ACCOUNTS - Final Accounts
ACCOUNTS - Final Accounts
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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2021
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TGM UK BIDCO LIMITED
CONTENTS
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TGM UK BIDCO LIMITED
COMPANY INFORMATION
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TGM UK BIDCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
The directors present their strategic report on the group for the year ended 31 December 2021. The principal activity of the Company was a holding company for subsidiary undertakings that are book publishers.
Owing to the Company's activities as a holding company there are no Key Performance indicators.
During the year the Company increased its holding in the Walker Books Limited to 100% (2020: 98.1%). The principal activity of the Walker Books Limited group was that of book publishers.
The results for the year ended 31 December 2021 shows a loss after taxation of £1,000 and net current liabilities of £135,140,000. The Company has net current liabilities of £135,140,000 principally as a result of short term payables due to group entities and deferred consideration associated with the transaction. The parent entity has confirmed that it will not recall amounts due to it for a period of at least twelve months from the date of signing these financial statements and will continue to fund payments associated with the above acquisition.
The Company funds its operations using loans from group companies. The Company does not use derivative financial instruments.
∙Liquidity risk: Significant short term liabilities are due as a result of remaining amounts payable on acquisition of the shares in Walker Books Limited and due to the ultimate parent company. The ultimate parent company has confirmed that they will continue to make available the necessary funds to settle acquisition related liabilities and will not recall short term funding made available to the group for the foreseeable future. The group prepares a monthly cash flow forecast which is reviewed by the board covering the next twelve months. The forecast is reviewed in light of the facilities available to the group to ensure that there is adequate liquidity. The board considers that the group will have adequate resources for the foreseeable future. The directors expect to convert the current liabilities to equity within the next 12 months.
The board of directors of TGM UK Bidco Limited have considered, both collectively and individually, that they have acted in a way they consider that, in good faith, would be most likely to promote the success of the company for its member and its stakeholders as a whole. The directors have considered the requirements of Section 172 (1)(a) to (f) as follows:
a) The likely consequences of any decision in the long term The directors consider the medium and long term impact of decisions when formulating plans and strategic direction for the company. The directors set long term plans in agreement with the company's members, with annual forecasts and reforecasts in the event of material changes in circumstances being prepared.
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TGM UK BIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
b) The interests of the company's employees
Given the principal activity as a holding company, there were no employees during the current year or previous period and no intention to hire any in the near future.
c) The need to foster the company's business relationships with suppliers, customers and others
Management work closely with their suppliers to build long term relationships and common goals. The aim is to work with suppliers in an environment that reflects the values and behaviours Management would expect from themselves, including ensuring adherence to strict anti bribery and corruption policies.
d) The impact of the company's operations on the community and environment
The directors are mindful of the business impact on the general community and the society we operate within. The directors regularly consider our environmental impact, and seek to reduce wherever possible our environmental footprint. The company operates an ethical and environmental policy to reduce any adverse impact that may be caused by its activities.
e) The desirability of the company maintaining a reputation for high standards of business conduct
The directors believe it is crucial that the company is trusted by all stakeholders to maintain the highest standards in business and corporate governance. The intention is to behave responsibly and ensure that management operate the business in an accountable manner and, in doing so, will contribute to the continued success of the company.
f) The need to act fairly as between members of the company
The Directors consider the declaration of a dividend on an annual basis after taking into account the interests of the members, the results of the Company and the financial position of the Company.
This report was approved by the board and signed on its behalf.
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TGM UK BIDCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
The directors present their report and the financial statements for the year ended 31 December 2021.
The loss for the year, after taxation, amounted to £1,000 (2020 - loss £4,000).
The directors do not recommend a dividend.
The directors who served during the year were:
As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.
This report was approved by the board and signed on its behalf.
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TGM UK BIDCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2021
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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TGM UK BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TGM UK BIDCO LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2021
We have audited the financial statements of TGM UK Bidco Limited (the 'Company') for the year ended 31 December 2021, which comprise the Profit and loss account, the Balance sheet, the Statement of changes in equity and the notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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. We are independent of the 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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 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.
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 contained within the Annual Report. 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.
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TGM UK BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TGM UK BIDCO LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.
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TGM UK BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TGM UK BIDCO LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
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.
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:
∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙we identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge and experience;
∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including the Companies Act 2006 and taxation legislation;
∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
∙performed analytical procedures to identify any unusual or unexpected relationships;
∙tested a sample of journal entries to identify unusual transactions;
∙assessed whether judgements and assumptions made in determining the accounting estimates set out in were indicative of potential bias; and
∙investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙enquiring of management as to actual and potential litigation and claims; and
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
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TGM UK BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TGM UK BIDCO LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
Auditor's responsibilities for the audit of the financial statements (continued)
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
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.
for and on behalf of
Chartered Accountants
Statutory Auditor
16 Great Queen Street
Covent Garden
WC2B 5AH
Date:
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TGM UK BIDCO LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2021
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TGM UK BIDCO LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2021
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 22 form part of these financial statements.
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TGM UK BIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021
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TGM UK BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
TGM UK Bidco Limited is a private company limited by shares and incorporated in England and Wales. The address of its registered office and principal place of business is 5th Floor, 10 Finsbury Square, London, England, EC2A 1AF.
The principal activity of the Company during the year was that of an investment holding company. The comparative figures covers the period from incorporation, being 13 November 2019, to 31 December 2020. Therefore, the comparative figures are not entirely comparable. The financial statements are presented in Sterling (£) and rounded to the nearest thousand (£'000).
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The Company was, at the end of the year, a wholly-owned subsidiary of TGM UK Holdings Limited, a company incorporated in England and Wales, whose registered address is 5th Floor, 10, Finsbury Square, London, England, EC2A 1AF. In accordance with the exemption given in Section 400 of the Companies Act 2006, the Company is not required to produce, and has not published, consolidated accounts.
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102:
∙Section 3 Financial Statement Presentation paragraph 3.17(d) (inclusion of statement of cash flows);
∙Section 7 Statement of Cash Flows (inclusion of statement of cash flows);
∙Section 11 Financial Instruments paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c) (disclosures relating to financial instruments);
∙Section 33 Related Party Disclosures paragraph 33.7 (disclosures of key management personnel compensation).
The Company is included in the consolidated financial statements of TGM UK Holdings Limited for the year ended 31 December 2021 and these financial statements may be obtained from Companies House.
The following principal accounting policies have been applied:
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TGM UK BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
2.Accounting policies (continued)
The Company has net current liabilities of £135,140,000 (2020 restated - £125,940,000) at the reporting date. This has arisen due to intercompany financing received to fund the acquisition of Walker Books Limited of £142,371,000 (2020 restated - £139,726,000) and short term deferred consideration of £81,517,000 (2020 restated - £77,471,000). The ultimate parent entity, Trustbridge Global Media Holdings Co. Limited has confirmed that it will not recall the amounts due to it for a period of twelve months from the date of signing these financial statements. Deferred consideration is held in Escrow and is therefore effectively pre-funded by the parent entity.
The directors have reviewed cash flow projections for the acquired group and are satisfied that the group will be sufficiently cash generative to address working capital requirements and required payments on third party facilities. Accordingly, the directors are satisfied that the group has sufficient resources to continue to settle liabilities as the fall due and has prepared the financial statements under the going concern basis.
Functional and presentation currency
Transactions and balances
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TGM UK BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
2.Accounting policies (continued)
The Company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.
Financial assets and financial liabilities are recognised when the Company becomes party to the contractual provisions of the instrument. Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.
The Company’s policies for its major classes of financial assets and financial liabilities are set out below.
Financial assets
Basic financial assets, including cash and bank balances and intercompany financing, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.
Financial liabilities
Basic financial liabilities, including other creditors and loans from fellow group companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
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TGM UK BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
2.Accounting policies (continued)
Impairment of financial assets
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date. For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
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TGM UK BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
2.Accounting policies (continued)
The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income. Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Ordinary shares are classified as equity.
During the preparation of the financial statements for the year ended 31 December 2021, the directors identified a material adjustment affecting the comparative figures for the period ended 31 December 2020. The error relates to debtors and liabilities relating to the investment acquisition not being recognised. There is no impact on the profit and loss account or retained earnings. The impact on the balance sheet is, Other debtors increased by £89,034,000, Amounts owed to group undertakings increased by £73,044,000, Other creditors within 1 year increased by £5,990,000, and Other creditors due after 1 year increased by £10,000,000.
The Company has no employees other than the directors, who did not receive any remuneration.
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TGM UK BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the corporation tax rate would increase to 25% for companies with profits of over £250,000. A small profits rate will also be introduced for companies with profits of £50,000 or less so that they will continue to pay corporation tax at 19%. From this date companies with profits between £50,000 and £250,000 will pay tax at the main rate reduced by a marginal relief providing a gradual increase in the effective corporation tax rate. This new law was substantively enacted on 24 May 2021.
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TGM UK BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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TGM UK BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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TGM UK BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
Profit and loss account
The Company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.
Transactions with other related parties are as follows: During the period to 31 December 2020 the Company loaned £1,473,000 to Walker Books Limited. At the 31 December 2020 the Company was owed £1,473,000 from Walker Books Limited. During the year the Company acquired the remaining net assets of Walker Books Limited, including its subsidiaries. At 31 December 2021 Walker Books Limited was a wholly owned part of the group. Amounts owed to related parties are unsecured, accrue interest at 2.25% per annum and are repayable on demand.
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TGM UK BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
The immediate parent undertaking is TGM UK Holdings Limited.
The parent undertaking of the smallest group of undertakings for which group financial statements are drawn up and of which the company is a member is TGM UK Holdings Limited, whose registered office is at 5th Floor, 10 Finsbury Square, London, England, EC2A 1AF. Copies of these group financial statements are available to the public from Companies House. The ultimate parent company is Trustbridge Global Media Holdings Co., Ltd, a company incorporated in the Cayman Islands. In the opinion of the directors there is no ultimate controlling party.
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