Owl Investment Bidco Limited - Accounts to registrar (filleted) - small 23.2.5

REGISTERED NUMBER: 14093733 (England and Wales)

OWL INVESTMENT BIDCO LIMITED

FINANCIAL STATEMENTS FOR THE PERIOD 9 MAY 2022 TO 31 DECEMBER 2022

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

F Button

T Humpage

P Leveque

J Sousselier

J Ylänen

REGISTERED OFFICE:

35 - 35A The Maltings

Lower Charlton Trading Estate

Shepton Mallet

Somerset

BA4 5QE

REGISTERED NUMBER:

14093733 (England and Wales)

AUDITORS:

Rothmans Audit LLP

Statutory Auditors

Chartered Accountants

Fryern House

125 Winchester Road

Chandlers Ford

Hampshire

SO53 2DR

FIXED ASSETS

Investments

4

28,305,486

CURRENT ASSETS

Debtors

5

12,631,373

Cash at bank

7,431,251

20,062,624

CREDITORS

Amounts falling due within one year

6

179,901

NET CURRENT ASSETS

19,882,723

TOTAL ASSETS LESS CURRENT LIABILITIES

48,188,209

CREDITORS

Amounts falling due after more than one year

7

49,245,149

NET LIABILITIES

(1,056,940

)

CAPITAL AND RESERVES

Called up share capital

1

Retained earnings

(1,056,941

)

(1,056,940

)

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 12 May 2023 and were signed on its behalf by:

T Humpage - Director

1.	STATUTORY INFORMATION

Owl Investment Bidco Limited is a private company, limited by shares, incorporated in England and Wales. The company's registered number is 14093733 and the registered office address is 35 - 35A The Maltings, Lower Charlton Trading Estate, Shepton Mallet, BA4 5QE.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared 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.

The presentation currency is £ sterling.

Going concern

The company is reliant on the support of its parent company and fellow subsidiary companies. The directors have therefore prepared the accounts on a going concern basis.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Significant judgements and estimates

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date, and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

1)

Impairment of assets

Judgement is used to determine whether there are any indicators of impairment, triggering an

impairment review.

Turnover

Turnover represents net sales during the year (excluding value added tax) adjusted for accrued and deferred income where applicable. Turnover is recognised on provision of the supply of services.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Financial instruments

Financial instruments are classified and accounted for according to the substance of the contractual arrangements as either financial assets, financial liabilities or equity instruments, and are held at amortised cost. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all its liabilities.

Taxation

Taxation for the period 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 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 period 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 the Income Statement in the period to which they relate.

Finance income and costs

Finance income and costs are charged to the Income Statement over the term of the debt using the effective interest rate method so that the amount charged is at a constant rate on the carrying amount.

Consolidated financial statements

The financial statements contain information about Owl Investment Bidco Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company has taken advantage of the exemption conferred by section 400 of the Companies Act 2006 not to produce consolidated financial statements as it is included in the EEA group accounts of a larger group.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 3 .

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

Additions

28,305,486

At 31 December 2022

28,305,486

NET BOOK VALUE

At 31 December 2022

28,305,486

5.

DEBTORS

£

Amounts falling due within one year:

VAT

18,645

Prepayments and accrued income

302,286

320,931

Amounts falling due after more than one year:

Shareholder loans

12,310,442

Aggregate amounts

12,631,373

The shareholder loans are due for repayment in full on 11 July 2030. Interest accrues on the loan at a rate of 7% per annum.

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

£

Amounts owed to group undertakings

156,651

Social security and other taxes

23,250

179,901

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

£

Loan notes

1,714,523

Shareholder loans

47,530,626

49,245,149

Amounts falling due in more than five years:

Repayable otherwise than by instalments

Loan notes

1,714,523

Shareholder loans

47,530,626

49,245,149

The shareholder loans are due for repayment in full on 11 July 2030. Interest accrues on the loan at a rate of 7% per annum.

The loan notes are due for repayment in full on 28 July 2030. Interest accrues on the loan notes at a rate of 7% per annum.

8.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Robin Lloyd FCA (Senior Statutory Auditor)

for and on behalf of Rothmans Audit LLP

9.	CONTINGENT LIABILITIES

The company has a contingent liability for deferred consideration in respect of the investment in BSR Group Holdings Limited. The deferred consideration relates to the crystallisation of certain projects. Due to the variable elements of these projects, the amount cannot be measured reliably and therefore has not been included in the financial statements.

10.	ULTIMATE PARENT COMPANY AND ULTIMATE CONTROLLING PARTY

The immediate and ultimate parent company is Owl Topco 1 Limited, a company incorporated in England & Wales.

The largest and smallest group in which the results of the company are consolidated is that headed by Owl Topco 1 Limited. Copies of these accounts are available to the public and may be obtained from the Registrar of Companies.

The directors do not consider there to be any individual who has ultimate control.