Fieldbay Bidco Limited - Period Ending 2020-03-30

Registration number: 11835415

Fieldbay Bidco Limited

Annual Report and Financial Statements

for the Year Ended 30 March 2020

Hazlewoods LLP
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

Fieldbay Bidco Limited

Contents

Company Information	1
Directors' Report	2
Strategic Report	3
Statement of Directors' Responsibilities	4
Independent Auditor's Report	5 to 7
Profit and Loss Account	8
Balance Sheet	9
Statement of Changes in Equity	10
Notes to the Financial Statements	11 to 18

Fieldbay Bidco Limited

Company Information

Directors

G N Dufton P R Hainsworth J A King

Registered office

Windsor House Bayshill Road Cheltenham GL50 3AT

Auditors

Hazlewoods LLP Windsor House Bayshill Road Cheltenham GL50 3AT

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Fieldbay Bidco Limited

Directors' Report for the Year Ended 30 March 2020

The directors present their report and the financial statements for the year ended 30 March 2020.

Directors of the company

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

P R Hainsworth

J A King

The following director was appointed after the year end:

G N Dufton (appointed 5 June 2020)

Principal activity

The principal activity of the company is that of a holding company.

Disclosure of information to the auditors

Each director has taken the 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

Hazlewoods LLP have expressed their willingness to continue in office.

Approved by the Board on 25 November 2020 and signed on its behalf by:

.........................................
G N Dufton
Director

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Fieldbay Bidco Limited

Strategic Report for the Year Ended 30 March 2020

The directors present their strategic report for the year ended 30 March 2020. The comparative period is from 19 February 2019 to 31 March 2019.

Fair review of the business

Details of future developments, principal risks and uncertainties, key performance indicators, financial instruments and going concern are disclosed in the group financial statements of the parent company, TLC Care Holdings Limited.

Approved by the Board on 25 November 2020 and signed on its behalf by:

.........................................
G N Dufton
Director

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Fieldbay Bidco Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Directors' Report, Strategic 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 has 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.

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Fieldbay Bidco Limited

Independent Auditor's Report to the Members of Fieldbay Bidco Limited

Opinion

We have audited the financial statements of Fieldbay Bidco Limited (the 'company') for the year ended 30 March 2020, which comprise the Profit and Loss Account, 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 March 2020 and of its loss 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.

However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company’s ability to continue as a going concern. For example, it is difficult to evaluate all of the potential implications of the current COVID-19 outbreak on the company’s trade, employees, customers, suppliers and the wider economy.

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.

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Fieldbay Bidco Limited

Independent Auditor's Report to the Members of Fieldbay Bidco Limited

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.

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Fieldbay Bidco Limited

Independent Auditor's Report to the Members of Fieldbay Bidco Limited

Use of this 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.

......................................
Simon Worsley (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Windsor House
Bayshill Road
Cheltenham
GL50 3AT

25 November 2020

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Fieldbay Bidco Limited

Profit and Loss Account for the Year Ended 30 March 2020

	Note	Year ended 30 March 2020  £ 000	19 February 2019 to 30 March 2019  £ 000
Turnover		-	-
Administrative expenses		(87)	(5)
Operating loss		(87)	(5)
Other interest receivable and similar income	3	9	1
Interest payable and similar charges	4	(894)	(46)
Loss before tax		(972)	(50)
Taxation	8	-	-
Loss for the financial year		(972)	(50)

The above results were derived from continuing operations.

The company has no other comprehensive income for the year.

The notes on pages 11 to 18 form an integral part of these financial statements.
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Fieldbay Bidco Limited

(Registration number: 11835415)
Balance Sheet as at 30 March 2020

	Note	30 March 2020  £ 000	30 March 2019  £ 000
Fixed assets
Investments	9	5,389	5,389
Current assets
Debtors: Amounts falling due within one year	10	5,506	1,701
Debtors: Amounts falling due after more than one year	10	-	160
Cash at bank and in hand		720	1,836
		6,226	3,697
Creditors: Amounts falling due within one year	11	(3,199)	(47)
Net current assets		3,027	3,650
Total assets less current liabilities		8,416	9,039
Creditors: Amounts falling due after more than one year	11	(9,438)	(9,089)
Net liabilities		(1,022)	(50)
Capital and reserves
Called up share capital	13	-	-
Profit and loss account		(1,022)	(50)
Total equity		(1,022)	(50)

Approved and authorised by the Board on 25 November 2020 and signed on its behalf by:
 

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

G N Dufton
Director

The notes on pages 11 to 18 form an integral part of these financial statements.
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Fieldbay Bidco Limited

Statement of Changes in Equity for the Year Ended 30 March 2020

	Share capital £ 000	Profit and loss account £ 000	Total £ 000
At 31 March 2019	-	(50)	(50)
Loss for the year	-	(972)	(972)
At 30 March 2020	-	(1,022)	(1,022)

	Share capital £ 000	Profit and loss account £ 000	Total £ 000
Loss for the period	-	(50)	(50)
New share capital subscribed	-	-	-
At 30 March 2019	-	(50)	(50)

The notes on pages 11 to 18 form an integral part of these financial statements.
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Fieldbay Bidco Limited

Notes to the Financial Statements for the Year Ended 30 March 2020

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

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' and the Companies Act 2006.

Basis of preparation

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

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Summary of disclosure exemptions

FRS 102 allows a qualifying entity certain disclosure exemptions subject to conditions. The Company has taken advantage of the following exemptions in its individual financial statements:

- from preparing a statement of cash flows, on the basis that it is a qualifying entity and the consolidated statement of cashflows is included in the consolidated financial statements of its intermediate parent undertaking TLC Care Holdings Limited;

-from the financial instrument disclosures, required under FRS 102 paragraphs 11.41(b), 11.41(c), 11.41(e), 11.41(f), 11.42, 11.44, 11.45, 11.47, 11.48(a) (iii), 11.48(a)(iv), 11.48(b), 11.48(c), 12.26, 12.29(a), 12.29(b) and 12.29A as information is provided in the consolidated financial statements of its intermediate parent undertaking TLC Care Holdings Limited; and

- from disclosing the Company key management personnel compensation as required by FRS 102 paragraph 33.7.

Name of parent of group

These financial statements are consolidated in the financial statements of TLC Care Holdings Limited.

The financial statements of TLC Care Holdings Limited may be obtained from Companies House.

Group accounts not prepared

The financial statements present information about the company as an individual undertaking and not about its group. The company has not prepared group accounts as it is exempt from the requirement to do so by section 400 of the Companies Act 2006 as it is a subsidiary undertaking of TLC Care Holdings Limited, a company incorporated in England and Wales, and is included in the consolidated accounts of that company.

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Fieldbay Bidco Limited

Notes to the Financial Statements for the Year Ended 30 March 2020

Going concern

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Judgements and estimation uncertainty

These financial statements do not contain any significant judgements or estimation uncertainty.

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.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the Profit and Loss Account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Financial instruments

Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

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Fieldbay Bidco Limited

Notes to the Financial Statements for the Year Ended 30 March 2020

Financial instruments (continued)

Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

3

Other interest receivable and similar income

	2020 £ 000	2019 £ 000
Interest income on bank deposits	9	1

4

Interest payable and similar expenses

	2020 £ 000	2019 £ 000
Interest on preference shares	263	-
Interest expense on other finance liabilities	631	25
Other finance costs	-	21
	894	46

5

Staff costs

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

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Fieldbay Bidco Limited

Notes to the Financial Statements for the Year Ended 30 March 2020

	Year ended 30 March 2020  No.	19 February 2019 to 30 March 2019  No.
Administration and support	3	3

6

Directors' remuneration

The directors are also officers of another group company and are not remunerated by this company. It is not practicable to allocate their remuneration between their services as director of this Company and other group companies.
 

7

Auditors' remuneration

	2020 £ 000	2019 £ 000
Audit of the financial statements	3	-

The Company has taken the exemption not to disclose fees payable to the Company's auditors for non-audit services in the current period as these are included in the group financial statements of TLC Care Holdings Limited.
 

8

Taxation

The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK of 19% (2019 - 19%).

The differences are reconciled below:

	2020 £ 000	2019 £ 000
Loss before tax	(972)	(50)
Corporation tax at standard rate	(185)	(10)
Effect of tax losses	185	10
Total tax charge/(credit)	-	-

The reduction in the UK’s corporation tax rate from 19% to 17% with effect from 1 April 2020 was substantively enacted on 6 September 2016. It was announced in the March 2020 budget that the corporation tax rate would not fall to 17% but remain at 19% until at least April 2022. This change was not substantively enacted at any balance sheet date presented in these accounts.

9

Investments in subsidiaries, joint ventures and associates

	2020 £ 000	2019 £ 000
Investments in subsidiaries	5,389	5,389

Subsidiaries	£ 000
Cost and carrying amount
At 31 March 2019 and at 31 March 2020	5,389

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Fieldbay Bidco Limited

Notes to the Financial Statements for the Year Ended 30 March 2020

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Fieldbay Bidco Limited

Notes to the Financial Statements for the Year Ended 30 March 2020

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking	Registered office	Holding	Proportion of voting rights and shares held
			2020	2019

Subsidiary undertakings
Fieldbay (2019) Limited		Ordinary	100%	100%
	England and Wales
Tan Yr Allt House Limited		Ordinary	100%	100%
	England and Wales
Pen-Y-Bont Court Limited		Ordinary	100%	100%
	England and Wales
Heathfield Lodge Limited		Ordinary	100%	100%
	England and Wales
Tan Yr Allt Lodge Limited		Ordinary	100%	100%
	England and Wales
Domcare@Fieldbay Limited		Ordinary	100%	100%
	England and Wales
Yr Ysgol Limited		Ordinary	100%	100%
	England and Wales
Cwm Gwendraeth Limited		Ordinary	100%	100%
	England and Wales
Ty Cwm Gwendraeth Limited		Ordinary	100%	0%
	England and Wales
Fieldbay Ty Newydd Limited		Ordinary	100%	0%
	England and Wales

The principal activity of Fieldbay (2019) Limited is the provision of management services to group companies. The principal activity of all other subsidiaries is the provision of specialist healthcare services.

10

Debtors

	30 March 2020  £ 000	30 March 2019  £ 000
Other debtors	1,616	1,701
Amounts owed by group undertakings	3,890	160
	5,506	1,861

11

Creditors

	Note	30 March 2020  £ 000	30 March 2019  £ 000
Due within one year
Amounts due to group companies	14	3,170	20
Other creditors		-	27
Accrued expenses		29	-
		3,199	47
Due after one year
Loans and borrowings	12	9,438	9,089

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Fieldbay Bidco Limited

Notes to the Financial Statements for the Year Ended 30 March 2020

12

Loans and borrowings

	2020 £ 000	2019 £ 000
Non-current loans and borrowings
Bank borrowings	7,425	7,339
Redeemable preference shares	2,013	1,750
	9,438	9,089

The bank loan of £7,500,000 was drawn down in March 2019 and is due for repayment on 14 March 2021. The loan balance is disclosed net of costs of raising finance which are amortised over the period of the loan. The loan has been refinanced post year end. It was secured by first legal charges over the freehold property in a subsidiary company which has been released post year end.

Preference shares include £263,000 of accrued interest. The preference share rights of return and redemption are as detailed in the Company's Articles of Association.

13

Share capital

Allotted, called up and fully paid shares

	2020		2019
	No.	£	No.	£
Ordinary A shares of £1 each	30	30	30	30
Ordinary B shares of £1 each	70	70	70	70
	100	100	100	100

Rights, preferences and restrictions

The share classes rank pari passu in all respects other than dividend rights.

14

Related party transactions

At the balance sheet date, the company owed £20,000 (2019 - £20,000) to TLC Care Homes Limited, a related group company.

At 31 March 2020, the company was owed £1,750,000 by TLC Care Holdings Limited, its parent company.

15

Parent and ultimate parent undertaking

The company's immediate parent is TLC Care Holdings Limited, incorporated in England and Wales.

 The ultimate parent is Specialist Healthcare Operations Limited, incorporated in the Isle of Man, which is considered to have no single controlling party.

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Fieldbay Bidco Limited

Notes to the Financial Statements for the Year Ended 30 March 2020

16

Guarantees

The company has provided a fixed charge and negative pledge in relation to cash deposits to HSBC UK Bank PLC. Post year end, a fixed and floating charge and negative pledge was entered into with Clydesdale Bank PLC over the refinancing of the loan.

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