DYSON JAMES GROUP LIMITED - Annual Accounts

Form: AA - Annual Accounts

FULL ACCOUNTS MADE UP TO 31/12/11

Filed on: 24 Sep 2012

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Dyson James Group Limited
Registered Number ########
Annual report and financial statements for
the year ended ## December ####
THU RSDAY
millilitre(ll_,llllll!i!Ilii¢uni ll
A## ##/##/#### ####
COMPANIES HOUSE

Registered Number ########
Dyson James Group Limited
Annual report and financial statements for the year ended
## December ####
Contents
Directors’ report for the year ended ## December #### #
Independent auditors‘ report to the members of Dyson James Group Limited #
Profit and loss account #
Balance sheet #
Statement of accounting policies #
Notes to the financial statements #

Registered Number ########
Dyson James Group Limited
Directors’ report for the year ended ## December ####
The directors present their annual report together with the audited financial statements of
Dyson James Group Limited (the “Company") for the year ended ## December #### The
directors have taken advantage of the reduced disclosure requirements permitted for small
companies by s### and s### of the Companies Act ####
Principal activities
The principal activity of the Company is that of a group holding company
Business review
The results for the Company show income from axed asset investments of £### #m (####
£### #m) and a pre-tax pronto of £### #m (#### £### #m) for the year The Company's pronto
for the year was £### #m (#### £### #m)
Dividends
Total dividends paid in respect of the year amounted to £### Om (#### £## #m)
Directors
The directors who held office during the year and up to the date of signing the financial
statements were as follows
Sir James Dyson
R Ayling (non-executive chairman)
The Rt Hon Sir Richard Needham (non-executive) (resigned # February ####)
J Clare (non-executive) (resigned ## November ####)
A Hobson (non-executive) (appointed ## November ####)
M McCourt (resigned # February ####)
M Conze (appointed ## November ####)
P Richardson
M thalidomides (appointed # February ####)
J Shipsey
Directors‘ indemnities
During the year and up to the date of approval of the directors’ report, the Dyson James
Group Limited group (the "Group") had in place qualifying third party indemnity provisions
available for the beneath of the directors of the Company and of fellow Group companies
Statement of directors’ responsibilities
The directors are responsible for preparing 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting
Standards and applicable law)
#

Registered Number ########
Dyson James Group Limited
Directors’ report for the year ended ## December ####
(continued)
Statement of directors’ responsibilities (continued)
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
pronto or loss of the Company for that year In preparing these financial statements, the
directors are required to
~ select suitable accounting policies and then apply them consistently,
o make judgements and accounting estimates that are reasonable and prudent,
- state whether applicable United Kingdom Accounting Standards have been followed,
sub)ext to any material departures disclosed and explained in the financial
statements, and
- prepare the financial statements on the going concern basis unless it is inappropriate
to presume that the Company will continue In business
The directors are responsible for keeping adequate accounting records that are sufficient to
show and explain the Company's transactions, disclose with reasonable accuracy at any time
the financial position of the Company, and enable them to ensure that the financial
statements comply with the Companies Act #### 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
Statement of disclosure of information to auditors
The directors who held office at the date of approval of this directors‘ report confirm that, so
far as they are each aware
~ there is no relevant audit information as deaned by Section ### of the Companies Act
#### of which the Company's auditor is unaware, and
o each director has taken all the steps that they ought to have taken as a director to
make themselves aware of any relevant audit information, and that the Company's
auditor IS aware of that information
Independent auditors
The auditors, PricewaterhouseCoopers LLP, have indicated their willingness to continue in
office, and a resolution that they be re-appointed will be proposed at the Annual General
Meeting
By order of the Board on ##"‘ April ####
J Shipsey
Director
#

Independent auditors’ report to the members of Dyson
James Group Limited
We have audited the financial statements of Dyson James Group Limited for the year ended
## December #### which comprise the pronto and loss account, the balance sheet, the
statement of accounting policies and the related notes The financial reporting framework that
has been applied in their preparation is applicable law and United Kingdom Accounting
Standards (United Kingdom Generally Accepted Accounting Practice) as applicable to
financial statements prepared in accordance with the small companies regime of the
Companies Act ####
Respective responsibilities of directors and auditors
As explained more fully in the statement of directors’ responsibilities set out on pages # and
#, the directors are responsible for the preparation of the financial statements and for being
satisfied that they give a true and fair view Our responsibility is to audit and express an
opinion on the financial statements in accordance with applicable law and International
Standards on Auditing (United Kingdom and Ireland) These standards require us to comply
with the Auditing Practices Board's Ethical Standards for Auditors
This report, including the opinions, has been prepared for and only for the Company's
members as a body in accordance with Chapter # of Part ## of the Companies Act #### and
for no other purpose We do not, in giving these opinions, accept or assume responsibility for
any other purpose or to any other person to whom this report is shown or into whose hands it
may come save where expressly agreed by our prior consent in writing
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial
statements sufficient to give reasonable assurance that the financial statements are free from
material misstatement, whether caused by fraud or error This includes an assessment of
whether the accounting policies are appropriate to the Company's circumstances and have
been consistently applied and adequately disclosed, the reasonableness of significant
accounting estimates made by the directors, and the overall presentation of the financial
statements in addition, we read all the financial and non-financial information in the directors’
report to identify material inconsistencies with the audited financial statements If we become
aware of any apparent material misstatements or inconsistencies we consider the implications
for our report
Opinion on the financial statements
In our opinion the financial statements
- give a true and fair view of the state of the Company's affairs as at ## December
#### and the Company's pronto for the year then ended,
o have been properly prepared in accordance with United Kingdom Generally Accepted
Accounting Practice applicable to Smaller Entities, and
e have been prepared in accordance with the requirements of the Companies Act ####
Opinion on other matters prescribed by Companies Act ####
In our opinion, the information given in the directors’ report for the year for which the financial
statements are prepared is consistent with the financial statements
#

Independent auditors’ report to the members of Dyson
James Group Limited (continued)
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act ####
requires us to report to you if, in our opinion
# adequate accounting records have not been kept, or returns adequate for our audit
have not been received from branches not visited by us, or
o the financial statements are not in agreement with the accounting records and
returns, or
# certain disclosures of directors‘ remuneration specified by law are not made, or
o we have not received all the information and explanations we require for our audit
Alison Lees (Senior Statutory Auditor)
For and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
## April ####
#

Registered Number ########
Dyson James Group Limited
Profit and loss account
For the aperiodicity ended ## December
### #
Note £m
Administrative expenses (#.#)
Restated
##
months
####
£m
(# #)
Operating loss # (#.#)
Income from axed asset investments # ###.#
(##)
####
Profit on ordinary activities before interest and taxation ### #
Interest receivable and SilTlliB" income # #.#
Interest payable and similar charges # (##.#)
### #
#.#
(# #L
###.#
Tax on pronto on ordinary activities # #.#
Profit on ordinary activities before taxation
###.#
# #
Profit for the aperiodicity ### #
####
All of the Company's operations are continuing
There is no material difference between the pronto on ordinary activities before taxation and
the profit for the year stated above and their historical cost equivalents The Company has no
recognised gains and losses other than those included above, and therefore no statement of
total recognised gains and losses has been presented
The notes and accounting policies on pages # to ## form an integral part of these financial
state #is
#

Dyson James Group Limited
Balance sheet
At ## December
Note
Fixed assets
Investments ##
Current assets
Debtors # #
#### ####
£m £m
#.#
#,###.#
Registered Number ########
Restated Restated
#### ####
Em Em
#,####
##
Creditors: Amounts falling due within
one year ##
#.#
(##.#)
# #
(## #)
Net current (liabilities)
(##.#)
(## #)
Total assets less current liabilities
Creditors Amounts falling due after
more than one year ##
# ,ode.#
(##.#)
#,### #
(## #)
N## ######
Capital and reserves
Called up share capital ##
Share premium ##
Profit and loss reserve ##
###.#
#.#
### #
### #
### #
##
####
####
Total shareholders‘ funds ##
###.#
### #
The notes and accounting policies on pages # to ## form an integral part of these financial
statements
The financial statements on pages # to ## were approved by the board of directors on ##
April and were signed on its behalf by
J Shipsey Q,\Z\
Director
#

Registered Number ########
Dyson James Group Limited
Statement of accounting policies
Basis of accounting
These financial statements have been prepared on the going concern basis, under the
historical cost convention, and in accordance with the Companies Act #### and applicable
accounting standards in the United Kingdom
The principal accounting policies have been applied consistently with the prior year, except
for the accounting policy relating to the valuation of investments and are set out below The
change in policy has been accounted for retrospectively as a prior year adjustment and the
company's net assets and reserves amended accordingly (see note #)
The Company is a wholly owned subsidiary of Dark Cover Limited and IS included in that
Company's consolidated financial statements which are publicly available in Malta
Consequently the Company has taken advantage of the exemption from preparing
consolidated financial statements under the terms of s### of the Companies Act ####
Finance costs
Arrangement fees payable for entering into new facilities are capitalised then charged to the
pronto and loss account over the life of the loan All other finance costs are expensed in the
pronto and loss account as incurred
Fixed asset investments
Investments in subsidiary undertakings are recorded at historical cost This is a change in
accounting policy as investments in subsidiaries were previously re-valued to their net asset
values at each balance sheet date
Pensions
Contributions in respect of defined contribution pension schemes are charged to the profit and
loss account as they fall due
Foreign currencies
Monetary assets and liabilities denominated in foreign currencies are translated at mid-market
rates of exchange ruling at the balance sheet date Exchange differences arising on
transactions are taken to the profit and loss account
Treasury and derivative instruments
Interest on cross currency swaps is taken to the pronto and loss account over the period of the
contract
#

Registered Number ########
Dyson James Group Limited
Notes to the financial statements for the year ended ##
December ####
#. Cash flow statement and related party disclosures
The Company is a wholly-owned subsidiary of Dark Cover Limited The results of the
Company are included in the consolidated financial statements of Dark Cover Limited, which
are publicly available in Malta Consequently, the Company has taken advantage of the
exemption from preparing a cash ow sstatement under the terms of FRS # (revised ####)
The Company is also exempt under the terms of FRS # from disclosing related party
transactions This exemption allows the company not to disclose details of transactions with
other Group companies qualifying as related parties, as the consolidated financial statements
of Dark Cover Limited, in which the company is included, are publicly available in Malta
#. Prior year adjustment
During the year the company changed its accounting policy for the valuation of investments in
subsidiaries from net asset valuation to historical cost The directors deem this to be more
appropriate as it rejects the accounting policy adopted by the Company‘s new ultimate parent
undertaking
A prior year adjustment has been made to revalue the investments to their historical cost All
comparatives have been restated, the impact of the adjustment on previously reported results
is
### #
£m
Profit after tax
As previously disclosed (### #)
Adjustment for revaluation of assets ### #
Restated profit after tax ###.#
Investments
As previously disclosed ### #
Revaluation adjustment ### #
At cost #,###.#
Shareholders’ funds
As previously disclosed ## #
Adjustment for revaluation of assets (see note ##) ### #
Restated shareholders’ funds ###.#
#

Registered Number ########
Dyson James Group Limited
Notes to the financial statements for the year ended ##
December ### # (continued)
#. Operating loss
### # ####
£m £m
Operating loss is stated after charging
_Staff costs # # # #
Fees payable for the audit of the Company's financial statements of £#,### (#### £#,###)
were borne by another Group company
#. Directors’ remuneration
### # ####
£m £m
Aggregate emoluments #.# ##.#
Company contributions paid to defined contribution pension schemes #.# #.#
#.# # # .#
£# #m of the director's remuneration (#### £## #m) was borne by a fellow Group company
The number of directors with benefits accruing during the year under a deaned contribution
scheme is # (#### #) The scheme is administrated by a fellow subsidiary company
The directors‘ remuneration disclosed above includes the following amounts for the highest
paid director
Highest paid director
### # ### #
£m £m
Aggregate emoluments #.# #.#
Company contributions paid to deaned contribution pension schemes #.# # #
#.# # #
#

Registered Number ########
Dyson James Group Limited
Notes to the financial statements for the year ended ##
December #### (continued)
#. Staff costs
#### ####
£m Em
Wages and salaries # # # #
Social security costs #.# # #
Other pension costs #.# # #
#.# # #
A fellow Group company operates a defined contribution pension scheme The assets are
held and managed independently of the penances of the company The average monthly
number of employees paid by the Company (#### paid by the Company but employed by a
fellow Group company) during the year was
### # ####
Number Number
Sales and administration
# #
#. Income from fixed asset investments
#### ####
£m £m
Dividends received ###.# ### #
#. Interest receivable and similar income
#### ####
£m £m
intra-Group bank guarantee fee receivable # # # #
Interest receivable on intra-Group cross currency swaps #.# # #
Interest receivable on intra-Group loans #.# # #
_ as ##
Fixed rate interest was receivable on intra-Group cross currency swaps at # ###% (####
# ###%)
Interest was receivable on intra-Group variable rate loans at the Group penance company’s
cost of funds (#### nil to # #% below the Group penance company's cost of funds)
##

Dyson James Group Limited
Registered Number ########
Notes to the financial statements for the year ended ##
December #### (continued)
#. Interest payable and similar charges
Amortisation of bank loan arrangement fees
Other bank fees payable
intra-Group bank guarantee fee payable
Loan interest payable
Interest payable on intra-Group cross currency swaps
Interest payable on intra-Group loans
Other interest payable
#### ####
£m £m
#.# #.#
#.# # #
#.# # #
#.# # #
#.# O #
#.# # #
#.# # #
Fixed external loan interest was payable at # #% (#### # #%)
##.# # #
Variable rate interest was payable on intra-Group cross currency swaps at ##% above
LIBOR (#### # #%)
Interest was payable on intra-Group variable rate loans at # #% to # #% above the Group
penance company’s cost of funds (#### # #% to # #% above the Group penance company’s
cost of funds)
#. Tax on profit on ordinary activities
Current tax:
- UK corporation tax on prompts for the period
- adjustments in respect of previous periods
Restated
### # ####
£m £m
(#.#) (# #)
(#.#) o #
Total current tax
(# #) (# #)
Tax on pronto on ordinary activities
(# #) £###
##

Registered Number ########
Dyson James Group Limited
Notes to the financial statements for the year ended ##
December #### (continued)
#. Tax on profit on ordinary activities - continued
The tax assessed for the year IS lower (#### lower) than the standard rate of corporation tax
in the UK of ## #% (#### ##%) The differences are explained below
#### ####
£m £m
Profit on ordinary activities before tax ###.# ### _IL
Profit on ordinary activities multiplied by the standard rate of ##.# ###
corporation tax in the UK of ## #% (#### ##%)
Effects of
Non-taxable income (##.#) (## #)
(# #) # #
Expenses not deductible for tax purposes #.# # #
Adjustments in respect of prior year
Current tax credit for year (# #) (# #L
Announcements were made before and after the year end by the Chancellor of the Exchequer
of proposed changes to the United Kingdom's corporation tax rates that will have an effect on
future tax charges of the Group The change in the United Kingdom's corporation tax rate
from ##% to ##% with effect from # April #### was made by two #% reductions substantively
enacted on ## July #### and ## March #### Further reductions of #% thereafter to ##%
from # April #### have been announced but not substantively enacted This is not expected
to have a material impact on tax provisions recognised up to ## December ####
# #. Investments
Restated
#### ####
£m £m
Unlisted investments
At # January as previously reported #,### # -
Additions at cost - #,### #
At ## December #,### # #,### #
##

Dyson James Group Limited
Registered Number ########
Notes to the financial statements for the year ended ##
December #### (continued)
##. Investments - continued
The only subsidiary held by the Company directly IS
Country of Shares Company
Company name ii#<=<>erratic<>i# held holding % Principal activity
Dyson James Ltd UK Ordinary ### Intermediate holding
company
The principal subsidiaries held indirectly by the Company are as follows
Company name
Country of
incorporation
Shares
held
Company
holding %
Principal activity
Dyson Ltd
Dyson Research Ltd
Dyson Technology Ltd
Dyson Estates Ltd
Dyson Finance Ltd
Dyson Exchange Ltd
Dyson Appliances
(Australia) Pty Ltd
Dyson Canada Ltd
Dyson SAS
UK
UK
UK
UK
UK
UK
Australia
Canada
France
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
###
###
###
###
###
###
###
###
###
Sale and service of
domestic and
commercial appliances
Holder of exclusive
brand rights and
trademarks
Research and
development, holder of
product design rights
and patents
Purchase and rental of
commercial premises
Provision of treasury
services
Sale and service of
domestic and
commercial appliances
Sale and den/ice of
domestic and
commercial appliances
Sale and service of
domestic and
commercial appliances
Sale and service of
domestic and
commercial appliances
##

Dyson James Group Limited
Registered Number ########
Notes to the financial statements for the year ended ##
December #### (continued)
##. Investments (continued)
Country of
company name incorporation
Dyson GmbH Germany
Dyson BV Holland
Dyson KK Japan
Dyson Manufacturing
Sdn Bhd
Dyson International UK
Ltd
Dyson Technology Inc USA
Malaysia
Dyson Inc USA
Shares
held
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Company
holding %
###
###
###
###
###
###
###
Principal activity
Sale and service of
domestic and
commercial appliances
Sale and service of
domestic and
commercial appliances
Sale and service of
domestic appliances
Manufacturing support
Intermediate holding
company
Intermediate holding
company
Sale and service of
domestic appliances
# #. Debtors
Amounts owed by Group undertakings — non-interest bearing
Group relief receivable from parties under common control
Prepayments and accrued income
#### ####
£m £m
#.# ##
#.# ##
#.# ##
#.# # #
Amounts owed by Group undertakings are unsecured and repayable on demand
##

r
t
Registered Number ########
Dyson James Group Limited
Notes to the financial statements for the year ended ##
December #### (continued)
##. Creditors - Amounts falling due within one year
### # ####
£m Em
Amounts owed to Group undertakings - interest-bearing (see note #) ##.# ## #
Amounts owed to Group undertakings - non-interest bearing #.# # #
Interest payable #.# # #
Accruals and deferred income # # # #
_ ##.# _ ## #
Amounts owed to Group undertakings are unsecured and repayable on demand
##. Creditors— Amounts failing due after more than one year
#### ####
£m £m
Loans due after more than one year ## # ## #
##. Loans and other borrowings
Maturity of financial liabilities
#### ####
£m £m
In more than five years _ ## # ## #
The financial liability due in more than # years relates to loan notes of US$### #m issued via
a private placement These were issued in two equal tranches which mature in August ####
and August ####
##

Dyson James Group Limited
Registered Number ########
Notes to the financial statements for the year ended ##
December ### # (continued)
##. Called up share capital
Allotted and fully paid share capital
#,### ordinary shares of £# each
#### ####
£m £m
#.# # #
The Company issued two ordinary shares with a nominal value of £# each on incorporation
On # January #### the Company allotted a further #,### ordinary shares with a nominal value
of £# each and share premium of £###,### to Clear Cover Limited as part of the
consideration for the acquisition of Dyson James Limited
##. Dividends
Equity shares
Dividend paid of £###,### per ordinary share (#### £##,### per
ordinary share) ###.# ## #
#### ####
Em £m
The Company declared and paid a dividend of £### Om on ## February ####
##. Reconciliation of movements in shareholders’ funds
Share
capital
£m
Shareholders‘ funds at ## December ####
as previously reported # O
Prior year adjustment -
Share
premium
£m
### #
Profit
and
loss Total
reserve ####
£m £m
(### #) ## #
### # ###.#
Shareholders’ funds at # January as
restated # #
Profit for the financial year -
Dividends paid -
### #
### # ###.#
### # ### #
(### #) (### #)_
Shareholders’ funds at ## December #.#
### #
### # #§# #
##

Registered Number ########
Dyson James Group Limited
Notes to the financial statements for the year ended ##
December #### (continued)
##. Ultimate parent undertaking and controlling party
At ## December #### the company was owned by Clear Cover Limited On ## April ####
Clear Cover Limited was dissolved and the Company's ultimate parent undertaking became
Dark Cover Limited, a company incorporated in Malta
At ## December #### the immediate parent company was Beeswax Holdings UK Limited, a
company incorporated in the United Kingdom At that date Beeswax Holdings UK Limited was
a wholly owned subsidiary of Dark Cover Limited, a company incorporated in Malta
The smallest and largest group within which the financial statements of the Company are
consolidated in respect of the year ended ## December #### is that headed by Dark Cover
Limited Copies of the financial statements of Dark Cover Limited are available from the
Company Secretary at Tower Business Centre, Tower Street, Swatar BKR ####, Malta
The ultimate controlling party is Sir James Dyson by virtue of his controlling interest in the
shares of Dark Cover Limited
##. Related party transactions
Related party transactions during the period (all on normal commercial terms) were as
follows
a) During ####, services totalling £##,### (#### £##,###) were provided by Richard
Needham Consultancy Ltd, a company in which the Rt Hon Sir Richard Needham has a
beneficial interest The Rt Hon Sir Richard Needham was a non-executive director of
the Company until # February ####
##. Pension costs
Pension costs of £#,### (#### £##,###) were charged in the year in relation to a Group
defined contribution pension scheme
##. Contingent liabilities
The Company and certain of its subsidiaries have jointly and severally guaranteed the
borrowings on a £### #m (#### £### #m) bank facility and on US$### Om of loan notes
(#### US$### #m) issued under a private placement At ## December ####, the Group
draw down on the bank facility was £## #m (#### £###m) of which £nil (#### £nil) is
included in the Company's year end balances
##