Pharmathen U.K. Ltd - Accounts to registrar (filleted) - small 18.2

REGISTERED NUMBER: 05664019 (England and Wales)

Financial Statements

for the Year Ended 31st December 2021

for

Pharmathen U.K. Ltd

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTOR:

E Georgiou

REGISTERED OFFICE:

Stag House

Old London Road

Hertford

Hertfordshire

SG13 7LA

REGISTERED NUMBER:

05664019 (England and Wales)

AUDITORS:

Meyer Williams

Chartered Accountants

& Statutory Auditors

Stag House

Old London Road

Hertford

Hertfordshire

SG13 7LA

FIXED ASSETS

Tangible assets

4

32,585

43,519

Investments

5

1,991,284

1,991,284

2,023,869

2,034,803

CURRENT ASSETS

Debtors

6

12,574,158

12,429,296

Cash at bank and in hand

310,056

400,423

12,884,214

12,829,719

CREDITORS

Amounts falling due within one year

7

944,062

674,800

NET CURRENT ASSETS

11,940,152

12,154,919

TOTAL ASSETS LESS CURRENT LIABILITIES

13,964,021

14,189,722

PROVISIONS FOR LIABILITIES

5,000

35,000

NET ASSETS

13,959,021

14,154,722

CAPITAL AND RESERVES

Called up share capital

1,654,049

1,654,049

Other reserves

269,256

269,256

Retained earnings

12,035,716

12,231,417

SHAREHOLDERS' FUNDS

13,959,021

14,154,722

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

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the director and authorised for issue on 21st June 2022 and were signed by:

E Georgiou - Director

1.	STATUTORY INFORMATION

Pharmathen U.K. Ltd 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.

Going concern

The Director has reasonable expectation that the company will have adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis for preparing its financial statements.

On the date of these financial statements' approval, there is continued uncertainty about the long term impact that the Coronavirus pandemic will have on the global economy, and the influences it may have on the company's financial position, the director does not believe that it will impact the use of the going concern basis for the preparation of these financial statements nor does it cast significant doubt on the company's ability to continue as a going concern for a period of twelve months.

The Director is continuously monitoring the Company's cost base and will take action wherever necessary in order to protect all stakeholders should the period of uncertainty continue for longer than expected.

Related party exemption

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

Significant judgements and estimates

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. The nature of estimation means that actual outcomes could differ from those estimates. The following judgements have had a significant effect on amounts recognised in the financial

statements:

a) Foreign currency transactions are translated using the exchange rate at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss statement.

b) Interest receivable on group loans is calculated using the effective interest rate determined by the underlying agreement, which is based on the extraction of market data that is public available but open to a degree of interpretation.

Turnover

Turnover represents the amounts receivable in respect of the provision of services, excluding value added tax which fall within the company's ordinary activities.

Turnover is recognised when it is probable that the economic benefit associated with the transaction will flow to the entity.

Interest income relates to amounts receivable on interest-bearing instruments from group company's, which are conducted on normal commercial terms. Interest is accrued using the effective interest rate on a daily basis and is recognised in the profit and loss account in line with the loans underlying agreement. Interest is recognised when it is probable that economic benefit will flow to the entity.

Expenses

Expenses incurred have been recognised on an accruals basis.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Improvements to property

-

amortised over the period of the lease

Plant and machinery

-

25% on reducing balance

Fixtures and fittings

-

20% on reducing balance

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, 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.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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.

Foreign currencies

Monetary assets and liabilities in foreign currencies are translated into Sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into Sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to the profit and loss account evenly over the period of the lease.

Fixed Asset Investments

Investments are included in the balance sheet at cost less provisions required for diminution in value.

Financial instruments

The Company only enters into basic financial instruments 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 non-puttable ordinary shares.

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 profit or loss.

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.

Debtors

Basic financial assets, including trade and other debtors, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Cash and cash equivalents

Cash and cash equivalents are represented by cash in hand, deposits held at call with financial institutions, and other short-term 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.

Creditors

Basic financial liabilities, including trade and other creditors, loans from third parties and loans from related parties, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Such instruments are subsequently carried at amortised cost using the effective interest method, less any impairment.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 12 (2020 - 13 ) .

4.	TANGIBLE FIXED ASSETS

Improvements

Fixtures

to

Plant and

and

property

machinery

fittings

Totals

£

£

£

£

COST

At 1st January 2021

and 31st December 2021

48,072

79,995

2,281

130,348

DEPRECIATION

At 1st January 2021

9,828

75,206

1,795

86,829

Charge for year

9,615

1,197

122

10,934

At 31st December 2021

19,443

76,403

1,917

97,763

NET BOOK VALUE

At 31st December 2021

28,629

3,592

364

32,585

At 31st December 2020

38,244

4,789

486

43,519

5.	FIXED ASSET INVESTMENTS

Other

investments

£

COST

At 1st January 2021

and 31st December 2021

1,991,284

NET BOOK VALUE

At 31st December 2021

1,991,284

At 31st December 2020

1,991,284

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.21

31.12.20

£

£

Trade debtors

345,596

-

Other debtors

11,510,508

11,880,550

Prepayments and accrued income

718,054

548,746

12,574,158

12,429,296

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.21

31.12.20

£

£

Trade creditors

12,748

10,846

Social security and other taxes

262,374

38,154

Other creditors

10,029

12,958

Accruals and deferred income

658,911

612,842

944,062

674,800

8.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Ralph Sears (Senior Statutory Auditor)

for and on behalf of Meyer Williams

9.	FINANCIAL COMMITMENTS

At the year end the company had a commitment to pay £72,600 (2020: £99,000) under non-cancellable operating leases.

The company is party to a Pledge of Shares agreement dated 1st August 2017 guaranteeing a bond loan on behalf of its parent company, Pharmathen SA (incorporated in Greece) up to €30 million.

10.	POST BALANCE SHEET EVENTS

In July 2021 BC Partners announced the sale of their stake in the Pharmathen group of companies to global private markets firm Partners Group, a leading global private markets firm. The transaction valued the business at €1.6b. The acquisition was finalised on 20th January 2022 and was financed by a combination of equity capital, preference shares and debt from financial institutions. These funds were used to pay the acquisition price of the shares and to repay the debt shown at the books of the Group as at 31st December 2021 (International Facility Agreement, Greek Bond Loans , Revolving Credit Facility). Partners Group will support the Group to accelerate its expansion in the US by building out its on-the-ground presence. Additionally, Partners Group will draw on its deep sector expertise in healthcare and pharmaceuticals, as well as its experience in state-of-the-art manufacturing, to support the development of innovative technology platforms that improve patient compliance and lead to better treatment outcomes.

As part of the above deal, the loan in Pharmathen UK Limited due from Pharmathen Holding 4 Limited was repaid and a replacement loan issued due from Pharmathen Global BV, a company incorporated in the Netherlands.

11.	PARENT COMPANY

The parent company is Pharmathen Developments Limited, a company incorporated in Cyprus. During the year the ultimate parent company was BC Partners Holdings Limited, a company incorporated in Guernsey. On 20th January 2022 the ultimate parent company changed to Partners Group Holdings AG, a company incorporated in Switzerland.