Registered number: 13950011
AUDITED
DIRECTORS' REPORT
AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
31 DECEMBER 2022 |
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SK JV BIDCO LIMITED
COMPANY INFORMATION
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SK JV BIDCO LIMITED
CONTENTS
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SK JV BIDCO LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2022
The Directors present their report and the financial statements for the period ended 31 December 2022.
The Directors are responsible for preparing the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the Directors are required to:
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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Company was incorporated on 2 March 2022 and began trading on that date.
The profit for the period, after taxation, amounted to £2,454,000.
No dividends were declared or paid in the period.
The Directors who served during the period were:
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SK JV BIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
In reviewing the current financial position of the Group, the Directors have noted that at the reporting date the Group had net current liabilities of £13,617,000, net assets of £17,455,000, profit before tax for the year of £3,026,000 and cash generated from operations during the year of £2,266,000.
The Directors of the Group have prepared cash flow forecasts for a period of 12 months from the date of approval of these financial statements. Those cash flow forecasts show that the Group is able to continue to operate within the existing facilities available. The Directors have also given due consideration to the future plans for the Company, the profile of debt maturities and the covenants associated with the bank facility. In addition, the Directors of the Group have obtained a letter of support from the joint venture partners, MREF V Storage Holdings Limited and Stor-Age International (Pty) Ltd, which confirms that financial support will be provided, if required, to allow the the Group to meet its liabilities as they fall due for a period of at least 12 months from the approval of these financial statements. As a result of this assessment, the Directors are confident about the ability of the Group to continue as a going concern. Thus, the Directors continue to adopt the going concern basis of accounting in preparing the annual financial statements.
The auditors, BDO LLP, were appointed in the period and will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
In preparing this report, the Directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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SK JV BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SK JV BIDCO LIMITED
Independence We are independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements.
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.
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 Group's or the Parent 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.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
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SK JV BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SK JV BIDCO LIMITED (CONTINUED)
The Directors are responsible for the other information. The other information comprises the information included in the Audited Directors' Report and Financial Statements, other than the financial statements and our auditors' report 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.
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 course of 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Directors' Report has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.
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SK JV BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SK JV BIDCO LIMITED (CONTINUED)
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.
Extent to which the audit was capable of detecting irregularities, including fraud
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: Non compliance with laws and regulations Based on:
∙Our understanding of the Group and the industry in which it operates;
∙Discussion with management and those charged with governance; and
∙Obtaining and understanding of the Group’s policies and procedures regarding compliance with laws and regulations.
We considered the significant laws and regulations to be the applicable accounting standards and the Companies Act 2006. The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. Our procedures in respect of the above included:
∙Review of minutes of meeting of those charged with governance for any instances of non-compliance with laws and regulations;
∙Review of financial statement disclosures and agreeing to supporting documentation; and
∙Review of legal expenditure accounts to understand the nature of expenditure incurred.
Fraud We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
∙Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;
∙Obtaining an understanding of the Group’s policies and procedures relating to:
- Detecting and responding to the risks of fraud; and - Internal controls established to mitigate risks related to fraud.
∙Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud;
∙Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
∙Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and
∙Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by these.
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SK JV BIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SK JV BIDCO LIMITED (CONTINUED)
Our procedures in respect of the above included:
∙Testing a sample of journal entries throughout the year, which met a defined risk criteria, by agreeing to supporting documentation; and
∙Assessing significant estimates made by management, including the valuation of freehold property for bias.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that 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, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
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 Auditors' Report.
This report is made solely to the Parent Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
BDO LLP, Statutory Auditor
London, UK
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
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SK JV BIDCO LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2022
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SK JV BIDCO LIMITED
REGISTERED NUMBER: 13950011
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2022
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 13 to 25 form part of these financial statements.
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SK JV BIDCO LIMITED
REGISTERED NUMBER: 13950011
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2022
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SK JV BIDCO LIMITED
REGISTERED NUMBER: 13950011
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2022
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 13 to 25 form part of these financial statements.
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SK JV BIDCO LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022
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SK JV BIDCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022
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SK JV BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
SK JV Bidco Limited is a private company, limited by shares and incorporated in England and Wales, registration number
2.Accounting policies
These financial statements are presented in sterling, which is the functional currency of the Company and Group and rounded to the nearest £'000 unless otherwise stated. The Company was incorporated on 2 March 2022 and began trading on that date.
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SK JV BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
The Group acquires subsidiaries that own investment properties. At the time of acquisition, the Group considers whether each acquisition represents the acquisition of a business or the acquisition of an asset. The Directors consider whether a set of activities and assets which include an input and a substantive process that together significantly contribute to the ability to create outputs has been acquired in determining whether the acquisition represents the acquisition of a business. The Group has not purchased, and does not intend to purchase, any subsidiaries which incorporate any assets other than investment property. Where such acquisitions are not judged to be the acquisition of a business, they are not treated as business combinations. Rather, the cost to acquire the corporate entity is allocated between the identifiable assets and liabilities of the entity based upon their relative fair values at the acquisition date. Accordingly, no goodwill or deferred tax arises. All corporate acquisitions during the period have been treated as asset purchases rather than business combinations because the fair value of the subsidiaries assets acquired is concentrated into a single asset, investment property, and therefore is not a business combination. The Directors of the Group have prepared cash flow forecasts for a period of 12 months from the date of approval of these financial statements. Those cash flow forecasts show that the Group is able to continue to operate within the existing facilities available. The Directors have also given due consideration to the future plans for the Company, the profile of debt maturities and the covenants associated with the bank facility. In addition, the Directors of the Group have obtained a letter of support from the joint venture partners, MREF V Storage Holdings Limited and Stor-Age International (Pty) Ltd, which confirms that financial support will be provided, if required, to allow the the Group to meet its liabilities as they fall due for a period of at least 12 months from the approval of these financial statements. As a result of this assessment, the Directors are confident about the ability of the Group to continue as a going concern. Thus, the Directors continue to adopt the going concern basis of accounting in preparing the annual financial statements. Revenue is attributable to renting storage units to customers and selling merchandise. Storage rental and related income is recognised over the period in which the storage change unit is occupied by the customers on a straight line basis. Other income is recognised when performance obligations of the relevant service or goods are met.
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SK JV BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
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SK JV BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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SK JV BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the Balance Sheet.
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SK JV BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
Valuation of Investment Property In arriving at the valuation of the Group's investment properties, the Directors used estimates of the property's future operating income streams. Investment yields are applied based on historical experience and advice from independent advisors. The future income streams are estimated based on current contractual arrangements. Management takes into account a number including the impact of real estate market and demand and varying occupancy rates to arrive at the period end value. Classiciation of the acquisitions in the period as an asset acquisition The acquisition of the subsidiaries has been recxognised as an asset acquisition rather than a business combination. The accounting treatment applied is set out in note 2.3.
The whole of the turnover is attributable to the Group's principal activity.
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SK JV BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
On 3 March 2021, the UK Chancellor of the Exchequer announced that the corporation tax rate would increase to a maximum of 25% from 1 April 2023. This was substantively enacted on 24 May 2021. 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, based on tax law and the corporation tax rates that have been enacted, or substantively enacted, at 31 December 2022. As such, the deferred tax rate applicable at 31 December 2022 is 25% and deferred tax has been re-measured at this rate.
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SK JV BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
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SK JV BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
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SK JV BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
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SK JV BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
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SK JV BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
During the period the Company issued 2,000 ordinary shares which were subscribed to at par.
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SK JV BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
Share premium account
Profit and loss account
The Company's immediate parent companies are
The ultimate parent and controlling party is
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