THE PRIORY FOUNDATION
Charity No. 295919
ACCOUNTS
FOR THE YEAR ENDED
31ST DECEMBER 2022
The Priory Foundation Legal and Administrative Information
Constitution
The Priory Foundation is a registered charity, no 295919. The charity is constituted under a deed of settlement dated 5th June 1986, which was varied by a deed dated 10th November 1986. This was further varied by a deed dated 1st July 1995 and 15th November 2005.
Trustees
N. W. Wray L. Mercey
D. Poutney
G. Banks
Principal Office
3 Grace Court Totteridge Green London N20 8PY
Charity Registration Number
295919
Independent Examiner
Moore Kingston Smith LLP 9 Appold Street London EC2A 2AP
Bankers
Handelsbanken The Limes 32 - 34 Upper Marlborough Road St Albans AL1 3UU
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The Priory Foundation Trustees' Report
The trustees present the statutory report with the accounts of The Priory Foundation for the year ended 31st December 2022. The Trustees have adopted the provisions of the Statement of Recommended Practice (Charities SORP FRS 102) "Accounting and Reporting by Charities", issued in 2014, and updated in 2019, to be compliant with Financial Reporting Standard (FRS)
Structure Governance and Management
Trust Deed
The charity was established under a Deed of Settlement dated 5th June 1986. This deed was varied on 10th November 1986, 1st July 1995 and 15th November 2005.
Trustee Recruitment and Training
The Foundation identifies individuals who bring the relevant skills and experience to the board. Induction of trustees includes being provided with the relevant information about the charity, briefings with other trustees and staff as appropriate. Training is made available to all trustees where new issues arise.
Organisational Structure
The trustees maintain responsibility for the charity's strategy, governance and risk management. The board meets whenever matters arise in order to deal with these matters.
Objectives and Activities
The charity was established with the purpose of making grants to charities or for such other charitable purposes which are aimed at benefiting the public in general. All assets are held by the charity with a view to generating funds to achieve this objective.
The charity aims to help individuals and entities in need as outlined in the Trust Deed and reviews each individual application on the basis of its merits. The charity also aims to manage it’s investments to provide a reliable source of income from which to provide grants which benefit the public in general.
In shaping our objectives for the year and planning our activities, the trustees have considered the Charity Commission's guidance on public benefit, including the guidance "public benefit: running a charity (PB2)".
The charity met it’s objectives by making grants during the year to 14 different beneficiaries in the areas of sport, mental and physical health, education and medical research.
Achievements and Performance
The improvement in the charity's financial position has allowed them to provide grants to several causes this year (see note 3). The Trustees have elected to continue their support of several of these causes during the current year by renewing their commitments to provide donations.
Financial Review
Net incoming resources for the year amounted to £293,897 (2021: incoming resources of £762,142) of which total investment gains in the year amounted to £534,669 (2021: gains of £888,078). This was added to the general funds brought forward to give reserves at 31st December 2022 of £4,300,418 (2021: £4,006,521).
Investment Policy
It is permissible for the foundation to invest monies not required for its purposes in such investments, securities or property as may be thought fit, subject to legislation.
The trustees' investment policy is to select investments that will yield exponential capital growth in the medium term. Investment income is to be derived from the liquidation of such investments as required.
At the end of the year the investment portfolio valuation was £4,452,162 (2021: £3,332,003).
Overall, the investment portfolio has increased in value in line with the charity's investment objectives.
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The Priory Foundation Trustees' Report (continued)
Reserves Policy
The Trustees aim to maintain free reserves in unrestricted funds at a level that will enable them to meet their committed grants, respond to smaller ad hoc applications for grants, and to cover support and governance costs. They do this by reviewing the cash at bank and committed donations, and monitoring the voluntary donations received on a monthly basis.
As at 31 December 2022 the unrestricted reserves were £4,300,481, of which £32,048 is represented by cash deposits. The Trustees expect to make grants and incur costs in the year end 2022 in line with the previous year of approximately £266,000. The level of free reserves at the year end is therefore sufficient for the predicted expenditure in the following 12 months. The Trustees expect to receive similar levels of donations as previous years which will fund these grants. They regularly review the investment portfolio to identify suitable listed shareholdings that could be liquidated if necessary.
Related Party Relationships
The Foundation entered into some related party transactions during the year with entities that are connected to members of the trustee board of the Foundation, the details of these transactions can be found in Note 8 to the Financial Statements.
Grants Policy
The charity undertakes a number of grant making programmes. The eligibility criteria are specific to each programme and are developed in accordance with any terms and conditions imposed by The Priory Foundation as the funder. Details of the criteria are available from the Foundation's registered office.
Fundraising Policy
The charity undertakes no external fundraising activities, and there is no involvement of third party fundraisers. Therefore no complaints were received in the year regarding fundraising practices.
Risk Management and Assessment
The Trustees have fully reviewed the areas of risk to the charity, being business, commercial and financial risk. The main risk is the recent fall in global equity markets and the potentially reduced income generated from investments that might limit future grant making activity. The Trustees are continuing to consider further developments in this area but do not consider this an immediate risk.
Plans For the Future
The entity wishes to safeguard the assets it has in place and to ensure that appropriate grants can be made from the income received.
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The Priory Foundation Trustees' Report (continued)
Statement of Trustees' Responsibilities
The trustees are responsible for preparing the Trustees' Report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
The law applicable to charities in England & Wales requires the trustees to prepare financial statements for each financial year which give a true and fair view of the state of the affairs of the charity and of the incoming resources and application of resources of the charity for that period. In preparing these financial statements, the trustees are required to:
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select suitable accounting policies and then apply them consistently;
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observe the methods and principles in the Charities SORP;
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make judgments and estimates that are reasonable and prudent;
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state whether applicable UK Accounting Standards (including FRS 102) have been followed, subject to any material departures disclosed and explained in the financial statements;
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prepare the financial statements on the going concern basis unless it is inappropriate to presume that the charity will continue in business.
The trustees are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the charity and enable them to ensure that the financial statements comply with the Charities Act 2011, the Charity (Accounts and Reports) Regulations 2008 and the provisions of the trust deed. They are also responsible for safeguarding the assets of the charity and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Trustees
The following trustees were in office since 1 January 2022: N.W. Wray D. Poutney L.Mercey G. Banks
All transactions in which trustees have an interest in are disclosed within note 8 to the accounts.
Signed on behalf of the trustees:
……………………………………… Trustee
Date: 30/10/2023
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Independent Examiner's Report to the Trustees of The Priory Foundation
I report to the trustees on my examination of the accounts of The Priory Foundation for year ended 31 December 2022.
Responsibilities and basis of report
As the charity trustees of the Trust you are responsible for the preparation of the accounts in accordance with the requirements of the Charities Act 2011 (‘the Act’).
I report in respect of my examination of the Trust’s accounts carried out under section 145 of the 2011 Act and in carrying out my examination I have followed all the applicable Directions given by the Charity Commission under section 145(5)(b) of the Act.
Independent examiner’s statement
Since the Charity’s gross income exceeded £25,000 you have requested an Independent Examination of the Trust’s accounts. I confirm that I am qualified to undertake the examination as I am member of the ICAEW, which is one of the bodies listed in section 145 of the 2011 Act.
I have completed my examination. I confirm that no matters have come to my attention in connection with the examination giving me cause to believe:
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1) accounting records were not kept in respect of the Trust as required by section 130 of the Act; or
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2) the accounts do not accord with those records; or
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3) the accounts do not comply with the applicable requirements concerning the form and content of accounts set out in the Charities (Accounts and Reports) Regulations 2008 other than any requirement that the accounts give a ‘true and fair view which is not a matter considered as part of an independent examination.
I have no concerns and have come across no other matters in connection with the examination to which attention should be drawn in this report in order to enable a proper understanding of the accounts to be reached.
Luke Holt
(FCA)
For and on behalf of Moore Kingston Smith LLP
Chartered Accountants
9 Appold Street London EC2A 2AP
Date:
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The Priory Foundation Statement of Financial Activities For the year ended 31st December 2022
| Note Income From: Investment income 2 Donations Total Income Expenditure On: Charitable activities 3 Total Expenditure before gains and losses Other recognised gains and losses: Realised Gains on investments Unrealised Gains on investments Net income for the year/Net Movement in Funds Fund balances brought forward at 1st January 2022 Fund Balances Carried Forward at 31st December 2022 Income and Expenditure |
2022 2021 £ £ 15,483 10,984 131,925 159,039 147,408 170,023 (388,180) (295,959) (388,180) (295,959) 1,833 39,002 532,836 849,076 293,897 762,142 4,006,521 3,244,379 4,300,418 4,006,521 Unrestricted Funds |
2022 2021 £ £ 15,483 10,984 131,925 159,039 147,408 170,023 (388,180) (295,959) (388,180) (295,959) 1,833 39,002 532,836 849,076 293,897 762,142 4,006,521 3,244,379 4,300,418 4,006,521 Unrestricted Funds |
|---|---|---|
| 170,023 (295,959) |
||
| (295,959) 39,002 849,076 |
||
| 762,142 3,244,379 |
||
| 4,006,521 |
All gains and losses arising in the year have been included in the Statement of Financial Activities and arise from continuing operations.
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The Priory Foundation Balance Sheet at 31st December 2022
| Note Fixed Assets Investments 5 Current Assets Debtors 6 Cash at bank Current Liabilities Creditors: Amounts falling due within one year 7 Net Current (Liabilities)/Assets Total Assets less Current Liabilities Funds Unrestricted - General Fund |
2022 £ 5,963 32,048 38,011 (189,755) |
2022 £ 4,452,162 (151,744) 4,300,418 4,300,418 |
2021 £ 7,211 752,786 759,997 (85,479) |
2021 £ 3,332,003 674,518 |
|---|---|---|---|---|
| 4,006,521 | ||||
| 4,006,521 |
30/10/2023 Approved by the trustees and authorised for issue on …………………... and signed on their behalf by: ..................................................................... N.W.Wray Trustee
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The Priory Foundation Cash Flow Statement for the year ended 31st December 2022
| 2022 £ Net cashflow outflow from Operating Activites (note 1) Capital Expenditure and Financial Investment Cost of purchasing investments (707,890) Sale of investments 122,400 Net Cash Outflow from Capital Expenditure and Financing Investment (Decrease)/Increase in Cash (Note 2) 1. Net cash used in operating activities Operating (deficit)/surplus Revaluation of investments Decrease/(Increase) in Debtors Increase/(Decrease) in Creditors Net cash outflow from operating activites (Decrease)/Increase in cash in the year Net cash at beginning of the year Cash at the year end 2. Reconciliation of Net Cash Flow to Movements in Net Cash |
2022 £ (135,248) (585,490) (720,738) 2022 £ 293,897 (534,669) 1,248 104,276 (135,248) 2022 £ (720,738) 752,786 32,048 |
2021 £ (517,001) 102,411 |
2021 £ (68,754) (414,590) |
|---|---|---|---|
| (483,344) | |||
| 2021 £ 762,142 (888,078) (3,520) 60,702 |
|||
| (68,754) | |||
| 2021 £ (483,344) 1,236,130 |
|||
| 752,786 |
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The Priory Foundation Notes to the Accounts For the year ended 31st December 2022
1 Accounting Policies
Accounting Convention
The financial statements have been prepared in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102), published on 16 July 2014, and updated in 2019. The charity is a public benefit entity for the purposes of FRS 102 and therefore the charity also prepared its financial statements in accordance with the Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (The FRS 102 Charities SORP) and the Charities Act 2011.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest pound.
The principle accounting policies adopted in the preparation of the financial statements are set out below.
Going Concern Basis
The trustees have assessed whether the use of the going concern basis is appropriate and have considered possible events or conditions that might cast significant doubt on the ability of the charity to continue as a going concern. The trustees have made this assessment for a period of at least one year from the date of approval of the financial statements. We have revised our annual forecasts for the next twelve months for a scenario where no dividend income is received. We consider that The Priory Foundation has sufficient cash reserves and recurring donations to continue as a going concern in such a situation.
Income
Investment income and interest receivable is credited to the Statement of Financial Activities on a receivable basis.
Donations are recognised on a receivable basis, when the charity is legally entitled to the income, the receipt of income is probable, and the amount can be quantified reliably.
Expenditure
Resources expended are accounted for on an accruals basis comprising direct expenses incurred in the defined charitable purposes of the charity.
Grants made are recognised in full once approved by the trustees and notification has been given to the donee.
Support costs are costs incurred in supporting the charity to fulfil its charitable objects.
Governance costs, which are included within support costs, are those incurred in the governance of the charity and are primarily associated with constitution, compliance and statutory requirements.
Cash and Cash Equivalents
Cash and cash equivalents include cash at banks and in hand and short term deposits with a maturity date of three months or less.
Financial Instruments
The charity has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments. Financial instruments are recognised in the charity'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. Basic financial assets, other than investments, and financial liabilities are accounted for initially at transaction price and subsequently adjusted for any impairment in value or adjustments to settlement value.
With the exception of tax recoverable, all other debtor and creditor balances are considered to be basic financial instruments under FRS 102.
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The Priory Foundation Notes to the Accounts (continued) For the year ended 31st December 2022
1 Accounting Policies (continued)
Investments
In accordance with the Statement of Recommended Practice, listed investments (which are dealt with on a recognised stock exchange) are included in the accounts at their fair value (the quoted market price).
Critical accounting estimates and areas of judgement
In the view of the trustees in applying the accounting policies adopted, no judgements were required that have a significant effect on the amounts recognised in the financial statements nor do any estimates or assumptions made carry a significant risk of material adjustment in the next financial year.
| 2 3 |
Investment Income UK Equities Bank interst received Other interest Charitable Activities Grants payable to Institutions: Saracens Herts Cricket League Saracens Sport Foundation Saracens Multi Academy Trust Cancer Council Western Australia Tennis Swansea The Kidney Fund Woodlarks Camp Site Trust The Jinja Educational Trust Harrogate Grammar School Motor Neurone Disease Association UCL Prostrate Cancer Research Debra Power 2 The Lewis Marsh Fund The Totteridge Mill Hill Cricket Club Direct Charitable spending: Festival of Sport Grants payable to Individuals: Storm Trentham (Kenya Lacrosse) Sam Noar |
2022 £ 15,184 293 6 15,483 2022 £ 20,000 121,500 20,300 - 7,500 2,500 - - 6,999 - 153,500 2,000 250 1,000 20,000 2,764 17,060 2,500 377,873 |
2021 £ 10,957 - 27 |
|---|---|---|---|
| 10,984 | |||
| 2021 £ 20,000 158,500 29,700 9,990 7,500 1,200 21,000 2,000 4,500 10,000 - - - - - - 11,195 |
|||
| 275,585 |
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The Priory Foundation Notes to the Accounts (continued) For the year ended 31st December 2022
| 3 Charitable Activities (continued) Support Costs: Governance costs (see note 4) Professional fees - educational consulting & charity support services Bank interest and charges 4 Governance costs Independent examiner fees - current year Independent examiner fees - prior year under accrual |
2022 £ 6,372 2,500 1,435 10,307 388,180 2022 £ 5,616 756 6,372 |
2021 £ 4,920 14,078 1,376 |
|---|---|---|
| 20,374 | ||
| 295,959 | ||
| 2021 £ 4,920 - |
||
| 4,920 |
The charity employed no staff and incurred no staff costs in the current or previous years. No trustees' expenses were reimbursed in this or the prior year. The trustees are considered to be the key management personnel of the charity.
| 5 Investments Market value/cost at 1st January 2022 Additions Disposals in the year Realised gains/(Loss) on disposal Unrealised (losses)/gains on revaluation Market value at 31st December 2022 Historical cost at 31st December 2022 |
Listed £ 2,149,842 258,362 (122,400) 1,833 (463,830) 1,823,807 1,542,935 |
Unlisted £ 1,182,161 449,528 - - 996,666 2,628,355 1,823,762 |
Total 2022 £ 3,332,003 707,890 (122,400) 1,833 532,836 4,452,162 3,366,697 |
Total 2021 £ 2,029,336 598,285 (102,411) (42,283) 849,076 |
|---|---|---|---|---|
| 3,332,003 | ||||
| 2,740,092 |
At 31 December 2022 the following investment holdings represented 5% or more of the market value of the total portfolio:
| Market | Market | |
|---|---|---|
| Value | Value | |
| 2022 | 2021 | |
| £ | £ | |
| Sigmaroc plc - Ordinary Shares | 487,612 | 732,295 |
| Simba Sleep Limited - Ordinary Shares | 497,965 | 344,134 |
| GRC International Group plc | 289,704 | 383,323 |
| Franchise Brands plc- Ordinary Shares | 442,163 | 346,656 |
| Cambridge Cognition Holdings plc | 357,960 | 397,210 |
| Venterra Group plc | 1,034,001 | 517,001 |
| Miromar Holdings Limited | 447,208 | - |
| Stubben Edge Group Limited (Further investment in the year) | 395,497 | - |
| Combat Medical Holdings Limited | 249,999 | - |
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The Priory Foundation
Notes to the Accounts (Continued) For the year ended 31st December 2022
| 6 Debtors Tax recoverable 7 Creditors: Amounts falling due within one year Accruals Other creditors |
£ 5,963 |
£ 7,211 |
|---|---|---|
| 5,963 | 7,211 | |
| £ 5,922 183,833 |
£ 6,679 78,800 |
|
| 189,755 | 85,479 |
8 Related Party Transactions
The Charity held the following investments in which N.W. Wray, a trustee, has a beneficial interest:
| At 31 December 2022 | At 31 December 2022 | At 31 December 2021 | At 31 December 2021 | |||
|---|---|---|---|---|---|---|
| Type of | Number | Market | Number | Market | ||
| Investment Detail | Investment | Held | Value | Held | Value | Transactions in the year |
| Asimilar Group plc | Ord 0.01p | 242,500 | 4,365 | 242,500 | 83,056 | |
| Belluscura plc | Ord. 1p | 174,000 | 113,970 | - | - | New Investment in year |
| Cambridge Cognition | Ord. 1p | 314,000 | 357,960 | 314,000 | 397,210 | |
| Holdings plc | ||||||
| Combat Medical | Ord. 0.001p | 22,163 | 249,999 | - | - | New Investment in year |
| Holdings Ltd | ||||||
| Franchise Brands plc | Ord. 0.5p | 223,880 | 442,163 | 223,880 | 343,656 | Dividends received during |
| the year | ||||||
| Gfinity plc | Ord. 0.1p | 1,111,111 | 5,611 | 1,111,111 | 36,667 | |
| GRC International | Ord. 0.001p | 1,207,100 | 289,704 | 1,050,200 | 383,323 | Further investment in year |
| Group Limited | ||||||
| MXC Capital Limited | Ord. 1p | 4,494 | 3,685 | 4,494 | 3,685 | |
| PIHL Equity LLP | partnership | 1.02% | - | 1.02% | - | |
| share | ||||||
| Miromar Holdings | Ord. £1 | 22,216 | 447,208 | 39,405,298 | 153,681 | Share sub-division |
| Limited | ||||||
| Rotala plc | Ord. 25p | 183,000 | 64,050 | 183,000 | 53,070 | |
| Sigmaroc Plc | Ord. 1p | 877,000 | 487,612 | 877,000 | 732,295 | |
| Simba Sleep Limited | Ord. 1p | 8,476 | 497,965 | 4,931 | 344,134 | Exercised warrants |
| Stubben Edge Group | Ord. | 61,700 | 395,497 | 49,000 | 163,660 | Further investment in year |
| Limited | 0.00001p | |||||
| The Property Franchise | Ord. 1p | - | 0 | 38,892 | 120,565 | Shares sold in year |
| Group plc | ||||||
| Venterra Group plc | Ord. 1p | 344,667 | 1,034,001 | 344,667 | 517,001 |
L.Mercey, a trustee, also has a beneficial interest in the following investments held by the charity: Asimilar Group plc, Belluscura plc, Cambridge Cognition Holdings Plc, Franchise Brands plc, GRC International Group Plc, MXC Capital Limited, Miromar Holdings Limited, Rotala plc, Stubben Edge Group Limited, The Property Franchise Group plc.
D Poutney, a trustee, also has a beneficial interest in the following investments held by the charity: Belluscura plc, Cambridge Cognition Holdings Plc, Franchise Brands Plc, GRC International Group Plc,Hunters Property Plc, Miromar Holdings Limited, Rotala plc, Stubben Edge Group Limited, The Property Franchise Group plc, Venterra Group plc.
During the year, Gordon Banks, a Trustee was paid £2,500 for Charity Consultancy and Support Services provided. This is permitted by the governing document of the Charity.
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The Priory Foundation Notes to the Accounts (Continued) For the year ended 31st December 2022
9 Taxation
The Priory Foundation is a registered Charity and therefore is not liable to Income Tax or Capital Gains Tax on income or gains derived from its charitable activities, as they fall within the various exemptions available to registered charities.
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