Gemini Properties (UK) Limited - Accounts to registrar (filleted) - small 18.2

REGISTERED NUMBER: 03343060 (England and Wales)

Financial Statements

for the Year Ended 31 December 2020

for

GEMINI PROPERTIES (UK) LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

Directors:

T S Hopkins

P Coleman

Registered office:

5-6 Greenfield Crescent

Edgbaston

Birmingham

B15 3BE

Registered number:

03343060 (England and Wales)

Auditors:

Haines Watts Birmingham LLP

5-6 Greenfield Crescent

Edgbaston

Birmingham

B15 3BE

Fixed assets

Tangible assets

4

42,583

67,547

Investments

5

3

3

Investment property

6

29,690,269

17,708,046

29,732,855

17,775,596

Current assets

Debtors

7

5,251,489

4,519,371

Cash at bank

67,498

136,340

5,318,987

4,655,711

Creditors

Amounts falling due within one year

8

3,639,346

3,367,706

Net current assets

1,679,641

1,288,005

Total assets less current liabilities

31,412,496

19,063,601

Creditors

Amounts falling due after more than one year

9

(16,299,630

)

(14,093,711

)

Provisions for liabilities

12

(1,491,079

)

(249,014

)

Net assets

13,621,787

4,720,876

Capital and reserves

Called up share capital

13

2

2

Fair value reserve

14

10,306,588

1,781,578

Retained earnings

14

3,315,197

2,939,296

Shareholders' funds

13,621,787

4,720,876

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 Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2021 and were signed on its behalf by:

P Coleman - Director

1.	Statutory information

Gemini Properties (UK) 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 prepped 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 modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

Going concern

In preparing and approving these financial statements, the director confirms that he considers the company has sufficient resources to continue operating as a going concern for the foreseeable future - i.e. a period of at least twelve months from the date of approval of these financial statements.

The company has significant net current liabilities indicating that it may not be able to meet its liabilities as they fall due for payment. The director is aware of the potential shortfall in funds and has confirmed he will provide continued financial support for the foreseeable future.

The ability of the company to continue as a going concern depends upon the continued financial support of the director and of the company's bankers. At the time of approval of the financial statements, the director is not aware of any circumstances which might suggest that this support will not continue for at least 12 months from the date of approval. Accordingly, the financial statements have been prepared on a going concern basis.

In September 2021, bank loan facilities that had run to their expiration date were renewed with new fixed and variable term loans totalling £7.9m expiring June 2026 and £3.1m remaining on short term lending expiring March 2022.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue from leases is recognised on a straight line basis over the course of the lease.

Government grants

Grants which are of a revenue nature are credited to the profit and loss account in the same period as the related expenditure.

Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following basis:

Plant and machinery

-

33-50% on cost

Fixtures, fittings and equipment

-

20-33% on cost

Motor vehicles

-

25-50% on cost

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Investments in subsidiaries

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.

Investment properties

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. The surplus or deficit on revaluation is recognised in profit or loss.

Financial instruments

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

Basic financial assets, which include debtors and cash and bank balances, 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.

Classification of financial liabilities

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

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments

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

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 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.

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.

Employee benefits

The cost of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

3.	Employees and directors

The average number of employees during the year was 5 (2019 - 6 ) .

4.	Tangible fixed assets

Fixtures

Plant and

and

Motor

machinery

fittings

vehicles

Totals

£

£

£

£

Cost

At 1 January 2020

and 31 December 2020

138,004

13,002

67,086

218,092

Depreciation

At 1 January 2020

124,265

11,275

15,005

150,545

Charge for year

9,704

1,056

14,204

24,964

At 31 December 2020

133,969

12,331

29,209

175,509

Net book value

At 31 December 2020

4,035

671

37,877

42,583

At 31 December 2019

13,739

1,727

52,081

67,547

Included in the net book value above is £37,877 (2019: £52,081) relating to assets held under hire purchase agreements. The depreciation charged to the financial statements in the year in respect of such assets amounted to £14,204 (2019: £4,735).

5.	Fixed asset investments

Shares in

group

undertakings

£

Cost

At 1 January 2020

and 31 December 2020

3

Net book value

At 31 December 2020

3

At 31 December 2019

3

Fixed asset investments not carried at market value

The investment in subsidiaries is valued at historical cost price less impairment.

The company owns 100% of the ordinary share capital in Gemini Group (UK) Limited, a dormant UK company.

The company owns 100% of the ordinary share capital in Gemini (The Elms) Limited, a trading UK company.

6.	Investment property

Total

£

Fair value

At 1 January 2020

17,708,046

Additions

3,457,213

Revaluations

8,525,010

At 31 December 2020

29,690,269

Net book value

At 31 December 2020

29,690,269

At 31 December 2019

17,708,046

Investment properties comprise property assets held for rental income and longer-term capital growth potential.

The latest formal valuation of certain properties in the portfolio took place in May 2021 by valuers with relevant qualifications working for the company. The valuation was based on recent market transactions on arm's length terms for similar properties.

The directors have adopted the May 2021 valuation as at 31 December 2020 and have recognised an uplift of £8,525,010 in the profit and loss account. The directors believe there is no material change between the year end and the valuation date.

Fair value at 31 December 2020 is represented by:

£

Valuation in 2005

3,200,971

Valuation in 2006

425,024

Valuation in 2007

347,787

Valuation in 2009

(250,000

)

Valuation in 2010

(271,396

)

Valuation in 2014

729,634

Valuation in 2015

(82,539

)

Valuation in 2016

(2,034,304

)

Valuation in 2017

(101,539

)

Valuation in 2020

8,525,008

Cost

19,201,623

29,690,269

7.

Debtors

2020

2019

£

£

Amounts falling due within one year:

Trade debtors

91,427

27,059

Other debtors

104,042

856,465

195,469

883,524

Amounts falling due after more than one year:

Amounts owed by group undertakings

5,056,020

3,635,847

Aggregate amounts

5,251,489

4,519,371

8.

Creditors: amounts falling due within one year

2020

2019

£

£

Bank loans and overdrafts (see note 10)

768,113

563,831

Hire purchase contracts

10,669

10,669

Trade creditors

208,675

228,899

Amounts owed to participating interests

1,762,907

2,031,708

Taxation and social security

321,830

96,940

Other creditors

567,152

435,659

3,639,346

3,367,706

9.

Creditors: amounts falling due after more than one year

2020

2019

£

£

Bank loans (see note 10)

16,281,848

14,065,260

Hire purchase contracts

17,782

28,451

16,299,630

14,093,711

10.

Loans

An analysis of the maturity of loans is given below:

2020

2019

£

£

Amounts falling due within one year or on demand:

Bank overdrafts

381,002

176,720

Bank loans

387,111

387,111

768,113

563,831

Amounts falling due between one and two years:

Bank loans - 1-2 years

16,281,848

10,087,111

Amounts falling due between two and five years:

Bank loans - 2-5 years

-

3,978,149

11.	Secured debts

The following secured debts are included within creditors:

2020

2019

£

£

Bank loans

16,668,959

14,452,371

Hire purchase contracts

28,451

39,120

16,697,410

14,491,491

The long-term loans are secured by fixed charges over the property assets of both the company and its subsidiary Gemini (The Elms) Limited, as well as a personal guarantee of up to £1,000,000 from T S Hopkins.

Liabilities under hire purchase agreements are secured on the individual assets concerned.

12.	Provisions for liabilities

2020

2019

£

£

Deferred tax

Accelerated capital allowances

(128,673

)

(141,530

)

Other timing differences

1,619,752

390,544

1,491,079

249,014

Deferred tax

£

Balance at 1 January 2020

249,014

Provided during year

1,242,065

Balance at 31 December 2020

1,491,079

13.	Called up share capital

Allotted, issued and fully paid:

Number:

Class:

Nominal

2020

2019

value:

£

£

2

Ordinary

£1

2

2

14.

Reserves

Retained

Fair value

earnings

reserve

Totals

£

£

£

At 1 January 2020

2,939,296

1,781,578

4,720,874

Profit for the year

8,900,911

8,900,911

Gain on revaluation of

investment properties

(8,525,010

)

8,525,010

-

At 31 December 2020

3,315,197

10,306,588

13,621,785

15.	Disclosure under Section 444(5B) of the Companies Act 2006

The Report of the Auditors was unqualified.

KEVIN HODGETTS (Senior Statutory Auditor)

for and on behalf of Haines Watts Birmingham LLP

16.	Capital commitments

At the year end Gemini Properties (UK) Limited were committed to the purchase of Checketts commercial property, Main Road, Ombersley, Droitwich, WR9 0EW, for £655,000. The purchase is expected to be completed in November 2021.

17.	Related party disclosures

The company has taken advantage of the exemption contained in FRS 102 from the requirement to disclose transactions with other group undertakings on the grounds that the company is a wholly owned subsidiary of the group.

During the year purchases of £230 (2019: £2,206) and income of £1,513,570 (2019: £993,534) were made to and from Gemini Accident Repair Centres Limited, a company under common control.

Included in creditors at the year end is a net balance of £1,762,907 (2019: £1,943,124) due from the company to connected companies under common control.

The director operates a loan account with the company. At the year end, the balance outstanding was £399,004 owed by the company (2019: £770,458 owed to the company). No interest is charged on the loan account.

18.	Post balance sheet events

In September 2021, bank loan facilities that had run to their expiration date were renewed with new fixed and variable term loans totalling £7.9m expiring June 2026 and £3.1m remaining on short term lending expiring March 2022.

19.	Ultimate controlling party

The company's immediate and ultimate parent company is TSH-Co Limited, a company under the control of Mr T S Hopkins.

The group's consolidated accounts are available from the ultimate parent company's registered office address.