ACCOUNTS - Final Accounts
ACCOUNTS - Final Accounts
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Company Registration Number
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LYNNET LEISURE (PROPERTIES) LIMITED
COMPANY INFORMATION
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LYNNET LEISURE (PROPERTIES) LIMITED
CONTENTS
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LYNNET LEISURE (PROPERTIES) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 DECEMBER 2018
The directors present their strategic report of the company for the year ended 30 December 2018.
The company is an intermediate holding company with a number of entities who operate high profile flagship licenced trade units. The company itself was a subsidiary of Landfern Limited at the year end date.
A dividend of £2,690k was received from the subsidiary Kwik Keg Limited during the year.
After the year end date one of the trading subsidiaries, Kwik Keg Limited, entered liquidation and the investment value of other subsidiaries were challenged. This has results in an impairment in investments of £616k and is shown in the income statement. The directors also considered the intercompany debt position between the entities and have written off balances which are no longer considered to be recoverable between group entities. The net impact of this on the company being £3,932k charge to the income statement as amount have been written off. The result of the above adjustments is a net liability position of £3,347k, however the liability position is as a result of amounts owed to the director and other family members who are considered to be related parties. These monies would only be repaid when the company is able to do so and therefore the directors believe that despite the net liability position the company continues to be a going concern.
The company itself does not trade. The financial assets and liabilities primarily relate to intercompany loan accounts or amounts owed to related parties. Therefore the principal risks and uncertainty are those which relate to the wider group which are disclosed in the financial statements of the ultimate parent..
The company itself does not trade. Therefore the financial key performance indicators are those which relate to the wider group which are disclosed in the financial statements of the ultimate parent.
See future developments within the directors report for detail into post balance sheet events and future operations.
This report was approved by the board and signed on its behalf.
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LYNNET LEISURE (PROPERTIES) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 DECEMBER 2018
The directors present their report and the financial statements for the year ended 30 December 2018.
The directors are responsible for preparing the Strategic report, the Directors' report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 for the Company's financial statements and then apply them consistently;
∙make judgments 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 to 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.
The loss for the year, after taxation, amounted to £2,832,180 (2017 - loss £989,309).
No dividends were paid during the year (2017: £Nil).
The directors who served during the year were:
On the 3 August 2019 Ediston (RES) Limited has purchased the entire ordinary share capital of Landfern
Limited to become the new ultimate parent. The shares in the parent of the group have been purchased by Ediston (RES) Limited. Following the change in ownership cash has been injected into the group to settle a significant amount of the group's liabilities, particular amounts falling due within 12 months of the year end. Since the change in ownership a new reporting structure has been implemented. A business plan has been drawn up along with detailed projections and forecasts. These forecast show that the remaining longer term debt can be serviced out of the business operations, these have been prepared on a conservative basis.
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LYNNET LEISURE (PROPERTIES) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2018
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
As above on the 3 August 2019 Ediston (RES) Limited has purchased the entire ordinary share capital of Landfern Limited to become the new ultimate parent.
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LYNNET LEISURE (PROPERTIES) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2018
The auditors, Armstrong Watson Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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LYNNET LEISURE (PROPERTIES) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS, AS A BODY, OF LYNNET LEISURE (PROPERTIES) LIMITED
We have audited the financial statements of Lynnet Leisure (Properties) Limited (the 'Company') for the year ended 30 December 2018, which comprise the Statement of income and retained earnings, the Statement of financial position and the related notes, 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:
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 United Kingdom, including the Financial Reporting Council'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.
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.
The directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' report 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.
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LYNNET LEISURE (PROPERTIES) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS, AS A BODY, OF LYNNET LEISURE (PROPERTIES) LIMITED (CONTINUED)
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
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 Strategic report or the Directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
As explained more fully in the Directors' responsibilities statement on page 2, 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 is 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.
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 an Auditors' report 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.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
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LYNNET LEISURE (PROPERTIES) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS, AS A BODY, OF LYNNET LEISURE (PROPERTIES) LIMITED (CONTINUED)
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 an Auditors' report 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.
for and on behalf of
Chartered Accountants
Glasgow
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LYNNET LEISURE (PROPERTIES) LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 30 DECEMBER 2018
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LYNNET LEISURE (PROPERTIES) LIMITED
REGISTERED NUMBER: SC136348
STATEMENT OF FINANCIAL POSITION
AS AT 30 DECEMBER 2018
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 10 to 19 form part of these financial statements.
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LYNNET LEISURE (PROPERTIES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2018
Lynnet Leisure (Properties) Limited is a private company, limited by shares, registered in Scotland. The company's registration number is SC136348 and the registered office address is 23 Royal Exchange Square, Glasgow, G1 3AJ.
The principal activities of the company and its subsidiaries in the year under review was that of licenced trade, leisure industry and property investment. These Financial Statements have been presented in pound sterling, rounded to the nearest pound, as this is the currency of the primary economic environment in which it operates.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.
The following principal accounting policies have been applied:
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 4 Statement of Financial Position paragraph 4.12(a)(iv);
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.41(b), 11.41(c), 11.41(e), 11.41(f), 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Landfern Limited as at 30 December 2018 and these financial statements may be obtained from https://www.gov.uk/government/organisations/companies-house.
The financial statements contain information about Lynnet Leisure (Properties) Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Landfern Limited.
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LYNNET LEISURE (PROPERTIES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2018
2.Accounting policies (continued)
The financial statements have been prepared on the going concern basis, based upon the continued support of the Group's funders and shareholders.
Post year end, in August 2019, the shares in the parent of the group have been purchased by Ediston (RES) Limited. Following the change in ownership cash was injected into the group to settle a significant amount of the group's liabilities, particular amounts falling due within 12 months of the year end. Since the change in ownership a new reporting structure has been implemented. A business plan has been drawn up along with detailed projections and forecasts. These forecast show that the remaining longer term debt can be serviced out of the business operations, these have been prepared on a conservative basis. The directors believe that with the support of the new parent entity and based on current trading patterns and projections, that the company can continue to operate and meet its liabilities as they fall due.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
Finance costs are charged to the Statement of income and retained earnings over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in the Statement of income and retained earnings in the year in which they are incurred.
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LYNNET LEISURE (PROPERTIES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2018
2.Accounting policies (continued)
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of financial position date, except that:
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
Land is not depreciated. Depreciation on other assets is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line and reducing balance methods..
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of income and retained earnings.
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LYNNET LEISURE (PROPERTIES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2018
2.Accounting policies (continued)
Investment property is carried at fair value determined annually by directors with reference to external values and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in the Statement of Income and Retained Earnings.
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of income and retained earnings for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
Investments in listed company shares are remeasured to market value at each Statement of financial position date. Gains and losses on remeasurement are recognised in profit or loss for the period.
Other investments in relation to arena ticket options have been included at cost despite having been purchased over fifteen years ago, due to there being a lack of an active market from which to determine their fair value.
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
Unlisted investments
An unlisted investment has been valued at cost of £65,000 despite being purchased over fifteen years ago. This is due to there being no active market from which to assess its fair value. The directors believe that cost value is a reasonable estimate of its continued value to the company and the base price at which these options would be considered for sale.
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LYNNET LEISURE (PROPERTIES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2018
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LYNNET LEISURE (PROPERTIES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2018
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LYNNET LEISURE (PROPERTIES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2018
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LYNNET LEISURE (PROPERTIES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2018
The 2018 valuations were made by the directors, on an open market value for existing use basis.
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LYNNET LEISURE (PROPERTIES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2018
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LYNNET LEISURE (PROPERTIES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2018
Profit and loss account
Limited to become the new ultimate parent.
The company's ultimate parent undertaking at the balance sheet date was
The company's results are included within the consolidated accounts of Landfern Limited which can be found on www.companieshouse.gov.uk. The ultimate controlling party at the date the accounts were issued was
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