Bellis Acquisition Company PLC (12855280): Corporate Spotlight
Executive Summary
Bellis Acquisition Company PLC (Company No. 12855280) acts as an intermediate holding and financing vehicle within the wider corporate structure controlling ASDA. Incorporated on 3 September 2020, the company generates no direct commercial revenue. Its primary function is raising external capital through senior notes and term loans to fund debt obligations and group investments.
As of the year ended 31 December 2024, the entity held total assets of £8.27bn and net assets of £2.48bn. KPMG LLP issued an unqualified audit opinion on the 2024 financial statements, addressing the company's net current liabilities through reliance on intercompany cash flows and a letter of support from parent company Bellis Finco PLC.
What the Numbers Show
Because Bellis Acquisition Company PLC operates under SIC code 64209 (Activities of other holding companies N.E.C.), the company records zero operational turnover. Income derives from intercompany loan interest, offset by external debt servicing, derivative hedging arrangements, and administrative costs.
| Financial Metric | 2024 (£) | 2023 (£) | 2022 (Interim Sept) (£) |
| :--- | :--- | :--- | :--- |
| Turnover | 0 | 0 | 0 |
| Operating Profit / (Loss) | 0 | (917,000) | 100,000 |
| Profit Before Tax | 91,846,000 | 97,412,000 | 1,726,200,000 |
| Profit After Tax | 58,874,000 | 97,447,000 | 1,726,100,000 |
| Cash at Bank | 79,000,000 | 623,000 | 400,000 |
| Total Assets | 8,272,533,000 | 7,982,625,000 | 6,564,400,000 |
| Current Liabilities | 455,288,000 | 96,195,000 | 86,700,000 |
| Long-Term Liabilities | 5,338,943,000 | 5,466,375,000 | 4,144,900,000 |
| Net Assets | 2,478,302,000 | 2,420,055,000 | 2,332,800,000 |
Key aspects of the financial structure include:
- Earnings Direction: Profit after tax reached £58.87m in 2024, down from £97.45m in 2023. The 2022 figure (£1.73bn) reflected a substantial intercompany dividend distribution (£1.76bn) during post-acquisition capital alignment.
- Capital and Debt Structure: Long-term debt obligations include £1.74bn of Senior Secured Notes due May 2030 (8.125%), €1.285bn Term Loan B due May 2031 (£1.05bn equivalent), €185m Term Loan B due May 2031 (£148.2m equivalent), the £627.5m Apollo Facility due October 2029, and remaining Senior Secured Notes (£260.2m and £39.6m due February 2026).
- Working Capital Position: The company reported net current liabilities of £332.03m at 31 December 2024 (2023: £95.45m). KPMG LLP evaluated this position, confirming the validity of the going concern assumption based on parental support guarantees. Lenders and credit controllers conducting due diligence should run a company charge check to review the exact ranking and security register for group borrowings.
Directors and Ownership
The directorship of Bellis Acquisition Company PLC saw notable changes across 2023 and 2024:
- Board Exits: M Dale and G Lindsay resigned on 19 December 2023. Imraan Patel resigned on 30 January 2024. Zuber Issa resigned on 31 October 2024, followed by Mohsin Issa on 19 December 2024.
- Board Appointments: H Selby joined the board on 30 January 2024. M Gleeson and R Hattrell were appointed on 11 November 2024.
- Shareholder Structure: The company's immediate ownership traces through intermediate entities held by private equity sponsor TDR Capital LLP, Walmart Inc. (holding preference share facilities maturing in February 2028), and previously the Issa brothers.
- Remuneration: Directors received zero statutory remuneration directly from this company during 2024 (2023: £nil). Executive services are compensated by operating subsidiary entities in accordance with disclosures under Companies Act 2006 s.412.
Recent Activity and Financial Strategy
During 2024, the entity executed extensive balance sheet restructuring to extend debt maturities:
1. Refinancing Exercise (May 2024): Issued £1.75bn 8.125% Senior Secured Notes maturing May 2030 and secured a €1.285bn Term Loan B facility. Proceeds funded the tender and cancellation of existing 3.25% and 4.5% Senior Secured Notes due 2026.
2. Facility Extensions (December 2024): Secured a further €185m Term Loan B facility due May 2031 and extended the maturity date of Term Loan A to October 2028.
3. Hedging Arrangements: Prepared under ICAWE-recognized FRS 101 standards, the company uses cross-currency interest rate swaps (CCIRS) and interest rate swaps to hedge floating rates (SONIA and EURIBOR) and Euro currency exposures, covering 100% of Term Loan B on a current notional basis.
Risk Indicators and What to Watch
Advisers and credit analysts evaluating the company should focus on four specific signals:
- Intercompany Reliance: Solvency is tied to interest receipts from downstream entities and financial backstopping from Bellis Finco PLC. Solvency under Insolvency Act 1986 s.123 relies on group liquidity flows. Legal teams should routinely run a winding up petition search across major trading subsidiaries to track counterparty exposure.
- Covenant Monitoring: Borrowing agreements include a senior secured net leverage ratio covenant capped at 4.90:1. Operating plans for the underlying ASDA business note near-term margin investment and temporary leverage increases.
- Interest Rate Exposure: Despite derivative hedging, shifts in underlying benchmarks (SONIA and EURIBOR) impact refinancing costs upon swap expirations.
- Governance Evolution: The complete departure of the founding Issa brothers from the board transfers statutory governance entirely to institutional appointees and independent directors.
How a Professional Validates This Manually vs Corp Intel
Manual Verification Process
1. Search the Companies House register to download statutory accounts (FRS 101 filings) and forms MR01/MR04.
2. Cross-reference debt creation, charge registrations, and legal notices in The Gazette.
3. Review the court cause lists for claims involving group trading entities.
4. Reconcile corporate relationships across ultimate holding companies and preference shareholders.
Corp Intel Automated Workflow
Corp Intel consolidates statutory filings, group structures, and debt indices into a single interface. Rather than tracking individual filings manually, advisers set up free company monitoring to get automatic updates on board movements, charge updates, and legal notices across the ASDA Group structure.
FAQ
What is the operational purpose of Bellis Acquisition Company PLC?
Bellis Acquisition Company PLC functions as an intermediate holding and group financing vehicle. It raises capital via bond issuances and bank facilities, lending the proceeds to group entities within the ASDA structure.
Does Bellis Acquisition Company PLC have employees?
No. The company reports an employee headcount of zero. Operating functions, payroll, and trading relationships are handled by operating entities such as ASDA Stores Limited.
Why does the company report net current liabilities?
At 31 December 2024, the entity reported net current liabilities of £332.03m. This position is supported by intercompany receivables, group cash management facilities, and a formal letter of financial support from parent company Bellis Finco PLC.
What major debt transactions occurred in 2024?
The company completed a major refinancing in May 2024, issuing £1.75bn in 8.125% Senior Secured Notes and securing a €1.285bn Term Loan B, followed by an additional €185m facility in December 2024. The proceeds were used to cancel debt due in 2026.
Who currently serves on the board of directors?
Following the resignations of Mohsin Issa, Zuber Issa, and Imraan Patel during 2024, the active board includes M Gleeson, R Hattrell, and H Selby.
Professional Due Diligence Next Steps
For additional structural intelligence, detailed debt schedules, or active monitoring on this entity and its parent entities, search the full dataset via Corp Intel Search.