ODG_New_UK_FinCo_Limited - Accounts

Company Information

Strategic Report

Directors' Report

Statement of Directors' Responsibilities

Independent Auditor's Report

Statement of Comprehensive Income

Statement of Financial Position

Statement of Changes in Equity

Notes to the Financial Statements

Áine Kavanagh (Irish)

Richard Wogan (Irish)

3 More London Riverside

London

SE1 2AQ

Gunnercooke

1 Cornhill

London

W4 5YE

Crowe Ireland

Chartered Accountants and Statutory Audit Firm

Marine House

Clanwilliam Place

Dublin 2

Ireland

The directors present their report for the year ended 30 September 2020.

The company made a loss before tax of $1,503,381 compared to a loss of $1,820,433 in 2019. The company made an operating profit of $5,318 compared to an operating loss of $334,318 in 2019.

After crediting tax of $Nil (2019: $Nil) a loss of $1,503,381 (2019: $1,820,433) has been transferred to reserves. Shareholder's deficit at 30 September 2020 amounted to $4,058,759 (2019: Deficit of $2,555,378).

The comparative period is for the year ending 30 September 2019.

Both the level of business and the year end financial position were in line with expectations.

The company does not carry on an active trade so the range of risks that it is directly exposed to is very limited. However, it is indirectly exposed to the risks and uncertainties facing other group companies which are summarised below:

- the pace with which new communications products and services emerge;

- the nature and pace of technological change within the communications industry;

- the extent to which consolidation within the communications industry will continue;

- the extent to which communications services will continue to converge;

- the increasing need for communications service providers to reduce costs and retain high value customers in a highly competitive environment; and

- general global economic conditions, particularly market conditions in the communications industry.

To the fullest possible extent we believe the company has taken sufficient measures to mitigate these risks and uncertainties and turn these into opportunities for future growth.

Approved by the Board on 15 June 2021 and signed on its behalf by:

.........................................

Áine Kavanagh (Irish)

Director

The directors present their report and the financial statements for the year ended 30 September 2020.

The directors, who held office during the year and to the date of this report, were as follows:

Áine Kavanagh (Irish)

Richard Wogan (Irish)

No dividend was paid to the parent company during the year (2019: $Nil).

Profit/loss on ordinary activities and amounts due from fellow subsidiary undertakings are sensitive to movements in exchange rates between US Dollar and Sterling.

Our interest expense and income are sensitive to changes in interest rates, as are our cash reserves and our loans due to/from other group undertakings.

There were no political donations made during the year (2019: $Nil).

It is the intention of the directors for the company to be liquidated at some point in the future.

The company has not applied any corporate governance code for the financial year due to the size of the company and its status as a limited company. The directors have reviewed the UK Corporate Governance Code 2018 during the financial year, identifying and implementing sections that they consider best practice for a company of this size. Any sections that have not been implemented have been noted and will be re-assessed on a period basis, as will the requirement for full application of governance code.

The directors expect that the company will enter liquidation within 12 months of the signing date of these financial statements and as a result these financial statements have been prepared on a wind-up basis. All assets have been stated at their recoverable amounts and are classified as current assets, provision has been made for future losses and all liabilities have been classified as current liabilities. It is expected that all costs of liquidation will be borne by a group undertaking.

The Company has a loan payable to Vubiquity Inc. of $30,922,845.79 along with interest accrued of $2,228,035.53 as of 30 September 2020. On 28 April 2021, Vubiquity Inc. has waived its right to disbursement of the loan and corresponding accrued interest.

In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of Crowe Ireland as auditor of the company is to be proposed at the forthcoming Annual General Meeting.

Approved by the Board on and signed on its behalf by:

.........................................

Áine Kavanagh (Irish)

Director

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Approved by the Board on 15 June 2021 and signed on its behalf by:

.........................................

Áine Kavanagh (Irish)

Director

•

•

•

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 Auditor's responsibilities for the audit of the financial statements section of our report below. 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 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.

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information.

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 there is a material misstatement in 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 in this regard.

In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosures made in the notes to the financial statements. The directors have resolved to wind up the company within the next 12 months and the financial statements have not been prepared on a going concern basis. The Financial Statements have been prepared on a break up basis which in the main, use the accounting policies noted in the respect of the basis of preparation and going concern, to which we draw your attention to.

In our opinion, based on the work undertaken in the course of the audit:

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the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

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:

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adequate accounting records have not been kept; or

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the financial statements are not in agreement with the accounting records and returns; or

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certain disclosures of directors' remuneration specified by law are not made; or

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we have not received all the information and explanations we require for our audit.

As explained more fully in the Statement of Directors' Responsibilities set out on page 5, 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 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.

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 auditor's 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.

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 auditor's 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 an auditor's 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.

......................................

(Senior Statutory Auditor)

For and on behalf of

Chartered Accountants and Registered Auditors

Marine House

Clanwilliam Place

Dublin 2

Ireland

The above results were derived from continuing operations.

Approved by the Board on and signed on its behalf by:

.........................................

Áine Kavanagh (Irish)

Director

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

The financial statements have been prepared in accordance with Financial Reporting Standard 101, ‘Reduced Disclosure Framework', issued by the Financial Reporting Council and the Companies Act 2006.

The financial statements have been prepared under the historical cost convention, except that as disclosed in the accounting policies.

The financial statements are denominated in US dollar ("$") which is the functional currency of the company.

The company has taken advantage of the following disclosure exemptions under FRS 101:

(a) the requirements of IFRS 7 Financial Instruments: Disclosures;

(b) the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement;

(c) the requirements of paragraphs 10(d), 10(f), 38A-D, 40A-D and 134-136 of IAS 1 Presentation of Financial Statements;

(d) the requirements of IAS 7 Statement of Cash Flows;

(e) the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

(f) the requirements of paragraph 17 of IAS 24 Related Party Disclosures;

(g) the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member;

(h) the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of paragraph 73(e) of IAS 16 Property, Plant and Equipment and paragraph 118(e) of IAS 38 Intangible Assets;

(i) the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets; and

(j) the requirements of paragraphs 45(b) and 46-52 of IFRS 2 Share based Payment: because the share based payments concerns the instruments of another group entity.

None of the standards, interpretations and amendments effective for the first time from 1 October 2019 have had a material effect on the financial statements.

The directors expect that the company will enter liquidation within 12 months of the signing date of these financial statements and as a result these financial statements have been prepared on a wind-up basis. All assets have been stated at their recoverable amounts and are classified as current assets, provision has been made for future losses and all liabilities have been classified as current liabilities. It is expected that all costs of liquidation will be borne by a group undertaking.

These financial statements present information about the company as an individual undertaking and not about its group. The company has availed of the exemption in Section 400 of the Companies Act 2006 from preparing and delivering consolidated financial statements. The results of the company and all of its subsidiaries are included in the consolidated financial statements of its ultimate parent, Amdocs Limited, a company incorporated in Guernsey.

Subsidiaries are all entities that the company controls. Investments in subsidiary companies are initially recognised at cost, being the fair value of the consideration given. After initial recognition investments are stated at cost less provision for impairment in accordance with IAS 36 "Impairment of assets". If the carrying amount exceeds the recoverable amount then the carrying value of the investment is written down to its recoverable amount..

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

The company assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the company makes an estimate of the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or cash generating unit's fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in statement of comprehensive income. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset's revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

The difference between fair value of the amount received for share capital and the nominal value of the share capital issued is transferred to the share premium account.

Dividend distribution to the company's shareholders is recognised as a liability in the company's financial statements in the period in which the dividends are approved by the company's shareholders.

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:

• the assets are held within a business model whose objective is to hold assets in order to collect contractual cash flows; and

• the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

If either of the above two criteria is not met, the financial assets are classified and measured at fair value through the profit or loss ("FVTPL").

If a financial asset meets the amortised cost criteria, the company may choose to designate the financial asset at FVTPL. Such an election is irrevocable and applicable only if the FVTPL classification significantly reduces a measurement or recognition inconsistency.

A financial asset is measured at FVTOCI only if it meets both of the following conditions and is not designated as at FVTPL:

• the asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and

• the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

On initial recognition of an equity investments that is not held for trading, the company may irrevocably elect to present subsequent changes in fair value in OCI. This election is made on an investment-by-investment basis.

If an equity investment is designated as FVTOCI, all gains and losses, except for dividend income, are recognised in other comprehensive income and are not subsequently included in the statement of comprehensive income.

Financial assets not otherwise classified above are classified and measured as FVTPL.

For purposes of subsequent measurement, financial assets are classified in four categories:

• Financial assets at amortised cost (debt instruments);

• Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments);

• Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments); and

• Financial assets at fair value through profit or loss.

The company has not designated any financial assets at fair value through OCI nor profit or loss.

This category is the most relevant to the company. Financial assets at amortised cost are subsequently measured using the effective interest rate ("EIR") method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.

The company's financial assets at amortised cost includes trade and other debtors.

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e., removed from the company's statement of financial position) when:

• The rights to receive cash flows from the asset have expired; or

• The company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through' arrangement; and either (a) the company has transferred substantially all the risks and rewards of the asset, or (b) the company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership.

When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the company continues to recognise the transferred asset to the extent of its continuing involvement. In that case, the company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the company has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the company could be required to repay.

Financial liabilities are classified at initial recognition as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The company's financial liabilities may include trade and other payables and loans and borrowings including bank overdrafts.

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.

The company has not designated any financial liability as at fair value through profit or loss.

This is the category most relevant to the company. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss.

A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

The preparation of the financial statements required management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the period. However the nature of estimation means the actual outcomes could differ from those estimates. The following are the company's key sources of estimation uncertainty:

The company assesses at each reporting date whether an asset may be impaired. If any such indication exists the company estimates the recoverable amount of the asset. Where there are indicators of impairment of individual assets, the company performs impairment tests based on fair value less cost to sell or a value in use calculation, The fair value less costs to sell calculation is based on available data from binding sales transactions in an arm's length transaction on similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a discounted cash flow model.

Arrived at after charging/(crediting)

The company had no employees in the current year or prior period.

The directors did not receive any remuneration or benefit for qualifying services in either the current year or the prior year.

Tax charged/(credited) in the statement of comprehensive income:

The tax on loss for the year is the same as the standard rate of corporation tax in the UK of 19% (2019 - the same as the standard rate of corporation tax in the UK of 19%).

The differences are reconciled below:

The directors are not aware of any factors that will materially affect the rate of corporation tax in the foreseeable

future.

The UK corporation tax rate reduced from 20% to 19% effective for the years commencing 1 April 2017, 2018 and 2019. This rate had been enacted on 18 November 2015 when the Finance (No. 2) Bill 2015 received Royal Assent. The UK corporation rate further reduces to 17% in respect of years commencing after 1 April 2020. This rate had been enacted on 15 September 2016 when the Finance Bill 2016 received Royal Assent. The 17% rate is only relevant for the purpose of deferred tax (if applicable).

There are $5,319,170 of unused tax losses (2019 - $5,324,488) for which no deferred tax asset is recognised in the statement of financial position.

The investments were re-classified to short term investments during the year, as it is the directors intention to liquidate the Company within 12 months of the signing of these financial statements.

Details of the principal investments held by the company at 30 September 2020 of which the company holds, directly or indirectly, at least 20% of the nominal value of any class of share capital are as follows:

ODG Foreign HoldCo Limited

Ordinary

100.00%

ODG Foreign IP HoldCo Limited

Ordinary

100.00%++

Vubiquity Group Limited

Ordinary

100.00%++

Vubiquity Management Limited

Ordinary

100.00%++

FilmFlex Movies Limited

Ordinary

100.00%++

ODG Deutschland GmbH

Ordinary

100.00%++

On Demand Verwaltungs GmbH

Ordinary

100.00%++

On Demand Deutschland GmbH & Co KG

Ordinary

100.00%++

++ held by a subsidiary undertaking

The subsidiary undertakings are engaged in content aggregation and management services.

Amounts owed to group undertakings are unsecured, bear interest at commercial rates and are repayable in full within one year of granting. The Company has a loan payable to Vubiquity Inc. of $30,922,845.79 along with interest accrued of $2,228,035.53 as of 30 September 2020. On 28 April 2021, Vubiquity Inc. has waived its right to disbursement of the loan and corresponding accrued interest.

Non-current amounts owed to group undertakings are unsecured and bear interest at commercial rates. Interest is payable annually. The Company has a loan payable to Vubiquity Inc. of $30,922,845.79 along with interest accrued of $2,228,035.53 as of 30 September 2020. On 28 April 2021, Vubiquity Inc. has waived its right to disbursement of the loan and corresponding accrued interest. As such, the balance has been reclassed to Creditors due within one year (Note 10).

This relates to the unconditional, irrevocable gift of funds from a fellow group company. No consideration was granted in respect of these funds and no party acquired rights of any nature against the company in respect of the funds advanced or otherwise.

In common with other companies which are members of a group of companies, the financial statements reflect the effect of such membership. The company has availed of the exemption provided in Financial Reporting Standard 101, Reduced Disclosure Framework, for wholly owned subsidiary undertakings within the group, from the requirement to give details of transactions with entities that are part of the group.

The company's immediate parent is Vubiquity Inc..

The ultimate parent is Amdocs Limited. The financial statements for Amdocs Limited are available from the company's website: www.amdocs.com.

The Company has a loan payable to Vubiquity Inc. of $30,922,845.79 along with interest accrued of $2,228,035.53 as of 30 September 2020. On 28 April 2021, Vubiquity Inc. has waived its right to disbursement of the loan and corresponding accrued interest.

These financial statements were authorised for issue by the Board on 15 June 2021.