YM&U Midco 1 Limited
Report and Financial Statements
Year Ended
31 December 2020
Company Number 11563830
1
YM&U Midco 1 Limited
Report and financial statements
for the year ended 31 December 2020
Contents
Page:
2
Strategic report
4
Directors' report
6
Independent auditors' report
9
Income statement
10
Statement of comprehensive income
11
Balance sheet
12
Statement of changes in equity
13
Notes to the financial statements
YM&U Midco 1 Limited
Report and financial statements
for the year ended 31 December 2020 (continued)
Registered office
180 Great Portland Street, London, W1W 5QZ
Company number
11563830
Directors
J Cohen
M Bekhait
D Lovegrove
L Felisati
Independent Auditors
PricewaterhouseCoopers LLP
1 Embankment Place
London
WC2N 6RH
Bankers
Lloyds Bank plc
7 Norfolk House
Manchester
M2 1DW
Solicitors
DLA Piper UK LLP
1 St. Peter's Square
Manchester
M2 3DE
YM&U Midco 1 Limited
Strategic report
The directors present their strategic report and audited financial statements for the year ended 31 December 2020 for YM&U Midco 1 Limited (the “Company”). The prior accounting period was changed to align to the reporting period of its parent company, YM&U Topco Limited and its group companies (the “Group”). The prior accounting period was for the 16 months to 31 December 2019; with the current period a 12 month period to 31 December 2020.
Results and dividend
The principal activity of the Company is that of an intermediate holding company that holds Group investments.
The Company's results for the period are set out in the Income Statement and are discussed in detail on the Business Review.
The directors do not recommend the payment of a dividend on ordinary shares (2019: £nil).
Business review and future developments
The Company made a loss of £1,000 (2019: £nil) after taxation.
The Company has net current assets of £11,880,000 (2019: £6,311,000). The Company has net assets of £503,000 (2019: £500,000) as at 31 December 2020.
During the year, the company issued new loan notes of £4,444,444 in relation to an additional capital injection from the funds managed by Trilantic Europe, through Talent International S.A. and its affiliates, of £5,000,000 into the Group.
The company will continue as an intermediate holding company for the foreseeable future.
Full details of the business review and future developments of the Group are shown in the consolidated financial statements of YM&U Topco Limited.
Principal risks and uncertainties
As the Company's main purpose is to hold investments, the principal risks and uncertainties that directly impact the trading companies of the Group do not also directly impact the Company. They do however indirectly impact the Company. The consolidated financial statements of YM&U Topco Limited details the principal risks and uncertainties that directly face the Group and indirectly face the Company.
Financial risk management
Liquidity risk
The Company seeks to manage financial risk by ensuring sufficient liquidity is available to meet its foreseeable needs. Short term flexibility is managed through funding from other Group companies.
After making enquiries and reviewing forecasted cash flow information for the Group, the directors have a reasonable expectation that the Company will have adequate resources to meet their financial obligations for the foreseeable future, given the written support from the parent explained on page 4 of these financial statements.
YM&U Midco 1 Limited
Strategic report (continued)
Statement by the Directors in performance of their statutory duties in accordance with s172(1) Companies Act 2006
Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders and other matters in their decision making. The Company is a holding company in the YM&U Topco Limited Group and the Directors deem the stakeholders of the Company to be the same as those of the Group and engage with them on the same basis as the Group. Therefore for details of how the Directors perform their statutory duties in accordance with s172(1) Companies Act 2006, please refer to the YM&U Topco Limited consolidated Group financial statements.
During the year the Directors made one key decision:
Significant event/decision: Raising of further debt through issue of loan notes under the shareholder loan facility.
Key s172 matters affected: Shareholders of the Group.
Actions and impact:
●
Consideration of cash flow forecasts to confirm requirement.
●
Approval from owners to proceed with the loan note issue.
●
Consultation with loan note holders.
Approval
This strategic report was approved on behalf of the Board on 30 June 2021.
D Lovegrove
Director
YM&U Midco 1 Limited
Directors' report
The directors present their report and the audited financial statements for the year ended 31 December 2020.
Principal activities
The principal activity of the Company is that of an intermediate holding company that holds Group investments.
Results and dividends
The loss for the year after taxation was £1,000 (2019: £nil).
The net assets of the Company are £503,000 (2019: £500,000).
The directors do not recommend the payment of a dividend (2019: £nil).
Matters covered in the strategic report
The strategic report can be found on pages 2 to 3. This contains the business review and details of the Company's risks and uncertainties, future developments and post balance sheet events.
Going concern
The Directors have considered the expected results, financing available, continued COVID-19 disruption, the net current asset position and the net asset position going forward. The Directors of the parent company, YM&U Topco Limited, have confirmed in writing their support to the Company to ensure it can meet its obligations as they fall due, for 15 months from the date that these financial statements are approved. Based on the cashflow stress testing performed at Group level on both liquidity and covenant compliance basis, the Directors consider that the letter of support can be relied upon. This letter also acts as support for the recoverability of the Company's intercompany debtors. Accordingly, the Directors have adopted the going concern basis in preparing the financial statements.
Directors
The directors who served during the year and up to the date of this report were as follows:
M Bekhait
(Appointed 31 December 2020)
J Cohen
T Harris-Speid
(Appointed 10 February 2020 and resigned 31 December 2020)
L Felisati
(Appointed 31 December 2020)
D Lovegrove
(Appointed 31 December 2020)
M Page
(Resigned 31 December 2020)
R Railhac
(Resigned 10 February 2020)
YM&U Midco 1 Limited
Directors' report (continued)
Statement of Directors' Responsibilities
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law).
Under company law, 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 the financial statements, the directors are required to:
•
select suitable accounting policies and then apply them consistently;
•
state whether applicable United Kingdom Accounting Standards, comprising FRS 102 have been followed, subject to any material departures disclosed and explained in the financial statements;
•
make judgements and accounting estimates that are reasonable and prudent; and
•
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 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.
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.
Directors' confirmations
In the case of each director in office at the date the directors' report is approved:
•
so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and
•
they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.
Independent auditors'
The auditors, PricewaterhouseCoopers LLP, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the Annual General Meeting.
Subsequent events
Events after the reporting date are detailed in note 16.
On behalf of the Board
D Lovegrove
Director
30 June 2021
YM&U Midco 1 Limited
Independent auditor's report to the members of YM&U Midco 1 Limited
Report on the audit of the financial statements
Opinion
In our opinion, YM&U Midco 1 Limited 's financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2020 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law); and
have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Report and Financial Statements (the “Annual Report”), which comprise: the balance sheet as at 31 December 2020; the income statement, the statement of comprehensive income and the statement of changes in equity for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Conclusions relating to going concern
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.
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.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company's ability to continue as a going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
YM&U Midco 1 Limited
Independent auditor's report to the members of YM&U Midco 1 Limited (continued)
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors' report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance 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 an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. 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 based on these responsibilities.
With respect to the Strategic report and Directors' report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.
Strategic report and Directors' report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' report for the year ended 31 December 2020 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' report.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors' Responsibilities, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such 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.
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 an auditors' report 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
YM&U Midco 1 Limited
Independent auditor's report to the members of YM&U Midco 1 Limited (continued)
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to but not limited to; applicable tax legislation, anti-bribery legislation and general data protection regulation (GDPR), and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to the manipulation of financial statement line items through manual journal postings and management bias in determining accounting estimates. Audit procedures performed by the engagement team included:
Inquiries of management with consideration of known or suspected instances of non-compliance with laws and regulation and fraud;
Challenging assumptions and judgements made by management in respect of critical accounting estimates and assumptions;
Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations including unusual or unexpected journal postings to the income statement; and
Reviewing the financial statement disclosures and agreeing to underlying supporting documentation.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.
Use of this report
This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
we have not obtained all the information and explanations we require for our audit; or
adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or
certain disclosures of directors' remuneration specified by law are not made; or
the financial statements are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Gemma Clark (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
30 June 2021
YM&U Midco 1 Limited
Income statement
for the year ended 31 December 2020
16 month
Year ended
period ended
31 December
31 December
Note
2020
2019
£'000
£'000
Turnover
-
-
Administrative expenses
-
-
________
________
Operating result
-
-
Interest payable and similar expenses
5
(5,571)
(6,311)
Interest receivable and similar income
5
5,570
6,311
________
________
Loss before taxation
(1)
-
Tax on loss
6
-
-
________
________
Loss after taxation
(1)
-
________
________
Loss for the financial year / period
(1)
-
________
________
The result is attributable to:
Owners of the parent
(1)
-
________
________
All amounts relate to continuing activities.
The notes on pages 13 to 19 form an integral part of these financial statements.
YM&U Midco 1 Limited
Statement of comprehensive income
for the year ended 31 December 2020
16 month
Year ended
period ended
31 December
31 December
2020
2019
£'000
£'000
Loss for the financial year / period
(1)
-
Other comprehensive income
-
-
________
________
Total comprehensive expense for the financial year / period
(1)
-
________
________
Total comprehensive income is attributable to:
Owners of the parent
(1)
-
________
________
The notes on pages 13 to 19 form an integral part of these financial statements.
YM&U Midco 1 Limited
Balance sheet
as at 31 December 2020
Company number 11563830
Note
2020
2019
£'000
£'000
£'000
£'000
Fixed assets
Investments
7
54,019
49,570
________
________
54,019
49,570
Current assets
Debtors
8
11,880
6,311
Cash at bank and in hand
-
-
_____
________
11,880
6,311
Creditors: amounts falling due within one year
-
-
_____
________
Net current assets
11,880
6,311
________
________
Total assets less current liabilities
65,899
55,881
Creditors: amounts falling due after more than one year
9
(65,396)
(55,381)
________
________
Net assets
503
500
________
________
Capital and reserves
Called up share capital
11
504
500
Profit and loss account
(1)
-
________
________
Total equity
503
500
________
________
The financial statements on pages 9 to 19 were approved by the Board of Directors and authorised for issue on 30 June 2021.
Deborah Lovegrove
Director
YM&U Midco 1 Limited
Statement of changes in equity
for the year ended 31 December 2020
Called up
Profit
Total
share
and loss
shareholders'
capital
account
funds
£'000
£'000
£'000
Date of incorporation
-
-
-
Issue of share capital
500
-
500
Loss and total comprehensive income
-
-
-
_________
_________
_________
31 December 2019
500
-
500
_________
_________
_________
Comprehensive expense for the year:
Loss and total comprehensive expense
-
(1)
(1)
_________
_________
_________
Total comprehensive expense
-
(1)
(1)
_________
_________
_________
Contributions by owners:
Issue of share capital
4
-
4
_________
_________
_________
31 December 2020
504
(1)
503
_________
_________
_________
The notes on pages 13 to 19 form an integral part of these financial statements
YM&U Midco 1 Limited
Notes to the financial statements
1
Accounting policies
YM&U Midco 1 Limited is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act. The principal activity of the Company is that of an intermediate holding company that holds Group investments. The address of the registered office is given on the contents page and the nature of the Company's operations and its principal activities are set out in Directors' report. These financial statements have been prepared on a going concern basis under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
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.
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": - the requirements of:
- Section 7 Statement of Cash Flows;
- Section 3 Financial Statement Presentation paragraph 3.17(d);
- Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
- Section 26 Share-based Payment paragraphs 26.18, 26.19 and 26.21 to 26.23
- Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; and
- Section 33 Related Party Disclosures paragraph 33.7.
The Company decided to early adopt the amendments to FRS 102 which will become mandatory for all accounting periods beginning on or after 1 January 2019. Specifically, the Company has not recognised separate intangibles that are not contractual.
The financial statements of the Company are consolidated in the financial statements of YM&U Topco Limited. These consolidated financial statements are available from its registered office.
The Company is a parent Company that is also a subsidiary included in the consolidated financial statements of its ultimate parent undertaking established under the law of an EEA state and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006. The financial statements present information about the company as an individual entity and not about its group.
The following principal accounting policies have been applied:
Going concern
The Directors have considered the expected results, financing available, continued COVID-19 disruption, the net current asset position and the net asset position going forward. The Directors of the parent company, YM&U Topco Limited, have confirmed in writing their support to the Company to ensure it can meet its obligations as they fall due, for 15 months from the date that these financial statements are approved. Based on the cashflow stress testing performed at Group level on both liquidity and covenant compliance basis, the Directors consider that the letter of support can be relied upon. This letter also acts as support for the recoverability of the Company's intercompany debtors. Accordingly, the Directors have adopted the going concern basis in preparing the financial statements.
Turnover
As the Company's main purpose is to hold Group investments, it has no turnover.
Investments
Fixed asset investments are recorded at cost, less any provisions for impairment.
The carrying value of fixed asset investments are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.
YM&U Midco 1 Limited
Notes to the financial statements (continued)
1
Accounting policies (continued)
Interest-bearing loans and borrowings, including preference shares
All interest-bearing loans and borrowings (including preference shares) are initially recognised at net proceeds. After initial recognition, debt is increased by the finance cost amortised through profit and loss in respect of the reporting period and reduced by payments made in respect of debts in the year.
Finance costs of debt are allocated over the term of the debt at a constant rate on the carrying amount.
Foreign currencies
Monetary assets and liabilities denominated in foreign currencies are translated into sterling at rates of exchange ruling at the balance sheet date.
Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction.
Exchange gains and losses are recognised in the profit and loss account.
Taxation
The tax expense for the period comprises current and deferred tax.
Current tax is measured at amounts expected to be paid using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date except that the recognition of deferred tax assets is limited to the extent that the company anticipates making sufficient taxable profits in the future to absorb the reversal of the underlying timing differences.
Deferred tax balances are not discounted.
Financial assets
Financial assets, other than investments and derivatives, are initially measured at transaction price (including transaction costs) and subsequently held at cost, less any impairment.
Financial liabilities and equity
Financial liabilities and equity are classified according to the substance of the financial instrument's contractual obligations, rather than the financial instrument's legal form. Financial liabilities, excluding convertible debt and derivatives, are initially measured at transaction price (including transaction costs) and subsequently held at amortised cost.
Finance costs
Finance costs are charged to the profit or loss over the term of the debt using the effective interest rate method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Reserves
Profit and loss account
Profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.
YM&U Midco 1 Limited
Notes to the financial statements (continued)
2
Judgements in applying accounting policies and key sources of estimation uncertainty
In preparing these financial statements, the directors have made the following judgements:
In determining whether there are indicators of impairment of the Company's investments, factors taken into consideration include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit (CGU), the viability and expected future performance of that unit. This requires estimation of the future cash flows from the CGUs and also selection of appropriate discount rates in order to calculate the net present value of those cash flows. The directors judge that the Company's investments are a single CGU based on their opinion that there is central management oversight and the divisional and central teams work cross border and so cash flows are not distinct at a divisional level. The directors have used a discount rate of 8.3% and measured performance over a 10 year period, including a growth rate for the CGU of 2% per annum after 31 December 2022.
An increase in the discount rate of 1.7% to 10% and a decrease in the terminal growth rate of 2% to 0% would not result in an impairment. The assessment is also sensitive to assumed revenue growth, with the judgement in the pace of recovery and long term demand, for example the impairment model assumes that live events returns from September 2021, which is considered reasonable. See note 7 for the carrying amount of investments.
3
Employees and directors remuneration
16 month
Year ended
period ended
31 December
31 December
2020
2019
Number
Number
Average monthly number of employees, including directors:
3
3
________
______________
The directors do not receive remuneration from the Company (2019: £nil). The remuneration of the directors, in both periods, are paid by other Group entities and their total remuneration is disclosed in the financial statements of these companies.
4
Operating result
Audit fees of £7,500 (2019: £7,000) and tax compliance fees of £2,685 (2019: £2,685) relating to this entity were paid to the Company's auditor, PricewaterhouseCoopers LLP, and are disclosed in the consolidated financial statements of the Company's ultimate parent company, YM&U Topco Limited. No recharges were made to this Company (2019: none).
5
Interest
16 month
Year ended
period ended
31 December
31 December
2020
2019
£'000
£'000
Interest payable and similar expenses
Shareholder loan facility interest
5,571
6,311
________
________
Interest receivable and similar income
Interest receivable from group companies
(5,570)
(6,311)
________
________
Interest receivable is in relation to preference shares in subsidiary undertakings held in investments (note 7).
YM&U Midco 1 Limited
Notes to the financial statements (continued)
6
Tax on loss
16 month
Year ended
period ended
31 December
31 December
2020
2019
£'000
£'000
a) Analysis of tax charge for the period
Current tax
UK corporation tax on loss for the period
-
-
Adjustment for prior periods
-
-
________
________
Total current tax
-
-
________
________
b) Factors affecting tax charge for the period
The tax assessed for the period is higher than the standard rate of corporation tax in the UK of 19%. The differences are explained below:
16 month
Year ended
period ended
31 December
31 December
2020
2019
£'000
£'000
Loss before tax
(1)
-
________
________
Loss at the standard rate
of corporation tax in the UK of 19%
-
-
Expenses not deductible for tax purposes
(475)
-
Deferred tax not recognised
-
475
________
________
Total tax charge for the period (see note 6a)
-
-
________
________
c) Future tax rate changes
In the Spring Budget 2021, the Government announced that from 1 April 2023 the corporation tax rate will increase to 25%. As the proposal to increase the rate to 25% had not been substantively enacted at the balance sheet date, its effects are not included in these financial statements.
The Group has an unprovided deferred tax liability of £475,000 (2019: £nil) relating to corporate interest restrictions in the UK. No deferred tax asset is recognised on these amounts as it is not regarded as more likely than not that there will be suitable taxable profits/gains against which they can be deducted in the foreseeable future.
YM&U Midco 1 Limited
Notes to the financial statements (continued)
7
Investments
Investments
in subsidiary
undertakings
£'000
Cost
At 1 January 2020
49,570
Additions
4,449
________
31 December 2020
54,019
________
The additions relate to subscriptions for new shares in the Company's direct subsidiary company, YM&U Midco 2 Limited.
The Company has the following subsidiary undertakings:
Companies with registered office of 180 Great Portland Street, London, W1W 5QZ
Class of
Name
Holding
shares
Nature of business
100%
Ordinary
Holding company
YM&U Midco 2 Ltd
100%
Ordinary
Holding company
YM&U Group Services Ltd*
100%
Ordinary
Holding company
YM&U Group Ltd*
YM&U Holdings Ltd
100%
Ordinary
Holding company
YM&U (UK) Limited*
100%
Ordinary
Talent, music and sport management
YM&U Business Management Ltd*
100%
Ordinary
Business management
Troika Talent Agents LLP*
100%
Partnership
Drama and comedy management
Sports management
Impact SM Limited*
100%
Ordinary
Strike Management Limited*
100%
Ordinary
Sports management
Machine Music Management Ltd*
100%
Ordinary
Music management
Machine Music Rights Ltd*
100%
Ordinary
Music rights
YM&U Central Services Ltd*
100%
Ordinary
Group support company
James Grant Rights Ltd*
100%
Ordinary
Rights holder
James Grant I.P. Ltd*
100%
Ordinary
Rights holder
Industry Media Limited*
100%
Ordinary
Financial brokerage
JG Music Publishing Ltd*
100%
Ordinary
Music Rights
Gallowgate Productions Ltd*
100%
Ordinary
Television rights
Hall or Nothing Limited*
100%
Ordinary
Dormant
James Grant Productions Ltd*
100%
Ordinary
Dormant
Rabbit Vocal Management Ltd*
100%
Ordinary
Dormant
James Grant Music Publishing Ltd*
100%
Ordinary
Dormant
James Grant Music Ltd*
100%
Ordinary
Dormant
James Grant Sports Ltd*
100%
Ordinary
Dormant
YM&U Nominees Ltd*
100%
Ordinary
Nominees company
Companies with registered office of 9100 Wilshire Blvd., Suite 100W, Beverly Hills CA 90212
Class of
Name
Holding
shares
Nature of business
YM&U Holdings USA Inc.*
100%
Ordinary
Holding company
YM&U Music LLC*
100%
Ordinary
Music management
YM&U Entertainment Inc.*
97%
Ordinary
Talent management
YM&U Arts LLC*
76.5%
Ordinary
Art management
MFN Music LLC*
50%
Ordinary
Music distribution
Self-Released Records LLC
100%
Ordinary
Record label
YM&U Midco 1 Limited
Notes to the financial statements (continued)
7
Investments (continued)
Companies with registered office of 3233 M Street NW, Washington DC 20007
Class of
Name
Holding
shares
Nature of business
YM&U Sports Ltd*
100%
Ordinary
Sport management
* - held indirectly
The Company's voting rights in respect of the investments are held in the same proportion as the Company's share of the ordinary share capital of each company.
8
Debtors
Amounts due within one year:
2020
2019
£'000
£'000
Amounts due from Group undertakings
11,880
6,311
________
________
Amounts due from Group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.
9
Creditors: amounts falling due after more than one year
2020
2019
£'000
£'000
Other borrowings (note 10)
65,396
55,381
________
________
10
Loans and other borrowings
2020
2019
£'000
£'000
Shareholder loan facility and accrued interest
65,396
55,381
________
________
Shareholder loan facility
The shareholder loan facility is repayable on 28 September 2028. Interest accrues on the principal at 10% per annum. See 12 analysis of debt for breakdown.
YM&U Midco 1 Limited
Notes to the financial statements (continued)
11
Called up share capital
2020
2019
£'000
£'000
504,376 Ordinary share of £1 each
504
500
________
________
Reconciliation of movements during the year:
Number
At 1 January 2020
500,000
Issue of fully paid shares
4,376
_________
At December 2020
504,376
_________
12
Analysis of net debt
At 1
Other non-
At 31
January
Loan notes
cash
December
2020
issued
Repayments
changes
2020
Group
£'000
£'000
£'000
£'000
£'000
Shareholder loan facility
55,381
4,444
-
5,571
65,396
_________
_________
_________
_________
_________
Other non-cash-changes relate to interest charged on loan notes.
13
Other financial commitments
Cross guarantee
Certain companies, including YM&U Midco 1 Limited, within the YM&U Topco Limited group operate under an intercompany guarantee of unlimited security which is secured over the assets within the YM&U Topco Limited group. The total amount outstanding including interest at 31 December 2020 was £70,706,000 (2019: £63,121,000).
14
Related party transactions
The Company has taken advantage of the exemption conferred by FRS 102 “Related Party Disclosures” not to disclose transactions with wholly owned subsidiaries within the Group.
15
Ultimate parent undertaking and controlling party
The directors regard Talent International S.A. as the ultimate parent undertaking and controlling party. The smallest and largest group in which the results of the company are consolidated is that headed by YM&U Topco Limited. Copies of the financial statements are available from 180 Great Portland Street, London, W1W 5QZ.
16
Subsequent events
After the year end, a new subsidiary company was incorporated in the US, YM&U Arts LLC. YM&U Arts specialises in representing digital artists and traditional artists. A key area of focus for this new company and its clients is the growing non-fungible tokens (NFTs) market. No other subsequent events were noted.
No other subsequent events were noted.
false
CCH Software
iXBRL Review & Tag 2020.3
2020-12-31
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