INL.L Regulatory News (INL)

 29 October 2015

Inland Homes plc

brownfield regeneration specialists and home builders

('Inland' or the 'Company' or the 'Group')

Preliminary results for the year ended 30 June 2015

Rapid Growth Enabling Record Results

Inland Homes, the specialist housebuilder and brownfield land developer, today announces its preliminary results for the year ended 30 June 2015.

1 Excludes unrealised added value accumulated within the land bank due to planning permissions achieved on some sites.

2 The results for 2014 have been restated due to the change in accounting policies to allow for the revaluation of investment properties and for the consolidation of Drayton Garden Village Limited.

Group Highlights

· Record performance, well ahead of market expectations

· Expansion of housebuilding programme adding significantly to results - 248 private homes sold this year (2014:114)

· Creation of residential investment property portfolio contributed £14.5m of revaluation surplus and rental income has exceeded £1.1m per annum post year end

· Land bank has continued to grow and currently stands at 5,176 plots (2014: 3,734 plots), 1,200 of which are consented (2014:1,318). Net asset value per share has increased by 43% to 43.9p

· Total dividend (interim 0.3p plus proposed final 0.7p) per share increased by 67 per cent to 1.0p (2014: 0.6p) which demonstrates the Group's continued strong financial position and confidence in the medium-term outlook

Outlook

· After a brief lull in the UK housing market in the early part of 2015, house prices in the South East, where the Group predominately operates, continued to increase by 6.7 per cent in the year

The 'Help to Buy' scheme has now been extended to 2020, and this year 31 per cent of the homes sold by Inland used this scheme

· Due to the continual undersupply of housing in the areas in which the Group operates and the expectation of continued low interest rates for the foreseeable future, it is likely that house prices in Southern England will continue to rise

· The Company expects its site in Southampton, the former Meridian TV Studios, to be cash generative in the current financial year

Stephen Wicks, Chief Executive of Inland, commented:

"Inland Homes has exceeded market expectations and delivered growth in value for our shareholders.

"The 94 per cent increase in revenue and 48 per cent increase in net asset value per share validates our strategy of expanding our housebuilding programme and remaining focused on development opportunities in Southern England, in locations where the economy is robust and demand is consistently high.

"Our business model has delivered a substantial increase in house completions during this past financial year and we are now well positioned for expansion opportunities.

"With purchasers' confidence high, supported by the removal of any political uncertainty and continuing strong demand for homes and building land, we have every confidence in delivering further significant progress in the current financial year."

Notes to Editors:

Inland Homes acquires brownfield land in the South and South-East of England principally for residentially led development schemes. The business then enhances the land value by obtaining planning permission, before building open market and affordable homes or selling surplus consented land to other developers to generate cash

CHAIRMAN'S STATEMENT

This has been a significant year for Inland Homes, with record breaking financial results achieved though the delivery of a well-balanced strategy of new homes, land sales, land purchases and rental income. The Group's results demonstrate that our small team has been highly successful in delivering and managing the significant increase in both turnover, profitability and shareholders' funds achieved from our expanding housebuilding and the sale of consented land.

Our focus remains on development opportunities in Southern England in locations where the economy is strong and demand is high.

Inland built and sold 248 private homes and 39 homes for housing associations with an average sale price of £264,000 for our private units. This is a 152% increase in overall completions when measured against the comparable period last year.

We completed the sale of 440 building plots (2014: 169 building plots) and our rental income was £0.8m, although this has increased significantly since the year end to £1.1m per annum.

During the financial year, Inland acquired 76 existing houses, together with undeveloped land, that was released by the Defence Infrastructure Organisation at Wilton Park in Beaconsfield, Buckinghamshire. The Group intends to hold the houses as investment properties and we have seen a revaluation surplus on these properties of £14.5m at the balance sheet date.

These transactions have resulted in a record profit before tax of £34.0m (including the revaluation surplus on investment properties of £14.5m), an increase of 254% over the previous year.

Our varied portfolio of mainly 1, 2 and 3 bed homes are particularly popular with first time buyers and investors. The government's 'Help to Buy' initiative is a very attractive incentive with 31% of our buyers taking advantage of this scheme during the financial year. We are pleased to note that this scheme has been extended by the government to 2020.

The forward sales position of homes that have been reserved or where contracts have been exchanged, is very strong at £31.1m.

The Group's balance sheet has strengthened significantly over the previous period with cash balances of £21.4m at the year end and shareholders' funds of £88.8m. Net borrowings amounted to £34.9m (2014 restated: £40.9m). Borrowings have increased post the year end date due to continuing investment in land opportunities and a further increase in work in progress.

Despite the substantial increase in plot sales with planning permissions and completed homes, I am pleased to report that the land bank has increased to a record 5,176 plots (2014: 3,734 plots), by any measure, a significant achievement.

The Group's administrative expenses have increased as we continue to invest in quality personnel in a competitive marketplace and as a result of the substantial increase in the activities of the Group.

Given the Group's strong earnings, forward sales position and sound balance sheet, the Board is proposing to increase the final dividend by 17% to 0.7p per share (2014: 0.6p) subject to shareholders' approval at the AGM which is to be held on 14 December 2015. The final dividend will be paid to shareholders on 22 January 2016. Together with the interim dividend of 0.3p per share paid in July 2015 this brings the total dividends for the year to 1.0p, an increase of 67%.

Finally, I should like to extend my thanks once again to our small, highly motivated team led by our CEO, Stephen Wicks, for their continued hard work during the year which has made these outstanding results possible.

 Terry Roydon

Chairman

CEO REVIEW

"Our extensive experience, refined business model and consistent strategy has come together to generate an exceptional year of growth for the business"

I am delighted to report on a record year for Inland with the business achieving 48% growth in net assets per share to 43.92p (2014 restated: 29.63p per share) and a profit before tax of £34.0m (2014 restated: £9.6m).

As set out by in the Chairman's statement, this has been a significant year for our Group, with record sales of 440 building plots, together with the sale of 248 private homes and 39 for housing associations. Our average selling price of £264,000 for our private units means that we are at the end of the market where our product is affordable and where demand from buyers is strongest.

This outstanding set of results has been helped by a revaluation surplus of £14.5m on the existing housing portfolio at Wilton Park, Beaconsfield, Buckinghamshire where 76 houses are being held as investment properties. This revaluation should help give shareholders an indication of some of the underlying value behind Inland's stated NAV per share. These properties are being rented out on assured shorthold tenancy agreements with 31 properties going under offer to tenants in the first few months. Once all the houses at Wilton Park are let, we expect gross residential rental income on this project to exceed £1m per annum.

Despite the utilisation of 727 plots through sale of consented land and construction of homes, our land bank has continued to rise and now stands at a record 5,176 plots. This is testament to our small land team led by Paul Brett, the Group Land Director.

The status of the land portfolio is as follows:

Whilst our primary business is residentially led brownfield regeneration, wherever possible, we ensure that our assets generate an income stream that contributes significantly towards the running costs of the business. Our short term target is to achieve a rental income in excess of £2m per annum.

The substantial increase in work in progress within our housebuilding operations and the continuing investment into good land opportunities, particularly into major projects such as Wilton Park, has led to an increase in our borrowings after the year end and the Board is comfortable with the position as the underlying asset value of the business has also grown substantially. The increased borrowings are also supported by a strong forward sales position and growing recurring rental income.

The Group has in the order of 50 projects at various stages of the development cycle and I set out below further details on a number of the more significant ones.

WILTON PARK, BEACONSFIELD, BUCKINGHAMSHIRE

We achieved adoption of the planning brief for the development of this site during the course of the year. This confirms the capacity for at least 300 new homes, together with commercial space and the retention of a substantial number of existing former MoD houses.

We now intend to apply for planning permission based on the principles set out in the brief and, in the meantime, expect to commence the construction of the first section of the new access road into the site from the Pyebush roundabout. This will also serve as the first section of the long awaited Beaconsfield relief road which will connect to Amersham Road (A355) in due course. In the short term, and until consent is granted, our focus will be on generating short term income and preparing the site for development.

This site is our 'jewel in the crown' and is geographically situated in one of the most affluent parts of the country outside Central London. We estimate the gross development value to be in the order of £250m. Shareholders' can rest assured that we are managing and nurturing this asset very carefully.

DRAYTON GARDEN VILLAGE, WEST DRAYTON, MIDDLESEX

We are very proud of what has been achieved on this project. We have turned what was a derelict wasteland of rundown buildings into a superb community of new homes in a highly landscaped environment with a number of beautifully laid out village greens and children's play areas.

A combined heat and power system was installed with a new energy centre that delivers hot water and heating to the development in an extremely efficient manner, with estimated carbon savings of 40% when compared to a more conventional system.

The sale of 205 building plots to a major housebuilder in June 2015 means that our work is now nearly finished. The development of 43 new homes by Inland, which are all pre-sold, will also conclude in this financial year.

The development has been extremely profitable and has demonstrated the ability of Inland to manage a large scale complex development from inception through to completion, creating an excellent living environment in the process. The development is also experiencing additional value brought about by the new Cross Rail station at West Drayton, which will be an easy walking distance away.

WEST PLAZA, ASHFORD, MIDDLESEX

The development of 152 apartments on a complex, brownfield former hospital site was completed during the year. The apartments proved to be very attractive to a substantial number of first time buyers and investors. A block of 59 units was sold to an investor prior to commencement of the development and this underpinned the financing for the project. The demand for the homes was very strong with all units sold well ahead of completion of the building works.

THE VALE, ACTON, LONDON

This site is a former builder's merchant yard, located in a prime location on a one acre plot. The property was acquired during the year and leased back to the former owner whilst it is being taken through the planning process.

We have now made a planning application for 95 apartments, including some affordable housing, and commercial space. We expect to receive planning consent during the current financial year for a scheme that is expected to generate a gross development value of approximately £35m.

MERIDIAN WATERSIDE, SOUTHAMPTON

This seven acre brownfield site is the former home of ITV Meridian Studios fronting the River Itchen. A resolution to grant planning consent for 351 units plus some commercial space was secured during the year, with no affordable housing provision. Site clearance has commenced and construction of the first phase of 54 homes will start in the current financial year. We expect the entire development to achieve a gross development value of £65m.

CARTERS QUAY, POOLE, DORSET

Our development of a small part of the former Pilkington's Tiles factory, where we have consent for 268 homes, is now well underway with 41 homes now completed.

We are currently selling on average over 4 homes per month on this project, where 3 bedroom houses are achieving an average price of £320,000. This site has undergone a dramatic transformation from what was a derelict industrial estate.

CALLIS YARD, WOOLWICH

During the course of the year we obtained consent for 152 apartments on this derelict town centre site and subsequently completed a very profitable sale of the site to another housebuilder.

JOINT VENTURE WITH CPC GROUP 

The following two sites have now been acquired by our joint venture with CPC Group Limited:

LILY'S WALK, HIGH WYCOMBE

This former gasworks site is in the town centre opposite the Eden Shopping Centre and is subject to significant remediation to prepare for development.

Detailed plans are due to be submitted shortly to the local authority for approximately 240 homes and circa 16,000 ft² of commercial space.

BROOKLANDS COLLEGE, CHURCH ROAD, ASHFORD, MIDDLESEX

This is a 10 acre site in the town centre where a scheme is being prepared for approximately 300 residential units and some commercial space, A planning application is expected to be submitted in Spring 2016.

During the nine months since the inception of the JV, a total of £13.3m has been committed on the above two projects, of which Inland's share is £2.6m.

We continue to maintain our success rate in securing planning permissions on our brownfield sites and are pleased to see a growing recognition of our regeneration skills by landowners, particularly local authorities, where we are working in partnership with a number of councils to bring forward regeneration and much needed homes in Southern England. Of particular note on this front is our joint venture with Southampton City Council where we have signed heads of terms on a site, 'Chapel Riverside'. This opportunity is for approximately 350 homes and a new commercial centre and will regenerate 10 acres of land owned by the Council. We expect the Development Agreement with the Council to be signed within the next few months.

MARKET

The UK housing market slowed down in the early part of 2015, in all likelihood due to the uncertainty caused by the May 2015 general elections. Due to the continual undersupply of new housing and the expectation of low interest rates for the foreseeable future, it is more likely that house prices in Southern England will continue to rise. The market has recovered since the general election and the changes to stamp duty and the 'Help to Buy' scheme have been of significant assistance. The introduction of the National Planning Policy Framework has led to a much needed increase in residential consents, however this increase is insufficient to meet the country's demand especially in areas of greatest need.

OUTLOOK

With purchaser's confidence high, supported by a removal of any political uncertainty and continuing strong demand for homes and building land, we have every confidence in delivering further significant progress in the current financial year.

Stephen Wicks

Chief Executive

FINANCE REVIEW

Once again the Group has produced a tremendous set of results which has been the product of a better balanced business model, with an increased amount of housebuilding alongside the sale of a number of consented plots from the land portfolio. The recovery within the housebuilding sector is now well recognised and evidenced by the significant improvement in performance reported by the UK's major housebuilders.

Inland Homes generally purchases its sites unconditionally without planning consent and funding for such acquisitions remains very difficult to procure. The debt market for residential development has become more relaxed than it was five years ago, which has also supported the momentum in the sector.

In December 2014, the Group entered into an option arrangement with Wilton Park Developments Ltd (WPDL), a company owned by funding partners, to acquire the land and 76 existing freehold residential properties at Wilton Park in Beaconsfield, over a period of time. The site was acquired by WPDL for £35.0m, of which £29.0m was deferred over a period of three years. As at the balance sheet date, £19.0m of the deferred consideration remains outstanding and is non-recourse to the Group. In accordance with IFRS 10, the Group is required to consolidate WPDL within its financial statements and this has led to the inclusion of that company's results, part of which has then been deducted as a minority interest as they are not attributable to the shareholders of Inland Homes plc. Further information on the treatment of WPDL within the Group accounts is provided in notes 4, 14 and 22 to the accounts.

In June 2015 the Conduct Committee of the Financial Reporting Council (Committee) wrote to the Group requesting information and explanations as to why the Company did not consolidate Drayton Garden Village Limited (DGVL) in the Interim Results for the half year ended 31 December 2014 in accordance with IFRS 10 Consolidated Financial Statements which was effective for the Group for the first time this year.

Following discussions with the Committee, the Board has concluded that the Group controls DGVL because of the following reasons:

• The Group has power over DGVL because it has the practical ability to direct the relevant activities that significantly affect DGVL's returns. Such relevant activities would include obtaining planning permission to develop the site and subsequently managing the property to realise its value. The Group also has an option to acquire the share capital of DGVL which provides it with a mechanism by which it can direct the relevant activities.

• The services that the Group provides to DGVL and the arrangement by way the Group receives its fees are such that it has rights to variable returns as a result of its involvement in delivering the various property services to DGVL. The Group is currently entitled to 90% of the profits from the project at Drayton Garden Village and thus provides it with a very significant part of the returns generated from its involvement with DGVL.

• The Group also has the ability to use its power to affect its returns by virtue of its involvement with DGVL.

In view of the above the Group believes that under the principles of IFRS 10 it had control over DGVL from the date it entered into the agreement with DGVL and has therefore consolidated the results and financial position of DGVL within the Group accounts. Accordingly, the comparatives for earlier financial years have been restated. The profit share attributable to the shareholder of that company has been included within non-controlling interests and more information can be found in notes 4, 14 and 22 to the accounts.

The consolidation of WPDL and DGVL has led to an increase in revenue, inventories and borrowings amongst other items and has had a corresponding effect on reported cash flow movements. These effects are shown in note 32 of the accounts.

Financial Performance

The key highlights of our financial performance are:

· Revenue has increased by 94% to £114.2m (2014 restated: £58.9m);

· Profit before tax (including the £14.5m revaluation surplus) has increased by 254% to £34.0m (2014 restated: £9.6m);

· Earnings per share has increased by 324% to 14.67p (2014 restated: 3.46p);

· Total dividend (interim 0.3p plus proposed final 0.7p) per share increased by 67% to 1.0p (2014: 0.6p);

· Net assets per share increased by 48% to 43.92p (2014 restated: 29.63p) excluding any unrealised gains within inventories;

· Year end cash balance of £21.4m (2014 restated: £11.1m);

· Net gearing* of 39% (2014 restated: 68%).

*borrowings less cash as a proportion of shareholders' funds

Group Income Statement

Group revenues have increased significantly by 94% to £114.2m (2014 restated: £58.9m). The main driver of this has been the increased housebuilding activity which generated £66.1m (2014 restated: £29.2m) of revenue from 248 (2014 restated: 114) private residential unit completions of which 123 units were at our development in Ashford, Middlesex. The sale of 440 (2014: 169) plots with planning consent contributed £39.6m (2014 restated: £15.1m) to revenue.

Gross profit has increased by 114%, from £16.1m (restated) to £34.4m and represents a gross margin of 30.1%. The significant increase in the Group's activities has been reflected in an increase in administrative overheads of £1.6m over the previous period.

During the year, the Group acquired part of the land and 76 existing freehold residential properties at Wilton Park in Beaconsfield. It is the Group's intention to hold the existing freehold properties for their rental value and for the longer term. These properties have therefore been revalued at the balance sheet date resulting in a surplus of £14.5m being recognised in the group income statement. This reflects a change in accounting policy and the effects of this change are explained below in 'Financial position'.

The fair value of the option over the issued share capital of DGVL of £541,000 has been written off during the year as the future profits from Drayton Garden Village that would be available for distribution to the shareholder have decreased.

The Group's loan interest expense has increased significantly to £8.2m (2014 restated: £4.3m) in line with the increased debt funding used in our house building activities. The increase has also been due to some relatively more expensive debt used to acquire land, as funding for unconsented land is still very difficult to procure at competitive rates. A notional interest charge of £1.2m (2014: £57,000) has resulted due to the discount applied to deferred consideration on site acquisitions. £948,000 of this charge relates to WPDL.

The net finance expense is £8.2m and is covered 3.4 times (2014 restated: 2.6 times) by earnings before interest and tax and excluding revaluations of investment properties.

Taxation

The total tax charge of £5.1m represents 14.9% of the profit before tax. This is lower than the effective tax rate of 20.75% principally due to the unrealised revaluation surplus on investment properties not being subject to any tax in the current year.

As the Group has sufficient capital losses brought forward, a deferred tax charge has been offset against recognition of capital losses in respect of the revaluation surplus on investment properties.

Earnings per Share and Dividends

Basic earnings per share were 324% higher at 14.67p (2014 restated: 3.46p). The Group paid its first maiden interim dividend of 0.3p per share in July 2015. The total dividend payable for the year has been increased by 67% to 1.0p per share, with the proposed final dividend also increasing by 17% to 0.7p per share (2014: 0.6p per share) and will be payable on 22 January 2016 subject to shareholders' approval. The dividend will be payable to shareholders on the register as at the close of business on 29 December 2015. The ex-dividend date is 24 December 2015.

Cash Flows

During the year ended 30 June 2015, we increased net cash inflows from operating activities before movements in working capital by £16.6m to £28.4m and after taking account of movements in working capital, cash flow generated from operations amounted to £36.8m. This is a significant change from the previous year where we experienced net cash outflows of £27.5m. This was due to the 94% increase in turnover and gross profitability mentioned earlier in my report.

Investment in fixed assets, which includes the acquisition of the 76 existing properties at Wilton Park, amounted to £11.5m. The Group also arranged two joint ventures into which we invested £4.9m by way of loans and equity. These investments are included in outflows from investing activities of £16.7m (2014: inflows of £1.9m).

Net cash outflows from financing activities amounted to £9.8m with net inflows from borrowings of £nil, interest paid of £7.2m and £1.2m of dividends paid.

Financial Position

Investment properties include our property at Hamworthy, Poole and the 76 residential properties at Wilton Park in Beaconsfield. The property in Poole was valued by the Board at £8.0m, which was the fair value of the property after any transfers to inventories. The 76 residential properties at Wilton Park were professionally valued at £26.0m at the year end resulting in a surplus of £14.5m. This increase was due to a certificate of lawfulness having been obtained by the Group from the local authority as well as an increase in the value of houses in Beaconsfield since the site was purchased from the MoD. During the year the Group changed its accounting policy for investment properties from a deemed cost basis to a fair value basis. This has resulted in a restatement of the figures for the years ended 30 June 2013 and 2014, where both fixed assets and the profit and loss reserve have improved by £4.1m less an associated deferred tax asset of £2.1m, which had been previously recognised.

Investments in and loans to joint ventures of £4.7m represents the fair value of our share of investment into three sites within the two joint ventures, referred to in the Chief Executive's report.

Inventories have increased by 16.1% to £121.0m, which includes the land and buildings at Wilton Park and DGV which are held for trading. Debtors have decreased from £10.4m to £8.0m (restated). Cash balances at the balance sheet date were £21.4m (2014 restated: £11.1m) and net debt amounted to £34.9m (2014 restated: £40.9m), which represented a decrease in net gearing by 41.4% to 39.2% (2014: 66.9%). The substantial increase in work in progress within our housebuilding operations and the continuing investment into good land opportunities, particularly into major projects like Wilton Park, has led to an increase in our borrowings after the year end and the Board is comfortable with this position, as the underlying asset value of the business has also grown significantly. The increased borrowings are also supported by a strong forward sales position and growing recurring rental income.

Land creditors were £23.5m (2014: £9.3m) of which £16.1m relates to Wilton Park and is non-recourse to the Group.

Net assets attributable to shareholders were £88.8m at 30 June 2015 equating to 43.92p (2014 restated: 29.63p) per share. The major part of the Group's land bank is held as inventories at the lower of cost and net realisable value and it should be noted that the unrealised value within the portfolio of sites is significantly higher than the stated value. NAV is a key performance measure used in the real estate industry. However, IFRS NAV does not provide shareholders with the most relevant information on the fair value of the assets within an ongoing real estate company with a long term strategy. Accordingly, after consultation with our advisers, we have decided to adopt the accounting practices of the European Public Real Estate Association ("EPRA") to address this issue. Specifically, the EPRA NAV measure highlights the fair value of net assets on a long term, ongoing basis. While not recognising unrealised gains due to planning gains in the income statement, the adjusted value of trading assets and land subject to planning gains would reflect their current fair value under EPRA's NAV measure. We intend to introduce this additional disclosure when we report the Group's half year results for the 6 month period ending 31 December 2015 expected in March 2016.

Nishith Malde

Group Finance Director

NOTES TO THE GROUP FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

1. ACCOUNTING POLICIES

The principal accounting policies adopted in the preparation of this preliminary announcement set out below.

Basis of preparation

This preliminary announcement has been prepared under the historical cost convention, except for certain financial instruments and investment properties which are measured at fair value, and in accordance with applicable International Financial Reporting Standards (IFRS) as adopted by the EU and as issued by the International Accounting Standards Board. This preliminary announcement has also been prepared in accordance with those parts of the Companies Act 2006 that are relevant to companies that prepare their financial statements in accordance with IFRS.

The accounting policies that have been applied in the opening Statement of Financial Position have also been applied throughout all periods presented in This preliminary announcement and this has resulted in a restatement of prior year results where necessary for changes in accounting policies which took place. During the period the Group changed its policy for investment properties from a deemed cost basis to a fair value basis. The introduction of IFRS 10 has resulted in the requirement for the Group to consolidate the results of DGVL into its financial statements, further information on this assessment can be found in note 4. Further information on the financial impact of these changes in accounting policies can be found in note 17. Other than these two areas the accounting policies have been applied on a consistent basis. These accounting policies comply with each IFRS that is mandatory for accounting periods ended on 30 June 2015.

As mentioned previously, IFRS 10 became effective during the period and this has resulted in the consolidation of Bucks Developments Ltd (BDL) and Wilton Park Developments Ltd (WPDL), which are not owned by the Group, but where the Group controls the companies. As this was the first year that these companies were in existence this has not caused a change in policy from prior years. As IFRS 10 requires the question of control to be reassessed on an ongoing basis the matter of the consolidation of BDL, WPDL and DGVL will be kept under review. Further information can be found in note 4. Certain other new standards and interpretations have been issued but are not expected to have a material impact on the Group's Financial Statements.

At the date this preliminary announcement, certain new standards, amendments and interpretations to existing standards have been published by the IASB but are not yet effective, and have not been adopted early by the Group.

Management anticipates that all of the relevant pronouncements will be adopted in the Group's accounting policies for the first period beginning after the effective date of the pronouncement. Information on new standards, amendments and interpretations that are expected to be relevant to the Group's financial statements is provided below.

Standards in issue but not yet effective

New standards and interpretations currently in issue but not effective, based on EU mandatory effective dates, for accounting periods commencing on 1 July 2014 are:

. Defined Benefit Plans: Employee Contributions (Amendments to IAS 19) (EU effective date 1 February 2015)

. Annual Improvements to IFRSs 2010-2012 Cycle (EU effective date 1 February 2015)

. Annual Improvements to IFRSs 2011-2013 Cycle (EU effective date 1 January 2015)

None of the standards above are expected to have an impact on the Group's financial statements.

Going concern

The board has reviewed the performance for the current year and forecasts for the future period. It has also considered the risks and uncertainties, including credit risk and liquidity risk. The Directors have considered the present economic climate, the state of the housing market and the current demand for land with planning consent. The Group has continued to see an increase in demand for consented land in the areas in which it operates. The Group has significant forward sales of residential units and is in discussions for the sale of some of the land within its projects and expects to make sufficient disposals in the foreseeable future to ensure it has adequate working capital for its requirements. The Directors are satisfied that the Group will generate sufficient cash to meet its liabilities as and when they fall due for a period of 12 months from the date of this preliminary announcement. The Directors therefore consider it appropriate to prepare this preliminary announcement on the going concern basis.

Basis of consolidation

This preliminary announcement consolidates the financial statements of the Company and all of its subsidiary undertakings drawn up to 30 June 2015. Subsidiaries are entities over which the Group is exposed, or has rights to, the variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. The Group obtains and exercises control through voting rights, development agreements and option agreements. Further information can be found in note 4.

Unrealised gains on transactions between the Group and its subsidiaries are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.

Acquisitions of subsidiaries are dealt with by the acquisition method. The method involves the recognition at fair value of all identifiable assets and liabilities, including contingent liabilities and non-controlling interests of the subsidiary, at the acquisition date, regardless of whether or not they were recorded in the financial statements of the subsidiary prior to acquisition. On initial recognition, the assets and liabilities of the subsidiary are included in the Group Statement of Financial Position at their fair values, which are also used as the basis for subsequent measurement in accordance with the Group accounting policies. Goodwill is stated after separating out identifiable intangible assets. Goodwill represents the excess of the fair value of the consideration transferred over the fair value of the Group's share of the identifiable net assets and non-controlling interests of the acquired subsidiary at the date of acquisition.

Joint ventures

Joint ventures are entities in which the Group has shared control with another entity, established by contractual agreement. Jointly controlled entities are accounted for using the equity method from the date that the jointly controlled entity commences to the date that the joint control of the entity ceases. All subsequent changes to the share of interest in the equity of the joint venture are recognised in the Group's carrying amount of the investment. Changes resulting from the profit or loss generated by the joint venture are recognised in the Group's carrying amount of the investment. Changes resulting from the profit or loss generated by the joint venture are reported in 'share of profits of joint venture' in the Group Income Statement and therefore affect net results of the Group. These changes include subsequent depreciation, amortisation or impairment of the fair value adjustments of assets and liabilities. If the share of losses equals its investment, the Group does not recognise further losses, except to the extent that there are amounts receivable that may not be recovered or there are further commitments to provide funding. Both realised and unrealised gains on transactions between the Group and its joint ventures are eliminated to the extent of the Group's investment in joint ventures. Realised and unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. The accounting policies of the joint ventures are consistent with those of the Group.

Business combinations

Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration is measured as the aggregate of the fair values (at the date of exchange) of assets given and liabilities incurred or assumed by the Group in exchange for control of the acquiree.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Acquisition related costs are recognised in the Group Income Statement as incurred.

Revenue

Revenue is measured by reference to the fair value of consideration received or receivable by the Group for goods supplied, excluding VAT and trade discounts.

Sale of land

Revenue from the sale of land is recognised on legal completion when all the following conditions have been satisfied:

. the Group has transferred to the buyer the significant risks and rewards of ownership of the goods which is when contracts have been completed;

. the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the land sold which is when the contract has been completed;

. the amount of revenue can be measured reliably;

. it is probable that the economic benefits associated with the transaction will flow to the Group; and

. the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Sale of residential units

Revenue is recognised on legal completion, which is when the title passes.

Contract income

The Group acts as a main contractor on certain building projects, primarily on behalf of housing associations where the Group must provide social housing units as part of its S106 obligations under the planning consent. Once the Group considers that the outcome of the contract can be reliably estimated, revenue and profit is recognised on the basis of the proportion of the contract that is completed. The stage of completion is determined by reference to the valuation certificate provided by a third party surveyor engaged to certify the value of works completed at various intervals in respect of the contract sum.

Interest

Interest is recognised using the effective interest method which calculates the amortised cost of a financial asset and allocates the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

Rental Income

Rental income derived from operating leases is recognised on a straight line basis over the lease term.

Property, plant and equipment

Property, plant and equipment is stated at cost, net of depreciation and any provision for impairment.

Disposal of assets

The Gain or loss arising on the disposal of an asset is determined as the difference between the disposal proceeds and the carrying amount of the asset and is recognised in the Group Income Statement.

Depreciation

Depreciation is calculated to write down the cost less estimated residual value of all property, plant and equipment by the straight line method where it reflects the basis of consumption of the asset. The rates generally applicable are:

Fixtures and fittings - 25%

Office equipment - 25%

Motor Vehicles - 25%

Leasehold property - Over shorter of lease term and useful economic life

Material residual value estimates are updated as required, but at least annually.

Investment property

Investment properties are those properties which are not occupied by the Group and which are held for long-term rental yields, capital appreciation or both. Investment property also includes property that will be developed for future use as investment property.

Investment properties are initially measured at cost, including related transaction costs. At each subsequent reporting date they are remeasured to their fair value. Movements in fair value are included in the Group Income Statement.

Subsequent expenditure is capitalised to the asset's carrying value only where it is probable that the future economic benefits associated with the expenditure will flow to the Group.

Any gain or loss resulting from the sale of an investment property is immediately recognised in the Group Income Statement. An investment property shall be derecognised on disposal. When the Directors consider that the status of the property has changed to being a development property it is transferred to inventories. A property is transferred to inventories when it has been decided that the units being constructed will be sold and no future rental income is expected. When a partial disposal or transfer is made, the proportion relating to the disposal or transfer is derecognised.

Where the Group employs professional valuers the valuations provided are subject to a comprehensive review to ensure they are based on accurate and up to date tenancy and market information. Discussions are also held with the valuers to test the valuation assumptions applied and comparable evidence utilised to ensure they are appropriate in the circumstances.

Previously the Group carried investment properties at cost and reviewed the carrying amount annually for impariment. This year the policy has changed and there has been a restatement of prior year figures as a result.

Inventories

Inventories consist of land and work in progress and are valued at the lower of cost and net realisable value. Cost includes the purchase of sites, the cost of infrastructure and construction works, and legal and professional fees incurred during development prior to sale. Net realisable value is estimated based upon the future expected selling price, less estimated costs to sell.

Taxation

Current tax is the tax currently payable based on taxable profit for the period calculated using tax rates and laws substantively enacted at the reporting date.

Deferred income taxes are calculated using the liability method on temporary differences. Deferred tax is generally provided on the difference between the carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not provided on the initial recognition of goodwill, nor on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit. Temporary differences include those associated with shares in subsidiaries and joint ventures unless reversal of these temporary differences can be controlled by the Group and it is probable that reversal will not occur in the foreseeable future. In addition, tax losses available to be carried forward as well as other income tax credits to the Group are assessed for recognition as deferred tax assets.

Deferred tax liabilities are provided in full, with no discounting. Deferred tax assets are recognised to the extent that it is probable that the underlying deductible temporary differences will be able to be offset against future taxable income. Current and deferred tax assets and liabilities are calculated at tax rates and laws that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the year end date.

Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the Group Income Statement except where they relate to items that are recognised in other comprehensive income or directly in equity in which case the related deferred tax is also recognised in other comprehensive income or equity respectively.

Leased assets

Lease payments (excluding costs for services such as insurance and maintenance) applicable to operating leases where substantially all the benefits and risks of ownership remain with the lessor are recognised as an expense on a straight line basis over the lease term.

Employee benefits

Defined contribution retirement benefit scheme

The pension costs charged against operating profits are the contributions payable to the scheme in respect of the accounting period.

Equity-settled share-based payment

All shared-based payment arrangements are recognised in the Group financial statements. All goods and services received in exchange for the grant of any share-based payment are measured at their fair values using the Black-Scholes options pricing model for share options and the Monte Carlo simulation technique for LTIPs. Where employees are rewarded using share-based payments, the fair values of employees services are determined indirectly by reference to the fair value of the instrument granted to the employee. This fair value is appraised at the grant date and excludes the impact of any non-market vesting conditions.

All equity-settled share-based payments are ultimately recognised as an expense in the Group Income Statement with a corresponding credit to retained earnings.

If vesting periods or other non-market vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options/LTIPs expected to vest. Estimates are subsequently revised if there is any indication that the number of share options/LTIPs expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is recognised in the current period. No adjustment is made to any expense recognised in prior periods if share options/LTIPs ultimately exercised are different to that estimated on vesting.

Upon exercise of share options/LTIPs the proceeds received net of attributed transactions costs are credited to share capital and, where appropriate, share premium.

The Executive Directors receive 50 per cent of bonuses in shares which are purchased by the Employee Benefit Trust. The number of shares purchased correspond to the number of shares which would have been able to be purchased at the closing price on 30 June for the relevant year. The shares will be transferred to the Directors three years after the period to which they relate.

Employee benefit trust

The Directors consider that the Employee Benefit Trust (EBT) is under the de facto control of the Company as the trustees look to the Directors to determine how to dispense the assets. Therefore, the assets and liabilities of the EBT have been consolidated into the Group accounts. The EBT's investment in the Company's shares is eliminated on consolidation and shown as a deduction against equity. Any assets in the EBT will cease to be recognised in the Group Statement of Financial Position when those assets vest unconditionally in identified beneficiaries.

Financial assets

Financial assets are divided into the following categories: loans and receivables and financial assets at fair value through profit or loss. Financial assets are assigned to the different categories by management on initial recognition, depending on the purpose for which they were acquired.

All financial assets are recognised when the Group becomes a party to the contractual provisions of the instrument. Financial assets other than those categorised as at fair value through profit and loss are initially recognised at fair value plus transaction costs. Financial assets categorised at fair value through profit or loss are recognised initially at fair value with transactions costs expensed through the Group income statement.

Financial assets at fair value through profit or loss include financial assets that are designated by the entity as at fair value through profit or loss upon initial recognition. Subsequent to initial recognition, the financial assets included in this category are measured at fair value with changes in fair value recognised in the Group Income Statement. Financial assets originally designated as financial assets at fair value through profit or loss may not be reclassified subsequently.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Trade receivables and loans to associate are classified as loans and receivables. Loans and receivables are measured subsequent to initial recognition at amortised cost using the effective interest method, less provision for impairment. Any change in their value through impairment or reversal of impairment is recognised in the Group Income Statement.

Provision against trade receivables is made when there is objective evidence that the Group will not be able to collect all amounts due to it in accordance with the original terms of those receivables. The amount of the write-down is determined as the difference between the asset's carrying amount and the present value of estimated future cash flow, discounted at the original effective interest rate.

Interest and other income resulting from holding financial assets are recognised in the Group Income Statement.

A financial asset is derecognised only where the contractual rights to the cash flows from the asset expire, or the financial asset is transferred and that transfer qualifies for derecognition. A financial asset is transferred if the contractual rights to receive the cash flows of the asset have been transferred or the Group retains the contractual rights to receive the cash flow of the asset, but assumes a contractual obligation to pay the cash flows to one or more recipients. A financial asset that is transferred qualifies for derecognition if the Group transfers substantially all the risks and rewards of ownership of the asset, or if the Group neither retains nor transfers substantially all the risks and rewards of ownership but does transfer control of that asset.

Borrowing costs

The Group capitalises borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset where developments are considered to fall under the requirements of IAS 23 Borrowing Costs (Revised). Qualifying assets are those which are being constructed over a significant period of time. The Directors consider a significant period of time to be over 12 months. Otherwise the Group expenses borrowing costs in the period to which they relate through the income statement using the effective interest method which calculates the amortised cost of a financial asset and allocates the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

Financial liabilities

Financial liabilities are obligations to pay cash or other financial assets and are recognised when the Group becomes a party to the contractual provisions of the instrument.

All financial liabilities are recorded at amortised cost using the effective interest method, with interest-related charges recognised as an expense in finance cost In the Group Income Statement. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are charged to the Group Income Statement on an accruals basis using the effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise.

A financial liability is derecognised only when the obligation is extinguished, that is, when the obligation is discharged or cancelled or expires.

Cash and cash equivalents

Cash and Cash equivalents comprise cash in hand and demand deposits, together with other short term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

Dividends

Dividend distributions payable to equity shareholders are included in other short term financial liabilities when the dividends are approved in a general meeting prior to the year end date. Interim dividends are recognised when paid.

Equity

An equity instrument is a contract which evidences a residual interest in the assets after deducting all liabilities. Equity comprises the following:

. 'Share capital' represents the nominal value of equity shares;

. 'Share premium' represents the excess over nominal value of the fair value of consideration received for equity shares, net of expenses of the share issue;

. 'Employee benefit trust' represent the purchase of the Company's own shares and are deducted from total equity until they are issued to employees under the Long Term Incentive Plan;

. 'Special reserve' represents the distributable surplus created by the transfer of an amount from the share premium to rectify the deficit which exisited on the profit and loss reserve; and

. 'profit and loss reserve' represents retained profits

2. FINANCIAL RISK MANAGEMENT

Financial risk factors

The Group's activities expose it to a variety of financial risks: credit risk; and liquidity risk. The Group's overall risk management programmes focus on the unpredictability of financial markets and seek to minimise potential adverse effects on the Group's financial performance.

Risk management is carried out centrally under policies approved by the Board of Directors.

(a) Credit risk

The Group has no significant concentrations of credit risk other than its loans to joint ventures which are secured over the assets of the joint ventures. Further information can be found in note 9. It has policies in place to ensure that sales of products and services are made to customers with an appropriate credit history.

The Group's exposure to credit risk is limited to the carrying amount of financial assets recognised at the year end date, as summarised below:

The Group's policy is to deal with creditworthy counterparties.

The Group's management considers that all the above financial assets for each of the reporting dates under review are of good credit quality. The Directors consider that none of the receivables are past due or impaired.

The credit risk for liquid funds and other short term financial assets is considered negligible, since the counterparties are reputable banks with high quality credit ratings.

(b) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash balances and ensuring availability of funding through an adequate amount of credit facilities. The Group aims to maintain flexibility in funding by keeping credit lines available. The Group also purchases property under deferred consideration arrangements.

3. SEGMENT INFORMATION

In accordance with IFRS 8, information is disclosed to enable users of financial statements to evaluate the nature and financial effects of the business activities in which the Group engages.

In identifying its operating segments, management differentiates between land sales, housebuilding, fee income, rental income and other income. These segments are based on the information reported to the chief operating decision maker and represent the activities which generate significant revenues, profits and use of resources within the Group. An analysis of the Group's results by segment are disclosed in note 5.

4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgements are continually evaluated and are based on historic experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical accounting estimates

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, rarely equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below.

(a) Valuation of inventories

In applying the Group's accounting policy for the valuation of inventories the Directors are required to assess the expected selling price and costs to sell each of the plots or units that constitute the Group's land bank and work in progress. Cost includes the cost of acquisition of sites, the cost of infrastructure and construction works, and legal and professional fees incurred during development prior to sale. Estimation of the selling price is subject to significant inherent uncertainties, in particular the prediction of future trends in the market value of land.

Whilst the Directors exercise due care and attention to make reasonable estimates, taking into account all available information in estimating the future selling price, the estimates will, in all likelihood, differ from the actual selling prices achieved in future periods and these differences may, in certain circumstances, be very significant. The critical judgement in respect of receipt of planning consent (see below) further increases the level of estimation uncertainty in this area.

(b) Income taxes

The Group recognises tax/deferred tax assets and liabilities for anticipated tax based on estimates of when the tax/deferred tax will be paid or recovered. When the final outcome of these matters is different from the amounts initially recorded, such differences impact the period in which the determination is made. Critical accounting estimates relate to the profit forecasts used to determine the extent to which deferred tax assets are recognised from available losses and the period over which they are estimated.

(c) Fair value of derivatives and other financial instruments

The fair value of instruments that are not traded in an active market is determined by using valuation techniques. The Group uses its judgement to select a variety of methods and makes assumptions that are mainly based on market conditions existing.

(d) Fair value of investment properties

The fair value of completed investment property is determined by independent valuation experts using the open market value of existing use method, subject to current leases and restrictions, as this has been assessed currently as the best use of these assets. Investment properties awaiting construction are valued by the Directors using an appraisal system; critical accounting estimates relate to the forecasts prepared in order to assess the carrying value. This system has been used to establish the fair value of the investment property in Poole when restating the results of 2014 and 2013.

(e) Fair value of assets and liabilities acquired with business combinations

The fair value of assets and liabilities is determined by the Directors at the date of acquisition using residual valuation model for property assets,the recoverable amount for debtors and the discounted cash flow method for deferred consideration of inventories in accordance with IAS 39. Critical accounting estimates relate to the experience of the Directors in reaching their valuations and the cost of debt capital used as an appropriate discount rate.

(f) Discounting on deferred consideration of inventories

The Group discounts deferred consideration of inventories using the discounted cash flow method; the Group considers that the cost of debt capital is the most appropriate discount rate and this is a significant estimate.

Critical judgements in applying the entity's accounting policies

Inventories

The Group values inventories at the lower of cost and net realisable value. The net realisable value is based on the judgement of the probability that planning consent will be granted for each site. The Group believes that, based on the Directors' experience, planning consent will be given. If planning consent was not achieved, then a provision may be required against inventories.

Zero Dividend Preference Shares

The Group has in issue Zero Dividend Preference shares which are accounted for as a debt. ZDP shares are repayable, plus accrued interest to date, in the event of a takeover. The Directors consider that the potential early repayment meets the definition of a derivative instrument under IAS39. However, they consider that this instrument is closely related to the host contract and therefore have not accounted for the embedded derivative separately.

Consolidation of Drayton Garden Village Limited

In December 2008 the Group entered into an Option and Development Services Agreement (the Agreement) with DGVL.

The Board has reviewed the requirements of IFRS 10, to assess whether the Group controls DGVL and has concluded that, although it does not own any of its share capital it does control DGVL because of the nature of the contractual arrangements between the Group and DGVL. In particular:

• The Group has power over DGVL because it has the practical ability to direct the relevant activities that significantly affect DGVL's returns. Such relevant activities would include obtaining planning permission to develop the site and subsequently managing the property to realise its value. The Group also has an option to acquire the share capital of DGVL which provides it with a mechanism by which it can direct the relevant activities.

• The services that the Group provides to DGVL and the arrangement by which the Group receives its fees are such that it has rights to variable returns as a result of its involvement in delivering the various property services to DGVL. The Group is entitled to 90% of the profits from the project at Drayton Garden Village and thus provides it with a very significant part of the returns generated from its involvement with DGVL.

• The Group also has the ability to use its power to affect its returns by virtue of its involvement with DGVL.

In view of the above the Group believes that it had control over DGVL from the date it entered into the agreement with DGVL and has therefore consolidated the results and financial position of DGVL within the Group accounts. Accordingly, the comparatives have been restated. See note 17 for further details.

Consolidation of Bucks Developments Ltd and Wilton Park Developments Ltd

In December 2014, the Group entered into an Option with WPDL. The Option entitles the Group to acquire land from WPDL within 10 days of the date that the land is released from the vendor's charge, as payment of deferred consideration is made by WPDL to the vendor and this could be before any decisions about the relevant activities take place. The terms of the option allow the Group to purchase the land from WPDL at a price of cost plus 20% plus indexation. The Directors have considered the requirements of IFRS 10 'Consolidated Financial Statements' and have consolidated WPDL as part of these results from the date the Option was granted. The Directors are of the opinion that the Group controls WPDL, and therefore also its parent undertaking BDL, as it has an option to acquire the only significant asset of that group and because these entities were incorporated solely for the purpose of purchasing the land under Option. The Group does not own any of the share capital of either WPDL or BDL and has none of the voting rights.

Investment in joint ventures

The Group's joint venture investments in Aston Clinton S.A.R.L and Project Helix Holdco Limited (Project Helix) are not in equal share (the Group owns 10% of the share capital of Aston Clinton S.A.R.L. and 20% of the share capital of Project Helix) however the Group has joint control over the activities of the companies with the other parties due to its entitlement to veto any decisions. In addition, the Group and the other parties, to the agreements only have rights to the net assets of these companies through the terms of the contractual arrangements. With Aston Clinton S.A.R.L the Group is entitled to 50% of the net assets and with Project Helix there is a ratchet mechanism which depends on the amount of profit each development contributes to the joint venture. Therefore, these entities are classified as joint ventures and are accounted for using the equity method.

As the profits made within the BDL group are classed as intercompany transactions, they have been eliminated as part of the consolidation process and therefore the NCI amount is different to that quoted in the Group Statement of Financial Position.