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Final Results

29 Jul 2011 07:00

RNS Number : 3010L
Northacre PLC
29 July 2011
 



 

NORTHACRE PLC (the ''Company'' or ''Group'')

Results for the year ended 28th February 2011

 

29th July 2011

 

 

 

Northacre PLC today announces its results for the year ended 28th February 2011.

 

Northacre is the brand behind many of London's landmark addresses. Over the last twenty years Northacre has revived significant areas of Westminster, Kensington and Chelsea, developing in the most sought after locations in the capital for both local and international purchasers.

 

Northacre's reputation for creating prestigious, award-winning residences from existing properties is unrivalled.

 

 

Chairman's Statement

 

This past year has seen the Group focus on the delivery of The Lancasters Development, in our joint venture with Minerva PLC. The Group has cemented its profile as one of London's most experienced prime residential developers through this landmark scheme, which has seen the revival of a prominent building in a hitherto undervalued area of central London. The Lancasters has transformed the north side of Hyde Park and will have a lasting impact on the area. The development, which nears completion this summer, is testament to our Group's continuing focus on quality, steadfast development management, and individuality in the conceptualisation and marketing of each development.

 

Following the completion of the first phases of The Lancasters in early 2011, we look forward to full completion in late summer 2011. At the same time we are also working to bring forward The Vicarage, a 42,000 Sq ft prime residential development in Kensington, which will see us deliver, as development managers, 14 duplex and lateral apartments. This development, led by Northacre, is due to commence in 2012.

 

We are engaged in discussions on a number of central London opportunities in which Northacre would act either as a full joint venture partner or take the role of development manager.

 

There continues to be a relative shortage in the supply of development opportunities and more entrants into the market chasing fewer sites. That said, equity investors are keen to finance prime residential developments undertaken by experienced developers such as Northacre, given the history of strong returns in the sector and the undoubted continuation of London's appeal as one of the top locations for international buyers looking for a principal or second home.

 

We have reviewed our cost base and made some efficiencies to suit the changing market conditions. I am gratified by the support and focus of the Board, management and staff within the Group and I am proud to work with one of the top teams in the sector.

 

Outlook

 

Our Group's core skills are in the design, development management, branding and marketing of prime residential developments in central London. As such, we are in an unrivalled position to offer our skills in an advisory capacity with limited equity participation. We look to the future with renewed confidence and focus and are well placed to capitalise on the product success and financial returns as we complete The Lancasters Development.

 

 

 

Klas Nilsson

Chairman and Chief Executive

 

 

 

Copies of the Annual Report and Accounts will be available at the office of Northacre PLC at 8 Albion Riverside, 8 Hester Road, London SW11 4AX and are available on our website www.northacre.com and are being posted to shareholders.

 

 

 

Enquiries:

Northacre PLC

Klas Nilsson (Chairman and Chief Executive)

Ken MacRae (Finance Director)

020 7349 8000

 

Hudson Sandler Limited

Michael Sandler

020 7796 4133

 

Peel Hunt LLP (Nominated Adviser and Broker)

Capel Irwin

Harry Florry

020 7418 8900

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial Review

 

In the year under review, The Lancasters has been the main feature for each of the divisions within the Group. The Intarya designed show apartment (5,385 Sq ft), which opened in summer 2010, helped to attract an excellent level of sales and since the year end has sold for the full asking price. Since the end of February 2011 there has been a good volume of sales such that the Development is now c.70% sold.

 

The Group's funding has historically consisted of a mix of project financing for individual developments and working capital facilities for the Group's operational needs. These have been augmented in the past year with Directors loans, underwritten by Mr Klas Nilsson and Mr Mohamed AlRafi, and a related party loan from Mr Abdulsalam AlRafi. The aggregate of all Director and related party loans at the year end was £2,877,163 (including interest) of which £1,200,000 was undrawn at the year end (see the detailed notes on these loans in the financial statements attached). Since the year end, additional facilities of £500,000 from Mr Mohamed AlRafi and £2,000,000 from Mr Abdulsalam AlRafi have been secured. The Group has called on these loans to cover a period of lower recurring fee income and settlement of one of two loans from the Northacre PLC Directors Retirement and Death Benefit Scheme. These loans are due to be fully repaid out of the proceeds of The Lancasters profit share.

 

Our overheads are being reviewed and as a consequence we have made some headcount reduction and other cost savings. The review of costs is an on-going process. We have renewed our efforts to secure more fee income in the Intarya interior design practice and Northacre Development Management Services with a view to delivering a higher sustainable fee income in future years.

 

Review of Results

 

Headlines

 

Net assets per share is 92.90 pence (2010: 38.32 pence). Net comprehensive profit for the year is £14,584,963 (2010: Loss of £1,635,169). The loss per share attributable to equity holders is 16.17 pence (2010: 14.72 pence).

 

Consolidated Statement of Comprehensive Income

 

Turnover for the year increased by 10% to £5,664,484 (2010: £5,151,225). The majority share continues to be fee income rather than development profit. The Group's interior design subsidiary, Intarya, reported revenue growth of 11% to £4,249,606 (2010: £3,815,427). The Development Management subsidiary saw an increase in revenue of 24% to £969,652 (2010: £780,710) whereas the architectural subsidiary, Nilsson Architects, has experienced the impact of the economic downturn with the absence of new architectural projects, reporting a decrease in fee income of 20% to £445,226 (2010: £555,088).

 

Administrative expenses remained at the level of £5.2m (2010: £5.2m) as a result of measures undertaken by the Board at the beginning of last year. Measures taken after the year end have significantly reduced these expenses on an annual basis.

 

In accordance with International Accounting Standards we have made a fair valuation of our investment at The Lancasters with reference to secured sales as at 28thFebruary 2011. This has also been reflected in the results for the year.

 

 

 

 

Consolidated Statement of Financial Position

 

In accordance with International Accounting Standards, the investments in joint ventures (classified as available for sale financial assets in the Consolidated Statement of Financial Position) represent, where appropriate, the cash equity invested in each of our secured development schemes and any fair value adjustments. As mentioned above, we have calculated the fair value of our investment at The Lancasters and including this fair value adjustment the available for sale financial assets amounted to £21.2m (2010: £3.5m).

 

 

Financing

 

The Group's project funding generally consists of equity, cash and bank borrowings with the aim of maximising its return from the equity invested into the various development opportunities which satisfy the investment criteria.

 

We are actively seeking development opportunities and we are committed to increasing the Northacre portfolio within prime central London. Increasing fee income from new developments is a priority for the Board.

 

 

Ken MacRae

Finance Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated Statement of Comprehensive Income

For the year ended 28th February 2011

Note

2011

2010

Restated

Group

£

£

Group Revenue

3

5,664,484

5,151,225

Cost of sales

 (3,268,795)

(2,483,201)

Gross Profit

2,395,689

2,668,024

Administrative expenses

 (5,199,700)

(5,161,630)

Other operating income

4

-

3,117

Group Loss from Operations

(2,804,011)

(2,490,489)

Investment revenue

5

66,192

(26,517)

Other losses

6

(1,355,248)

(1,310,760)

Finance costs

7

(217,995)

(120,880)

Share of (loss)/profit of associate

14(a)

(8,971)

6,918

Loss before Taxation

8

 (4,320,033)

 (3,941,728)

Taxation

10

-

7,120

Loss for the period attributable to equity holders of the Company

(4,320,033)

(3,934,608)

Other comprehensive income:

Changes in fair value of available for sale financial assets

14(b)

18,904,996

2,299,439

Total comprehensive profit/(loss) for the period

14,584,963

(1,635,169)

Loss per ordinary share

Basic - Continuing and total operations

24

(16.17)p

(14.72)p

Diluted - Continuing and total operations

24

(16.17)p

(14.72)p

 

Company

Loss for the period attributable to equity holders of the Company

(2,341,603)

(1,396,556)

Other comprehensive income

-

-

Total comprehensive loss for the period

11

(2,341,603)

(1,396,556)

Consolidated Statement of Financial Position

As at 28th February 2011

 

Note

2011

2010

£

£

Non-Current Assets

Goodwill

12

8,828,460

8,828,460

Property, plant and equipment

13

1,250,948

322,159

Investments in associates

14(a)

42,168

51,139

Available for sale financial assets

14(b)

21,205,344

3,456,473

31,326,920

12,658,231

Current Assets

Inventories

15

336,008

48,628

Trade and other receivables

16

863,589

2,597,670

Cash and cash equivalents

-

268,407

1,199,597

2,914,705

Total Assets

32,526,517

15,572,936

Current Liabilities

Trade and other payables

17

2,683,054

2,567,406

Corporation tax

18

-

-

Borrowings, including lease finance

19

377,251

433,567

3,060,305

3,000,973

Non-Current Liabilities

Borrowings, including lease finance

20

2,290,555

1,231,269

Provisions for other liabilities

21

2,350,000

1,100,000

4,640,555

2,331,269

Total Liabilities

7,700,860

5,332,242

Equity

Share capital

25

668,091

668,091

Share premium account

18,552,361

18,552,361

Retained earnings

5,605,205

(8,979,758)

Total Equity

24,825,657

10,240,694

Total Equity and Liabilities

32,526,517

15,572,936

 

Company Statement of Financial Position

As at 28th February 2011

 

 

Note

2011

2010

£

£

Non-Current Assets

Property, plant and equipment

13

1,238,914

256,217

Investments

14(c)

10,090,079

10,089,981

11,328,993

10,346,198

Current Assets

Trade and other receivables

16

15,037,990

15,076,319

Cash and cash equivalents

-

93,672

15,037,990

15,169,991

Total Assets

26,366,983

25,516,189

Current Liabilities

Trade and other payables

17

13,718,813

12,809,371

Corporation tax

18

-

-

Borrowings, including lease finance

19

351,759

405,828

14,070,572

13,215,199

Non-Current Liabilities

Borrowings, including lease finance

20

2,283,620

1,196,596

Provisions for other liabilities

21

2,020,000

770,000

4,303,620

1,966,596

Total Liabilities

18,374,192

15,181,795

Equity

Share capital

25

668,091

668,091

Share premium account

18,552,361

18,552,361

Retained earnings

(11,227,661)

(8,886,058)

Total Equity

7,992,791

10,334,394

Total Equity and Liabilities

26,366,983

25,516,189

Consolidated and Company Statements of Cash Flows

For the year ended 28th February 2011

 

 

Group

Company

2011

2010

2011

2010

£

£

£

£

Cash flows from operating activities

Loss for the period before tax

(4,320,033)

(3,941,728)

(2,341,603)

(1,403,676)

Adjustments for:

Investment revenue

(66,192)

26,517

(53,945)

(32,711)

Finance costs

217,995

120,880

196,127

102,599

Loss on disposal of investment

105,248

723,260

-

-

Share of loss/(profit) in associate

8,971

(6,918)

-

-

Depreciation and amortisation

102,382

111,836

60,000

55,000

Increase in inventories

(287,380)

(19,984)

-

-

Increase in trade and other receivables

1,734,181

803,149

38,329

(1,280,853)

Increase in trade and other payables

1,365,548

348,869

2,159,442

2,559,408

Cash used in operations

(1,139,280)

(1,834,119)

58,350

(233)

Interest paid

(217,995)

(120,880)

(196,127)

(102,599)

Tax refunded

-

7,120

-

7,120

Net cash used in operating activities

(1,357,275)

(1,947,879)

 (137,777)

(95,712)

Cash flows from investing activities

Acquisition of interest in available for sale financial assets

-

(11,100)

-

-

Increase in investments

-

-

(98)

-

Purchase of plant, property & equipment

(1,031,171)

(327,722)

(1,042,697)

(311,217)

Proceeds of sale of available for sale financial assets

1,050,977

1,853,344

-

-

Interest received

13,692

(56,517)

1,445

2,711

Dividends received

 52,500

30,000

52,500

30,000

Net cash generated from/(used in) investing activities

85,898

1,488,005

(988,850)

(278,506)

Cash flows from financing activities

Proceeds from borrowings

1,217,849

300,000

1,217,849

300,000

Proceeds from finance leases

-

482,877

-

397,350

Repayment of borrowings

(275,000)

(275,000)

(275,000)

(275,000)

Repayment of finance leases

(158,564)

(143,041)

(130,825)

(119,926)

Net cash from financing activities

784,285

364,836

812,024

302,424

Decrease in cash and cash equivalents

(487,092)

(95,038)

(314,603)

(71,794)

Cash and cash equivalents at the beginning of the year

268,407

363,445

93,672

165,466

Cash and cash equivalents at the end of the year

(218,685)

268,407

(220,931)

93,672

 

 

Consolidated and Company Statements of Changes in Equity

For the year ended 28th February 2011

 

 

Called Up

Share

Share

Premium

Retained

Group

Capital

Account

Earnings

Total

£

£

£

£

As at 1st March 2009

668,091

18,552,361

(7,344,589)

11,875,863

Comprehensive Loss for the period

-

-

(3,934,608)

(3,934,608)

Other Comprehensive Profit for the period:

Changes in fair value of available for sale financial assets

-

-

2,299,439

2,299,439

As at 28 th February 2010

668,091

18,552,361

(8,979,758)

10,240,694

As at 1st March 2010

668,091

18,552,361

(8,979,758)

10,240,694

Comprehensive Loss for the period

-

-

(4,320,033)

(4,320,033)

Other Comprehensive Profit for the period:

Changes in fair value of available for sale financial assets

-

-

18,904,996

18,904,996

As at 28th February 2011

668,091

18,552,361

5,605,205

24,825,657

Called Up

Share

Share

Premium

Retained

Company

Capital

Account

Earnings

Total

£

£

£

£

As at 1st March 2009

668,091

18,552,361

(7,489,502)

11,730,950

Total Comprehensive Loss for the period

-

-

(1,396,556)

(1,396,556)

As at 28th February 2010

668,091

18,552,361

(8,886,058)

10,334,394

As at 1st March 2010

668,091

18,552,361

(8,886,058)

10,334,394

Total Comprehensive Loss for the period

-

-

(2,341,603)

(2,341,603)

As at 28th February 2011

668,091

18,552,361

(11,227,661)

7,992,791

 

 

 

 

Notes to the Consolidated Financial Statements

For the year ended 28th February 2011

 

1. Principal Accounting Policies

 

The principal accounting policies are as follows:

 

Accounting basis and standards

These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.

 

The following standards, amendments and interpretations to published standards are mandatory for accounting periods beginning on or after 1st March 2010 and have been applied to and impacted the financial information presented:

·; Improvements to IFRSs 2009 - This is the second set of amendments published under the IASBs annual improvements process and incorporates minor amendments to twelve standards and interpretations. The amendments are effective for annual periods beginning on or after 1st January 2010.

·; IFRS 3 (revised), 'Business combinations' and consequential amendments to IAS 27, 'Consolidated and separate financial statements', IAS 28, 'Investments in associates' and IAS 31, 'Interests in joint ventures', are effective prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 1st July 2009.

·; IAS 36 (amendment) "Impairment of assets", effective from 1st January 2010 clarifies that the largest cash generating unit (or group of units) to which goodwill should be allocated for the purposes of impairment testing is an operating segment, as defined by paragraph 5 of IFRS 8, "Operating segments".

·; IAS 38 (amendment) "Intangible assets'', effective from 1st January 2010. The amendment clarifies guidance in measuring the fair value of an intangible asset in a business combination and permits the grouping of intangible assets as a single asset if each asset has similar economic lives.

The following new standards, amendments to standards or interpretations are mandatory for the first time for the financial year beginning 1st March 2010, but are not currently considered to be relevant to the Group (although they may affect the accounting for future transactions and events):

·; IFRIC 16 'Hedges of a net investment in a foreign operation', effective for annual periods beginning on or after 1st July 2009.

·; IFRIC 17, 'Distributions of non-cash assets to owners', effective for annual periods beginning on or after 1st July 2009.

·; IFRIC 18, 'Transfers of assets from customers', effective for transfer of assets received on or after 1st July 2009.

·; IAS 1 (amendment), 'Presentation of financial statements'. The amendment clarifies that the potential settlement of a liability by the issue of equity is not relevant to its classification as current or non-current.

·; IFRS 2 (amendments), 'Group cash-settled share based payment transactions', was effective from 1st January 2010 and expands the guidance contained in IFRIC 11 to address the classification of group arrangements that were not covered by that interpretation.

·; IAS 32 (amended) 'Classification of rights issues', issued in October 2009. The amendment addresses the accounting for rights issues that are denominated in a currency other than the functional currency of the issuer.

·; IFRS 5 (amendment) "Non-current assets held for sale and discontinued operations". The amendment clarifies that IFRS 5 specifies the disclosures required in respect of non-current assets classified as held for sale or discontinued operations.

The following new standards, amendments to standards and interpretations have been issued, but are not effective for the financial year beginning 1st March 2010 and have not been early adopted:

·; Improvements to IFRSs 2010 - This is the third set of amendments published under the IASBs annual improvements process and incorporates minor amendments to seven standards and interpretations. The amendments are effective for annual periods beginning on or after 1st January 2011.

·; Amendments to IFRS 1 'First-time Adoption of International Financial Reporting Standards - These amendments provide limited exemption for comparative IFRS 7 disclosures for first-time adopters. The amendments are effective for annual periods beginning on or after 1st July 2010.

·; Amendments to IFRS 7 'Financial Instruments: Disclosures'-These amendments are intended to provide greater transparency around risk exposures when a financial asset is transferred but the transferor retains some level of continuing exposure in the asset. The amendments also require disclosures where transfers of financial assets are not evenly distributed throughout the period. The amendments are effective for annual periods beginning on or after 1st July 2011.

·; IFRS 9, 'Financial instruments', issued in November 2009 and effective from 1st January 2013. IFRS 9 represents the first phase of the IASB's project to replace IAS 39 'Financial Instruments: Recognition and Measurement'. It sets out the classification and measurement criteria for financial assets and liabilities and requires all financial assets, including assets currently classified under IAS 39 as available for sale, to be measured at fair value through profit and loss unless the assets can be classified as held at amortised cost. Qualifying equity investments held at fair value may have their fair value changes taken through other comprehensive income by election.

·; IAS 24 (revised), 'Related party disclosures', issued in November 2009. It supersedes IAS 24 (revised), 'Related party disclosures', issued in 2003. The revised IAS 24 is required to be applied from 1st January 2011 and clarifies and simplifies the definition of a related party. The Group will apply the revised standard from 1st March 2011 and when applied the Group and the Parent Company will need to disclose any transactions between its subsidiaries.

·; IFRIC 19, 'Extinguishing financial liabilities with equity instruments'. This clarifies the requirements of IFRSs when an entity renegotiates the terms of a financial liability with its creditor and the creditor agrees to accept the entity's shares or other equity instruments to settle the financial liability fully or partially. The interpretation is effective for annual periods beginning on or after 1st July 2010. The Group will apply the interpretation from 1st March 2011.

·; Amendment to IFRIC 14, 'Prepayments of a minimum funding requirement' issued in November 2009. The amendment permits a voluntary prepayment of a minimum funding requirement to be recognised as an asset. The amendment is effective for annual periods beginning 1st January 2011.

 

 

 

 

 

 

 

 

 

Business Combinations and Goodwill

Goodwill relating to acquisitions prior to 1st March 2006 is carried at the net book value on that date and is no longer amortised but is subject to annual impairment review. On acquisition, the assets, liabilities and contingent liabilities of a subsidiary are measured at their fair values at the date of acquisition. Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is recognised as goodwill. Any deficiency of the cost of acquisition below the fair values of the identifiable net assets acquired (i.e. discount on acquisition) is credited to the income statement in the period of acquisition. Goodwill is tested annually for impairment.

 

Going Concern

The Company and Group currently meet their day-to-day working capital requirements partly through monies loaned from the Northacre PLC Directors Retirement and Death Benefit Scheme, partly from the Group's bankers and partly from other loans. The Directors expect the facilities currently agreed to remain in place for the foreseeable future and to be renewed on equally favourable terms in due course. In particular:

 

(i) The loan due to Northacre PLC Directors Retirement and Death Benefit Scheme of £750,000 is not repayable until July 2013.

 

(ii) The Group's bankers have agreed revised facilities with a review on 30th September 2011. An extension to this facility is currently being discussed with the bank.

 

(iii) A Director loan of £300,000 was made available by MTAF Group (Mohamed AlRafi) on 16th October 2009. The loan is not repayable until dividends from The Lancasters Development are received.

 

(iv) An additional Director loan of £300,000 was made available by MTAF Group (Mohamed AlRafi) on 4th August 2010. A fixed premium of £50,000 was due on 3rd February 2011 as per the loan agreement. The increased loan of £350,000 is not repayable until dividends from The Lancasters Development are received.

 

(v) A loan facility of £114,000 was made available by Director Klas Nilsson in September 2009. The loan has no fixed date of repayment.

 

(vi) An additional loan of £80,000 was made available by Director Klas Nilsson in July 2010. The Group repaid £52,890 of the balance in the period September 2010 to November 2010. The loan has no fixed date of repayment.

 

(vii) A loan facility of £2,000,000 was made available by Abdulsalam AlRafi (father of Director Mohamed AlRafi) on 28th January 2011. The loan is available on a drawdown basis and as at 28th February 2011 the Group had used £800,000 of the total funds available. The loan is not repayable until dividends from The Lancasters Development are received.

 

(viii) A Director loan of £500,000 was made available by MTAF Group (Mohamed AlRafi) on 26th May 2011. The loan has no fixed date of repayment.

 

(ix) An additional loan facility of £2,000,000 was made available by Abdulsalam AlRafi (father of Director Mohamed AlRafi) on 24th June 2011. The loan is available on a drawdown basis and is not repayable until dividends from The Lancasters Development are received.

 

 

The Directors have prepared detailed cash flow projections for the period ended 31st July 2012 making reasonable assumptions about the levels and timings of income and expenditure, and in particular the timing of receipt of certain fees due from major developments. These projections show that the Group can operate within the current available facilities. On this basis the Directors consider it appropriate to prepare the financial statements on a going concern basis.

 

Significant judgements and estimates of areas of uncertainty

In preparing these financial statements the Directors are required to make judgements and best estimates of the outcome of and in particular, the timing of revenues, expenses, assets and liabilities based on assumptions. These assumptions are based on historical experience and various other factors that are considered reasonable under the various circumstances. The estimates and assumptions are reviewed on a regular basis with any revisions being applied in the relevant period. The material areas where estimates and assumptions are made are:

 

- The valuation of goodwill

- The carrying value of property, plant and equipment and depreciation

- The value of investments

- The status and progress of the developments and projects

 

Basis of Consolidation

The Group financial statements include the financial statements of the Company and its subsidiary undertakings, together with the Group's share of the results of associates. The Group's proportion of the voting rights of Lancaster Gate (Hyde Park) Limited increased from to 5% to 25.1% on 30th June 2010. Lancaster Gate (Hyde Park) Limited continues to be treated as an available for sale financial asset. The Directors do not regard Lancaster Gate (Hyde Park) Limited as an associate because the Directors consider that the Group does not exercise significant influence over its operating and financial activities, despite the fact that the Group holds in excess of 20% of the voting rights in Lancaster Gate (Hyde Park) Limited, because the control of the Board by Minerva PLC, the controlling shareholding they hold and their power to exercise, and actual exercise of, the commercial decision making for Lancaster Gate (Hyde Park) Limited preclude the Group from exercising such influence.

 

Depreciation

Depreciation on property, plant and equipment is provided at rates estimated to write off the cost or revalued amounts, less estimated residual value, of each asset over its expected useful life as follows:

 

Leasehold improvements over the period of the lease

Fittings and office equipment 25% straight line

Computer equipment 33 1/3% straight line

 

 

 

 

 

 

 

Impairment of Assets

Assets that have an indefinite useful life are not subject to amortisation but are instead tested annually for impairment and are subject to additional impairment testing if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

 

Assets that are subject to depreciation and amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Indicators of impairment are reviewed annually.

 

An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. Any impairment charge is recognised in profit or loss in the year in which it occurs. When an impairment loss, other than an impairment loss on goodwill, subsequently reverses due to a change in the original estimate, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, up to the carrying amount that would have resulted, net of depreciation, had no impairment loss been recognised for the asset in prior years.

 

Inventories

Work in progress is valued at the lower of cost and net realisable value. Cost of work in progress includes overheads appropriate to the stage of development. Net realisable value is based upon estimated selling price less further costs expected to be incurred to completion and disposal.

 

Revenue

Revenue represents amounts earned by the Group in respect of services rendered during the period net of value added tax. Shares in development profits and bonus fees are recognised when the amounts involved have been finally determined. Fees in respect of project management and interior and architectural design are recognised in accordance with the stage of completion of the contract.

 

Current Taxation

The tax expense for the year represents the total of current taxation and deferred taxation. The charge in respect of current taxation is based on the estimated taxable profit for the year. Taxable profit for the year is based on the profits as shown in profit or loss, as adjusted for items or expenditure, which are not deductible for tax purposes.

 

The current tax liability for the year is calculated using tax rates, which have either been enacted or substantially enacted at the reporting date.

 

Deferred Taxation

Deferred tax is provided in full on all temporary differences arising between the tax base of assets and liabilities and their carrying values in the financial statements. The deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of transaction affects neither accounting nor taxable profit or loss.

 

Deferred tax is determined using tax rates which have been enacted or substantially enacted at the reporting date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

 

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.

 

Leased Assets

Assets held under finance leases and hire purchase contracts are capitalised in the statement of financial position and depreciated over their expected useful lives. The interest element of the rental obligations is charged to profit or loss over the period of the lease on a straight-line basis.

 

Rentals under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 

Investments

Fixed asset investments are stated at cost less amounts written off.

 

Associates

Associates are all entities over which the Group exercise significant influence but does not exercises control. Investments in associates are accounted for using the equity method of accounting and are initially recognised at cost, which includes goodwill identified on acquisition, net of any accumulated impairment loss. The Group's share of its associate's profits or losses after acquisition of its interest is recognised in profit or loss and cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Where the Group's share of losses of an associate equals or exceeds the carrying amount of the investment, the Group only recognises further losses where it has incurred obligations or made payments on behalf of the associate.

Financial Assets

Available for sale financial assets consist of equity investments in other companies where the Group does not exercise either control or significant influence. The investments reflect loans and capital contributions made in respect of projects undertaken with other partners in which the Group will be entitled to an eventual profit share.

 

Available for sale financial assets are shown at fair value at each reporting date with changes in fair value being shown in Other Comprehensive Income, or at cost less any necessary provision for impairment where a reliable estimate of fair value is not able to be determined.

  

 

 

Pension Scheme Arrangements

The Group operates a money purchase scheme on behalf of one of its Directors (2010: two Directors). It also contributes to certain Directors' and employees' personal pension schemes. Pension costs charged represent the amounts payable to the schemes in respect of the period.

 

Foreign currency translation

Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of the transaction. Assets and liabilities are translated at the rate of exchange ruling at the reporting date. Exchange differences are taken into account in arriving at Group operating profit.

 

Financial Assets

Loans and Receivables

Trade receivable, loans and other receivables are classified as 'trade and other receivables' and are measured at cost less any provisions. Interest income is recognised by applying the appropriate interest rate of the contractual arrangement.

 

 

Financial Liabilities

Loans and Payables and Borrowings

Trade payables, other payables and borrowings are classified as 'trade and other payables' and 'borrowings'. These are measured at amortised cost and the interest expense is recognised by applying the appropriate interest rate of the contractual arrangement.

 

Borrowings

Interest-bearing borrowings are recognised initially at fair value, net of any transaction costs incurred. Borrowings are subsequently stated at amortised cost using the effective interest method with any differences between the proceeds (net of transaction costs) and the redemption value being recognised over the period of borrowings.

 

All borrowings are classified as current unless the Group has an unconditional right to defer payment of the borrowings until at least twelve months from the reporting date.

 

 

2. Capital and Financial Risk Management

 

The Group manages its capital to ensure that the Group will be able to continue as a going concern, while maximising the return to shareholders through the optimisation of its debt and equity balance.

 

The capital structure of the Group consists of debt, which includes the borrowings disclosed in notes 19 and 20, cash and cash equivalents and equity attributable to equity holders of the Parent Company, comprising issued capital, share premium account and retained earnings.

 

The Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends payable to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt or increase capital. During the current period the Group sold its interest in Vicarage Gate Holdings Limited for a consideration of £2,250,000. This allowed the Group to strengthen its working capital position.

 

The Board regularly reviews the capital structure, with an objective to reduce net debt over time whilst investing in the business.

 

The Group's activities expose it to a variety of financial risks and those activities involve the analysis, evaluation, acceptance and management of some degree of risk or combination of risks. Taking risk is core to the property business and the operational risks are an inevitable consequence of being in business. The Group's aim is to achieve an appropriate balance between risk and return and minimise potential adverse effects on the Group's performance.

 

The Group's risk management policies are designed to identify and analyse these risks, to set appropriate risk limits and controls, and to monitor the risks by means of a reliable up-to-date information system. The Group regularly reviews its risk management policies and systems to reflect changes in markets, products and emerging best practice.

 

Risk management is carried out by the Board of Directors. In addition, the internal financial control board is responsible for the identification of the major business risks faced by the Group and for determining the appropriate course of action to manage those risks. The most important types of risk are credit risk, liquidity and market risk. Market risk includes currency, interest rate and other price risks.

 

 

 

 

 

 

3.

Segmental Information

The Group's primary segments are business segments. The segmental analysis of the Group's business was derived from its principal activities and are as reported internally to management as follows:

Revenue

2011

2010 - restated

£

£

Principal activities:

Development management

969,652

780,710

Interior design

4,249,606

3,815,427

Architectural design

445,226

555,088

5,664,484

5,151,225

Loss before Taxation

2011

2010

£

£

£

Development management

(3,048,535)

(3,261,447)

Interior design

(475,875)

194,590

Architectural design

(786,652)

(881,789)

Share of (loss)/profit of associate

(8,971)

6,918

(4,320,033)

(3,941,728)

Assets

2011

2010

£

£

Development management

27,482,303

9,495,356

Interior design

2,794,332

3,645,466

Architectural design

2,207,714

2,380,975

32,484,349

15,521,797

Share of investment in associate

42,168

51,139

Total Assets

32,526,517

15,572,936

Liabilities

2011

2010

£

£

Development management

3,288,677

1,099,710

Interior design

2,272,268

2,647,525

Architectural design

2,139,915

1,585,007

Total Liabilities

7,700,860

5,332,242

A geographical analysis of the Group's revenue, assets and liabilities is given below:

Revenue

2011

2010 - restated

£

£

United Kingdom

2,595,769

2,451,379

Ireland

818,478

31,125

Russia

76,930

57,113

Saudi Arabia

1,240,672

1,453,390

United Arab Emirates

532,664

465,622

British Virgin Islands

(59,673)

641,650

Thailand

444,644

-

Hong Kong

15,000

-

Switzerland

-

50,946

5,664,484

5,151,225

Assets

2011

2010

£

£

United Kingdom

31,716,419

14,176,389

Ireland

14,065

1,864

United Arab Emirates

591,417

22,114

Saudi Arabia

83,022

1,279,151

Switzerland

83,402

13,857

Thailand

38,192

-

British Virgin Islands

-

79,561

32,526,517

15,572,936

 

 

 

 

Liabilities

2011

2010

£

£

United Kingdom

6,141,113

5,029,197

United Arab Emirates

1,517,849

300,000

Hong Kong

2,365

2,365

USA

19,505

-

Thailand

20,028

-

Canada

-

680

7,700,860

5,332,242

 

 

4.

Other Operating Income

2011

2010

£

£

Rental income

-

2,467

Other income

-

650

-

3,117

 

 

5.

Investment Revenue

2011

2010

£

£

Interest received

13,692

21,386

Dividends received

52,500

30,000

Provision against interest receivable from Empress Partnership LLP

-

(77,903)

66,192

(26,517)

 

 

6.

Other Losses

2011

2010

£

£

Net loss from disposal of interest in Vicarage Gate Holdings Limited

105,248

-

Net surplus from disposal of interest in The Abingdons Partnership

-

(526,740)

Provision for diminuition in value of investment

-

587,500

Provision for acquisition of Templeco 643 Limited in lieu of settlement

-

1,250,000

Provision for Northacre PLC Directors Retirement and Death Benefit Scheme profit share

1,250,000

-

1,355,248

1,310,760

 

 

7.

Finance Costs

2011

2010

£

£

Interest on:

Bank loans and overdrafts

8,643

11,526

Overdue tax

1,474

546

Other loans

207,878

108,808

217,995

120,880

 

 

8.

Loss Before Taxation

2011

2010

£

£

Loss on ordinary activities before taxation is stated after charging/(crediting):

Depreciation and amounts written off property, plant and equipment:

Owned assets

102,382

111,836

Operating lease rentals:

Land and buildings

331,462

135,410

Auditors' remuneration

120,761

88,803

Auditors' remuneration in non-audit capacity:

Other services relating to taxation

18,675

9,226

All other services

4,871

17,125

Foreign exchange loss

4,037

4,304

 

 

 

 

 

 

 

 

 

9.

Employees

2011

2010

Number

Number

The average weekly number of employees (including Directors) during the year was:

Office and management

15

16

Design and management

29

32

44

48

2011

2010

Staff costs for the above employees:

£

£

Wages and salaries

2,797,222

2,808,630

Social security costs

336,591

353,832

Other pension costs - money purchase schemes

69,850

114,439

3,203,663

3,276,901

Remuneration in respect of Directors was as follows:

2011

2010

£

£

Aggregate emoluments (including benefits in kind)

496,731

542,869

Fees

55,833

40,000

552,564

582,869

Company contribution to money purchase pension schemes

51,300

69,874

Remuneration for each Director (including benefits in kind)

2011

2010

£

£

K.B. Nilsson

255,265

203,421

J.R.G. Hunter

-

201,940

M.K. Santilale

211,466

122,508

M.A. AlRafi

30,000

15,000

M.F. Williams

28,333

20,000

E.B. Harris

27,500

20,000

552,564

582,869

The amounts above include remuneration in respect of the highest paid Director as follows:

2011

2010

£

£

Aggregate emoluments (including benefits in kind)

255,265

203,421

Company contribution to money purchase pension scheme

40,860

33,905

296,125

237,326

 

 

 

 

10.

Taxation

2011

2010

£

£

(a) Analysis of charge in year

Current tax:

Corporation tax at the rate of 28% (2010 - 28%)

-

-

Overprovision in prior year

-

(7,120)

Total current tax

-

(7,120)

(b) Factors affecting the tax charge for the year

The tax assessed for the year is lower than the standard rate of corporation tax in the UK of 28%. The differences

are explained below:

2011

2010

£

£

Loss on ordinary activities before tax

(4,320,033)

(3,941,728)

Loss on ordinary activities multiplied by the standard rate of

corporation tax of 28% (2010: 28%)

(1,209,609)

(1,103,684)

Effects of:

Expenses not deductible for tax purposes

49,587

182,022

Depreciation for the period in excess of capital allowances

(17,004)

115

Dividends and distributions received

(14,700)

(8,400)

Utilisation of tax losses

-

215,261

Share of loss/(profit) of associates

 2,512

 (1,937)

Loss carried forward

1,189,214

716,623

Current tax charge for the year

-

-

(c) Factors that may affect future tax charges

No deferred tax asset has been recognised on losses carried forward nor on the origination and reversal of timing differences due to the uncertainty of the timing of taxable profits. The total amount of the unprovided asset is £2,251,143 (2010 - £1,114,364). At the reporting date there are unrelieved capital losses of £nil (2010 - £nil).

The standard rate of corporation tax in the UK changed to 26% from 1st April 2011.

 

 

11. Profit of the Parent Company

As permitted by section 408 of the Companies Act 2006, the profit or loss element of the Parent Company Statement of Comprehensive Income is not presented as part of these financial statements. The Group loss for the financial year of £4,320,033 (2010: £3,934,608) includes a loss of £2,341,603 (2010: £1,396,556), which was dealt with in the financial statements of the Company.

 

 

 

12.

Goodwill

2011

2010

£

£

Cost

14,940,474

14,940,474

Amortisation

At the beginning of the year

6,112,014

6,112,014

Charge for the year

-

-

At the end of the year

6,112,014

6,112,014

Net carrying amount

8,828,460

8,828,460

In accordance with IAS 36 'Impairment of assets' the Directors have assessed the carrying value of goodwill at the reporting date, and having assessed the fair value less costs to sell of the relevant cash-generating units that carry out the Group's on-going projects, are of the opinion that this is in excess of their carrying value in the financial statements, and that the value in use of the cash-generating units does not materially exceed this amount.

Accordingly, the Directors have used fair value less costs to sell as the recoverable amount in their assessment of potential impairment and as at the reporting date are of the opinion that there has been no impairment to the carrying value of goodwill.

 

 

 

 

13.

Property, plant and equipment

Fittings

Group

Leasehold

and Office

Computer

Improvements

Equipment

Equipment

Total

Cost

£

£

£

£

At 1st March 2009

-

267,889

300,951

568,840

Additions

-

135,251

192,471

327,722

Disposals

-

(41,166)

(28,390)

(69,556)

At 28th February 2010

-

361,974

465,032

827,006

Additions

984,217

22,105

24,849

1,031,171

Transfers

131,217

(131,217)

-

-

At 28th February 2011

1,115,434

252,862

489,881

1,858,177

Depreciation

At 1st March 2009

-

233,658

228,909

462,567

Charge for the year

-

9,788

102,048

111,836

Released on disposal

-

(41,166)

(28,390)

(69,556)

At 28th February 2010

-

202,280

302,567

504,847

Charge for the year

-

10,105

92,277

102,382

At 28th February 2011

-

212,385

394,844

607,229

Net Book Value

At 28th February 2011

1,115,434

40,477

95,037

1,250,948

At 28th February 2010

-

159,694

162,465

322,159

At 28th February 2009

-

34,231

72,042

106,273

 

Fittings

Company

Leasehold

and Office

Computer

Improvements

Equipment

Equipment

Total

Cost

£

£

£

£

At 1st March 2009

-

-

-

-

Additions

-

131,217

180,000

311,217

At 28th February 2010

-

131,217

180,000

311,217

Additions

1,042,697

-

-

1,042,697

Transfers

131,217

(131,217)

-

-

At 28th February 2011

1,173,914

-

180,000

1,353,914

Depreciation

At 1st March 2009

-

-

-

-

Charge for the year

-

-

55,000

55,000

At 28th February 2010

-

-

55,000

55,000

Charge for the year

-

-

60,000

60,000

At 28th February 2011

-

-

115,000

115,000

Net Book Value

At 28th February 2011

1,173,914

-

65,000

1,238,914

At 28th February 2010

-

131,217

125,000

256,217

At 28th February 2009

-

-

-

-

 

 

14.

Investments

2011

Interest in

Group

Associated

Undertaking

(a)

Interest in Associated Undertaking

£

£

Cost

At 1st  March 2010 and at 28th February 2011

300

Group's Share of Undistributed Post Acquisition

Results of Associated Undertaking

At 1st March 2010

50,839

Share of undistributed profit

2,482

Taxation

(11,453)

(8,971)

At 28th February 2011

41,868

Net Book Value

At 28th February 2011

42,168

At 28th February 2010

51,139

Revenue of Associated Undertaking for the year to 31st December 2010

743,298

Net Profit of Associated Undertaking for the year to 31st December 2010

219,931

Net Assets of Associated Undertaking as at 31st December 2010

73,264

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2010

Interest in

Associated

Undertaking

£

£

Cost

At 1st March 2009 and at 28th February 2010

300

Group's Share of Undistributed Post Acquisition

Results of Associated Undertaking

At 1st March 2009

43,921

Share of undistributed profit

17,773

Taxation

(10,855)

6,918

At 28th February 2010

50,839

Net Book Value

At 28th February 2010

51,139

At 28th February 2009

44,221

Revenue of Associated Undertaking for the year to 31st December 2009

704,499

Net Profit of Associated Undertaking for the year to 31st December 2009

150,964

Net Assets of Associated Undertaking as at 31st December 2009

63,333

 

(b)

Available for Sale Financial Assets

Group

2011

2010

£

£

At 1st March 2010

3,456,473

2,472,538

Additions

-

11,100

Disposals

(1,156,125)

(739,104)

Provision for diminution in value

-

(587,500)

Increase in fair value transferred to equity

18,904,996

2,299,439

At 28th February 2011

21,205,344

3,456,473

Group's Share of Results

Group's share of loss for the year

-

-

Net Book Value

At 28th February 2011

21,205,344

3,456,473

The disposal relates to the sale of our interest in Vicarage Gate Holdings Limited to Kokomo Beach Pte Ltd.

 

A fair valuation exercise has been undertaken based predominantly on the Group's expected profit from secured sales on The Lancasters Development as at 28th February 2011.

 

 

 

 

 

 (c)

Other Investments

Subsidiary

Associated

Total

Company

Undertakings

Undertaking

Investments

£

£

£

Cost

At 1st March 2010

14,492,583

300

14,492,883

Additions

98

-

98

As at 28th February 2011

14,492,681

300

14,492,981

Impairment

At 1st March 2010

4,402,902

-

4,402,902

Impairment in the year

-

-

-

As at 28th February 2011

4,402,902

-

4,402,902

Net book value as at 28th February 2011

10,089,779

300

10,090,079

Net book value as at 28th February 2010

10,089,681

300

10,089,981

 

 

 

 

Company

Subsidiary

Associated

Total

Undertakings

Undertaking

Investments

£

£

£

Cost

At 1st March 2009

14,492,583

300

14,492,883

Additions

-

-

-

As at 28th February 2010

14,492,583

300

14,492,883

Impairment

At 1st March 2009

4,402,902

-

4,402,902

Impairment in the year

-

-

-

As at 28th February 2010

4,402,902

-

4,402,902

Net book value as at 28th February 2010

10,089,681

300

10,089,981

Net book value as at 28th February 2009

10,089,681

300

10,089,981

 

 

 

 

 

 

 

 

 

(d)

Group Shareholdings

The Group has shareholdings in the following companies, all incorporated in England and Wales:

Proportion

Subsidiary undertakings

Holding

held

 Nature of Business

Waterloo Investments Limited

Ordinary shares

100%

Development management

services

Intarya Limited

Ordinary shares

100%

Interior design

Northacre Development Management

Ordinary shares

100%

Development management

Services Limited

services

Nilsson Architects Limited

Ordinary shares

100%

Design architects

Northacre Capital (1) Limited

Ordinary shares

100%

Property development

Northacre Capital (2) Limited

Ordinary shares

100%

Property development

Northacre Capital (3) Limited

Ordinary shares

100%

Property development

Northacre Capital (5) Limited

Ordinary shares

100%

Property development

Northacre Capital (6) Limited

Ordinary shares

100%

Property development

Northacre Capital (7) Limited

Ordinary shares

100%

Property development

Northacre Residential Limited

Ordinary shares

100%

Dormant

Nilsson Design Limited

Ordinary shares

100%

Dormant

Northacre Land Limited

Ordinary shares

100%

Dormant

Northacre Holdings Limited

Ordinary shares

100%

Dormant

Northacre Design Limited

Ordinary shares

100%

Dormant

Northacre Capital Limited

Ordinary shares

100%

Dormant

Northcare Management Limited

Ordinary shares

100%

Dormant

Northcare Management Services Limited

Ordinary shares

100%

Dormant

Lifestyle (Interiors) Limited

Ordinary shares

100%

Dormant

Associated undertaking

Campden Estates Limited

Ordinary shares

25%

Residential property

(year ended 31st December)

lettings and management

Available for sale financial assets

44-46 Park Street Limited

Ordinary shares

45%

Property development

Lancaster Gate (Hyde Park) Limited

Ordinary shares

25.1%

Property development

The Empress Partnership LLP

Limited Liability Partnership

5%

Property development

 

 

 

15.

Inventories

Group

2011

2010

£

£

Stock

11,845

7,919

Work in progress

324,163

40,709

336,008

48,628

 

 

16.

Trade and other receivables

Group

Company

2011

2010

2011

2010

£

£

£

£

Trade receivables

374,511

1,014,064

-

-

Amounts owed by group undertakings

-

-

6,146,872

6,986,808

Other receivables

168,339

185,961

185,659

160,652

Prepayments and accrued income

320,739

1,397,645

8,705,459

7,928,859

863,589

2,597,670

15,037,990

15,076,319

At the year end there was a provision for doubtful debts of £216,956 (2010: £nil).

 

 

17.

Trade and other payables

Group

Company

2011

2010

2011

2010

£

£

£

£

Trade payables

819,788

133,251

375,279

152,645

Amounts owed to group undertakings

-

-

12,334,914

11,858,537

Social security and other taxes

530,434

311,272

42,199

78,193

Other payables

228,150

323,831

169,924

227,874

Accruals and deferred income

1,104,682

1,799,052

796,497

492,122

2,683,054

2,567,406

13,718,813

12,809,371

Included in other payables is a loan due to a Director Klas Nilsson. The loan does not have a fixed date of repayment.

Interest is charged at 10% per annum. The total amount outstanding at the year end was £159,314 (2010: £117,730) including interest.

 

 

18.

Corporation Tax

Group

Company

2011

2010

2011

2010

£

£

£

£

Corporation Tax

-

-

-

-

-

-

-

-

 

 

19.

Borrowings, including lease finance

Group

Company

 

Current Liabilities

2011

2010

2011

2010

 

£

£

£

£

 

Loan from pension scheme

-

275,000

-

275,000

 

Finance leases

158,566

158,567

130,828

130,828

 

Bank overdraft

218,685

-

220,931

-

 

377,251

433,567

351,759

405,828

 

 

Finance leases are secured on the related assets.

The bank overdraft facility of £500,000 incurs interests at 3.75% per annum over the base rate. The facility is secured by a personal guarantee as detailed in note 27.

 

 

 

 

 

 

 

 

 

20.

Borrowings, including lease finance

Group

Company

 

Non-Current Liabilities

2011

2010

2011

2010

 

£

£

£

£

 

Loan from pension scheme

750,000

750,000

750,000

750,000

 

Director loans

693,052

300,000

693,052

300,000

 

Other loans

824,797

-

824,797

-

 

Finance leases

22,706

181,269

15,771

146,596

 

 

2,290,555

1,231,269

2,283,620

1,196,596

 

The loan from the pension scheme of £750,000 is in respect of the Northacre PLC Directors Retirement and Death Benefit Scheme. The loan is due to be repaid on 31st July 2013 with interest charged at 4% above the Clearing Bank's base rate.

A Director loan was provided by MTAF Group (Mohamed AlRafi) in two instalments, £100,000 on 22nd October 2009 and £200,000 on 28th October 2009. Interest is charged at 10% per annum and the lender is entitled to 1.125% of Northacre's dividends from The Lancasters Development. The loan is not repayable until dividends from The Lancasters Development are received.

 

An additional Director loan of £300,000 was provided by MTAF Group (Mohamed AlRafi) on 3rd August 2010. No interest was charged for the first 6 months with a fixed premium of £50,000 due after the initial 6 month period. From 3rd February 2011 interest is charged at 10% per annum and the lender is entitled to 0.75% of Northacre's dividends from The Lancasters project. The loan is not repayable until dividends from The Lancasters Development are received.

 

A loan facility of £2,000,000 was made available by Abdulsalam AlRafi (father of Director Mohamed AlRafi) on 28th January 2011. The loan is available on a drawdown basis and as at 28th February 2011 the Group used £800,000 of the available funds. Interest is charged at 3% per month. The loan is not repayable until dividends from The Lancasters Development are received.

 

As at 28th February 2011 the Group and Parent Company had obligations under finance leases that are secured on related assets as set out below:

Group

Company

2011

2010

2011

2010

Gross amounts payable:

£

£

£

£

Within one year

158,566

158,567

130,828

130,828

In two to five years

22,706

181,269

15,771

146,596

In over five years

-

-

-

-

181,272

339,836

146,599

277,424

Less: finance charges allocated to future periods

(44,751)

(83,210)

(29,324)

(55,442)

136,521

256,626

117,275

221,982

 

21.

Provisions for other liabilities

Group

Company

 

2011

2010

2011

2010

 

£

£

£

£

 

Loan settlement costs and profit share payable

2,350,000

1,100,000

2,020,000

770,000

 

 

On 22nd June 2010, the Company entered into an agreement to acquire the entire issued share capital of Templeco 643 Limited for a consideration of £1,250,000. The Company acquired Templeco 643 Limited as settlement in lieu of the loan arrangement agreement to share in the profits of The Abingdons Partnership therefore the total consideration of £1,250,000 was reported within other losses in the year to 28th February 2010 (see note 6). Of the consideration, £75,000 was paid on 22nd June 2010 with a further £75,000 paid on 16th August 2010. The balance of £1,100,000 is due from the proceeds of the dividends from The Lancasters Development.

An additional provision of £1,250,000 represents the profit share payable to the Northacre PLC Directors Retirement and Death Benefit Scheme in relation to sale of Group's interest in The Abingdons Partnership. The amount will be paid from dividends received from The Lancasters Development.

 

 

22.

Future financial commitments

 

Operating Leases

Group

Company

 

2011

2010

2011

2010

 

£

£

£

£

 

Land & Buildings

Land & Buildings

Land & Buildings

Land & Buildings

 

Net amount payable on operating leases which expire:

 

Within one year

103,956

91,363

103,956

91,363

 

In two to five years

584,702

494,157

584,702

494,157

 

In over five years

774,740

857,241

774,740

857,241

 

 

1,463,398

1,442,761

1,463,398

1,442,761

 

 

 

 

 

Group

Company

2011

2010

2011

2010

£

£

£

£

Other

Other

Other

Other

Net amount payable on operating leases which expire:

Within one year

46,467

21,134

16,320

9,705

In two to five years

144,978

37,875

65,280

23,478

In over five years

8,160

-

8,160

-

199,605

59,009

89,760

33,183

 

 

23.

Capital Commitments

 

 

At the reporting date there were no outstanding commitments for capital expenditure.

 

 

24.

Earnings per Share

Loss per share of 16.17p (2010: 14.72p) is calculated on the loss attributable to ordinary shares of £4,320,033 (2010: £3,934,608) divided by the weighted number of ordinary shares in issue during the period.

Computation of basic earnings per share:

2011

2010

Net loss

(£4,320,033)

(£3,934,608)

Weighted average number of shares outstanding

26,723,643

26,723,643

Basic loss per share

(16.17)p

(14.72)p

Diluted loss per share

(16.17)p

(14.72)p

There were no potentially dilutive instruments in issue during the current or preceding year. All amounts shown relate to continuing and total operations.

There was no impact on loss per share arising from the prior period restatement (see note 29).

 

 

25.

Share Capital

2011

2010

£

£

Called up, allotted and fully paid:

26,723,643 Ordinary shares of 2.5p each

668,091

668,091

Nil 'A' shares of 2.5p each

-

-

668,091

668,091

 

 

26. Contingent Liabilities

 

A third party has brought a claim against a subsidiary Company, Waterloo Investments Limited, regarding payment of a profit share of a completed development. Legal proceedings were commenced by the third party in 2001. The amount claimed is £744,008. Waterloo Investments Limited has counterclaimed against the third party for £333,708 plus interest and costs. No provision has been made in these financial statements for this liability as the Board is of the opinion that there is no prospect that the claim against Waterloo Investments Limited will be successful.

 

A former Director has made a claim against the Company for wrongful and unfair dismissal. The dispute with the former Director remains unresolved as at the date of approval of these financial statements. Substantial claims are asserted including an unfair dismissal claim but the Board remains of the view that the claims are unlikely to succeed. Nonetheless, as is usual in any litigation, without prejudice commercial settlement terms will be further considered as may be appropriate. At present the Board are of the opinion that the claims are unlikely to succeed and no provision has therefore been made in the financial statements.

 

The Company and Group trading subsidiaries have given an unlimited guarantee and debenture secured on the assets of the Group to its bankers in respect of a facility arrangement. At the reporting date the net amount owed to the bank was £218,685 (2010: £nil).

 

27.

Related Party Transactions

Group

The Group's related parties as defined by International Accounting Standard 24, the nature of the relationship and the

amount of transactions with them during the period were as follows:

Nature of

2011

2010

Related Party

Relationship

£

£

£

£

Nature of Transactions

Total transactions in the year

Balance at the year end

Total transactions in the year

Balance at the year end

J.R.G. Hunter

1

1,428

34,360

(28,296)

32,932

Amount owed by J.R.G. Hunter

to Northacre PLC at 28th February

2011. The highest amount owed

by J.R.G Hunter in the year was £34,360 (2010: £86,574)

J.R.G. Hunter

1

10,187

193,623

43,915

183,436

Amount included in accrued income

in respect of services provided at arm's length to J.R.G Hunter

J.R.G. Hunter

1

(193,623)

(193,623)

-

-

Provision against accrued income

in respect of services provided at arm's length to J.R.G Hunter

Campden Estates

2

-

-

3,117

-

Rent and services payable

Limited

by Campden Estates Limited

for use of office space

Campden Estates

2

-

-

(3,584)

-

Amount owed by Campden Estates

Limited

Limited to Northacre PLC

at 28th February 2011

Northacre PLC

3

-

(3,000)

-

(3,000)

Management fee receivable

Directors Retirement and

from the Scheme

Death Benefit Scheme

Northacre PLC

3

-

(750,000)

-

(750,000)

Loan repayable to the Scheme

Directors Retirement and

by Northacre PLC

Death Benefit Scheme

Northacre PLC

3

275,000

-

-

(275,000)

Loan repayable to the Scheme by

Directors Retirement and

Northacre PLC. The loan was repaid

Death Benefit Scheme

on 26th June 2010

Northacre PLC

3

(19,517)

(98,883)

(11,372)

(79,366)

Interest payable to the Scheme on

Directors Retirement and

the loans to Northacre PLC

Death Benefit Scheme

Northacre PLC

3

18,680

108,465

51,680

89,785

Disbursements paid by Northacre

Directors Retirement and

PLC on behalf of the Scheme

Death Benefit Scheme

Northacre PLC

3

(1,250,000)

(1,250,000)

-

-

Provision in respect of profit share

Directors Retirement and

to the Scheme in relation to the sale

Death Benefit Scheme

of Group's interests in The

Abingdons Partnership

K.B. Nilsson

4

(27,110)

(140,617)

(106,748)

(113,507)

Amount owed to K.B. Nilsson from

Northacre PLC at 28th February 2011. The highest amount owed

to K.B. Nilsson in the year was £(193,507) (2010:£(106,748))

K.B. Nilsson

4

(14,474)

(18,697)

(4,223)

(4,223)

Interest payable to K.B Nilsson

on the loan to Northacre PLC

 

 

Nature of

2011

2010

Related Party

Relationship

£

£

£

£

Nature of Transactions

Total transactions in the year

Balance at the year end

Total transactions in the year

Balance at the year end

K.B. Nilsson

4

-

-

-

-

K.B. Nilsson has provided

 a personal guarantee for £570,000 to the Group's bankers as security in respect of all liabilities of the Group to the bank

E.B. Harris

5

(30,000)

(50,000)

(20,000)

(20,000)

Non-executive Directors fees for

March 2009 - February 2011 invoiced from E.C. Harris LLP

M. Williams

6

(28,333)

-

(20,000)

-

Non-executive Directors fees for

March 2010 - February 2011

M.A. AlRafi

7

-

(300,000)

(300,000)

(300,000)

Loan repayable to MTAF Group

(M.A. AlRafi) by Northacre PLC

M.A. AlRafi

7

(30,230)

(40,559)

(10,329)

(10,329)

Interest payable to MTAF Group

(M.A. AlRafi)on the £300,000 loan

To Northacre PLC

M.A. AlRafi

7

1,350

(13,650)

(15,000)

(15,000)

Executive Directors fees for

March 2010 - February 2011

M.A. AlRafi

7

(350,000)

(350,000)

-

-

Loan repayable to MTAF (M.A.

AlRafi) by Northacre PLC including

a £50,000 fixed premium

M.A. AlRafi

7

(2,493)

(2,493)

-

-

Interest payable to MTAF Group

(M.A. AlRafi) on the £300,000 loan

to Northacre PLC

M.A. AlRafi

7

(1,973)

-

-

-

Loan repayable to MTAF Group

(M.A. AlRafi) by Northacre PLC. Amount received in the year was £200,000 and amount repaid £201,973 including interest £1,973

A. AlRafi

8

(800,000)

(800,000)

-

-

Loan repayable to A. AlRafi

by Northacre PLC

A. AlRafi

8

(24,797)

(24,797)

-

-

Interest payable to A. AlRafi on the

£800,000 loan to Northacre PLC

A. AlRafi

8

(100,000)

-

-

-

Loan arrangement fee paid to

A. AlRafi for £2m loan facility

 

Nature of Relationships

1

J.R.G. Hunter was a Director until 11th February 2010.

2

Campden Estates Limited is an associated undertaking of Northacre PLC.

3

J.R.G. Hunter and K.B. Nilsson are trustees and potential beneficiaries of the Northacre PLC Directors Retirement and Death Benefit Scheme.

4

K.B. Nilsson is a Director of the Company.

5

E.B. Harris is a Director of the Company, and a member of E.C. Harris LLP.

6

M. Williams is a Director of the Company.

7

M.A. AlRafi is a Director of the Company.

8

A. AlRafi is the father of M.A. AlRafi.

 

 

 

 

 

Company

The Directors', associated company and pension fund transactions in the Company are included in the Group disclosure above. In addition to these, the Company has the following related party transactions as defined by International Accounting Standard 24.

Nature of

2011

2010

Related Party

Relationship

£

£

£

£

Nature of Transactions

Total transactions in the year

Balance at the year end

Total transactions in the year

Balance at the year end

Group entities

1

791,061

-

885,281

-

Management Fees receivable

in year from Group

subsidiaries provided at arm's length

Group entities

1

(69,998)

-

(67,498)

-

Management Fees payable in

year to Group subsidiaries

provided at arm's length

Nature of Relationships

1

The Group entities are wholly owned subsidiaries of the Company.

The balances at the reporting date are shown under notes 16 and 17 of the financial statements.

 

 

28. Events after the Reporting Date

 

On 24th June 2011 the Company secured an additional loan facility of £2,000,000 that was made available by Abdulsalam AlRafi (father of Director and shareholder Mohamed AlRafi). The loan is available on a drawdown basis and as at 21st July 2011 the Group had used £1,100,000 of the funds available. Interest is charged at 3% per month. The loan is due to be repaid within 18 months of the date of the first drawdown.

 

An additional loan of £500,000 was provided by Director Mohamed AlRafi. The loan was provided in four instalments: £100,000 on 26th May 2011, £130,000 on 9th June 2011, £150,000 on 13th June 2011 and £120,000 on 20th June 2011. Interest is charged at 3% per month. The loan does not have a fixed date of repayment but it is the Directors' intention to repay the loan as soon as additional funding is secured.

 

Since the end of the year there were changes to the Board of Directors. Jayne McGivern was appointed as Chief Executive Officer of the Group on 11th March 2011 and resigned from the position on 17th May 2011. Klas Nilsson has taken on the role of Interim Chief Executive Officer. On 24th June 2011 Manish Santilale resigned as Finance Director. His resignation was followed by the appointment of Ken MacRae as Finance Director.

 

 

29. Prior year restatement

 

Group revenue and administrative expenses for the year ended 28th February 2010 have been restated to remove management fees receivable and payable of £991,057. There is no impact on the total comprehensive loss for the period or net assets at 28th February 2010.

 

 

 

 

 

 

 

 

 

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FR BSGDRGXDBGBI
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