Company Registration No. 11097679 (England and Wales)
LAKE FINCO II LIMITED
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2019
PAGES FOR FILING WITH REGISTRAR
LAKE FINCO II LIMITED
CONTENTS
Page
Statement of financial position
1
Statement of changes in equity
2
Notes to the financial statements
3 - 7
LAKE FINCO II LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 JULY 2019
31 July 2019
- 1 -
2019
2018
Notes
£
£
£
£
Fixed assets
Investments
3
1,435,183
1,435,183
Current assets
Debtors
5
13,813,051
12,867,784
Creditors: amounts falling due within one year
6
(10,656,837)
(9,882,161)
Net current assets
3,156,214
2,985,623
Total assets less current liabilities
4,591,397
4,420,806
Creditors: amounts falling due after more than one year
7
(26,150,097)
(25,033,280)
Net liabilities
(21,558,700)
(20,612,474)
Capital and reserves
Called up share capital
100
100
Profit and loss reserves
(21,558,800)
(20,612,574)
Total equity
(21,558,700)
(20,612,474)
The directors of the company have elected not to include a copy of the income statement within the financial statements.
true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 8 September 2020 and are signed on its behalf by:
V Kisilevsky
Director
Company Registration No. 11097679
LAKE FINCO II LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 JULY 2019
- 2 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 5 December 2017
-
-
-
Period ended 31 December 2018:
Loss and total comprehensive income for the period
-
(20,612,574)
(20,612,574)
Issue of share capital
100
-
100
Balance at 31 December 2018
100
(20,612,574)
(20,612,474)
Period ended 31 July 2019:
Loss and total comprehensive income for the period
-
(946,226)
(946,226)
Balance at 31 July 2019
100
(21,558,800)
(21,558,700)
LAKE FINCO II LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2019
- 3 -
1
Accounting policies
Company information
Lake Finco II Limited is a
private
company
limited by shares
incorporated in England and Wales.
The registered office is
Belmont House, Station Way, Crawley, West Sussex, United Kingdom, RH10 1JA.
1.1
Accounting convention
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 of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in
sterling
, which is the functional currency of the company.
Monetary a
mounts
in these financial statements are
rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
1.2
Going concern
The financial statements have been prepared on a going concern basis which the Director believes to be appropriate for the following reason. The company is reliant on the support of other group companies as a result of the way that the group is financed. Global University Systems Holding B.V. has agreed to continue to provide financial and other support to the company for the foreseeable future to enable it to continue to trade.
true
As a result, having assessed the response of the directors of Global University Systems Holding B.V., in light of its support and on the basis of his assessment of the company's financial position and Global University Systems Holding B.V. financial position, the Director has a reasonable expectation that the company will be able to continue in operational existence for the foreseeable future and continue to adopt the going concern basis of accounting in preparing the financial statements.
The current COVID-19 pandemic as noted in note
10
has been taken into account and does not alter this view.
1.3
Reporting period
The financial year end of the company was shortened to 31 July from 31 December. This was so that the annual reporting falls in line with other companies of the group.
1.4
Turnover
Interest income is recognised when it is probable that the economic benefits will flow to the company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and the effective interest rate applicable.
1.5
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
The investments are assessed for impairment at each reporting date
and
any
impairment
losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company
. Control is
the power to govern the financial and operating policies of
the
entity so as to obtain benefits from its activities.
LAKE FINCO II LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2019
1
Accounting policies
(Continued)
- 4 -
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities
.
1.6
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.
1.7
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's statement of financial position when the company 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
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.
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 company after deducting all of its liabilities.
Basic financial liabilities
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
financing transaction, where the debt instrument is measured at the present value of
the future
paymen
ts 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. A
m
ounts 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.
LAKE FINCO II LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2019
1
Accounting policies
(Continued)
- 5 -
1.8
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.9
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation
in the period
are included in profit or loss.
2
Employees
The average monthly number of persons (including directors) employed by the company during the period was 3 (2018 - 3).
3
Fixed asset investments
2019
2018
£
£
Shares in group undertakings and participating interests
1,435,183
1,435,183
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 January 2019 & 31 July 2019
23,354,608
Impairment
At 1 January 2019 & 31 July 2019
21,919,425
Carrying amount
At 31 July 2019
1,435,183
At 31 December 2018
1,435,183
4
Undertakings
The company also has holdings in undertakings:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Lake Bridge International PLC
England and Wales
Ordinary
1.90
-
LAKE FINCO II LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2019
- 6 -
5
Debtors
2019
2018
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
13,813,051
12,867,134
Other debtors
-
650
13,813,051
12,867,784
Amounts owed by group undertakings comprising a loan of US$15,697,820 and accrued interest thereon are unsecured and repayable on demand. The i
interest rate for the loan is
5
.
2
%.
6
Creditors: amounts falling due within one year
2019
2018
£
£
Loans from group undertakings
8
2,020,381
1,249,706
Amounts owed to group undertakings
8,629,256
8,624,455
Accruals and deferred income
7,200
8,000
10,656,837
9,882,161
7
Creditors: amounts falling due after more than one year
2019
2018
Notes
£
£
Loans from group undertakings
8
26,150,097
25,033,280
8
Loans and overdrafts
2019
2018
£
£
Loans from group undertakings
28,170,478
26,282,986
Payable within one year
2,020,381
1,249,706
Payable after one year
26,150,097
25,033,280
Loans from group undertakings comprise of $3
1
,
941,000
floating rate loan notes (the "Notes")
,
agreed on 22 December 2017
and accrued interest .
Loan notes
are due for repayment on 18 December 2024. Interest rate for the loan is LIBOR plus 3.75% margin.
The Notes were secured by fixed and floating charges over the Company and other group companies provided a guarantee in favour of the holders of the Notes.
LAKE FINCO II LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2019
- 7 -
9
Audit report information
As the income statement has been omitted from the filing copy of the financial statements
,
the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006
:
The auditor's report was unqualified.
The senior statutory auditor was Jonathan Isaacs.
The auditor was Jeffreys Henry LLP.
10
Financial commitments, guarantees and contingent liabilities
The Company, along with other group companies, is named as a guarantor in the senior facilities agreement for Markermeer Finance B.V. A fixed and floating security shall be provided over the Company's assets. The various loans which total approximately €1 billion are due in 2027 and the revolving credit facility of £120m is to be repaid in 2026.
11
Events after the reporting date
Covid-19 Pandemic
The World Health Organisation declared the COVID-19 outbreak a global pandemic on 11 March 2020 and given the passage of time from the balance sheet date of 31 July 2019 as such, this is considered to be a non-adjusting post balance sheet event. As of the date of this report, the COVID-19 crisis is still ongoing and its effects on the global economy are uncertain. Hence, it is not possible to accurately quantify the potential financial impact on the company. However, considering the strong balance sheet position, substantial cash and reserves of the Global University Systems Holding B.V group, of which the company is a member of, there are no concerns about the company’s ability to remain a going concern.
Management of the company continues to monitor the situation closely and to put in whatever measure may be necessary to deflect a prolonged downturn.
12
Related party transactions
The company has taken advantage of the exemption allowed in FRS 102 Section 33 - Related Party Disclosures and has not disclosed details of related party transactions with entities that are wholly owned within the group.
13
Parent company
The immediate parent undertaking is Global University Systems Holding B.V, a company incorporated in The Netherlands.
The ultimate parent company is Riverhead Ventures Limited, a company registered in The British Virgin Islands.
The ultimate controlling party is The Heritage Trust, registered in Guernsey.
The smallest and largest group into which the entity is consolidated is Global University Systems Holding B.V., a company registered in The Netherlands. The registered office is Keizersgracht 307, 1016ED Amsterdam, The Netherlands from which copies of the group financial statements can be obtained.