CHAUCER_NEWCO_LIMITED - Accounts

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

For the financial period ended 31 December 2021 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the period in question in accordance with section 476.

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

Chaucer Newco Limited is a private company limited by shares incorporated in England and Wales. The registered office is 3 Gough Square, 3rd Floor, London, EC4A 3DE, United Kingdom.

These financial statements for the period ended 31 December 2021 are the first financial statements of Chaucer Newco Limited prepared in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland. The date of transition to FRS 102 was . The reported financial position and financial performance for the previous period are not affected by the transition to FRS 102.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group, of which this is the parent, qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

The reporting period is the period from 11 December 2020 to 31 December 2021. The directors opted to lengthen the period to align with the group.

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Basic financial assets, which include debtors are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors and loans from fellow group companies 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. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

The average monthly number of persons (including directors) employed by the company during the year was nil.

On 2 March 2021, Chaucer Newco Limited acquired 100% of the share capital in Reeves + Neylan Financial Services Limited for total consideration including expenses of £12,126,725.

Amounts due to group undertakings are unsecured and interest free.

Included within other creditors is deferred consideration of £2,725,926 relating to the acquisition of Reeves + Neylan Financial Services Limited. See note 8 for further details.

Included within amounts owed to group undertakings are redeemable loans notes of £6,371,322. The loan notes attract interest at 8% per annum and mature in 2027.

Included within other creditors are redeemable loan notes of £1,280,000. The loan notes attract interest 8% per annum for the first 5 years from 2 March 2021, and 10% per annum thereafter.

Included within other creditors is deferred consideration of £2,530,316 relating to the acquisition of Reeves + Neylan Financial Services Limited. The total undiscounted deferred consideration is £5,520,000 payable in two annual instalments from twelve months after the date of acquisition. The future value of the deferred consideration has been calculated using a discount rate of 8%. The difference between the present value at acquisition and the total undiscounted deferred consideration is recognised as a finance charge between the date of acquisition and the expected date of settlement.

On 11 December 2020, the company was incorporated and 1 ordinary share was issued for £1.

On 1 March 2021, 8 ordinary shares were allotted at a value of £1 per share. The total share capital was sub-divided into 900 ordinary shares with a nominal value of £0.01 per share.

On 2 March 2021, 100 ordinary B shares were allotted at a nominal value of £0.01 per share.

On 2 March 2021, the company entered into a cross guarantee and debenture of the bank borrowings of a fellow group company. At 31 December 2021, the company’s maximum potential liability under this arrangement was £5,291,350.

At 31 December 2021, the immediate parent undertaking is Craven Street Wealth Limited, a company registered in England and Wales with a registered number of 13077997. Craven Street Wealth Limited has a registered office address of 3 Gough Square, 3rd Floor, London, EC4A 3DE.

The ultimate and controlling party as at 31 December 2021 is Craven Street Capital Holdings Limited, a company registered in England and Wales with a registered number of 10506184. Craven Street Capital Holdings Limited has a registered office address of 3 Gough Square, 3rd Floor, London, EC4A 3DE. Craven Street Capital Holdings Limited is the smallest and largest group to consolidate these financial statements as at 31 December 2021.