PD Co Holdings (UK) Limited Company Accounts

PD CO HOLDINGS (UK) LIMITED - Company Information

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COMPANY REGISTRATION NUMBER: 08347300

PD Co Holdings (UK) Limited

Filleted Unaudited Financial Statements

For the year ended

30 June 2017

PD Co Holdings (UK) Limited

Financial Statements

Year ended 30 June 2017

Contents	Page

Statement of financial position	1

Notes to the financial statements	3

PD Co Holdings (UK) Limited

Statement of Financial Position

30 June 2017

	2017		2016
Note	£	£	£

Fixed assets

Investments	4		2,769,449	1,228,769

Current assets

Debtors	5	11,373,025	8,226,389
Cash at bank and in hand		8,858	9,664
		-------------	------------
		11,381,883	8,236,053

Creditors: amounts falling due within one year	6	13,215,406		9,100,976
		-------------		------------
Net current liabilities			1,833,523	864,923
			------------	------------
Total assets less current liabilities			935,926	363,846
			---------	---------
Net assets			935,926	363,846
			---------	---------

Capital and reserves

Called up share capital	1	1
Profit and loss account	935,925	363,845
	---------	---------
Shareholders funds	935,926	363,846
	---------	---------

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

In accordance with section 444 of the Companies Act 2006, the statement of comprehensive income and the directors' report has not been delivered.

For the year ending 30 June 2017 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

- The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476 ;

- The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of financial statements .

PD Co Holdings (UK) Limited

Statement of Financial Position (continued)

30 June 2017

These financial statements were approved by the board of directors and authorised for issue on 19 March 2018 , and are signed on behalf of the board by:

B R Stoikovich

Director

Company registration number: 08347300

PD Co Holdings (UK) Limited

Notes to the Financial Statements

Year ended 30 June 2017

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 3rd Floor Citygate, St. James Boulevard, Newcastle upon Tyne, Tyne and Wear, NE1 4JE.

2. Statement of compliance

These financial statements have been prepared in compliance with Section 1A of FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss. The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss. The financial statements are prepared in sterling.

Going concern

The company is reliant upon the continuing support of its ultimate parent company, which agrees to cover all inter group borrowings. On this basis the directors consider it appropriate to prepare the accounts on a going concern basis.

Transition to FRS 102

The entity transitioned from previous UK GAAP to FRS 102 as at 1 July 2015. Details of how FRS 102 has affected the reported financial position and financial performance is given in note 10.

Disclosure exemptions

The entity satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the disclosure exemptions available under paragraph 1.12 of FRS 102.

Consolidation

The company has taken advantage of the option not to prepare consolidated financial statements contained in Section 398 of the Companies Act 2006 on the basis that the company and its subsidiary undertakings comprise a small group.

Income tax

The accounting policy in respect of deferred tax has been changed to reflect the requirements of FRS 19. Deferred tax is provided on the liability method to take account of timing differences between the treatment of certain items for accounts purposes and their treatment for tax purposes. Deferred tax assets are recognised when it is more likely than not that they will be recovered. The company has not adopted a policy of discounting deferred tax assets and liabilities. Deferred tax is measured using rates of tax that have been enacted or substantively enacted by the balance sheet date.

Foreign currencies

Assets and liabilities in foreign currencies are translated into GB Pounds Sterling at the rates of exchange ruling at the reporting date. Transactions in foreign currencies are translated into GB Pounds Sterling at the rate of exchange ruling at the date of the transaction, with any gains or losses being taken to the profit and loss account. The functional currency is Australian Dollar, the presentation currency is GB Pounds Sterling. Assets and liabilities are translated into the presentation currency at the rates of exchange ruling at the reporting date and an average rate for the year is used to translate the profit and loss account into GB Pounds Sterling at the reporting date.

Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Investments in associates

Investments in associates accounted for in accordance with the cost model are recorded at cost less any accumulated impairment losses. Dividends and other distributions received from the investment are recognised as income without regard to whether the distributions are from accumulated profits of the associate arising before or after the date of acquisition.

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

Financial instruments

Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either 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. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics.

4. Investments

	Shares in group undertakings	Other investments other than loans	Total
	£	£	£
Cost
At 1 July 2016	1,228,693	76	1,228,769
Additions	1,540,680	–	1,540,680
	------------	----	------------
At 30 June 2017	2,769,373	76	2,769,449
	------------	----	------------
Impairment
At 1 July 2016 and 30 June 2017	–	–	–
	------------	----	------------

Carrying amount
At 30 June 2017	2,769,373	76	2,769,449
	------------	----	------------
At 30 June 2016	1,228,693	76	1,228,769
	------------	----	------------

5. Debtors

	2017	2016
	£	£
Amounts owed by group undertakings and undertakings in which the company has a participating interest	11,216,350	8,151,350
Other debtors	156,675	75,039
	-------------	------------
	11,373,025	8,226,389
	-------------	------------

6. Creditors: amounts falling due within one year

	2017	2016
	£	£
Amounts owed to group undertakings and undertakings in which the company has a participating interest	12,159,538	9,099,476
Other creditors	1,055,868	1,500
	-------------	------------
	13,215,406	9,100,976
	-------------	------------

The Company acquired 100% of the shares of Karbonia for upfront cash consideration of €500,000 (£448,404) and by agreeing to pay a contingent cash consideration component of €1,500,000 upon certain project specific milestones being achieved, including approval of an amendment of the Debiensko mining concession to extend the start date of commencement of mining operations beyond 2018, and therefore facilitating Prairie’s forward work program aimed at defining a “bankable” project at Debiensko according to international standards. As at the acquisition date, the fair value of the contingent consideration was estimated to be €1,200,000 (£1,092,275) based on the probability of meeting the project milestones and being granted approval to amend the Debiensko mining concession. As at the reporting date, and due to fluctuations in the foreign exchange rates between the Euro and Sterling, the carrying value of the contingent consideration was estimated to be £1,054,318, with movements recognised on the statement of comprehensive income.

7. Financial instruments at fair value

	2017	2016
	£	£

Financial liabilities measured at fair value through profit or loss

Financial liabilities measured at fair value through profit or loss	1,054,318	–
	------------	----

8. Related party transactions

During the year £3,060,062 (2016 - £1,731,574) was loaned by PDZ (UK) Limited (a wholly owned parent Registered in England and Wales). The balance due by the company at the year end was £12,159,538 (2016 - £9,099,476). During the year £2,323,961 (2016 - £2,657,976) was loaned to PD Co s.p. z.o.o. (a 67% owned subsidiary Registered in Poland). The balance due to the company at the year end was £10,475,311 (2015 - £8,151,350). During the year £741,039 was loaned to Karbonia SA (a 100% owned subsidiary registered in Poland). The balance due to the company at the year end was £741,039. These transactions were undertaken in commercial terms and conditions except that there is no fixed repayment of the loans, and currently no interest is payable on the loans.

9. Controlling party

PDZ (UK) Limited is the parent company, a company incorporated in England and Wales. Prairie Mining Limited is considered to be the ultimate controlling party, a company incorporated in Australia.

10. Transition to FRS 102

These are the first financial statements that comply with FRS 102. The company transitioned to FRS 102 on 1 July 2015.

No transitional adjustments were required in equity or profit or loss for the year.