Lifeworks Corporation Ltd - Period Ending 2019-12-31

TELUS HEALTH (UK) HOLDCO LTD. - Company Information

Lifeworks Corporation Ltd 09976204 false 2019-01-01 2019-12-31 2019-12-31 The principal activity of the company is The Company holds investments in the following wholly owned subsidiaries: LifeWorks US Inc., LifeWorks Canada Ltd., LifeWorks.com Pty Ltd., and Morneau Shepell (UK) Ltd, respectively Digita Accounts Production Advanced 6.26.9041.0 true 0 true true true false true false false false false 09976204 2019-01-01 2019-12-31 09976204 2019-12-31 09976204 bus:Director1 2019-12-31 09976204 bus:Director2 2019-12-31 09976204 bus:Director3 2019-12-31 09976204 bus:Director4 2019-12-31 09976204 bus:Director5 2019-12-31 09976204 bus:Director6 2019-12-31 09976204 bus:OrdinaryShareClass1 2019-12-31 09976204 bus:Consolidated 2019-12-31 09976204 core:RetainedEarningsAccumulatedLosses 2019-12-31 09976204 core:ShareCapital 2019-12-31 09976204 core:SharePremium 2019-12-31 09976204 core:CurrentFinancialInstruments core:WithinOneYear 2019-12-31 09976204 bus:FRS102 2019-01-01 2019-12-31 09976204 bus:Audited 2019-01-01 2019-12-31 09976204 bus:FullAccounts 2019-01-01 2019-12-31 09976204 bus:RegisteredOffice 2019-01-01 2019-12-31 09976204 bus:CompanySecretary1 2019-01-01 2019-12-31 09976204 bus:CompanySecretary2 2019-01-01 2019-12-31 09976204 bus:Director1 2019-01-01 2019-12-31 09976204 bus:Director2 2019-01-01 2019-12-31 09976204 bus:Director3 2019-01-01 2019-12-31 09976204 bus:Director4 2019-01-01 2019-12-31 09976204 bus:Director5 2019-01-01 2019-12-31 09976204 bus:Director6 2019-01-01 2019-12-31 09976204 bus:OrdinaryShareClass1 2019-01-01 2019-12-31 09976204 bus:Consolidated 2019-01-01 2019-12-31 09976204 bus:PrivateLimitedCompanyLtd 2019-01-01 2019-12-31 09976204 core:ShareCapital 2019-01-01 2019-12-31 09976204 core:SharePremium 2019-01-01 2019-12-31 09976204 core:Subsidiary1 2019-01-01 2019-12-31 09976204 core:Subsidiary2 2019-01-01 2019-12-31 09976204 core:Subsidiary3 2019-01-01 2019-12-31 09976204 core:Subsidiary4 2019-01-01 2019-12-31 09976204 1 2019-01-01 2019-12-31 09976204 countries:UnitedKingdom 2019-01-01 2019-12-31 09976204 2018-12-31 09976204 core:RetainedEarningsAccumulatedLosses 2018-12-31 09976204 core:ShareCapital 2018-12-31 09976204 core:SharePremium 2018-12-31 09976204 core:CostValuation 2018-12-31 09976204 2018-01-01 2018-12-31 09976204 2018-12-31 09976204 bus:OrdinaryShareClass1 2018-12-31 09976204 core:RetainedEarningsAccumulatedLosses 2018-12-31 09976204 core:ShareCapital 2018-12-31 09976204 core:SharePremium 2018-12-31 09976204 core:CurrentFinancialInstruments core:WithinOneYear 2018-12-31 09976204 2017-12-31 09976204 core:RetainedEarningsAccumulatedLosses 2017-12-31 09976204 core:ShareCapital 2017-12-31 09976204 core:SharePremium 2017-12-31 iso4217:ARS xbrli:pure xbrli:shares

Registration number: 09976204

Lifeworks Corporation Ltd

Annual Report and Financial Statements

for the Year Ended 31 December 2019

Lifeworks Corporation Ltd

Contents

Company Information	1
Strategic Report	2
Directors' Report	3
Statement of Directors' Responsibilities	4
Independent Auditor's Report	5 to 7
Balance Sheet	8
Statement of Changes in Equity	9
Notes to the Financial Statements	10 to 13

Lifeworks Corporation Ltd

Company Information

Directors

G Colter

A Andreou

P Mullen

Company secretary

Vistra Cosec Limited

S Marsh

Registered office

Suite 1,
3rd Floor 11-12 St James's Square,
London
SW1Y 4LB

Auditors

Thomas Alexander & Co Ltd
590 Green Lanes
Palmers Green
London
N13 5RY

Lifeworks Corporation Ltd

Strategic Report for the Year Ended 31 December 2019

The directors present their strategic report for the year ended 31 December 2019.

Principal activity

The Company holds investments in the following wholly owned subsidiaries: LifeWorks US Inc., LifeWorks Canada Ltd., LifeWorks.com Pty Ltd., and Morneau Shepell (UK) Ltd, respectively.

Principal risks and uncertainties

The management of the business is subject to the risk related to the recoverability of the investments in its wholly owned subsidiaries, which is dependent on the financial performance of each subsidiary.

Approved by the Board on 12 November 2020 and signed on its behalf by:

.........................................
G Colter
Director

Lifeworks Corporation Ltd

Directors' Report for the Year Ended 31 December 2019

The directors present their report and the financial statements for the year ended 31 December 2019.

Directors of the company

The directors who held office during the year were as follows:

S Liptrap (resigned 16 September 2020)

S Milligan (resigned 16 September 2020)

S Marsh (resigned 16 September 2020)

The following directors were appointed after the year end:

G Colter (appointed 16 September 2020)

A Andreou (appointed 16 September 2020)

P Mullen (appointed 16 September 2020)

Important non adjusting events after the financial period

The future impact of uncertainties around the outbreak of the COVID-19 pandemic could generate, in future reporting periods, a significant risk of material adjustment to the reported amounts of assets and liabilities in the financial statements.

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Reappointment of auditors

The auditors Thomas Alexander & Co Ltd are deemed to be reappointed under section 487(2) of the Companies Act 2006.

Approved by the Board on 12 November 2020 and signed on its behalf by:

.........................................
G Colter
Director

Lifeworks Corporation Ltd

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 apply them consistently;

•	make judgements and accounting 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; and

•	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.

Lifeworks Corporation Ltd

Independent Auditor's Report to the Members of Lifeworks Corporation Ltd

Opinion

We have audited the financial statements of Lifeworks Corporation Ltd (the 'company') for the year ended 31 December 2019, which comprise the 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 31 December 2019 and of its results 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 Auditor’s 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 included in the annual report, other than the financial statements and our auditor’s 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.

We have nothing to report in this regard.

Lifeworks Corporation Ltd

Independent Auditor's Report to the Members of Lifeworks Corporation Ltd

Opinion on other matter 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 Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

•	the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our 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 and the Directors' Report.

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 Statement of Directors' Responsibilities [set out on page 4], 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.

Auditor’s 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 an auditor’s 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 auditor's report.

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.

Lifeworks Corporation Ltd

Independent Auditor's Report to the Members of Lifeworks Corporation Ltd

•	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 auditor’s report 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 auditor’s report. 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.

•

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the company audit. We remain solely responsible for our audit opinion.

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 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.

......................................
A Odysseos (Senior Statutory Auditor)
For and on behalf of Thomas Alexander & Co Ltd, Statutory Auditor

590 Green Lanes
Palmers Green
London
N13 5RY

12 November 2020

Lifeworks Corporation Ltd

(Registration number: 09976204)
Balance Sheet as at 31 December 2019

	Note	2019 $ 000	2018 $ 000
Fixed assets
Investments	4	146,059	146,059
Amounts due from related parties	5	2,220	2,220
Amounts due to related parties	6	(2,612)	(2,612)
Net assets		145,667	145,667
Capital and reserves
Called up share capital		253	253
Share premium reserve	8	138,437	138,437
Profit and loss account	8	6,977	6,977
Shareholders' funds		145,667	145,667

The Company had no revenues or expenses in the current or the prior year and therefore has not presented an income statement.

Approved and authorised by the Board on 12 November 2020 and signed on its behalf by:

.........................................

G Colter
Director

Lifeworks Corporation Ltd

Statement of Changes in Equity for the Year Ended 31 December 2019

	Share capital $ 000	Share premium $ 000	Profit and loss account $ 000	Total $ 000
At 1 January 2019	253	138,437	6,977	145,667
At 31 December 2019	253	138,437	6,977	145,667

	Share capital $ 000	Share premium $ 000	Profit and loss account $ 000	Total $ 000
At 1 January 2018	253	138,437	6,977	145,667
At 31 December 2018	253	138,437	6,977	145,667

Lifeworks Corporation Ltd

Notes to the Financial Statements for the Year Ended 31 December 2019

1	General information

The company is a private company limited by share capital, incorporated in United Kingdom.

The address of its registered office is:
Suite 1,
3rd Floor 11-12 St James's Square,
London
SW1Y 4LB
United Kingdom

These financial statements were authorised for issue by the Board on 12 November 2020.

2	Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Group accounts not prepared

The Company is exempt by virtue of s401 subject to the small companies regime of the Companies Act 2006 from the requirement to prepare group financial statements. These financial statements present information about the Company as an individual undertaking and not about its group..

Going concern

The financial statements have been prepared on a going concern basis. The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus they have chosen to adopt the going concern basis of accounting in preparing the financial statements.

Foreign currency transactions and balances

The Company's functional and presentation currency is United States Dollars ($), given the majority of its activity is in the United States.

Foreign currency transactions are translated into the funtional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Lifeworks Corporation Ltd

Notes to the Financial Statements for the Year Ended 31 December 2019

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

3	Staff costs

The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:

	2019 No.	2018 No.
Directors & officers	3	3
	3	3

4	Investments

	2019 $ 000	2018 $ 000
Investments in subsidiaries	146,059	146,059

Subsidiaries	$ 000
Cost or valuation
At 1 January 2019	146,059
Provision
Carrying amount
At 31 December 2019	146,059
At 31 December 2018	146,059

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Lifeworks Corporation Ltd

Notes to the Financial Statements for the Year Ended 31 December 2019

Undertaking	Registered office	Investment	Holding		Principal Activity

Subsidiary undertakings
LifeWorks US Inc	1209 Orange Street, Wilmington, DE 19801, United States	$77,662 (2018: $77,662)	100%	Employee well-being

LifeWorks Canada Ltd	895 Don Mills Road, Tower One, Suite 700, Toronto, ON M3C 1W3 Canada	$23,774 (2018: $23,774)	100%	Employee well-being

Morneau Shepell (UK) Ltd	Suite 1 3rd Floor 11-12 St James's Square London SW1Y 4LB United Kingdom	$41,992 (2018: $41,992)	100%	Employee well-being

LifeWorks.com Pty Ltd	Holding Redlich 'MLC Centre', Level 65, 19-29 Martin Place, Sydney, NSW 2000, Australia	$2,631 (2018: $2,631)	100%	Employee well-being

Debtors

	Note	2019 $ 000	2018 $ 000
Amounts owed by related parties	9	2,220	2,220

Creditors

	Note	2019 $ 000	2018 $ 000
Amounts due to related parties	9	2,612	2,612

7	Share capital

Allotted, called up and fully paid shares

	2019		2018
	No.	$	No.	$
Ordinary shares of $0.012 each	21,096,109	253	21,096,109	253

Lifeworks Corporation Ltd

Notes to the Financial Statements for the Year Ended 31 December 2019

Reserves

Share capital

Represents the nominal value of the issued share capital.

Share premium

Includes all movements attributable to share premium which is the excess of the fair value of consideration received for shares over the nominal value.

9	Related party transactions

Included in debtors is an amount of $2,220 (2018: $2,220) owed from Morneau Shepell Ltd, the immediate parent company. Included in creditors is an amount of $1,981 (2018: $1,981) owed to LifeWorks US Inc, a wholly owned subsidiary. Also included in creditors is an amount of $631 (2018: $631) owed to LifeWorks.com Pty Ltd, a wholly owned subsidiary.

10	Parent and ultimate parent undertaking

The immediate parent is Morneau Shepell Ltd, a company incorporated in Canada.

The ultimate parent is Morneau Shepell Inc., a publicly traded company also incorporated in Canada.

The consolidated financial statements of Morneau Shepell Inc. are available to the public and may be obtained from https://www.morneaushepell.com/ca-en/financial-reports.