Treehouse Junior Limited - Limited company accounts 23.2

REGISTERED NUMBER: 13216284 (England and Wales)

Report of the Directors and

Financial Statements

for the Year Ended 31 December 2022

for

Treehouse Junior Limited

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Statement of Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Cash Flow Statement

10

Notes to the Cash Flow Statement

11

Notes to the Financial Statements

12

DIRECTORS:

E Gorev

M S Spetzler

G Japhet

A Ni

S A Ahmed

REGISTERED OFFICE:

The Peak Level 2

5 Wilton Road

London

SW1V 1AN

REGISTERED NUMBER:

13216284 (England and Wales)

AUDITORS:

Anstey Bond LLP

Statutory Auditors &

Chartered Accountants

1-2 Charterhouse Mews

London

EC1M 6BB

SOLICITORS:

Ropes & Gray

60 Ludgate Hill

London

EC4M 7AW

United Kingdom

The directors present their report with the financial statements of the company for the year ended 31 December 2022.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of being a holding company.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2022.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2022 to the date of this report.

E Gorev

M S Spetzler

G Japhet

A Ni

Other changes in directors holding office are as follows:

S A Ahmed was appointed as a director after 31 December 2022 but prior to the date of this report.

A Favarin ceased to be a director after 31 December 2022 but prior to the date of this report.

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

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 UK-adopted international accounting standards. 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:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	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 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. They 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Anstey Bond LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

M S Spetzler - Director

3 November 2023

Opinion

We have audited the financial statements of Treehouse Junior Limited (the 'company') for the year ended 31 December 2022 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity, the Cash Flow Statement and Notes to the Cash Flow Statement, 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 International Financial Reporting Standards (IFRSs) as adopted by the UK.

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2022 and of its loss for the year then ended;

-	have been properly prepared in accordance with IFRSs as adopted by the UK; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

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 Auditors' 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 financial statements are 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 in the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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.

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 such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. 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 in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page two, 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 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.

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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk recognising that 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.

We focussed on laws and regulations which could give rise to material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management. There are inherent limitations in the audit procedures described above, and the further removed non - compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relation to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Colin Ellis FCCA CF (Senior Statutory Auditor)

for and on behalf of Anstey Bond LLP

Statutory Auditors &

Chartered Accountants

1-2 Charterhouse Mews

London

EC1M 6BB

3 November 2023

CONTINUING OPERATIONS

Revenue

-

-

Administrative expenses

(86

)

(3,670

)

OPERATING LOSS

(86

)

(3,670

)

Finance costs

4

(16,005

)

(10,045

)

LOSS BEFORE INCOME TAX

5

(16,091

)

(13,715

)

Income tax

6

(77

)

(19

)

LOSS FOR THE YEAR

(16,168

)

(13,734

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(16,168

)

(13,734

)

ASSETS

NON-CURRENT ASSETS

Investments

7

368,857

368,857

Trade and other receivables

8

755

13,032

369,612

381,889

CURRENT ASSETS

Trade and other receivables

8

3,855

4,607

TOTAL ASSETS

373,467

386,496

EQUITY

SHAREHOLDERS' EQUITY

Called up share capital

9

-

-

Share premium

10

183,869

183,869

Retained earnings

10

(29,902

)

(13,734

)

TOTAL EQUITY

153,967

170,135

LIABILITIES

NON-CURRENT LIABILITIES

Trade and other payables

11

8,181

2,555

Financial liabilities - borrowings

Interest bearing loans and borrowings

12

210,000

210,000

218,181

212,555

CURRENT LIABILITIES

Trade and other payables

11

1,319

3,806

TOTAL LIABILITIES

219,500

216,361

TOTAL EQUITY AND LIABILITIES

373,467

386,496

The financial statements were approved by the Board of Directors and authorised for issue on 3 November 2023 and were signed on its behalf by:

M S Spetzler - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

$'000

$'000

$'000

$'000

Changes in equity

Issue of share capital

-

-

183,869

183,869

Total comprehensive income

-

(13,734

)

-

(13,734

)

Balance at 31 December 2021

-

(13,734

)

183,869

170,135

Changes in equity

Total comprehensive income

-

(16,168

)

-

(16,168

)

Balance at 31 December 2022

-

(29,902

)

183,869

153,967

Cash flows from operating activities

Cash generated from operations

1

16,082

195,052

Finance costs paid

(16,005

)

(10,045

)

Tax paid

(77

)

(19

)

Net cash from operating activities

-

184,988

Cash flows from investing activities

Purchase of fixed asset investments

-

(368,857

)

Net cash from investing activities

-

(368,857

)

Cash flows from financing activities

Share premium

-

183,869

Net cash from financing activities

-

183,869

Increase in cash and cash equivalents

-

-

Cash and cash equivalents at beginning of year

-

-

Cash and cash equivalents at end of year

-

-

1.	RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS

Period

22.2.21

Year Ended

to

31.12.22

31.12.21

$'000

$'000

Loss before income tax

(16,091

)

(13,715

)

Finance costs

16,005

10,045

(86

)

(3,670

)

Decrease/(increase) in trade and other receivables

13,029

(17,639

)

Increase in trade and other payables

3,139

216,361

Cash generated from operations

16,082

195,052

1.	STATUTORY INFORMATION

Treehouse Junior 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 preparation

These financial statements have been prepared in accordance with UK-adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention.

The financial statements are prepared in United States Dollars (USD), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest thousand dollar, unless stated otherwise.

Going concern

The financial statements have been prepared on the going concern basis. The Directors have at the time of approving the financial statements, a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The Directors have produced financial projections for the company for the next twelve months and beyond. These projections take into account a sufficient level of working capital in order for the Group to cover its cost base. Thus the Directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Preparation of consolidated financial statements

The financial statements contain information about Treehouse Junior 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 requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Treehouse Senior Limited, The Peak Level 2, 5 Wilton Road, London, SW1V 1AN, England.

Financial instruments

Recognition and initial measurement

Financial assets and financial liabilities are recognised when a member of the Company becomes a party to the contractual provisions of the financial instrument.

A financial asset or financial liability is measured initially at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. Transaction costs related to financial instruments designated at FVTPL are expensed immediately.

Classification of financial assets

Financial assets, other than those designated and effective as hedging instruments, are classified into the following categories:

- Amortised cost

- Fair value through profit or loss (FVTPL)

- Fair value through other comprehensive income (FVOCI)

In the periods presented the Company does not have any financial assets categorised as FVOCI.

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as FVTPL:

- The asset is held within a business model whose objective is to hold assets to collect Contractual cash flows

- The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principle and interest (SPPI)

Classification of financial liabilities

Financial liabilities are classified as either:

- Amortised cost

- Fair value through profit or loss (FVTPL)

Subsequent measurement of financial instruments

Financial instruments at fair value through profit or loss are subsequently measured at fair value, with gains and losses arising from changes in fair value recognised in profit or loss. Financial assets and liabilities at amortised cost are subsequently measured at amortised cost, using the effective interest rate method.

An exception is made for trade receivables without a significant financing component. These are recognised at the transaction price, per IFRS 15. For trade receivables with a significant financing component, any differences arising between the amount of revenue recognised in accordance with IFRS 15 and the fair value of the trade receivable is recognised as an expense in the profit or loss.

Offsetting

Financial assets and liabilities are offset and the net amounts presented in the statement of financial position only when the Company has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

Derecognition

Financial assets are derecognised when the contractual rights to the cash flows from the financial assets expire or have been transferred and the Company has transferred substantially all risks and rewards of ownership.

Financial liabilities are derecognised when they are extinguished, i.e. when the contractual obligation is discharged, cancelled, expires or when a substantial modification of the terms occur.

Impairment

At each reporting date the Company assesses whether there is a significant increase in credit risk over the remaining life of financial assets in comparison with the credit risk on initial recognition. The Company recognises expected credit losses (ECL) on financial instruments that are not measured at FVTPL.

IFRS 9 establishes a three-stage impairment model, based on whether there has been a significant increase in the credit risk of a financial asset since its initial recognition. Three-stages determine the amount of impairment to be recognised as expected credit losses at each reporting date as well as the amount of interest revenue to be recorded in future periods:

- Stage 1: Credit risk has not increased significantly since initial recognition - recognise 12 months ECL, and recognise interest on a gross basis;

- Stage 2: Credit risk has increased significantly since initial recognition - recognise lifetime ECL, and recognise interest on a gross basis;

- Stage 3: Financial asset is credit impaired - recognise lifetime ECL, and present interest on a net basis (i.e. on the gross carrying amount less credit allowance).

In making this assessment the Company considers a broader range of forward-looking information. Considerations include past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

The Company makes use of a simplified approach in accounting for trade and other receivables or contract assets without a significant financing component and records the loss allowance as lifetime expected credit losses.

Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over the expected life of the financial instrument. This includes both credit loss and non-credit loss scenarios.

Fair value measurement

The Company applies IFRS 13 Fair Value Measurement. Under this standard, fair value is defined as the price that would be received to sell as asset or paid to transfer a liability (i.e. the exit price) in an orderly transaction between market participants at the measurement date.

In determining fair value, the Company uses various valuation approaches. IFRS 13 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable imputes and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the assumptions market participants would use in the pricing of the asset or liability developed based on the best information available in the circumstances.

The hierarchy is broken down into three levels based on the inputs as follows:

- Level 1: Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products do not entail a significant degree of judgement.

- Level 2: Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

- Level 3: Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including, for example, the type of investment, the liquidity of markets and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgement, and the investments are categorised as Level 3.

The carrying amounts of financial instruments carried at cost, including cash and cash equivalents, trade receivables and trade payables, approximate their fair value due to the short-term maturities or such instruments.

Taxation

Current taxes, where applicable, are based on the results shown in the financial statements and are calculated according to local tax rules using tax rates enacted, or substantially enacted, by the statement of financial position date and taking into account deferred taxation.

Deferred tax is computed using the liability method. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using enacted rates and laws that will be in effect when the differences are expected to reverse. Deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction that at the time of the transaction affects neither accounting, nor taxable profit or loss. Deferred tax assets are recognised to the extent that it is probable that future taxable profits will arise against which the temporary differences will be utilised.

Deferred tax is provided on temporary differences arising on investments in subsidiaries except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets and liabilities arising in the same tax jurisdiction are offset.

Foreign currencies

A foreign currency transaction is recorded, on initial recognition in United States Dollars, by applying to the foreign currency amount the spot exchange rate between the functional currency and the foreign currency at the date of the transaction.

At the end of the reporting period:

- foreign currency monetary items are translated using the closing rate;

- non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction; and

- non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period or in previous annual financial statements are recognised in profit or loss in the period in which they arise.

When a gain or loss on a non-monetary item is recognised to other comprehensive income and accumulated in equity, any exchange component of that gain or loss is recognised to other comprehensive income and accumulated in equity. When a gain or loss on a non-monetary item is recognised in profit or loss, any exchange component of that gain or loss is recognised in profit or loss.

Cash flows arising from transactions in a foreign currency are recorded in United States Dollars, by applying to the foreign currency amount to the exchange rate between the United States Dollar and the foreign currency at the date of the cash flow.

Provisions and contingencies

Provisions are recognised when:

- the Company has a present obligation as a result of a past event;

- it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and

- a reliable estimate can be made of the obligation.

The amount of a provision is the present value of the expenditure expected to be required to settle the obligation.

Contingent assets and contingent liabilities are not recognised.

Trade and other receivables

Trade and other receivables are recognised initially at fair value and shown less any provision for amounts considered irrecoverable. They are subsequently measured at an amortised cost using the effective interest rate method, less irrecoverable provision for receivables.

Trade and other payables

Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method.

Adoption of new and revised standards

The International Accounting Standards Board and IFRIC have issued the following new and revised standards and interpretations. The Company has not early adopted any standards, interpretations or amendments that have been issued but are not yet effective. These standards, interpretations and amendments are listed in the table below, and are not expected to impact the Company:

Standard

Details of amendment

Effective date

Amendments to IAS 8

Definition of Accounting Estimates

1 January 2023

Amendments to IAS 1 and IFRS Practice Statement 2

Disclosure of Accounting Policies

1 January 2023

Amendments to IAS 12

Deferred Tax related Assets and Liabilities arising from a Single Transaction

1 January 2023

IFRS 17

Insurance Contracts

1 January 2023

Amendments to IAS 1

Classification of Liabilities as Current or Non-Current

1 January 2024

Amendments to IFRS 16

Lease Liability in a Sale and Leaseback

1 January 2024

Amendments to IFRS 10 and IAS 28

Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

Pending

The directors anticipate that the adoption of these standards in future periods will have no material impact on the financial statements of the Company.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2022 nor for the period ended 31 December 2021.

The average number of employees during the year was NIL (2021 - NIL).

Period

22.2.21

Year Ended

to

31.12.22

31.12.21

$

$

Directors' remuneration

-

-

4.	NET FINANCE COSTS

Period

22.2.21

Year Ended

to

31.12.22

31.12.21

$'000

$'000

Finance costs:

Financial Income/Expenses

16,005

10,045

5.	LOSS BEFORE INCOME TAX

2022

2021

$'000

$'000

Auditor's remuneration

10

10

Auditors remuneration is provided for within the parent Company, Treehouse Senior Limited.

6.	INCOME TAX

Analysis of tax expense

Period

22.2.21

Year Ended

to

31.12.22

31.12.21

$'000

$'000

Current tax:

Tax

77

19

Total tax expense in statement of comprehensive income

77

19

7.	INVESTMENTS

Unlisted

investments

$'000

COST

At 1 January 2022

and 31 December 2022

368,857

NET BOOK VALUE

At 31 December 2022

368,857

At 31 December 2021

368,857

Treehouse Junior Ltd's investments in the Share Capital of companies at the Balance Sheet date, included the following:

Company name

Country of incorporation

Hollding

Class of shares held

2022

2021

THMH (Ireland) Limited

Republic of Ireland

Direct

Ordinary

100%

100%

Filae

France

Direct

Ordinary

100%

100%

Moreshet Bareshet Limited

Israel

Direct

Ordinary

100%

100%

MyHeritage Limited

Israel

Indirect

Ordinary

84%

84%

MyHeritage UK Limited

England and Wales

Indirect

Ordinary

84%

84%

MyHeritage USA Inc

United States of America

Indirect

Ordinary

84%

84%

MyHeritage (Israel) Ltd

Israel

Indirect

Ordinary

84%

84%

Included within the balance sheet is an investment in the subsidiary entities amounting to $368,857. The investment is made up of an investment in shares amounting to $53,857 and capital notes amounting to $315,000.

On April 8, 2021, the company received from its subsidiary capital notes in an aggregate amount of $315,000 made up of 9 agreements. The capital notes amount in dollars, do not bear interest and will be repaid according to the demand of the holder of the note, but not before five years from the date of their issuance. The notes shall not be transferable without the acceptance of the issuer.

8.	TRADE AND OTHER RECEIVABLES

31.12.22

31.12.21

$'000

$'000

Current:

Prepayments and accrued income

3,855

4,607

Non-current:

Long term receivables

755

13,032

Aggregate amounts

4,610

17,639

As at the balance sheet date, included within trade and other receivables is an amount due from Moreshet Bareshet Limited, equating to $755 (2021 : $13,032). Interest has been applied to the loan at 3%. The aggregate balance remains outstanding as at the year end and has been classified as non current due to repayment terms in excess of one year.

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.22

31.12.21

value:

$

$

100,001

Ordinary

0.00001

1

1

10.

RESERVES

Retained

Share

earnings

premium

Totals

$'000

$'000

$'000

At 1 January 2022

(13,734

)

183,869

170,135

Deficit for the year

(16,168

)

(16,168

)

At 31 December 2022

(29,902

)

183,869

153,967

11.	TRADE AND OTHER PAYABLES

31.12.22

31.12.21

$'000

$'000

Current:

Other creditors

1,319

3,806

Non-current:

Amounts owed to group undertakings

8,181

2,555

Aggregate amounts

9,500

6,361

12.

FINANCIAL LIABILITIES - BORROWINGS

Loans from banks

On 8 April 2021, the Company entered into a Facility B Agreement ("Agreement") with a group of lenders ("Lenders") for $210,000 loan for a period of seven years. Outstanding loan bear annual interest rate of Margin plus LIBOR with a floor of 0.5%. The Margin in 2021 was 5.5%.

The Company incurred debt issuance costs related to this agreement in a total amount of $4,200. These costs are deferred as an asset and are being amortised over the term of the line of credit agreement using the straight line method.

As per the Facilities agreement, the Company is subject to a leverage covenant whereby it is required to meet a specific key financial ratio, which is to stay under the ratio of total net debt on the last day of that relevant period to adjusted EBITDA in respect of that applicable period.

13.	RELATED PARTY DISCLOSURES

As at the balance sheet date, included within trade and other receivables is an amount due from Moreshet Bareshet Limited, equating to $755 (2021 : $13,032). Interest has been applied to the loan at 3%. The aggregate balance remains outstanding as at the year end and has been classified as non current due to repayment terms in excess of one year.