TIDMTRAF
RNS Number : 6889W
Trafalgar Property Group PLC
24 December 2021
24 December 2021
TRAFALGAR PROPERTY GROUP PLC
("Trafalgar", the "Company" or "Group")
Interim Results
for the six months ended 30 September 2021
Trafalgar (AIM: TRAF), the AIM quoted residential property
developer operating in southeast England, announces its interim
results for the six months ended 30 September 2021 (the
"Period").
Key financials:
-- Turnover for the Period was GBP390,139, (H1 2020: GBP1,311,150);
-- Gross profit of GBP6,955, (H1 2020: gross profit GBP302,596),
giving a loss before tax of GBP338,139 (H1 2020: pre-tax loss:
GBP16,699);
-- EPS of (0.35)p (H1 2020: (0.00p)); and
-- Cash in bank at period end was GBP24,329 (H1 2020:
GBP405,813); at 20 December 2021 cash at bank was GBP43,750
-- James Dubois, Non-Executive Chairman of Trafalgar, said: 'The
results for the year for the six months to 30 September 2021 are
disappointing. However, we have been facing a period of great
difficulty in the property sector with long planning delays due to
the Covid-19 pandemic and this has delayed the start of our next
construction projects. Overheads have been reduced significantly
whilst we await the results of our planning submissions."
Copies of the interim report will be available later today on
the Company's website, www.trafalgarproperty.group
Enquiries:
Trafalgar Property Group Plc
James Dubois +44 (0) 1732 700 000
Spark Advisory Partners Ltd - AIM Nominated
Adviser
Matt Davis/James Keeshan +44 (0) 20 3368 3550
Peterhouse Capital Limited - Broker
Duncan Vasey/Lucy Williams +44(0)20 7409 0930
Notes to Editors:
Trafalgar Property Plc is the holding company of Trafalgar New
Homes Limited and Trafalgar Retirement+ Limited, residential
property developers operating in the southeast of England. The
founders have a long track record of developing new and refurbished
homes, principally in Kent and Surrey.
The Company's focus is on the select acquisition of land for
residential property development. The Company outsources all
development activities, for example the obtaining of planning
permission, design and construction, and uses fixed price build
contracts, enabling it to tightly control its development and
overhead costs.
For further information visit www.trafalgarproperty.group .
TRAFALGAR PROPERTY GROUP PLC
INTERIM REPORT FOR THE SIX MONTHSED 30 SEPTEMBER 2021
CHIEF EXECUTIVE'S REPORT
I present the Company's Interim Results for the six month period
to 30 September 2021. Revenue for the period was GBP390,139 and
cost of sales was GBP383,184 giving a gross profit for the period
of GBP6,955.
Mortgage and private loan interest was paid during the period of
GBP62,963 with a further GBP25,620 of loan note equity interest
being accrued in the period. The result of the above is a loss
before taxation for the period of GBP338,139.
The directors have considered relevant information, including
the annual budget, forecast future cash flows and the impact of
subsequent events in making their assessment. The COVID-19 pandemic
and the ensuing economic shutdown has impacted the Company's
operations. In response to the COVID-19 pandemic, the directors
have performed a robust analysis of forecast future cash flows
taking into account the potential impact on the business of
possible future scenarios arising from the impact of COVID-19. This
analysis also considers the effectiveness of available measures to
assist in mitigating the impact.
Based on these assessments and having regard to resources
available to the entity, the directors have concluded that they can
continue to adopt the going concern basis in preparing the
financial statements.
The effects of the COVID-19 pandemic have affected our business
since March 2020 as sales of completed units have been delayed by
some months. Fortunately, we had completed the construction phase
of these units although there have been delays in obtaining
planning permission for other potential new sites. Like most
businesses, we are aware of our need to conduct ourselves carefully
to preserve the health of our staff and customers, and we have
limited our overhead expenditure wherever possible.
During the 6 months to 30 September 2021 the Group sold one
investment property following a tenant vacating and with one other
leasehold investment property currently under offer following the
tenant vacating in early December 2021. During the year a review
for revaluation has taken place on the investment properties and a
provision has been made of GBP (67,000) within the Statement of
Comprehensive Income as at 30 September 2021. We are also awaiting
the results of planning appeals lodged for two sites in Surrey
although the planning process has been negatively impacted by the
effects of the pandemic.
Paul Treadaway
Chief Executive
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHSED 30 SEPTEMBER 2021
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
6 month 6 month Year
period ended period ended ended
30 September 30 September 31 March
(Unaudited) (Unaudited) (Audited)
Note 2021 2020 2021
GBP'000 GBP'000 GBP'000
Revenue 390 1,311 2,286
Cost of sales (383) (1,009) (1,964)
Gross profit/(loss) 7 302 322
Administrative expenses (257 ) (237 ) (464)
Underlying operating (loss)/profit (250) 65 (142)
Other interest receivable and other
income 29 29 27
Interest payable and similar charges (88) (77) (214)
(Loss)/profit before taxation (338) 17 (329)
Tax payable on profit on ordinary 4 - - -
activities
(Loss)/profit after taxation for
the period (338) 17 (329)
Other comprehensive income
Total comprehensive (loss)/profit
for the period (338) 17 (329)
(Loss/profit) attributable to:
Equity holders of the parent (338) 17 (329)
Total comprehensive (loss)/profit
for the period attributable to:
Equity holders of the parent (338) 17 (329)
(LOSS)/PROFIT PER ORDINARY SHARE;
Basic/Diluted 5 (0.35)p 0.00p (0.34)p
All results in the current and preceding financial period derive
from continuing operations.
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHSED 30 SEPTEMBER 2021
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
30 September 30 September 31 March
(Unaudited) (Unaudited) (Audited)
Note 2021 2020 2021
GBP'000 GBP'000 GBP'000
Non-current assets
Tangible fixed assets 1 2 1
Investment property 9 1,533 1,975 1,975
1,534 1,977 1,976
Current assets
Inventory 87 989 79
Trade and other receivables 14 50 33
Cash at bank and in hand 24 406 246
125 1,445 358
Total assets 1,659 3,422 2,334
EQUITIES AND LIABILITIES
Current liabilities
Trade and other payables 470 498 479
Borrowings - 374 -
470 872 479
Non-current liabilities
Borrowings 4,490 5,167 4,818
Total liabilities 4,960 6,039 5.297
Equity attributable to equity
holders of the Company
6 &
Called up share capital 7 2,727 2,727 2,727
Share premium account 3,250 3,250 3,250
6 &
Loan note equity 7 104 104 104
Reverse acquisition reserve (2,818) (2,818) (2,818)
Profit and loss account (6,564) (5,880) (6,226)
Total Equity (3,301) (2,617) (2,963)
Total Equity and Liabilities 1,659 3,422 2,334
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHSED 30 SEPTEMBER 2021
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Share Loan Reverse Retained Total
capital premium Note equity acquisition profits equity
Reserve reserve /(losses)
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 April 2021 2,727 3,250 104 (2,818) (6,226) (2,963)
(Loss)/Profit for
period - - - - (338) (338)
Other comprehensive - - - - - -
income for the period
Total comprehensive
income for the period - - - - (338) (338)
Issue of shares - - - - - -
Share issue costs - - - - - -
Loan notes issue - -
At 30 September 2021 2,727 3,250 104 (2,818) (6,564) (3,301)
For the purpose of preparing the consolidated financial
statement of the Group, the share capital represents the nominal
value of the issued share capital of 0.1p per share. Share premium
represents the excess over nominal value of the fair value
consideration received for equity shares net of expenses of the
share issue.
The reverse acquisition reserve related to the reverse
acquisition between Trafalgar Property Group plc and Trafalgar New
Homes Limited on 11 November 2011.
Loan note equity further details are provided in Note 6, 7 &
8
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHSED 30 SEPTEMBER 2021
CONSOLIDATED STATEMENT OF CASH FLOWS
6 month 6 month Year
period ended period ended ended
30 September 30 September 31 March
(Unaudited) (Unaudited) (Audited)
2021 2020 2021
GBP'000 GBP'000 GBP'000
Cash flow from operating activities
Operating (loss)/profit (338) 17 (329)
Depreciation charges - - 1
Loss on sale of investment property 22 - -
Fair value movements on investment 67 - -
property
Increase in stocks (8) 224 1,134
(Increase)/decrease in debtors 19 (8) (9)
(Decrease)/increase in creditors (9) (51) (70)
Interest paid 88 69 214
Net cash inflow/(outflow) from
operating activities (159) 251 941
Investing activities
Disposal of investment property 353 - -
& revaluation
Purchase of tangible fixed assets - (1) (1)
Net cash used in investing activities 353 (1) (1)
Taxation - - -
Financing activities
Issue of shares - 750 683
Share issue costs - (67) -
New loan borrowings (418) 50 51
Related party loan repayment (25) - (771)
Related party new loan borrowings 94 (274) 430
Repayment loan borrowings (4) 182 (555)
Repayment other borrowings - (80) (490)
Interest paid (63) 69 (70)
Net cash flow from financing (416) 128 (722)
(Decrease)/increase in cash and
cash equivalents in the period (222) 378 218
Cash and cash equivalents at the
beginning of the year 246 28 28
24 406 246
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHSED 30 SEPTEMBER 2021
NOTES TO THE FINANCIAL INFORMATION
1. GENERAL INFORMATION
This financial information is for Trafalgar Property Group Plc
("the Company") and its subsidiary undertakings. The Company is
incorporated in England and Wales.
2. BASIS OF PREPARATION
The interim consolidated financial information has been prepared
with regard to International Financial Reporting Standards (IFRS)
as adopted for use in the United Kingdom (UK IFRS). The interim
financial information incorporates the results for the Group for
the six month period from 1 April 2021 to 30 September 2021. The
results for the year ended 31 March 2021 have been extracted from
the statutory financial statements for the Group for the year ended
31 March 2021. The financial information set out in these interim
consolidated financial information does not constitute statutory
accounts as defined in S434 of the Companies Act 2006. They do not
include all of the information required for full annual financial
statements, and should be read in conjunction with the consolidated
financial statements of the Group for the year ended 31 March 2021,
which contained an unqualified audit report and have been filed
with the Registrar of Companies. They did not contain statements
under S498 of the Companies Act 2006.
The same accounting policies, presentation and methods of
computation have been followed in these unaudited interim financial
statements as those which were applied in the preparation of the
group's annual financial statements for the year ended 31 March
2021.
The interim consolidated financial information incorporates the
financial statements of Trafalgar Property Group Plc and its
subsidiaries.
The interim financial information for the six months ended 30
September 2021 was approved by the directors on 22 December
2021.
3. SEGMENTAL REPORTING
For the purpose of IFRS 8, the chief operating decision maker
("CODM") takes the form of the Board of Directors. The Directors'
opinion of the business of the Group is that the principal activity
of the Group was property development and there is considered to be
one reportable segment, that of property development carried on in
the UK. The internal and external reporting is on a consolidated
basis with transactions between Group companies eliminated on
consolidation. Therefore the financial information of the single
segment is the same as that set out in the consolidated statement
of comprehensive income, the consolidate statement of changes in
equity, the consolidated statement of financial position and
cash-flows.
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHSED 30 SEPTEMBER 2021
NOTES TO THE FINANCIAL INFORMATION
4. TAXATION
6 month 6 month Year
period ended period ended ended
30 September 30 September 31 March
(Unaudited) (Unaudited) (Audited)
2021 2020 2021
GBP'000 GBP'000 GBP'000
Current tax - - -
Tax charge/(credit) - - -
Loss/(profit) on ordinary activities
before tax (338) 17 (329)
Based on profit for the period:
Tax at 20% - - -
Effect of:
Losses (not utilised)/utilized - - -
Tax charge for the period - - -
No tax provision has been made on account of brought
forward losses.
5. PROFIT/(LOSS) PER ORDINARY SHARE
The calculation of profit/ (loss) per ordinary share is based on
the following
(losses) and number of shares:
6 month 6 month Year
period ended period ended Ended
30 September 30 September 31 March
(Unaudited) (Unaudited) (Audited)
2021 2020 2021
GBP'000 GBP'000 GBP'000
(Loss)/profit for the period (338) 17 (329)
Weighted average number of shares
for basic (loss)/profit per share 95,644,038 1,081,519,705 95,644,038
Weighted average number of shares
for diluted profit/(loss) per share 95,644,038 1,081,519,705 95,644,038
(LOSS)/PROFIT PER ORDINARY SHARE;
Basic (0.35)p 0.00p (0.34)p
Diluted ( 0.35)p 0.00p (0.34)p
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHSED 30 SEPTEMBER 2021
NOTES TO THE FINANCIAL INFORMATION
6. SHARE CAPITAL
Authorised Share Capital
30 September 31 March
2021 2021
Number Number
1,425,190,380 487,690,380
Ordinary shares of 0.01p each
Issued in year:
Ordinary shares of 0.01p - 937,500,000
Total ordinary shares of 0.01p
in issue) 1,425,190,380 1,425,190,380
Total ordinary shares of 0.1p
in issue following consolidation 142,519,038 142,519,038
Deferred shares of 0.9p in issue 287,144,228 238,375,190
Deferred shares of 0.9p arising
from re-organisation - 48,769,038
Total deferred shares of 0.9p
in issue 287,144,228 287,144,228
Authorised Share Capital 30 September 31 March
2021 2021
GBP'000 GBP'000
Called up share capital 2,727 2,727
Share premium 3,250 3,250
Loan notes equity reserve 104 104
On 13(th) July 2020, the Company undertook a sub-division of its
ordinary shares, which sub-divided the 487,690,380 0.1p Ordinary
Shares into 487,690,380 0.01p Ordinary shares and 487,690,380 0.09p
Deferred shares. Subsequently, the 0.09p Deferred shares were
consolidated with the 0.9p Deferred shares to create 287,144,228
0.9p Deferred shares ranking pari passu as one class with the
existing deferred shares of 0.9p each.
On 14th July 2020, 937,500,000 additional shares were issued
under a placing at 0.08p each (at a premium of 0.07p per share) to
raise GBP750,000 before costs of GBP 66,863.
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHSED 30 SEPTEMBER 2021
NOTES TO THE FINANCIAL INFORMATION
In addition, on 14(th) July 2020 warrants to subscribe for
ordinary shares of 0.01p were granted as follows:-
Subscribers to the placing were granted warrants to subscribe
for up to 937,500,000 shares for a period of two years, exercisable
at 0.2p per share.
Peterhouse Capital Limited was granted warrants to subscribe for
shares equivalent up to 3% of the issued ordinary share capital
from time to time, exercisable for a period of two years, at 0.08p
per share.
Following the consolidation of ordinary shares in December 2020,
the warrants have been adjusted and comprise placee warrants to
subscribe for up to 93,750,000 ordinary shares of 0.1p at 2p per
share, and the warrants held by Peterhouse Capital Limited are
exercisable at 0.8p per share.
In relation to the granting of these warrants to Peterhouse
Capital Limited, these fall under the requirements of IFRS 9
Financial Instruments and as such are accounted for at fair value
through profit or loss. At the grant date of these warrants these
are valued using a Black Scholes model to determine the intrinsic
value of the warrant and a liability is recognized for this amount
with a corresponding expense through the income statement. The
Directors' have concluded that the intrinsic value of the warrant
as at 31 March 2021 is not material to the results and subsequent
movements in the share price have decreased this value further. As
such no accounting entries have been made to these results.
Further on 14 July 2020, GBP600,000 of convertible loan notes
were issued to Mr C C Johnson as part of arrangements to reorganise
loans between him and the Group. The notes are repayable on 31 July
2022 and are convertible at any time into 300,000,000 ordinary
shares of 0.01p at 0.2p per share. On conversion, warrants to
subscribe for up to 300,000,000 ordinary shares will be granted to
Mr C C Johnson exercisable for a period of two years from the date
of grant at 0.2p per share. Following the consolidation of ordinary
shares in December 2020, the loan notes have been adjusted and are
convertible into 30,000,000 ordinary shares of 0.1p at 2p per
share, with warrants to be granted to subscribe for up to
30,000,000 ordinary shares of 0.1p each at 2p per share.
The convertible loan notes have been accounted for as having
both a debt and an equity element. This results in the creation of
a loan note equity reserve at the point of issue. This loan note
equity reserve is the difference between the loan note value
received by the company of GBP 600,000 and the fair value of a debt
only instrument with a 10% imputed interest rate and a final
settlement figure of GBP 600,000 in July 2022. This 10% imputed
interest rate of GBP33,058 (2020: nil), is managements' best
estimate as to the interest rate that would be expected from the
market for an unsecured loan of GBP600,000 without a conversion
element.
Or din a ry shares en title the h o l d er to r eceive n o tice
of and to attend or v o te at any
general meeting of the C o m pany or to receive dividen ds or oth er distri b uti o n s.
Defer red sh a res do n ot entitle the h old er to r eceive
notice of and to attend or v o te at a ny gener al meeting of the C
o m pany or to receive div i den ds or other distrib u tio n s. U
pon win ding up or dis s olu tion of the C o m pany the h o l d e
rs of defer r ed shares shall be entitled to r eceive an am o unt
eq ual to the n o minal am ou nt paid up th e r e o n, b ut o nly
after h o l d e rs of o r din a ry shares have r eceived GBP 10 0 ,
0 00 p er o r dinary share. H o l d ers of def e r red sh a res are
not entitled to any further rights of participation in the assets
of the Company. The Company has the right to purchase the deferred
shares in issue at any time for no consideration.
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHSED 30 SEPTEMBER 2021
NOTES TO THE FINANCIAL INFORMATION
On 29 December 2020, for every ten of the 1,425,190,380 ordinary
shares of 0.01p then in issue, were consolidated into one ordinary
share of 0.1p resulting in there being 142,519,038 ordinary shares
of 0.1p in issue.
There were no further issues or consolidation of share capital
in the 6 month period to 30 September 2021.
7. SHARE OPTIONS AND WARRANTS
Sh are optio ns or warran ts as at t he year e n d are as
follows (2020:nil)
On 14 J u l y 2020 warran ts to s u b scribe f or ordinary shar
es of 0.0 1p were g ranted as f ollo w s :
(a) Su b scribers to t he placing e f f ected in J u ly 2020
were g r a nted warran ts to s u b scribe f or up to 937 , 500 ,
000 shares f or a period of t wo year s, e x e rcisable at 0.2p per
share;
(b) Peter h o use Capital L i mited w as g ranted warrants to s
u b scribe f or shares eq u i valent up to 3% of the issued
ordinary share capital from time to time, exercisable f or a p e
riod of t wo year s, at 0.0 8p per share.
Following the consolidation of ordinary shares in December 2020,
the warrants have been adjusted and comprise place warrants to
subscribe for up to 93,750,000 ordinary shares of 0.1p at 2p per
share, and the warrants held by Peterhouse Capital Limited are
exercisable at 0.8p per share.
Further on 14 July 2020 GBP600,000 of convertible loan notes
were issued to Mr C C Johnson as part of arrangements to reorganise
loans between him and the Group. The notes are repayable on 31 July
2022 and are convertible at any time into 300,000,000 ordinary
shares of 0.01p at 0.2p per share. On conversion warrants to
subscribe for up to 300,000,000 ordinary shares will be granted to
Mr C C Johnson exercisable for a period of two years from the date
of grant at 0.2p per share. Following the consolidation of ordinary
shares in December 2020, the loan notes have been adjusted and are
convertible into 30,000,000 ordinary shares of 0.1p at 2p per
share, with warrants to be granted to subscribe for up to
30,000,000 ordinary shares of 0.1p each at 2p per share.
8. SUBSEQUENT EVENTS
On 22 November 2021, it was announced that Mr C C Johnson has
agreed to lend the Company up to GBP200,000 by way of additional
convertible loan notes. The convertible loan notes, of which GBP
80,000 will be drawn immediately will be used for general working
capital purposes. The convertible loan notes have a redemption date
of 30 November 2022. All drawdowns against the convertible loan
notes facility are at the full discretion of Mr C C Johnson.
In the event the convertible loan notes are drawn in full, they
will be convertible into 28,571,427 new ordinary shares at 0.7p per
ordinary share. The convertible loan notes are unsecured,
non-transferable with nil coupon and can be converted at any time
by Mr C C Johnson, subject inter alia to his entire holding being
less than 29.99 per cent.
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHS ENDED 30 SEPTEMBER 2021
NOTES TO THE FINANCIAL INFORMATION
9. INVESTMENT PROPERTY
Total
GBP
FAIR VALUE
At 1 April 2021 - freehold property 900,000
At 1 April 2021 - leasehold property 1,075,000
Disposals - leasehold property (375,000)
Revaluations - leasehold properties
(67,000)
At 30 September 2021 1,533,000
NET BOOK VALUE
At 30 September 2021 1,533,000
At 31 March 2021 1,975,000
Fair value at 30 September 2021 is represented by:
GBP
Valuation at 31 March 2021 1,075,000
Re valuation - 6 months to 30 September 2021 (67,000)
Disposal (375,000)
Leasehold property 633,000
Freehold property 900,000
Fair value 30 9 21 1,533,000
Following a review during the period, the directors considered
it prudent to re assess the fair value of all investment property
held. During the period to 30 September 2021 one property was sold
following the tenants vacating. This sold at a loss as shown in the
Statement of Comprehensive Income. Since the period end another
leasehold property has gone under offer in December 2021. This too
will show a loss of GBP40,000. Consequently a revaluation of
GBP67,000 (loss) has been provided on account of the two remaining
leasehold properties. The Directors consider the fair value brought
forward on the freehold property is correct and no further
adjustment has been made in the period to date on that
property.
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