Prospectus Management Limited - Period Ending 2020-03-31

Prospectus Management Limited

(Registration number: 08039057)
Balance Sheet as at 31 March 2020

	Note	2020 £	2019 £
Fixed assets
Investments	4	1,141,375	1,141,375
Creditors: Amounts falling due within one year	5	-	(70,815)
Total assets less current liabilities		1,141,375	1,070,560
Creditors: Amounts falling due after more than one year	5	(1,140,375)	(1,069,560)
Net assets		1,000	1,000
Capital and reserves
Called up share capital		1,000	1,000
Total equity		1,000	1,000

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime and the option not to file the Profit and Loss Account has been taken.

Approved and authorised by the Board on 5 August 2020 and signed on its behalf by:
 

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

D Gold
Director

Prospectus Management Limited

Notes to the Financial Statements for the Year Ended 31 March 2020

1	General information

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

The address of its registered office is:
20-22 Stukeley Street
London
WC2B 5LR

These financial statements were authorised for issue by the Board on 5 August 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 have been prepared in accordance with Financial Reporting Standard 102 Section 1A - '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 that as disclosed in the accounting policies certain items are shown at fair value.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK And Republic or Ireland’, not to disclose related party transactions with wholly owned subsidiaries within the group.

Group accounts not prepared

The company has taken advantage of the exemption at section 398 of the Companies Act 2006 from the requirements to prepare consolidated financial statements on the grounds that it is a small size group.

Going concern

The financial statements have been prepared on a going concern basis. In the opinion of the directors the company remains a going concern and accordingly the financial statements have been prepared on a going concern basis,

Audit report

The Independent Auditor's Report was unqualified. The name of the Senior Statutory Auditor who signed the audit report on 5 August 2020 was Julian Golding, who signed for and on behalf of Wilkins Kennedy Audit Services.

Prospectus Management Limited

Notes to the Financial Statements for the Year Ended 31 March 2020

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

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.

It is the Directors view that there was no impairment at the year end. The company will review this annually and document any changes moving forward.

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.

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.

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.

Dividends

Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

3	Staff numbers

The average number of persons employed by the company (including directors) during the year, was 6 (2019 - 1).

Prospectus Management Limited

Notes to the Financial Statements for the Year Ended 31 March 2020

4	Investments

	2020 £	2019 £
Investments in subsidiaries	1,141,375	1,141,375

Subsidiaries	£
Cost or valuation
At 1 April 2019	1,141,375
Provision
Carrying amount
At 31 March 2020	1,141,375
At 31 March 2019	1,141,375

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:

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

Subsidiary undertakings
Prospectus Ltd	20-22 Stukeley Street, London, WC2B 5LR	Ordinary	100%	100%
	England & Wales

The principal activity of Prospectus Ltd is an employment and advertising agency for the beyond profit sector

Prospectus Management Limited

Notes to the Financial Statements for the Year Ended 31 March 2020

5

Creditors

Creditors: amounts falling due within one year

	Note	2020 £	2019 £
Due within one year
Other creditors	6	-	70,815

Creditors: amounts falling due after more than one year

	2020 £	2019 £
Due after one year
Other non-current financial liabilities	1,140,375	1,069,560

6	Loans and borrowings

	2020 £	2019 £
Current loans and borrowings
Other borrowings	-	70,815

Prospectus Management Limited

Notes to the Financial Statements for the Year Ended 31 March 2020

7	Related party transactions

On 9 August 2019 the company underwent a restructuring exercise in order to facilitate a Management Buyout (MBO) of Prospectus Management Limited. As part of the MBO, the entire share capital of Prospectus Management Limited was acquired by Prospectus 3.0 Limited, a company incorporated in England & Wales, its registered office and principal place of business is 20-22 Stukeley Street, London, London, WC2B 5LR.

As part of the Management buyout in August 2019, a loan facility agreement was agreed between Prospectus 3.0 Limited and Santander UK plc for £1,000,000. It is guaranteed by fixed and floating charges (LIBOR + 4% margin) over the borrower’s assets and undertakings. In parallel, a Cross-guarantee agreement was signed in August 2019 between Prospectus Ltd, the “guarantors”
Prospectus Management Ltd and Prospectus 3.0 Ltd, and Santander UK plc.