Company Registration No. 12239421 (England and Wales)
CI GGL LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
PAGES FOR FILING WITH REGISTRAR
CI GGL LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
3 - 7
CI GGL LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2021
31 December 2021
- 1 -
2021
2020
Notes
£
£
£
£
Fixed assets
Investments
4
52,078,822
57,229,043
Current assets
-
-
Creditors: amounts falling due within one year
6
(33,755,940)
(40,131,490)
Net current liabilities
(33,755,940)
(40,131,490)
Total assets less current liabilities
18,322,882
17,097,553
Capital and reserves
Called up share capital
7
10
10
Profit and loss reserves
18,322,872
17,097,543
Total equity
18,322,882
17,097,553
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.
true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 29 September 2022 and are signed on its behalf by:
J Goldstein
Director
Company Registration No. 12239421
CI GGL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021
- 2 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 2 October 2019
Period ended 31 December 2020:
Profit and total comprehensive income for the period
-
17,097,543
17,097,543
Issue of share capital
7
10
-
10
Balance at 31 December 2020
10
17,097,543
17,097,553
Period ended 31 December 2021:
Profit and total comprehensive income for the period
-
1,225,329
1,225,329
Balance at 31 December 2021
10
18,322,872
18,322,882
CI GGL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
- 3 -
1
Accounting policies
Company information
CI GGL Limited
is a
private
company
limited by shares
incorporated in
England and Wales
.
The registered office is
116 Upper Street, London, England, N1 1QP.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in
sterling
, which is the functional currency of the company.
Monetary a
mounts
in these financial statements are
rounded to the nearest £.
The financial statements have been prepared under the historical cost convention and include certain financial instruments at fair value. The principal accounting policies adopted are set out below.
1.2
Going concern
The financial statements have been prepared on a going concern basis, which assumes the company will be able to meet its liabilities as and when they fall due for the foreseeable future.
true
The company has received confirmation of financial support from CH Capital A Holdings LLC in respect of amounts owed as at the year end included within other creditors. Although considered repayable on demand this amount will not be recalled for a period of at least twelve months following the approval of these financial statements so as not to impact the going concern status of the company and its ability to meet its liabilities as they fall due, unless the company has sufficient financial means for such repayment. In addition, CH Capital A Holdings LLC has agreed to provide £50,000 for support of ongoing expenses during the period to 31 December 2023.
The directors therefore consider it appropriate to prepare the company's accounts on a going concern basis.
1.3
Reporting period
The comparative figures relate to the period from 2 October 2019 to 31 December 2020. The current period figures relate to the year ending 31 December 2021. Therefore the comparative amounts presented in the financial statements (including the related notes) are not entirely comparable.
1.4
Fixed asset investments
Investments comprise investments in unquoted equity instruments which are initially measured at transaction price excluding transaction costs and are subsequently measured at fair value at each reporting date. Changes in fair value are recognised through the profit and loss.
1.5
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset
, with
the net amounts presented in the financial statements
,
when there is a legally 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.
CI GGL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 4 -
Classification of financial liabilities
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.
Basic financial liabilities
Basic financial liabilities, including
creditors,
loans from
fellow group companies and preference shares that are classified as debt, 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
paymen
ts discounted at a market rate of interest.
Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective
interest rate method.
Trade creditors
are obligations to pay for goods or services that have been acquired
in the ordinary course of business from suppliers. A
m
ounts payable are classified as
current liabilities if payment is due within one year or less. If not, they are presented
as non-current liabilities.
Trade creditors
are recognised initially at transaction price
and subsequently measured at amortised cost using the effective interest method.
1.6
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.7
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
profit and loss account
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.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing 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
profit and loss account
, 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.
1.8
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation
in the period
are included in profit or loss.
CI GGL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 5 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Accounting Policy for investments carried at fair value
Under FRS 102, if an investment can be measured reliably then measurement at fair value through profit and loss account can be adopted as the accounting policy. The fair value of unquoted investments is determined in accordance with the International Private Equity and Venture Capital Valuation Guidelines by using the aggregate of the valuations derived from the application of publicly quoted valuation ratios relevant to asset driven businesses for comparable quoted companies, to the asset base of the investment entity. The directors consider that the application of a liquidity discount is not appropriate on the basis of the size and market presence of the invested entity, the size of the company’s holding and its influence exercised (through various rights).
The relevant ratios include:
• Price/Tangible Book Value;
• Price/ Book Value;
• Enterprise Value/Assets
Due to the financial, economic and geopolitical factors impacting the financial markets, It is reasonably possible that outcomes within the next financial year could be materially different from those calculated on the above assumptions. This could result in a material adjustment to the carrying amount of the investment.
3
Employees
The average monthly number of persons (including directors) employed by the company during the period was nil (2020 - nil).
4
Fixed asset investments
2021
2020
£
£
Unlisted investments
52,078,822
57,229,043
Fixed Asset Investments comprise an investment in a private limited company, purchased on 24 October 2019 at a value of £40.3m, pursuant to the exercise of warrants held by CH Capital A Holdings LLC to acquire those shares on 27 September 2019 and their subsequent direction to allot those shares to the company. The acquisition was funded by an inter-company indebtedness of the same amount which is included within creditors due in less than one year.
During the year the company disposed of 616,435 shares for consideration of £6.4m.
CI GGL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
4
Fixed asset investments
(Continued)
- 6 -
Movements in fixed asset investments
Unlisted investments
£
Cost or valuation
At 1 January 2021
57,229,043
Valuation changes
1,249,779
Disposals
(6,400,000)
At 31 December 2021
52,078,822
Carrying amount
At 31 December 2021
52,078,822
At 31 December 2020
57,229,043
5
Financial instruments
2021
2020
£
£
Carrying amount of financial assets
Instruments measured at fair value through profit or loss
52,078,822
57,229,043
6
Creditors: amounts falling due within one year
2021
2020
£
£
Amounts owed to group undertakings
33,732,240
40,107,490
Accruals and deferred income
23,700
24,000
33,755,940
40,131,490
As referred to in Note 6, an intercompany liability of £40.3m was created on the purchase of the company of an investment in an unlisted entity on 24 October 2019. The liability is repayable on demand and no interest is payable. A balance of £33.7m remains outstanding as at 31 December 2021 (2020: £40.1m).
7
Called up share capital
2021
2020
2021
2020
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
10
10
10
10
CI GGL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 7 -
8
Audit report information
As the income statement has been omitted from the filing copy of the financial statements
,
the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006
:
The auditor's report was unqualified.
The senior statutory auditor was Carolyn Hazard.
The auditor was HW Fisher LLP.
9
Parent undertakings
The immediate parent undertaking is CH Capital A Holding LLC, an entity incorporated in Delaware.
In 2021 the ultimate controlling parties were Mr T.L. Boelhy and Mr. J.S. Goldstein.
The largest group in which results of the company are consolidated is that headed by Eldridge Industries, LLC of 600 Steamboat Road, Greenwich, Connecticut, 06830, USA. The financial statements of these entities are not publicly available. The smallest group in which they are consolidated is that headed by Cain Hoy UK Holdings Limited. The financial statements of this entity are available to the public and may be obtained from 116 Upper Street, London, N1 1QP.