ACCOUNTS - Final Accounts
ACCOUNTS - Final Accounts
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Company registration number: 12978643
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COMPANY INFORMATION
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CONTENTS
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GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2021
A review of the business and future developments, including key performance indicators and the principal risks and uncertainties are set out below.
The Company was incorporated on 30 October 2020 and these are the Company's first financial statements. The accounting period was extended to 31 December 2021, in line with the Group Companies.
The Envitia Group provides solution services in data science and software products to the defence and public sectors, including data modelling, architectures and analytics. The Group seeks to solve complex data challenges for their customers, through their staff expertise and software technologies, enabling them to make better and faster decisions. Principal customers are located in the UK and North America.
On 5 December 2020 Project Barclay Bidco Limited, acquired 100% of the issued share capital of Envitia Group Limited and its subsidiaries for a consideration price of £18,182,603. Revenues remained stable at around £8.5m per annum as the group transitioned under its new ownership and undertook various internal reorganisations adding to its management team to facilitate growth in 2022 and beyond. The Group made a loss before tax of £2,393,327 for the period ended 31 December 2021 and had net liabilities of £1,900,603 as at the balance sheet date. As part of the capitalisation, £15,026,000 fixed rate 10% redeemable secured A loan notes and £869,069 fixed rate 10% redeemable secured B loan notes were issued on 5 December 2020. The loan notes are repayable by 5 December 2025 and interest on these loans for the period ended 31 December 2021 was £1,717,046. Though the trading companies continued to remain profitable during the period ended 31 December 2021, the MBO and capitalisation has meant that the amortisation of goodwill arising on acquisition and the interest payable on Debenture loan notes have resulted in a loss before tax. Further detail is included in the financial key performance indicators on page 2. Product development is a key element of the Group’s business, ensuring that its software products remain cutting edge and builds on the success of the past in having its products deeply embedded in some of the world’s largest and long-standing companies. Development in the year focused on improving existing code and functionality to increase reliability and efficiency of support, while the next phase of the new platform is planned and evaluated. The Directors thank all the employees who have continued to deliver a high standard of professional service and innovation, with integrity and agility, to the great credit of the Group and benefit of its customers.
The Group’s strategy for 2022 involves growth in its services and consulting business with current programmes expected to continue to expand. In addition, opportunities with new organisations and programmes are seen as a key element of future growth in expanding the customer base beyond the Group’s traditional defence and public sector base.
The Group has seen major benefits arising from its collaborative, agile approach and methodology with customers over the last three years, engaging with customers as partners with whom we seek to develop solutions. Product development is key for the future of the business and 2022 will see further innovation around data technology which will further inform the development roadmap and meet our customers’ and wider market need to make the most from their data ecosystem.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
The principal risk to the business arises from the timing of orders particularly from public sector clients. The business invests significantly in long term professional business development and account management to increase visibility of new business and support growth. The Group’s enduring customer relationships stem from a commitment to innovation, service excellence and agility.
The main financial risks arising from the Group’s activities are credit, interest rate, liquidity and foreign exchange. These are regularly monitored by the board of directors and were not considered significant at the balance sheet date. The Group’s policy in respect of credit risk is to complete appropriate checks on potential customers before sales are made. The Group’s policy in respect of interest rate and liquidity risks is to actively manage its cash deposits and access to short term borrowings to ensure the Group has sufficient funds for operations. Cash deposits are held in interest bearing accounts which earn interest at a floating rate. Short term borrowings bear interest at a floating rate. The Group’s policy in respect of currency risk is to negotiate with customers to minimise that risk and use forward currency contracts where appropriate. The Group has not been impacted by Brexit to date, but the Directors continue to monitor the situation. The Group has considered the risks arising from the Covid-19 pandemic to its operations and the likely impact on profitability and liquidity from the restrictions imposed on business around the world. The Board continue to monitor the impact on the Group closely, including the potential need for additional funding, in order to minimise the impact on the Group.
2021
£'000 Turnover 8,540 % Turnover movement N/A% Earnings before interest, taxation, depreciation and amortisation (EBITDA) 1,275 % EBITDA of turnover 14.9% Research and development expenditure 330
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders in their decision making. The Directors continue to have regard to the interests of the Company’s employees and other stakeholders, including the impact of its activities on the community, the environment and the Company’s reputation, when making decisions. Acting in good faith and fairly, the Directors consider what is most likely to promote the success of the Company for its members in the long term. We explain in this annual report, and below, how the Board engages with stakeholders.
The Directors are fully aware of their responsibilities to promote the success of the Company in accordance with section 172 of the Companies Act 2006. The Board regularly reviews our principal stakeholders and how we engage with them. This is achieved through information provided by management and also by direct engagement with stakeholders themselves. The Board has enhanced its methods of engagement with the workforce. In that regard, the Group held weekly employee meetings to ensure good levels of communication as well as extensive use of feedback surveys to assess its success in improving employee morale. The Group operated a staff bonus scheme, linked to Group profitability, and results were communicated to employees during weekly meetings to reinforce their involvement in the Group’s performance. The Group aims to work responsibly with stakeholders, including suppliers. The Board has recently reviewed its anti-corruption and anti-bribery, equal opportunities and whistleblowing policies as part of its regular review of process as part of maintaining its best practice approach to suppliers. The Group remains active in the local community and holds monthly charitable events to raise money for local and national charities. As required, the Company Secretary will provide support to the Board to help ensure that sufficient consideration is given to stakeholder issues. Key decisions made impacting stakeholders are set out below:
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2021
The directors present their report and the financial statements for the period ended 31 December 2021.
The Company was incorporated on 30 October 2020 and these are the Company's first financial statements. The accounting period was extended to 31 December 2021, in line with the Group Companies.
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements 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 Group 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the period, after taxation, amounted to £2,275,232.
The directors do not recommend the payment of a dividend.
The directors who served during the period were:
The Company has chosen, in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013, to set out within the Company's Strategic Report the Company's Strategic Report Information required by Schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008. This includes information that would have been included in the business review and details of the principal risks and uncertainties.
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DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
There have been no significant events affecting the Group since the year end.
Menzies LLP were appointed as auditors on 27 October 2021.
Under section 487(2) of the Companies Act 2006, Menzies LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board and signed on its behalf.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT BARCLAY TOPCO LIMITED
We have audited the financial statements of Project Barclay Topco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2021, which comprise the Group Statement of comprehensive income, the Group and Company Statements of financial position, the Group Statement of cash flows, the Group and Company 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' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. In connection with our audit of the financial statements, 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 Group 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.
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 Group's or the parent 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.
In connection with our audit of the financial statements, our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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. In connection with our audit of the financial statements, 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 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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT BARCLAY TOPCO LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group strategic report and the Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT BARCLAY TOPCO LIMITED (CONTINUED)
In connection with our 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 Group 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:
∙The Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including;
−The Companies Act 2006;
−Financial Reporting Standard 102;
−UK employment legislation;
−UK health and safety legislation;
−UK tax legislation; and
−General Data Protection Regulations;
∙We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
∙We understood how the Group is complying with those legal and regulatory frameworks by, making inquiries to management, those responsible for legal and compliance procedures. We corroborated our inquiries through our review of board minutes.
∙The engagement partner assessed whether the Group engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.
∙We assessed the susceptibility of the Group financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
−Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
−Understanding how those charged with governance considered and addressed the potential for override of control or other inappropriate influence over the financial reporting process;
−Challenging assumptions and judgements made by management in its significant accounting estimates; and
−Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.
∙As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
−The application of inappropriate judgements or estimation to manipulate the Group's financial position;
−Posting of unusual journals and complex transactions;
−The use of management override of controls to manipulate results, or to cause the Group to enter into transactions not in its best interests.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROJECT BARCLAY TOPCO LIMITED (CONTINUED)
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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.
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 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.
for and on behalf of
Chartered Accountants
Statutory Auditor
Ashcombe House
5 The Crescent
Surrey
KT22 8DY
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2021
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2021
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 18 to 37 form part of these financial statements.
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COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2021
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 18 to 37 form part of these financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2021
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COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2021
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CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2021
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CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 DECEMBER 2021
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
Project Barclay Topco Limited is a private company limited by shares incorporated in England. The principal place of business is North Heath Lane, Horsham, West Sussex, RH12 5UX.
The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £. The Company was incorporated on 30 October 2020 and these are the Company's first financial statements. The accounting period was extended to 31 December 2021, in line with the Group Companies.
2.Accounting policies
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 Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
2.Accounting policies (continued)
The Group made a loss before tax of £2,393,327 for the period ended 31 December 2021. The Group had net liabilities at the balance sheet date of £1,900,603.
The Group has given a composite guarantee and debenture in favour of Maven Capital Partners UK LLP for debt funding within the Envitia Group of Companies. The total liability of the Group to Maven Capital Partners UK LLP as at 31 December 2021 was £16,728,732. The Directors have considered the following matters in determining the appropriateness of the going concern basis of preparation in the financial statements: • A forecast for the next 12 months, taking account of reasonable changes in trading performance indicates that the Group will have sufficient cash assets to be able to meet its debts as and when they fall due; • Consideration to the loan notes and action taken by the holders of the loan notes to waive covenants. In addition the loan notes are not repayable until 2025. Though the pandemic has had an impact and the trading performance of the Group is not in line with expectations for the period ended 31 December 2021, the Directors are confident that given the actions taken during the year and since the year end, that the Group will have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements continue to adopt the going concern basis.
Company
Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured at historical cost in a foreign currency are not retranslated. Exchange differences arising on the settlement of monetary items and on the retranslation of monetary items are taken to the profit and loss account. Exchange differences arising on non-monetary items, carried at fair value, are included in the profit and loss account, except for the differences arising on the retranslation of non-monetary items in respect of which gains and losses are recorded in equity. For such non-monetary items, any exchange component of that gain or loss is also recognised directly in equity. Group For the purposes of preparing consolidated financial statements, the assets and liabilities of foreign subsidiary undertakings are translated at the exchange rates ruling at the balance sheet date. Profit and loss items are translated at the average exchange rates for the year, unless exchange rates fluctuated significantly in the year, in which case the exchange rates ruling at the dates of the transactions are used. Exchange differences arising are taken to the Group's foreign currency translation reserve. Such exchange differences are recognised in the profit and loss account in the year in which a foreign subsidiary undertaking is disposed of. Goodwill and fair adjustments arising on the acquisition of a foreign subsidiary undertaking are treated as assets and liabilities of the foreign subsidiary and translated at the closing rate.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
2.Accounting policies (continued)
Revenue from license fee sales is recognised once the license has been accessed by the customer. Revenue from maintenance and service contracts are recognised as and when the service provided based on the terms of the agreement. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only. Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
2.Accounting policies (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
2.Accounting policies (continued)
Goodwill
Other intangible assets
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Intangible assets are amortised over the following usefull economic lives:
The basis for choosing the useful life of 4 years for software development costs is based on the period the Group expects to use the software for its revenue generating projects. The Group reviews the amortisation period and method when events and circumstances indicate that the useful life may have changed since the last reporting date.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
2.Accounting policies (continued)
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the Statement of financial position. Key accounting judgements and estimation areas: The directors use their judgement to ascertain the element of development expenditure that enhances the intangible fixed assets and the element of expenditure that relates to maintaining the asset and therefore should be expensed to the Statement of Comprehensive Income. When making the assessment the directors review the nature of the expenditure and apportion the invoice between the intangible fixed assets and administrative expenses accordingly. Impairment of investments involves judgement and is also a key estimation area. Management exercise judgment in calculating the maintainable EBITDA, cash flow and determining the value of the company. The fair value of the business less costs to sell is determined by using an equity value model based on a multiple of EBITDA. The calculations take into consideration available market data including private company price indices. This is used as the basis for assessing if an impairment is required. Management carry out impairment reviews on a timely basis and ensure that the accounting policy adopted reflects a true and fair value of the assets as detailed in 2.13 and 2.15 above. Total contract costs represents a significant estimate that impacts the turnover recognised for service contracts. Frequent assessments and reviews are made of actual costs incurred on a contract and the forecast costs associated with completion a service contract. Key inputs into the assessment of forecast cost include the contract work remaining, cost of required resource to complete the remaining work and risks associated with completion of the contractual obligations.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
Page 24
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
Page 25
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
Page 26
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
Page 27
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
12.Taxation (continued)
Changes to the UK Corporation tax rates were substantively enacted on 24 May 2021 to increase the main rate of corporation tax to 25% from 1 April 2023.
Page 28
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
Page 29
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
Page 30
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
Page 31
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
£15,026,000 fixed rate 10% redeemable secured A loan notes were issued on 5 December 2020 and are repayable by 5 December 2025.
Interest accrued on these loan notes at the rate of 10% per annum and an amount of £1,609,635 has been provided in the financial statements for the period ended 31 December 2021 and added to the capital balance due to the loan note holders. £869,069 fixed rate 10% redeemable secured B loan notes were issued on 5 December 2020 and are repayable by 5 December 2025. Interest accrued on these loan notes at the rate of 10% per annum and an amount of £93,098 has been provided in the financial statements for the period ended 31 December 2021 and added to the capital balance due to the loan note holders.
Page 32
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
Page 33
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
On incorporation of the Company on 27 October 2020 1 ordinary share was issued for a consideration of £0.01. On 5 December 2020, following a business combination 349,999 Ordinary A shares and 147,500 Ordinary B shares were issued in a share for share exchange at a premium of £0.64 per share and £1.00 per share respectively.
The Ordinary A shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption. The Ordinary B shares have attached to them one vote per share, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption.
Share premium account
Foreign exchange reserve
Profit and loss account
Page 34
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
Project Barclay Bidco Limited is a 100% subsidiary of Project Barclay Midco Limited. On 5 December 2020, Project Barclay Bidco Limited acquired 100% of the issued share capital of Envitia Group Limited and its subsidiaries for a consideration price of £18,182,603. On 5 December 2020, the net assets of Envitia Group Limited were £3,766,840. The Goodwill arising on acquisition was £14,415,763.
Page 35
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
24.Business combinations (continued)
There is a cross guarantee between Envitia Group Limited and Bank of Scotland Plc, over the loan notes held by Bank of Scotland Plc. The amount of loan outstanding with Bank of Scotland Plc as at 31 December 2021 was £Nil.
A charge also exists in favour of Maven Capital Partners UK LLP (as security trustee) (registered no OC339387) whose registered office is at Fifth Floor, 1-2 Royal Exchange Buildings, London, EC3V 3LF, as a composite guarantee and debenture dated 5 December 2020 between Envitia Group Limited and Maven creating fixed and floating charges over all the Company's assets, property, undertaking and revenue and provides security for debt funding within the Envitia Group of companies. The total liability of the Group to Maven Capital Partners UK LLP as at 31 December 2021 was £16,728,732.
Page 36
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
The directors consider the ultimate controlling party to be Maven Capital Partners UK LLP.
Page 37
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