Company Registration No. 13088270 (England and Wales)
Premier Modular Finance Ltd
Report And Financial Statements
For The Period Ended 30 June 2021
PREMIER MODULAR FINANCE LTD
Premier Modular Finance Ltd
COMPANY INFORMATION
Directors
Mr C Glover
(Appointed 5 February 2021)
Mr D C Harris
(Appointed 5 February 2021)
Mr D Allison
(Appointed 5 February 2021)
Mr K J Maddin
(Appointed 17 December 2020)
Mr J T Page
(Appointed 17 December 2020)
Company number
13088270
Registered office
c/o Premier Modular Limited
Catfoss Industrial Estate
Catfoos Lane
Catfoss Airfield
Brandesburton
Driffield
YO25 8EJ
Auditor
PricewaterhouseCoopers LLP
Central Square
29 Wellington Street
Leeds
LS1 4DL
PREMIER MODULAR FINANCE LTD
Premier Modular Finance Ltd
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Directors' responsibilities statement
4
Independent auditor's report to the members of Premier Modular Finance Ltd
5 - 8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 20
PREMIER MODULAR FINANCE LTD
Premier Modular Finance Ltd
STRATEGIC REPORT
true
FOR THE PERIOD ENDED 30 JUNE 2021
- 1 -
The directors present the strategic report for the period ended 30 June 2021.
Principal activities
The company was incorporated on 17 December 2020. The principal activity of the company is to act as a holding company for a group of companies that specialise in the design, manufacture, installation and sale or rental of modular buildings.
Principal risks and uncertainties
The principal risk for the company is the financial stability of its subsidiaries. The directors believe no impairment is required against its investments and that the company will be able to meet its future financial obligations.
Business review
During the current
period
the company made a loss of £4k.
Key performance indicators
There are no key performance indicators used by the company.
Future developments
The company's subsidiaries are expected to perform ahead of budget in financial year 202
3
. The company's subsidiaries have continued to trade at levels in line with the FY21 result, which was not expected. There was an anticipated fallaway of revenue from the Covid 19 testing site project, however these remained on hire longer than expected. Those units came off hire during the latter part of FY22. In response, the Rental business has put several initiatives in place, including the planned expansion of building services for Healthcare. It is expected that this will compensate for the return of the testing buildings and will put us in a strong position for future growth of the Group.
Mr D C Harris
Director
21 October 2022
PREMIER MODULAR FINANCE LTD
Premier Modular Finance Ltd
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 JUNE 2021
- 2 -
The directors present their report and financial statements for the period ended 30 June 2021.
Results and dividends
The results for the period are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
Mr C Glover
(Appointed 5 February 2021)
Mr D C Harris
(Appointed 5 February 2021)
Mr D Allison
(Appointed 5 February 2021)
Mr K J Maddin
(Appointed 17 December 2020)
Mr J T Page
(Appointed 17 December 2020)
Post reporting date events
During FY22 a Dutch company, Premier Modular (Netherlands) B.V., was created as a 100% subsidiary of Premier Modular Limited (PML) in order to improve chances of winning work in the Netherlands. A current contract was already being undertaken in the Netherlands through a UK customer. This will increase PML presence and provide an opportunity to expand into foreign markets.
On 13
th
December 2021, the £35m 8% loan notes held in Premier Modular Finance Limited (PMF), an intermediate holding company above Premier Modular Limited in the group, were admitted to the Official List of The International Stock Exchange. PMF have permission to list up to £50m of loan notes and unlimited payment in kind notes.
On 16
th
December 2021, the external loan facility held by Premier Modular Acquisitions Limited (PMA), an intermediate holding company above Premier Modular Limited, was increased by a further £20m to £45m. This was used to repay £13.9m of the £35m, 8% loan notes held by PMF with the major shareholder and party with ultimate control,
C
abot
S
quare
Capital Partners
LL
P
, plus interest of £0.9m, Furthermore, £4.7m zero coupon notes with Cabot and £0.05m preference shares were also redeemed.
On 19
th
January 2022, £7.5m excess cashflow was used to repay £5.3m of the £35m, 8% loan notes held by PMF with Cabot plus interest of £0.4m. Furthermore £1.8m zero coupon notes with Cabot and £0.02m preference shares were also redeemed.
On 24
th
February 2022, Ukraine was invaded by Russian forces. As a consequence, many Governments globally imposed sanctions. The Company has no direct exposure to the impacted countries, entities and individuals on the current sanction list. The scope of the sanctions continues to be updated. The potential wide ranging economic impacts of the conflict remains unpredictable. The Company will continue to monitor the situation.
Future developments
The company's subsidiaries have continued to trade at levels in line with the FY21 result, which was not expected. There was an anticipated fallaway of revenue from the Covid 19 testing site project, however these remained on hire longer than expected. Those units came off hire during the latter part of FY22. In response, the Rental business has put several initiatives in place, including the planned expansion of building services for Healthcare. It is expected that this will compensate for the return of the testing buildings and will put us in a strong position for future growth of the Group.
Auditor
PricewaterhouseCoopers LLP were appointed as auditor to the company
during the year
and deemed to be reappointed under section 487(2) of the Companies Act 2006.
PREMIER MODULAR FINANCE LTD
Premier Modular Finance Ltd
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2021
- 3 -
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Going concern
The Company’s business activities, together with the factors likely to affect its future development, performance and position are set out in the strategic report. The strategic report further describes principal risks and uncertainties associated with the business together policies for managing these risks.
Having undertaken a going concern review, the Directors have considered the Company's principal risk areas, including the macroeconomic uncertainty caused by the Covid 19 pandemic and the Russian invasion of Ukraine, that they consider material to the assessment of going concern.
The Premier Modular Group, of which this company is part of, continued to trade at record levels after the year under review supported by our contracts for Covid 19 testing centres. Growth was not limited to these contracts, the underlying business also grew, demonstrating (as we did with the Hinkley Point C project) that we can grow the business whilst also layering on top a very large project.
FY22 results for the Group will be comparable to FY21 and the business is stress testing its FY23 budget to ensure that it can continue to move forward despite the tougher economic climate. Plans to assist this include greater exposure to education and healthcare projects and growth into northern Europe.
The Company's audit fees have been paid by another group company, Premier Modular Limited. The Company expects to have the continued support of other group companies and letters have been raised to this effect.
The directors are of the opinion that it is correct to continue to prepare the financial statements on a going concern basis.
On behalf of the board
Mr D C Harris
Director
21 October 2022
PREMIER MODULAR FINANCE LTD
Premier Modular Finance Ltd
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 30 JUNE 2021
- 4 -
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 101 “Reduced Disclosure Framework”, 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 101 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 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 also 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.
PREMIER MODULAR FINANCE LTD
Premier Modular Finance Ltd
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PREMIER MODULAR FINANCE LTD
- 5 -
Opinion
In our opinion, Premier Modular Finance Ltd’s financial statements:
-
give a true and fair view of the state of the company’s affairs as at 30 June 2021 and of its loss for the period from 17 December 2020 to 30 June 2021;
-
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework”, 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 Statement of financial position as at 30 June 2021; the Statement of comprehensive income and the Statement of changes in equity for the period then ended; and the notes to the financial statements, which include a description of the significant accounting policies.
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.
PREMIER MODULAR FINANCE LTD
Premier Modular Finance Ltd
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PREMIER MODULAR FINANCE LTD
- 6 -
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 period ended 30 June 2021 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 of the directors for the financial statements
As explained more fully in the Directors' responsibilities statement, 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.
PREMIER MODULAR FINANCE LTD
Premier Modular Finance Ltd
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PREMIER MODULAR FINANCE LTD
- 7 -
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.
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to Companies Act 2006, and we considered the extent to which non-compliance might have a material effect on the financial statements. 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 to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates and significant one-off or unusual transactions. Audit procedures performed by the engagement team included:
-
Discussions with management and those charged with governance including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;
-
Understanding and evaluation of the operating effectiveness of management’s entity level controls designed to prevent and detect irregularities;
-
Testing over period end adjustments;
-
Challenging assumptions and judgements made by management in their significant accounting estimates;
-
Identifying and testing unusual journal entries which could represent a heightened risk of manipulation of the financial performance of the business to ensure they are appropriate.
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.
PREMIER MODULAR FINANCE LTD
Premier Modular Finance Ltd
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PREMIER MODULAR FINANCE LTD
- 8 -
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.
Lee Wilkinson (Senior Statutory Auditor)
For and on behalf of PricewaterhouseCoopers LLP
21 October 2022
Chartered Accountants and Statutory Auditors
Leeds
Central Square
29 Wellington Street
Leeds
LS1 4DL
PREMIER MODULAR FINANCE LTD
Premier Modular Finance Ltd
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 JUNE 2021
- 9 -
Period
ended
30 June
2021
Notes
£'000
Interest income
4
1,125
Finance costs
5
(1,129)
Loss before taxation
(4)
Tax on (loss)/profit
6
Loss and total comprehensive income for the financial period
(4)
The above results all relate to continuing activities.
There is no difference between profit before taxation and profit for the financial period stated above and their historical cost equivalents.
The accompanying notes on pages 12 - 20 form an integral part of these financial statements.
PREMIER MODULAR FINANCE LTD
Premier Modular Finance Ltd
STATEMENT OF FINANCIAL POSITION
AS AT
30 JUNE 2021
30 June 2021
- 10 -
2021
Notes
£'000
£'000
Non-current assets
Investments
7
3,899
Trade and other receivables
9
7,436
11,335
Current assets
Trade and other receivables falling due within one year
9
36,261
36,261
Current liabilities
Trade and other payables
11
140
Net current assets
36,121
Total assets less current liabilities
47,456
Non-current liabilities
Borrowings
10
41,373
(41,373)
Net assets
6,083
Equity
Capital contribution reserve
12
6,087
Accumulated losses
(4)
Total equity
6,083
The financial statements were approved by the board of directors and authorised for issue on 21 October 2022 and are signed on its behalf by:
Mr D C Harris
Director
Company Registration No. 13088270
PREMIER MODULAR FINANCE LTD
Premier Modular Finance Ltd
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2021
- 11 -
Capital contribution reserve
Accumulated losses
Total
£'000
£'000
£'000
Balance at 17 December 2020
-
-
-
Period ended 30 June 2021:
Loss and total comprehensive income for the period
-
(4)
(4)
Transactions with owners in their capacity as owners:
Inception of loan notes
12
6,087
6,087
Balance at 30 June 2021
6,087
(4)
6,083
PREMIER MODULAR FINANCE LTD
Premier Modular Finance Ltd
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2021
- 12 -
1
Accounting policies
Company information
Premier Modular Finance Ltd is a private company limited by shares incorporated in England and Wales. The registered office is c/o Premier Modular Limited, Catfoss Industrial Estate, Catfoss Lane, Catfoss Airfield, Brandesburton, Driffield, East Yorkshire, YO25 8EJ.
The company's principal activities and nature of its operations are disclosed in the directors' report.
1.1
Accounting convention
The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.
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
£1
.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:
(a) the requirements of IFRS 7 'Financial Instruments: Disclosure';
(b) the requirements within IAS 1 relating to the presentation of certain comparative information;
(c) the requirements of IAS 7 'Statement of Cash Flows' to present a statement of cash flows;
(d) paragraphs 30 and 31 of IAS 8 'Accounting policies, changes in accounting estimates and errors' (requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued but is not yet effective); and
(
e
) the requirements of IAS 24 'Related Party Disclosures' to disclose related party transactions and balances between two or more members of a group.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The
financial statements
present information about the company as an individual entity and not about its group
.
Premier Modular Finance Ltd is a wholly owned subsidiary Premier Modular Holdings Ltd and the results of Premier Modular Finance Ltd are included in the consolidated financial statements of Premier Modular Holdings Ltd which are available from C/O Premier Modular Limited Catfoss Industrial Estate, Catfoss Lane, Catfoss Airfield, Brandesburton, Driffield, England, YO25 8EJ.
PREMIER MODULAR FINANCE LTD
Premier Modular Finance Ltd
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2021
1
Accounting policies
(Continued)
- 13 -
1.2
Going concern
Having undertaken a going concern review, the directors have considered the Company's principle risk areas, that they consider material to the assessment of going concern. The Company has the continued support of other group companies and letters have been raised to this effect. 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 it financial statements.
true
The Company’s business activities, together with the factors likely to affect its future development, performance and position are set out in the strategic report. The strategic report further describes principal risks and uncertainties associated with the business together policies for managing these risks.
Having undertaken a going concern review, the Directors have considered the Company's principal risk areas, including the macroeconomic uncertainty caused by the Covid 19 pandemic and the Russian invasion of Ukraine, that they consider material to the assessment of going concern.
The company continued to trade at record levels after the year under review supported by our contracts for Covid 19 testing centres. Our growth was not limited to these contracts, the underlying business also grew, demonstrating (as we did with the Hinkley Point C project) that we can grow the business whilst also layering on top a very large project.
FY22 results will be comparable to FY21 and the business is stress testing its FY23 budget to ensure that it can continue to move forward despite the tougher economic climate. Plans to assist this include greater exposure to education and healthcare projects and growth into northern Europe.
The directors are of the opinion that it is correct to continue to prepare the financial statements on a going concern basis.
1.3
Financial assets
Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Impairment of financial assets
Financial assets, other than those measured at fair value through profit or 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 financial asset, the estimated future cash flows of the investment have been affected.
PREMIER MODULAR FINANCE LTD
Premier Modular Finance Ltd
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2021
1
Accounting policies
(Continued)
- 14 -
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.4
Financial liabilities
The company recogni
s
es financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either
'
financial liabilities at fair value through profit or loss
'
or
'
other financial liabilities
'
.
Other financial liabilities
Other financial liabilities, including borrowings
, t
rade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs
directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method
.
For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the
company’s
obligations are discharged, cancelled, or they expire.
1.5
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.
Other reserves relate to a capital contribution reserve which has arisen due to loan notes issued by the entity's ultimate shareholder which carry a zero coupon rate. See further details as per note 9.
1.6
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
income statement
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.
PREMIER MODULAR FINANCE LTD
Premier Modular Finance Ltd
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2021
1
Accounting policies
(Continued)
- 15 -
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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
income statement
, 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 when the
company
has 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.
2
Operating profit
Audit fees for the period ended 30 June 2021 of
£5k
are borne by
Premier Modular Limited,
a fellow Group undertaking.
3
Employees
The average monthly number of persons (including directors) employed by the company during the period was:
2021
Number
Directors
4
The directors are remunerated by Premier Modular Limited, a fellow group undertaking.
4
Interest income
2021
£'000
Interest income
Interest receivable from group companies
1,125
PREMIER MODULAR FINANCE LTD
Premier Modular Finance Ltd
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2021
- 16 -
5
Finance costs
2021
£'000
Interest on financial liabilities measured at amortised cost:
Interest on loan note debt
1,125
Interest payable to group undertakings
4
1,129
6
Taxation
2021
£'000
The charge for the period can be reconciled to the loss per the income statement as follows:
2021
£'000
Loss before taxation
(4)
Expected tax credit based on a corporation tax rate of 19.00%
(1)
Group relief
1
Taxation charge for the period
-
In the March 2021 Budget, a change to the future UK corporation tax rate was announced, indicating that the rate will increase to 25% from April 2023. This was substantively enacted on 24 May 2021. Deferred tax balances at the reporting date are therefore measured at 25%.
7
Investments
Current
Non-current
2021
2021
£'000
£'000
Investments in subsidiaries
-
3,899
Fair value of financial assets carried at amortised cost
The directors consider that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.
PREMIER MODULAR FINANCE LTD
Premier Modular Finance Ltd
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2021
7
Investments
(Continued)
- 17 -
Movements in non-current investments
Shares in subsidiaries
£'000
Cost or valuation
At 17 December 2020
-
Capitalisation on zero coupon loan notes issued
3,899
At 30 June 2021
3,899
Carrying amount
At 30 June 2021
3,899
During the period, loan notes were transferred to Premier Modular Finance Ltd from the entity's ultimate shareholder, CS Capital Partners VM L.P., by way of an amendment and restatement deed. Premier Modular Finance Ltd are therefore the loan note holder of
£
11,335k notes with the entity's subsidiary, Net Zero Buildings Finance Limited. The loan notes carry a zero coupon rate and are redeemable on 20 December 2026. The loan notes have therefore been discounted to their net present value, with the discounting impact recognised within investments to reflect the contribution provided to the entity's subsidiary.
PREMIER MODULAR FINANCE LTD
Premier Modular Finance Ltd
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2021
- 18 -
8
Subsidiaries
Details of the company's subsidiaries at 30 June 2021 are as follows:
Name of undertaking
Address
Principal activities
Class of
% Held
shares held
Direct
Indirect
Premier Modular Ventures Ltd (1)
England
Holding
Original
100.00
-
Premier Modular Aquistions Ltd (1)
England
Holding
Original
0
100.00
Pipes UK (Holdings) Limited (1)
England
Holding
Original
0
100.00
Waco UK Holdings Limited (1)
England
Holding
Original
0
100.00
Premier Modular Limited (1)
England
Modular Buildings
Original
0
100.00
Waco Modular UK Limited (1)
England
Dormant
Original
0
100.00
Waco Modular Buildings UK Limited (1)
England
Dormant
Original
0
100.00
Net Zero Buildings Holding Limited (2)
England
Holding
Original
100.00
-
Net Zero Buildings Finance Limited (2)
England
Holding
Original
0
100.00
UK Energy Partners Ltd (2)
England
Trading
Original
0
100.00
Net Zero Buildings Limited (2)
England
Modular Buildings
Original
0
100.00
NZB Investments Limited (2)
England
Investment Company
Original
0
100.00
The registered office address
of the above subsidiaries
is
:
(1) Catfoss Industrial Estate, Catfoss Lane, Catfoss Airfield, Brandesburton, Driffield, YO25 8EJ
.
(2) Zero1 Wilbraham Road, Six Mile Bottom, Cambridgeshire, CB8 0UW
.
9
Trade and other receivables
Current
Non-current
2021
2021
£'000
£'000
Amounts owed by subsidiary undertakings
36,261
7,436
Amounts owed by subsidiary undertakings are repayable on demand and carry interest rate of 8%.
During the period, loan notes were transferred to Premier Modular Finance Ltd from the entity's ultimate controlling party, CS Capital Partners VM L.P., by way of an amendment and restatement deed. Premier Modular Finance Ltd are therefore the loan note holder of
£
11,335k notes with the entity's subsidiary, Net Zero Buildings Finance Limited. The loan notes carry a zero coupon rate and are redeemable on 20 December 2026. The difference between the amount recognised in receivables and the face value of the loan notes is recorded in investments (note 6), reflecting the interest free element of the loan. The receivable balance will increase to the face value over the period of the loan notes based on an effective interest rate.
10
Borrowings
Non-current
2021
£'000
Borrowings held at amortised cost:
Loan notes payable
41,373
PREMIER MODULAR FINANCE LTD
Premier Modular Finance Ltd
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2021
10
Borrowings
(Continued)
- 19 -
2021
£'000
Secured borrowings included above:
Loan notes payable
41,373
Included within loan notes are £36,124,946 8% secured loan notes
including
accrued interest of £1,1
24
,
945
. The loan notes are due to expire in 2031.
Also included within loan notes are £11,334,559 zero coupon loan notes. These loan notes are due to expire in 2031 and hence have been recognised at their net present value of £5,247,880 at inception. The discount will unwind each year based on the effective interest rate
.
The contribution received by the entity's ultimate shareholder, Cabot Square Capital LLP, by way of a zero coupon rate has been recognised within a capital contribution reserve.
Borrowings include the following amounts which fall due after more than five years:
Amounts payable other than by instalments
41,373
11
Trade and other payables
2021
£'000
Amounts owed to subsidiary undertakings
140
Amounts owed to Subsidiary undertakings are repayable on demand and carry interest rate of 3 month LIBOR plus 6.25%.
12
Capital contribution reserve
2021
£'000
At the beginning of the period
-
Inception of loan notes
6,087
At the end of the period
6,087
The capital contribution reserve has arisen from the inception of zero coupon loan notes as described in note 10.
PREMIER MODULAR FINANCE LTD
Premier Modular Finance Ltd
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2021
- 20 -
13
Events after the reporting date
During FY22 a Dutch company, Premier Modular (Netherlands) B.V., was created as a 100% subsidiary of Premier Modular Limited (PML) in order to improve chances of winning work in the Netherlands. A current contract was already being undertaken in the Netherlands through a UK customer. This will increase PML presence and provide an opportunity to expand into foreign markets.
On 13
th
December 2021, the £35m 8% loan notes held in Premier Modular Finance Limited (PMF), an intermediate holding company above Premier Modular Limited in the group, were admitted to the Official List of The International Stock Exchange. PMF have permission to list up to £50m of loan notes and unlimited payment in kind notes.
On 16
th
December 2021, the external loan facility held by Premier Modular Acquisitions Limited (PMA), an intermediate holding company above Premier Modular Limited, was increased by a further £20m to £45m. This was used to repay £13.9m of the £35m, 8% loan notes held by PMF with the major shareholder and party with ultimate control, Cabot Square Capital LLP, plus interest of £0.9m, Furthermore, £4.7m zero coupon notes with Cabot and £0.05m preference shares were also redeemed.
On 19
th
January 2022, £7.5m excess cashflow was used to repay £5.3m of the £35m, 8% loan notes held by PMF with Cabot plus interest of £0.4m. Furthermore £1.8m zero coupon notes with Cabot and £0.02m preference shares were also redeemed.
On 24
th
February 2022, Ukraine was invaded by Russian forces. As a consequence, many Governments globally imposed sanctions. The Company has no direct exposure to the impacted countries, entities and individuals on the current sanction list. The scope of the sanctions continues to be updated. The potential wide ranging economic impacts of the conflict remains unpredictable. The Company will continue to monitor the situation.
14
Controlling party
The immediate holding company is Premier Modular Holdings
Lt
d, which is incorporated and registered in the United Kingdom.
C
S Capital Partners V,
L.P
. is considered to be the ultimate controlling party as at the balance sheet date.
Premier Modular Holdings Ltd
is the parent undertaking of the largest and smallest group of undertakings to consolidate these financial statements at
30 June 2021
. The consolidated financial statements of Premier Modular Holdings
Lt
d are available from Companies
H
ouse.
2021-06-30
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Mr C Glover
Mr D C Harris
Mr D Allison
Mr K J Maddin
Mr J T Page
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