TIDMCRC

RNS Number : 8215I

Circle Property PLC

07 December 2022

7 December 2022

Circle Property Plc

("Circle", the "Company" or the "Group")

Interim Results for the six months ended 30 September 2022

DIVESTMENT PROGRAMME CONTINUES

Circle Property Plc (AIM: CRC) is pleased to announce interim results for the six months ended 30 September 2022.

John Arnold, Chief Executive of Circle Property Plc, said:

"We continue to progress our divestment strategy with a view to returning the net proceeds to shareholders.

The more challenging macroeconomic backdrop impacted the broader property investment market after the period. This has meant our rate of sales has slowed in recent months from the expedited rate achieved earlier in the year and pricing has also been softer. Nevertheless, we are still able to divest assets successfully and remain steadfast in generating the best value possible for shareholders.

Circle is debt free following these well-timed asset disposals and still expects to make the first capital distribution to shareholders in Q1 2023."

Highlights

-- Approximately 60% of the property portfolio, by value, has been disposed of since the announcement of the divestment strategy in February 2022.

-- Proven track record of divesting assets at prices in excess of book valuations to extract maximum value, albeit not at historical premiums during the reported period due to the weakened property market.

   --      The Group's loan facility was repaid in full in June 2022, leaving the Group debt free. 

-- At the period end, the Group's cash balance was GBP21 million, ahead of an expected return of capital to shareholders in Q1 2023.

-- Unaudited net asset value ("NAV") of GBP2.73 per share as at 30 September 2022 (31 March 2022: GBP2.81; 30 September 2021: GBP2.74).

-- Asset management continues with the refurbishment of K3 Kents Hill, Milton Keynes. Due to the evolving requirements of the tenant, refurbishment costs have increased from approximately GBP2.2 million to approximately GBP2.7 million and completion is expected to take place in December 2022.

Post period end

-- On 6 October 2022, the Group completed the sale of Elizabeth House, Staines for a consideration of GBP3.5 million.

-- On 23 November 2022, the Group exchanged contracts for the sale of Somerset House, Birmingham for a consideration of GBP15.180 million. Completion is expected to take place by the end of February 2023.

-- The letting of K3, Kents Hill Business Park was completed and the sale at GBP4.5 million is expected to complete before the end of December 2022.

Outlook

-- Post period, the disposals below valuation and the issue of 918,793 Ordinary Shares to the Executives under the Company's LTIP announced in October 2022 (the "LTIP Shares"), has impacted the current estimated NAV per share. The issue of the LTIP Shares had a negative dilutive effect on the current estimated NAV of 9 pence per share, reducing it to GBP2.64.

-- In addition, due to challenging market conditions, the Board anticipates that by the end of the sales programme, the estimated NAV is expected to reduce further. Further announcements will be made as appropriate, as and when further disposals are made.

-- Confident in delivering further asset sales to maximise returns, albeit selling into a more difficult investment market.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the UK version of the EU Market Abuse Regulation (2014/596) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time.

 
                             +44 (0)207 930 
 Circle Property Plc          8503 
 John Arnold, CEO 
  Edward Olins, COO 
 
                            +44 (0) 207 397 
 Cenkos Securities           8900 
 Katy Birkin 
  Mark Connelly 
  George Lawson 
 
                            +44 (0) 203 897 
 Radnor Capital Partners     1830 
 Joshua Cryer 
  Iain Daly 
 
                            +44 (0) 203 757 
 Camarco                     4992 
 Ginny Pulbrook 
  Rosie Driscoll 
  Toby Strong 
 

About Circle Property Plc

Circle is not a Real Estate Investment Trust (REIT) and has historically actively recycled proceeds from asset sales into its refurbishment and redevelopment pipeline to generate attractive total returns. Since February 2022, the Group has embarked on an orderly break-up of the portfolio to return maximum value to shareholders.

Chief Executive's Statement

The property market reached record highs in certain sectors earlier in 2022. However, this has since reversed as a consequence of elevated inflation, market uncertainty, the war in Ukraine, the rising cost of capital and other macroeconomic challenges.

Although the property market has weakened considerably after the reported period, we are pleased that the majority of the properties were sold into a more receptive market earlier in the year. We moved quickly following the announcement of the divestment strategy, taking advantage of a buoyant market for regional offices, achieving prices in excess of book valuations. As a result, we expect the aggregate of all disposal prices to be in the region of 95% of the March 2022 valuations when regional office valuations were at their peak.

Disposals during the period included the completion of the sale of K1 & K2 at Kents Hill Business Park, Milton Keynes ("Kents Hill") in August 2022 at a price of GBP12.73 million, with a further payment of GBP4.5 million agreed for K3 following completion of the contracted letting to Kuehne+Nagel (subsequently let on 30 November 2022) and expected to complete by the end of December 2022. Moreover, Cheltenham House, Birmingham sold for GBP4.664 million (completed September 2022) and 720 Aztec West in Bristol sold for GBP2.52 million (completed May 2022).

The occupational market is challenging but our office portfolio has continued to benefit from workers returning to the workplace, with occupancy and usage high. Consequently, rent collection is no longer a topic as it was during the period of the pandemic, with rent collection at expected levels. The Group's active asset management approach has enabled us to capture demand, lease vacant space and deliver growth, at K3 Kents Hill, where we have added additional refurbishment capex in to meet the requirements of the incoming tenant.

As we further progress against our programme of asset disposals, the Board remains committed to maximising returns and delivering value to shareholders. Given the divestment strategy and plans for two returns of capital directly to shareholders, with the first expected in Q1 2023, the Board has resolved that there will be no interim dividend.

It is the Board's intention to liquidate all the remaining assets before the end of our current financial year, so long as there remains interested buyers at respectable pricing levels.

Condensed consolidated statement of comprehensive income

for the 6 months ended 30 September 2022

 
                                                   6 months        6 months       12 months 
                                                       to              to             to 
                                                  30 September    30 September     31 March 
                                                      2022            2021           2022 
                                          Note    (unaudited)     (unaudited)     (audited) 
                                                      GBP             GBP            GBP 
---------------------------------------  -----  --------------  --------------  ------------ 
 
 Rental income                             4         2,416,643       3,233,143     7,458,236 
 Other income                              4           418,168         983,509     1,581,773 
---------------------------------------  -----  --------------  --------------  ------------ 
                                                     2,834,811       4,216,652     9,040,009 
 
 Property expenses                         5         (643,672)     (1,219,063)   (2,082,925) 
 
 Net rental income                                   2,191,139       2,997,589     6,957,084 
 
 Administrative expenses                   6         (978,252)       (944,649)   (3,583,744) 
 
 Operating profit                                    1,212,887       2,052,940     3,373,340 
 
 (Loss)/gain on disposal of investment 
  properties                                       (1,683,575)         599,446     2,070,908 
 (Loss)/gain on revaluation of 
  investment properties                    11      (1,074,273)     (1,300,804)     1,837,721 
 
 Operating (loss)/profit after revaluation 
  of investment properties                         (1,544,961)       1,351,582     7,281,969 
 
 Finance income                            7            43,883              26           192 
 Finance costs                             8         (444,191)       (760,934)   (1,488,907) 
 
 Net finance costs                                   (400,308)       (760,908)   (1,488,715) 
 
 (Loss)/profit for the period/year 
  before taxation                                  (1,945,269)         590,674     5,793,254 
 
 Taxation                                  9           446,383       (156,562)   (1,425,337) 
 
 Total comprehensive (loss)/profit 
  for the period/year                              (1,498,886)         434,112     4,367,917 
---------------------------------------  -----  --------------  --------------  ------------ 
 
 (Loss)/earnings per share                 10           (0.05)            0.02          0.15 
---------------------------------------  -----  --------------  --------------  ------------ 
 
 NAV per share                                            2.73            2.74          2.81 
---------------------------------------  -----  --------------  --------------  ------------ 
 
 

There is no comprehensive income other than that included in the loss for the period. All of the loss for the period is attributable to the owners of the Company.

All items in the above statement derive from continuing operations.

Condensed consolidated statement of financial position

as at 30 September 2022

 
                                            30 September   30 September    31 March 
                                     Note       2022           2021           2022 
                                            (unaudited)    (unaudited)     (audited) 
                                                GBP            GBP            GBP 
----------------------------------  -----  -------------  -------------  ------------ 
 Non-current assets 
 Investment properties                11      27,496,279     99,243,539    32,399,476 
 Right of use assets                              61,959          2,316        75,728 
 Property plant and equipment                     54,344         52,940        49,025 
 Lease incentives and receivables     13         771,372      9,966,711     1,350,524 
 Deferred tax asset                              564,030      1,191,464       406,612 
----------------------------------  -----  -------------  -------------  ------------ 
                                              28,947,984    110,456,970    34,281,365 
 
 Current assets 
 Investment properties                11      20,328,627              -    39,994,194 
 Lease incentives and receivables     13       3,859,460      2,731,180     3,858,790 
 Assets held for sale                 12       6,400,000     20,000,000     2,200,000 
 Cash and cash equivalents                    20,892,395      8,566,762    25,303,400 
----------------------------------  -----  -------------  -------------  ------------ 
                                              51,480,482     31,297,942    71,356,384 
 
 Total assets                                 80,428,466    141,754,912   105,637,749 
----------------------------------  -----  -------------  -------------  ------------ 
 
 Equity 
 Stated capital                               42,542,179     42,542,179    42,542,179 
 Treasury share reserve                        1,047,684      1,170,961     1,047,684 
 Retained earnings                            33,570,840     33,866,695    36,060,113 
----------------------------------  -----  -------------  -------------  ------------ 
 Total equity                                 77,160,703     77,579,835    79,649,976 
 
 Non-current liabilities 
 Loan borrowings                      14               -     60,249,656             - 
 Trade and other payables             15       1,247,814              -     1,055,871 
 Lease liabilities for right of 
  use assets                                      34,393              -        47,398 
 Deferred tax liability                          540,353        379,226       923,046 
----------------------------------  -----  -------------  -------------  ------------ 
                                               1,822,560     60,628,882     2,026,315 
 
 Current liabilities 
 Trade and other payables             15       1,419,603      3,539,026     2,631,128 
 Loan borrowings                      14               -              -    21,305,537 
 Lease liabilities for right of 
  use assets                                      25,600          7,169        24,793 
----------------------------------  -----  -------------  -------------  ------------ 
                                               1,445,203      3,546,195    23,961,458 
 
 Total liabilities                             3,267,763     64,175,077    25,987,773 
----------------------------------  -----  -------------  -------------  ------------ 
 
 
 Total liabilities and equity                 80,428,466    141,754,912   105,637,749 
----------------------------------  -----  -------------  -------------  ------------ 
 
 

The condensed consolidated interim financial statements were approved by the Board of Directors on 6 December 2022.

Condensed consolidated statement of changes in equity

for the 6 months ended 30 September 2021

 
                                        Treasury   Share-based 
                             Stated       share      payment      Retained 
                             capital     capital     reserve       earnings       Total 
                              GBP         GBP          GBP           GBP           GBP 
-----------------------   -----------  ---------  ------------  ------------  ------------ 
 As at 1 April 2021        42,162,178    380,001     1,047,684    33,814,453    77,404,316 
 
 Profit for the period              -          -             -     1,184,112     1,184,112 
 
 Share-based payments               -          -       123,277             -       123,277 
 
 Dividends                          -          -             -   (1,131,870)   (1,131,870) 
 
 As at 30 September 
  2021                     42,162,178    380,001     1,170,961    33,866,695    77,579,835 
 
 Loss for the period                -          -             -     3,183,805     3,183,805 
 
 Share-based payments               -          -       314,618             -       314,618 
 
 Reclassification                   -          -     (437,895)             -     (437,895) 
 
 Dividends                          -          -             -     (990,387)     (990,387) 
 
 As at 31 March 2022       42,162,178    380,001     1,047,684    36,060,113    79,649,976 
 
 Loss for the period                -          -             -   (1,498,886)   (1,498,886) 
 
 Dividends                          -          -             -     (990,387)     (990,387) 
 
 As at 30 September 
  2022                     42,162,178    380,001     1,047,684    33,570,840    77,160,703 
------------------------  -----------  ---------  ------------  ------------  ------------ 
 
 

Condensed consolidated statement of cash flows

for the 6 months ended 30 September 2022

 
                                               6 months        6 months       12 months 
                                                   to              to             to 
                                              30 September    30 September     31 March 
                                                  2022            2021           2022 
                                              (unaudited)     (unaudited)     (audited) 
                                                  GBP             GBP            GBP 
 ---------------------------------------    --------------  --------------  ------------- 
 
 Cash flows from operating activities 
 (Loss)/profit for the period before 
  taxation                                     (1,945,269)       1,340,674      5,793,254 
 Adjustments for: 
 Finance income                                   (43,883)            (26)          (192) 
 Finance expense                                   444,191         760,934      1,488,907 
 Depreciation                                        9,241           7,785         16,715 
 Amortisation of right of use assets                13,769          18,700         30,196 
 Loss/(gain) on revaluation of 
  investment properties                          1,074,273       1,300,804    (1,837,721) 
 Loss/(gain) on disposal of investment 
 properties                                      1,683,575       (599,446)    (2,070,908) 
 Gain on revaluation of assets 
  held for sale                                          -       (750,000)              - 
 Share based payments                                    -         123,277        437,895 
 (Increase)/decrease in trade and 
  other receivables                              (246,335)         412,560      (207,344) 
 (Decrease)/increase in trade and 
  other payables                                 (762,424)       (334,478)         17,065 
 
 Cash (used in)/from operating 
  activities                                       227,138       2,280,784      3,667,867 
 
 Interest paid                                   (401,743)       (655,725)    (1,332,610) 
 Interest received                                  20,161              26            192 
 Taxation paid                                           -               -      (480,779) 
 
 Net cash (used in)/from operating 
  activities                                     (154,444)       1,625,085      1,854,670 
----------------------------------------    --------------  --------------  ------------- 
 
 Cash flows from investing activities 
 Cost of refurbishment of investment 
  properties                                   (1,497,510)     (1,084,488)    (2,089,004) 
 Proceeds from disposal of investment 
  properties                                    19,866,425       3,436,621     61,009,583 
 Cost of additions of property 
  plant and equipment                             (14,561)         (6,315)       (11,330) 
 
 Net cash from investing activities             18,354,354       2,345,818     58,909,249 
----------------------------------------    --------------  --------------  ------------- 
 
 Cash flows from financing activities 
 Repayment of borrowings                      (21,480,656)     (1,775,000)   (40,819,344) 
 Payment of lease liabilities                     (14,430)        (20,075)       (41,722) 
 Dividends paid                                  (990,387)     (1,131,870)    (2,122,257) 
 
 Net cash used in financing activities        (22,485,473)     (2,926,945)   (42,983,323) 
----------------------------------------    --------------  --------------  ------------- 
 
 Net (decrease)/increase in cash 
  and cash equivalents                         (4,285,563)       1,043,958     17,780,596 
 Cash and cash equivalents at the 
  beginning of the period                       25,303,400       7,522,804      7,522,804 
----------------------------------------    --------------  --------------  ------------- 
 Cash and cash equivalents at the 
  end of the period                             21,017,837       8,566,762     25,303,400 
----------------------------------------    --------------  --------------  ------------- 
 
 

Notes to the condensed consolidated interim financial statements

for the 6 months ended 30 September 2022

1 General information

These condensed consolidated interim financial statements are for Circle Property Plc ("the Company") and its subsidiary undertakings (together referred to as the "Group").

The Company's shares are admitted to trading on AIM, a market operated by the London Stock Exchange plc. The Company is domiciled and registered in Jersey, Channel Islands. The address of its registered office is 3rd Floor, IFC5, Castle Street, St Helier, Jersey, JE2 3BY.

The nature of the Company's operations and its principal activities are that of property investment in the UK.

2 Principal accounting policies

Basis of preparation

The condensed consolidated interim financial statements are prepared under the historical cost convention, on a basis other than going concern basis and in accordance with International Financial Reporting Standards and IFRIC interpretations adopted for use in the UK ("IFRS") and with those parts of the Companies (Jersey) Law, 1991 applicable to companies preparing their accounts under IFRS.

The condensed consolidated interim financial statements contained in this document do not constitute statutory accounts under Companies (Jersey) Law 1991. In the opinion of the directors, the condensed consolidated interim financial statements for this period fairly presents the financial position, result of operations and cash flows for this period.

The condensed consolidated interim financial statements have not been audited, nor have they been reviewed by the Company's auditors in accordance with the International Standard on Review Engagements 2410 issued by the Auditing Practices Board.

Statutory financial statements for the year ended 31 March 2022 were approved by the Board of Directors on 15 July 2022. The report of the auditors on those financial statements was unqualified, however, the report included an emphasis of matter on the non-going concern basis preparation of the Company.

Statement of compliance

The Interim Report includes the consolidated interim financial statements which have been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting'. The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 March 2022, which have been prepared in accordance with IFRS as adopted by the United Kingdom and applicable law.

Going concern

In February 2022, the Group provided an update on its future strategy whereby it would make targeted property sales, whilst investing in and actively managing the remainder of the property portfolio, over an extended period of two to three years. The proceeds of the future disposals were to be utilised to continue to reduce borrowings with the remaining proceeds to be returned to shareholders in an orderly and efficient manner.

Due to the Group's intention to pursue this revised strategy, the interim financial statements have been prepared on a basis other than going concern.

In preparing the financial statements on an alternate basis, the Board has continued to apply the requirements of IFRS taking into account that the Group is not intended to continue as a going concern in the foreseeable future.

This has resulted in a reclassification of investment properties and associated lease incentive assets that are expected to be disposed of in the period ending 30 September 2023 as current assets in accordance with IAS 1. There has been no impact on the measurement of assets and liabilities as at 30 September 2022. No additional provisions have been recognised as at 30 September 2022 in relation to the costs expected to be incurred in winding down the Group's operations.

The remainder of the property portfolio continues to be actively managed with strong rental collections and the timely recovery of any arrears. In assessing the Group's ability to continue operating, the Group's cash forecasts have been modelled based on the circumstances of each tenant on an individual basis and all envisaged development expenditure has been accounted for. Rental collections continue to be monitored on a monthly basis with payment plans agreed for the collection of overdue amounts.

New Standards adopted at 1 January 2022

There are no accounting pronouncements which have become effective from 1 January 2022 that have a significant impact on the Group's interim condensed consolidated financial statements.

Significant accounting policies

The accounting policies applied by the Group in these half-yearly results are the same as those applied by the Group in its consolidated financial information in its 2022 Annual Report and Accounts.

Areas of estimates and judgement

In preparing these condensed consolidated interim financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income, and expenses. Actual results may differ from these estimates.

The judgements, estimates and assumptions applied in the Group's consolidated interim financial statements, including the key sources of estimation uncertainty, were the same as those applied in the Group's last annual financial statements for the year ended 31 March 2022.

3 Operating segments

During the period the Group operated in one geographical segment, which is the United Kingdom, and one reporting segment, which is investment in commercial property. Therefore, no segmental reporting is required.

 
 4 Revenue                         6 months        6 months      12 months 
                                       to              to            to 
                                  30 September    30 September    31 March 
                                      2022            2021          2022 
                                  (unaudited)     (unaudited)    (audited) 
                                      GBP             GBP           GBP 
----------------------------    --------------  --------------  ---------- 
 
 Rental income                       2,223,900       3,337,533   6,904,275 
 Lease incentive adjustment            192,743       (104,390)     553,961 
------------------------------  --------------  --------------  ---------- 
                                     2,416,643       3,233,143   7,458,236 
 
 Insurance recovery                     65,373         100,268     125,279 
 Service charge income                 334,489         798,241   1,324,494 
 Other income                           18,306          85,000     132,000 
------------------------------  --------------  --------------  ---------- 
                                       418,168         983,509   1,581,773 
 
                                     2,834,811       4,216,652   9,040,009 
  ----------------------------  --------------  --------------  ---------- 
 
 
 5 Property expenses                     6 months        6 months      12 months 
                                             to              to            to 
                                        30 September    30 September    31 March 
                                            2022            2021          2022 
                                        (unaudited)     (unaudited)    (audited) 
                                            GBP             GBP           GBP 
----------------------------------    --------------  --------------  ---------- 
 
 Property expenses                            15,119          33,292      78,485 
 Property service charges                    184,358         221,610     393,323 
 Property repairs and maintenance 
  costs                                            -          28,753      28,753 
 Property insurance                           60,305          75,048     146,483 
 Property rates                               49,401          62,119     111,387 
 Recoverable service charge costs            334,489         798,241   1,324,494 
 
                                             643,672       1,219,063   2,082,925 
  ----------------------------------  --------------  --------------  ---------- 
 
 
 
 6 Administrative expenses             6 months        6 months      12 months 
                                           to              to            to 
                                      30 September    30 September    31 March 
                                          2022            2021          2022 
                                      (unaudited)     (unaudited)    (audited) 
                                          GBP             GBP           GBP 
--------------------------------    --------------  --------------  ---------- 
 
 Staff costs                               515,224         506,001   2,167,519 
 Administration fees                       150,563         153,200     308,302 
 Legal and professional fees               185,592         176,914     589,238 
 Audit fees                                 41,647          33,500      75,630 
 Accountancy fees                            1,950           2,445       6,424 
 Rent, rates and other office 
  costs                                      7,689           9,113      10,786 
 Other overheads                            52,577          36,991      72,941 
 Depreciation of tangible fixed 
  assets                                     9,241           7,785      16,715 
 Amortisation of right of use 
  assets                                    13,769          18,700      30,196 
 Waiver of rental arrears                        -               -     200,000 
 Provision for doubtful debts                    -               -     105,993 
 
                                           978,252         944,649   3,583,744 
  --------------------------------  --------------  --------------  ---------- 
 
 
 
 7 Finance income        6 months        6 months      12 months 
                             to              to            to 
                        30 September    30 September    31 March 
                            2022            2021          2022 
                        (unaudited)     (unaudited)    (audited) 
                            GBP             GBP           GBP 
------------------    --------------  --------------  ---------- 
 
 Bank interest                43,883              26         192 
 
                              43,883              26         192 
  ------------------  --------------  --------------  ---------- 
 
 
 
 8 Finance costs                        6 months        6 months      12 months 
                                            to              to            to 
                                       30 September    30 September    31 March 
                                           2022            2021          2022 
                                       (unaudited)     (unaudited)    (audited) 
                                           GBP             GBP           GBP 
---------------------------------    --------------  --------------  ---------- 
 
 Loan interest                              153,185         643,284   1,209,950 
 Loan commitment fees                        25,100          17,739      71,949 
 Amortisation of lending costs              175,119         101,972     202,197 
 Interest on long-term incentive 
  payment                                    88,555               -       5,111 
 Interest on lease liabilities                2,232         (2,061)       (300) 
 
                                            444,191         760,934   1,488,907 
  ---------------------------------  --------------  --------------  ---------- 
 
 
 
 9 Taxation                              6 months        6 months      12 months 
                                             to              to            to 
                                        30 September    30 September    31 March 
                                            2022            2021          2022 
                                        (unaudited)     (unaudited)    (audited) 
                                            GBP             GBP           GBP 
----------------------------------    --------------  --------------  ---------- 
 
 Current tax                                  93,729         159,356      99,459 
 Deferred tax (credit) / charge            (540,112)         (2,794)     433,958 
 Impairment of deferred tax asset                  -               -     891,920 
 
                                           (446,383)         156,562   1,425,337 
  ----------------------------------  --------------  --------------  ---------- 
 

Basic earnings per share has been calculated on profit after tax attributable to ordinary shareholders for the period (as shown on the condensed consolidated statement of comprehensive income) and the weighted average number of ordinary shares in issue during the period.

 
                                                     6 months        6 months      12 months 
                                                         to              to            to 
                                                    30 September    30 September    31 March 
                                                        2022            2021          2022 
                                                    (unaudited)     (unaudited)    (audited) 
                                                        GBP             GBP           GBP 
----------------------------------------------    --------------  --------------  ----------- 
 
 (Loss)/profit for the period                        (1,615,536)         434,112    4,367,917 
------------------------------------------------  --------------  --------------  ----------- 
 
 Weighted average number of shares (excluding 
  treasury shares)                                    28,296,762      28,296,762   28,296,792 
-----------------------------------------------   --------------  --------------  ----------- 
 
 (Loss)/earnings per ordinary 
  share:                                                  (0.06)            0.02         0.15 
------------------------------------------------  --------------  --------------  ----------- 
 
 
 
 10 Diluted earnings per share            6 months        6 months      12 months 
                                              to              to            to 
                                         30 September    30 September    31 March 
                                             2022            2021          2022 
                                         (unaudited)     (unaudited)    (audited) 
                                             GBP             GBP           GBP 
-----------------------------------    --------------  --------------  ----------- 
 
 (Loss)/profit for the period             (1,615,536)         434,112    4,367,917 
-------------------------------------  --------------  --------------  ----------- 
 
 Weighted average number of shares         29,183,396      29,322,398   29,183,396 
-------------------------------------  --------------  --------------  ----------- 
 
 Profit/(loss) per ordinary share:             (0.06)            0.01         0.15 
-------------------------------------  --------------  --------------  ----------- 
 
 
 11 Investment properties                 30 September   30 September     31 March 
                                              2022           2021            2022 
                                          (unaudited)    (unaudited)     (audited) 
                                              GBP            GBP            GBP 
-------------------------------------    -------------  -------------  ------------- 
 
 Opening fair value per valuation 
  report                                    75,700,000    132,150,000    132,150,000 
 Cost of refurbishment of investment 
  properties                                 1,281,530      1,342,369      2,296,994 
 Disposal of investment properties        (19,350,000)    (2,837,175)   (58,938,675) 
 (Loss)/gain on revaluation of 
  investment properties                    (1,074,273)    (1,300,804)      1,837,721 
 Lease incentive amortisation                  192,743      (104,390)        553,960 
 Reclassification of assets held 
  for sale                                 (6,400,000)   (19,250,000)    (2,200,000) 
 
 Fair value of investment properties 
  per valuation report                      50,350,000    110,000,000     75,700,000 
--------------------------------------   -------------  -------------  ------------- 
 
 Unamortised lease incentives              (2,525,094)   (10,756,461)    (3,306,330) 
 
 Carrying value                             47,824,906     99,243,539     72,393,670 
---------------------------------------  -------------  -------------  ------------- 
 

Following the amendment of the basis of preparation of the financial statements, investment properties and the unamortised lease incentives thereon have been recognised as current and non-current assets dependent on the anticipated disposal date. At 30 September 2022, GBP29.25 million of the total value of the investment property of GBP50.35 million has been recognised as a current asset and GBP21.1 million has been recognised as a non-current asset.

At 30 September 2022, both K3, Kents Hill Park and Elizabeth House, are classified as held for sale given the properties meets IFRS 5 criteria (2021: 720 Aztec West).

The fair value of the Group's investment properties at 30 September 2022 has been arrived at on the basis of valuation carried out by Savills (UK) Limited. The valuation was carried out in accordance with the Practice Statements contained in the Appraisal and Valuation Standards as published by the RICS. In forming their opinion of the fair value, the independent valuer's had regard to the current best use of the property, its investment attributes, and recent comparable transactions. The valuation was carried out using the "All Risks Yield" method taking into consideration both sales and rental evidence and formulating the opinion of market value taking into account the properties' locations, specifications, and specific characteristics.

At 30 September 2022, the fair value of the Group's investment properties per the valuation report amounted to GBP50.35 million (2021: GBP110 million). The difference between the fair value of the investment properties per the valuation report and the fair value per the balance sheet of GBP2,525,094 (2021: GBP10,756,461) relates to unamortised lease incentives which are recorded in the financial statements within non-current and current assets.

The Group had pledged all of its investment properties to secure banking facilities granted to the Group as detailed in note 14. On 22 June 2022 the banking facilities were repaid and the security released.

 
 12 Assets held for sale             30 September   30 September    31 March 
                                         2022           2021          2022 
                                     (unaudited)    (unaudited)    (audited) 
                                         GBP            GBP           GBP 
--------------------------------    -------------  -------------  ---------- 
 
 Opening balance                        2,200,000              -           - 
 Reclassification of K3, Kents 
  Hill Park                             2,900,000              -           - 
 Reclassification of Elizabeth 
  House, London Road                    3,500,000              -           - 
 Reclassification of One Castle 
  Park, Bristol                                 -     19,250,000           - 
 Reclassification of 720 Aztec 
  West                                          -              -   2,200,000 
 Disposal of 720 Aztec West           (2,200,000)              -           - 
 Gain on revaluation of asset 
  s held for sale                               -        750,000           - 
 
 Closing balance                        6,400,000     20,000,000   2,200,000 
----------------------------------  -------------  -------------  ---------- 
 
 

On 11 August 2022, the Group exchanged contracts on the sale of Elizabeth House, London Road to Map Commercial Properties Limited for a consideration of GBP3.5 million. Completion took place on 6 October 2022.

On 19 August 2022, the Group exchanged contracts on the sale of Kents Hill, Milton Keynes (buildings K1, K2 and K3) to Corum XL, for a consideration of GBP17.23 million. The sale of buildings K1 and K2 completed simultaneously on exchange at a sale price of GBP12.73 million. Completion of the sale of building K3, at a sale price of GBP4.5 million, is expected to take place prior to the end of the calendar year, following the completion of the refurbishment currently underway.

 
 13 Lease incentives and receivables      30 September   30 September    31 March 
                                              2022           2021          2022 
                                          (unaudited)    (unaudited)    (audited) 
                                              GBP            GBP           GBP 
-------------------------------------    -------------  -------------  ---------- 
 
 Non-current 
 Lease incentives                              771,372      9,966,711   1,350,524 
---------------------------------------  -------------  -------------  ---------- 
 
 Current 
 Lease incentives                            1,753,721        789,750   1,955,807 
 Amounts due from property agents               15,369         51,586      77,491 
 Tenant deposits                               225,351        272,662     225,351 
 VAT                                           125,442              -           - 
 Amounts due from tenants                    1,257,606      1,379,759   1,426,867 
 Provision for doubtful debts                (105,993)              -   (105,993) 
 Other receivables                             587,964        237,423     279,267 
 
                                             3,859,460      2,731,180   3,858,790 
  -------------------------------------  -------------  -------------  ---------- 
 
 
 
 14 Loan borrowings                 30 September   30 September     31 March 
                                        2022           2021            2022 
                                    (unaudited)    (unaudited)     (audited) 
                                        GBP            GBP            GBP 
-------------------------------    -------------  -------------  ------------- 
 
 Brought forward                      21,305,537     61,922,684     61,922,684 
 Loan repayments                    (21,480,656)    (1,775,000)   (40,819,344) 
 Amortisation of lending costs           175,119        101,972        202,197 
 
 Total borrowings                    -               60,249,656     21,305,537 
---------------------------------  -------------  -------------  ------------- 
 
 

The Group was party to a revolving facility, with NatWest and HSBC. The facility was a GBP60 million revolving facility with an accordion option of up to GBP40 million. The facility had a four year term, repayable on 13 February 2023.

The facility was secured by a first and only legal charge over the Group's investment properties, an assignment of rental income, charges over specified bank accounts of the Group and a floating charge granted over all assets of the Group.

The revolving facility was fully repaid by the Group on 22 June 2022.

 
 15 Trade and other payables      30 September   30 September    31 March 
                                      2022           2021          2022 
                                  (unaudited)    (unaudited)    (audited) 
                                      GBP            GBP           GBP 
-----------------------------    -------------  -------------  ---------- 
 
 Non-current 
 Long-term incentive payment         1,247,814              -   1,055,871 
-------------------------------  -------------  -------------  ---------- 
 
 Current 
 Trade payables                         16,246         47,200     166,312 
 Property improvement costs             19,443        285,314     235,423 
 Wages and salaries                     27,755         26,223     352,723 
 Deferred income                       896,120      1,752,940   1,210,499 
 Rental deposit accounts               225,351        272,662     225,351 
 Finance costs                               -        279,467     223,458 
 VAT                                         -        195,485      25,307 
 Valuation fee                           9,600         13,200      24,000 
 Audit fees                             39,000         33,500      75,630 
 Administration fees                         -              -          66 
 Current taxation                      186,088        633,035      92,359 
 
                                     1,419,603      3,539,026   2,631,128 
  -----------------------------  -------------  -------------  ---------- 
 

16 Subsequent events

On 6 October 2022, the Group completed the sale of Elizabeth House, Staines for a consideration of GBP3.5 million.

On 11 October 2022, John Arnold and Edward Olins exercised their rights to acquire, for nil consideration, 466,649 and 419,984 ordinary shares of no par value ("Ordinary Shares") respectively. The issue of 886,633 Ordinary Shares was satisfied by 255,034 Ordinary Shares which were held in treasury and the issue of a further 631,599 new Ordinary Shares. Following the exercise, the Company had a total of 29,183,395 Ordinary Shares in issue.

On 14 October 2022, John Arnold was issued a further 32,160 Ordinary Shares in respect of the accrued dividend attributable to his Long Term Incentive Plan shares issued on 11 October 2022. Edward Olins chose to receive the accrued dividend in cash. Following the issue, the Company has a total of 29,215,555 Ordinary Shares in issue.

On 23 November 2022, the Group exchanged contracts for the sale of Somerset House, Birmingham for a consideration of GBP15.18 million. Completion is expected to take place by the end of February 2023.

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December 07, 2022 02:00 ET (07:00 GMT)

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