REGISTERED NUMBER:
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DIRECTORS' REPORT AND |
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FINANCIAL STATEMENTS |
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FOR THE YEAR ENDED 31 DECEMBER 2020 |
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VICTORIA SQUARE WOKING LIMITED |
REGISTERED NUMBER:
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DIRECTORS' REPORT AND |
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FINANCIAL STATEMENTS |
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FOR THE YEAR ENDED 31 DECEMBER 2020 |
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FOR |
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VICTORIA SQUARE WOKING LIMITED |
VICTORIA SQUARE WOKING LIMITED (REGISTERED NUMBER: 08005542) |
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CONTENTS OF THE FINANCIAL STATEMENTS |
for the Year Ended 31 December 2020 |
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Company Information | 1 |
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Directors' Report | 2 |
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Balance Sheet | 4 |
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Notes to the Financial Statements | 5 |
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VICTORIA SQUARE WOKING LIMITED |
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COMPANY INFORMATION |
for the Year Ended 31 December 2020 |
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DIRECTORS: |
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SECRETARY: |
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REGISTERED OFFICE: |
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REGISTERED NUMBER: |
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AUDITOR: |
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Statutory Auditor and |
Chartered Accountants |
Sundial House |
High Street |
Horsell |
Woking |
Surrey |
GU21 4SU |
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SOLICITORS: |
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1 Rutland Court |
Edinburgh |
EH3 8EY |
VICTORIA SQUARE WOKING LIMITED (REGISTERED NUMBER: 08005542) |
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DIRECTORS' REPORT |
for the Year Ended 31 December 2020 |
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The directors present their report with the financial statements of the company for the year ended 31 December 2020. |
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PRINCIPAL ACTIVITY |
The principal activity of the company in the year under review was that of an ongoing redevelopment project, known as Victoria Square, on land to the west side of the existing Peacocks Centre and Wolsey Place Shopping Centre in Woking of which the construction and relocation of the Woking open street market to a new purpose built site has previously been completed. |
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REVIEW OF BUSINESS |
The company is a joint venture between Moyallen Holdings Limited, the ultimate owner of the leasehold interest in the Peacocks Centre, and Woking Borough Council, the freeholder of both Peacocks Centre and Wolsey Place. These organisations have come together as Victoria Square Woking Limited to deliver Victoria Square. |
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The Victoria Square development site will, in accordance with planning consent, consist of the the existing fire station site, Globe House site, and the former Post Office site, the reconfiguration of a number of existing retail units and the former Woking market site on which new buildings are being constructed to provide 11,600sqm of new retail floor space, a Hilton Hotel with 189 bedrooms with conference centre, sky bar and restaurant, 429 residential apartments, a medical facility, district cooling centre, new car parks, new covered civic space, public toilets and improvements to the surrounding road junctions. |
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EVENTS SINCE THE END OF THE YEAR |
Information relating to events since the end of the year is given in the notes to the financial statements. |
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DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2020 to the date of this report. |
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Other changes in directors holding office are as follows: |
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STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITOR |
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 auditor is 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 auditor is aware of that information. |
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AUDITOR |
The auditors, Hamlyns Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
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This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
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ON BEHALF OF THE BOARD: |
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VICTORIA SQUARE WOKING LIMITED (REGISTERED NUMBER: 08005542) |
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STATEMENT OF DIRECTORS' RESPONSIBILITIES |
for the Year Ended 31 December 2020 |
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The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations. |
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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: |
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- | 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. |
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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. |
VICTORIA SQUARE WOKING LIMITED (REGISTERED NUMBER: 08005542) |
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BALANCE SHEET |
31 December 2020 |
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2020 | 2019 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 4 |
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Investments | 5 |
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Investment property | 6 |
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CURRENT ASSETS |
Stocks |
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Debtors | 7 |
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Cash at bank |
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CREDITORS |
Amounts falling due within one year | 8 |
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NET CURRENT (LIABILITIES)/ASSETS | ( |
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TOTAL ASSETS LESS CURRENT LIABILITIES |
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CREDITORS |
Amounts falling due after more than one year | 9 |
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NET LIABILITIES |
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CAPITAL AND RESERVES |
Called up share capital |
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Retained earnings |
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SHAREHOLDERS' FUNDS |
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In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered. |
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The financial statements were approved by the Board of Directors and authorised for issue on
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VICTORIA SQUARE WOKING LIMITED (REGISTERED NUMBER: 08005542) |
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NOTES TO THE FINANCIAL STATEMENTS |
for the Year Ended 31 December 2020 |
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1. | STATEMENT OF COMPLIANCE |
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2. | ACCOUNTING POLICIES |
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Basis of preparing the financial statements |
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The presentation currency of these financial statements is sterling. |
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Revenue recognition |
The company is undertaking the redevelopment of a major site in Woking and to date has constructed a new open street covered market and infrastructure works. |
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Development revenue |
Development revenue comprises of the sale of freehold property, the grant of long leases, and the provision of services related to infrastructure works, stated net of value added tax. Revenue is recognised when the sales contract or grant of the lease becomes unconditional. |
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Short term leases |
Assets held on long leases are let on a short term basis. Rents and service charges are recognised on a straight line basis over the term of the lease. |
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Rents and service charges in respect of assets held as investment properties are also recognised over the term on the leases not exceeding 25 years, on a straight line basis. |
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Tangible fixed assets |
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Long leasehold | - |
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Plant and machinery | - |
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Fixtures and fittings | - |
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Investments in subsidiaries |
Investments in subsidiary undertakings are recognised at cost. |
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Investment property |
Investment properties are held at open market value which is reviewed by the directors annually. Changes in market value are recognised in the profit and loss account. |
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In September 2021 the the directors decided to transfer the developments out of trading stock into investment properties and will be leased by the company on short term leases of 25 years. |
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No professional valuation has been carried out and the investment properties, some of which remain under construction have been transferred from trading stock at historic cost. |
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The directors are of the opinion that there has been no increase in value of the investment properties while construction continues. |
VICTORIA SQUARE WOKING LIMITED (REGISTERED NUMBER: 08005542) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2020 |
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2. | ACCOUNTING POLICIES - continued |
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Stocks and work in progress |
Work in progress comprises of the purchase cost of freehold land and buildings that will be redeveloped as the new Victoria Square development of shops, a hotel and residential apartments, together with the costs incurred in the acquisition of those sites, their redevelopment costs incurred during the accounting period and the capitalisation of applicable overhead expenditure and finance costs less any surplus or deficit of rents received which were receivable before the reconstruction commenced. |
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Work in progress is stated at the lower of cost or net realisable value after making provision for any permanent diminution of value net of VAT. The directors carry out an impairment review annually to ascertain whether a provision is required. |
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Work in progress has been transferred to investment properties following the commencement of the issue of short term leases in September 2021 and the decision to hold the assets as investment properties rather than for resale. |
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Taxation |
Taxation for the year 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. |
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Current or deferred taxation assets and liabilities are not discounted. |
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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. |
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Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
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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 year end and that are expected to apply to the reversal of the timing difference. |
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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. |
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Financial instruments |
Basic financial instruments are recognised at amortised cost. |
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The directors consider that loans to and from group and participating undertakings are basic financial instruments and are not included at fair value. The company has no non-basic financial instruments. |
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Going concern |
The company meets its day to day working capital requirements through the continuing support of its lender Woking Borough Council. After reviewing the company's forecasts and projections and in consultation with its lender, 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. |
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Subsequent to the end of the year under review, the rapid spread of the COVID-19 virus has clear consequences for both the UK and global economy. The company has experienced the effect of this and has made adjustments to working practices in order to keep employees safe. |
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The directors continue to monitor the impact of the consequences of the virus on the business. It is too early to conclude the full impact of the pandemic but at the time of approving the financial statements the directors do not consider COVID-19 to impact the Company's ability to continue and are satisfied that it is appropriate to prepare the financial statements on a going concern basis. |
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Judgements and key sources of estimation uncertainty |
The directors have made key assumptions regarding the carrying value of investment properties. The directors have considered the carrying value and have judged that the carrying value should remain at historic cost taking into account the effect of the Covid 19 pandemic on the residential housing and retail property markets over the course of 2020 and 2021. |
VICTORIA SQUARE WOKING LIMITED (REGISTERED NUMBER: 08005542) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2020 |
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3. | EMPLOYEES AND DIRECTORS |
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The average number of employees during the year was NIL (2019 - NIL). |
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4. | TANGIBLE FIXED ASSETS |
Fixtures |
Long | Plant and | and |
leasehold | machinery | fittings | Totals |
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COST |
At 1 January 2020 |
and 31 December 2020 |
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DEPRECIATION |
At 1 January 2020 |
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Charge for year |
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At 31 December 2020 |
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NET BOOK VALUE |
At 31 December 2020 |
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At 31 December 2019 |
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5. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
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COST |
At 1 January 2020 |
and 31 December 2020 |
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NET BOOK VALUE |
At 31 December 2020 |
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At 31 December 2019 |
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The company's investments at the Balance Sheet date in the share capital of companies include the following: |
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Registered office: 5 Olympus Court, Olympus Avenue, Tachbrook Park, Leamington Spa, Warwickshire, CV34 6RZ. |
Nature of business:
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Class of shares: | holding |
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2020 | 2019 |
£ | £ |
Aggregate capital and reserves |
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VICTORIA SQUARE WOKING LIMITED (REGISTERED NUMBER: 08005542) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2020 |
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5. | FIXED ASSET INVESTMENTS - continued |
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Registered office: 5 Olympus Court, Olympus Avenue, Tachbrook Park, Leamington Spa, Warwickshire, CV34 6RZ. |
Nature of business:
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Class of shares: | holding |
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2020 | 2019 |
£ | £ |
Aggregate capital and reserves |
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6. | INVESTMENT PROPERTY |
Total |
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FAIR VALUE |
Transfer to ownership |
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At 31 December 2020 |
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NET BOOK VALUE |
At 31 December 2020 |
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7. | DEBTORS |
2020 | 2019 |
£ | £ |
Amounts falling due within one year: |
Trade debtors |
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Amounts owed by group undertakings |
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Amounts owed by participating interests | 103,365 | 107,124 |
Other debtors |
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Amounts falling due after more than one year: |
Other debtors |
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Aggregate amounts |
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8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2020 | 2019 |
£ | £ |
Trade creditors |
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Amounts owed to group undertakings |
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Amounts owed to participating interests | 7,689,464 | 4,730,455 |
Other creditors |
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VICTORIA SQUARE WOKING LIMITED (REGISTERED NUMBER: 08005542) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2020 |
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9. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2020 | 2019 |
£ | £ |
Amounts owed to participating interests | 491,267,869 | 303,776,453 |
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10. | SECURED DEBTS |
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The following secured debts are included within creditors: |
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2020 | 2019 |
£ | £ |
Woking Borough Council loan | 495,349,222 | 307,169,913 |
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The company has a revolving facility agreement with Woking Borough Council to provide development loan finance with a limit of £555 million, increased to £700 million on 30 March 2021. |
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The loan facility is securred on freehold properties that are included in investment properties (2019 - stock) at cost plus development costs incurred at the balance sheet date at an amount of £480,803,256 (2019 - £306,738,755). During the year interest of £9,353,761 (2019 - £5,824,172) was capitalised and included in stock. |
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Interest on the various loans is calculated on Public Works Loan Board rates. |
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11. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
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The Auditor's Report was unqualified. |
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for and on behalf of
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12. | CAPITAL COMMITMENTS |
2020 | 2019 |
£ | £ |
Contracted but not provided for in the |
financial statements |
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Included in debtors, amounts falling due after more than one year (note 9) is a loan of £340,000 advanced to Italia Conti in order to provide financial assistance for their fit out costs. |
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This is part of a loan arrangement capped at £2,500,000 to be advanced between 1 December 2020 and 1 May 2021. Interest is charged at a fixed rate of 4.5% paid quarterly. The loan is repayable on 1 January 2037. |
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The acquisition of further freehold land was committed to be purchased at the year end from Woking Borough Council at a cost of £770,241. The purchase was competed in March 2021. |
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13. | RELATED PARTY DISCLOSURES |
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During the year the company paid a group company, Moyallen Developments Limited, development manager fees totalling £1,680,000 (2019 - £1,440,000). |
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14. | POST BALANCE SHEET EVENTS |
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On 30 March 2021 the company purchased leasehold property from the Peacock Centre for £6,744,308. The transaction was concluded on an arms length basis. |
VICTORIA SQUARE WOKING LIMITED (REGISTERED NUMBER: 08005542) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2020 |
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15. | ULTIMATE CONTROLLING PARTY |
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Moyallen Holdings Limited (incorporated in Northern Ireland) is regarded by the directors as being the company's ultimate parent company. |
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Moyallen Holdings Limited prepares group accounts and their registered office is Unit 4 Granville Industrial Estate, Dungannon, County Tyrone, BT70 1NJ. |