_VUBIQUITY_GROUP_LIMITED - Accounts

A Kavanagh (Irish)

R Wogan (Irish)

3 More London Riverside

London

SE1 2AQ

04094951 (England and Wales)

Crowe Ireland

Chartered Accountants and Registered Auditors

Marine House

Clanwilliam Place

Dublin 2

Ireland

D02FY24

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

The company made a profit before tax of £687,154 for the financial year (2018: Nil). The shareholder's funds at the end of the year totalled £1,125,961  (2018: £438,807).

The company does not carry on an active trade so the range of risks that it is directly exposed to is very limited. However, it is indirectly exposed to the risks and uncertainties facing other group companies which are summarised below;
-the pace with which new communications products and services emerge;
-the nature and pace of technological change within the communications industry;
- the extent to which consolidation within the communications industry will continue;
- the extent to which consolidation within services will continue to converge;
- the increasing need for communications service providers to reduce costs and retain high value customers in a highly competitive environment; and
- general global economic conditions, particularly market conditions in the communications industry.

To the fullest possible extent we believe the company has taken sufficient measures to mitigate these risks and uncertainties.

Approved by the Board on 28 May 2021 and signed on its behalf by:

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

A Kavanagh - Director

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

Vubiquity Group Limited ("VGL") is part of the international Vubiquity Group, a large global provider of multiplatform video services. It acts as the group holding company for the UK and German trading companies in the group.

The company made a profit before tax of £687,154 for the financial year (2018: Nil). This was derived from sale of the company's share in ODG Deutschland GmbH to Vubiquity Management Limited which was satisfied by the issuance of shares in Vubiquity Management Limited to the company.

It is the intention of the directors for the company to be liquidated at some point in the future.

The directors expect that the company will enter liquidation within 12 months of the signing date of these financial statements and as a result these financial statements have been prepared on a wind-up basis. All assets have been stated at their recoverable amounts and are classified as current assets, provision has been made for future losses and all liabilities have been classified as current liabilities. It is expected that all costs of liquidation will be borne by a group undertaking.

A Kavanagh

R Wogan

The directors confirm that:

the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.

On 15 December 2020, the company sold its entire shareholding of Vubiquity Management Limited to its intermediate parent, Vubiquity Inc.  The investment comprises of 786,154 ordinary shares at £1 each and have been sold by the company for a consideration of US$ 79 million.

In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of Crowe Ireland as auditor of the company was to be proposed at the forthcoming Annual General Meeting.

The directors do not recommend a final dividend.

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

A Kavanagh - Director

Date: 28 May 2021

We have audited the financial statements of Vubiquity Group Limited (the ‘Company') for the year ended 31 December 2019 which comprise the Statement of Comprehensive Income, Statement of Financial Position, the Statement of Changes in Equity and the related notes, 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'.

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 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.

The director is 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.

In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosures made in the notes to the financial statements. The directors have resolved to wind up the company within the next 12 months and the financial statements have not been prepared on a going concern basis. The Financial Statements have been prepared on a break up basis which in the main, use the accounting policies noted in the respect of the basis of preparation and going concern, to which we draw your attention to.

In our opinion, based on the work undertaken in the course of the audit:

-

the information given in the Strategic Report and the Director's Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

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the Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements

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 Director's 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:

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adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

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we have not received all the information and explanations we require for our audit.

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.

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.

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 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 the opinions we have formed.

Signed by:

(Senior Statutory Auditor)

for and on behalf of

Chartered Accountants and Registered Auditors

Marine House

Clanwilliam Place

Dublin 2

Ireland

Date:  28 May 2021

Other Operating Income

Tax on profit on ordinary activities

Short term investments

Called up share capital

Capital contribution reserve

Share premium account

Profit and loss account

The financial statements were approved and authorised for issue by the Board of Directors on 28 May 2021 and were signed on its behalf by:

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

A Kavanagh - Director

At 1 January 2018

Result for the financial year

Additional capital contribution paid during the year

Result for the financial year

Vubiquity Group Limited is a private company limited by shares incorporated in England and Wales under the Companies Act. The address of the registered office is given on page 1. The nature of the company's operations and its principal activities are set out in the Directors' Report on page 4.

The financial statements have been prepared under the historical cost convention and in accordance with applicable United Kingdom accounting standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' (‘FRS 102'), and with the Companies Act 2006.

The functional currency of Vubiquity Group Limited is considered to be pounds sterling because that is the currency of the primary economic environment in which the company operates.

The company meets the definition of a qualifying entity under FRS102 and has taken advantage of the disclosure exemptions available to it. Exemptions have been taken in relation to:

Exemption under FRS 102.1.12(b) from the requirement to prepare a cash flow statement.

Exemption under FRS 102.1.12(e) from the requirement to disclose the total of key management personal compensation.

Exemption under FRS 102.33.1A from disclose of transactions entered into between two or more members of a group provided that any subsidiary which is part to the transaction is wholly owned by such a member.

Exemption under FRS 102.1.12(d) the requirements of Section 26 share-based payments paragraphs 26.18(b), 26.19 to 26.21 and 26.23.

Exemption under FRS 102.1.12(c) from the requirement to prepare a disclosure note for certain financial instruments.

The company has taken advantage of the exemption from the requirement to prepare group financial statements conferred by section 400 of the Companies Act 2006 on the basis that the financial statements of the company and its subsidiary undertakings are consolidated into the financial statements of its ultimate parent, Amdocs Limited, a company incorporated in Guernsey (note 9).

The directors expect that the company will enter liquidation within 12 months of the signing date of these financial statements and as a result these financial statements have been prepared on a wind-up basis. All assets have been stated at their recoverable amounts and are classified as current assets, provision has been made for future losses and all liabilities have been classified as current liabilities. It is expected that all costs of liquidation will be borne by a group undertaking.

In accordance with FRS 102, the company is exempt from the requirements to prepare a cash flow statement since it is a qualifying entity, being a wholly-owned subsidiary of Amdocs Limited, a company incorporated in Guernsey, which prepares consolidated financial statements which include the financial statements of the company.

The company is exempt from the disclosure requirements of FRS 102 to disclose related party transactions with entities that are 100% part of the ODG New UK Finco Limited group.

The company assesses at each reporting date whether an asset may be impaired. If any such indication exists the company estimates the recoverable amount of the asset. If it is not possible to estimate the recoverable amount of the individual asset, the company estimates the recoverable amount of the cash generating unit to which the asset belongs. The recoverable amount of an asset or cash-generating unit is the higher of its fair value less costs to sell and its value in use. If the recoverable amount is less than its carrying amount, the carrying amount of the asset is impaired and it is reduced to its recoverable amount through an impairment in the statement of income unless the asset is carried at a revalued amount where the impairment loss of a revalued asset is a revaluation decrease.

An impairment loss recognised for all assets is reversed in a subsequent period if and only if the reasons for the impairment loss have ceased to apply.

Current tax is provided at amounts expected to be paid (or recovered) using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

Investments are accounted for at cost less any provision for diminution in value if that diminution is expected to be permanent.

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means the actual outcomes  could  differ  from  those  estimates.  The  following are the Company's key sources of estimation uncertainty:

The company assesses at each reporting date whether an asset may be impaired. If any such indication exists the company estimates the recoverable amount of the asset. Where there are indicators of impairment of individual assets, the Company performs impairment tests based on fair value less costs to sell or a value in use calculation. The fair value less costs to sell calculation is based on available data from binding sales transactions in an arm's length transaction on similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a discounted cash flow model. The cash flows are derived from the budget for the next five years and do not include restructuring activities that the company is not yet committed to or significant future investments that will enhance the performance of the cash generating unit being tested. The recoverable amount is most sensitive to the discount rate used for the discounted cash flow model as well as the expected future cash flows and the growth rate used for extrapolation purposes.

The company has no staff other than the directors.

The Directors of the Company are also the directors of the other Companies in the group and received no remuneration for qualifying services in respect of the Company. Directors remuneration for the year was £nil (2018: £nil).

The operating result is stated after charging:

Disposal of share in ODG Deutschland GmbH (note 6)

Fees relating to audit and non-audit services provided by the auditors are borne by a fellow subsidiary undertaking.

There was no tax charge on the result on ordinary activities for the year.

Short term investments

During the financial year the company sold its share in ODG Deutschland GmbH to Vubiquity Management Limited. This was satisfied by an issuance of shares in Vubiquity Management Limited to the company.

The investments are classified as short term investments as the directors expect that the company will enter liquidation within 12 months of the signing date of these financial statements. The investment represents 100% of the £1 ordinary share capital of Vubiquity Management Limited and its subsidiaries:

Vubiquity Management Limited

3 More London Riverside, London, SE1 2AQ

Content aggregation and management services

Ordinary

FilmFlex Movies Limited *

3 More London Riverside, London, SE1 2AQ

Content aggregation and management services

Ordinary

ODG Deutschland GmbH *

Luise Ullrich Strasse 6,
81245 Grünwald,
Deutschland

Intermediate holding company

Ordinary

On Demand Deutschland GmbH & Co KG *

Luise Ullrich Strasse 6,
81245 Grünwald,
Deutschland

Content aggregation and management services

Ordinary

On Demand Verwaltungs GmbH *

Luise Ullrich Strasse 6,
81245 Grünwald,
Deutschland

Non trading

Ordinary

*  Held indirectly

Allotted, issued and fully paid:

Number:

During the prior financial period, the company received a capital contribution from its parent company ODG Foreign IP Holdco Limited. This capital contribution totalled £338,807.

The company's immediate parent is ODG Foreign IP Holdco Limited, a company incorporated in England and Wales.

The ultimate parent is Amdocs Limited. The financial statements for Amdocs Limited, are available from the company's website: www.amdocs.com.

On 15 December 2020, the company sold its entire shareholding of Vubiquity Management Limited to its intermediate parent, Vubiquity Inc.  The investment comprises of 786,154 ordinary shares at £1 each and have been sold by the company for a consideration of US$ 79 million.