Leisureplan Projects Limited - Limited company accounts 20.1

REGISTERED NUMBER: 06244891 (England and Wales)

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

FOR

LEISUREPLAN PROJECTS LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income Statement

8

Statement of Financial Position

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTORS:

P A Would

A N Duck

REGISTERED OFFICE:

The Stables

Duxbury Park

Duxbury Hall Road

Chorley

PR7 4AT

REGISTERED NUMBER:

06244891 (England and Wales)

AUDITORS:

Fairhurst

Statutory Auditor

Chartered Accountants

Douglas Bank House

Wigan Lane

Wigan

Lancashire

WN1 2TB

The directors present their report with the financial statements of the company for the year ended 31 December 2020.

REVIEW OF BUSINESS

The loss for the year, after taxation, amounted to £416,667 (2019 - loss £514,404).

The directors paid a dividend of £Nil (2019: £Nil) during the year.

DIRECTORS

P A Would has held office during the whole of the period from 1 January 2020 to the date of this report.

Other changes in directors holding office are as follows:

A N Duck was appointed as a director after 31 December 2020 but prior to the date of this report.

D J Harding and R D Knight ceased to be directors after 31 December 2020 but prior to the date of this report.

GOING CONCERN

The financial statements have been prepared on a going concern basis notwithstanding the deficiency of net assets because the Company and its subsidiary undertakings are continuing to operate in accordance with the financial model of the PFI contract. This indicates that the Company will continue as a going concern until the cessation of the contract on 31st August 2036.

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS

The Company has provided qualifying third party indemnity provisions in respect of the board of directors which was in force during the year and at the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing 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;

-	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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Fairhurst, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

A N Duck - Director

21 June 2021

Opinion

We have audited the financial statements of Leisureplan Projects Limited (the 'company') for the year ended 31 December 2020 which comprise the Income Statement, Statement of Financial Position, 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 31 December 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 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

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in 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 this gives rise to a material misstatement in the financial statements themselves. 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has 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 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; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Extent to which the audit was considered capable of detecting irregularities including fraud

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

In identifying and addressing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

-

The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

-

We obtained an understanding of laws and regulations that affect the company, focusing on those that had a direct effect on the financial statements or that had a fundamental effect on its operations. Key laws and regulations that we have identified included Companies Act 2006, Tax legislation, data protection, environmental and health & safety legislation.

-

We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management, reviewing minutes of meetings and inspecting legal correspondence.

In assessing the susceptibility of the company's financial statements to material misstatement, including obtaining and understanding of how fraud might occur;

-

We gained an understanding of the controls that management have in place to prevent and detect fraud. We enquired of management about any instances of fraud that had taken place during the year.

To address the risk of fraud through management bias and override of controls;

-

We performed analytical procedures to identify any unusual or unexpected relationships;

-

We tested journal entries to identify unusual transactions; and

-

We assessed whether the judgements and assumptions made in determining the accounting estimates were indicative of potential bias.

Due to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing fraud or non-compliance with laws and regulations and cannot be expected to detect all fraud and non-compliance with laws and regulations.

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.

Jane Dennis BA(Hons) FCA (Senior Statutory Auditor)

for and on behalf of Fairhurst

Statutory Auditor

Chartered Accountants

Douglas Bank House

Wigan Lane

Wigan

Lancashire

WN1 2TB

23 June 2021

TURNOVER

-

-

OPERATING PROFIT

4

-

-

Interest payable and similar expenses

5

514,404

514,404

LOSS BEFORE TAXATION

(514,404

)

(514,404

)

Tax on loss

6

(97,737

)

-

LOSS FOR THE FINANCIAL YEAR

(416,667

)

(514,404

)

FIXED ASSETS

Investments

7

8,150,002

8,150,002

CURRENT ASSETS

Debtors

8

97,739

2

CREDITORS

Amounts falling due within one year

9

6,914,786

6,400,382

NET CURRENT LIABILITIES

(6,817,047

)

(6,400,380

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,332,955

1,749,622

CREDITORS

Amounts falling due after more than one year

10

4,286,697

4,286,697

NET LIABILITIES

(2,953,742

)

(2,537,075

)

CAPITAL AND RESERVES

Called up share capital

12

67,918

67,918

Share premium account

13

3,795,387

3,795,387

Profit and loss account

13

(6,817,047

)

(6,400,380

)

SHAREHOLDERS' FUNDS

(2,953,742

)

(2,537,075

)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 21 June 2021 and were signed on its behalf by:

A N Duck - Director

Called up

Profit

Share

share

and loss

premium

Total

capital

account

account

equity

£

£

£

£

Balance at 1 January 2019

67,918

(5,885,976

)

3,795,387

(2,022,671

)

Changes in equity

Total comprehensive income

-

(514,404

)

-

(514,404

)

Balance at 31 December 2019

67,918

(6,400,380

)

3,795,387

(2,537,075

)

Changes in equity

Total comprehensive income

-

(416,667

)

-

(416,667

)

Balance at 31 December 2020

67,918

(6,817,047

)

3,795,387

(2,953,742

)

1.	STATUTORY INFORMATION

Leisureplan Projects Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The Company is the parent undertaking of a small group and as such is not required by Companies Act 2006 to prepare group accounts. These financial statements therefore present information about the Company as an individual undertaking and not about its group.

The financial statements are prepared in sterling, which is the functional currency of the Company.

Going concern

The financial statements have been prepared on a going concern basis notwithstanding the deficiency of net assets because the Company and its subsidiary undertakings are continuing to operate in accordance with the financial model of the PFI contract. This indicates that the Company will continue as a going concern until the cessation of the contract on 31st August 2036.

On this basis and having considered the Company's budget and cashflow forecasts, the directors consider that the Company has adequate resources to continue in operational existence for the foreseeable future, being a period of not less than 12 months from the date of approval of these financial statements, and therefore adopt the going concern basis in preparing the accounts.

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Financial instruments

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.

Short term creditors are measured at the transaction value. 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.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

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.

Interest payable

Interest is charged to the Income statement 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.

Borrowing costs

All borrowing costs are recognised in the Income Statement in the year in which they are incurred.

3.	EMPLOYEES AND DIRECTORS

The company has no employees other than the directors, who did not receive any remuneration in the year (2019 - £Nil).

4.	OPERATING PROFIT

Fees payable to the Company's auditor for the audit of the Company's annual financial statements as well as for non-audit services, including corporate tax compliance, is borne by other group companies.

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2020

2019

£

£

Interest payable on

intercompany loans

514,404

514,404

514,404

514,404

6.

TAXATION

Analysis of the tax credit

The tax credit on the loss for the year was as follows:

2020

2019

£

£

Current tax:

Surrender of group relief

(97,737

)

-

Tax on loss

(97,737

)

-

7.	FIXED ASSET INVESTMENTS

Investments (neither listed nor unlisted) were as follows:

2020

2019

£

£

Equity investments

8,150,002

8,150,002

The company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Leisureplan Projects Finance Limited

Registered office: England & Wales

Nature of business: Intermediate financing company

%

Class of shares:

holding

Ordinary

100.00

2020

2019

£

£

Aggregate capital and reserves

2

2

Boxwood Holdings Limited

Registered office: England & Wales

Nature of business: Holding company

%

Class of shares:

holding

Ordinary

100.00

2020

2019

£

£

Aggregate capital and reserves

11,933

11,933

Penzance Holdings Limited

Registered office: England & Wales

Nature of business: Holding company

%

Class of shares:

holding

Ordinary

100.00

2020

2019

£

£

Aggregate capital and reserves

10,000

10,000

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2020

2019

£

£

Amounts owed by group undertakings

97,739

2

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2020

2019

£

£

Amounts owed to group undertakings

6,914,786

6,400,382

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2020

2019

£

£

Intra-group loans (see note 11)

4,286,697

4,286,697

Amounts falling due in more than five years:

Repayable otherwise than by instalments

Intra-group loans

4,286,697

4,286,697

11.

LOANS

An analysis of the maturity of loans is given below:

2020

2019

£

£

Amounts falling due in more than five years:

Repayable otherwise than by instalments

Intra-group loans

4,286,697

4,286,697

The intra-group loans bear interest at 12% and will be repaid over the period from June 2030 to December 2035.

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2020

2019

value:

£

£

33,959

Ordinary H shares

£1

33,959

33,959

33,959

Ordinary P shares

£1

33,959

33,959

67,918

67,918

Both classes of share rank pari passu in all respects.

13.

RESERVES

Share premium account

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

Profit & loss account

Includes all current and prior period retained profits and losses.

14.	RELATED PARTY DISCLOSURES

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 of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

As a wholly owned subsidiary of Leisureplan Investments Limited, the Company is exempt from the requirement to disclose details of transactions with other wholly owned subsidiaries of the Company. There were no other related party transactions during the year.

15.	ULTIMATE CONTROLLING PARTY

The immediate parent undertaking is Leisureplan Investments Limited, which is registered in England and Wales.

Leisureplan Investments Limited has one shareholder, being Equitix Leisure Limited (whose ultimate parent undertaking and controlling party is Equitix I LP).

Consolidated financial statements are available, upon request, from 3rd Floor (South), 200 Aldersgate Street, London, EC1A 4HD.