Conygar Inv Regulatory News (CIC)

14 May 2019

The Conygar Investment Company PLC

Interim Results for the six months ended 31 March 2019

Major Points

· Net asset value per share 179p at 31 March 2019.

· Outline planning permission granted for our mixed-use scheme in Nottingham City Centre.

· Construction of the Lidl store at Cross Hands and the B&M store in Ashby-de-la-Zouch both underway.

· Disposal of the Premier Inn at Parc Cybi, Anglesey completed.

· Sale of Selly Oak, Birmingham agreed subject to planning permission.

· Write down of Haverfordwest land value by £18.5 million, reflecting the weak housing market.

· Bought back 3.24 million shares (5.4% of ordinary share capital) at an average price of 172 pence per share.

· Total cash available of £45.6 million and no debt.

Summary Group Net Assets as at 31 March 2019

Robert Ware, Chief Executive of The Conygar Investment Company, commented:

"The granting of the outline planning permission at Nottingham is a very significant step forward, which we believe will be transformational for the Group.

With our cash balances of £46 million and no debt, we are positioned to deliver our projects and to take advantage of increasing market volatility."

Enquiries:

The Conygar Investment Company PLC

Robert Ware: 020 7258 8670

Ross McCaskill: 020 7258 8670

Liberum Capital (Nominated Adviser)

Richard Bootle: 020 3100 2222

Jonathan Wilkes-Green: 020 3100 2222

Temple Bar Advisory (Public Relations)

Alex Child-Villiers: 020 7002 1080

Will Barker: 020 7002 1080

This announcement is released by The Conygar Investment Company PLC and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Company by Ross McCaskill, Finance Director.

Chairman's and Chief Executive's Statement

Results Summary

We present the Group's results for the six months ended 31 March 2019. The net asset value per share at 31 March 2019 decreased to 178.6p from 201.3p at 30 September 2018 (198.3p at 31 March 2018) and the loss before tax was £13.7m (September 2018: £3.8m; March 2018: £4.3m).

While these results reflect some negatives during the reporting period, there has been significant operational progress, some of which has the potential to be transformational for the Group.

The most significant event for the Group occurred after the period end in April, which was the granting of planning permission for our mixed-used scheme in Nottingham City Centre. We acquired the 37 acre site in December 2016 and since then, have worked closely with Nottingham City Council to design a scheme which will regenerate this area of the City Centre, which has been largely unused for twenty years. The scheme we have designed will create a new vibrant district of the City, in which people will live, work and socialise and we are continuing to work with the Council to agree our section 106 obligations. This phased mixed-used development will consist of offices, student housing, private residential and build to rent flats, a hotel and an associated food and beverage offering and potentially, a new university faculty. We have an opportunity to create a long-lasting scheme and we believe that this will enable us to generate returns for shareholders in the medium term.

At Haverfordwest, we are continuing with our plans to build the first phase of houses but the demand from major housebuilders and potential home owners for this land has been much weaker than expected. Accordingly, we have re-evaluated our investment which has resulted in a write-down of £18.5 million.

We have made significant progress at our retail park at Cross Hands, in south west Wales, following the announcement in September 2018 that we had exchanged a lease agreement with Lidl UK GmbH to construct a 23,000 square foot store. Construction began in January 2019 and practical completion is due to take place in late September of this year. Now that the park is mostly let, a third party valuation undertaken at 31 March 2019 has resulted in a surplus of £4.0 million.

At Ashby-de-la-Zouch, construction of the 20,000 square foot store and the 7,500 square foot garden centre, both of which are let to B&M Retail Ltd, also began in January 2019 and is due to complete in September 2019. This asset has been forward sold and it is expected that the net proceeds payable to the Group will be £4.3 million.

In March 2019, we completed the sale of our 80 bedroom hotel at Parc Cybi, on the outskirts of Holyhead, Anglesey, which is let to Premier Inn Hotels Ltd. This asset was forward sold and the Group received net proceeds of £6.9 million, which represents a net initial yield of 4.7%.

After the period ended, in April 2019, we exchanged a conditional contract, on a subject to planning basis, to dispose of our industrial property in Selly Oak, Birmingham, which we acquired in April 2018. Under the terms of the conditional contract, the purchaser, who is a specialist provider of student accommodation, will be responsible for submitting the planning application while we will manage the handover of the existing property with vacant possession. The purchaser is targeting a 608 unit scheme for the site which is located in a predominantly residential area.

Hitachi announced in January 2019 that it was discontinuing plans to construct the new nuclear power station at Wylfa Newydd, Anglesey after failing to reach a funding agreement with the UK Government. Hitachi has cancelled the option agreement covering our 203 acre site at Rhosgoch but the option agreement at Parc Cybi, enabling them to instruct us to build a logistics centre on the 6.9 acre site, is still in place.

Share Buyback

During the six month period ended 31 March 2019, the Group acquired 3,239,000 ordinary shares representing 5.4% of its ordinary share capital, at an average price of £1.72 per share and a cost of £5.6 million. We continue to see the buy back authority as a useful capital management tool.

Outlook

Aside from the setbacks at Haverfordwest and Rhosgoch, the outlook for the business is positive. The granting of the outline planning permission at Nottingham is a very significant step forward, which we believe will be transformational for the Group. With our cash balances of £46 million and no debt, we are positioned to deliver our projects and to take advantage of increasing market volatility.

N J Hamway R T E Ware

Chairman Chief Executive

Financial review

Net Asset Value

The net asset value at 31 March 2019 was £101.0 million (31 March 2018: £128.1 million; 30 September 2018: £120.3 million). The primary movements in the six month period were £5.3 million from the revaluation of investment properties plus net rental income of £0.9 million, offset by £18.8 million of development costs written off, £1.3 million of administrative costs and £5.6 million spent on purchasing our own shares.

Cash Flow

The Group generated £0.4 million cash in operating activities (31 March 2018: used £0.5 million; 30 September 2018: used £1.0million).

The primary cash outflows in the period were £4.0 million incurred on investment properties under construction and £5.6 million to buy back shares. These were partly offset by cash inflows of £5.5 million from the sale of an investment property, resulting in a net cash outflow during the period of £3.6 million (31 March 2018: £1.5 million outflow; 30 September 2018: £12.1 million inflow).

Net Surplus from Investment Property Activities

(1) Of which Selly Oak comprised £51,500 for the period.

Administrative Expenses

The administrative expenses for the six month period ended 31 March 2019 were £1.3 million (six month period ended 31 March 2018: £1.6 million). The major items were salary costs of £0.8 million and various costs arising as a result of the Group being quoted on AIM.

Financing

At 31 March 2019, the Group had cash of £45.6 million (31 March 2018: £35.7 million; 30 September 2018: £49.3 million). The decrease since 30 September 2018 has resulted mainly from the cash used in buying back shares, administrative costs and investing in the investment properties under construction and development projects.

As at 31 March 2019, the Group had no bank loan facilities.

Summary of Investment Properties

(1) The sites at Nottingham, Haverfordwest, Selly Oak, Rhosgoch and Parc Cybi have all been reclassified as trading properties at 31 March 2019.

(2) The Premier Inn hotel development was completed in the period. The asset was forward sold and the balancing cash proceeds of £5.5m received on completion.

Summary of Development Projects

1) Properties reclassified as trading assets as at 31 March 2019.

2) The Company wrote down the value of its investment in Haverfordwest in the current period and reclassified Haverfordwest (Retail) as a trading asset as at 31 March 2019.

Consolidated Statement of Comprehensive Income

For the six months ended 31 March 2019

All amounts are attributable to equity shareholders.

All of the activities of the Group are classed as continuing.

Consolidated Statement of Changes in Equity

For the six months ended 31 March 2019

Consolidated Balance Sheet

As at 31 March 2019

Consolidated Cash Flow Statement

For the six months ended 31 March 2019

Notes to the Interim Results

1. Basis of Preparation

The accounting policies used in preparing the condensed financial information are consistent with those of the annual financial statements for the year ended 30 September 2018 other than the mandatory adoption of new standards, revisions and interpretations that are applicable to accounting periods commencing on or after 1 October 2018, as detailed in the annual financial statements.

The condensed financial information for the six month period ended 31 March 2019 and the six month period ended 31 March 2018 has been reviewed but not audited and does not constitute full financial statements within the meaning of section 435 of the Companies Act 2006.

The financial information for the year ended 30 September 2018 does not constitute the Group's statutory accounts for that period but it is derived from those accounts. Statutory accounts for the year ended 30 September 2018 have been delivered to the Registrar of Companies. The auditors have reported on these accounts; their report was unqualified and did not contain statements under section 498(2) or (3) of the Companies Act 2006.

The board of directors approved the above results on 13 May 2019.

Copies of the interim report may be obtained from the Company Secretary, The Conygar Investment Company PLC, Fourth Floor, 110 Wigmore Street, London, W1U 3RW.

2. Segmental Information

IFRS 8 requires the identification of the Group's operating segments which are defined as being discrete components of the Group's operations whose results are regularly reviewed by the Board of directors. The Group divides its business into the following segments:

· Investment in the shares of Regional REIT Limited (all of which were sold by 30 September 2018); 

· Investment properties, including investment properties under construction, which are owned or leased by the Group for long-term income and for capital appreciation; and,

· Development properties, which include sites, developments in the course of construction and sites available for sale.

The only items of revenue or profit/loss relating to the investment in Regional REIT Limited are the dividends received from that investment, the fair value movement during each reporting period and the loss on sale of those shares. The only item of revenue or profit/loss relating to the development properties is the write off of development costs and therefore only the segmented balance sheet is reported.

Balance Sheet

3. Finance Income

5. Earnings per Share

The calculation of losses per ordinary share is based on the loss after tax of £13,747,000 (31 March 2018: loss of £4,140,000; 30 September 2018: loss of £3,674,000) and on the number of shares in issue being the weighted average number of shares in issue during the period of 57,201,182 (31 March 2018: 65,774,072; 30 September 2018: 64,184,339). There are no diluting amounts in either the current or prior periods.

6. Investment Properties

The movement in the carrying value of investment properties during the period was as follows:

£'000

The historical cost of the investment property held at 31 March 2019 is £10,665,000.

The investment properties are comprised of Cross Hands and Ashby-de-la-Zouch. Cross Hands was revalued by Knight Frank LLP, independent valuers not connected with the Group, at 31 March 2019 at market value in accordance with the Practice Statements contained in the RICS Appraisal and Valuation Standards published by the Royal Institution of Chartered Surveyors which conform to international valuation standards. The valuation was arrived at by reference to market evidence of transaction prices and completed lettings for similar properties. No allowance has been made for expenses of realisation or for any tax which might arise. It assumes a willing buyer and a willing seller in an arm's length transaction. The valuation reflects usual deductions in respect of purchaser's costs and SDLT as applicable at the valuation date. The independent valuer made various assumptions including future rental income, anticipated void costs and the appropriate discount rate or yield.

Ashby-de-la-Zouch has been revalued to reflect the uplift in value as a result of the forward sale.

The property rental income earned from investment properties, leased out under operating leases, amounted to £999,000 (31 March 2018: £612,000; 30 September 2018: £1,538,000).

7. Investment Properties Under Construction

Investment properties under construction are freehold land and buildings representing investment properties under development or construction and they amount to £nil as at 31 March 2019 (31 March 2018: £33,075,000; 30 September 2018: £34,663,000). These properties comprise landholdings for current or future development as investment properties. This methodology has been adopted because the value of these properties is dependent on a detailed knowledge of the planning status, the competitive position of the assets and a range of complex development appraisals. The fair value of these properties rests in the planned developments, and is difficult to estimate pending confirmation of designs and planning permission and hence, has been estimated by the directors at cost as an approximation to fair value.

The movement in the carrying value of investment properties under construction during the period was as follows:

8. Development and Trading Properties

The above amounts relate to development properties, which include sites, developments in the course of construction and sites available for sale. The movement in the carrying value of development and trading properties during the period was as follows:

As set out in the Chairman's and Chief Executive's Statement, the Group has written down the carrying value of Haverfordwest by £18.5m as a result of the weakening of the housing market, the rising costs of construction, which are being significantly impacted by Brexit, and the fact that our retail development at this site is not currently able to commence.

9. Provision for liabilities and charges

10. Net Asset Value per share

Net asset value per share is calculated as the net assets of the Group divided by the number of shares in issue. There are no diluting or adjusting amounts for the reported periods.

Key Management Compensation

Key management personnel have the authority and responsibility for planning, directing and controlling the activities of the Group and are considered to be the directors of the Company. Amounts paid in respect of key management compensation were as follows:

Independent Review Report to The Conygar Investment Company PLC

Introduction

We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six month period ended 31 March 2019 which comprises the consolidated statement of comprehensive income, the consolidated statement of changes in equity, the consolidated balance sheet, the consolidated cash flow statement and the related notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the Company in accordance with the terms of our engagement to assist the Company in meeting the requirements of the AIM Rules ("the AIM Rules"). Our review has been undertaken so that we might state to the Company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company for our review work, for this report, or for the conclusions we have reached.

Directors' Responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the AIM Rules.

As disclosed in note 1, the annual financial statements of the Company are prepared in accordance with IFRS as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting," as adopted by the European Union.

Our Responsibility

Our responsibility is to express to the Group a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six month period ended 31 March 2019 is not prepared, in all material aspects, in accordance with International Accounting Standard 34 as adopted by the European Union and the AIM Rules.

Rees Pollock

Chartered Accountants and Registered Auditors

London13 May 2019

Notes:

(a) The maintenance and integrity of The Conygar Investment Company PLC website is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the interim report since it was initially presented on the website.

(b) Legislation in the United Kingdom governing the presentation and dissemination of financial information may differ from legislation in other jurisdictions.

The directors of Conygar accept responsibility for the information contained in this announcement. To the best knowledge and belief of the directors of Conygar (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.