Custodes Acqco Limited - Limited company accounts 23.2

REGISTERED NUMBER: 08818212 (England and Wales)

CUSTODES ACQCO LIMITED

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE PERIOD 1 JANUARY 2022 TO 31 MARCH 2023

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income Statement

7

Other Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTORS:

K J G Hillen

J S Godden

Ms E C Gilvear

S M P Adcock

REGISTERED OFFICE:

5th Floor

167-169 Great Portland Street

London

W1W 5PF

REGISTERED NUMBER:

08818212 (England and Wales)

AUDITORS:

Keelings Limited

Statutory Auditors, Chartered Tax Advisers

and Chartered Certified Accountants

Broad House

1 The Broadway

Old Hatfield

Hertfordshire

AL9 5BG

The directors present their report with the financial statements of the company for the period 1 January 2022 to 31 March 2023.

As reported in Notes 11 and 12, the company was acquired on 22 January 2022 by a member of a sub-group of Gresham House plc. The accounting period to which these accounts relate has been extended from the year ended 31 December 2022 to the fifteen months ended 31 March 2023 in order to align the year-end with that of other members of the sub-group.

PRINCIPAL ACTIVITY

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

DIVIDENDS

Interim dividends of £9,706,557 (2021: £200,000) were paid during the year; no final dividend is recommended.

DIRECTORS

The directors who have held office during the period from 1 January 2022 to the date of this report are as follows:

A B T Pope - resigned 20 January 2022

P R Smith - resigned 20 January 2022

D J Stalder - resigned 20 January 2022

K J G Hillen - appointed 20 January 2022

J S Godden - appointed 20 January 2022

Ms R K Murray - appointed 20 January 2022 - resigned 28 March 2023

Ms E C Gilvear - appointed 4 July 2022

S M P Adcock - appointed 8 February 2023

P G K Bachmann - appointed 20 January 2022 - resigned 11 July 2022

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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

Pursuant to Section 487(2) of the Companies Act 2006, the auditors will be deemed to be reappointed and Keelings Limited will therefore continue in office.

This report has been prepared in accordance with the provision of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

J S Godden - Director

21 December 2023

Opinion

We have audited the financial statements of Custodes Acqco Limited (the 'company') for the period ended 31 March 2023 which comprise the Income Statement, Other Comprehensive Income, 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:

-	give a true and fair view of the state of the company's affairs as at 31 March 2023 and of its loss for the period then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; 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; or

-	the directors were not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities 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:

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud and the detection of fraud.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

- obtained an understanding of the nature of the sector, including the legal and regulatory framework, in which the entity operates and how the entity is complying with the legal and regulatory framework;

- inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

- discussed matters concerning non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

As a result of these procedures we consider that the most significant laws and regulations which have a direct impact on the financial statements are compliance with Financial Reporting Framework FRS 102, Companies Act 2006, Corporation Tax Act 2010, General Data Protection Regulations and applicable Employment Legislation. In addition, we considered other laws and regulations which do not have a direct effect on the financial statements but compliance with which may be fundamental to the entity's ability to operate or to avoid a material penalty. The key laws and regulations that we considered in this context included the Health and Safety at Work etc Act 1974.

Our procedures to respond to risks identified included the following:

- reviewing financial statement disclosures;

- enquiring of management, the directors, and external legal; advisors concerning actual and potential litigation and claims;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate material misstatement due to fraud;

- testing the appropriateness of journal entries and assessing the assumptions reflected in accounting estimates for indications of potential bias;

- addressing the risk of fraud in revenue recognition by performing substantive testing on the revenue.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, 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, Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the further that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud, rather than error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation.

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.

Domenico Maurello (Senior Statutory Auditor)

for and on behalf of Keelings Limited

Statutory Auditors, Chartered Tax Advisers

and Chartered Certified Accountants

Broad House

1 The Broadway

Old Hatfield

Hertfordshire

AL9 5BG

22 December 2023

TURNOVER

-

-

Administrative expenses

10,471

2,130

OPERATING LOSS

3

(10,471

)

(2,130

)

Interest receivable and similar income

41,250

33,000

30,779

30,870

Amounts written off investments

4

104,216

310,537

LOSS BEFORE TAXATION

(73,437

)

(279,667

)

Tax on loss

5

-

-

LOSS FOR THE FINANCIAL PERIOD

(73,437

)

(279,667

)

LOSS FOR THE PERIOD

(73,437

)

(279,667

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

(73,437

)

(279,667

)

FIXED ASSETS

Investments

7

187,684

291,900

CURRENT ASSETS

Debtors

8

6,384,685

12,358,032

Cash at bank

1,301

9,255

6,385,986

12,367,287

NET CURRENT ASSETS

6,385,986

12,367,287

TOTAL ASSETS LESS CURRENT LIABILITIES

6,573,670

12,659,187

CREDITORS

Amounts falling due after more than one year

9

5,014,468

1,319,991

NET ASSETS

1,559,202

11,339,196

CAPITAL AND RESERVES

Called up share capital

10

2

2

Retained earnings

1,559,200

11,339,194

SHAREHOLDERS' FUNDS

1,559,202

11,339,196

The financial statements were approved by the Board of Directors and authorised for issue on 21 December 2023 and were signed on its behalf by:

J S Godden - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2021

2

11,818,861

11,818,863

Changes in equity

Dividends

-

(200,000

)

(200,000

)

Total comprehensive income

-

(279,667

)

(279,667

)

Balance at 31 December 2021

2

11,339,194

11,339,196

Changes in equity

Dividends

-

(9,706,557

)

(9,706,557

)

Total comprehensive income

-

(73,437

)

(73,437

)

Balance at 31 March 2023

2

1,559,200

1,559,202

1.	STATUTORY INFORMATION

Custodes Acqco 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

Accounting convention

Previously, the company's financial statements were prepared in accordance with section 1A of Financial Reporting Standard 102 ('FRS 102'), the Financial Reporting Standard applicable in the UK and the Republic of Ireland, and the Companies Act 2006. As the company is no longer eligible for section 1A of FRS 102, these financial statements have been prepared in accordance with the full FRS 102.

The financial statements are prepared in Pounds Sterling ('£'), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

Going concern

Based on current and projected performance, the directors have a reasonable expectation that the Company will continue to operate and meet its liabilities as they fall due for at least the twelve months following the date of approval of these accounts. Nonetheless, the company wholly-owning the group to which the Company belongs, GHC Topco Limited, has undertaken to provide the Company with any financial support it might need to meet its liabilities in this period. Consequently, these financial statements are again prepared on the going concern basis.

Related parties

For the purpose of these financial statements, a related party is as defined by FRS 102.

Reduced disclosure

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;

•

the requirement of paragraph 33.7.

Additionally, the company has taken advantage of the exemption provided by FRS 102 not to disclose transactions with group members.

Significant judgements and estimates

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies. These estimates and judgements are made in the light of historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstance. However, actual results may differ from those anticipated.

In the preparation of these financial statements, the principal area requiring significant judgement concerns whether the value of the company's investment in its wholly-owned subsidiaries is at least equal to its cost. In making this assessment, the directors have considered the underlying value and potential future returns from its wholly-owned subsidiaries.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Acquisition costs incurred are recognised as part of the initial cost of the investment.

Financial instruments

The entity has elected to apply the provisions of Section 11 'Basic Financial Instruments' of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the entity's balance sheet when the entity becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets are initially measured at transaction price, including transaction costs, and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Basic financial liabilities are initially measured at transaction price, including transaction costs, and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Equity

Equity comprises the following

- share capital, which represents the nominal value of equity shares; and

- profit and loss reserves, which represent retained profits; and

- the revaluation reserve, which represents the cumulative gains and losses arising on the revaluation of fixed assets.

An equity share is a contract that evidences a residual interest in the assets of the company after deducting all its liabilities. Equity shares issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity shares are recognised as liabilities once they are no longer at the discretion of the company.

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 or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the 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.

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

3.	OPERATING LOSS

The operating loss is stated after charging:

Period

1.1.22

to

Year Ended

31.3.23

31.12.21

£

£

Auditors remuneration

- audit services

2,400

-

Auditors remuneration

- non-audit services

2,400

-

In the prior period, the auditors' remuneration of £4,800 (audit services: £2,400 and non-audit services: £2,400) in respect of this company was paid by New Century Care Limited, a wholly-owned subsidiary of this company.

4.

AMOUNTS WRITTEN OFF INVESTMENTS

Period

1.1.22

to

Year Ended

31.3.23

31.12.21

£

£

Amounts written off

investments

104,216

310,537

In prior accounting periods, the company disposed of five subsidiaries but did not fully remove their carrying value from the accounts; the charge above corrects this.

5.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the period ended 31 March 2023 nor for the year ended 31 December 2021.

Reconciliation of total tax charge included in profit and loss

The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below:

Period

1.1.22

to

Year Ended

31.3.23

31.12.21

£

£

Loss before tax

(73,437

)

(279,667

)

Loss multiplied by the standard rate of corporation tax in the UK of 19% (2021 - 19%)

(13,953

)

(53,137

)

Effects of:

Expenses not deductible for tax purposes

20,935

59,399

Utilistion of management expenses

(6,982

)

(6,262

)

Total tax charge

-

-

6.

DIVIDENDS

Period

1.1.22

to

Year Ended

31.3.23

31.12.21

£

£

Ordinary shares of £1 each

Interim

9,706,557

200,000

The above dividend was paid before the company was acquired by GHC Bidco Limited.

7.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2022

291,900

Disposals

(104,216

)

At 31 March 2023

187,684

NET BOOK VALUE

At 31 March 2023

187,684

At 31 December 2021

291,900

The company's investments at the Balance Sheet date in the share capital of companies include the following:

New Century Care (Borough Green) Limited

Registered office: Minton Place, Victoria Street, Windsor, SL4 1EG

Nature of business: Care home operator

%

Class of shares:

holding

Ordinary

100.00

New Century Care (Caterham) Limited

Registered office: Minton Place, Victoria Street, Windsor, SL4 1EG

Nature of business: Care home operator

%

Class of shares:

holding

Ordinary

100.00

New Century Care (Colchester) Limited

Registered office: Minton Place, Victoria Street, Windsor, SL4 1EG

Nature of business: Care home operator

%

Class of shares:

holding

Ordinary

100.00

New Century Care (Finchley) Limited

Registered office: Minton Place, Victoria Street, Windsor, SL4 1EG

Nature of business: Care home operator

%

Class of shares:

holding

Ordinary

100.00

New Century Care (Southampton) Limited

Registered office: Minton Place, Victoria Street, Windsor, SL4 1EG

Nature of business: Care home operator

%

Class of shares:

holding

Ordinary

100.00

New Century Care Limited

Registered office: 5th Floor, 167-169 Great Portland Street, London, W1W 5PF

Nature of business: Administrative service company

%

Class of shares:

holding

Ordinary

100.00

Aaron House Limited

Registered office: Minton Place, Victoria Street, Windsor, SL4 1EG

Nature of business: Care home operator

%

Class of shares:

holding

Ordinary

100.00

New Century Finance and Leasing Limited

Registered office: 5th Floor, 167-169 Great Portland Street, London, W1W 5PF

Nature of business: Administrative service company

%

Class of shares:

holding

Ordinary

100.00

8.

DEBTORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2023

2021

£

£

Amounts owed by group undertakings

6,384,685

12,358,032

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2023

2021

£

£

Amounts owed to group undertakings

5,014,468

1,319,991

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2023

2021

value:

£

£

2

Ordinary

£1

2

2

11.	PARENT COMPANIES

The Company's immediate parent is GHC Bidco Limited ('Bidco'), incorporated in England and Wales. This company's registered office is at 5th Floor, 167-169 Great Portland Street, London W1W 5PF.

On 20 January 2022, Custodes Acqco Limited (along with all of its subsidiaries) was sold. Prior to the sale, the Company's ultimate controlling party was Healthcare Enterprise Partners LLP, a limited liability partnership incorporated in England and Wales with its registered office at Broad House, 1 The Broadway, Old Hatfield, Hertfordshire AL9 5BG. Following the sale, the three companies formerly between Custodes and the LLP were put into members' voluntary liquidation and the LLP was dissolved; neither the LLP nor any of the three intermediate companies produced any accounts for the period covered by these financial statements.

Custodes Acqco Limited was purchased by GHC Bidco Limited, a member of a sub-group of Gresham House plc. It is the most proximate parent of the Company preparing consolidated financial statements, copies of which are available from Companies House, Crown Way, Cardiff CF14 3UZ.

Since the purchase, Gresham House plc, incorporated in England and Wales, has been the Company's ultimate controlling party. Its registered office is at 5 New Street Square, London EC4A 3TW and its consolidated financial statements are available from Companies House, Crown Way, Cardiff CF14 3UZ.

12.	GUARANTEES SUPPORTED BY CHARGES OVER ASSETS

As stated in Note 11, the Company was acquired on 20 January 2022 by GHC Bidco Limited ('Bidco'), a member of a sub-group of Gresham House plc. To assist with this purchase, Bidco took on a bank loan of £12.5m that is guaranteed by the Company and all its subsidiaries). This guarantee is supported by a fixed and floating charge over the Company's assets.

Additionally, to assist further with this purchase, Bidco's immediate parent (GHC Midco Limited ('Midco')) raised £8.115m from within the Gresham House group by issuing loan notes for this amount. These loan notes are guaranteed by the Company, all its subsidiaries and Bidco. This guarantee is also supported by a fixed and floating charge over the Company's assets.

Accordingly, the total amount of debt belonging to Bidco and Midco that has been guaranteed by the Company is £20.615m.