OP UK Bidco Limited
Annual report and financial statements
Registered number 10629110
Year ended 31 December 2018
OP UK Bidco Limited Annual report and financial statements Year ended 31 December 2018
Contents
Company Information 1
Strategic report 2
Directors report 3
Statement of directors' responsibilities in respect of the annual report and the financial statements 4
Independent auditor's report to the members of OP UK Bidco Limited 5
Profit and Loss Account and Other Comprehensive Income 7
Company Balance Sheet 8
Company Statement of Changes in Equity 9
Notes 10
OP UK Bidco Limited Annual report and financial statements Year ended 31 December 2018
Company information
Directors
S Cooper
M Fries
D Milller
AC Priest
A Smith
Company number
10629110
Registered office
9 Stock Road Southend-on-Sea Essex
SS2 5QF
KPMGLLP
Auditor
Botanic House 100 Hills Road Cambridge CB21AR
9 Stock Road Southend-on-Sea Essex
Business address
SS2 5QF
Bankers
National Westminster Bank Plc
Corporate Banking & Financial Markets PO Box 138
4th Floor, High Street
Southend-on-Sea Essex
SSl lBS
OP UK Bidco Limited Annual report and financial statements Year ended 31 December 2018
Strategic report
The directors present the strategic report for the year ended 31 December 2018.
Fair review of the business
The principal activity of the company continued to be that of an investment company and employs senior management to provide management services to the group.
The company was incorporated on 20 February 2017 and as such the prior year presented is for the period 20 February 2017 to 31 December 2017.
Significant risks faced by the business
The key business risks and uncertainties affecting the group are considered to relate to competition from other design and print businesses and general price erosion in the market.
The directors effectively manage these risks by monitoring our competitors actions and the prices charged within the market and respond accordingly.
The Impact of Brexit on the business
With all of the company's investments based within the UK the directors expect there to be no significant risk to the business related to Britain exiting the European Union.
Key performance indicators
The key performance indicators of the group can be obtained from the financial statements of the groups trading company, AGA Print Limited.
By order of the board
,,_
S Cooper Managing Director 21 June 2019
2
OP UK Bidco Limited Annual report and financial statements Year ended 31 December 2018
Directors' report
The directors present their annual report and financial statements for the period ended 31 December 2018.
Directors
The directors who held office during the year were as follows:
(Resigned 8 January 2019)
AC Priest A Smith D Muller M Fries
(Resigned 8 January 2019)
(Appointed 14 December 2018)
(Appointed 14 December 2018)
The directors who were appointed since the year end were as follows:
S Cooper
(Appointed 5th February 2019)
Disclosure of information to auditor
The directors who held office at the date of approval of this directors' report confirm that, so far as they are each aware, there is no relevant audit information of which the company's auditor is unaware; and each director has taken all the steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.
Auditor
KPMG LLP were appointed as auditor on 29th January 2018
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies' exemption.
Pursuant to Section 487 of the Companies Act 2006, the auditor will be deemed to be reappointed and KPMG LLP will therefore continue in office.
By order of the board
S Cooper
Managing Director
21 June 2019
9 Stock Road Southend-on-Sea
Essex SS2 5QF
3
OP UK Bidco Limited Annual report and financial statements Year ended 31 December 2018
Statement of directors' responsibilities in respect of the annual report and the financial statements
The directors are responsible for preparing the Strategic Report, the Directors' Report and the fmancial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare fmancial statements for each fmancial year. Under that law they have elected to prepare the financial statements in accordance with UK accounting standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland.
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 estimates that are reasonable and prudent;
•
state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the fmancial statements;
•
assess the company's ability to continue as a going concern, disclosing, as applicable, matters related to going
concern;and
•
use the going concern basis of accounting unless they either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
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 fmancial position of the company and enable them to ensure that the fmancial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation offmancial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities.
4
Independent auditor's report to the members of OP UK Bidco Limited
Opinion
We have audited the financial statements of OP UK Bidco Limited ("the company") for the year ended 31 December, 2018 which comprise the Profit and Loss Account and other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and related notes, including the accounting policies in note 1.
In our opinion the financial statements:
•
give a true and fair view of the state of the company's affairs as at 31 December 2018 and of its profit for the year then ended;
•
have been properly prepared in accordance with UK accounting standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland; 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 are described below. We have fulfilled our ethical responsibilities under, and are independent of the company in accordance with, UK ethical requirements including the FRC Ethical Standard. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.
The impact of uncertainties due to Britain exiting the European Union on our audit
Uncertainties related to the effects of Brexit are relevant to understanding our audit of the financial statements. All audits assess and challenge the reasonableness of estimates made by the directors, such as recoverability of investments, foreign exchange exposure, and related disclosures and the appropriateness of the going concern basis of preparation of the financial statements. All of these depend on assessments of the future economic environment and the company's future prospects and performance.
Brexit is one of the most significant economic events for the UK, and at the date of this report its effects are subject to unprecedented levels of uncertainty of outcomes, with the full range of possible effects unknown. We applied a standardised firm-wide approach in response to that uncertainty when assessing the company's future prospects and performance. However, no audit should be expected to predict the unknowable factors or all possible future implications for a company and this is particularly the case in relation to Brexit.
Going concern
The directors have prepared the fmancial statements on the going concern basis as they do not intend to liquidate the company or to cease its operations, iµid as they have concluded that the company's financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over its ability to continue as a going concern for at least a year from the date of approval of the fmancial statements ("the going concern period").
We are required to report to you if we have concluded that the use of the going concern basis of accounting is inappropriate or there is an undisclosed material uncertainty that may cast significant doubt over the use of that basis for a period of at least a year from the date of approval of the fmancial statements. In our evaluation of the directors' conclusions, we considered the inherent risks to the company's business model, including the impact of Brexit, and analysed how those risks might affect the company's fmancial resources or ability to continue operations over the going concern period. We have nothing to report in these respects.
However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the absence of reference to a material uncertainty in this auditor's report is not a guarantee that the company will continue in operation.
Strategic report and directors' report
The directors are responsible for the strategic report and the directors' report. Our opinion on the financial statements does not cover those reports and we do not express an audit opinion thereon.
Our responsibility is to read the strategic report and the directors' report and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work:
•
we have not identified material misstatements in the strategic report and the directors' report;
5
•
we have not identified material misstatement in the Strategic report and the directors' report;
•
in our opinion the information given in those reports for the financial year is consistent with the financial
statements; and
•
in our opinion those reports have been prepared in accordance with the Companies Act 2006.
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required 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.
We have nothing report to these respects.
Directors' responsibilities
As explained more fully in their statement set out on page 5, the directors are responsible for: the preparation of the financial statements end for being satisfied that they give a true and fair view; such as internal control as they determine Is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the companies ability to continue as a going concern. disclosing, as applicable matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the company or to cease operations, or have no realistic alterative but 10 do so.
Auditor's responsibilities
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement wbether due to fraud or error, and to issue our opinion in an auditor's report. Reasonable assurance is a high level of assurance. but does not guarantee that an audit conducted in accordance with lSAs (UK) will always de1eet a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if; individually or in aggregate. they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC's website at
www.fre.org.uklaudiotrsrcsponsibilitles.
The purpose of our audit work and to whom we owe our responsibilities
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 an auditor's report 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 member, as a body for our audit work. for this report, or for the opinions we have formed.
Stephanie Beavis (Senior Statutory Auditor)
ror and on behalfof KPMG LLP, Statutory Auditor
Chartered Accountant
KPMGLLP
Botanic House 100 Hills Road CB2 IAR
26 June 2019
6
OP UK Bidco Limited Annual report and financial statements Year ended 31 December 2018
Profit and Loss Account and Other Comprehensive
Income
for the period ended 31 December 2018
Year ended
Period ended
Note
31 Dec 2018
31 Dec 2017
£
2
762,861
519,177
Turnover
(679,410)
(425,063)
Cost of sales
Gross profit
83,450
94,114
1,100,000
1,300,000
Dividend Income
(47,868)
(1,451,718)
Administrative expenses
Operating profit
1,135,583
(57,604)
3,076
Interest receivable and similar income
5
(1,548,741)
(1,051,627)
Interest payable and similar expenses
6
(158,260)
(524,228)
Foreign exchange losses on financial instruments
(571,418)
(1,630,383)
Loss before taxation
7
6,568
72,105
Taxation
Loss after taxation
(564,850)
(1,558,278)
Other comprehensive income
Total comprehensive income for the financial year
(564,850)
(1,558,278)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
7
OP UK Bidco Limited Annual report and financial statements Year ended 31 December 2018
Balance Sheet
at 31 December 2018
Note
31 Dec 2018
31 Dec2017
£
£
£
£
Fixed assets
8
40,981,790
40,963,790
Investments
Current assets
9
2,290,673
1,757,526
Debtors
5,301
57,751
Cash at bank and in hand
2,295,975
1,815,277
10
(2,235,685)
(967,882)
Creditors: amounts falling due within one year
Net current assets
60,290
847,395
Total assets less current liabilities
41,042,080
41,811,185
Creditors: Amounts falling due after more
11
(33,165,109)
(33,369,363)
than one year
7,876,972
8,441,822
Capital and reserves
14
101
101
Called up share capital
Share premium account
9,999,999
9,999,999
(2,123,128)
(1,558,278)
Profit and loss account
7,876,972
Shareholders' funds
8,441,822
These financial statements, along with the notes, which make up part of the financial statements, were approved by the board of directors on 21st June 2019 and were signed on its behalf by:
S Cooper
Managing Director
Company registered number: 10629110
8
OP UK Bidco Limited Annual report and financial statements Year ended 31 December 2018
Statement of Changes in Equity
Called up share capital
Profit and loss account
Share Premium
Total equity
£
£
£
£
Total comprehensive income for the period
Loss for the period
(1,558,278)
(1,558,278)
Issue of shares
101
9,999,999
10,000,100
Total comprehensive income for the year
101
9,999,999
(1,558,278)
8,441,822
Transactions with owners, recorded directly
in equity
Dividends
Total contributions by and distributions to owners
101
9,999,999
(1,558,278)
8,441,822
Balance at 31 December 2018
Called up
Share
Profit and
Total equity
share capital
Premium
loss account
£
£
£
£
101
9,999,999
10,000,100
Balance at 20 Feb 2017
Total comprehensive income for the period
(1,558,278)
(1,558,278)
Profit or loss
Total comprehensive income for the period
101
9,999,999
(1,558,278)
8,441,822
Balance at 31 December 2017
101
9,999,999
(1,558,278)
8,441,822
Balance at 1 Jan 2018
101
9,999,999
(1,558,278)
8,441,822
Total comprehensive income for the period
(564,850)
(564,850)
Profit or loss
Total comprehensive income for the period
101
9,999,999
(2,123,128)
7,876,972
Balance at 31 December 2018
101
101
(2,123,128)
7,876,972
9
OP UK Bidco Limited Annual report and financial statements Year ended 31 December 2018
Notes
(forming part of the financial statements)
1
Accounting Policies
OP UK Limited (the "Company") is a private company incorporated, domiciled and registered in England in the UK. The registered number is 10629110 and the registered address is 9 Stock Road, Southend-on-Sea, Essex SS2 5QF.
These financial statements have been prepared in accordance with FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" ("FRS 102") and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies' regime. The disclosure requirements ofFRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The Company is exempt by virtue of s400 of the Companies Act 2006 from the requirement to prepare group financial statements. These financial statements present information about the Company as an individual undertaking and not about its group. The company's ultimate parent undertaking, Online Printers Holdings GmbH, accompany incorporated in Germany, includes the company in its consolidated financial statements. Copies of its group financial statements are available from Online Printers Holdings GmbH, Rudolf-Diesel-Str. 10, 91413 Neustadt a. d.
The financial statements are prepared in 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.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated fmancial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, fmancial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
•
Section 4 'Statement of Financial Position' - Reconciliation of the opening and closing number of shares;
•
Section 7 'Statement of Cash Flows' - Presentation of a statement of cash flow and related notes and disclosures;
•
Section 33 'Related Party Disclosures' - Disclosure ofrelated party transactions;
•
Section 33.6 'Key Management Personnel' - Key management personnel compensation.
1.1
Going concern
The Company generated a loss of £571,418 for the period and has net assets of £7,870,404 at 31 December 2018.
Notwithstanding the above, the company's forecasts and projections, taking account ofreasonable possible changes in trading performance, show that the company will be able to operate within the level of its current facilities.
The ultimate parent of the UK Group, Online Printers AcquiCo GmbH, have provided a letter of support which confirms their ability and intention to support the wider UK group, should the need arise, for a period of no less than 12 months from the date of approval of these accounts. As with any company placing reliance upon another entity for fmancial support the Directors acknowledge that there can be no certainty that this support will continue.
Based on this, 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 fmancial statements
1.2
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of services is recognised in the month it is incurred, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
10
OP UK Bidco Limited Annual report and financial statements Year ended 31 December 2018
Notes (continued)
1
Accounting policies (continued)
1.3
Fixed Asset investments
Equity investments are measured at fair value through profit and loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the financial statements, investment in subsidiaries, associated and jointly controlled entities are initially measured at cost and subsequently measure at cost less any accumulated impairment losses.
1.4
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.5
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.6
Financial instruments
The group has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' ofFRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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.
11
OP UK Bidco Limited Annual report and financial statements Year ended 31 December 2018
1
Accounting policies (continued)
I. 7
Financial
instruments
(continued) Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, 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.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Trade debtors, loans and other debtors that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and debtors'. Loans and debtors are measured at amortised cost using the effective interest method, less any impairment.
Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the fmancial asset, the estimated future cash :flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash :flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash :flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
12
OP UK Bidco Limited Annual report and financial statements Year ended 31 December 2018
1
Accounting policies (continued)
Financial instruments (continued) Basic financial liabilities
1.7
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a fmancing transaction, where the debt instrument 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.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
1.8
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
13
OP UK Bidco Limited Annual report and financial statements Year ended 31 December 2018
Notes (continued)
2
Turnover and other revenue
An analysis of the company's turnover is as follows:
Year ended 31 Dec 2018
Period ended 31 Dec2017
£
£
Group management services
762,861
519,177
762,861
519,177
All Revenue is generated in the United Kingdom
3
Directors remuneration
Year ended 31 Dec 2018
Period ended 31 Dec2017
£
£
Directors' remuneration
295,647
208,285
295,647
208,285
The directors are remunerated for services provided to the group which is allocated appropriately across the group.
The highest paid director received remuneration of £130,000. The value of the company's contributions to a defined contribution scheme in respect of the highest paid director amounted to £nil.
4
Interest receivable and similar income
Period ended 31 Dec 2017
Year ended 31 Dec 2018
£
£
3,076
Bank interest received
5
Interest payable and similar expenses
Period ended 31 Dec 2017
Year ended 31 Dec 2018
Interest on financial liabilities measured at amortised cost:
£
£
On bank overdrafts and loans
823,520
532,239
On shareholder loan
725,200
519,388
Other interest expense
21
1,548,741
1,051,627
14
OP UK Bidco Limited Annual report and financial statements Year ended 31 December 2018
Notes (continued)
6
Foreign exchange losses on financial instruments
Year ended 31 Dec2018
Period ended 31 Dec2017
£
£
FX loss on translation of Euro denominated loan
158,260
524,228
158,260
524,228
7
Taxation
Total tax expense recognised in the profit and loss account, other comprehensive income and equity
Year ended
Period ended
31 Dec2018
31 Dec2017
£
£
Current tax
Current tax on income for the period
Total current tax
Deferred tax (see note 13)
Origination and reversal of timing differences
(6,568)
(72,105)
Total deferred tax
(72,105)
(6,568)
Total tax
(6,568)
(72,105)
Reconciliation of effective tax rate
Year ended
Period ended
31 Dec2018
31 Dec2017
£
£
(564,850)
(1,558,278)
Loss for the year
Total tax credit
6,568
72,105
(571,418)
(1,630,383)
Loss excluding taxation
(108,569)
(309,773)
Tax using the UK corporation tax rate of 19%
Origination of timing differences
6,568
72,105
Disallowable expenses
272,381
Tax exempt revenues
(209,000)
(247,000)
Tax effect of expenses that are not deductible in determining taxable profits
317,569
284,392
6,568
72,105
Total tax expense included in profit or loss
15
OP UK Bidco Limited Annual report and financial statements Year ended 31 December 2018
Notes (continued)
8
Investments in Subsidiaries
Shares in group undertakings
£
Cost or valuation
At 31 December 2018
40,981,790
Carrying amount
At 31 December 2018
40,981,790
The company's subsidiaries are as follows:
Country of incorporation
Interest
Nature of business
Name
Holding company
100% ordinarv shares
ASAP Print Limited
UK
AGA Print Limited
100% ordinarv shares
UK
Printing company
I 00% ordinarv shares
UK
Lessor of Equipment
A C Priest Limited
I 00% ordinarv shares
UK
Investment of Properties
Solooress Limited
The registered address of all above subsidiaries is 9 Stock road, Southend-on-Sea, Essex SS2 5QF.
9
Debtors
31 Dec 2018
31 Dec 2017
£
£
2,208,018
1,607,166
Amounts due from group undertakings
3,982
78,255
Trade debtors
Deferred tax (see note 13)
78,673
72,105
2,290,673
1,757,526
10
Creditors: amounts falling due within one year
31 Dec 2018
31 Dec2017
£
£
7,034
Trade creditors
286,069
268,069
Directors Loan account
895,466
662,971
Accruals
47,609
29,808
Other creditors
1,006,541
Amounts due to group undertakings
2,235,685
967,882
16
OP UK Bidco Limited Annual report and financial statements Year ended 31 December 2018
Notes (continued)
11
Creditors: amounts falling after more than one year
31 Dec 2018
31 Dec 2017
Amounts falling due after more than one years
£
£
18,621,745
18,463,484
Bank loans
Shareholder loan
14,543,363
14,905,879
33,165,108
33,369,363
12
Interest-Bearing Loans and Borrowings
This note provides information about the contractual terms of the company's interest-bearing loans and borrowings, which are measured at amortised cost.
Creditors falling due after more than one year
31 Dec 2018
31 Dec 2017
£
£
18,621,745
Bank loans
18,463,484
Shareholder loan
14,543,363
14,905,879
33,165,108
33,369,363
Term and debt repayment schedule
31 December
Group
Currency
Nominal interest rate
Year of Maturity
Principle repayment schedule
2018
£
11,045,987
Bank Loan
GBP
LIBOR + 4.35%
7 October 2023
On maturity
7,575,758
Bank Loan
EUR
EUR1BOR+4%
7 October 2023
On maturity
14,543,363
Shareholder Loan
GBP
5%
2May2027
On maturity
17
OP UK Bidco Limited Annual report and financial statements Year ended 31 December 2018
Notes (continued)
13
Deferred tax asset
Deferred tax assets are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for fmancial reporting purposes:
Asset
Asset
31 Dec2018
31 Dec2017
£
£
78,673
72,105
Origination and reversal of timing differences
78,673
72,105
Movement in the period:
£
£
72,105
Asset at beginning of period
Credit to profit and loss
6,568
72,105
78,673
72,105
Asset at end of period
The deferred tax liability set out above is expected to reverse within and relates to accelerated capital allowances that are expected to mature within the same period.
14
Capital and reserves Share capital
8
31 Dec2018
Issued and fully paid
£
101 ordinary shares of£1 each
101
The company has 101 ordinary shares which carry one vote and no right to fixed income.
15
Related party transactions
The company has taken advantage of the exemption available in accordance with FRS 102 whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertaking of the Group.
16
Controlling party
The immediate parent of the company is Online Printers Holdings GmbH. Copies of the consolidated financial statements of Online Printers Holdings GmbH are available from Onlineprinters GmbH Rudolf-Diesel-Str. 10, 91413 Neustadt a. d. Aisch, Germany.
18
false
CCH Software
iXBRL Review & Tag 2019.1
2018-12-31
2018-01-01
10629110
2018-01-01
2018-12-31
10629110
2018-12-31
10629110
bus:Director5
2018-01-01
2018-12-31
10629110
bus:Director1
2018-01-01
2018-12-31
10629110
bus:Director2
2018-01-01
2018-12-31
10629110
bus:Director3
2018-01-01
2018-12-31
10629110
bus:Director4
2018-01-01
2018-12-31
10629110
2017-05-01
2017-12-31
10629110
2017-12-31
10629110
core:CurrentFinancialInstruments
2018-12-31
10629110
core:CurrentFinancialInstruments
2017-12-31
10629110
core:Non-currentFinancialInstruments
2018-12-31
10629110
core:Non-currentFinancialInstruments
2017-12-31
10629110
core:Subsidiary1
2018-01-01
2018-12-31
10629110
core:Subsidiary2
2018-01-01
2018-12-31
10629110
core:Subsidiary3
2018-01-01
2018-12-31
10629110
core:Subsidiary4
2018-01-01
2018-12-31
10629110
bus:PrivateLimitedCompanyLtd
2018-01-01
2018-12-31
10629110
bus:Audited
2018-01-01
2018-12-31
10629110
bus:FullAccounts
2018-01-01
2018-12-31
10629110
bus:FRS102
2018-01-01
2018-12-31
xbrli:pure
xbrli:shares
iso4217:GBP