TIDMNTA
RNS Number : 8635W
Northacre PLC
29 April 2016
NORTHACRE PLC
(the "Company" or "Group")
Results for the period ended 31st December 2015
Northacre PLC is pleased to announce its financial results for
the period ended 31st December 2015. The Annual Report and Accounts
and Notice of the Company's Annual General Meeting, to be held at
the Company's registered office at 10.00 am on 9 June 2016, will be
available shortly on the Company's website www.northacre.com and
are being posted to those shareholders who have elected to receive
hard copies.
Extracts from the Company's Annual Report and Accounts are shown
below.
Enquiries:
Northacre PLC
Niccolò Barattieri di San Pietro (Chief Executive Officer)
020 7349 8000
finnCap Ltd (Nominated Adviser and Broker)
Stuart Andrews
020 7220 0500
Chairman's Statement
There is a growing concern amongst developers and investors in
the London prime residential sector over increasing costs and a
reduction in the volume of transactions. There are a number of
factors contributing to these issues, the prime factor being the
chancellor's increase in the stamp duty tax which has had an
adverse effect on luxury properties.
The uncertainty surrounding a possible Brexit has further
undermined the market. The other main area of concern is the rise
in construction costs where, in some instances, costs have doubled
over a period of 12 months.
Despite an abundance of job opportunities, (in excess of 12,000
job vacancies currently available in the UK construction industry),
there has been a failure to attract new recruits resulting in a
shortage of skilled labourers.
Over the next decade an estimated 400,000 skilled workers will
retire so the sector needs to recruit a further 200,000 workers
over the next 5 years in order to deliver the pipeline of new
projects.
Another area to consider is the potential effect a Brexit would
have on the many skilled EU Nationals currently employed in the UK
without whom the industry would suffer. As a consequence, several
contractors have diverted away from the London Residential market
to seek work in others sectors.
Northacre has been at the forefront of the Prime Residential
Sector for over 25 years. Despite these challenges we will continue
to take the lead in design, procurement and marketing which we are
sure will enable us to continue to be the leading high-end
residential developer in prime central London.
Klas Nilsson
Non-Executive Chairman
Date: 29(th) April 2016
Chief Executive's Statement
The last twelve months have seen Northacre PLC progressing on
all fronts. Early in the year we were appointed as Development
Managers for The Broadway (formally the New Scotland Yard site) in
Westminster, one of the largest redevelopment sites in Prime
Central London. In a twelve-month period we have been able to
achieve full planning consent for a one million square foot,
residentially-led, mixed use scheme. This is a testament to our
current capabilities and thorough understanding of the planning
process.
Current developments
The Broadway (Formally known as New Scotland Yard site)
As mentioned above, in the space of twelve months we have
managed to achieve a very ambitious planning consent for a very
contentious site. We are now swiftly moving forward, and in May
2016 will start tendering the demolition contract with a view to
commencing onsite once we get vacant possession in November. In
parallel we are currently working on the branding and sales
collateral.
1 Palace Street
The Demolition phase has been completed as per our programme and
we have now tendered the larger subcontractor packages. We are
aiming to sign up the general contractor in late April having 80%
cost certainty. It should be noted that we are finding the
construction market very challenging as contractors are not willing
to take risk which is reflected in their pricing. On the sales
front we have exchanged on twenty-eight units (as of December
31(st) ) out of the seventy-two. This is a very good result as we
have only been marketing since April 22(nd) (less than eight
months).
Vicarage Gate House
The development reached Practical Completion on April 20(th)
2016. The issues we encountered at the sub-contractor level
significantly impacted on the programme causing a one-year delay.
On the other hand, we are delivering a beautiful building coupled
with finishes of outstanding quality. Sales will resume in early
May.
13&14 Vicarage Gate
Progress on site has been slower than expected however, we
reached Practical Completion in March 2016 for the lateral units
and the rest are expected to follow in May. On the positive side,
costs have been broadly in line with budget and the quality of the
finishes is proving to be very good.
Chester Square
The basement works have been completed and the contractor for
the second phase works, to the listed building, has been selected
and began on site this April. The basement works came under budget
and the second phase contract has come in broadly in line with our
forecasts.
22 Prince Edward Mansions
In early December 2015 we achieved Practical Completion and we
have recently put the property on the market. The development was
completed slightly under budget and the finishes are of a very high
quality. We have had a very positive response from the agents and
the property will be featured in several publications.
Outlook
The high-end residential market in Prime Central London has
shown signs of price consolidation which is natural after a
twenty-year bull run. During this prolonged period the market had
experienced only one negative quarter. Looking more closely at
market dynamics, it is clear that there has been a flight to
quality where only the best properties are selling. I will go a
step further and say that we have entered a binary market where
challenged properties are not on the radar screen of buyers.
On a separate note, it is worth noting that construction
inflation has reached unsustainable levels and this will prevent
many developments from being delivered on time. In turn, this will
constrain supply which will benefit the pricing on the developments
which are being delivered. We strongly believe that Northacre's
superior product will benefit from these constraints and that the
business is well placed to enjoy significant and healthy demand
going forward.
Niccolò Barattieri di San Pietro
Chief Executive Officer
Date: 29th April 2016
Financial Review
The past year has seen the Group continue to strive in pursuit
of key objectives. On the 19(th) June 2015, Northacre was delighted
to be officially appointed as Development Managers at The Broadway,
popularly known as the former home of the Metropolitan Police, New
Scotland Yard. The landmark development, alongside our continued
work at our other prominent site 1 Palace Street, highlights the
Group's sustained ambition to identify and acquire key London sites
and will provide the Group with long-term stability for future
growth.
During the year the Group continued work on the Chester Square,
Vicarage Gate House, 13 & 14 Vicarage Gate, and 22 Prince
Edward Mansions developments; the latter of which completed in
December 2015. However deferred completion dates due to various
events have had a disappointing impact on the Group's financial
results compared to forecasts.
Consolidated Income Statement
Group revenue for the year increased to GBP4.2m (2014: GBP3.9m),
this is notwithstanding the recognition of the development
management fee and performance fee in respect of the property at 33
Thurloe Square in the previous period. Development management fee
income decreased to GBP3.4m (2014: GBP3.6m) while N Studio's
revenue increased to GBP0.5m (2014: GBP0.2m), which highlights the
contribution of the interior design business to Northacre's
developments, following rebranding in February 2015. This year also
saw fees receivable where the Group acted as sales agents on 1
Palace Street. Commission received of GBP0.25m (2014: GBPnil)
represents 50% of the total fee with a further 50% due on
completion.
Although administrative expenses increased to GBP4.7m (2014:
GBP4.4m) this does indicate a 12% efficiency saving on the previous
10 month period.
The Group reported a loss before tax of GBP1.2m (2014:
GBP1,858).
Consolidated Statement of Financial Position
As at 31(st) December 2015 the Group had cash and cash
equivalents of GBP1.2m (2014: GBP2.5m). The cash balance fell due
to the need to fund operating activities and the delayed receipt of
the development management fee for The Broadway, which is to be
released at Vacant Possession.
The Group anticipates that next year's operating activities will
be funded from current reserves and the proceeds of the sale of 22
Prince Edward Mansions. No requirement for further financing is
expected.
Financing
In the prior period, the Group secured a loan facility with
Royal Bank of Scotland to finance 22 Prince Edward Mansions. As at
31(st) December 2015 GBP2.4m had been drawn (2014: GBP1.0m), with
no further drawdowns to take place following the year end. The loan
incurs interest at 3.25% above LIBOR and is expected to be repaid
in full prior to the end of the next financial year, either on
completion of sale or 18 months following the initial drawdown.
The outlook for the next financial year is positive, with the
expected completion of several developments and sale of 22 Prince
Edward Mansions. The expected returns and release of capital from
these developments will be utilised by the Group to stimulate
further growth and to take advantage of investment
opportunities.
Matthew Mowlam
Group Financial Controller
Consolidated Income Statement
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For the year ended 31(st) December 2015
Note 10 months
Year ended
ended 31(st)
31(st) Dec
Dec 2014
2015
GBP GBP
Group
Group revenue 3 4,170,897 3,856,841
Cost of sales (632,091) 25,092
------------ ------------
Gross profit 3,538,806 3,881,933
Administrative expenses (4,696,995) (4,377,515)
Group loss from operations (1,158,189) (495,582)
Investment revenue 4 1,847 493,727
Finance costs 5 - (3)
Loss for the year before
taxation 6 (1,156,342) (1,858)
Taxation 8 (9,210) 266,095
------------ ------------
(Loss)/Profit for the year
attributable to equity
holders of the Company (1,165,552) 264,237
============ ============
(Loss)/Profit per Ordinary
share
Basic - Continuing and
total operations 20 (2.75)p 0.62p
Diluted - Continuing and
total operations 20 (2.75)p 0.62p
Company
(Loss)/Profit for the year attributable
to equity holders of the Company (3,349,908) 5,402,344
============ ==========
Consolidated Statement of Comprehensive Income
For the year ended 31(st) December 2015
Note Year 10 months
ended ended
31(st) 31(st)
Dec Dec
2015 2014
GBP GBP
Group
(Loss)/Profit for the period
attributable to equity
holders of the Company (1,165,552) 264,237
------------ ----------
Other comprehensive income: - -
------------ ----------
Total comprehensive (loss)/profit
for the period (1,165,552) 264,237
============ ==========
Company
(Loss)/Profit for the year attributable
to equity holders of the Company (3,349,908) 5,402,344
------------ ----------
Other comprehensive income - -
------------ ----------
Total comprehensive (loss)/profit
for the period 9 (3,349,908) 5,402,344
============ ==========
Consolidated Statement of Financial Position
As at 31(st) December 2015
31(st) 31(st)
Dec Dec
Note 2015 2014
GBP GBP
Non-current assets
Goodwill 10 8,007,417 8,007,417
Property, plant
and equipment 11 595,525 721,525
Available for sale
financial assets 12(a) 10,000,019 10,000,019
----------- -----------
18,602,961 18,728,961
----------- -----------
Current assets
Inventories 13 5,242,259 4,192,123
Trade and other
receivables 14 2,116,491 787,210
Cash and cash equivalents 1,205,024 2,510,305
----------- -----------
8,563,774 7,489,638
----------- -----------
Total assets 27,166,735 26,218,599
Current liabilities
Trade and other
payables 15 1,602,072 838,384
Borrowings, including
lease finance 16 2,350,000 1,000,000
----------- -----------
3,952,072 1,838,384
----------- -----------
Total liabilities 3,952,072 1,838,384
----------- -----------
Equity
Share capital 21 1,058,388 1,058,388
Share premium account 21 22,565,286 22,565,286
Retained earnings (409,011) 756,541
----------- -----------
Total equity 23,214,663 24,380,215
----------- -----------
Total equity and
liabilities 27,166,735 26,218,599
Approved by the
Board on 29(th)
April 2016
N. Barattieri di
San Pietro.................................................
Director
Company registration no. 03442280
Company Statement of Financial Position
As at 31(st) December 2015
31(st) 31(st)
Dec Dec
Note 2015 2014
GBP GBP
Non-current assets
Property, plant
and equipment 11 615,358 728,963
Investments 12(b) 18,006,328 18,006,328
------------- ---------------
18,621,686 18,735,291
------------- ---------------
Current assets
Trade and other
receivables 14 6,391,113 8,999,218
Cash and cash equivalents 559,542 1,036,842
------------- ---------------
6,950,655 10,036,060
------------- ---------------
Total assets 25,572,341 28,771,351
Current liabilities
Trade and other
payables 15 1,726,971 1,576,073
Borrowings, including
lease finance 16 - -
------------- ---------------
1,726,971 1,576,073
------------- ---------------
Total liabilities 1,726,971 1,576,073
------------- ---------------
Equity
Share capital 21 1,058,388 1,058,388
Share premium account 21 22,565,286 22,565,286
Retained earnings 221,696 3,571,604
------------- ---------------
Total equity 23,845,370 27,195,278
------------- ---------------
Total equity and
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liabilities 25,572,341 28,771,351
Approved by the
Board on 29(th)
April 2016
N. Barattieri di
San Pietro.................................................
Director
Company registration no. 03442280
Consolidated and Company Statements of Cash Flows
For the year ended 31(st) December 2015
Group Company
Year 10 months Year 10 months
ended ended ended ended
31(st) 31(st) 31(st) 31(st)
Dec 2015 Dec 2014 Dec 2015 Dec 2014
GBP GBP GBP GBP
Cash flows from operating
activities
(Loss)/profit for the
year before tax (1,156,342) (1,858) (3,349,908) 5,350,239
Adjustments for:
Investment revenue (1,847) (493,727) (1,847) (7,763,727)
Finance costs - 3 - -
Depreciation and amortisation 144,141 125,037 113,605 94,670
Increase in inventories (1,050,136) (4,023,564) - -
(Increase)/decrease
in trade and other
receivables (1,338,491) 5,893,986 2,608,105 326,464
Increase/(decrease)
in trade and other
payables 763,688 (5,790,636) 150,898 (8,166,245)
------------ ------------- ------------ -------------
Cash used in operations (2,638,987) (4,290,759) (479,147) (10,158,599)
Interest paid - (3) - -
Corporation tax - consortium
relief refunded - 266,095 - 798,173
------------ ------------- ------------ -------------
Net cash used in operating
activities (2,638,987) (4,024,667) (479,147) (9,360,426)
------------ ------------- ------------ -------------
Cash flows from investing
activities
Purchase of property,
plant & equipment (18,141) (23,823) - -
Increase in available
for sale financial
assets/investments - (1,175,360) - (1,175,360)
Interest received 1,847 64,854 1,847 64,854
Dividends received - 428,873 - 7,698,873
------------ ------------- ------------ -------------
Net cash (used in)/generated
from investing activities (16,294) (705,456) 1,847 6,588,367
------------ ------------- ------------ -------------
Cash flows from financing
activities
Proceeds from borrowings 1,350,000 1,000,000 - -
Dividends paid - (14,999,481) - (14,999,481)
------------ ------------- ------------ -------------
Net cash generated
from/(used in) financing
activities 1,350,000 (13,999,481) - (14,999,481)
------------ ------------- ------------ -------------
Decrease in cash and
cash equivalents (1,305,281) (18,729,604) (477,300) (17,771,540)
Cash and cash equivalents
at the beginning of
the year/period 2,510,305 21,239,909 1,036,842 18,808,382
------------ ------------- ------------ -------------
Cash and cash equivalents
at the end of the year/period 1,205,024 2,510,305 559,542 1,036,842
============ ============= ============ =============
Consolidated and Company Statements of Changes in Equity
For the year ended 31(st) December 2015
Called
Up Share
Share Premium Merger Retained
Group Capital Account Reserve Earnings Total
GBP GBP GBP GBP GBP
As at 1(st) March
2014 1,058,388 22,565,286 8,086,293 7,405,492 39,115,459
Profit for the period - - - 264,237 264,237
Transactions with
owners of the Company:
Dividends - - (8,086,293) (6,913,188) (14,999,481)
As at 31(st) December
2014 1,058,388 22,565,286 - 756,541 24,380,215
========== =========== ============ ============ =============
As at 1(st) January
2015 1,058,388 22,565,286 - 756,541 24,380,215
Loss for the period - - - (1,165,552) (1,165,552)
As at 31(st) December
2015 1,058,388 22,565,286 - (409,011) 23,214,663
========== =========== ============ ============ =============
Called
Up Share
Share Premium Merger Retained
Company Capital Account Reserve Earnings Total
GBP GBP GBP GBP GBP
As at 1(st) March
2014 1,058,388 22,565,286 8,086,293 5,082,448 36,792,415
Total comprehensive
profit for the period - - - 5,402,344 5,402,344
Transactions with
owners of the Company:
Dividends - - (8,086,293) (6,913,188) (14,999,481)
As at 31(st) December
2014 1,058,388 22,565,286 - 3,571,604 27,195,278
========== =========== ============ ============ =============
As at 1(st) January
2015 1,058,388 22,565,286 - 3,571,604 27,195,278
Total comprehensive
loss for the period - - - (3,349,908) (3,349,908)
As at 31(st) December
2015 1,058,388 22,565,286 - 221,696 23,845,370
========== =========== ============ ============ =============
Notes to the Consolidated Financial Statements
For the year ended 31(st) December 2015
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 Company and its subsidiaries in the prior period shortened
their reporting periods to 31(st) December 2014 to be co-terminous
with the ultimate parent undertaking Abu Dhabi Financial Group LLC.
The amounts presented in the financial statements for the 10 month
period ended 31(st) December 2014 are thus not entirely comparable
to the year ended 31(st) December 2015.
During the year ended 31(st) December 2015 the Group adopted a
number of new IFRS standards, interpretations, amendments and
improvements to existing standards, including IAS19. These new
standards and changes did not have any material impact on the
Company's financial statements.
The following new standards, amendments to standards or
interpretations are mandatory for the Group for the first time for
the financial year beginning 1(st) January 2016, but are not
currently considered to be relevant to the Group (although they may
affect the accounting for future transactions and events):
-- IAS16 (Amended), 'Property, Plant and Equipment' and IAS 38
(Amended), 'Intangible Assets', issued in May 2014 and effective
from 1(st) January 2016. These amendments clarify that a
deprecation method that is based on revenue that is generated by an
activity that includes the use of an asset is not appropriate for
property, plant and equipment. There is also a rebuttable
presumption that an amortisation method that is based on the
revenue generated by an activity that includes the use of an
intangible asset is inappropriate.
-- IFRS11 (Amended), 'Joint Arrangements', effective for periods
beginning on or after 1(st) January 2016 requires an acquirer of an
interest in a joint operation in which the activity constitutes a
business to apply all of the business combinations accounting
principles in IFRS3 and all other IFRSs.
-- IAS27 (Amended), 'Separate Financial Instruments', issued in
August 2014 and effective 1(st) January 2016 permits investments in
subsidiaries, joint ventures and associates to be optionally
accounted using the equity method in separate financial
statements.
The following new standards, amendments to standards and
interpretations have been issued, but are not effective for the
financial year beginning 1(st) January 2016 and have not been early
adopted:
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-- IFRS9, 'Financial Instruments', effective for periods
commencing on or after 1(st) January 2018 but not yet adopted by
the EU. This is final version of the project to replace IAS39
'Financial Instruments: Recognition and Measurement'.
-- IFRS15, 'Revenue from Contracts with Customers', effective
for periods commencing on or after 1(st) January 2018 but not yet
adopted by the EU. This standard focuses on a principles based
model which is to be applied to all contracts with customers.
-- IAS12 (Amended), 'Income Taxes', effective for periods
commencing on or after 1(st) January 2017 but not yet adopted by
the EU. This amendment relates to the recognition of deferred tax
assets for unrealised losses and clarifies that estimations for
future taxable profits exclude tax deductions arising from the
reversal of temporary differences
Business combinations and goodwill
Goodwill relating to acquisitions prior to 1(st) 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 through fees receivable from its projects:
Vicarage Gate House, 13-14 Vicarage Gate, 1 Palace Street, 10
Broadway and Chester Square and also through the bank loan.
The Directors have prepared detailed cash flow projections for
the period ending 31(st) December 2020 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 meet
its on-going working capital requirements. On this basis the
Directors consider it appropriate to prepare the financial
statements on a going concern basis.
Significant judgements and areas of estimation
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 valuation of available for sale financial assets
- 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. Subsidiary
undertakings are all entities over which the Group has the power to
govern the financial and operating policies of the subsidiary and
therefore exercises control. The existence and effect of both
current voting rights and potential voting rights that are
currently exercisable or convertible are considered when assessing
whether control of an entity is exercised. Subsidiaries are
consolidated from the date at which the Group obtains the relevant
level of control and are de-consolidated from the date at which
control ceases.
Inter-company transactions, balances and unrealised gains on
transactions between Group companies are eliminated. Unrealised
losses are also eliminated. Accounting policies of subsidiaries
have been changed where necessary to ensure consistency with the
policies adopted by the Group.
Property, plant and equipment
Property, plant and equipment are stated at historical cost, net
of any depreciation and any provision for impairment.
Depreciation has been calculated on a straight line basis and
aims to write off the costs, less estimated residual value of each
property, plant and equipment over their expected useful lives
using the following periods:
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 performance fees are recognised when the
amounts involved have been finally determined and agreed criteria
for recognition have been fulfilled. Fees in respect of project
management and interior and architectural design are recognised in
accordance with the stage of completion of the contract.
Revenue also includes sales commission fees receivable where the
Group acts as sales agent on developments. The sales commission is
recognised 50% on exchange of contracts, which is non-refundable
and 50% on completion.
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 substantively 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 substantively 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
Investments in subsidiaries, associates and joint ventures, and
other investments are presented in the Parent financial statements
at cost, less any necessary provision for impairment.
Associates
Associates are all entities over which the Group exercise
significant influence but does not exercise 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
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Available for sale financial assets consist of equity
investments in other companies or limited partnerships 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. In cases where the Group can reliably estimate fair
value of the available for sale financial assets, fair value will
be determined in reference to practical completion of each
development project.
All assets for which fair value is measured or disclosed in the
financial statements are categorised within the fair value
hierarchy, described as follows, based on the lowest level input
that is significant to the fair value measurement as a whole:
-- Level 1 - Quoted (unadjusted) market prices in active markets
for identical assets or liabilities.
-- Level 2 - Valuation techniques for which the lowest level
input that is significant to the fair value measurement is directly
or indirectly observable.
-- Level 3 - Valuation techniques for which the lowest level
input that is significant to the fair value measurement is
unobservable.
The valuation technique applied to the available for sale
financial assets in the current and preceding period is a Level 3
technique.
Pensions
The Group operates a defined contribution pension scheme under
which fixed contributions are payable. Pension costs charged to the
income statement represent amounts payable to the scheme during the
year.
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 loss.
Share capital
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of new shares or options are
charged to the share premium account.
Equity balances
-- Called up share capital represents the aggregate nominal value of Ordinary shares in issue.
-- The share premium account represents the incremental paid up
capital above the nominal value of Ordinary shares issued.
-- The merger reserve represents the excess over nominal value
of the fair value of consideration received for equity shares
issued directly to acquire another entity meeting the specific
requirements of section 612 of the Companies Act 2006.
Financial assets - loans and receivables
Trade receivables, 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, including lease
finance'. 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.
Borrowing costs which relate directly to a development which is
included within inventories are capitalised as part of the cost of
the inventory.
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 cash and cash
equivalents, debt 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.
The Board regularly reviews the capital structure, with an
objective to minimise net debt whilst investing in the development
opportunities.
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.
Directors are 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
Segmental information is presented in respect of
the Group's business segments. The business segments
are based on the Group's corporate and internal
reporting structure. Segment results and assets
include items directly attributable to a segment
as well as those that can be allocated to a segment
on a reasonable basis. The segmental analysis of
the Group's business as reported internally to
management is as follows:
Revenue
Year 10 months
ended ended
31(st) 31(st)
Dec 2015 Dec 2014
Principal activities: GBP GBP
Development management 3,413,702 3,554,800
Interior design 508,889 214,541
Architectural
design - 87,500
Sales agency commission 248,306 -
-------------- --------------------
4,170,897 3,856,841
============== ====================
Year 10 months
ended ended
31(st) 31(st)
Loss before taxation Dec 2015 Dec 2014
GBP GBP
Development management (579,793) 505,910
Interior
design (572,079) (585,943)
Architectural
design (4,470) 78,175
-------------- --------------------
(1,156,342) (1,858)
============== ====================
31(st) 31(st)
Assets Dec 2015 Dec 2014
GBP GBP
Development management 26,988,216 26,017,628
Interior design 159,351 86,839
Architectural
design 19,168 114,132
-------------- --------------------
27,166,735 26,218,599
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31(st) 31(st)
Liabilities Dec 2015 Dec 2014
GBP GBP
Development management 1,886,088 365,962
Interior design 1,453,578 769,522
Architectural design 612,406 702,900
-------------- --------------------
3,952,072 1,838,384
============== ====================
A geographical analysis of the
Group's revenue, assets and liabilities
is given below:
Year 10 months
ended ended
31(st) 31(st)
Revenue Dec 2015 Dec 2014
GBP GBP
United Kingdom 4,170,897 3,880,379
Saudi Arabia - (23,538)
4,170,897 3,856,841
============== ====================
Included in the revenue above are revenues in respect
of customers who account for over 10% of the Group's
total revenue.
Year 10 months
ended ended
31(st) 31(st)
Dec 2015 Dec 2014
GBP GBP
Customer A (Interior
design) - (23,538)
Customer B (Development
management) - 642,486
Customer C (Development
management & interior design) 545,150 438,462
Customer D (Development
management & interior
design) 2,504,756 2,420,487
Customer E (Development
management) 805,100 -
============== ====================
Segmental information
3. (continued)
31(st) 31(st)
Dec Dec
Assets 2015 2014
GBP GBP
United Kingdom 27,166,735 26,218,599
27,166,735 26,218,599
=========== ===========
31(st) 31(st)
Dec Dec
Liabilities 2015 2014
GBP GBP
United Kingdom 3,952,072 1,838,384
3,952,072 1,838,384
=========== ===========
4. Investment revenue Year 10 months
ended ended
31(st) 31(st)
Dec 2015 Dec 2014
GBP GBP
Interest
received 1,847 64,854
Dividends received - 428,873
1,847 493,727
========== ==========
5. Finance costs Year 10 months
ended ended
31(st) 31(st)
Dec 2015 Dec 2014
GBP GBP
Interest on:
Other interest - 3
---------- ----------
- 3
========== ==========
6. Loss before taxation Year 10 months
ended
ended 31(st)
31(st) Dec
Dec 2015 2014
GBP GBP
Loss before taxation is stated
after charging/(crediting):
Depreciation and amounts
written off property, plant
and equipment:
Owned assets 144,141 125,037
Operating lease
rentals:
Land and buildings 128,063 104,969
Foreign exchange
gain (281) -
========== ==========
Fees payable to the Company's
auditors for:
- the audit of the
Company's annual
accounts 50,307 55,857
Fees payable to the Company's auditors
for other services to the Group:
- the audit
of the Company's
subsidiaries 38,535 33,600
---------- ----------
Total audit
fees 88,842 89,457
========== ==========
Fees payable to the Company's
auditors for:
- other taxation
advisory services 5,000 5,000
- other services 15,450 16,762
---------- ----------
Total other
fees 20,450 21,762
========== ==========
7. Employees Year 10 months
ended ended
31(st) 31(st)
Dec Dec
2015 2014
Number Number
The average weekly number
of employees (including
Directors) during the
year was:
Office and
management 13 12
Design and
management 9 12
---------- ----------
22 24
========== ==========
Year 10 months
ended ended
31(st) 31(st)
Dec Dec
2015 2014
Staff costs
for the above
employees: GBP GBP
Wages and salaries 1,782,600 1,691,496
Social security
costs 230,996 184,657
Other pension costs
- money purchase
schemes 76,848 65,344
---------- ----------
2,090,444 1,941,497
========== ==========
Year 10 months
ended ended
31(st) 31(st)
Remuneration in respect Dec Dec
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of Directors was as follows: 2015 2014
GBP GBP
Aggregate emoluments (including
benefits in kind) 570,000 475,000
Consultancy
fees - 100,050
Other fees 30,000 25,000
---------- ----------
600,000 600,050
========== ==========
Company contribution to
money purchase pension
schemes 33,000 27,500
========== ==========
Year 10 months
ended ended
Remuneration for each 31(st) 31(st)
Director (including benefits Dec Dec
in kind) 2015 2014
GBP GBP
M. Kheriba - -
J. Alseddiqi (resigned
3(rd) November
2015) - -
N. Barattieri
di San Pietro 500,000 416,667
K.B. Nilsson 70,000 158,383
E.B. Harris 30,000 25,000
F.T. Khan (appointed
3(rd) November 2015) - -
600,000 600,050
========= ===========
Remuneration of GBP30,000 (2014: GBP25,000) for
Director E.B. Harris is payable to EC Harris
LLP.
Year 10 months
ended ended
Remuneration in respect of the 31(st) 31(st)
highest paid Director was as Dec Dec
follows: 2015 2014
GBP GBP
Aggregate emoluments (including
benefits in kind) 500,000 416,667
Company contribution to
money purchase pension
scheme 33,000 27,500
--------- -----------
533,000 444,167
========= ===========
The total emoluments of GBP500,000 (2014: GBP416,667)
above includes bonuses of GBP225,000 (2014: GBP187,500).
The Directors consider that the key management
personnel for reporting purposes as defined by
IAS24 'Related Party Disclosures' are the Directors
themselves only.
8. Taxation Year 10 months
ended ended
31(st) 31(st)
Dec Dec
2015 2014
GBP GBP
(a) Analysis
of charge in
year
Current tax:
Corporation tax
credit - -
Adjustment in
respect of prior
periods - (347,727)
Total current
tax - (347,727)
============= ==========
Deferred tax:
Deferred tax charge 9,210 81,632
Total deferred tax
charge 9,210 81,632
============= ==========
Total tax charge/(credit) 9,210 (266,095)
============= ==========
(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
20% (2014: 21%).
The differences
are explained
below:
Year 10 months
ended ended
31(st) 31(st)
Dec Dec
2015 2014
GBP GBP
Loss on ordinary
activities before
tax (1,156,342) (1,858)
============ ==========
Loss on ordinary activities multiplied
by the standard rate of corporation
tax of 20% (2014: 21%) (231,268) (390)
Effects of:
Expenses not deductible
for tax purposes 2,314 2,339
Depreciation for the period
in excess of capital allowances 22,232 26,258
Dividends and
distributions
received - (90,063)
Utilisation
of tax losses - (314,450)
Other timing
differences 2,330 (103,709)
Loss carried
forward 204,392 480,015
Consortium relief - (347,727)
Current tax credit
for the period - (347,727)
(c) Factors that may affect future tax charges
The standard rate of corporation tax was reduced to 20% from
1(st) April 2015.
9. Profit of the parent company
As permitted by section 408 of the Companies
Act 2006, the profit or loss element of the Parent
Company Income Statement is not presented as
part of these financial statements. The Group
loss for the year ended 31(st) December 2015
of GBP1,165,552 (2014 profit: GBP264,237) includes
a loss of GBP3,349,908 (2014 profit: GBP5,402,344),
which was dealt with in the financial statements
of the Company.
10. Goodwill
31(st) 31(st)
Group Dec 2015 Dec 2014
GBP GBP
Cost 14,940,474 14,940,474
----------- -----------
Amortisation and
impairment
At the beginning
of the year 6,933,057 6,933,057
Impairment charge
for the year - -
----------- -----------
At the end
of the year 6,933,057 6,933,057
----------- -----------
Net book value 8,007,417 8,007,417
=========== ===========
The Group performs an annual goodwill impairment
review in accordance with IAS 36 'Impairment
of Assets' based on its cash generating units
(CGUs). The CGU that has associated goodwill
allocated to it is the Group as a whole. This
is the smallest identifiable group of assets
that generate cash inflows to which goodwill
is allocated. Although the interior design business
is a separate CGU goodwill was not specifically
allocated to it when the goodwill arose because
it was treated as an integrated business when
the Group was originally restructured. The Directors
consider that it is now not appropriate to allocate
goodwill to this CGU.
Recoverable amount
In accordance with IAS 36 the recoverable amount
of the CGU is calculated, being the higher of
value in use and fair value less costs to sell.
The fair value less costs to sell of the CGU
is determined using cash flow projections derived
from the business plan covering a five year period
which has been approved by the Board. They reflect
the Directors' expectations of the level and
timing of revenue, expenses, working capital
and operating cash flows, based on past experience
and future expectations of business performance
particularly future development projects.
Discount rates
The pre-tax discount rate applied to the cash
flow projections are derived from the Group's
weighted average cost of capital. The discount
rate applied is 6% (2014: 6%) reflecting the
future expected cost of capital for the Group.
Growth rates
Due to the nature of the Group's development
business growth rates are not relevant. The cash
flow projections assume a 100% probability of
receiving a level of development fees for contracted
projects over the five years and make assumptions
on the probability of achieving certain development
performance fee criteria.
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The business growth rates have been assumed to
be 5% (2014: 5%) for the N Studio Limited interior
design business.
Sensitivity analysis
The following percentage changes in assumptions
would cause the recoverable amount to fall below
the current carrying value:
-- A 63.95% increase in the discount rate to
69.95% for the latter five year period
-- A 25.7% decrease in the development revenue
cash flows over the five year period
-- A decrease to nil in the other interior design
revenue cash flows over the five year period
would not cause the recoverable amount to fall
below the current carrying value.
Property, plant
11. and equipment
Fittings
Group Leasehold and Office Computer
Improvements Equipment Equipment Total
Cost GBP GBP GBP GBP
At 1(st)
March 2014 1,115,434 73,426 257,406 1,446,266
Additions - 594 23,229 23,823
At 31(st)
December
2014 1,115,434 74,020 280,635 1,470,089
============= ===================== ========== ==========
Additions - 10,615 7,526 18,141
At 31(st)
December
2015 1,115,434 84,635 288,161 1,488,230
============= ===================== ========== ==========
Depreciation
At 1(st)
March 2014 350,281 56,187 217,059 623,527
Charge for
the year 94,670 8,922 21,445 125,037
At 31(st)
December
2014 444,951 65,109 238,504 748,564
============= ===================== ========== ==========
Charge for
the year 113,605 4,563 25,973 144,141
At 31(st)
December
2015 558,556 69,672 264,477 892,705
============= ===================== ========== ==========
Net book
value
At 31(st)
December
2015 556,878 14,963 23,684 595,525
============= ===================== ========== ==========
At 31(st)
December
2014 670,483 8,911 42,131 721,525
============= ===================== ========== ==========
At 28(th)
February
2014 765,153 17,239 40,347 822,739
============= ===================== ========== ==========
Fittings
Company Leasehold and Office Computer
Improvements Equipment Equipment Total
Cost GBP GBP GBP GBP
At 1(st)
March 2014 1,173,914 - - 1,173,914
Additions - - - -
At 31(st)
December
2014 1,173,914 - - 1,173,914
============= =========== ========== ==========
Additions - - - -
At 31(st)
December
2015 1,173,914 - - 1,173,914
============= =========== ========== ==========
Depreciation
At 1(st)
March 2014 350,281 - - 350,281
Charge for
the year 94,670 - - 94,670
At 31(st)
December
2014 444,951 - - 444,951
============= =========== ========== ==========
Charge for
the year 113,605 - - 113,605
At 31(st)
December
2015 558,556 - - 558,556
============= =========== ========== ==========
Net book
value
At 31(st)
December
2015 615,358 - - 615,358
============= =========== ========== ==========
At 31(st)
December
2014 728,963 - - 728,963
============= =========== ========== ==========
At 28(th)
February
2014 823,633 - - 823,633
============= =========== ========== ==========
There were no assets held under finance lease or hire purchase
contracts.
Available for
sale financial
(a) assets
12. Investments
31(st)
31(st) 31(st) 31(st) Dec
Group Dec 2015 Dec 2015 Dec 2014 2014
GBP GBP GBP GBP
At 1(st) January
2015 10,000,019 8,824,659
Increase in 1 Palace
Street fair value - 1,175,360
------------ ----------
Net movement transferred
to comprehensive income - 1,175,360
----------- -----------
At 31(st) December
2015 10,000,019 10,000,019
=========== ===========
Net book value
At 31(st) December
2015 10,000,019 10,000,019
=========== ===========
(b) Other investments
Company
Subsidiary Other Total
Undertakings Investments
GBP GBP GBP
Cost
At 1(st) January
2015 14,492,681 10,000,015 24,492,696
Additions - - -
As at 31(st)
December 2015 14,492,681 10,000,015 24,492,696
============== ============ ============
Impairment
At 1(st) January
2015 6,486,368 - 6,486,368
Impairment
in the year - - -
As at 31(st)
December 2015 6,486,368 - 6,486,368
============== ============ ============
Net book value
as at 31(st) December
2015 8,006,313 10,000,015 18,006,328
============== ============ ============
Net book value
as at 31(st) December
2014 8,006,313 10,000,015 18,006,328
============== ============ ============
(b) Other investments
(continued)
Company
Subsidiary Other Total
Undertakings Investments
GBP GBP GBP
Cost
At 1(st) March
2014 14,492,681 8,824,655 23,317,336
Additions - 1,175,360 1,175,360
As at 31(st)
December 2014 14,492,681 10,000,015 24,492,696
============== ============ ============
Impairment
At 1(st) March
2014 6,486,368 - 6,486,368
Impairment
in the year - - -
As at 31(st)
December 2014 6,486,368 - 6,486,368
============== ============ ============
Net book value
as at 31(st) December
2014 8,006,313 10,000,015 18,006,328
============== ============ ============
Net book value
as at 28(th) February
2014 8,006,313 8,824,655 16,830,968
============== ============ ============
(c) Group shareholdings
The Group has shareholdings in the
following companies, all incorporated
in England and Wales:
Subsidiary Proportion
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undertakings Holding held Nature of Business
Waterloo Investments Ordinary Development
Limited shares 100% management services
Ordinary
N Studio Limited shares 100% Interior design
Northacre Development Ordinary Development
Management shares 100% management services
Services Limited
Nilsson Architects Ordinary Design
Limited shares 100% architects
Northacre
Capital (1) Ordinary
Limited shares 100% Dormant
Northacre
Capital (3) Ordinary
Limited shares 100% Dormant
Northacre
Capital (5) Ordinary
Limited shares 100% Property development
Northacre
Capital (7) Ordinary
Limited shares 100% Property development
Northacre
International Ordinary
Limited shares 100% Dormant
Lancaster Gate
(Hyde Park) Ordinary
Limited shares 100% Property development
The holding in Lancaster Gate (Hyde Park) Limited
is held by Northacre Capital (5) Limited.
13. Inventories Group
31(st) 31(st)
Dec Dec
2015 2014
GBP GBP
Stock 1,593 2,928
Work in progress 5,240,666 4,189,195
--------------- --------------
5,242,259 4,192,123
=============== ==============
The Company had no stock or work in progress in either
the prior or current reporting period.
Trade and other
14. receivables Group Company
31(st) 31(st) 31(st) 31(st)
Dec Dec Dec Dec
2015 2014 2015 2014
GBP GBP GBP GBP
Trade receivables 844,811 31,568 6,045 -
Amounts owed
by group undertakings - - 5,962,376 8,567,254
Other receivables 200,242 220,038 111,270 110,908
Prepayments and
accrued income 1,071,438 535,604 311,422 321,056
---------- -------- ---------- ----------
2,116,491 787,210 6,391,113 8,999,218
========== ======== ========== ==========
At the period end there was no provision for doubtful
debts (2014: GBPnil).
Other receivables include a deferred tax asset of
GBP117,463 (2014: GBP126,673).
Trade and other
15. payables Group Company
31(st) 31(st) 31(st)
Dec Dec 31(st) Dec
2015 2014 Dec 2015 2014
GBP GBP GBP GBP
Trade payables 170,547 67,555 49,216 34,720
Amounts owed
to group undertakings - - 1,141,545 1,141,065
Social security
and other taxes 146,204 199,440 16,544 130,186
Other payables 3,266 2,064 291 1,589
Accruals and
deferred income 1,282,055 569,325 519,375 268,513
1,602,072 838,384 1,726,971 1,576,073
========== ======== ========== ==========
Borrowings, including
16. lease finance Group Company
31(st) 31(st) 31(st) 31(st)
Dec Dec Dec Dec
Current Liabilities 2015 2014 2015 2014
GBP GBP GBP GBP
Bank loan 2,350,000 1,000,000 - -
----------- ---------- ------- -------
2,350,000 1,000,000 - -
=========== ========== ======= =======
A loan facility of GBP3,150,000 was made available
by the Royal Bank of Scotland from the 19(th) September
2014 to Northacre Capital (7) Limited in respect of
the property at 22 Prince Edward Mansions. The loan
is available on a drawdown basis and as at 31(st)
December 2015 GBP2,350,000 (2014: GBP1,000,000) was
drawn. The loan incurs interest at 3.25% above the
LIBOR rate and is charged quarterly and as at 31(st)
December 2015 GBP94,941 (2014: GBP42,292) was accrued.
The loan is due to be repaid at the earlier of the
latest expiry date of the current interest period
outstanding as at the date of completion of sale of
the property or the date which falls 18 months after
the date on which the loan is drawn. The loan is expected
to be repaid in full prior to the end of the next
financial year. The loan is secured via a first legal
charge over the property included within inventories
under the heading of work in progress, a guarantee
for GBP120,000 given by Northacre PLC and a charge
over certain cash balances. In accordance with the
loan agreement further drawdowns are not permitted
post 31 December 2015.
Corporation
17. tax Group Company
31(st) 31(st) 31(st)
Dec Dec 31(st) Dec
2015 2014 Dec 2015 2014
GBP GBP GBP GBP
Corporation
tax - - - -
------- ------- ---------- -------
- - - -
======= ======= ========== =======
18. Future financial commitments
Operating leases -
Land and Buildings Group Company
31(st) 31(st) 31(st) 31(st)
Dec Dec Dec Dec
2015 2014 2015 2014
GBP GBP GBP GBP
Land Land Land Land
& Buildings & Buildings & Buildings & Buildings
Net amount payable
on operating leases
which expire:
Within one year 125,062 125,062 125,062 125,062
In two to five years 500,248 500,248 500,248 500,248
In over five years 49,682 174,744 49,682 174,744
------------- ------------- ------------- -------------
674,992 800,054 674,992 800,054
============= ============= ============= =============
Group Company
Operating leases - 31(st) 31(st) 31(st) 31(st)
Other Dec Dec Dec Dec
2015 2014 2015 2014
GBP GBP GBP GBP
Other Other Other Other
Net amount payable
on operating leases
which expire:
Within one year 15,080 29,148 11,420 12,920
In two to five years 46,609 7,042 42,825 6,460
In over five years - - - -
61,689 36,190 54,245 19,380
======= ======= ======= =======
19. Capital commitments
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At the reporting date there were no outstanding
commitments for capital expenditure.
Earnings
20. per share
Loss per share of 2.75p (2014 profit: 0.62p) is calculated
on the loss attributable to Ordinary shares of GBP1,156,342
(2014 profit: GBP264,237) divided by the weighted
number of Ordinary shares in issue during the year.
Computation of
basic earnings 31(st) 31(st)
per share: Dec 2015 Dec 2014
Net (loss)/profit (GBP1,165,552) GBP264,237
Weighted average number
of shares outstanding 42,335,538 42,335,538
Basic (loss)/profit
per share (2.75p) 0.62p
Diluted (loss)/profit
per share (2.75p) 0.62p
There were no potentially dilutive instruments in
issue during the current or preceding period. All
amounts shown relate to continuing operations.
21. Equity
31(st)
31(st) Dec
Share capital Dec 2015 2014
GBP GBP
Called up, allotted
and fully paid:
42,335,538 (2014: 42,335,538)
Ordinary shares of 2.5p
each 1,058,388 1,058,388
----------- ------------
1,058,388 1,058,388
=========== ============
Share premium account Share
and reserves premium
GBP
At 1(st) January
2015 and 31(st)
December 2015 22,565,287
The share premium account represents the incremental
paid up capital above the nominal value of the Ordinary
shares of 2.5p issued.
22. Dividends
31(st) 31(st)
Dec 2015 Dec 2014
GBP GBP
A special dividend paid during
the period of GBPnil (2014:
35.43p) - 14,999,481
------------ -------------
- 14,999,481
============ =============
No dividends have been declared prior to the approval
of these financial statements and the Board will
continue to actively consider the payment of dividends.
23. Contingent liabilities
The Company is included in a group registration for VAT purposes
and is therefore jointly and severally liable for all other group
companies' VAT liabilities amounting to GBP92,642 (2014:
GBPnil).
Related party
24. transactions
Group
The Group's related parties as defined by International
Accounting Standard 24 (revised), the nature of the
relationship and the amount of transactions
with them during the period
were as follows:
10 months
Year ended ended
Nature 31(st) Dec 31(st) Dec
of 2015 2014
Related Nature of
Party Relationship GBP GBP GBP GBP Transactions
Balance Total Balance
Total at transactions at
transactions the in the
in the year the period
year end period end
Due (to)/from Due (to)/from
Consultancy
fees for
K. Nilsson 1 - - 100,050 - services
provided for
the 1 Palace
Street
project
for the
period
March 2014
to December
2014. The
consultancy
fees were
invoiced
to Palace
Revive
Development
Limited and
paid by that
company in
the year
ended
31 December
2015.
Non-executive
Directors'
E.B. Harris 2 30,000 (55,000) 25,000 (25,000) fees for
the year to
31 December
2015 provided
through E.C.
Harris LLP.
Non-executive
A. de Directors'
Rothschild 3 - (17,500) - (17,500) fees for
the period
July 2013 to
February
2014.
Consultancy
fees charged
ADCM Limited 4 1,200,000 - 1,042,466 - for the
year to 31
December 2015
with
GBP1,200,000
being paid
in the year.
Expenses
(MORE TO FOLLOW) Dow Jones Newswires
April 29, 2016 09:00 ET (13:00 GMT)
charged
ADCM Limited 4 52,282 46,882 63,310 1,882 by ADCM
Limited as
per the
consultancy
agreement.
GBP46,882
represents
a credit from
ADCM Limited
outstanding
at the year
end.
Palace
Revive Development
Development management
Limited 5 2,028,749 617,287 2,254,170 - fees
invoiced for
the year to
31 December
2015 as per
the
development
management
agreement.
GBP617,287
represents
the fee
payable
for the
period
January 2016
to March 2016
and was paid
post year
end.
Palace
Revive Sales agency
Development fees charged
Limited 5 248,306 - - - in the
year ended
31 December
2015 as per
multiple
selling
agents
agreements.
Related party
24. transactions (continued)
10 months
Year ended ended
Nature 31(st) Dec 31(st) Dec
of 2015 2014
Related Nature of
Party Relationship GBP GBP GBP GBP Transactions
Balance Balance
Total at Total at
transactions the transactions the
in the year in the period
year end period end
Due Due
(to)/from (to)/from
Expenses paid
Palace on behalf of
Revive 5 159,136 - 166,317 - Palace
Development Revive
Limited Development
Limited.
Amount
invested
Palace by Northacre
Real Estate 6 - 10,000,000 1,175,360 10,000,000 PLC
Partners into Palace
LP Real Estate
Partners LP
to develop
the 1 Palace
Street
project.
Nature of
Relationships
K.B. Nilsson is
a Director of the
1 Company.
E.B. Harris is a Director of
the Company, and a member of
2 E.C. Harris LLP.
A. de Rothschild was a Director
of the Company (resigned on
3 11(th) February 2014)
ADCM Limited is a fully owned subsidiary of ADFG
4 LLC, the Group's ultimate parent company.
Palace Revive Development Limited is a company set
up to develop the 1 Palace Street Development and
5 is controlled by ADCM Limited.
Palace Real Estate Partners LP is a partnership that
ultimately controls Palace Revive Development Limited.
6 Northacre PLC is a limited member of Palace Real
Estate Partners LP.
Company
The Directors' 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 (revised).
10 months
Year ended ended
Nature 31(st) Dec 31(st) Dec
of 2015 2014
Nature of
Related Party Relationship GBP GBP GBP GBP Transactions
Balance Total Balance
Total at transactions at
transactions the in the
in the year the period
year end period end
Due (to)/from Due (to)/from
(MORE TO FOLLOW) Dow Jones Newswires
April 29, 2016 09:00 ET (13:00 GMT)
Management
fees
Group entities 1 266,248 - 216,712 - receivable
in the year
from Group
subsidiaries
provided
at arm's
length.
Management
fees payable
Group entities 1 (38,901) - (42,655) - in
the year
to Group
subsidiaries
provided
at arm's
length.
Nature of
Relationships
The Group entities are
wholly owned subsidiaries
1 of the Company.
The balances at the reporting date are shown under notes
14 and 15 of the Consolidated Financial Statements.
25. Immediate and ultimate parent undertakings
The immediate and ultimate parent undertakings are Spadille
Limited, a company incorporated in Jersey, and Abu Dhabi Financial
Group LLC, a company incorporated in United Arab Emirates,
respectively.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR BDGDSSDDBGLC
(END) Dow Jones Newswires
April 29, 2016 09:00 ET (13:00 GMT)
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