GHE.L Regulatory News (GHE)

30 Aug 2012 07:00

GRESHAM HOUSE plc

INTERIM RESULTS 2012

CHAIRMAN'S INTERIM STATEMENT AND MANAGEMENT REPORT

I am pleased to report on the half year results for the six months ended 30 June 2012 which show an overall loss of £791,000 for both the Revenue and Capital account compared with a loss of £178,000 for the same period in 2011. This loss represents 14p per ordinary share (2011: 0.2p per share) and, as a consequence, the basic net asset value per ordinary share has fallen from 447p as at 31 December 2011 to 432p (cum dividend). Adjusting this figure for the negative balance for non-controlling interests reduces this value to 411.9p (31 December 2011: 427.6p). This reduction is further explained in note 12 to these Interim Results.

Revenue Account

The revenue loss for the period ended 30 June 2012 was £352,000 against a loss in the corresponding period last year of £482,000. The principal reasons for the improvement in the results were an overall increase of £81,000 in investment income and a reduction in administrative overheads of £66,000 from £482,000 to £416,000. Investment income benefitted from £215,000 interest from our investment in SMU Investments Limited 12% Loan Stock which had been previously provided against as it was considered prudent to do so until such time as the loan stock was redeemed. The loan was repaid in July 2012 together with accumulated interest which represented an annual interest rate of 20.1%. This was partly offset by a decrease in bond interest of £129,000 as a result of sales since that time.

Capital Account

Following our normal policy no independent valuations have been undertaken at the half year end and, as a consequence, values have been maintained at the independent valuations of 31 December 2011. We have therefore provided against all capital additions to the property portfolio which amounted to £258,000 in the period to 30 June 2012 compared to £147,000 in the period to 30 June 2011. The principal provisions were against costs incurred in connection with our development sites at Newton le Willows and Vincent Lane, Dorking.

The investment portfolio showed losses of £181,000 during the half year ended 30 June 2012. The principal write down was £358,000 against our investment in Memorial Holdings Limited following a reduction in the independent valuation of the cemetery at Kemnal Park from £47.5million to £40 million, a figure that we believe to be very conservative, and the dilution of our shareholding from 15% to 10.5% as a result of the refinancing and further fundraising necessary to complete Phase 1 of the development.

This write down was augmented by a further provision of £70,000 in respect of our loan to Lancashire Tea Limited and a £50,000 reduction in value of our holding in Wheelsure Holdings plc which is traded on PLUS Markets. Against this I am pleased to report some solid results from SpaceandPeople plc where the book value increased by £247,500 at the period end to 30 June 2012.

Property Portfolio

We continue to work the portfolio with a view to liquidating the assets by the end of 2013 whilst seeking to maximise their values.

At Newton-le-Willows we are confident that in September 2012 we will secure a valuable consent on 10 acres for a 70,000 sq. ft. (6,500m2) foodstore, petrol filling station and associated car parking. Thereafter we will commence discussions with potential operators.

At Vincent Lane, Dorking, Lidl are due to complete the purchase of 1.2 acres and commence development this autumn. Persimmon Homes have submitted an appeal against the Local Authority's decision to refuse planning for housing and are confident of a successful outcome within 6 months.

At Deacon Park, Knowsley terms have been agreed for the sale of the Sugarich unit to the tenant.

At Southern Gateway, we have recently completed the letting of a 48,000 sq. ft. (4,400m2) standalone unit to Acumen Distribution on market terms and at Northern Gateway we are currently in detailed negotiations with a potential tenant for this 143,000 sq. ft. (13,200m2) warehouse.

Securities Portfolio

The principal investments remain SpaceandPeople plc and Memorial Holdings Limited. As mentioned previously the former has produced some very good results and consequently we continue to hold this investment. With regard to the latter, which relates to an investment in a 55 acre cemetery at Kemnal Park, the company held its first interment in May 2012 when it buried some ancient bones that were disturbed by the construction of Crossrail in Southwark. The cemetery opened at the end of August 2012 for graveside burials and the chapel is expected to be completed by the end of the year. The latest independent valuation was below our expectations but it is difficult to validate a premium product where there is very little competition in the market. We however remain confident of both the proposed business plan and the excellence of the cemetery.

Our investment in Attila (BR) Limited is looking more positive following the exchange of conditional contracts for the sale of the company's sole asset being development land in Edinburgh.

Borrowings

Whilst overall short term borrowings have increased by £1m as a result of the revenue losses, bank loan repayments and property capital expenditure I am pleased to report that the loan facility with the Co-operative Bank in the sum of £9.79m has been renewed for a further 12 months to 31 May 2013 on terms not materially different to those relating to the loan that expired in May 2012 but now with additional security ranking behind the Royal Bank of Scotland (RBS). In addition the loan facility to Knowsley Industrial Property Ltd by RBS of £1,976k has been renewed until 31 December 2013 and that to Newton Estate Ltd of £3,050k, also by RBS, has been extended until 31 March 2013 both on broadly similar terms to the facilities that expired on 16 July 2012.

Disposal Strategy

We continue to focus on the disposal of your Company's assets and, providing there is no further deterioration in the commercial property market, we believe that it is practical to achieve a liquidation of the Company by the end of 2013.

Tony Ebel

Chairman

30 August 2012

UNAUDITED CONDENSED GROUP STATEMENT OF COMPREHENSIVE INCOME

UNAUDITED CONDENSED GROUP STATEMENTS OF CHANGES IN EQUITY

UNAUDITED CONDENSED GROUP STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2012

UNAUDITED CONDENSED GROUP STATEMENT OF CASH FLOWS

FOR THE HALF YEAR ENDED 30 JUNE 2012

NOTES TO THE ACCOUNTS

1 REPORTING ENTITY

Gresham House plc ("the Company") is a company incorporated in England. The unaudited condensed group interim financial statements of the Company as at and for the six months ended 30 June 2012 comprise the Company and its subsidiary undertakings (together referred to as the "Group"). All intra-group transactions, balances, income and expenses are eliminated on consolidation.

2 STATEMENT OF COMPLIANCE

These unaudited condensed group interim financial statements have been prepared in accordance with International Financial Reporting Standard (IFRS) IAS 34 Interim Financial Reporting. They do not constitute statutory accounts within the meaning of section 435 of the Companies Act 2006.

The unaudited condensed group interim financial statements should be read in conjunction with the consolidated financial statements of the Group and Company as at and for the year ended 31 December 2011 which were prepared in accordance with IFRS as adopted by the European Union and those parts of the Companies Act 2006 applicable to companies reporting under IFRS, and have been reported on by the Company's auditors. The auditors' report was unqualified and did not contain a statement under section 498(2) or (3) of the Companies Act 2006.

The unaudited condensed group interim financial statements were approved by a duly appointed and authorised committee of the Board of Directors on 30 August 2012. The financial information for the half years ended 30 June 2012 and 30 June 2011 has not been audited and the auditors have not reported on or reviewed these interim financial statements. The information for the year ended 31 December 2011 has been extracted from the latest published audited financial statements.

3 SIGNIFICANT ACCOUNTING POLICIES

The accounting policies applied by the Group in these unaudited condensed group interim financial statements are the same as those applied by the Group in its group financial statements as at and for the year ended 31 December 2011.

Where presentational guidance set out in the Statement of Recommended Practice ("the SORP") for investment trusts issued by the Association of Investment Companies ("the AIC") is consistent with the requirements of IFRS and appropriate in the context of the Company's activities, the directors have sought to prepare the financial statements on a basis compliant with the recommendations of the SORP.

The interim financial statements highlight that the Group has loans of £21.1m due within one year including a facility of £9.79m from The Co-operative Bank plc which has an expiry date of 31 May 2013 and facilities with the Royal Bank of Scotland of £3.05m and £1.98m which had an expiry date of 16 July 2012. Both these facilities with RBS have now been renewed with expiry dates of 31 March 2013 and 31 December 2013 respectively.

The directors' forecast of the Group's cash facilities has assumed the sale of certain investments sufficient to repay these loans as and when they fall due, other than The Co-operative Bank facility and a working capital facility both of which it has been assumed will be renewed. In the event that the investments are not sold at the time envisaged by their forecasts or the assumptions regarding the renewal of bank facilities prove incorrect, the directors believe that the Group has sufficient assets that can be sold, or alternative sources of finance secured thereon, to fund any timing shortfall.

As the Group's investment objective is now the orderly realisation of the Group's assets over a period of approximately two years with a view to returning capital to shareholders thereafter, the Group technically ceases to be a going concern as it is the intention to realise assets and return capital to shareholders in due course. During the realisation period the Group expects to trade in an orderly fashion and, in the directors' opinion, the valuation bases applied to the assets and liabilities are such that there would be no material adjustments to the interim financial statements if they had been prepared on a going concern basis.

4 ESTIMATES

The preparation of the unaudited condensed group interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

In preparing these unaudited condensed group interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the group financial statements as at and for the year ended 31 December 2011.

5 FINANCIAL RISK MANAGEMENT

The Group's financial risk management objectives and policy are consistent with those disclosed in the group financial statements as at and for the year ended 31 December 2011.

6 INCOME

7 FINANCE COSTS

8 LOSS PER SHARE

Basic and diluted loss per share

The basic and diluted loss per share figure is based on the total net loss attributable to equity holders of the parent for the half year of £754,000 (half year ended 30 June 2011: £8,000; year ended 31 December 2011: £1,552,000) and on 5,369,880 (half year ended 30 June 2011 & year ended 31 December 2011: 5,369,880) ordinary shares, being the weighted average number of ordinary shares in issue during each respective period.

There were no potentially dilutive ordinary shares as at 30 June 2012.

The loss per ordinary share figures detailed above can be further analysed between revenue and capital as follows:

9 DIVIDENDS

10 INVESTMENTS - SECURITIES

As at 30 June 2012 the Company's ten largest investments were:-

11 ORDINARY SHARE CAPITAL

12 NET ASSET VALUE PER SHARE

Basic and diluted

Basic and diluted net asset value per ordinary share is based on Equity attributable to equity shareholders at the period end and on 5,369,880 (half year ended 30 June 2011 & year ended 31 December 2011: 5,369,880) ordinary shares being the number of ordinary shares in issue at the period end. No shares were deemed to have been issued at nil consideration as a result of options granted and hence there were no potentially dilutive ordinary shares as at 30 June 2012.

However the above calculation assumes that any negative balance for non-controlling interests will not impact on the net asset value amount. As there is no legal obligation for these amounts to be reimbursed or repaid by the non-controlling interests and, given the Company's investment objective, it is the Board's opinion that a more accurate reflection of the figure for net asset value is one which is based on Total equity rather than Equity attributable to equity shareholders. In this instance the basic and diluted net asset value per share reduces to 411.9p (half year ended 30 June 2011: 468.4p; year ended 31 December 2011: 427.6p)

13 RECONCILIATION OF OPERATING PROFIT TO OPERATING CASH FLOWS

14 RELATED PARTY TRANSACTIONS

During the period the Group was invoiced £12,500 (half year ended 30 June 2011: £12,500; year ended 31 December 2011: £25,000) for consultancy services supplied by Microdisc Limited, a company in which Mr A G Ebel has an interest. There were no amounts outstanding at any period end.

Mr D Lucie-Smith has an interest in Prince's Place LLP which invoiced the Group a sum of £84,000 (half year ended 30 June 2011: £83,500; year ended 31 December 2011: £170,000) in respect of his services and associated office costs. There were no amounts outstanding at any period end.

Conversely, during the period, the Group invoiced City Real Estate Acquisitions Limited £290 (half year ended 30 June 2011: £6,960; year ended 31 December 2011: £2,879) and Prince's Place LLP £3,283 (half year ended 30 June 2011: £2,729; year ended 31 December 2011: £3,424) for rent and associated office costs. Mr D Lucie-Smith has an interest in each of these companies. At the period end Prince's Place LLP owed £1,906 (half year ended 30 June 2011: £nil; year ended 31 December 2011: £nil).

Rent and rates totalling £4,723 (half year ended 30 June 2011: £nil; year ended 31 December 2011: £7,085) were invoiced to Tribute Management Limited during the period, a company in which Mr D Lucie-Smith and Mr A G Ebel are directors. At the period end £11,352 (half year ended 30 June 2011: £5,383; year ended 31 December 2011: £3,159) was due from Tribute Management Limited.

Mr J A C Lorimer has an interest in New Park Lane Limited and Parkwood Asset Management Limited which the former invoiced the Group a sum of £66,750 (half year ended 30 June 2011: £66,750; year ended 31 December 2011: £133,500) in respect of his services during the period. Conversely the Group invoiced Parkwood Asset Management Limited £2,320 (half year ended 30 June 2011: £1,412; year ended 31 December 2011: £1,704). At the period end Parkwood Asset Management Limited owed £1,008 (half year ended 30 June 2011: £2,715; year ended 31 December 2011: £496).

The total holding of loan stock in Abshot Finance Company Limited, in which the Group has a 50% interest and in which Mr B J Hallett is a director, amounted to £153,000 (half year ended 30 June 2011 and year ended 31 December 2011: £153,000) at the period end against which a provision of £153,000 (half year ended 30 June 2011 and year ended 31 December 2011: £153,000) has been made.

The amount of loan made to Lancashire Tea Limited, in which the Group has a 49% interest and in which Mr D Lucie-Smith and Mr B J Hallett are directors, amounted to £320,000 (half year ended 30 June 2011: £280,000; year ended 31 December 2011: £300,000) at the period end against which a provision of £220,000 (half year ended 30 June 2011: £100,000; year ended 31 December 2011: £150,000) has been made. Additionally, management fees of £3,000 (half year ended 30 June 2011: £9,000; year ended 31 December 2011: £12,000) were invoiced to Lancashire Tea Limited and at the period end £14,560 (half year ended 30 June 2011: £13,316; year ended 31 December 2011: £12,781) was due from Lancashire Tea Limited. Gresham House plc has also provided a guarantee with a maximum liability of £17,500.

The Rowe Trust holds an interest of 644,209 (half year ended 30 June 2011 and year ended 31 December 2011: 644,209) ordinary shares in the Company. Mrs R H Chopin-John is a trustee of the Rowe Trust but has no beneficial interest.

15 SEGMENTAL REPORTING

RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF THE HALF YEARLY FINANCIAL REPORT

We confirm that to the best of our knowledge:

(a) the unaudited condensed group interim financial statements, which have been prepared in accordance with the applicable set of accounting standards, gives a true and fair view of the assets, liabilities, financial position and profit or loss of the Group;

(b) the Chairman's interim statement and management report includes a fair review of the information required by:

(i) DTR 4.2.7R of the Disclosure and Transparency Rule, being an indication of important events that have occurred during the first six months of the financial year and their impact on the unaudited condensed group interim financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

(ii) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so.

Principal risks and uncertainties

The Board consider the principal risks and uncertainties relating to the Group for the next six months to be the same as detailed in the group financial statements for the year ended 31 December 2011. Full details of the risks and uncertainties are detailed under the Investment Policy section and in note 23 of those financial statements.

The principal risks to the business include:-

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