REGISTERED NUMBER:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Report of the Directors and |
|
Financial Statements for the Year Ended 31 December 2020 |
|
for |
|
Ocean Terminal Limited |
REGISTERED NUMBER:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Report of the Directors and |
|
Financial Statements for the Year Ended 31 December 2020 |
|
for |
|
Ocean Terminal Limited |
Ocean Terminal Limited (Registered number: SC178696) |
|
|
|
|
|
|
Contents of the Financial Statements |
for the Year Ended 31 December 2020 |
|
|
|
|
Page |
|
Company Information | 1 |
|
Report of the Directors | 2 |
|
Report of the Independent Auditors | 3 |
|
Statement of Comprehensive Income | 6 |
|
Balance Sheet | 7 |
|
Statement of Changes in Equity | 8 |
|
Cash Flow Statement | 9 |
|
Notes to the Cash Flow Statement | 10 |
|
Notes to the Financial Statements | 11 |
|
Ocean Terminal Limited |
|
Company Information |
for the Year Ended 31 December 2020 |
|
|
|
|
|
|
|
DIRECTORS: |
|
|
|
|
|
|
|
|
|
REGISTERED OFFICE: |
|
|
|
|
|
|
|
|
|
REGISTERED NUMBER: |
|
|
|
|
|
|
AUDITORS: |
|
Chartered Accountants and Statutory Auditors |
145 St Vincent Street |
Glasgow |
G2 5JF |
Ocean Terminal Limited (Registered number: SC178696) |
|
Report of the Directors |
for the Year Ended 31 December 2020 |
|
The directors present their report with the financial statements of the company for the year ended 31 December 2020. |
|
EVENTS SINCE THE END OF THE YEAR |
Information relating to events since the end of the year is given in the notes to the financial statements. |
|
DIRECTORS |
|
|
Other changes in directors holding office are as follows: |
|
|
|
|
|
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
|
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
|
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
|
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
|
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
|
This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
|
ON BEHALF OF THE BOARD: |
|
|
|
|
|
|
|
|
|
Report of the Independent Auditors to the Members of |
Ocean Terminal Limited |
|
Opinion |
We have audited the financial statements of Ocean Terminal Limited (the 'company') for the year ended 31 December 2020 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
|
In our opinion the 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; 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 under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and the provisions available for small entities, in the circumstances set out in note nine to the financial statements, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
|
Material uncertainty relating to going concern |
We draw attention to note 2 in the financial statements, in which we have considered the adequacy of the disclosures in relation to the company's ability to continue as a going concern. The company incurred further losses in the year, and the net liability position has increased. The events and conditions mentioned in note 2 indicate that a material uncertainty exists which may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in this respect. |
|
Other information |
The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
|
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion 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 such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. 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 in this regard. |
|
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Report of the Directors has been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
Ocean Terminal Limited |
|
|
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors. |
|
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us 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; or |
- | the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors. |
|
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine 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 a Report of the Auditors 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. |
|
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
|
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and |
non-compliance with laws and regulations, we considered the following: |
- the nature of the industry and sector, control environment and business performance; |
- results of our enquiries of management about their own identification and assessment of the risks and irregularities; |
- any matters we identified having reviewed the company's internal controls established to mitigate risks of fraud or non- compliance with laws and regulations; |
- the matters discussed among the audit engagement team regarding how and where fraud might occur in the |
financial statements and any potential indicators of fraud. |
|
We obtained an understanding of the legal and regulatory framework that the company operates in. The key laws and regulations we considered included the UK Companies Act and tax legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. In addition we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate. Auditing standards limit the required audit procedures to identify non - compliance with these laws and regulations to enquiry of the directors, inspection of regulatory and legal correspondence, if any, and review of minutes of meetings.These limited procedures did not identify actual or suspected non-compliance. |
|
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Report of the Independent Auditors to the Members of |
Ocean Terminal Limited |
|
|
Use of our report |
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 a Report of the Auditors 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 members as a body, for our audit work, for this report, or for the opinions we have formed. |
|
|
|
|
|
for and on behalf of
|
Chartered Accountants and Statutory Auditors |
145 St Vincent Street |
Glasgow |
G2 5JF |
|
|
Ocean Terminal Limited (Registered number: SC178696) |
|
Statement of Comprehensive Income |
for the Year Ended 31 December 2020 |
|
31.12.20 | 31.12.19 |
Notes | £ | £ |
|
TURNOVER |
|
|
|
Cost of sales |
|
|
GROSS PROFIT |
|
|
|
Administrative expenses |
|
|
OPERATING PROFIT | 4 |
|
|
|
Interest receivable and similar income |
|
|
155,938 | 2,713,647 |
Gain/loss on revaluation of investment
property |
(965,000 |
) |
(24,068,460 |
) |
(809,062 | ) | (21,354,813 | ) |
|
Interest payable and similar expenses |
|
|
LOSS BEFORE TAXATION | ( |
) |
( |
) |
|
Tax on loss | 5 |
|
|
LOSS FOR THE FINANCIAL YEAR | ( |
) |
( |
) |
|
OTHER COMPREHENSIVE INCOME |
Shareholder loan written off |
|
|
Income tax relating to other comprehensive
income |
|
|
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX |
|
|
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR |
( |
) |
( |
) |
Ocean Terminal Limited (Registered number: SC178696) |
|
Balance Sheet |
31 December 2020 |
|
31.12.20 | 31.12.19 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Investment property | 6 |
|
|
|
CURRENT ASSETS |
Debtors | 7 |
|
|
Cash at bank |
|
|
|
|
CREDITORS |
Amounts falling due within one year | 8 |
|
|
NET CURRENT LIABILITIES |
( |
) |
( |
) |
TOTAL ASSETS LESS CURRENT
LIABILITIES |
( |
) |
( |
) |
|
CAPITAL AND RESERVES |
Called up share capital |
|
|
Other reserves |
|
|
Retained earnings |
( |
) |
( |
) |
( |
) |
( |
) |
|
|
|
The financial statements were approved by the Board of Directors and authorised for issue on
|
|
|
|
|
|
|
|
Ocean Terminal Limited (Registered number: SC178696) |
|
Statement of Changes in Equity |
for the Year Ended 31 December 2020 |
|
Called up |
share | Retained | Other | Total |
capital | earnings | reserves | equity |
£ | £ | £ | £ |
|
Balance at 1 January 2019 |
|
( |
) |
|
( |
) |
|
Changes in equity |
Total comprehensive income | - |
( |
) |
|
( |
) |
Balance at 31 December 2019 |
|
( |
) |
|
( |
) |
|
Changes in equity |
Total comprehensive income | - | ( |
) |
|
( |
) |
Balance at 31 December 2020 |
|
( |
) |
|
( |
) |
Ocean Terminal Limited (Registered number: SC178696) |
|
Cash Flow Statement |
for the Year Ended 31 December 2020 |
|
31.12.20 | 31.12.19 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 |
|
|
Interest paid | ( |
) |
|
Net cash from operating activities | ( |
) |
|
|
Cash flows from investing activities |
Purchase of investment property |
|
( |
) |
Sale of investment property |
|
|
Interest received |
|
|
Net cash from investing activities |
|
( |
) |
|
Cash flows from financing activities |
New loans in year |
|
|
Repayment of shareholder loan |
|
( |
) |
Net cash from financing activities |
|
( |
) |
|
(Decrease)/increase in cash and cash equivalents | ( |
) |
|
Cash and cash equivalents at beginning of
year |
2 |
|
1,069,627 |
|
Cash and cash equivalents at end of year | 2 | 542,601 | 1,442,845 |
Ocean Terminal Limited (Registered number: SC178696) |
|
Notes to the Cash Flow Statement |
for the Year Ended 31 December 2020 |
|
1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
31.12.20 | 31.12.19 |
£ | £ |
Loss before taxation | ( |
) |
( |
) |
Fair value adjustment on investment | 965,000 | 24,068,460 |
Finance costs | 3,585,575 | 5,667,234 |
Finance income | - | (2,003 | ) |
155,938 | 2,711,644 |
(Increase)/decrease in trade and other debtors | ( |
) |
|
Increase in trade and other creditors |
|
|
Cash generated from operations |
|
|
|
2. | CASH AND CASH EQUIVALENTS |
|
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
|
Year ended 31 December 2020 |
31.12.20 | 1.1.20 |
£ | £ |
Cash and cash equivalents | 542,601 | 1,442,845 |
Year ended 31 December 2019 |
31.12.19 | 1.1.19 |
£ | £ |
Cash and cash equivalents | 1,442,845 | 1,069,627 |
|
|
3. | ANALYSIS OF CHANGES IN NET DEBT |
|
At 1.1.20 | Cash flow | At 31.12.20 |
£ | £ | £ |
Net cash |
Cash at bank | 1,442,845 | (900,244 | ) | 542,601 |
1,442,845 | ( |
) | 542,601 |
Debt |
Debts falling due within 1 year | (40,636,632 | ) | (74,052 | ) | (40,710,684 | ) |
(40,636,632 | ) | (74,052 | ) | (40,710,684 | ) |
Total | (39,193,787 | ) | (974,296 | ) | (40,168,083 | ) |
Ocean Terminal Limited (Registered number: SC178696) |
|
Notes to the Financial Statements |
for the Year Ended 31 December 2020 |
|
1. | STATUTORY INFORMATION |
|
Ocean Terminal Limited is a
|
|
The presentation currency of the financial statements is the Pound Sterling (£). |
|
|
2. | ACCOUNTING POLICIES |
|
Basis of preparing the financial statements |
|
|
The financial statements have previously been prepared under International Accounting Standards, however this is the first year they are prepared under UK GAAP. |
|
Going concern |
During the year ended 31 December 2020 the company incurred losses of £4,394,637 (2019: £4,178,697), and the net liability position has increased to £22,607,712 from £18,213,075. |
|
Post year end trading results show further losses being incurred and an overall increase in the net liability position of the company. Cash flow remains positive post year end which has been a result of the continued support of the loan facility provider. |
|
The current loan facility agreement is due to expire in January 2023. The directors are confident that the facility will be extended and as such conclude that the company will continue to operate for the next 12 months. However, any extension has yet to be agreed and the directors acknowledge that if the facility is not extended this may cast significant doubt on the company's ability to continue as a going concern. |
|
Revenue recognition |
Rental income from investment property leased out under operating leases is recognised in the statement of comprehensive income on a straight-line basis over the term of the lease. The lease term is the non-cancellable period of the lease together with any further term for which the tenant has the option to continue the lease, where, at the inception of the lease, the directors are reasonable certain that the tenant will exercise that option. |
|
Contingent rents, such as turnover rents, rent reviews and indexation, are recorded as income in the periods oi which they are earned. |
|
Rent reviews are recognised when such review have been agreed with tenants. |
|
When the company provides incentives to its tenants, the cost of the incentives are recognised over the lease term, on a straight-line basis, as a reduction of rental income. |
|
Investment property |
Investment properties for which fair value can be measured reliably without undue cost or effort on an ongoing basis are measured at fair value annually with any change recognised in the profit and loss account. |
|
This is in accordance with FRS 102 which, unlike the Companies Act 2006, does not require depreciation of |
investment properties. Investment properties are held for their investment potential and not for use by the company so their current value is of prime importance. The departure from the provisions of the act is required in order to give a true and fair view. |
Ocean Terminal Limited (Registered number: SC178696) |
|
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2020 |
|
2. | ACCOUNTING POLICIES - continued |
|
Debtors |
Trade and other debtors are recognised at the settlement amount due with appropriate allowances for irrecoverable amounts when there is objective evidence the asset is impaired. |
|
Cash and cash equivalents |
Cash and cash equivalents in the balance sheet comprise cash in hand and bank overdrafts. |
|
Creditors |
Trade and other creditors are recognised where the company has a present obligation resulting from a past event and are recognised at the settlement amount due after allowing for any trade discounts due. |
|
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
|
Current or deferred taxation assets and liabilities are not discounted. |
|
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
|
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
|
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
|
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
|
3. | EMPLOYEES AND DIRECTORS |
|
The average number of employees during the year was NIL (2019 - NIL). |
|
4. | OPERATING LOSS |
|
The operating loss is stated after charging: |
|
31.12.20 | 31.12.19 |
£ | £ |
Auditors' remuneration |
|
|
|
5. | TAXATION |
|
Analysis of the tax charge |
No liability to UK corporation tax arose for the year ended 31 December 2020 nor for the year ended 31 December 2019. |
|
Tax effects relating to effects of other comprehensive income |
|
There were no tax effects for the year ended 31 December 2020. |
|
Ocean Terminal Limited (Registered number: SC178696) |
|
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2020 |
|
5. | TAXATION - continued |
31.12.19 |
Gross | Tax | Net |
£ | £ | £ |
Shareholder loan w/off |
|
- | 22,843,350 |
|
6. | INVESTMENT PROPERTY |
Total |
£ |
FAIR VALUE |
At 1 January 2020 |
|
Revaluation | (965,000 | ) |
At 31 December 2020 |
|
NET BOOK VALUE |
At 31 December 2020 |
|
At 31 December 2019 |
|
|
The investment property was valued on 31 December 2020 by the Directors at £19.9m (2019: £20.9m). |
|
The historical cost of the company's investment property as at 31 December 2020 was £96.7m (2019: £96.7m) |
|
7. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.20 | 31.12.19 |
£ | £ |
Trade debtors |
|
|
Other debtors |
|
|
|
|
|
8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.12.20 | 31.12.19 |
£ | £ |
Bank loans and overdrafts |
|
|
Trade creditors |
|
|
Taxation and social security |
|
|
Other creditors |
|
|
|
|
|
9. | FRC ETHICAL STANDARD - PROVISIONS AVAILABLE FOR SMALL ENTITIES |
|
In common with many other businesses of our size and nature we use our auditors to prepare and submit returns to the tax authorities and assist with the preparation of the financial statements. |
|
10. | POST BALANCE SHEET EVENTS |
|
After the Balance Sheet date the company undertook a capital re-organisation by way of a debt for equity swap. 80 Preference Shares were issued to ICG-Longbow Debt Investments No. 4 S.a.r.l., the immediate parent company, in exchange for the cancellation of £27.5m of outstanding loans. |
Ocean Terminal Limited (Registered number: SC178696) |
|
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2020 |
|
11. | ULTIMATE CONTROLLING PARTY |
|
The immediate parent company is ICG-Longbow Debt Investments No.4 SARL a company incorporated in Luxembourg. The ultimate parent company is ICG-Longbow UK Real Estate Debt Investments IV SCSP a company incorporated in Luxembourg. |