ACCOUNTS - Final Accounts preparation


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Registered number: 08843321










MWC INVESTMENTS LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2020

 
MWC INVESTMENTS LIMITED
 
 
COMPANY INFORMATION


Directors
Paul Andrew Cluskey 
Gerard Olaivar Marapao (appointed 17 July 2020)
Brian Quinlan Morrisroe (appointed 17 July 2020)
Michael William Cantillon (resigned 17 July 2020)
Sonia May Kerr (resigned 17 July 2020)




Company secretary
No company secretary



Registered number
08843321



Registered office
10 Elton Way

Watford

Hertfordshire

WD25 8HH




Independent auditors
MHA MacIntyre Hudson
Chartered Accountants and Statutory Auditors

2 London Wall Place

London

EC2Y 5AU





 
MWC INVESTMENTS LIMITED
 

CONTENTS



Page
Strategic report
1
Directors' report
2 - 3
Independent auditors' report
4 - 6
Statement of comprehensive income
7
Balance sheet
8
Statement of changes in equity
9
Notes to the financial statements
10 - 17


 
MWC INVESTMENTS LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2020

Introduction
 
MWC Investments Limited is a holding company. In the year it had no transactions.

Business review
 
MWC Investments Limited does not expect to receive a dividend in the current financial year. The performance of its 100% owned subsidiary is expected to be strong but profits will be reinvested into that business and used for other purposes.

Principal risks and uncertainties
 
As a holding company the principal risks and uncertainties relate primarily to the performance of its 100% subsidiary Cantillon Limited, which has a positive outlook.

Financial key performance indicators
 
As a holding company, the financial and non financial key performance indicators are limited to dividend receipts.


This report was approved by the board and signed on its behalf.



Paul Andrew Cluskey
Director

Date: 18 May 2021

Page 1

 
MWC INVESTMENTS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2020

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

Directors' responsibilities statement

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 the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 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 for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The profit for the year, after taxation, amounted to £NIL (2019 - £8,665 thousand).

No dividend has been paid in the year (2019 - £1,691k)

Directors

The directors who served during the year were:

Paul Andrew Cluskey 
Michael William Cantillon (resigned 17 July 2020)
Sonia May Kerr (resigned 17 July 2020)

Future developments

As a holding company, the future developments relate primarily to the performance of its 100% subsidiary Cantillon Limited which is expected to be strong. Profits will be reinvested into that business and used for other purposes.

Page 2

 
MWC INVESTMENTS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2020

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

On 17 July 2020, Morrisroe Group Ltd acquired a majority shareholding in the Cantillon Group.

Auditors

The auditors, MHA MacIntyre Hudson, were appointed by the directors in the year and offer themselves for re-election.

This report was approved by the board and signed on its behalf.
 





Paul Andrew Cluskey
Director

Date: 18 May 2021

Page 3

 
MWC INVESTMENTS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MWC INVESTMENTS LIMITED
 

Opinion


We have audited the financial statements of MWC Investments Limited (the 'Company') for the year ended 30 June 2020, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 June 2020 and of its result 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 United Kingdom, including the Financial Reporting Council'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.


Page 4

 
MWC INVESTMENTS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MWC INVESTMENTS LIMITED (CONTINUED)


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 Auditors' 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 statementsour 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.


Opinion 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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the 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 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 Directors' report.


We have nothing to report in respect of the following matters in relation to which 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.


Page 5

 
MWC INVESTMENTS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MWC INVESTMENTS LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 2, 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.


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 an Auditors' 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 Auditors' report.


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 2006Our 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 Auditors' 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.





Brendan Sharkey FCA (Senior statutory auditor)
  
for and on behalf of
MHA MacIntyre Hudson
 
Chartered Accountants and Statutory Auditors
  
2 London Wall Place
London
EC2Y 5AU

 
Date: 
18 May 2021
Page 6

 
MWC INVESTMENTS LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2020

2020
2019
Note
£000
£000

  

Turnover
 4 
-
372

Cost of sales
  
-
(275)

Gross profit
  
-
97

Administrative expenses
  
-
(44)

Operating profit
  
-
53

Income from shares in group undertakings
  
-
8,691

Interest payable and expenses
 7 
-
(79)

Profit before tax
  
-
8,665

Profit for the financial year
  
-
8,665

Other comprehensive income for the year
  

  

Total comprehensive income for the year
  
-
8,665

The notes on pages 10 to 17 form part of these financial statements.

Page 7

 
MWC INVESTMENTS LIMITED
REGISTERED NUMBER: 08843321

BALANCE SHEET
AS AT 30 JUNE 2020

2020
2019
Note
£000
£000

Fixed assets
  

Investments
 10 
16,883
16,883

  
16,883
16,883

Current assets
  

Debtors: amounts falling due within one year
 11 
422
422

  
422
422

Creditors: amounts falling due within one year
 12 
(4,046)
(4,046)

Net current liabilities
  
 
 
(3,624)
 
 
(3,624)

Total assets less current liabilities
  
13,259
13,259

  

Net assets
  
13,259
13,259


Capital and reserves
  

Called up share capital 
 13 
1
1

Share premium account
 14 
2,399
2,399

Profit and loss account
 14 
10,859
10,859

  
13,259
13,259


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




Paul Andrew Cluskey
Director

Date: 18 May 2021

The notes on pages 10 to 17 form part of these financial statements.

Page 8

 
MWC INVESTMENTS LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2020


Called up share capital
Share premium account
Profit and loss account
Total equity

£000
£000
£000
£000


At 1 July 2018
1
2,399
3,885
6,285



Profit for the year
-
-
8,665
8,665

Dividends: Equity capital
-
-
(1,691)
(1,691)



At 1 July 2019
1
2,399
10,859
13,259


At 30 June 2020
1
2,399
10,859
13,259


The notes on pages 10 to 17 form part of these financial statements.

Page 9

 
MWC INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020

1.


General information

MWC Investments Limited is a private company limited by shares and incorporated in England and Wales. The Company's registered office and principal place of business is located at 10 Elton Way, Watford, WD25 8HH.
The company acted solely as a holding company in the year and therefore had no trading activity in the year.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The financial statements are presented in Sterling (£), the functional currency, rounded to the nearest £1,000.
MWC Investments Limited is the parent company of a group. Consolidated financial statements have not been prepared as the company was a subsidiary of MWC Investments II Limited at 30 June 2020.

The following principal accounting policies have been applied:

 
2.2

Financial reporting standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of MWC Investments II Limited as at 30 June 2020 and these financial statements may be obtained from Companies House.

 
2.3

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.

Page 10

 
MWC INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.

 
2.5

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.7

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.8

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.9

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 11

 
MWC INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020

2.Accounting policies (continued)

 
2.10

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

 
2.11

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 12

 
MWC INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In preparing the financial statements, management is required to make judgements, estimates and assumptions that affect the amount presented in the financial statements and related disclosure.
Management is required to exercise its judgement in selecting and applying the entity's acocunting policies. Management makes use of estimates and associated assumptions, which are based on historical experienced and other factors that are considered to be relevant. Actual results in the future could differ from these estimates, which may be material to these financial statements.
Management did not make any significant judgements in the process of applying the entity's accounting policies, nor did they make estimates that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next year.


4.


Turnover

An analysis of turnover by class of business is as follows:


2020
2019
£000
£000

Rendering of Services
-
372

-
372


Analysis of turnover by country of destination:

2020
2019
£000
£000

United Kingdom
-
372

-
372



5.


Auditors' remuneration

The audit fee expense has been borne by a subsidiary company.



The Company has taken advantage of the exemption not to disclose amounts paid for non audit services as these are disclosed in the group accounts of the parent Company.


6.


Employees




The Company has no employees other than the directors, who did not receive any remuneration (2019 - £NIL).

Page 13

 
MWC INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020

7.


Interest payable and similar expenses

2020
2019
£000
£000


Other loan interest payable
-
79

-
79


8.


Taxation


2020
2019
£000
£000



Total current tax
-
-

Factors affecting tax charge for the year

The tax assessed for the year is the same as (2019 - lower than) the standard rate of corporation tax in the UK of 19% (2019 - 19%). The differences are explained below:

2020
2019
£000
£000


Profit on ordinary activities before tax
-
8,665


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2019 - 19%)
-
1,646

Effects of:


Expenses not deductible for tax purposes
-
3

Non-taxable income
-
(1,985)

Group relief
-
336

Total tax charge for the year
-
-


9.


Dividends

2020
2019
£000
£000


Dividends paid
-
1,691

-
1,691

Page 14

 
MWC INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020

10.


Fixed asset investments





Investments in subsidiary companies

£000



Cost or valuation


At 1 July 2019
16,883



At 30 June 2020
16,883





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Cantillon Holdings Limited
10 Elton Way, Watford, England, WD25 8HH
Ordinary
100%
Cantillon Limited
10 Elton Way, Watford, England, WD25 8HH
Ordinary
100%


11.


Debtors

2020
2019
£000
£000


Amounts owed by group undertakings
422
422

422
422


Page 15

 
MWC INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020

12.


Creditors: Amounts falling due within one year

2020
2019
£000
£000

Trade creditors
2
2

Amounts owed to group undertakings
4,042
4,042

Other taxation and social security
2
2

4,046
4,046


MWC Investments Limited has provided guarantees as security against a loan that was taken out by its parent company MWC Investments II Limited.


13.


Share capital

2020
2019
£000
£000
Allotted, called up and fully paid



100,000 (2019 - 100,000) Allotted, called up and fully paid shares of £0.01 each
1
1


14.


Reserves

Share premium account

Includes any premiums received on issue of share capital. Any transactions costs associated with the issuing of shares are deducted from share premium.

Profit and loss account

Includes all current and prior retained earnings and losses.

Page 16

 
MWC INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020

15.


Related party transactions

During the year of reporting an amount of £Nil (2019: £300,000) was paid to Pure Logistics and Consultancy Limited. Pure Logistics and Consultancy Limited is owned and controlled by Mike Cantillon. Mike Cantillon was a Director of all entities in the group during the year of reporting as well as being a shareholder of the group. There was no balance outstanding as at 30 June 2020.
Beechbrook Mezzanine II SARL was a shareholder of MWC Investments Limited up to September 2018, and up to this point had extended a loan to MWC Investments Limited. Interest of £Nil (2019: £78,670) was paid during the year of reporting to Beechbrook Mezzanine II SARL. There was no balance outstanding as at 30 June 2020.
During the year of reporting an amount of £Nil (2019: £28,000) was paid to Three V Partnership LLP. Three V Partnership LLP is owned and controlled by J Constable and P Ward. J Constable and P Ward are also shareholders and directors of RCapital Nominees Ltd which had a shareholding in MWC Investments Limited up to September 2018. They are also members of OBS 24 LLP which was a corporate director of MWC Investments Limited up to September 2018. There was no balance outstanding as at 30 June 2020.


16.


Post balance sheet events

On 17 July 2020, Morrisroe Group Ltd acquired a majority shareholding in the Cantillon Group.


17.


Ultimate parent company

The ultimate parent company is Morrisroe Group Limited, registration number 05997507, a company registered in England and Wales.

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