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Final Results to 30 Sep 2020

8 Feb 2021 07:00

RNS Number : 2310O
Inland ZDP PLC
08 February 2021
 

Inland ZDP PLC

8 February 2021

 

INLAND ZDP PLC

 

AUDITED RESULTS FOR YEAR ENDED 30 SEPTEMBER 2020

 

The board of Inland ZDP PLC (the "Company") announces the results for the year ended 30 September 2020 and the publication of its annual report.

 

Inland ZDP plc was incorporated on 22 November 2012 and has a capital structure comprising unlisted ordinary shares and zero dividend preference shares ('ZDP shares') listed on the Official List and traded on the London Stock Exchange. The Company's ordinary share capital is wholly owned by Inland Homes 2013 Limited which is a wholly owned subsidiary of Inland Homes plc ('Inland'), which has a principal activity of acquiring residential and mixed-use sites and seeking planning consent for development. Inland develops a number of the plots for private sale and sells consented plots to housebuilders.

 

Following the publication of a prospectus on 14 December 2012 and issue of 8,500,000 ZDP shares at 100p per share there has been a series of further placings of new ZDP Shares in successive years resulting in there being 18,101,857 ZDP shares in issue as at 30 September 2020 (30 September 2019: 16,430,790 ZDP shares). 1,671,067 new ZDP shares were issued during the year ended 30 September 2020. The proceeds of the ZDP share issues totaling £2.7m were lent to Inland Homes 2013 Limited for use in future investment opportunities.

 

Pursuant to a loan agreement between the Company and Inland, the Company has lent Inland the gross proceeds of its placings and all issue costs were borne by Inland to pursue future opportunities. This loan is on terms requiring its repayment by Inland to the Company on the ZDP shares repayment date when the Company must be wound up. The ZDP repayment date was initially 10 April 2019, but this was extended by five years to 10 April 2024 by the passing of resolutions at general and class meetings on 13 August 2018. 

 

Key performance indicators

The key performance indicators used by the board to measure the Company's success are the cover ratio (which is described in detail in the Chairman's statement), the accrued capital entitlement and the price of the ZDP shares.

 

30 September 2020

30

September

2019

 

 

 

Asset value per ZDP share

167.30p

159.42p

Accrued capital entitlement per ZDP Share

ZDP share price

166.81p

156.00p

159.12p

161.50p

 

 The asset value and the accrued capital entitlement will continue to increase as the repayment date approaches. The book value of ZDP Shares in the financial statements is derived from the various issue prices using the effective interest method, whereas the accrued capital entitlement is based on the initial issue price (100p) and its accrual over time to the redemption price and is not affected by the prices of subsequent issues. As at the repayment date, the book value and accrued capital entitlement will be equal to one another. 

Under normal circumstances it is anticipated that the ZDP share price will be higher than the accrued entitlement as it will reflect the fixed nature of the return. The year-end share price had not recovered from the fall in markets in March 2020 caused by COVID-19. However, as the share price recovers from this fall, it is still expected that provided interest rates remain low, there will be a premium on the ZDP shares for as long as the return is higher than is generally available elsewhere. It is unlikely that the share price will exceed the ultimate repayment price of 201.4p which is due on 10 April 2024.

 

Objective

The objective of the company is to make loans to Inland on terms which provide the final capital entitlement due to the holders of the ZDP shares at the repayment date of 10 April 2024.

 

Principal risks and uncertainty and risk management

The Board believes that the principal risk faced by the Company is the credit risk associated with the loan made to Inland. The specific risks faced by Inland are included within its financial statements and comprise: the inability to source, acquire, promote and dispose of land; the increased complexity in the planning process and the adoption of the Community Infrastructure Levy; a severe fall in the housing market in the regions in which the group operates; inability to retain or source high calibre and experienced staff; significant upward changes in interest rates; unexpected contamination being found on a site; changes in legislation; cost overruns, material shortages and construction delays; and the availability of finance for land acquisition. The Directors of the Company are also directors of the ultimate parent company and are therefore in a position to assess the recoverability of amounts due by Inland.

 

The Company is also exposed to risks in relation to its financial instruments. Further details of these risks and the way in which they are managed are contained in note 9 of the financial statements.

 

 

CHAIRMAN'S STATEMENT

 

The original loan and contribution agreements between the Company and Inland contain certain protections for the Company which are intended to benefit its ZDP shareholders. These include first charges over pledged assets and pledged cash in a charged bank account. The pledged assets (such as property and interests in property development joint ventures) must have a book value of at least 120% of the accrued value of the ZDP shares net of the pledged cash. As at 30 September 2020, the accrued amount due to ZDP shareholders was £30,234,786 (30 June 2019: £26,144,183), the pledged cash was £7,702,396 (30 June 2019: £7,020,000) and the pledged assets had a book value of £32,861,848 (30 June 2019: £38,772,990), thereby satisfying this requirement.

 

The loan agreement also contains a covenant relating to asset cover, which is shown below as at 30 September 2020. The definitions of Assets and Financial Indebtedness are set out in the prospectus published in connection with the issue of the ZDP shares which is available at http://www.inlandhomesplc.com/investors/inland-zdp/zdp-documents-and-accounts/. The definition of Financial Indebtedness excludes indebtedness which falls due more than 6 months after the final ZDP Repayment Date of 10 April 2024.

 

Asset cover:

Assets / Financial Indebtedness plus ZDP Final Redemption Liability = 2.2 times cover (30 September 2019: 2.0 times cover).

 

The asset cover should be at least 1.8 times, so this covenant, which is tested quarterly, was satisfied at 30 September 2020.

 

The board believes that the use of book values is generally conservative, because a substantial proportion of the group's assets are properties for which planning consents are sought. The planning process takes time and any progress towards reaching the stage when building can commence is not reflected in an increase in the book values beyond the costs attributable to the relevant sites, whereas any diminution in value is reflected by way of impairment provisions, such that planning gains are not generally recognised in Inland's financial statements until sales are contracted. If the covenant ratios were to be calculated by reference to the market values of the assets, the cover would be higher and the gearing lower.

 

The COVID-19 pandemic affected the Inland Homes plc group in a variety of ways as described in its annual report. The financing arrangements for the group are designed to spread loan and ZDP share maturities over time so that the risk of having to refinance an excessive amount when financial and credit markets are stressed is reduced. The funding comes from several sources, but with compatible terms and security arrangements, reducing the group's reliance on any single lender. Some of the group's financial commitments are at fixed rates and others (mainly revolving credit) are at floating rates of interest. This achieves a balance between deferring the impact of changes in interest rates and providing flexibility to draw down and repay some debt without early repayment penalties. The ZDP Shares benefit from the group's debt policies which mitigate and spread certain financing risks, and represent an important element of the Group's financing structure. ZDP Shareholders' ongoing support for the group is much appreciated by the Board.

 

 

Enquiries:

Inland ZDP PLC

Nishith Malde FCA Tel: 01494 762450

 

STATEMENT OF COMPREHENSIVE INCOME

 

 

 

Yearended

15-month period ended

 

 

30 September 2020

 30 September

2019

Continuing operations

Note

£000

£000

Revenue

 

 

 

Interest income

2

 1,537

 1,523

Total income

 

 1,537

 1,523

 

 

 

 

Expenditure

 

 

 

Expenses

3

-

-

Total expenditure

 

-

-

Profit before finance costs and taxation

 

 1,537

 1,523

 

 

 

 

Finance costs

4

(1,537)

(1,523)

Profit before tax

 

 

-

Income tax

5

-

-

Profit for the year and total comprehensive income

 

-

-

Earnings per share for profit attributable to the equity holders of the company during the year / period

6

0.0p

0.0p

 

STATEMENT OF FINANCIAL POSITION

 

 

 

 

 

 

 

30 September 2020

 30

 September

2019

 

Note

£000

£000

 

 

 

 

Current assets

 

 

Intercompany receivable

9,11

 30,285

26,194

 

 

 30,285

26,194

Non-current liabilities

 

 

 

Zero Dividend Preference Shares

7

(30,235)

(26,144)

 

 

(30,235)

(26,144)

Net assets

 

50

50

 

 

 

 

Equity

 

 

 

Ordinary share capital

8

50

50

Shareholders' funds

 

50

50

 

STATEMENT OF CHANGES IN EQUITY

 

Share

 

 

capital

Total

 

£000

£000

At 30 June 2018

50

50

Result and total comprehensive income for the period

-

-

At 30 September 2019

50

50

Result and total comprehensive income for the year

-

-

At 30 September 2020

50

50

 

 

 

STATEMENT OF CASHFLOWS

 

Year

ended

15-month period ended

 

30 September 2020

30 September 2019

 

£000

£000

Cash flow from operating activities

 

 

Profit for the year / period before tax

-

-

Adjustments for:

 

 

- interest expense

 1,537

 1,523

- interest and similar income

(1,537)

(1,523)

Net cash flow from operating activities

-

-

Net increase in cash and cash equivalents

-

-

Net cash and cash equivalents at beginning of the year / period

-

-

Net cash and cash equivalents at the end of the year / period

-

-

 

The accompanying accounting policies and notes form and integral part of these financial statements. 

 

NOTES TO THE FINANCIAL STATEMENTS

 

1 Accounting policies

 

The principal accounting policies adopted in the preparation of the financial statements are set out below.

 

1.1 Basis of preparation

 

The financial information has been prepared in accordance with the Companies Act 2006 and International Accounting Standards in conformity with the requirements of the Companies Act 2006. The financial information comprises the Statement of Financial Position as at 30 September 2020 and, for the year ended 30 September 2020, the related Statement of Comprehensive Income, Statement of Changes in Equity, Statement of Cashflows and related notes hereinafter referred to as 'financial information'. The principal accounting policies adopted by the Company are set out below.

 

The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £'000.

These accounting policies comply with each accounting standard that is mandatory for accounting year ended 30 September 2020. 

 

At the date of approval of these financial statements, 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 Company.

 

Management anticipates that all of the relevant pronouncements will be adopted in the Company'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 Company's financial statements is provided below.

 

Certain other new standards and interpretations have been issued but are not expected to have a material impact on the Company's financial statements.

 

The Company's business activities principal risks and uncertainty, and risk management are set out in the Strategic Report on pages 1 and 2. The Company is reliant on the ability of Inland Homes Plc to continue as a going concern as detailed in the strategic report. Further disclosures regarding the Company's financial instruments and exposure to credit and liquidity risk are set out in note 9 of the Financial Statements. 

 

Given the dependency on Inland Homes Plc, details regarding their going concern assumptions are given below.

 

Standards in issue but not yet effective

 

• Amendments to IFRS 9: Financial Instruments

• Annual Improvements to IFRSs (2015-2017 Cycle)

• Amendments to References to the Conceptual Framework in IFRS Standards*

• IFRS 3 Definition of a Business (Amendments to IFRS 3);

• IAS 1 and IAS 8 Definition of Material (Amendments to IAS 1 and IAS 8);

• IFRS 9, IAS 38 and IFRS 7 Interest Rate Benchmark Reform (Amendments to IFRS 9, IAS 38 and IFRS 7);

• Annual Improvements to IFRSs (2018-2020 Cycle)*; and

• IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Return Reform - Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7 and IFRS 16)*

 

*Standards and amendments not yet endorsed by the EU.

 

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

 

Going concern

 

The Directors have reviewed the performance of the Group to which the Company is a member of for the current period and forecasts for the period to 28 February 2022. The going concern of the Company is dependent on that of the Group due to the use of intercompany debt across the Group to support the consolidated operations and therefore Going Concern has been considered at Group level.

 

The Directors have reviewed the performance of the Group and parent Company for the current year and forecasts for the period to 28 February 2022.

 

The Directors are required to assess the Group's and parent Company's abilities to continue as a going concern for a period of at least the next twelve months. Given the significant adverse impact of the COVID-19 crisis on the economy and the activities of the Group, a thorough review of the going concern assumption has been undertaken in preparing the Group and parent Company financial statements.

 

The Group's and parent Company's going concern assessment considers the Group's and parent Company's principal risks and is dependent on several factors, including its financial performance, continued access to borrowing facilities and the ability to operate within their respective financial covenants.

 

In response to the global COVID-19 pandemic, which quickly emerged in March 2020, the Group adopted stringent cash management procedures to conserve resources, a range of other measures undertaken to reduce the cost base and raised new equity of £9.4m, net of expenses, to strengthen the balance sheet and provide additional liquidity during this uncertain period.

 

In preparing the forecasts the Directors have considered the continued adoption of stringent cash management procedures, market disruptions already brought about by COVID-19, the possibility of future disruption in the going concern period which could potentially be caused by COVID-19 and other risks and uncertainties, including credit risk and liquidity risk, the present and possible future economic climate, the current and possible future demand for land with planning consent and the state of the housing market in the geographic areas where the Group operates. The key risks faced by the Group are set out on pages 36 to 38 of the Group's annual report.

 

At the date of signing of the Group and parent Company's accounts, the continued and prolonged impact of COVID-19 may result in further uncertainties that are not apparent at present. There are contractual and anticipated cash inflows expected which ensure that the Group and parent Company have sufficient working capital for its requirements.

 

At the date of signing of this report, the Group has a total forward order book of £53.5m for private homes reserved or contracted, including two contracted block sales of 109 units and a contracted sale of a hotel and £73.9m for partnership housing contract income. In addition, the Group has contracted to sell a parcel of land for £14.0m (including payments for infrastructure works) subject to certain conditions being fulfilled.

 

The Group also has contracted annualised residential and commercial rental income of £2.3m.

 

As also disclosed in Note 42 of the Group's Annual Report and Accounts, the Group extended the following facilities during January 2021:

 

• A revolving credit facility for £15.4m to 31 December 2021.

• Two loan facilities amounting to £11.0m to 31 December 2021.

• Three bank loan facilities amounting to £41.3m to 30 April 2022.

 

The Group has three facilities totalling £26.4m falling due for repayment on 31 December 2021. The Directors are in advanced discussions with the provider of the revolving credit facility to renew the facility for a further five-year period. The Directors have positive relationships and have had constructive discussions with all their existing lenders and a number of other potential lenders; however, they do not as yet have a binding commitment to extend or refinance these facilities beyond 31 December 2021.

 

The Group has also negotiated a relaxation to the interest cover covenant test under the revolving credit facility with HSBC in respect of the December 2020 and March 2021 periods as proactive defence against any possible severe but plausible downside scenarios.

 

The Directors have performed detailed sensitivity analyses to test the Group's future liquidity and banking covenant compliance based on several scenarios. The Group has forecast land sales in the next twelve months in the normal course of its business.

 

As part of their Going Concern review, the Directors have considered the impact of a delay of six months on each of these sales in isolation. They have also considered, again in isolation, a price reduction of 10% on all residential unit sales that have not been contracted and are forecast to complete after 31 March 2021. Finally, the Group considered a delay in residential unit sales by three months. None of these scenarios leads to an issue with either the Group's debt covenants or its liquidity.

 

The Directors have also considered the following severe, but plausible downside scenario:

• Only residential sales that have exchanged or reserved complete between now and 31 March. After 31 March through to 28 February 2022 legal completions of residential units continue, but at a 50% reduction in volume and a 10% reduction in sales prices

• No land sales until the end of May 2021, other than a small scheduled sale where negotiations with the purchaser are in progress at the date of this report.

 

Additionally, the Directors considered an even more severe scenario which mirrors the above but assumes no residential unit sales for a period of three months from 1 April 2021 before returning to the assumptions in the Group's base case.

 

The Board's modelling choice of cessation of activity period for the severe, but plausible downside scenario is based on the market experiences of 2020, when the national housebuilders stopped purchasing land for a short period during national lockdown.

 

In making their assessment of the sensitivity tested above the Directors have considered the Stamp Duty Land Tax holiday which expires on 31 March 2021. The Directors are therefore confident that residential unit sales reserved or exchanged for completions due in the months of February 2021 and March 2021 are secure. The Directors have assumed that the current Stamp Duty Land Tax holiday window is not extended by the UK Government after 31 March 2021 in preparing their projections.

 

Under both severe, but plausible scenarios, the Directors would need to make strategic choices in the near term to delay both planning application activity, construction activity and identified but non-contractual purchases however there is no need for any further liquidity to be introduced into the Group or any need for any relaxation of the Group's financial covenants with its lenders. Should the cessation of the land and planning activity and housebuilding activity discussed above, extend beyond the periods referred to above, then the Group may have to rely on the sale of property assets at lower than open market values to generate liquidity for the Group and parent Company to meet their obligations as they fall contractually due. Again, there would be no need for any relaxation of the Group's financial covenants with its lenders under such circumstances.

 

Additionally, the Directors also have the option to access the capital and debt markets to raise further liquidity as may be needed.

 

The Strategy outlined above details our approach to the current situation but, the Directors are mindful that no one can forecast exactly how the global COVID-19 pandemic will play out and how this may affect the Group, industry and the wider economy for the foreseeable future. A significant worsening of the situation and a return to a strict national lockdown for a prolonged period longer than the severe, but plausible downside scenarios would have implications for the Group as it would for many other businesses. Such a situation would then require the Directors to re-examine the Group's financial position at the time and if necessary, report any significant adverse changes.

 

At the time of approving these financial statements and after making appropriate enquiries, the Directors have a reasonable expectation that the Group and parent Company have adequate resources to continue in operational existence for the foreseeable future. The Directors therefore consider it appropriate to prepare the financial statements on the Going Concern basis.

 

1.2 Income

 

Income is recognised in revenue using the effective interest method on an accruals basis.

 

1.3 Expenses

 

All expenses are borne by the Company's parent Company, Inland Homes 2013 Limited.

 

1.4 Zero dividend preference shares

 

Zero dividend preference shares are recognised as liabilities in the Statement of Financial Position in accordance with IFRS 9: Financial Instruments. After initial recognition, these liabilities are measured at amortised cost, which represents the initial proceeds of the issuance plus the accrued interest based on the effective interest method to 30 September 2020.

 

With the modification of the zero dividend preference shares, which occurred during the prior period, the revised terms were considered to constitute a substantial modification.

 

1.5 Intercompany receivable

 

Intercompany receivables are recognised as assets in the Statement of Financial Position in accordance with IFRS 9: Financial Instruments. After initial recognition they are measured at amortised cost which represents the initial loan plus the accrued interest receivable at the reporting date. Directors have assessed intercompany receivables to meet the requirements under the business model test and SPPI test. The objective of the business model is to hold financial assets to collect their contractual cash flows. The cash flows are solely payments of principal and interest on the principal amounts outstanding.

 

The Company applies the general approach to providing for expected credit losses prescribed by IFRS 9 for intercompany receivables. The expected credit loss provision in the current year and prior period have been assessed as £nil.

 

Pursuant to a loan agreement between the Company and Inland Homes plc, the Company has lent Inland Homes plc the gross proceeds of its placings. This loan is on terms requiring its repayment by Inland Homes plc to the Company on the ZDP shares repayment date when the company must be wound up however the loan made is repayable to Inland ZDP plc on demand and therefore classified as a current asset.

 

1.6 Finance costs

 

Finance costs are calculated as the difference between the proceeds on the issue of zero dividend preference shares and the final liability and are charged as finance costs over the term of the life of these shares using the effective interest method. 

 

1.7 Finance income

 

Finance income is calculated on the amount lent to Inland Homes 2013 Limited and represents the difference between the amounts advanced (which was equal to the proceeds on the issue of zero dividend preference shares) and the final amounts due (which is equal to the liability payable on redemption of the zero dividend preference shares). It is recognised as revenue as interest income over the term of the zero dividend preference shares using the effective interest method.

 

1.8 Taxation

 

The charge for taxation is based on the taxable profits for the year. Taxable profit differs from profit before tax as reported in the Statement of Comprehensive Income because it excludes items of income or expenses that are never taxable or deductible. The Company's liability for tax is calculated using rates that have been enacted or substantively enacted by the reporting date.

 

1.9 Equity

 

An equity instrument is a contract which evidences a residual interest in the assets after deducting all liabilities. Equity comprises 'Share capital', which represents the nominal value of equity shares.

 

1.10 Key estimates and assumptions

 

Estimates and judgements used in preparing the financial statements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed reasonable. The resulting estimates will, by definition, seldom equal the related actual results.

 

Judgement is required in assessing the recoverability of the intercompany receivable. Recoverability is underpinned by the profitability of Inland's development and strategic land sites

 

1.11 Segment information

 

In accordance with IFRS 8, information is disclosed to enable the users of financial statements to evaluate the nature and financial effects of the business activities in which the Company engages. The board has identified that the sole operating segment is to provide the final capital entitlement of the Company's ZDP shares to the holders of the ZDP shares at the final repayment date of 10 April 2024. Consequently, all information presented in these financial statements relate to that segment.

 

 

2 Interest Income

 

Yearended

15-month period ended

 

30 September 2020

30 September 2019

 

£000

£000

Interest income from group undertakings

1,537

1,523

 

3 Expenses

 

Administration expenses of £nil were suffered during the year (period ended 30 September 2019: £nil). All administration expenses during the year, including auditor's remuneration of £25,000 (2019 £20,000), were borne by the ultimate parent Company, Inland Homes plc. The directors received no remuneration for their services in relation to Inland ZDP PLC. Further disclosures with regards to the auditors' remuneration can be found in the group financial statements.

 

There were no employees other than directors in the current year or the prior year.

 

4 Finance costs

 

Yearended

15-month period ended

 

30 September 2020

30 September 2019

 

£000

£000

ZDP share interest costs

1,537

1,523

 

5 Taxation

 

Yearended

15-month period ended

 

30 September 2020

30 September 2019

 

£000

£000

Profit before tax

-

-

Profit on ordinary activities multiplied by the standard

 

 

rate of corporation tax in the UK of 19.00% (2019: 19.00%)

ZDP share interest costs disallowed

Group relief

 

-

292

(292)

 

-

 290

(290)

Tax charge

-

-

 

6 Earnings per ordinary share

 

The calculation of earnings per share is based on a profit after tax figure for the year of £nil (period ended 30 September 2019: £nil) and the weighted average number of 50,000 ordinary shares in issue during the year. The basic and diluted earnings per share are the same.

 

7 Zero dividend preference shares

 

 

At 30 September

2020

At 30 September

2020

At 30

September

2019

At 30

September

2019

 

No.

£000

No.

£000

ZDP shares

 

 

 

 

Opening ZDP shares

16,430,790

26,144

12,444,200

 18,447

 

Issued during the year/period

1,671,067

2,554

3,986,590

6,174

 

ZDP share interest cost

-

1,537

-

1,523

 

 

18,101,857

30,235

16,430,790

26,144

 

       

 

 

8 Ordinary share capital

 

Authorised/called up/allotted/fully paid

 

At 30 September

2020

At 30 September

2020

At 30 September

2019

At 30 September

2019

 

No.

£000

No.

£000

Opening ordinary shares

50,000

50

50,000

50

Issued during the year / period

-

-

-

-

50,000 issued ordinary shares of £1 each

50,000

50

50,000

50

 

All ordinary shares are owned by the Company's parent Company, Inland Homes 2013 Limited.

Each ordinary share is entitled to one vote at a general meeting.

In addition to receiving any income distributed by way of dividend, the ordinary shareholders will be entitled to all surplus assets after payment of all debts, including the ZDP shares.

9 Financial instruments

 

The Company's financial instruments comprise fixed interest creditors classified as financial liabilities at amortised cost and financial assets classified as amortised cost.

 

The main risks arising from the Company's financial instruments are liquidity risk and funding risk and credit risk.

 

Liquidity and funding risk

This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.

 

Liquidity risk is considered to be significant as the Company is reliant upon repayment from its ultimate parent Company. The parent Company manages liquidity risk by maintaining sufficient cash balances and ensuring availability of funding through an adequate amount of credit facilities. The parent Company aims to maintain flexibility in funding by keeping credit lines available.

 

Contractual maturity analysis for financial liabilities

 

At 30 September 2020

At 30 September 2019

 

£000

£000

 

ZDP shares final redemption figure

ZDP shares final redemption figure

 

 

 

Less than one year

-

-

More than one year and less than five years

36,457

33,092

Over five years

-

-

 

36,457

33,092

 

Credit risk

This is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered with the Company. Credit risk is managed by way of a security over the loan. The security relates to pledged tangible assets (such as property and interests in property development joint ventures) and pledged cash in a charged bank account.

 

At the reporting date, the Company's financial assets exposed to credit risk amounted to the following:

 

Amortised Cost

 

At 30 September 2020

At 30 September 2019

 

£000

£000

Amounts due from ultimate parent company

30,285

26,194

 

 

The directors consider the carrying amounts to be a reasonable approximation of fair value.

 

The Company applies the general approach to providing for expected credit losses prescribed by IFRS 9 for amounts due from ultimate parent Company. There were no expected credit loss provisions in the current year and prior period. The security that is pledged is more than sufficient to cover the amounts due. The Directors have assessed a possible downturn in the value of the pledged assets by 10% and following that assessment no credit loss, as defined by IFRS 9, would arise.

 

The following table presents the fair value of financial liabilities that are carried at amortised cost in the Statement of Financial Position in accordance with the fair value hierarchy. This hierarchy groups financial liabilities into three levels based on the significance of inputs used in measuring the fair value of the financial liabilities. The fair value hierarchy has the following levels:

 

· Level 1: quoted prices (unadjusted) in active markets for identical liabilities;

· Level 2: inputs other than quoted prices included within Level 1 that are observable for the liability, either directly (i.e., as prices) or indirectly (i.e. derived from prices); and

· Level 3: inputs for the liability that are not based on observable market data (unobservable inputs).

 

The level within which the financial liability is classified is determined based on the lowest level of significant input to the fair value measurement.

 

If the financial liabilities were measured at fair value in the Group Statement of Financial Position, they would be grouped into the fair value hierarchy as follows:

 

The level within which the financial liability is classified is determined based on the lowest level of significant input to the fair value measurement.

 

 

 

 

Level 1

£000

Level 2

£000

Level 3

£000

Total

£000

Net fair value at 1 July 2018

26,536

-

-

26,536

Additions

2,699

-

-

2,699

Fair value movements during the year

(996)

-

-

(996)

Net fair value at 30 September 2020

28,239

-

-

28,239

 

 

Level 1

£000

Level 2

£000

Level 3

£000

Total

£000

Net fair value at 1 October 2019

18,878

-

-

18,878

Additions

6,174

-

-

6,174

Fair value movements during the year

1,484

-

-

1,484

Net fair value at 30 September 2019

26,536

-

-

26,536

 

The ZDP shares are carried at their accrued value of 166.81p per share (30 September 2019: 159.12p) however their closing price on the main market of the London Stock Exchange on 30 September 2020 was 156.00p (30 September 2019: 161.50p). 

 

In August 2018, the ZDP shareholders agreed to rollover and extend the facility and will now be repaid on or before 10 April 2024. This was accounted for as a substantial modification due to the significant extension in the term of the debt, the change to the covenants and the substantial change in interest rate. This resulted in no gain or loss being recognised in the Statement of Comprehensive Income.

 

10 Capital management policies and procedures

 

The Company's objectives when managing capital are:

 

· to safeguard its ability to continue as a going concern; and

· to ensure sufficient liquid resources are available to meet the funding requirement of its ZDP shareholders.

 

The directors consider that the capital management policies and procedures of the ultimate parent company will enable the Company to meet its objectives. Further details of the policies and procedures of Inland Homes plc can be found within its financial statements and include a target capital to overall financing ratio of over 40%.

 

The capital of the Company comprises 1,860,186 (ordinary shares and ZDP preference shares) and the nominal value of these amounted to £50,000 and £1,810,186 respectively.

 

11 Related party transactions

 

The loan to Inland Homes plc is repayable along with all accrued interest, together with a contribution for such amount that will result in the Company having sufficient cash funds to satisfy the then current, or as the case may be, final capital entitlement of the ZDP shares on the ZDP repayment date (see the Strategic Report on page 1) or immediately upon an event of default. At 30 September 2020, the total amount due from the ultimate parent Company was £30,285,000 (30 September 2019: £26,194,000).

 

12 Ultimate controlling party

The directors regard Inland Homes Plc as the ultimate parent and controlling party. 

 

13 Holding Company

 

The Company is a wholly owned subsidiary of Inland Homes 2013 Limited which is a wholly owned subsidiary of Inland Homes plc, a quoted Company whose shares are traded on the AIM market of the London Stock Exchange. Copies of its accounts for the year ended 30 September 2020 will shortly be available to view on Inland's website (www.inlandhomesplc.com)

14 Responsibility and audit

The Directors are the persons responsible for the full annual report and financial statements.

Each of the Directors confirms that to the best of his knowledge:

· the financial statements, prepared in accordance with IFRS as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and

· the Strategic Report and the Report of the Directors includes a fair review of the development and performance of the business and the position of the Company together with a description of the principal risks and uncertainties it faces.

 

The statutory financial statements have been audited by BDO LLP and their report was unqualified.

 

15 Publication of non-statutory accounts

The financial information for the year ended 30 September 2020 and the fifteen -month period ended 30 September 2019 in this announcement does not constitute the company's statutory accounts for those years.

Statutory accounts for the fifteen-month period ended 30 September 2019 have been delivered to the Registrar of Companies. The statutory accounts for the year ended 30 September 2020 will be delivered to the registrar of companies in due course.

The auditors' reports on the accounts for 30 September 2020 and 30 September 2019 were unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006. 

A copy of the annual report will shortly be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and at the Company's website: http://www.inlandhomesplc.com/investors/inland-zdp/zdp-documents-and-accounts/

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
END
 
 
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12
Date   Source Headline
5th Oct 20237:41 amRNSSuspension of Listing of ZDP Shares
5th Oct 20237:30 amRNSSuspension - Inland ZDP PLC
28th Sep 20239:29 amRNSInland Homes intended Administration - Replacement
28th Sep 20237:00 amRNSInland Homes PLC intended Administration
27th Sep 20232:30 pmRNSIntention to appoint Administrators & Cancellation
5th Sep 20237:00 amRNSInland ZDP PLC Board Changes
30th Aug 20238:24 amRNSPossible loan covenant breach
4th Aug 20237:00 amRNSBoard Changes
3rd Jul 20231:01 pmRNSZDP PLC Half-year Report
30th Jun 202311:16 amRNSInland ZDP PLC Half-year Report to 31 March 2023
30th Jun 202310:10 amRNSInland ZDP PLC Half-year Report
24th Mar 20233:27 pmRNSCovenant compliance and update
23rd Mar 20232:05 pmRNSSecond Price Monitoring Extn
23rd Mar 20232:00 pmRNSPrice Monitoring Extension
31st Jan 20236:04 pmRNSAnnual Financial Report
20th Oct 20227:00 amRNSBoard Changes
9th Sep 20224:34 pmRNSZDP Share Accrued Value, Asset Cover and return
3rd Aug 20227:00 amRNSChange of auditor
30th Jun 20227:00 amRNSHalf-year Report
19th Apr 20229:23 amRNSDirectorate Change
17th Feb 20227:00 amRNSZDP Share accrued value, asset cover and return
31st Jan 20227:00 amRNSInland ZDP PLC Annual Financial Report
27th Aug 20214:33 pmRNSZDP Share accrued value, asset cover and return
30th Jun 20218:26 amRNSHalf-year Report
3rd Mar 20217:30 amRNSZDP Share accrued value and asset cover
8th Feb 20217:00 amRNSFinal Results to 30 Sep 2020
29th Jan 20217:00 amRNSNotice of Results and covenant compliance
10th Aug 20204:36 pmRNSZDP Share accrued value and asset cover
30th Jun 20207:00 amRNSHalf-year Report
21st Feb 20207:00 amRNSZDP Share Accrued Value and Asset Cover
31st Jan 20207:00 amRNSInland ZDP PLC Final Results
7th Nov 201911:00 amRNSIssue of 1,671,067 new ZDP Shares
24th Oct 20194:09 pmRNSChange of Adviser and ZDP Share Issue
22nd Aug 201911:05 amRNSIssue of Zero Div Pref Shares
30th Jul 201912:40 pmRNSZDP Share accrued value and asset cover 30/6/19
6th Jun 201911:20 amRNSChange of Accounting Reference Date
1st May 20197:00 amRNSZDP Share Accrued Value and Asset Cover
19th Mar 20197:00 amRNSInland ZDP PLC Half-year Report
6th Nov 201811:13 amRNSCover Ratio Statement
16th Oct 20187:00 amRNSPlacing of 1,488,800 ZDP Shares
12th Oct 20184:36 pmRNSFinal Results
13th Aug 20183:24 pmRNSResults of Meetings,Tender Offer and Placing
24th Jul 20189:39 amRNSRecord date for voting at ZDP Share class meeting
19th Jul 201811:09 amRNSContinuation Proposals and Tender Offer Circular
2nd Jul 20183:20 pmRNSContinuation Proposals
8th May 20183:23 pmRNSZDP Share accrued value and asset cover
8th May 20183:16 pmRNSBoard appointment
26th Apr 201811:17 amRNSDirectorate Change
26th Mar 20184:46 pmRNSInland ZDP PLC Half-year Report - Replacement
26th Mar 20184:07 pmRNSInland ZDP PLC Half-year Report
12

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