LiveNote Technologies Limited - Period Ending 2020-12-31
LiveNote Technologies Limited - Period Ending 2020-12-31
Registration number:
for the Year Ended 31 December 2020
LiveNote Technologies Limited
Contents
Page(s)
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Strategic Report |
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Directors' Report |
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Independent Auditors' Report to the Members of LiveNote Technologies Limited |
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Profit and Loss Account |
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Balance Sheet |
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Statement of Changes in Equity |
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Notes to the Financial Statements |
LiveNote Technologies Limited
Strategic Report for the Year Ended 31 December 2020
The Directors present their Strategic Report for the year ended 31 December 2020.
Definitions
As used in this annual report, “the Group” and “Thomson Reuters” refer to the Thomson Reuters Corporation and its subsidiary undertakings, including joint ventures and associates. “The Company” refers to LiveNote Technologies Limited.
Fair review of the business
The principal activity of the Company is to act as a holding Company.
The profit for the financial year amounted to US$12,018 (2019: loss of US$1,000).
During the year, the Company received a capital contribution of all the issued shares of HighQ Inc worth US$70,000,000 from a fellow group undertaking in exchange of one ordinary share for nominal value of £15,955.10 (US$19,843.42) and remaining balance US$69,980,156.58 classified as share premium. Further, the Company contributed the shares in HighQ Inc for US$70,000,000 to a fellow group undertaking in exchange for one ordinary share.
During the year, the Company received a capital contribution of all the issued shares of Acritas US Inc worth US$5,200,000 from a fellow group undertaking in exchange of one ordinary share for nominal value of £15,955.10 (US$21,292.20) and remaining balance US$5,178,707.80 classified as share premium. Further, the Company contributed the shares in Acritas US Inc for US$5,200,000 to a fellow group undertaking in exchange for one ordinary share.
Principal risks and uncertainties
From the perspective of the Company, the principal risks and uncertainties are integrated with the risks of the Group and are not managed separately. Accordingly, the risks and uncertainties of Thomson Reuters Corporation, which include those of the Company, are discussed in Thomson Reuters Corporation’s annual report which does not form part of this report.
As an investment company, the principal risks and uncertainties are limited to its investment portfolio and any impairment to these investments. The Company has embarked on a program to strike off its dormant subsidiaries. The Company may be required to take future impairment charges that would reduce the reported assets and earnings as a result of realising the underlying assets.
Our performance depends on the financial health and strength of our customers, which in turn is primarily dependent on the general economies in Europe. The global economy continues to experience substantial disruption and uncertainty due to concerns regarding the spread of COVID-19, as well as from the measures intended to mitigate its impact. COVID-19 and related containment measures have already caused a global economic downturn and the continued spread of COVID-19 could cause a global recession.We are unable to predict the extent and duration of any such downturn, whether there will be such a recession or the ultimate impact of the pandemic on demand for our products and services due to various uncertainties, such as the availability, pace and effectiveness of vaccination efforts, the duration and severity of the outbreak and any resurgences/new strains, actions that may be taken by governmental authorities, businesses and individuals in response to the pandemic, and the effect on our customers.While we have implemented measures and plans designed to mitigate the effects of COVID-19, our efforts may prove to be inadequate.COVID-19 has caused us to modify several of our business practices and operations and we may take further actions as may be required by government authorities or that we believe are in the best interests of our employees, customers, partners, suppliers and other stakeholders.
LiveNote Technologies Limited
Strategic Report for the Year Ended 31 December 2020 (continued)
Principal risks and uncertainities (continued)
Most of our employees are currently working from home, which can introduce additional operational risks, including cybersecurity risks. Working from home arrangements have impacted the way that we conduct our product development, customer support, sales and other activities, which could have an adverse effect on our operations. An extended closure of any facilities performing critical operations could in the future disrupt our ability to provide our services and solutions. Illness and workforce disruptions could also lead to the unavailability of senior management or other key personnel and adversely impact our ability to perform critical functions. We cannot provide any assurance that our measures will be sufficient to mitigate the risks posed by COVID-19.
Status of Brexit and potential impact
On 23 June 2016, the UK voted to leave the European Union (“the EU”) and on 23rd March 2017, the UK invoked Article 50(2) of the Treaty and notified the European Council of their intention. The period for negotiation stated in Article 50 is two years from notification, unless an extension is agreed. The British government formally announced the country’s withdrawal in March 2017, beginning the process of leaving the EU. The withdrawal was delayed by deadlock in the British parliament. Following a general election, parliament ratified the withdrawal agreement, and the UK left the EU on 31 January 2020. The transition period ended on 31 December 2020. From 1 January 2021 the free movement of people and goods and services between the UK and the EU ended. The UK and EU agreed that there will be no customs duties on each other’s goods where certain conditions are met such as the origin rules, otherwise duties will apply. Also customs declarations have to be made the same as with any other import from the rest of the world. Import VAT will now be payable.
As outlined in Thomson Reuters’ 2020 group annual report, following the UK’s recent exit from the European Union and the expiration of a transition period, we will also be subject to UK data protection law, which imposes obligations and penalties similar to General Data Protection Regulation GDPR. We are also subject to various data transfer restrictions, including, without limitation, in light of court cases in the European Union and the exit of the United Kingdom from the European Union, which either limits our ability to transfer, or requires us to guarantee a certain level of protection when transferring, data from one country to another.
Financial risk management
As outlined in the Principal risks and uncertainties section above, as an investment Company the main risk is related to the potential impairment of the Company’s investments and any associated debtor balances. This risk is managed by the Directors through annual impairment assessments and monitoring of the performance of the group undertakings in which the Company’s investments are held.
The management of other financial risks is co-ordinated with those undertaken at Group level by Thomson Reuters Corporation. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's and the Group's financial performance. More details of the Group's risk management programme can be found in the Thomson Reuters Corporation 2020 Annual Report.
Approved by the Board on 24 September 2021 and signed on its behalf by:
.........................................
K. Major
Director
LiveNote Technologies Limited
Directors' Report for the Year Ended 31 December 2020
The Directors present their report and the audited financial statements for the year ended 31 December 2020.
Directors of the Company
The Directors, who held office during the year, were as follows:
Political donations
During the year the Company made no political donations (2019: nil).
Employee involvement
The Company did not have any employees during the year (2019: nil).
Future developments
The Directors do not envisage any changes to the nature of the business in the foreseeable future.
Financial risk management
The financial risks of the Company and how they are managed by the Directors have been outlined on page 2 of the Strategic Report.
LiveNote Technologies Limited
Directors' Report for the Year Ended 31 December 2020 (continued)
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.
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 Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 101 'Reduced Disclosure Framework ('FRS 101'). 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:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable United Kingdom Accounting Standards, comprising FRS 101 has been followed, subject to any material departures disclosed and explained in the financial statements; and |
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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 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.
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.
Disclosure of information to the auditors
Each Director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information. The Directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Approved by the Board on
.........................................
Director
LiveNote Technologies Limited
Independent Auditor's Report to the Members of LiveNote Technologies Limited
Report on the audit of the financial statements
Opinion
In our opinion, LiveNote Technologies Limited's financial statements:
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give a true and fair view of the state of the Company's affairs as at 31 December 2020 and of its profit for the year then ended; |
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have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework”, and applicable law); and |
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have been prepared in accordance with the requirements of the Companies Act 2006. |
We have audited the financial statements, included within the Annual Report, which comprise: the Balance Sheet as at 31 December 2020; the Profit and Loss Account and the Statement of Changes in Equity for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Conclusions relating to going concern
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.
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.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Company's ability to continue as a going concern.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
LiveNote Technologies Limited
Independent Auditor's Report to the Members of LiveNote Technologies Limited (continued)
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The Directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance 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 an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of 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 based on these responsibilities.
With respect to the Strategic Report and Directors’ Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.
Strategic Report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and Directors’ Report for the year ended 31 December 2020 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic Report and Directors’ Report.
Responsibilities for the financial statements and the audit
Responsibilities of the Directors for the financial statements
As explained more fully in the Statement of Directors' Responsibilities, the Directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The Directors are also responsible for such internal control as they determine is 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.
LiveNote Technologies Limited
Independent Auditor's Report to the Members of LiveNote Technologies Limited (continued)
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 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 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.
Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to the UK tax legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manage the Company's financial performance and management bias in accounting estimates within the financial statements. Audit procedures performed by the engagement team included:
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Holding discussions with management and internal legal counsel and reviewing board minutes, including consideration of potential instances of non-compliance with laws and regulation and fraud; |
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Testing a sample of journal entries based on specific risk criteria; |
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Challenging assumptions and judgements made by management related to accounting estimates. |
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• | we have not obtained all the information and explanations we require for our audit; or |
• | adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | certain disclosures of Directors’ remuneration specified by law are not made; or |
• | the financial statements are not in agreement with the accounting records and returns. |
LiveNote Technologies Limited
Independent Auditor's Report to the Members of LiveNote Technologies Limited (continued)
We have no exceptions to report arising from this responsibility.
......................................
For and on behalf of
Chartered Accountants and Statutory Auditors
London
LiveNote Technologies Limited
Profit and Loss Account for the Year Ended 31 December 2020
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Note |
2020 |
2019 |
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Finance income/(costs) |
12 |
(1) |
|
|
Profit/(loss) before tax |
|
( |
|
|
Tax on profit/(loss) |
- |
- |
|
|
Profit/(loss) for the financial year |
|
( |
The above results were derived from continuing operations.
The Company has no comprehensive income for the year other than the results above, so no separate statement of comprehensive income is presented.
LiveNote Technologies Limited
(Registration number: 02540915)
Balance Sheet as at 31 December 2020
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Note |
2020 |
2019 |
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Fixed assets |
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Investments |
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|
|
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Current assets |
|||
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Debtors: amounts falling due within one year |
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Cash at bank and in hand |
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|
|
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||
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Creditors: amounts falling due within one year |
( |
( |
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Net current assets |
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|
|
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Net assets |
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Capital and reserves |
|||
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Called up share capital |
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|
|
|
Share premium reserve |
|
- |
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|
Capital redemption reserve |
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|
|
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Other reserves |
9,732 |
9,732 |
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Profit and loss account |
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Total shareholders' funds |
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The financial statements on pages 9 to 23 were approved by the
.........................................
Director
LiveNote Technologies Limited
Statement of Changes in Equity for the Year Ended 31 December 2020
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Called up share capital |
Share premium reserve |
Capital redemption reserve |
Other reserves |
Profit and loss account |
Total Shareholders' funds |
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|
At 1 January 2020 |
|
- |
|
|
|
|
|
Profit for the year |
- |
- |
- |
- |
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|
Total comprehensive loss |
- |
- |
- |
- |
|
|
|
New share capital subscribed |
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|
- |
- |
- |
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Purchase of own share capital |
- |
- |
- |
- |
||
|
At 31 December 2020 |
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|
|
|
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|
Called up share capital |
Capital redemption reserve |
Other reserves |
Profit and loss account |
Total Shareholders' funds |
|
|
At 1 January 2019 |
|
|
|
|
|
|
Loss for the year |
- |
- |
- |
( |
( |
|
Total comprehensive income |
- |
- |
- |
( |
( |
|
At 31 December 2019 |
1,582 |
3,260,310 |
9,732 |
20,250 |
3,291,874 |
LiveNote Technologies Limited
Notes to the Financial Statements for the Year Ended 31 December 2020
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General information |
The Company is a private company limited by share capital, incorporated in United Kingdom and domiciled in England.
The address of its registered office is:
United Kingdom
The principal activity of the Company is to act as a holding Company.
All amounts in the financial statements and notes have been rounded off to the nearest thousand USD ($) as the majority of the Company's transactions are undertaken in USD ($).
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Accounting policies |
Basis of preparation
These financial statements are prepared in accordance with the Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”) and the Companies Act 2006.
In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of International Financial Reporting Standards as adopted by the EU (“Adopted IFRSs”), but makes amendments where necessary in order to comply with Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions has been taken.
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
LiveNote Technologies Limited
Notes to the Financial Statements for the Year Ended 31 December 2020 (continued)
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2 |
Accounting policies (continued) |
Summary of disclosure exemptions
In these financial statements, the Company has applied the exemptions available under FRS 101 in respect of the following disclosures:
• | A Cash Flow Statement and related notes; |
• | Comparative period reconciliations for share capital, tangible fixed assets, intangible assets and investment properties; |
• | Disclosures in respect of transactions with wholly owned subsidiaries; |
• | Disclosures in respect of capital management; |
• | The effects of new but not yet effective IFRSs; |
• | An additional Statement of Financial Position for the beginning of the earliest comparative period following the retrospective change in accounting policy; and |
• | Disclosures in respect of the compensation of Key Management Personnel. |
The consolidated financial statements of Thomson Reuters include the equivalent disclosures. The Company has also taken the exemptions under FRS 101 available in respect of the following disclosures;
• | IFRS 2 Share Based Payments in respect of group settled share based payments; |
• | Certain disclosures required by IAS 36 Impairment of assets in respect of the impairment of goodwill and indefinite life intangible assets; |
• | Disclosures required by IFRS 5 Non-current Assets Held for Sale and Discontinued Operations in respect of the cash flows of discontinued operations; |
• | Certain disclosures required by IFRS 3 Business Combinations in respect of business combinations undertaken by the Company in the current and prior periods including the comparative period reconciliation for goodwill; and |
• | Certain disclosures required by IFRS 13 Fair Value Measurement and the disclosures required by IFRS 7 Financial Instrument Disclosures. |
The disclosures required by IFRS 7 and IFRS 13 regarding financial instrument disclosures have not been provided apart from those which are relevant for the financial instruments which are held at fair value and are not either held as part of trading portfolio or derivatives.
Exemption from preparing group financial statements
The Financial Statements contain information about LiveNote Technologies Limited as an individual Company and do not contain consolidated financial information as the parent of a group. The Company has taken advantage under section 401 of the Company Act 2006 from the requirement to prepare consolidated financial statements as it and its subsidiary undertakings are included in full consolidation of Company's parent undertaking, Thomson Reuters Corporation ("Thomson Reuters"). The consolidated financial statements of Thomson Reuters are prepared in accordance with International Financial Reporting Standards. Thomson Reuters Corporation is incorporated under the laws of the Province of Ontario, Canada.
Copies of Thomson Reuters's annual reports are available to the public at www.thomsonreuters.com and may be obtained from Five Canada Square Canary Wharf, London, E14 5AQ.
LiveNote Technologies Limited
Notes to the Financial Statements for the Year Ended 31 December 2020 (continued)
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2 |
Accounting policies (continued) |
Measurement convention
The financial statements are prepared on a going concern basis, under the historical cost basis.
Use of estimates
The preparation of Financial Statements in confirmity with FRS 101 requires management to exercise its judgement in the process of applying the following accounting policies. Management is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. These estimates and assumptions are based on historical information and other factors which management consider reasonable. The accounts affected by these are provisions and accruals.
Finance income and costs policy
Interest receivable and payable is recorded in the Profit and loss account as they accrue, using the effective interest method.
Foreign currency transactions and balances
Changes in the fair value of monetary securities denominated in foreign currency classified as available for sale are analysed between translation differences resulting from changes in the amortised cost of the security and other changes in the carrying amount of the security. Translation differences related to changes in amortised cost are recognised in profit and loss account, and other changes in carrying amount are recognised in other comprehensive income.
Translation differences on non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognised in profit and loss account as part of the fair value gain or loss. Translation differences on non-monetary financial assets measure at fair value, such as equities classified as available for sale, are included in other comprehensive income.
Fixed asset investments
The Company holds investments in other companies. These are recognised as fixed asset investments and are stated at cost less any impairment.
Asset impairment
Fixed asset investments are considered for impairment triggers annually. If an impairment assessment trigger is identified, a detailed assessment is made. An impairment loss is recognised to the extent that the carrying amount cannot be recovered either by selling the assets or by discounted future earnings from operating the assets.
LiveNote Technologies Limited
Notes to the Financial Statements for the Year Ended 31 December 2020 (continued)
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2 |
Accounting policies (continued) |
Current and deferred tax
The tax expense for the period 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 shareholders’ funds. In this case, the tax is also recognised in other comprehensive income or directly in shareholders’ funds, respectively.
The current tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the Balance sheet date in the countries where the Company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; or arise from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the Balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
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Employees |
The Company did not have any employees at any time during the year (2019: Nil).
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Directors' remuneration |
None of the Directors had any beneficial interest in the share capital of the Company or an interest in any transactions or arrangements with the Company which require disclosure. None of the Directors received any payments for their services as Directors of the Company (2019: US$Nil).
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Auditors' remuneration |
The auditors' remuneration (relating to audit services) is US$19,484 (2019: US$21,933) and is paid by a fellow group undertaking and is not recharged to the Company.
LiveNote Technologies Limited
Notes to the Financial Statements for the Year Ended 31 December 2020 (continued)
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Tax on profit/(loss) |
Tax charged/(credited) in the profit and loss account
|
2020 |
2019 |
|
|
Current taxation |
||
|
UK corporation tax |
- |
- |
|
Total current income tax |
- |
- |
The differences are reconciled below:
|
2020 |
2019 |
|
|
Profit/(loss) for the year |
|
( |
|
Profit/(loss) multiplied by the standard rate of tax in the UK of 19.00% (2019: 19.00%) |
2 |
|
|
Decrease arising from group relief tax reconciliation |
- |
- |
|
Total tax charge/(credit) |
- |
- |
The standard rate of corporation tax in the UK is 19% with effect from 1 April 2017. A reduction in the rate to 17% from 1 April 2020 was enacted on 15 September 2016. However, subsequent to the 31 December 2019 balance sheet date, a proposal to keep the 19% rate for corporation tax was substantively enacted on 17 March 2020.
On 3 March 2021, it was announced that the UK corporation tax rate will remain at 19% until 2023, when the UK corporation tax rate will increase to 25% from 1 April 2023. This change has been substantively enacted on 24 May 2021 (after the balance sheet date of 31 December 2020), therefore, any deferred tax balances are currently stated in the tax disclosures at a rate of 19%.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date.
LiveNote Technologies Limited
Notes to the Financial Statements for the Year Ended 31 December 2020 (continued)
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Investments |
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Subsidiaries |
US$ 000 |
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Cost or valuation |
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At 1 January 2020 |
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Additions |
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At 31 December 2020 |
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At 31 December 2019 |
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During the year, the Company received a capital contribution of all the issued shares of HighQ Inc worth US$70,000,000 from a fellow group undertaking in exchange of one ordinary share for nominal value of £15,955.10 (US$19,843.42) and remaining balance US$69,980,156.58 classified as share premium. Further, the Company contributed the shares in HighQ Inc for US$70,000,000 to a fellow group undertaking in exchange for one ordinary share.
During the year, the Company received a capital contribution of all the issues shares of Acritas US Inc worth US$5,200,000 from a fellow group undertaking in exchange of one ordinary share for nominal value of £15,955.10 (US$21,292.20) and remaining balance US$5,178,707.80 classified as share premium. Further, the Company contributed the shares in Acritas US Inc for US$5,200,000 to a fellow group undertaking in exchange for one ordinary share.
An impairment review was carried out in the year for those investments that were considered to have a potential trigger. The Directors have assessed the recoverable amount of these investments, having taken into consideration a range of assumptions and has resulted in the Directors concluding that the carrying value of the investments is supported.
The Directors are of the opinion that the value of the Company's investments are not less than the value at which it is stated in the Balance sheet as at 31 December 2020.
LiveNote Technologies Limited
Notes to the Financial Statements for the Year Ended 31 December 2020 (continued)
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7 |
Investments (continued) |
Details of the subsidiaries as at 31 December 2020 are as follows:
|
Name of subsidiary |
Principal activity |
Registered office |
Proportion of ownership interest and voting rights held |
2019 |
|
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Software provider and holding Company |
USA |
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Holding Company |
USA |
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Holding Company |
USA |
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Holding Company |
USA |
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Holding Company |
USA |
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Trading Company |
USA |
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Holding Company |
USA |
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|
|
|
Dormant |
England |
|
|
|
|
|
Holding Company |
USA |
|
|
|
|
|
Holding Company |
USA |
|
|
|
LiveNote Technologies Limited
Notes to the Financial Statements for the Year Ended 31 December 2020 (continued)
|
7 |
Investments (continued) |
|
Name of subsidiary |
Principal activity |
Registered office |
Proportion of ownership interest and voting rights held |
2019 |
|
|
|
Holding Company |
USA |
|
|
|
|
|
Holding Company |
USA |
|
|
|
|
|
Property Casualty Insurer |
USA |
|
|
|
|
|
Holding Company |
USA |
|
|
|
|
|
Holding Company |
USA |
|
|
|
|
|
Holding Company |
China |
|
|
|
|
|
Holding Company |
USA |
|
|
|
|
|
Holding Company |
USA |
|
|
|
|
|
Trading Company |
USA |
|
|
|
|
|
Holding Company |
USA |
|
|
|
|
|
Holding Company |
USA |
|
|
|
LiveNote Technologies Limited
Notes to the Financial Statements for the Year Ended 31 December 2020 (continued)
|
7 |
Investments (continued) |
|
Name of subsidiary |
Principal activity |
Registered office |
Proportion of ownership interest and voting rights held |
2019 |
|
|
|
Holding Company |
USA |
|
|
|
|
|
Payroll Company |
USA |
|
|
|
|
|
Trading Company |
USA |
|
|
|
|
|
Trading Company |
England |
|
|
|
|
|
Trading Company |
USA |
|
|
|
|
|
Trading Company |
USA |
|
|
|
|
|
Trading Company |
USA |
|
|
|
|
|
Trading Company |
USA |
|
|
|
|
|
Trading Company |
USA |
|
|
|
|
|
Holding Company |
United States of America |
|
|
|
LiveNote Technologies Limited
Notes to the Financial Statements for the Year Ended 31 December 2020 (continued)
|
7 |
Investments (continued) |
|
Name of subsidiary |
Principal activity |
Registered office |
Proportion of ownership interest and voting rights held |
2019 |
|
|
|
Trading Company |
USA |
|
|
|
|
|
Trading Company |
USA |
|
|
|
|
|
Holding Company |
United States of America |
|
|
|
|
|
Trading Company |
United States of America |
|
|
|
|
|
Holding Company |
USA |
|
|
|
|
|
Holding Company |
USA |
|
|
|
|
|
Trading Company |
USA |
|
|
|
*indicates direct investment of the Company
|
Debtors: amounts falling due within one year |
|
2020 |
2019 |
|
|
Amounts owed by fellow undertaking |
1,687 |
1,731 |
Amounts owed by fellow undertaking are unsecured, non-interest bearing and repayable on demand.
LiveNote Technologies Limited
Notes to the Financial Statements for the Year Ended 31 December 2020 (continued)
|
Cash at bank and in hand |
|
2020 |
2019 |
|
|
Cash at bank |
|
|
|
Creditors: amounts falling due within one year |
|
2020 |
2019 |
|
|
Amounts owed to fellow undertaking |
198 |
247 |
Amounts owed to group undertakings are unsecured, non interest bearing and repayable on demand.
|
Called up share capital |
Allotted, called up and fully paid shares
|
2020 |
2019 |
|||
|
No. |
US$ 000 |
No. |
US$ 000 |
|
|
Ordinary shares of £15,955.10 each |
53 |
1,623 |
51 |
1,582 |
The shares are ordinary shares of £15,955.10 and there are no restrictions on dividends paid.
During the year, the Company received a capital contribution of all the issued shares of HighQ Inc worth US$70,000,000 from a fellow group undertaking in exchange of one ordinary share for nominal value of £15,955.10 (US$19,843.42) and remaining balance US$69,980,156.58 classified as share premium. Further, the Company contributed the shares in HighQ Inc for US$70,000,000 to a fellow group undertaking in exchange for one ordinary share.
During the year, the Company received a capital contribution of all the issued shares of Acritas US Inc worth US$5,200,000 from a fellow group undertaking in exchange of one ordinary share for nominal value of £15,955.10 (US$21,292.20) and remaining balance US$5,178,707.80 classified as share premium. Further, the Company contributed the shares in Acritas US Inc for US$5,200,000 to a fellow group undertaking in exchange for one ordinary share.
LiveNote Technologies Limited
Notes to the Financial Statements for the Year Ended 31 December 2020 (continued)
|
Parent and ultimate parent undertaking |
The Company's immediate parent is
The ultimate parent is
The most senior parent entity producing publicly available financial statements is
The ultimate controlling party is
Relationship between entity and parents
The parent of the largest group in which these financial statements are consolidated is
The address of Thomson Reuters Corporation is: