Cibus Bingham Limited - Limited company accounts 20.1

REGISTERED NUMBER: 10793404 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2019

FOR

CIBUS BINGHAM LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Cash Flow Statement

10

Notes to the Financial Statements

11

DIRECTORS:

J Alun-Jones

Ms A L Rainsford

REGISTERED OFFICE:

Kensington Library

2nd Floor (East Wing)

12 Phillimore Walk

London

W8 7RX

REGISTERED NUMBER:

10793404 (England and Wales)

AUDITORS:

Lewis Brownlee (Chichester) Limited

Chartered Accountants

Statutory Auditors

Appledram Barns

Birdham Road

Chichester

West Sussex

PO20 7EQ

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

REVIEW OF BUSINESS

The company holds an investment in the Spanish holding company Mount Kellett SL, which in turn holds investments in the Olivos Naturales SL group of companies.

The key performance indicator of the business is the value of its investments; which are presented at fair value. Valuations have also been undertaken at 31 March 2020 and these have not caused any concern over the fair value presented as at 31 December 2019.

At the period end the company was operating as expected.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal business risks and uncertainties facing the operational business relate to the performance of the company's Spanish subsidiary, which is in turn dependent on the olive price and the Spanish weather.

The financial statements are prepared in Euros, the company's functional currency, to mitigate the exchange risk to which the company would otherwise be exposed.

ON BEHALF OF THE BOARD:

J Alun-Jones - Director

17 December 2020

The directors present their report with the financial statements of the company for the year ended 31 December 2019.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a holding company.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2019.

FUTURE DEVELOPMENTS

The company will continue to hold the investments on behalf of Cibus Investments Limited (registered in Guernsey) into the future.

DIRECTORS

The directors during the year under review were:

J Alun-Jones

G Sasson

- resigned 8/5/2019

Ms A L Rainsford

- appointed 8/5/2019

The directors holding office at 31 December 2019 did not hold any beneficial interest in the issued share capital of the company at 1 January 2019 (or date of appointment if later) or 31 December 2019.

FINANCIAL INSTRUMENTS

The company has its finance facilities made available to it in Euros, to match its European investment holdings, providing the company with a natural hedge. The finance facilities are repayable on demand.

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	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.

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 auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Lewis Brownlee (Chichester) Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

J Alun-Jones - Director

17 December 2020

Opinion

We have audited the financial statements of Cibus Bingham Limited (the 'company') for the year ended 31 December 2019 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement 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 profit 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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.

Opinions on other matters 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 the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

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 Directors' Responsibilities Statement set out on page three, 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 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.

Auditors' 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 a Report of the Auditors 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 Report of the Auditors.

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 a Report of the Auditors 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.

Sarah Alexander FCCA FCA (Senior Statutory Auditor)

for and on behalf of Lewis Brownlee (Chichester) Limited

Chartered Accountants

Statutory Auditors

Appledram Barns

Birdham Road

Chichester

West Sussex

PO20 7EQ

21 December 2020

TURNOVER

-

-

Administrative expenses

4,967

4,311

OPERATING LOSS

4

(4,967

)

(4,311

)

Gain/loss on revaluation of investments

9,976,551

27,242,702

PROFIT BEFORE TAXATION

9,971,584

27,238,391

Tax on profit

5

-

-

PROFIT FOR THE FINANCIAL YEAR

9,971,584

27,238,391

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

9,971,584

27,238,391

FIXED ASSETS

Investments

7

83,147,853

72,249,302

CURRENT ASSETS

Debtors

8

10,000,228

-

CREDITORS

Amounts falling due within one year

9

10,020,878

43,015,911

NET CURRENT LIABILITIES

(20,650

)

(43,015,911

)

TOTAL ASSETS LESS CURRENT LIABILITIES

83,127,203

29,233,391

CAPITAL AND RESERVES

Called up share capital

11

518,504

22,800

Share premium

45,403,724

1,977,200

Other reserves

37,219,253

27,242,702

Retained earnings

(14,278

)

(9,311

)

SHAREHOLDERS' FUNDS

83,127,203

29,233,391

The financial statements were approved by the Board of Directors and authorised for issue on 17 December 2020 and were signed on its behalf by:

J Alun-Jones - Director

Called up

share

Retained

Share

Other

Total

capital

earnings

premium

reserves

equity

€

€

€

€

€

Balance at 1 January 2018

22,800

(5,000

)

1,977,200

-

1,995,000

Changes in equity

Total comprehensive income

-

(4,311

)

-

27,242,702

27,238,391

Balance at 31 December 2018

22,800

(9,311

)

1,977,200

27,242,702

29,233,391

Changes in equity

Issue of share capital

495,704

-

43,426,524

-

43,922,228

Total comprehensive income

-

(4,967

)

-

9,976,551

9,971,584

Balance at 31 December 2019

518,504

(14,278

)

45,403,724

37,219,253

83,127,203

Cash flows from operating activities

Cash generated from operations

13

-

-

Increase in cash and cash equivalents

-

-

Cash and cash equivalents at beginning of year

-

-

Cash and cash equivalents at end of year

-

-

1.	STATUTORY INFORMATION

Cibus Bingham Limited is a private company, limited by shares, registered in England and Wales. The company's registered office is Kensington Library, 2nd Floor (East Wing), 12 Phillimore Walk, London W8 7RX.

The functional and presentation currency of the financial statements is the Euro (€).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with the Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the accounting policies set out below.

Preparation of consolidated financial statements

The financial statements contain information about Cibus Bingham Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 405 (3) (c) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Critical accounting judgements and key sources of estimation uncertainty

The judgement as to the fair value of the company investments is the key source of estimation uncertainty. The estimate is made by the directors based upon standard group investment policies.

Investments in subsidiaries

Investments in subsidiary undertakings are carried at fair value. The investments are regarded as being held as part of an investment portfolio.

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.

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.

Turnover

Turnover represents dividend income. Dividends are recognised when they are paid.

Going concern

The company is supported by the Cibus group of investment funds. The finance is principally made available by means of loan facilities that are repayable on demand. The directors of the company have reviewed the going concern position of the company for the twelve month period from the date of signature of these financial statements. They have concluded that the company is a going concern on the basis that they have received appropriate assurances that repayment of the loans will not be requested until at least 31 December 2021.

3.	EMPLOYEES AND DIRECTORS

There were no staff or directors remuneration costs for the periods ended 31 December 2019 or 31 December 2018.

The average number of employees in the period was 2.

2019

2018

€

€

Directors' remuneration

-

-

4.	OPERATING PROFIT

The operating profit is stated after charging:

2019

2018

€

€

Auditors' remuneration

2,352

2,348

Other non- audit services

2,615

1,963

5.

TAXATION

No liability to UK corporation tax arose for the period. Tax losses of approximately €14,278 (2018: €9,311) will be carried forward against future taxable profits.

6.

COVID 19

At the time of signing these financial statements, the rapidly evolving situation of the Covid-19 pandemic is expected to have a significant effect on the global economy, however the agricultural industry is resilient to economic downturns and diseases due to the persistency of demand for food and the high level of diversification within the industry. Valuations undertaken as of 31 March 2020 have supported the valuations as at 31 December 2019 and not suggested a need to impair these valuations.

7.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

€

COST OR VALUATION

At 1 January 2019

72,249,302

Additions

922,000

Revaluations

9,976,551

At 31 December 2019

83,147,853

NET BOOK VALUE

At 31 December 2019

83,147,853

At 31 December 2018

72,249,302

Cost or valuation at 31 December 2019 is represented by:

Shares in

group

undertakings

€

Valuation in 2018

27,242,702

Valuation in 2019

9,976,551

Cost

45,928,600

83,147,853

If the company's investments had not been revalued they would have been included at the following historical cost:

2019

2018

€

€

Cost

45,928,600

45,006,600

The company's investments were valued on a fair value basis on 31 December 2019 by the directors .

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Company name

Country

Nature of business

Class

Effective holdings %

Mount Kellet SL

Spain

Holding company

Ordinary

100

Olivos Naturales S.L.

Spain

Holding company

Ordinary

100

Innolivo Portugal Unipessoal LDA

Spain

Production and sale of olives and oil

Ordinary

100

Sociedade Agricola do Vale de Umbria

Spain

Production and sale of olives and oil

Ordinary

100

Sociedade Agricola El Pedregal SA

Spain

Production and sale of olives and oil

Ordinary

100

Company name

Aggregate capital and reserves € to 31.12.2019

Aggregate loss for the period € to 31.12.2019

Mount Kellet SL

45,916,738

2,255

Olivos Naturales S.L.

42,213,188

(1,840,079

)

Innolivo Portugal Unipessoal LDA

29,132,430

402,639

Sociedade Agricola do Vale de Umbria

11,258,266

1,081,178

Sociedade Agricola El Pedegral SA

3,909,269

189,014

8.

DEBTORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2019

2018

€

€

Amounts owed by group undertakings

10,000,228

-

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2019

2018

€

€

Trade creditors

-

2,628

Amounts owed to group undertakings

10,006,600

43,006,600

Other creditors

9,842

2,076

Accruals and deferred income

4,436

4,607

10,020,878

43,015,911

See related parties note for details of balance with group undertakings.

10.	FINANCIAL INSTRUMENTS

Financial liabilities, measured at amortised cost include amounts owed to group undertakings of €10,016,442 (2018: €43,008,676) and trade creditors and accruals of €4,436 (2018: €7,235).

11.	CALLED UP SHARE CAPITAL

Allotted and issued:

Number:

Class:

Nominal value:

2019 €

2018 €

45,482,790

Ordinary

€0.0114

518,504

22,800

43,482,790 Ordinary shares of €0.0114 each were allotted during the period at a premium of €1 per share. The consideration took the form of the cancellation of loans from the shareholders.

12.	RELATED PARTY DISCLOSURES AND ULTIMATE CONTROL

Entities with control, joint control or significant influence over the entity

2019

2018

€

€

Amount due from related party

10,000,228

-

Amount due to related party

10,016,442

43,008,676

The company is controlled by Cibus Investments Limited (registered in Guernsey), which is a general partner of the investment funds Cibus Fund LP and Cibus Co-Invest II LP. These entities have made interest free loans repayable on demand, totalling €16,442, €4,001,512 and €3,849,266 respectively (2018: €8,676, €30,100,000 and €12,900,000).

During the period loans amounting to €43,922,000 from the parent entities were exchanged for capital in the company.

Further loans have been made in the year by Cibus Clara Fund LP and HLB Private Wealth Nominees (Wollongong) Ptt Limited ATF Innoliva Trust of €1,046,902 and €1,102,320. These loans are also interest free and repayable on demand.

The company has made a loan of €10,000,000 in the period to Mount Kellet SL, in who it owns 100% of the issued share capital. This loan is repayable in full on 29/03/2030 and interest will accrue at 3.25% per annum on the balance, payable upon termination date. The loan was made during this period but interest will accrue from the date of the agreement, being February 2020.

13.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2019

2018

€

€

Profit before taxation

9,971,584

27,238,391

Gain on revaluation of fixed assets

(9,976,551

)

(27,242,702

)

(4,967

)

(4,311

)

Increase in trade and other creditors

4,967

4,311

Cash generated from operations

-

-