Rubicone Midco Limited - Period Ending 2022-08-31

Rubicone Midco Limited

Contents

Rubicone Midco Limited

Company Information

Rubicone Midco Limited

Strategic Report for the Period from 26 October 2021 to 31 August 2022

The directors present their strategic report for the period from 26 October 2021 to 31 August 2022.

Principal activity

The principal activity of the company is that of a holding company.

Fair review of the business

The results for the period, which are set out in the profit and loss account, show an operating loss of £19,531. At 31 August 2022, the company had net liabilities of £4,402,921. The directors consider the performance for the period and the financial position at the period end to be satisfactory.

Details of principal risks and uncertainties, key performance indicators and financial instruments are disclosed in the group financial statements of the company's ultimate parent company, Rubicone Topco Limited.

Approved by the Board on 29 June 2023 and signed on its behalf by:

J J Vellacott
Director

Rubicone Midco Limited

Directors' Report for the Period from 26 October 2021 to 31 August 2022

The directors present their report and the financial statements for the period from 26 October 2021 to 31 August 2022.

Incorporation

The company was incorporated on 26 October 2021.

Directors of the company

The directors who held office during the period were as follows:

K L Cook (appointed 26 October 2021)

C A Dube (appointed 26 October 2021 and ceased 5 June 2023)

A J Brown (appointed 1 December 2021 and ceased 19 August 2022)

S Lawrence (appointed 1 December 2021 and ceased 30 January 2023)

S L Whittern (appointed 19 August 2022 and ceased 11 November 2022)

The following director was appointed after the period end:

J J Vellacott (appointed 27 January 2023)

Future developments

The external environment is expected to remain competitive going forward, however the directors remain confident that the company will improve on its current level of performance in the future.

Disclosure of information to the auditors

Appointment of auditors

Hazlewoods LLP were appointed as auditors to the company during the period and have expressed their willingness to continue in office.

Approved by the Board on 29 June 2023 and signed on its behalf by:

J J Vellacott
Director

Rubicone Midco Limited

Statement of Directors' Responsibilities

Rubicone Midco Limited

Independent Auditor's Report to the Members of Rubicone Midco Limited

Opinion

We have audited the financial statements of Rubicone Midco Limited (the 'company') for the period from 26 October 2021 to 31 August 2022, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, and Notes to the Financial Statements, 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).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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.

Conclusions relating to going concern

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 company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

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 auditor’s report thereon. 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.

We have nothing to report in this regard.

Rubicone Midco Limited

Independent Auditor's Report to the Members of Rubicone Midco Limited

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors 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.

Auditor’s 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 auditor’s 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.

Extent to which the audit was capable of detecting irregularities, including fraud

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:

We considered the nature of the company’s industry and its control environment and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the company operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

Rubicone Midco Limited

Independent Auditor's Report to the Members of Rubicone Midco Limited

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our 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 auditor’s 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.

Simon Worsley (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Windsor House
Bayshill Road
Cheltenham
GL50 3AT

29 June 2023

Rubicone Midco Limited

Profit and Loss Account for the Period from 26 October 2021 to 31 August 2022

The above results were derived from continuing operations.

The company has no other comprehensive income for the period.

Rubicone Midco Limited

(Registration number: 13705576)
Balance Sheet as at 31 August 2022

Approved and authorised by the Board on 29 June 2023 and signed on its behalf by:
 

J J Vellacott
Director

Rubicone Midco Limited

Statement of Changes in Equity for the Period from 26 October 2021 to 31 August 2022

Rubicone Midco Limited

Notes to the Financial Statements for the Period from 26 October 2021 to 31 August 2022

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Unit 5 Vision Court
Caxton Place
Pentwyn
Cardiff
CF23 8HA

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.

Statement of compliance

Basis of preparation

Summary of disclosure exemptions

The company has not presented a cash flow statement on the grounds that the company is a wholly owned subsidiary and a group cash flow statement is included in the financial statements of the ultimate parent company.

Name of parent of group

These financial statements are consolidated in the financial statements of Rubicone Topco Limited.

The financial statements of Rubicone Topco Limited may be obtained from Companies House.

Going concern

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Exemption from preparing group accounts

The financial statements contain information about Rubicone Midco Limited as an individual company and do not contain consolidated financial information as the parent of a group.

The company is exempt under section 400 of the Companies Act 2006 from the requirement to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Rubicone Topco Limited.

Rubicone Midco Limited

Notes to the Financial Statements for the Period from 26 October 2021 to 31 August 2022

Judgements and estimation uncertainty

Business combinations

Investments

Borrowings

Share capital

Financial instruments

Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Rubicone Midco Limited

Notes to the Financial Statements for the Period from 26 October 2021 to 31 August 2022

Financial instruments (continued)

Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Exceptional items in the current period consist of one off legal and professional fees.

Rubicone Midco Limited

Notes to the Financial Statements for the Period from 26 October 2021 to 31 August 2022

The average number of persons employed by the company (including directors) during the period, analysed by category was as follows:

Directors' remuneration has been borne by a related party.

The tax on profit before tax for the period is lower than the standard rate of corporation tax in the UK of 19%.

The differences are reconciled below:

Rubicone Midco Limited

Notes to the Financial Statements for the Period from 26 October 2021 to 31 August 2022

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Details of non-current trade and other debtors

£116,634,608 of amounts owed by group undertakings is classified as non current.

Rubicone Midco Limited

Notes to the Financial Statements for the Period from 26 October 2021 to 31 August 2022

Included in the analysis of loan notes is £105,639,159 which are unsecured and repayable on 1 December 2029. Interest is charge on the loan notes at a rate of 12% per annum.

Allotted, called up and fully paid shares

New shares allotted

The total loan notes balance owed to the company's ultimate controlling party at the year end was £103,688,708. During the year, interest accruing on the loan totalled £7,260,993 and the total accrued interest at 31 August 2022 was £7,260,993.

The total loan notes balance owed to key management personnel at the year end was £1,950,451. During the year, interest accruing on the loan totalled £160,718 and the total accrued interest at 31 August 2022 was £160,718.

The company's immediate parent is Rubicone Topco Limited, incorporated in England and Wales.

 The ultimate controlling party is August Equity V GP Limited, a company registered in England and Wales, which is considered to have no single controlling party.