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NEWFOUNDLAND HOLDCO LIMITED (FORMERLY VERTUS NFL PROPERTIES LIMITED)

Registerd number: 09462240


UNAUDITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024
 
NEWFOUNDLAND HOLDCO LIMITED (FORMERLY VERTUS NFL PROPERTIES LIMITED)
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

PRINCIPAL ACTIVITY

The principal activity is that of an investment holding company.

DIRECTORS

The directors who served during the year were:

I J Benham (resigned 24 January 2025)
S Z Khan (resigned 24 January 2025)
K J Kingston (resigned 24 January 2025)
R J Worthington (resigned 24 January 2025)
Z I Al-Assmakh (appointed 24 January 2025)
T Berklayd (appointed 24 January 2025)
R B C Meller (appointed 24 January 2025)
D Villarreal Flores (appointed 24 January 2025)
QUALIFYING THIRD PARTY INDEMNITY PROVISIONS
The Company provides a qualifying third-party indemnity provision to all directors (to the extent permitted by law) in respect of liabilities incurred as a result of their office. The Company also has in place liability insurance covering the directors and officers of the Company and any associated companies. Both the indemnity and insurance were in force during the period ended 31 December 2024 and at the time of the approval of this Directors' Report. Neither the indemnity nor the insurance provide cover in the event that the director is proven to have acted dishonestly or fraudulently.

This report was approved by the board on 30 September 2025 and signed on its behalf.
 








R B C Meller
Director

Page 1
 
NEWFOUNDLAND HOLDCO LIMITED (FORMERLY VERTUS NFL PROPERTIES LIMITED)
REGISTERED NUMBER: 09462240

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

FIXED ASSETS
  

Investments
 2 
1
1

  
1
1

CURRENT ASSETS
  

Debtors: amounts falling due within one year
 3 
3
3

  
3
3

Creditors: amounts falling due within one year
 4 
(1)
(1)

NET CURRENT ASSETS
  
2
2

TOTAL ASSETS LESS CURRENT LIABILITIES
  
3
3

  

NET ASSETS
  
3
3


CAPITAL AND RESERVES
  

Called up share capital 
 5 
3
3

  
3
3


No statement of comprehensive income is presented with these financial statements because the company has not recognised any income, expenditure or any other items of comprehensive income in respect of the year or the prior year.

For the year ended 31 December 2024 the company was entitled to exemption from audit under section 480 of the Companies Act 2006.

The members have not required the company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 September 2025.







R B C Meller
Director

The notes on pages 3 to 6 form part of these financial statements.

Page 2
 
NEWFOUNDLAND HOLDCO LIMITED (FORMERLY VERTUS NFL PROPERTIES LIMITED)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.ACCOUNTING POLICIES

 
1.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention and in accordance with United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice, including FRS 102 "the Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland").
In accordance with paragraph 35.10(m) of FRS 102, the company has elected to retain its previous accounting policies for reported assets, liabilities and equity until there is any change to those balances or the company undertakes any new transactions.

  
1.2

Statement of changes in equity

There have been no changes to equity and accordingly the company not produced a statement of changes in equity.

  
1.3
Cash flow statement

The company had no cash flows during the year and has accordingly not produced a Cash Flow Statement.

Page 3
 
NEWFOUNDLAND HOLDCO LIMITED (FORMERLY VERTUS NFL PROPERTIES LIMITED)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.


FIXED ASSET INVESTMENTS





Investments in subsidiary companies

£



Cost


At 1 January 2024
1



At 31 December 2024
1





SUBSIDIARY UNDERTAKING


The following was a subsidiary undertaking of the company:

Name

Registered office

Principal activity

Class of shares

Holding

Newfoundland Propco Limited (formerly Vertus NFL Limited)
England & Wales
Property development
Ordinary £1 shares
100%

Subsidiaries incorporated in England and Wales are registered at 8 Sackville Street, London, W1S 3DG.
In accordance with Section 400 of the Companies Act 2006, financial information is only presented in these financial statements about the company as an individual undertaking and not about its group because the company and its subsidiary undertakings are included in the consolidated financial statements of a larger group (Note 8).
The directors are of the opinion that the value of the company's investments at 31 December 2024, net of the provision for impairment, was not less than the amount shown in the company's statement of financial position.


3.


DEBTORS: Amounts falling due within one year

2024
2023
£
£


Amounts owed by group undertakings
3
3

3
3


Amounts owed by group undertakings are interest free and repayable on demand.

Page 4
 
NEWFOUNDLAND HOLDCO LIMITED (FORMERLY VERTUS NFL PROPERTIES LIMITED)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

4.


CREDITORS: Amounts falling due within one year

2024
2023
£
£

Amounts owed to group undertakings
1
1

1
1


Amounts owed to group undertakings are interest free and repayable on demand.


5.


SHARE CAPITAL

2024
2023
£
£
Allotted, called up and fully paid



3 (2023 - 3) Ordinary shares of £1.00 each
3
3



6.OTHER FINANCIAL COMMITMENTS

As at 31 December 2024 and 31 December 2023 the company had given fixed and floating charges over substantially all its assets to secure the commitments of a subsidiary undertakings.


7.


POST BALANCE SHEET EVENTS

Subsequent to the year end, on 23 January 2025, the Company issued 4 new £1 ordinary shares for a total consideration of £137m.

On 24 January 2025, the Company was sold in an arm's length transaction to a vehicle owned by an affiliate. Following the change in ownership, the Company underwent a legal name change. The Company changed its registered name from Vertus NFL Properties Limited to Newfoundland Holdco Limited. There was also a change in the Company's immediate parent undertaking. The Company's immediate parent undertaking changed from Vertus Residential Plc to Newfoundland JVCo Limited, a company registered in Jersey.

Page 5
 
NEWFOUNDLAND HOLDCO LIMITED (FORMERLY VERTUS NFL PROPERTIES LIMITED)
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


CONTROLLING PARTY

The Company's immediate parent undertaking as at 31 December 2024 was Vertus Residential plc. Post year end, there was a sale and the Company's immediate parent undertaking is now Newfoundland JVCo Limited, a Company registered in Jersey.
As at 31 December 2024, the smallest group of which the company was a member and for which group financial statements are drawn up is the consolidated financial statements of Canary Wharf Group Investment Holdings plc. Copies of the financial statements may be obtained from the Company Secretary, One Canada Square, Canary Wharf, London E14 5AB.
The largest group of which the company was a member for which group financial statements are drawn up as at 31 December 2024, are the consolidated financial statements of Stork HoldCo LP, an entity registered in Bermuda and the ultimate parent undertaking and controlling party. Stork HoldCo LP is registered at 73 Front Street, 5th Floor, Hamilton HM12, Bermuda.
The Company is controlled as to 50% by Brookfield Property Partners LP and as to 50% by Qatar Investment Authority.
The directors have taken advantage of the exemption in paragraph 33.1A of FRS 102 allowing the company not to disclose related party transactions with respect to other wholly-owned group companies. 

Page 6