7 Dec 2022 07:00
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 £21 million, ahead of an expected return of capital to shareholders in Q1 2023.
· Unaudited net asset value ("NAV") of £2.73 per share as at 30 September 2022 (31 March 2022: £2.81; 30 September 2021: £2.74).
· 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 £2.2 million to approximately £2.7 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 £3.5 million.
· On 23 November 2022, the Group exchanged contracts for the sale of Somerset House, Birmingham for a consideration of £15.180 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 £4.5 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 £2.64.
· 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.
Circle Property Plc | +44 (0)207 930 8503 |
John Arnold, CEO Edward Olins, COO | |
Cenkos Securities | +44 (0) 207 397 8900 |
Katy Birkin Mark Connelly George Lawson |
|
Radnor Capital Partners | +44 (0) 203 897 1830 |
Joshua Cryer Iain Daly | |
Camarco | +44 (0) 203 757 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 £12.73 million, with a further payment of £4.5 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 £4.664 million (completed September 2022) and 720 Aztec West in Bristol sold for £2.52 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 to30 September2022 |
| 6 months to30 September2021 | 12 months to31 March2022 | ||||
Note |
| (unaudited) |
| (unaudited) | (audited) | ||
|
|
| £ |
| £ |
| £ |
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
Note |
| 30 September 2022 |
| 30 September 2021 | 31 March2022 | ||
(unaudited) |
| (unaudited) | (audited) | ||||
|
|
| £ |
| £ |
| £ |
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
Statedcapital |
| Treasury share capital |
| Share-based payment reserve |
| Retained earnings |
| Total | ||
|
| £ |
| £ |
| £ |
| £ |
| £ |
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 to30 September2022 |
| 6 months to30 September2021 | 12 months to31 March2022 | |||||
(unaudited) |
| (unaudited) | (audited) | |||||
|
|
|
| £ |
| £ |
| £ |
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 to30 September2022 |
| 6 months to30 September2021 | 12 months to31 March2022 | ||
(unaudited) |
| (unaudited) | (audited) | ||||
£ |
| £ |
| £ | |||
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 to30 September2022 |
| 6 months to30 September2021 | 12 months to31 March2022 | ||
(unaudited) |
| (unaudited) | (audited) | ||||
|
|
| £ |
| £ |
| £ |
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 to30 September2022 |
| 6 months to30 September2021 | 12 months to31 March2022 | ||
(unaudited) |
| (unaudited) | (audited) | ||||
|
|
| £ |
| £ |
| £ |
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 to30 September2022 |
| 6 months to30 September2021 | 12 months to31 March2022 | ||
(unaudited) |
| (unaudited) | (audited) | ||||
|
| £ |
| £ |
| £ | |
Bank interest | 43,883 |
| 26 | 192 | |||
|
|
|
|
| |||
43,883 | 26 | 192 | |||||
8 Finance costs |
| 6 months to30 September2022 |
| 6 months to30 September2021 | 12 months to31 March2022 | ||
(unaudited) |
| (unaudited) | (audited) | ||||
|
| £ |
| £ |
| £ | |
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 to30 September2022 |
| 6 months to30 September2021 | 12 months to31 March2022 | ||
(unaudited) |
| (unaudited) | (audited) | ||||
£ |
| £ |
| £ | |||
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 to30 September2022 |
| 6 months to30 September2021 | 12 months to31 March2022 | ||||
(unaudited) |
| (unaudited) | (audited) | ||||
|
|
| £ |
| £ |
| £ |
(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 to30 September2022 |
| 6 months to30 September2021 | 12 months to31 March2022 | ||
(unaudited) |
| (unaudited) | (audited) | ||||
|
|
| £ |
| £ |
| £ |
(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 2022 |
| 30 September 2021 | 31 March 2022 | ||
(unaudited) |
| (unaudited) | (audited) | ||||
|
| £ |
| £ |
| £ | |
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, £29.25 million of the total value of the investment property of £50.35 million has been recognised as a current asset and £21.1 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 £50.35 million (2021: £110 million). The difference between the fair value of the investment properties per the valuation report and the fair value per the balance sheet of £2,525,094 (2021: £10,756,461) 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 2022 |
| 30 September 2021 | 31 March 2022 | ||
(unaudited) |
| (unaudited) | (audited) | ||||
|
| £ |
| £ |
| £ | |
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 assets 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 £3.5 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 £17.23 million. The sale of buildings K1 and K2 completed simultaneously on exchange at a sale price of £12.73 million. Completion of the sale of building K3, at a sale price of £4.5 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 2022 |
| 30 September 2021 | 31 March 2022 | ||
(unaudited) |
| (unaudited) | (audited) | ||||
|
| £ |
| £ |
| £ | |
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 2022 |
| 30 September 2021 | 31 March 2022 | ||
(unaudited) |
| (unaudited) | (audited) | ||||
|
| £ |
| £ |
| £ | |
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 £60 million revolving facility with an accordion option of up to £40 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 2022 |
| 30 September 2021 | 31 March 2022 | ||
(unaudited) |
| (unaudited) | (audited) | ||||
£ |
| £ |
| £ | |||
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 £3.5 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 £15.18 million. Completion is expected to take place by the end of February 2023.