Somers UK (Holdings) Limited - Limited company accounts 18.2

REGISTERED NUMBER: 09295636 (England and Wales)

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2018

FOR

SOMERS UK (HOLDINGS) LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Statement of Comprehensive Income

6

Balance Sheet

7

Statement of Changes in Equity

8

Notes to the Financial Statements

9

DIRECTORS:

C D O Jillings

D J Morgan

REGISTERED OFFICE:

Ridge Court

The Ridge

Epsom

Surrey

KT18 7EP

REGISTERED NUMBER:

09295636 (England and Wales)

AUDITORS:

Lewis Brownlee (Chichester) Limited

Chartered Accountants

Statutory Auditors

Appledram Barns

Birdham Road

Chichester

West Sussex

PO20 7EQ

The directors present their report with the financial statements of the company for the year ended 30 November 2018.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of holding investments on behalf of the parent

company Somers Limited.

DIVIDENDS

No dividends will be distributed for the year ended 30 November 2018.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 December 2017 to the date of this

report.

C D O Jillings

D J Morgan

STRATEGIC REPORT

The company has taken advantage of the following disclosure exemption in preparing these financial statements as

permitted by the Companies Act 2006 under s414B(b) Strategic report: small companies exemption.

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with

applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors

have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting

Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The

Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not

approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the

company and of the profit or loss of the company for that period. In preparing these financial statements, the directors

are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the

company's transactions and disclose with reasonable accuracy at any time the financial position of the company and

enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for

safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud

and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act

2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have

taken as a director in order to make himself aware of any relevant audit information and to establish that the company's

auditors are aware of that information.

ON BEHALF OF THE BOARD:

C D O Jillings - Director

30 August 2019

Opinion

We have audited the financial statements of Somers UK (Holdings) Limited (the 'company') for the year ended

30 November 2018 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in

Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial

reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting

Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and

Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 30 November 2018 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our

responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial

statements section of our report. We are independent of the company in accordance with the ethical requirements that

are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled

our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have

obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to

you where:

-	the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the directors have not disclosed in the financial statements any identified material uncertainties that may cast
significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period
of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of

the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise

explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing

so, consider whether the other information is materially inconsistent with the financial statements or our knowledge

obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or

apparent material misstatements, we are required to determine whether there is a material misstatement in the financial

statements or a material misstatement of the other information. If, based on the work we have performed, we conclude

that there is a material misstatement of this other information, we are required to report that fact. We have nothing to

report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit,

we have not identified material misstatements in the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you

if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page two, the directors are responsible for

the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such

internal control as the directors determine necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a

going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of

accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic

alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with

ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional

scepticism throughout the audit. We also:

-

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud
is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

-	Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.

-	Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

-

Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we
are required to draw attention in our Report of the Auditors to the related disclosures in the financial statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our Report of the Auditors. However, future events or conditions may cause the company to cease to
continue as a going concern.

-	Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of

the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our

audit.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the

Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those

matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent

permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's

members as a body, for our audit work, for this report, or for the opinions we have formed.

William Neville BSc FCA (Senior Statutory Auditor)

for and on behalf of Lewis Brownlee (Chichester) Limited

Chartered Accountants

Statutory Auditors

Appledram Barns

Birdham Road

Chichester

West Sussex

PO20 7EQ

30 August 2019

TURNOVER

-

Administrative expenses

5,660

5,500

OPERATING LOSS

4

(5,660

)

(5,500

)

Interest receivable and similar income

10,185

137,217

4,525

131,717

Interest payable and similar expenses

5

-

33,127

PROFIT BEFORE TAXATION

4,525

98,590

Tax on profit

6

-

PROFIT FOR THE FINANCIAL YEAR

4,525

98,590

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

4,525

98,590

CURRENT ASSETS

Debtors

7

1,399,981

1,479,093

CREDITORS

Amounts falling due within one year

8

5,500

89,137

NET CURRENT ASSETS

1,394,481

1,389,956

TOTAL ASSETS LESS CURRENT
LIABILITIES

1,394,481

1,389,956

CAPITAL AND RESERVES

Called up share capital

9

2,060,963

Retained earnings

10

(666,482

)

(671,007

)

SHAREHOLDERS' FUNDS

1,394,481

1,389,956

The financial statements were approved by the Board of Directors on 30 August 2019 and were signed on its behalf by:

C D O Jillings - Director

Called up

share

Retained

Total

capital

earnings

equity

£

Balance at 1 December 2016

2,060,963

(769,597

)

1,291,366

Changes in equity

Total comprehensive income

-

98,590

Balance at 30 November 2017

2,060,963

(671,007

)

1,389,956

Changes in equity

Total comprehensive income

-

4,525

Balance at 30 November 2018

2,060,963

(666,482

)

1,394,481

1.	STATUTORY INFORMATION

Somers UK (Holdings) Limited is a private limited company incorporated and registered in England and Wales.

The Company's registration number is 09295636. The principal place of business and the registered office is

Ridge Court, The Ridge, Epsom, Surrey, KT18 7EP.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements are presented in sterling(£), which is also the functional currency of the company.

These accounts have been prepared on a going concern basis, on the understanding that the parent company will

continue to financially support the company.

The principal accounting policies and details of significant judgements and estimations, adopted in the preparation

of the financial statements, are set out below:

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements,

as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of Section 33 Related Party Disclosures paragraph 33.7.

Preparation of consolidated financial statements

The financial statements contain information about Somers UK (Holdings) Limited as an individual company and

do not contain consolidated financial information as the parent of a group. The company holds its investments

exclusively with a view to future resale.

Financial instruments

Financial instruments are classified by the director as basic or advanced following the conditions in FRS 102

Section 11. Basic financial instruments are recognised at amortised cost using the effective interest method. The

company has no advanced financial instruments.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and adjusted at the year end to reflect any

subsequent movement in exchange rates.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance

sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the

date of transaction. Exchange differences are taken into account in arriving at the operating result.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 30 November 2018 nor for the year ended 30 November 2017.

The average number of employees during the year was as follows:

2018

2017

Directors

2

Secretary

1

3

2018

2017

£

Directors' remuneration

-

4.	OPERATING LOSS

The operating loss is stated after charging:

2018

2017

£

Auditors' remuneration

5,660

5,500

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2018

2017

£

Other interest paid

-

33,127

6.

TAXATION

No liability to UK Corporation Tax arose in either year end. The Company has trading losses, management

expense losses and capital losses which are available to it in future accounting periods. No deferred tax assets

have been provided on these losses as the extent and timing of the recoverability is unknown.

7.

DEBTORS

2018

2017

£

Amounts falling due within one year:

Amounts owed by group undertakings

1,399,981

-

Amounts falling due after more than one year:

Amounts owed by group undertakings

-

1,479,093

Aggregate amounts

1,399,981

1,479,093

Amounts due from group undertakings, excluding current payable balances, are interest free as they are due on

demand.

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2018

2017

£

Amounts owed to group undertakings

-

82,997

Accruals and deferred income

5,500

6,140

5,500

89,137

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2018

2017

value:

£

2,060,963

Ordinary Shares

£1

2,060,963

Each share ranks equally for voting purposes.

Each share ranks equally for any dividend declared.

Each share ranks equally for any distribution made on a winding up.

The shares are not redeemable.

10.

RESERVES

Retained

earnings

£

At 1 December 2017

(671,007

)

Profit for the year

4,525

At 30 November 2018

(666,482

)

11.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The

Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party

transactions with wholly owned subsidiaries within the group.

12.	PARENT COMPANY

The company is a subsidiary undertaking of Somers Limited which is the ultimate parent company incorporated in

Bermuda with registered address 34 Bermudiana Road, Hamilton, HM 11. The group in which the results of the

company are included is that headed by Somers Limited. The financial statements of the group are available to

the public and may be obtained from http://www.somers.bm.