Care UK (UKSH) Limited - Limited company accounts 18.2
Care UK (UKSH) Limited - Limited company accounts 18.2
REGISTERED NUMBER: |
Strategic Report, Directors' Report and |
Audited Financial Statements for the Year Ended 30 September 2019 |
for |
Care UK (UKSH) Limited |
Care UK (UKSH) Limited (Registered number: 05111488) |
Contents of the Financial Statements |
for the Year Ended 30 September 2019 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Directors' Report | 4 |
Statement of Directors' Responsibilities | 5 |
Report of the Independent Auditors | 6 |
Statement of Comprehensive Income | 9 |
Balance Sheet | 10 |
Statement of Changes in Equity | 11 |
Notes to the Financial Statements | 12 |
Care UK (UKSH) Limited |
Company Information |
for the Year Ended 30 September 2019 |
Directors: |
Registered office: |
Registered number: |
Senior statutory auditor: |
Independent auditors: |
Chartered Accountants |
Registered Auditors |
Regus, 4th Floor |
Salt Quay House |
6 North East Quay |
Plymouth |
PL4 0HP |
Care UK (UKSH) Limited (Registered number: 05111488) |
Strategic Report |
for the Year Ended 30 September 2019 |
The Directors present their Strategic report, Directors' report and financial statements for the year |
ended 30 September 2019. |
Review of business |
The Company is an intermediary holding company. The Company's results, together with its |
subsidiaries are included in the consolidated Financial Statements of Care UK Health & Social |
Care Holdings Limited ("Care UK" or "group"). Due to its nature the Company does not trade and |
therefore generates no revenue but does incur operating expenses and depreciation in the course |
of providing administration and central support services to its subsidiaries, which it fully recharges |
to its subsidiaries. |
As a holding company, there are not considered to be any KPI measurements of note. |
The core strategies of its subsidiaries continue to be: |
- | To retain and grow our existing contract base, so that Care UK continues to provide large scale support to the NHS and to be highly regarded by patients and communities. |
- | To work with commissioners and other partners to transform the way secondary care is provided, proactively managing health and wellness and avoiding unnecessary hospitalisation. |
- | To continue to focus on the training and development of our employees, ensuring that they are offered opportunities for career development and are rewarded for enhancing their skills and expertise. |
Principal risks and uncertainties |
The Company's subsidiaries operate facilities regulated by the Care Quality Commission and must |
comply with relevant standards and legislation. |
Care UK faces potential risks associated with the exit by the UK from its membership of the |
European Union, and the potential uncertainty around the transition period. The UK exiting the |
European Union could materially change both the fiscal and legal framework in which Care UK |
operates, and it could have a material impact on the UK's economy and its future economic |
growth. In addition, prolonged uncertainty regarding aspects of the UK economy due to the |
uncertainty around the exit could damage customers' and investors' confidence. These aspects |
could have a material adverse effect on Care UK's business, results of operations, financial |
condition and growth prospects. |
The Company is exposed to general and industry specific wage inflation pressures, including |
legislative changes concerning the minimum wage, national living wage and apprenticeship levy. |
The Company is also exposed to commodity price increases. During the last financial year the |
impact of Brexit on sterling has resulted in a number of price increases for the medical |
consumables and pharmacy items utilised in the provision of our services. However, fortunately |
the savings from the procurement programme more than offset these cost pressures. |
The Company has no significant concentrations of credit risk. Customers are CCG's, NHS Trusts |
and NHS England. |
Care UK (UKSH) Limited (Registered number: 05111488) |
Strategic Report |
for the Year Ended 30 September 2019 |
The Company prepares regular forecasts of cash flow and liquidity and any requirement for |
additional funding is managed as part of the overall Care UK financing arrangements. The |
company has access to debt finance through its parent company. |
The Company's principal financial assets are intercompany debtors. The amounts presented in |
the balance sheet are net of allowances for doubtful debts. An allowance for impairment is made |
where there is an identified loss event which, based on previous experience, is evidence of a |
reduction in the recoverability of the cash flows. |
Payment of suppliers |
The Company does not follow a specific code or statement on payment practice. However, it is the |
Company's policy to pay suppliers in accordance with the payment terms agreed at the outset of |
the relationship providing the supplier adheres to its obligations. The only significant expenses |
incurred by the company relate to interest charges from group companies. |
Covid-19 |
Since the year end, COVID-19 has become a global pandemic which is causing a significant |
impact across a number of different industries and sectors, particularly the healthcare sector. |
Given the nature of the Company's current operations and activities as a holding |
company,COVID-19 is not expected to create any additional risks for this specific company nor to |
impact on the company's activities going forward, although it could have an impact on the value |
and operations of its subsidiary undertakings. |
Taking all available information into account, the Directors believe that it remains appropriate to |
prepare the financial statement on a going concern basis. For further information, please see note |
2 in the Accounting Policies section of these financial statements. |
On behalf of the board: |
Care UK (UKSH) Limited (Registered number: 05111488) |
Directors' Report |
for the Year Ended 30 September 2019 |
The Directors present their Strategic report, Directors' report and financial statements for the year |
ended 30 September 2019. |
Principal activity |
The Company is a holding company. |
Dividends |
A dividend of £11,419,573 was distributed for the year ended 30 September 2019 (2018: £nil). |
Future developments |
During the year ended 30 September 2020 the Company is expected to upstream its investment |
portfolio to its sole shareholder Care UK Clinical Services Limited. |
Events since the end of the year |
Information relating to events since the end of the year is given in the notes to the financial statements. |
Directors |
report. |
Other changes in directors holding office are as follows: |
report. |
but prior to the date of this report. |
Political and charitable donations |
The Company made £nil political or charitable donations during the year ended |
30 September 2019 (2018: £nil). |
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 auditor is 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 auditor is aware of that information. |
Auditors |
Pursuant to Section 487 of the Companies Act 2006, the auditors will be deemed to be reappointed |
and KPMG LLP will therefore continue in office. |
On behalf of the board: |
Care UK (UKSH) Limited (Registered number: 05111488) |
Statement of Directors' Responsibilities |
for the Year Ended 30 September 2019 |
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 they have elected to prepare the financial statements in accordance with UK accounting |
standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 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 estimates that are reasonable and prudent; |
- | state whether applicable UK accounting standards have been followed, subject to any |
material departures disclosed and explained in the financial statements; |
- | assess the company's ability to continue as a going concern, disclosing, as applicable, |
matters related to going concern; and |
- | use the going concern basis of accounting unless they either intend to liquidate the |
company or to cease operations, or have no realistic alternative but to do so. |
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 responsible for such internal control as they determine is |
necessary to enable the preparation of financial statements that are free from material |
misstatement, whether due to fraud or error, and have general responsibility for taking such steps |
as are reasonably open to them to safeguard the assets of the company and to prevent and detect |
fraud and other irregularities. |
Report of the Independent Auditors to the Members of |
Care UK (UKSH) Limited |
Opinion |
We have audited the financial statements of Care UK (UKSH) Limited ("the Company") for the year |
ended 30 September 2019 which comprise, the Statement of Comprehensive Income account, the |
Balance Sheet, Statement of Changes in Equity and related notes, including the accounting |
policies in note 2. |
In our opinion the financial statements: |
- | give a true and fair view of the state of the Company's affairs as at 30 September 2019 |
and of its profit for the year then ended; |
- | have been properly prepared in accordance with UK accounting standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland; 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 are described below. We have fulfilled our ethical |
responsibilities under, and are independent of the company in accordance with, UK ethical |
requirements including the FRC Ethical Standard. We believe that the audit evidence we have |
obtained is a sufficient and appropriate basis for our opinion. |
Going concern |
The Directors have prepared the financial statements on the going concern basis as they do not |
intend to liquidate the company or to cease its operations, and as they have concluded that the |
company's financial position means that this is realistic. They have also concluded that there are |
no material uncertainties that could have cast significant doubt over its ability to continue as a |
going concern for at least a year from the date of approval of the financial statements ("the going |
concern period"). |
We are required to report to you if we have concluded that the use of the going concern basis of |
accounting is inappropriate or there is an undisclosed material uncertainty that may cast significant |
doubt over the use of that basis for a period of at least a year from the date of approval of the |
financial statements. In our evaluation of the Directors' conclusions, we considered the inherent |
risks to the Company's business model and analysed how those risks might affect the Company's |
financial resources or ability to continue operations over the going concern period. We have |
nothing to report in these respects. |
However, as we cannot predict all future events or conditions and as subsequent events may result |
in outcomes that are inconsistent with judgements that were reasonable at the time they were |
made, the absence of reference to a material uncertainty in this auditor's report is not a guarantee |
that the company will continue in operation. |
Report of the Independent Auditors to the Members of |
Care UK (UKSH) Limited |
Strategic report and Directors' report |
The Directors are responsible for the Strategic report and the Directors' report. Our opinion on the |
financial statements does not cover those reports and we do not express an audit opinion thereon. |
Our responsibility is to read the Strategic report and the Directors' report and, in doing so, consider |
whether, based on our financial statements audit work, the information therein is materially |
misstated or inconsistent with the financial statements or our audit knowledge. Based solely on |
that work: |
- | we have not identified material misstatements in the Strategic report and the Directors'report; |
- | in our opinion the information given in those reports for the financial year is consistent with |
the financial statements; and |
- | in our opinion those reports have been prepared in accordance with the Companies |
Act 2006. |
Matters on which we are required to report by exception |
Under the Companies Act 2006 we are required 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; or |
- | the Directors were not entitled to take advantage of the small companies exemption from the |
requirement to prepare a Strategic report. |
We have nothing to report in these respects. |
Responsibilities of Directors |
As explained more fully in their statement set out on page 5, the Directors are responsible for: the |
preparation of the financial statements and for being satisfied that they give a true and fair view; |
such internal control as they determine is necessary to enable the preparation of financial |
statements that are free from material misstatement, whether due to fraud or error; 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 they either intend to |
liquidate the company or to cease operations, or have no realistic alternative but to do so. |
Our 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 our opinion |
in an auditor's report. Reasonable assurance is a high level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the economic |
decisions of users taken on the basis of the 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/auditorresponsibilities. This description |
forms part of our Report of the Auditors. |
Report of the Independent Auditors to the Members of |
Care UK (UKSH) Limited |
The purpose of our audit work and to whom we owe our responsibilities |
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 auditor's 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 |
Registered Auditors |
Regus, 4th Floor |
Salt Quay House |
6 North East Quay |
Plymouth |
PL4 0HP |
Care UK (UKSH) Limited (Registered number: 05111488) |
Statement of Comprehensive Income |
for the Year Ended 30 September 2019 |
2019 | 2018 |
Notes | £'000 | £'000 |
Turnover |
Operating profit | 4 |
Dividends receivable |
6,986 | - |
Impairment of investments | 5 | (100 | ) | - |
Profit before taxation |
Tax on profit | 6 | ( |
) | ( |
) |
Profit/(loss) for the financial year | ( |
) |
Other comprehensive income | - | - |
Total comprehensive income/(loss) for the year |
( |
) |
Care UK (UKSH) Limited (Registered number: 05111488) |
Balance Sheet |
30 September 2019 |
2019 | 2018 |
Notes | £'000 | £'000 |
Fixed assets |
Investments | 8 |
Current assets |
Debtors | 9 |
Total assets less current liabilities |
Capital and reserves |
Called up share capital | 11 |
Share premium | 12 |
Profit and Loss account | 12 |
Shareholders' funds |
The financial statements were approved by the Board of Directors on signed on its behalf by: |
Care UK (UKSH) Limited (Registered number: 05111488) |
Statement of Changes in Equity |
for the Year Ended 30 September 2019 |
Called up | Profit and |
share | Loss | Share | Total |
capital | account | premium | equity |
£'000 | £'000 | £'000 | £'000 |
Balance at 1 October 2017 |
Changes in equity |
Total comprehensive loss | - | ( |
) | - | ( |
) |
Balance at 30 September 2018 |
Changes in equity |
Reduction in share capital | (3 | ) | 102 | (99 | ) | - |
Dividends | - | ( |
) | - | ( |
) |
Total comprehensive income | - | - |
Balance at 30 September 2019 |
Care UK (UKSH) Limited (Registered number: 05111488) |
Notes to the Financial Statements |
for the Year Ended 30 September 2019 |
1. | Statutory information |
Care UK (UKSH) Limited is a private company, limited by shares , registered in England and |
Wales. The company's registered number and registered office address can be found on the |
Company Information page. |
2. | Accounting policies |
Basis of preparing the financial statements |
The financial statements have been prepared on a going concern basis which the Directors |
believe to be appropriate for the following reasons: |
a) The Company is a holding company and has no ongoing obligations. |
b) As detailed in the Strategic Report, COVID-19 has not had any impact on the |
Company's operations being a holding company, however it may impact on the performance |
of its subsidiary undertakings going forward. Given the Company is not reliant on cash |
flows from its subsidiary undertakings, this will not have any impact on the Company's ability |
to continue as a going concern. |
The Directors have prepared cash flow forecasts for a period of at least 12 months from the |
date of approval of these financial statements which indicate that, taking account of severe |
but plausible downsides, the Company will have sufficient funds to meet its liabilities as they |
fall due for that period. |
Within the severe but plausible downsides the Directors have considered the potential |
impacts of COVID-19 on the trading performance of subsidiaries. However, the Company is |
not reliant on dividends or receipt of receivables from their subsidiaries to meet its liabilities. |
As such, the Directors have concluded that even with the severe but plausible downsides |
from COVID-19, it remains appropriate to prepare the financial statements on a going |
concern basis. |
The accounting policies set out below have, unless otherwise stated, been applied |
consistently to all periods presented in these financial statements. |
Judgements made by the Directors, in the application of these accounting policies that have |
significant effect on the financial statements and estimates with a significant risk of material |
adjustment in the next year are discussed below. |
Care UK (UKSH) Limited (Registered number: 05111488) |
Notes to the Financial Statements - continued |
for the Year Ended 30 September 2019 |
2. | Accounting policies - continued |
Preparation of consolidated financial statements |
The company's ultimate parent undertaking, Care UK Health & Social Care Holdings Limited |
includes the company in its consolidated financial statements. The consolidated financial |
statements of Care UK Health & Social Care Holdings Limited are prepared in accordance |
with International Financial Reporting Standards as adopted by the EU and are available to |
the public and may be obtained from its registered office as per note 15. |
In these financial statements the company is considered to be a qualifying entity (for the |
purpose of this FRS) and has applied the exceptions available under FRS102 in respect of |
the following disclosures: |
- the requirements of Section 7 Statement of Cash Flows; |
- the requirement of Section 3 Financial Statement Presentation paragraph 3.17(d); |
- the requirement of Section 33 Related Party Disclosures paragraph 33.7. |
The Company is exempt by virtue of Section 400 of the Companies Act 2006 from the |
requirement to prepare consolidated financial statements. These financial statements |
present information about the company as an individual undertaking and not about its |
group. |
Significant judgements and estimates |
The preparation of the Financial Statements in conformity with FRS 102 requires |
management to make estimates and assumptions that affect the reported amounts of assets |
and liabilities at the date of the Financial Statements and the reported amounts of revenue |
and expenses during the year then ended. Management bases its estimates on historical |
experience and various other assumptions that are believed to be reasonable under the |
circumstances. Actual results may differ from those estimates. |
Estimates are used in accounting for allowances for uncollectible receivables, depreciation, |
amortisation and impairment, pensions, taxes, provisions, and contingencies. Estimates and |
assumptions are reviewed periodically and the effects of revisions are reflected in the |
Financial Statements in the year that an adjustment is determined to be required. |
Management regularly discusses with the Group Audit Committee the development, |
selection and disclosure of the company's critical accounting policies and estimates and the |
application of these policies and estimates. |
Significant accounting judgements in applying the Company's accounting policies have been |
applied by the Company in order to prepare the financial statements with respect to the |
value of investments and are described below. |
Investments |
The Company assesses the recoverable amount of investments where there are indications |
that the assets could be impaired. Indicators of impairment include factors internal and |
external to the organisation that suggest the asset's value may have declined. Where |
indicators suggest that the value of the asset may have declined, the Company estimates |
the recoverable amount of the cash generating unit (CGU) to which the investment belongs. |
Recoverable amount is the higher of fair value less cost of disposal and value in use. The |
value in use calculation requires an estimate of the future cash flows expected to arise from |
the CGU and a suitable discount rate in order to calculate present value. |
Care UK (UKSH) Limited (Registered number: 05111488) |
Notes to the Financial Statements - continued |
for the Year Ended 30 September 2019 |
2. | Accounting policies - continued |
Investments in subsidiaries |
Investments in subsidary undertakings are recognised at cost less any provision for |
impairment. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement |
of Comprehensive Income, except to the extent that it relates to items recognised in other |
comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that |
have been enacted or substantively enacted by the balance sheet date. |
Deferred taxation |
Deferred tax is recognised in respect of all timing differences that have originated but not |
reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in |
periods different from those in which they are recognised in financial statements. Deferred |
tax is measured using tax rates and laws that have been enacted or substantively enacted |
by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it |
is probable that they will be recovered against the reversal of deferred tax liabilities or other |
future taxable profits. |
Care UK (UKSH) Limited (Registered number: 05111488) |
Notes to the Financial Statements - continued |
for the Year Ended 30 September 2019 |
2. | Accounting policies - continued |
Impairment excluding stocks and deferred tax assets |
Financial assets (including trade and other debtors) |
A financial asset not carried at fair value through profit or loss is assessed at each reporting |
date to determine whether there is objective evidence that it is impaired. A financial asset is |
impaired if objective evidence indicates that a loss event has occurred after the initial |
recognition of the asset, and that the loss event had a negative effect on the estimated |
future cash flows of that asset that can be estimated reliably. |
An impairment loss in respect of a financial asset measured at amortised cost is calculated |
as the difference between its carrying amount and the present value of the estimated future |
cash flows discounted at the asset's original effective interest rate. For financial instruments |
measured at cost less impairment an impairment is calculated as the difference between its |
carrying amount and the best estimate of the amount that the Company would receive for |
the asset if it were to be sold at the reporting date. Interest on the impaired asset continues |
to be recognised through the unwinding of the discount. Impairment losses are recognised in |
profit or loss. When a subsequent event causes the amount of impairment loss to decrease, |
the decrease in impairment loss is reversed through profit or loss. |
Non-financial assets |
The carrying amounts of the Company's non-financial assets, other than stocks and deferred |
tax assets, are reviewed at each reporting date to determine whether there is any indication |
of impairment. If any such indication exists, then the asset's recoverable amount is |
estimated. The recoverable amount of an asset or cash-generating unit is the greater of its |
value in use and its fair value less costs to sell. In assessing value in use, the estimated |
future cash flows are discounted to their present value using a pre-tax discount rate that |
reflects current market assessments of the time value of money and the risks specific to the |
asset. For the purpose of impairment testing, assets that cannot be tested individually are |
grouped together into the smallest group of assets that generates cash inflows from |
continuing use that are largely independent of the cash inflows of other assets or groups of |
assets (the "cash-generating unit"). The goodwill acquired in a business combination, for the |
purpose of impairment testing is allocated to cash-generating units, or ("CGU") that are |
expected to benefit from the synergies of the combination. For the purpose of goodwill |
impairment testing, if goodwill cannot be allocated to individual CGUs or groups of CGUs on |
a non-arbitrary basis, the impairment of goodwill is determined using the recoverable amount |
of the acquired entity in its entirety, or if it has been integrated then the entire entity into |
which it has been integrated. |
An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its |
estimated recoverable amount. Impairment losses are recognised in profit or loss. |
Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying |
amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the |
other assets in the unit (group of units) on a pro rata basis. |
An impairment loss is reversed if and only if the reasons for the impairment have ceased to |
apply. |
Impairment losses recognised in prior periods are assessed at each reporting date for any |
indications that the loss has decreased or no longer exists. An impairment loss is reversed |
only to the extent that the asset's carrying amount does not exceed the carrying amount that |
would have been determined, net of depreciation or amortisation, if no impairment loss had |
been recognised. |
Care UK (UKSH) Limited (Registered number: 05111488) |
Notes to the Financial Statements - continued |
for the Year Ended 30 September 2019 |
2. | Accounting policies - continued |
Financial guarantee |
Where the Company enters into financial guarantee contracts to guarantee the indebtedness |
of other companies within its group, the company treats the guarantee contract as a |
contingent liability until such time as it becomes probable that the company will be required |
to make a payment under the guarantee. |
Classification of financial instruments issued by the Company |
In accordance with FRS 102.22, financial instruments issued by the Company are treated as |
equity only to the extent that they meet the following two conditions: |
(a) they include no contractual obligations upon the company to deliver cash or other |
financial assets or to exchange financial assets or financial liabilities with another party under |
conditions that are potentially unfavourable to the company; and |
(b) where the instrument will or may be settled in the company's own equity instruments, it is |
either a non-derivative that includes no obligation to deliver a variable number of the |
company's own equity instruments or is a derivative that will be settled by the company's |
exchanging a fixed amount of cash or other financial assets for a fixed number of its own |
equity instruments. |
To the extent that this definition is not met, the proceeds of issue are classified as a financial |
liability. Where the instrument so classified takes the legal form of the company's own |
shares, the amounts presented in these financial statements for called up share capital and |
share premium account exclude amounts in relation to those shares. |
Basic financial instruments |
Trade and other debtors / creditors |
Trade and other debtors are recognised initially at transaction price less attributable |
transaction costs. Trade and other creditors are recognised initially at transaction price plus |
attributable transaction costs. Subsequent to initial recognition they are measured at |
amortised cost using the effective interest method, less any impairment losses in the case of |
trade debtors. If the arrangement constitutes a financing transaction, for example if payment |
is deferred beyond normal business terms, then it is measured at the present value of future |
payments discounted at a market rate of instrument for a similar debt instrument. |
Interest-bearing borrowings classified as basic financial instruments |
Interest-bearing borrowings are recognised initially at the present value of future payments |
discounted at a market rate of interest. Subsequent to initial recognition, interest-bearing |
borrowings are stated at amortised cost using the effective interest method, less any |
impairment losses. |
Investments in preference and ordinary shares |
Investments in equity instruments are measured initially at fair value, which is normally the |
transaction price. Transaction costs are excluded if the investments are subsequently |
measured at fair value through profit and loss. Subsequent to initial recognition investments |
that can be measured reliably are measured at fair value with changes recognised in profit or |
loss. Other investments are measured at cost less impairment in profit or loss |
Care UK (UKSH) Limited (Registered number: 05111488) |
Notes to the Financial Statements - continued |
for the Year Ended 30 September 2019 |
2. | Accounting policies - continued |
Investments in subsidiaries, jointly controlled entities and associates |
These are separate financial statements of the company. Investments in subsidiaries, jointly |
controlled entities and associates are carried at cost less impairment. |
3. | Directors' emoluments |
The Directors received £nil emoluments during the financial year ended 30 September 2019 |
for their services to the Company (2018: £nil). |
The emoluments of A Prosser and J Easton for services to the Healthcare division are paid |
by and disclosed within the accounts of Care UK Healthcare Holdings Ltd. |
The emoluments of M Parish and P Whitecross for services to the Group are paid by Care |
UK Ltd and disclosed within the accounts of Care UK Health and Social Care Investments |
Ltd. |
4. | Operating profit |
The operating profit is stated after charging: |
2019 | 2018 |
£'000 | £'000 |
Auditor's remuneration |
The remuneration of the auditor in the current and prior financial years was borne by another |
group company. The amount above is management's best estimate of the proportion |
relating to this company. |
5. | Impairment of investments |
2019 | 2018 |
£'000 | £'000 |
Impairment of investments | 100 | - |
6. | Taxation |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
2019 | 2018 |
£'000 | £'000 |
Deferred tax - current year |
Tax on profit |
Care UK (UKSH) Limited (Registered number: 05111488) |
Notes to the Financial Statements - continued |
for the Year Ended 30 September 2019 |
6. | Taxation - continued |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. |
The difference is explained below: |
2019 | 2018 |
£'000 | £'000 |
Profit before tax |
Profit multiplied by the standard rate of corporation tax in the UK of |
Effects of: |
Expenses not deductible for tax purposes |
Income not taxable for tax purposes | ( |
) |
Group relief surrendered |
Deferred tax not recognised |
Total tax charge |
Factors that may affect future tax charges |
Reduction in the UK corporation tax rate from 19% to 17% (effective 1 April 2020) was fully |
enacted on 15 September 2016. This will reduce the company's future current tax charge |
accordingly. The deferred tax asset at 30 September 2019 has been calculated based on |
these rates fully enacted at the year-end date. |
The March 2020 Budget announced that a rate of 19% would continue to apply with effect |
from 1 April 2020, and this change was substantively enacted on 17 March 2020. |
7. | Dividends |
2019 | 2018 |
£'000 | £'000 |
A Ordinary shares share of 10p |
Interim dividend paid |
Care UK (UKSH) Limited (Registered number: 05111488) |
Notes to the Financial Statements - continued |
for the Year Ended 30 September 2019 |
8. | Fixed asset investments |
Shares in |
group |
undertakings |
£'000 |
Cost |
At 1 October 2018 |
and 30 September 2019 |
Provisions |
Impairment in year | 100 |
At 30 September 2019 | 100 |
Net book value |
At 30 September 2019 |
At 30 September 2018 |
The Company's investments at the Balance Sheet date in the share capital of companies |
include the following: |
Participating Interest | Class of share capital held | Effective holding percentage | Nature of business |
2019 | 2018 |
Care UK (AGW) Limited ** | Ordinary | 100% | 100% | Medical services |
Care UK (Shepton Mallet) Limited | Ordinary | 100% | 100% | Medical services |
Care UK (Peninsula) Limited | Ordinary | 100% | 100% | Medical services |
The companies in which the Company has a participating interest all have their registered |
office at Hawker House, 5-6 Napier Court, Napier Road, Reading, Berkshire, RG1 8BW. |
** On 1 October 2019 the subsidiary undertaking was dissolved at Companies House, as a |
result the carrying value of the investment was impaired to £nil. |
9. | Debtors: amounts falling due within one year |
2019 | 2018 |
£'000 | £'000 |
Amounts owed by group undertakings |
Deferred tax asset |
The amounts owed by group undertakings bear no interest. The loan is unsecured. The |
amounts advanced were repaid in full by 30 September 2019. |
Care UK (UKSH) Limited (Registered number: 05111488) |
Notes to the Financial Statements - continued |
for the Year Ended 30 September 2019 |
10. | Deferred tax asset |
£'000 |
Balance at 1 October 2018 | ( |
) |
Charge to Statement of Comprehensive Income during year |
Balance at 30 September 2019 |
11. | Called up share capital |
Allotted, issued and fully paid | Nominal | 2019 | 2018 |
Number: | Class: | value: | £ | £ |
1 (2018 - 16,280) | A Ordinary shares | £0.10 | - | 1,628 |
- (2018 - 7,583) | B Ordinary shares | £0.10 | - | 758 |
- (2018 - 1,788) | C Ordinary shares | £0.10 | - | 179 |
- (2018 - 863) | E Ordinary shares | £0.30 | - | 259 |
- | 2,824 |
The share capital of the company has been reduced from £2,824 divided as shown above |
(which have been issued and are fully paid up) to £0.10 divided into one ordinary A share |
and that such reduction be effected by returning £0.10 to the holders of the A, B and C |
shares and by returning £0.30 per share to the holders of the E shares, |
12. | Reserves |
Profit and |
Loss | Share |
account | premium | Totals |
£'000 | £'000 | £'000 |
At 1 October 2018 | 4,538 |
Profit for the year | - |
Dividends | ( |
) | - | ( |
) |
Reduction in share capital | 102 | (99 | ) | 3 |
At 30 September 2019 | - |
Care UK (UKSH) Limited (Registered number: 05111488) |
Notes to the Financial Statements - continued |
for the Year Ended 30 September 2019 |
13. | Contingent liabilities |
The Company has a number of cross guarantees between group companies relating to |
debtor balances. In addition, the Company has provided parent company guarantees over |
the lease obligations and delivery of certain healthcare services by certain subsidiary |
companies. These guarantees cover the period of the contractual obligations. The Directors |
consider that the likelihood of these guarantees being called upon is remote. |
In addition the Company is a guarantor to the funding arrangements disclosed in the |
Financial Statements of Care UK Health & Social Care Investments Limited - please refer to |
those Financial Statements for full details; a brief summary of which is given below. |
Facility B Term Loan |
On 25th January 2019, the Group successfully completed the refinancing of its 2014 Loan |
Notes and 2014 Senior Secured Notes Interest through a £250m utilisation under a new |
Facility B Term Loan which was put in place on the same date. The margin payable on any |
loan utilisation is in the range of 5.0% to 5.5% above LIBOR depending on the total net |
leverage of the Group which is paid in arrears based on agreed utilisation period. At 30 |
September 2019, the £250m loan had been issued under a 3 month utilisation period. The |
termination date of Facility B is 25th July 2024. |
14. | Post balance sheet events |
On 25th October 2019, the Group sold its shares in Care UK Healthcare Holdings Limited to |
a new company Care UK Healthcare Bidco Ltd, whose equity ownership sits outside the |
Group but continues to be managed by Bridgepoint. On this date, as part of the ongoing |
financing and capital arrangements of the Group, Care UK Healthcare Bidco Ltd has |
entered into an agreement for a new revolving credit facility of £10m. |
Care UK (UKSH) Limited (Registered number: 05111488) |
Notes to the Financial Statements - continued |
for the Year Ended 30 September 2019 |
15. | Ultimate controlling party |
The controlling party is Care UK Clinical Services Limited. |
The ultimate controlling party is |
Bridgepoint Europe IV (Nominees) Limited holds 78.2% of the issued ordinary share capital |
that carries voting rights of Care UK Health & Social Care Holdings Limited as nominee for |
Bridgepoint Europe IV "A" LP, Bridgepoint Europe IV "B" LP, Bridgepoint Europe IV "C" LP, |
Bridgepoint Europe IV "D" LP, Bridgepoint Europe IV "E" LP, Bridgepoint Europe IV "F" LP |
and Bridgepoint Europe IV "G" LP (together the "BEIV Fund"). The BEIV Fund is managed |
by Bridgepoint. |
Copies of the Financial Statements of Care UK Health & Social Care Holdings Limited, the |
largest group consolidated Financial Statements which include the results of this company, |
are available from its registered office at: |
Connaught House |
850 The Crescent |
Colchester Business Park |
Colchester |
Essex |
CO4 9QB |
From 25 October 2019, BEP IV (Nominees) Limited has held 99.86% of the issued ordinary |
share capital of Care UK Health Care Topco Limited as nominee for the Bridgepoint Europe |
Portfolio IV LP fund. Bridgepoint Advisers Limited acts as fund manager for and on behalf of |
Bridgepoint Europe Portfolio IV LP fund. |