One Heritage Group plc (OHG) One Heritage Group plc: Full year
results for the year ending 30 June 2021 20-Oct-2021 / 07:00
GMT/BST Dissemination of a Regulatory Announcement that contains
inside information according to REGULATION (EU) No 596/2014 (MAR),
transmitted by EQS Group. The issuer is solely responsible for the
content of this announcement.
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20 October 2021
ONE HERITAGE GROUP PLC
(the "Company" or "One Heritage")
Full year results for the year ending 30 June 2021
One Heritage Group PLC (LSE: OHG), the UK-based residential
developer focused on the North West of England is pleased to
announce its audited results for the year ended 30 June 2021.
Financial highlights ? The Group raised a gross amount of GBP1.5
million via the Initial Public Offering ("IPO") in December 2020and
a subsequent placing and subscription in February 2021 raised
GBP548,500. ? Generated revenue of GBP0.5 million from a
combination of development management and Co-living. The
formerincludes fees from two of its three development management
agreements. ? Acquired two additional sites, being Bank Street,
Sheffield and St Petersgate, Stockport, for GBP1.6million. ?
Commenced development of Bank Street, Sheffield along with Oscar
House, Manchester and Lincoln House,Bolton, investing GBP1.7m, in
addition to site costs, prior to the year end. ? Signed two
construction finance agreements for a gross amount of GBP5.5
million, to be drawn down over theperiod of development for the
Bank Street, Sheffield and Oscar House, Manchester projects. The
maximum term forboth loans is 18 months. ? Increased the size of
its Group loan facility with its major shareholder, One Heritage
PropertyDevelopment Limited, from GBP5.0 million to GBP7.5
million.
Operating highlights ? The Group successfully listed on the
Standard List of the London Stock Exchange on 23 December 2020. ?
Started construction on three developments set to complete in the
2022 financial year, with two remainingdevelopments expected to
complete in Q3 2022. These combined comprise a total Gross
Development Value (GDV) ofGBP26.3m. ? Secured pre-sales or
reservations on 63 out of the 171 existing development properties,
including 100% ofthe Oscar House development after securing an
agreement over all the units. ? Started the process of building a
property services division, which accelerated post year-end with
theliquidation of two subsidiaries of our associate business, One
Heritage Complete.
Outlook ? The Group is expecting to complete on three of its
five developments in the financial year and has apipeline of new
developments into which to reinvest the proceeds. ? The latest
development management agreement, on the North Church House,
Sheffield development, was signedin June 2021 and the Group is
targeting more in the financial year. ? Co-living property services
are expected to expand in the coming period as the Group
internalises moreservices that were previously undertaken by our
associate, One Heritage Complete Limited, and as it prepares forthe
completion of its developments. ? Whilst the UK Construction
Industry is currently experiencing certain supply chain related
challenges,the Group is not aware of any specific circumstances
that would delay its project completions.
Jason Upton, Chief Executive Officer said:
"I am exceptionally proud of our employees and the substantial
progress we have made. This is the first annual report released by
the Group as a listed business and it gives a comprehensive view of
the performance of the business and our strategy going forward. As
we move into the new financial year, we have set out five strategic
priorities that will drive how we build our business. The
environment is challenging but the Group continues to mitigate
against this through the agility, flexibility and innovation of its
employees and through its relationships with other
stakeholders."
Chief Executive's statement
We are pleased to report excellent progress with our strategy
over the last 12 months despite the challenges caused by the global
pandemic, lockdown restrictions and industry cost pressures. In
adapting well to these challenges, the Group demonstrated our
resilience and agility and this has provided us with a strong
foundation which bodes well for the future. Importantly, we have
continued to expand during this period, adding more developments
and a number of exceptional colleagues as we seek to generate
strong returns for our shareholders.
The Group's headline results reflect our infancy as a business
with our first development not due to finish until early 2022. The
Group's financial position remains robust with a reported NAV per
share of 8.4p, cash and cash equivalents of GBP0.7 million and
GBP5.75 million of remaining facility with our major shareholder.
With good progress being made with these projects, and other
foundations we have put in place, we are poised for strong growth
over the forthcoming period. We have also taken steps to build and
secure our other core sources of income by adding further
Development Management projects and by commencing the restructuring
of our ancillary property management services as we leverage our
team's expertise and experience.
Our property management and lettings services are currently
outsourced to One Heritage Complete, of which the Group owns 47%.
This company has experienced difficulties over the period in
connection with two of its subsidiaries (which provide
refurbishment, design, fit-out and furnishing services) to the
extent that both these subsidiaries have filed for voluntary
liquidation. Following a strategic review by the Group, we have
decided to bring these same services in-house and to terminate our
relationship with One Heritage Complete in an orderly manner and
impair our stake in the entity to zero. Otherwise, there is no
financial impact to the Group.
At the start of the period under review, I set out below a
number of key strategic priorities for the Group which I touched on
in our interim results earlier this year. These objectives and the
progress against each are set out below. 1. SUCCESSFULLY DELIVER
OUR DEVELOPMENT PROJECTS
I am delighted to report significant progress on our development
projects, having announced earlier this year the execution of three
building contracts and the raising of GBP5.5m of new development
finance. This means that we have formally commenced the programme
of works for our Bank Street Sheffield, Oscar House Manchester and
Lincoln House Bolton developments to create 138 apartments. All are
expected to complete construction and sale during the new financial
year to June 2022.
In the background, our team have continued to refine the design
of our developments and have increased the number of apartments
across our developments from 169 to 171. Improvements to design and
additional units has have increased the aggregate GDV by GBP2.4
million.
To date, we have successfully achieved planning permission for
three of our development projects, namely Bank Street, Oscar House
and Lincoln House. We are currently awaiting the outcome of a
modified planning application for Bank Street, where we are seeking
to add one further apartment and additional design changes for
greater efficiency. Planning applications have also been submitted
for St Petersgate, Stockport and Churchgate, Leicester. We expect
these applications to be determined later this calendar year.
The most significant challenge we are facing currently, itself
an industry-wide challenge and well documented in the media, is the
mounting cost pressure in respect of building materials. This has
been caused by the production of these materials being severely
affected by economic lockdowns around the world in response to the
global pandemic. As economies have opened up, production has
struggled to keep up with a surge in demand. From our perspective,
this has been offset to some extent, by the continued up-tick in
property prices and the fact that our three development projects
that have already commenced have fixed price contracts, with the
remaining two being tendered on a fixed price basis before any
works are commenced.
Below is a current summary of our existing development
projects:
Project Location Residential units Commercial units GDV (GBPm) Expected Completion Reservations
Lincoln House Bolton 88 0 9.4 Q1 2022 22 (25%)
Churchgate Leicester 15 1 3.6 Q3 2022 Not started
Oscar House (Chester Road) Manchester 27 0 6.3 Q1 2022 27 (100%)
Bank Street Sheffield 23 0 3.8 Q1 2022 14 (60%)
St Petersgate (Plus House) Stockport 18 1 3.2 Q3 2022 Not started
171 2 26.3
In addition to the Group-owned developments listed above, we
have also made good progress with the developments where we are
acting as Development Manager. At present we are managing three
projects; a 55 storey tower in Manchester (at RIBA stage 4 design);
a conversion of a former Court House in Oldham being forward funded
by a housing association to create 42 affordable homes, and a
development in Queen Street Sheffield to create 58 apartments. 2.
Secure sales for our properties under construction
In conjunction with the start on site at three developments, we
have also commenced our sales programme. Although none of the
developments is scheduled for completion until the first quarter of
2022, we are seeing very strong pre-sale interest and we are
pleased to have secured 63 property reservations as at 30 September
2021 which equates to 48.8% of apartments available for sale and
totals GBP11.3 million in terms of GDV .
As reported at the time of our interim results, we only commence
marketing developments once we have finalised design, entered into
build contracts and commenced work, thereby reducing the risk of
changes impacting sold apartments and also providing us some
flexibility to revise designs if needed. This approach is a pivotal
element of our marketing strategy where reputation and credibility
are paramount, particularly for international purchasers. The
success of this approach has been demonstrated by the strength of
initial pre-sales, and gives us confidence that we will achieve our
sales targets as developments near completion.
We have also seen further growth in our overseas sales and
marketing network and have partnered with new agents to broaden our
scope, militate against any future oversupply and allow us to reach
new markets. The wider One Heritage business in Hong Kong (our
major shareholder) which operates from nine offices in Hong Kong,
mainland China and Singapore continues to oversee the majority of
our sales including into new markets such as the Middle East. This,
together with building a good track record and adopting strong
governance and controls consistent with those expected of a UK PLC,
we believe provides us with a significant competitive advantage in
capitalising on continued strong overseas demand for UK residential
property. 3. Continue to build our existing letting and property
management businesses through our focus on Co-livingand newly
completed developments
As mentioned previously, the incumbent provider of our property
management and lettings services, One Heritage Complete, in which
the Group owns a 47% stake, has encountered difficulties in two of
its five subsidiaries, namely One Heritage Maintenance and One
Heritage Design. Post year end, we have undertaken a strategic
review of the services offered by One Heritage Complete and have
decided to bring these services in-house in the interests of
quality control and financial oversight.
The refurbishment of Co-Living properties on behalf of investors
had been mostly provided by One Heritage Maintenance, with the
design and furnishing by One Heritage Design. Both these companies
became insolvent in September and are being liquidated. The
services provided by these companies will now be offered through
our network of contractors, managed in-house.
Similarly, changes to lettings have been made which have moved
the operational function to our Manchester head office,
incorporating a new CRM system and new processes which allow us to
better communicate with our investors and landlords. We will
continue to utilise locally based agents, who understand their
market best, to provide an effective let-only function. This
separation of responsibilities will allow us to provide a
first-class service to both landlords and tenants, with our
Manchester office focusing on landlords and our local letting
agents focusing on tenants. 4. Recruit exceptional talent as we
identify new opportunities in the market and take on new
projects
Following the announcement in our interim results of the key
appointments of Mr Luke Piggin as Finance Director and Mr Martin
Crews as Development Director, we have been able to further
strengthen our platform to grow the business. We have added four
colleagues to our development team, two to our finance team and a
further seven to back office support functions.
As part of the restructure of our property services with the
Group centralising operations, Mrs Alie Horton has been appointed
post financial year end as Property Operations Director. The role
is to oversee further changes to our property management services
provision and to deliver a first class service in respect of the
increasing number of properties under management. Mrs Alie Horton
joins the Group after 16 years at CBRE and brings our headcount in
our Manchester head office to nineteen.
To enable us to maintain the high quality of service through
this period of expansion, we will be adding additional resource.
This will allow us to increase the range and quality of our
services as we seek to provide a market leading service and thus
generate more income for the Group. 5. Grow the pipeline of new
development opportunities
Over the last six months, we have continued to execute our
strategy to grow our development pipeline by acquiring Plus House,
Stockport and Bank Street, Sheffield. Both sites were acquired with
the benefit of planning permission thereby de-risking the schemes
and allowing us to progress to site in a timely manner.
We expect to continue to build our pipeline of new developments
over the next six months to allow us to redeploy capital from
completed developments next year.
The North West of England has been our core focus over the past
twelve months and we continue to see value there and no let-up in
demand from the investor market. Nevertheless, we are also looking
to expand further south into the Midlands to build on our existing
presence in Leicester (Churchgate).
Industry Overview
UK property prices have risen by 13.2% in the year to 30 June
2021, according to Land Registry data. This has been driven by a
combination of additional support from the Government, including
stamp duty holidays, extensions of existing housing schemes and
furlough scheme, along with excess savings that have been generated
by households as usual avenues for spending were interrupted. These
factors may be expected to prove temporary which may lead to a
slowdown in price growth over the next twelve months.
It should also be noted that there have been significant
differences in performance across housing types and regions.
However, all movements have been positive. Data suggests that there
has indeed been higher demand for properties offering greater space
compared to flats/maisonettes, with the latter seeing only a 7.1%
increase in prices relative to the UK average of 13.1%. Breaking
down the regional data suggests that flats/maisonettes have seen
the slowest price growth in all regions, with London (1.8%) seeing
the weakest performance and the North West (17.0%) witnessing the
highest.
Of particular note is the significant divergence in performance
property prices between the North West with an increase of 18.8%
and London with just 5.2%. This supports evidence that London has
become an exporter of people during the pandemic, with some
estimates suggesting that 8% of the population has departed. The
under-performance in house prices in London may also suggest that
the change is more permanent, as it is unlikely that households
would up-sticks to a region on a temporary basis. The next twelve
months will provide further pointers as to whether this is a
permanent trend or not, as companies begin to bring employees back
into offices. The North West has also benefited from the lower
price to income ratio compared to the South East and London.
On the cost side, the picture is less positive with a
combination of cost increases in building materials and labour
shortages creating issues across the industry. We have noted that
price inflation for key materials appears to be slowing towards the
end of our financial year, with raw material inputs dropping
significantly from their highs in 2020. However, we do not expect
to see any significant decline in overall material costs, as prices
appear resistant to downward pressure. Labour costs will be
expected to continue to rise as shortages experienced will not be
quickly rectified, given the time it takes time to train new staff.
We have noted that labour shortages and wage rises have been
greater in regions that had a higher reliance on continental
European labour and as such do not expect to see as much pressure
in the North West, versus for instance, in the South.
People and Culture
Our progress over the last twelve months has been made possible
by our people. One Heritage Group PLC is an employer that invests
in our people and we continue to look at ways in which to improve
employee engagement. An example of a successful initiative is the
new Social and Charity committee which is run by our employees.
This has seen us partner with a local charity, LifeShare, who are
focussed on homelessness and poverty in Manchester. LifeShare have
been tackling homelessness for over 35 years and make an admirable
contribution towards alleviating it in the region. We have recently
pledged a GBP1,000 donation towards their Christmas initiatives,
our staff have given additional support with significant donations
of clothing and food, and we will be participating in an upcoming
charity football event. Other fund raising has taken place in
support of Bowel Cancer UK, Mind and Motor Neurone Disease
Association. To further support these initiatives, we have provided
our employees with the option to volunteer for up to two days per
year which has been well received and allows us to give something
back to the community.
While flexible working during the pandemic had its benefits, I
am of the view that it can have a detrimental effect on those
employees who are in the early stages of their careers where
learning and development is essential. As such, we welcome having
our staff back in the office again. We continue to support our
workforce with our senior management team running regular training
sessions and we are also encouraging the attainment of professional
qualifications. We are committed to continuous professional
development as we mentor and develop our exceptional talent, as
well as creating an environment and culture in which they can
succeed.
Covid-19 impact and response
Our team have remained agile and have adapted well to the
challenges the pandemic has presented us with over the last twelve
months. We took the decision during national lockdowns to close our
office and implement full remote working to protect the safety of
our workforce and suppliers. With the roll out of the vaccination
programme and restrictions easing, all staff are now back working
safely from our Manchester office. With additional resource added
to the Group and staff returning to office working we have moved
into a larger office space which also allows for future
expansion.
We are fortunate that our own operations have been largely
unaffected during the pandemic. However, we have experienced
challenges with some partners and stakeholders having to make major
adjustments in order to adapt to a new working environment.
Overall, we have found that the majority of businesses have been
proactive and resourceful in the circumstances, and I am looking
forward to the market returning to full capacity and pre pandemic
levels of engagement and service over the coming months as more
staff return back to the office and face-to-face meetings
recommence.
ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE EVALUATION
(ESG)
Although only nine months into life as a Public Listed Company,
we are placing a significant emphasis on conducting our business
activities ethically and responsibly. I have been pleased with the
progress the Group has made as our full ESG strategy evolves .
Environmental
We are undertaking a review of our developments to identify ways
to make them greener and more environmentally friendly and reduce
our carbon footprint. Certain initiatives have been identified to
switch to greener materials which include a brown roof in our Queen
Street, Sheffield development
Social
We are committed to supporting local communities and giving back
to society, especially in regions where our developments are
located. In addition to the charitable work outlined earlier,
further steps have been taken to engage with local employers and
schools to identify ways we can work closely together. We will be
inviting local primary schools to help with planting around our
buildings and we will be collaborating with colleges and their
students studying construction. We have implemented a new staff
policy where staff are able to take an additional two days leave to
be dedicated to charitable means.
We have also introduced initiatives to enhance the well-being of
our employees which includes monthly social events, charitable
activities and an extension to our remuneration package which
includes a new employee assistance programme, which provides a
range of support tools for employees wellbeing.
Governance
We adhere to the QCA code. More details can be found on page
14.
Outlook
While property sales have remained strong and the industry has
performed well over the period, I am expecting a more normalised
level of market activity to return towards the end of 2021 and
early 2022. As mentioned above, we are currently seeing building
material price increases in the market. We will continue to work
closely with our construction partners in order to manage price
risk and minimise the impact on the viability of our
developments.
Our sales programme has largely remained unaffected during the
pandemic because our target purchasers are not owner occupiers and
are not dependant on the mortgage market and government initiates
such as Help to Buy. As the majority of our purchasers are based
overseas, they are also not reliant on 'in person' viewings either.
We continue to see strong demand for affordable housing from
registered housing providers and in August we signed an agreement
to deliver 42 apartments in Oldham for Arcon Housing, a subsidiary
of Bolton at Home with the support of Homes England. The Group
remains well placed to establish longer term relationships with
registered providers such as these to help deliver the higher
volume of affordable housing that they are seeking.
The private rental sector (PRS) market continues to experience
strong demand from overseas investors for housing across the North
of England in particular. We will continue to expand the level of
service we provide to third party investors and build on the four
development management agreements we have in place, which includes
the addition of a 58 apartment development in Sheffield on behalf
of overseas investors.
We remain positive on the outlook for the property market. The
Government's commitment to 'levelling up' is welcomed and with the
continuing undersupply of quality housing in the North West of
England, the region will continue to be an attractive area for
investment. The strong demand from overseas investors in
particular, despite the pandemic and travel restrictions, gives us
optimism about the prospects for our business as the economy
recovers.
Our core strategic objectives will remain in place over the
forthcoming period as the Group focuses on the successful delivery
of our projects, the sale of completed units, enhancing the
infrastructure needed to build our pipeline and recruiting
exceptional talent.
Chairman's statement
I was delighted to be appointed as Non-Executive Chairman to One
Heritage Group PLC in December 2020 following our successful
listing on the Standard List of the Main Market of the London Stock
Exchange. In the short time I have been with the Company, I have
been pleased to see the way in which the executive management team,
with clear focus and determination, has begun to implement our
strategy for sustainable growth. In this period I have seen the
Group complete on the acquisition of new development projects, sign
additional development management agreements and also manage a
rapid restructuring of our property management and lettings
provision following difficulties encountered by the current service
provider.
Dividend and dividend policy
The Group did not generate a profit in the financial year and is
therefore not proposing a dividend. This is in line with the
dividend policy set out in the prospectus. The Group expects to pay
a dividend in the future when it is generating recurring and
growing profits.
ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE EVALUATION
(ESG)
The Board of Directors takes our ESG responsibilities very
seriously. I am pleased that since joining the business I have been
part of a working group that has been proactive in finding ways to
promote social causes, for example through the employee led Social
and Charity Committee.
Reducing our environmental impact as a property development
business is a particularly challenging area given the outsized
contribution to carbon emissions from building materials, but even
with this I have noted that the Group is constantly looking at
greener design and material options, local procurement and working
with local communities, such as schools, to improve the local
environment. The Board see this as a priority for the business.
Whilst the business is only at the beginning of its journey,
there is a clear focus on creating a strong governance structure.
We recognise that shareholder and other stakeholder outcomes are
improved by ensuring that good governance is in place. More details
on the steps in this regard taken by the Group can be found in the
sections of this annual report which relate to the QCA Corporate
Governance Code (page 14) and The Role of the Board (page 19).
The Board believe that diversity is important to the success of
the Group in the future and was pleased to see Mrs Alie Horton join
as the Property Operations Director in the new financial year. We
are focused on ensuring that there are equal opportunities and
committed to increasing diversity.
People
Finally, I would like to thank our shareholders and other
stakeholders for their support during the first part of the Group's
journey. Most of all, I want to thank our directors and employees
throughout the business, who continue to grow with every
opportunity and challenge that they face. I am particularly
impressed by the corporate culture which is fast emerging, the
creativity and the resilience that everyone demonstrates, even in
just a short time.
David Izett
Chairman
The full version of the OHG annual report will be available on
its website shortly at https://www.oneheritageplc.com /.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 (MAR). Upon the
publication of this announcement, this inside information is now
considered to be in the public domain. For the purposes of MAR and
Article 2 of Commission Implementing Regulation (EU) 2016/1055.
Contacts
One Heritage Group plc
Jason Upton
Chief Executive Officer
Email: jason.upton@one-heritage.com
Luke Piggin
Finance Director
Email: luke.piggin@one-heritage.com
Hybridan LLP (Financial Adviser and Broker)
Claire Louise Noyce
Email: claire.noyce@hybridan.com
Tel: +44 (0)203 764 2341
About One Heritage Group
One Heritage Group PLC is a property development and management
company. It focuses on the residential sector primarily in the
north-west of England, seeking out value and maximising
opportunities for its investors. It has a team of dedicated
residential property development experts. In 2020 One Heritage
Group PLC became one of the first publicly listed residential
developers with a focus on co-living.
The Company is listed on the Standard List of the Main Market of
the London Stock Exchange, trading under the ticker OHG.
For further information, please visit the Company's website at
https://www.oneheritageplc.com/
References to page numbers throughout this announcement relates
to the page numbers within the Annual Report of the Company for the
year ended 30 June 2021.
Group's Financial Review
The maidan annual report for the financial period ended 30 June
2021 saw the NAV per share of 8.4p compared to a listing price of
10p on 23 December 2020. This was a consequence of the Group
continuing spend on scaling the business and the developments not
expecting to complete until the next financial year. During the
reporting period the Group recognised a loss of GBP0.8 million,
which reflects the salaries, professional fees and other corporate
expenses incurred in the period and the impairment of GBP0.2
million that was recognised in relation to our investment in
associate. These were offset to some extent by the performance of
the Co-living side of the business, which generated a gross profit
of GBP314,000.
Restructuring and capital raises
In advance of the Group listing on the London Stock Exchange, a
restructuring was undertaken. This involved transferring out two
subsidiaries, One Heritage Tower Limited and Harley Street
Developments Limited for a gain of GBP26,423, a debt for equity
swap which saw One Heritage Property Development Limited in Hong
Kong convert GBP2.75 million of debt into 20.7 million shares and
then the acquisition of One Heritage Property Development (UK)
Limited, known as the Trading Group, by One Heritage Group plc.
The Company was pleased to list on 23 December 2020 where
investors acquired 9,300,000 shares at 10p per share. This was
followed up with a placing and subscription on 11 February 2021
where the Company sold an additional 1,828,333 shares at 30p each,
which demonstrated investors believe in the strategy of the
Group.
Acquisitions of new properties AND SIGNING OF A DEVELOPMENT
MANAGEMENT AGREEMENT
Following the listing of the Group we have been pleased to
complete on two acquisitions, with Bank Street Sheffield acquired
for GBP800,000 and Plus House in Stockport acquired for GBP725,000.
On top of these acquisitions the Group has spent a further GBP1.7
million, including capitalised finance costs, on the developments
since the end of the calendar year with the aim to complete the
majority of our existing developments by the end of the next
financial year.
The Company was also pleased to sign a development management
agreement with One Heritage North Church Limited, to redevelop an
existing office into 58 self-contained apartments. This contributed
GBP15,000 of revenue in the financial period, as the agreement was
signed just before the period end.
Financing
The Group is fortunate to have a supportive majority
shareholder, One Heritage Property Development Limited, which
increased the shareholder facility by GBP2.5 million to GBP7.5
million, on the same terms as the existing facility with an early
repayment date on 31 December 2022 for the extended amount. As at
30 June 2021, the Group had drawdown GBP1.3 million of the
facility. This facility has been provided to ensure that we are
able to continue with developments if other financing is not
available.
Two construction finance agreements were signed in May and June
2021. These agreements cover the construction finance costs of the
developments in One Heritage Bank Street Limited and One Heritage
Oscar House Limited, and allow the Group to drawdown a gross amount
of GBP5.5 million for a period of 18 months.
The Group's policy is to capitalise finance costs from external
loan facilities against the underlying developments and during the
financial period to 30 June 2021, GBP0.3 million was capitalised.
The remaining finance costs recognised on the income statement
relate to amounts that were not capitalised and the finance lease
on the office.
Scaling the business
The loss per share of 3.1p was primarily driven by
administration costs in the business. Salary costs contributing
68.2% of the total as the Group increased the number of staff to 20
at the end of the financial period. The Group also moved into a
larger office space in the same building at the end of the period
and the Group recognised a right of use asset of GBP288,463, which
will be depreciated over the five year lease term. Other key costs
recognised relate to professional and corporate expenses, some of
which relate to being a public listed company versus previously
operating as a private company.
ONE HERITAGE COMPLETE
The Group has a 47% share in One Heritage Complete Limited,
which has five subsidiaries with various stakes between 51% and
93%. These entities have their own management team and finance
function. After the end of the financial year, information came to
light that One Heritage Maintenance Limited had become insolvent
due to a combination of structurally high costs, onerous contracts
it had signed and liabilities in excess of its assets and as such
has been placed in liquidation. At the same time, the management of
One Heritage Maintenance had received loans from other
subsidiaries. As a result of this action, another entity One
Heritage Design Limited also became insolvent and was put into
liquidation. Given this situation, the Group took the decision to
impair the stake in One Heritage Complete Limited to zero, as there
was significant uncertainty on the ability of the Group to realise
value from this entity in the future.
Statement of Directors' Responsibilities
The directors are responsible for preparing the Annual Report
and the Group and parent Company financial statements in accordance
with applicable law and regulations.
Company law requires the directors to prepare Group and parent
Company financial statements for each financial year. Under that
law they are required to prepare the Group financial statements in
accordance with international accounting standards in conformity
with the requirements of the Companies Act 2006 and applicable law
and and have elected to prepare the parent Company financial
statements in accordance with UK accounting standards and
applicable law (UK Generally Accepted Accounting Practice),
including FRS 101 Reduced Disclosure Framework. In addition the
Group financial statements are required under the UK Disclosure
Guidance and Transparency Rules to be prepared in accordance with
International Financial Reporting Standards adopted pursuant to
Regulation (EC) No 1606/2002 as it applies in the European
Union.
Under company law the directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and parent Company and of
the Group's profit or loss for that period. In preparing each of
the Group and parent Company financial statements, the directors
are required to: ? select suitable accounting policies and then
apply them consistently; ? make judgements and estimates that are
reasonable, relevant and reliable; ? for the Group financial
statements, state whether they have been prepared in accordance
withinternational accounting standards in conformity with the
requirements of the Companies Act 2006 and, as regardsthe group
financial statements, International Financial Reporting Standards
adopted pursuant to Regulation (EC) No1606/2002 as it applies in
the European Union; ? for the parent Company financial statements,
state whether applicable UK accounting standards have beenfollowed,
subject to any material departures disclosed and explained in the
financial statements; ? assess the Group and parent Company's
ability to continue as a going concern, disclosing, as
applicable,matters related to going concern; and ? use the going
concern basis of accounting unless they either intend to liquidate
the Group or the parentCompany or to cease operations, or have no
realistic alternative but to do so.
The directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the parent
Company's transactions and disclose with reasonable accuracy at any
time the financial position of the parent Company and enable them
to ensure that its financial statements comply with the Companies
Act 2006. They are responsible for such internal control as they
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to
fraud or error, and have general responsibility for taking such
steps as are reasonably open to them to safeguard the assets of the
Group and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the directors are also
responsible for preparing a Strategic Report, Directors' Report,
Directors' Remuneration Report and Corporate Governance Statement
that complies with that law and those regulations.
The directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website. Legislation in the UK governing the preparation
and dissemination of financial statements may differ from
legislation in other jurisdictions.
WEBSITE PUBLICATION
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website. Legislation in the UK governing the preparation
and dissemination of financial statements may differ from
legislation in other jurisdictions.
DIRECTORS' RESPONSIBILITIES PURSUANT TO DTR4
The Directors confirm to the best of their knowledge: ? The
financial statements have been prepared in accordance with the
applicable set of accounting standardsand Article 4 of the IAS
Regulation and give a true and fair view of the assets,
liabilities, financial positionand loss of the Company. ? The
Annual Report includes a fair review of the development and
performance of the business and thefinancial position of the
Company, together with a description of the principle risks and
uncertainties that itfaces.
By order of the Board
Jason Upton
Chief Executive Officer
19 October 2021
Financial Statements
Consolidated statement of comprehensive income
For the year/period ended 30 June
Year to Period to
GBP unless stated Notes 30 June 2021* 30 June 2020*
Unaudited
Revenue - Development management 8 124,199 -
Revenue - Co-living 8 340,168 220,000
Cost of sales - Co-living (26,400) (197,558)
313,768
Gross profit - Co-living 22,442
Write-down in investment in associate 16 (239,316) -
Other income 21,223 32,696
Administration expenses 9 (962,512) (316,705)
Other expenses (40,380) (48,643)
(783,018)
Operating (loss) for the year/period (310,210)
Profit on disposal of subsidiary 7 26,423 -
Finance expense 11 (52,382) (64,428)
(Loss) before taxation for the year/period (808,977) (374,638)
-
Taxation 12 -
(808,977)
(Loss) after taxation for the year/period (374,638)
Other comprehensive income - (22)
COMPREHENSIVE INCOME attributable to shareholders (808,977) (374,660)
Weighted average shares in issued over the period 24 26,204,555 20,700,000
(Loss) per share (GBp) (3.1) (1.3)
Diluted (loss) per share (GBp) (3.1) (1.3)
*see note 2
The accompanying notes on pages 46 to 76 form an integral part
of the financial statements
Consolidated statement of financial position
As at
As at
As at
30 June 2021*
GBP unless stated Notes 30 June 2020*
Unaudited
ASSETS
Non-current assets
Property, plant and equipment 13 442,706 165,301
Investment in associate 16 - 258,512
442,706 423,813
Current assets
Cash and cash equivalents 204,147 711,798
Inventory - developments 14 6,790,676 14,729,627
Inventory - trading property 15 435,820 1,179,657
Financial assets at fair value through profit or loss 17 397,796 897,002
Trade and other receivables 18 667,759 132,622
8,496,198 17,650,706
TOTAL ASSETS 8,938,904 18,074,519
LIABILITIES
Non-current liabilities
Borrowings 20 2,276,079 4,117,403
2,276,079 4,117,403
Current liabilities
Trade and other payables 21 649,351 666,014
Borrowings 20 3,304,103 13,665,762
3,953,454 14,331,776
TOTAL LIABILITIES 6,229,533 18,449,179
EQUITY
Share capital 24 324,283 -
Share premium 24 3,568,725 -
Retained earnings (1,183,637) (374,660)
TOTAL EQUITY 2,709,371 (374,660)
TOTAL LIABILITIES AND EQUITY 8,938,904 18,074,519
Shares in issue 32,428,333 -
Net asset value per share (GBp) 8.4 -
*see note 2
These financial statements were approved by the board of
directors on 19 October 2021 and were signed on its behalf by:
Jason David Upton
Company registration number: 12757649
The accompanying notes on pages 46 to 76 form an integral part
of the financial statements
Consolidated statement of cash flows
For the year/period ended 30 June
12 months to
Incorporation to
30 June 2021*
GBP unless stated Notes 30 June 2020*
Unaudited
Cash flows from operating activities
Loss for the year/period before tax (808,977) (374,638)
Adjustments for:
Foreign exchange - (22)
Write-down in investment in associate 16 239,316 -
Finance expense 52,382 64,428
Profit on disposal of subsidiary (26,423) -
Depreciation of property, plant and equipment 13 42,106 35,440
Movement in working capital:
Increase in trade and other receivables (166,439) (132,622)
Increase in inventories (5,564,921) (15,623,467)
(Decrease)/increase in trade and other payables 71,719 666,014
Cash from operations (6,161,237) (15,364,867)
Income taxation paid - -
Dividend received from associate 16 43,564 -
Net cash used in operating activities (6,117,673) (15,364,867)
Cash flows from investing activities
Disposal of subsidiaries, net of cash and cash equivalents (66,030) -
Purchase of interest in associate 16 - (258,512)
Purchases of property, plant and equipment 13 (31,048) (46,592)
Net cash used in investing activities (97,078) (305,104)
Financing cash flows
Issue of share capital 1,538,400 -
Cost of share issue (395,492) -
Interest paid 11 (460,253) (344,889)
Proceeds from borrowings 10,667 4,770,000
Proceeds of related party borrowing 5,046,710 11,975,192
Payments made in relation to lease liabilities 20 (32,932) (18,534)
Net cash generated from financing activities 5,707,100 16,381,769
Net change in cash and cash equivalents (507,651) 711,798
Opening cash and cash equivalents 711,798 -
Closing cash and cash equivalents 204,147 711,798
*see note 2
The Trading Group undertook a debt for equity transaction in the
year to 30 June 2021, for GBP2,750,000. This is not reflected in
the above cash flow statement. See Note 2.
The accompanying notes on pages 46 to 76 form an integral part
of the financial statements
Consolidated statement of changes in equity
For the year/period ended 30 June 2021
Share Share Retained Total
GBP unless stated
capital premium earnings Equity
Balance at 01 July 2020 (unaudited) - - (374,660) (374,660)
Loss for the period - - (808,977) (808,977)
Other comprehensive income for the year - - - -
Total comprehensive income for the year - - (1,183,637) (1,183,637)
Issue of share capital 324,283 3,964,217 - 4,288,500
Cost of share issue - (395,492) - (395,492)
Balance at 30 June 2021 324,283 3,568,725 (1,183,637) 2,709,371
For the period from incorporation to 30 June 2020
Share Share Retained Total
GBP unless stated
capital premium earnings Equity
Balance at incorporation - - - -
Loss for the period - - (374,638) (374,638)
Other comprehensive income for the period - - (22) (22)
Total comprehensive income for the period - - (374,660) (374,660)
Issue of share capital - - - -
Balance at 30 June 2020 (unaudited) - - (374,660) (374,660)
The accompanying notes on pages 46 to 76 form an integral part
of the financial statements.
Notes to the consolidated financial statements
For the year ended 30 June 2021 1. Reporting entity
One Heritage Group PLC (the "Company")(Company number: 12757649)
is a public limited company, limited by shares, incorporated in
England and Wales under the Companies Act 2006. The address of its
registered office and its principal place of trading is 80 Mosley
Street, Manchester, M2 3FX. The principal activity of the company
is that of property development.
These consolidated financial statements ("Financial Statements")
as at the end of the financial year to 30 June 2021 comprise of the
Company and its subsidiaries. A full list of companies consolidated
in these Financial Statements can be found in Note 28. 2. Group
restructuring
A group restructuring exercise was carried out during the year
as follows: ? On 12 October 2020 (effective on 31 August 2020), One
Heritage Tower Limited and Harley StreetDevelopments Limited were
transferred from One Heritage Property Developments (UK) Limited to
One Heritage PropertyDevelopments Limited via a share purchase
arrangement. A net profit of GBP26,423 was realised on disposal
(note 7); ? On 14 October 2020 GBP2,750,000 of shareholder loan was
converted into 20,699,900 ordinary shares in OneHeritage Property
Development (UK) Limited; and, ? On 27 October 2020 One Heritage
Property Development (UK) Limited (the "Trading Group") was
acquired bythe Company. The Trading Group and the Company were
under common control by One Heritage Property DevelopmentLimited at
the time of the transaction.
The acquisition by the Company of the Trading Group is a common
control transaction under IFRS 3. The consolidation of this Group
has been prepared using the merger method. In the statement of
financial position, the acquiree's identifiable assets, liabilities
are recognised at their book values at the acquisition date. The
results of merged operations following the Group's restructure in
the period are included in the consolidated statement of
comprehensive income as if the Group has always existed.
Comparative figures are provided on the basis that the merged group
always existed. One Heritage Property Development (UK) Limited was
incorporated on 19 May 2019 and the comparative period is from
incorporation of this entity to 30 June 2020. 3. Measuring
convention
The financial statements are prepared on the historical cost
basis except that the following assets and liabilities are stated
at their fair value: financial assets at fair value through profit
or loss. 4. Basis of preparation
This is the first reporting period, as the Company was
incorporated on 21 July 2020. The Group's financial statements are
prepared in accordance with international accounting standards in
conformity with the requirements of the Companies Act 2006. The
Company has elected to prepare its parent company financial
statements in accordance with FRS 101. These are presented on pages
77 to 83. In addition, the Group financial statements are required
under the UK Disclosure Guidance and Transparency Rules to be
prepared in accordance with International Financial Reporting
Standards adopted pursuant to Regulation (EC) No 1606/2002 as it
applies in the European Union. The significant accounting policies
are set out in note 6. The accounting policies have been applied
consistently to all periods presented in these group Financial
Statements.
They were authorised for issue by the Company's Board of
Director on 39.
The Group's management review the business as a whole, while it
remains in its early stage of development. The Group considers
there is one operating segment, property, therefore does not
provide segmentation.
Going concern
Notwithstanding net current liabilities of GBP2,683,752
(excluding inventory balances totalling GBP7,226,495) as at 31
August 2021, a loss for the year then ended of GBP808,977 and
operating cash outflows for the year of GBP6,117,673, the financial
statements have been prepared on a going concern basis which the
directors consider to be appropriate for the following reasons.
The directors have prepared cash flow forecasts for the period
to 31 December 2022 which indicate that, taking account of
reasonably possible downsides, the company will have sufficient
funds, through the proceeds from sale of developments and trading
properties, repayment of loan to Robin Hood Property Development
Limited, extension of loans from One Heritage SPC and a planned
fund raise from the issue of a corporate bond, supplemented by a
loan facility from its parent company, One Heritage Property
Development Limited, to meet its liabilities as they fall due for
that period. The loan facility from the parent company is GBP7.5
million, of which GBP3.6 million remains undrawn as at 27 September
2021. This facility will be required to be utilised until the
company becomes self-funding from the other sources of funds
detailed above. As with any company placing reliance on other group
entities for financial support, the directors acknowledge that
there can be no certainty that this support will continue although,
at the date of approval of these financial statements, they have no
reason to believe that it will not do so.
Consequently, the directors are confident that the company will
have sufficient funds to continue to meet its liabilities as they
fall due for at least 12 months from the date of approval of the
financial statements and therefore have prepared the financial
statements on a going concern basis. 5. Use of judgements and
estimation uncertainty
The board has made judgements, estimates and assumptions that
affect the application of the Group's accounting policies and the
reported amounts in the financial statements. The directors
continually evaluate these judgements and estimates in relation to
assets, liabilities, contingent liabilities, revenue and expenses
based upon historical experience and on other factors that they
believe to be reasonable under the circumstances. Actual results
may differ from the judgements, estimates and assumptions.
The key areas of judgement and estimation are: ? The carrying
value of inventory: Under IAS 2: Inventories the Group must hold
developments at the lowerof cost and net realisable value. The
Group applies judgement to determine the net realisable value of
developmentsat a point in time that the property is partly
developed and compares that to the carrying value. The Group
havedetermined that all of the current developments should be held
at cost.
Measurement of fair values
A number of the Group's accounting policies and disclosures
require the measurement of fair values, for both financial and
non-financial assets and liabilities.
The Group has an established control framework with respect to
the measurement of fair values. The Finance Director has overall
responsibilities for overseeing all significant fair value
measurements, including Level 3 fair values, and reports directly
to the Board.
The Finance Director regularly reviews significant unobservable
inputs and valuation adjustments. If third party information, such
as broker prices or pricing services, is used to measure fair
values, then the Finance Director assesses the evidence obtained
from the third parties to support the conclusion that these
valuations meet the requirements of the Standards, including the
level in the fair value hierarchy in which the valuations should be
classified.
Significant valuation issues are reported to the Group's audit
committee.
When measuring the fair value of an asset or a liability, the
Group uses observable market data as far as possible. Fair values
are categorised into different levels in fair value hierarchy based
on the inputs used in the valuation techniques as follows:
-- Level 1: quotes prices (unadjusted) in active markets for
identical assets and liabilities.
-- Level 2: inputs other than quoted prices included in Level 1
that are observable for the asset orliability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices).
-- Level 3: inputs for the asset or liability that are not based
on observable market data (unobservableinputs)
If the inputs used to measure the fair value of an asset or
liability fall into different levels of the fair value hierarchy,
then the fair value measurement is categorised in its entirely in
the same level of the fair value hierarchy as the lowest level
input that is significant to the entire measurement.
The Group recognises transfer between levels of the fair value
hierarchy at the end of the reporting period during which the
change has occurred. 6. Significant accounting policies
Business Combinations (not resulting from common control
transaction)
The Group applies the acquisition method in accounting for
business combinations. The consideration transferred by the Group
to obtain control of a subsidiary is calculated as the sum of the
acquisition-date fair values of assets transferred, liabilities
incurred and the equity interests issued by the Group, which
includes the fair value of any asset or liability arising from a
contingent consideration arrangement.
Assets acquired and liabilities assumed are generally measured
at their acquisition-date fair values.
Associates are all entities over which the Group has significant
influence but not control or joint control. This is generally the
case where the group holds between 20% and 50% of the voting
rights. Investments in associates are accounted for using the
equity method of accounting, after initially being recognised at
cost.
The acquisition by the Company of the Trading Group is a common
control transaction under IFRS 3. The consolidation of this Group
has been prepared using the merger method. In the statement of
financial position, the acquiree's identifiable assets, liabilities
are recognised at their book values at the acquisition date. The
results of merged operations following the Group's restructure in
the period are included in the consolidated statement of
comprehensive income as if the Group has always existed.
Comparative figures are provided on the basis that the merged group
always existed.
Revenue
Revenue is recognised when the performance obligation associated
with the sale is completed or as the performance obligation is
completed over time where appropriate. The transaction price
comprises the fair value of the consideration received or
receivable, net of value added tax, rebates and discounts and after
eliminating sales within the Group. Revenue and profit are
recognised as follows (note 8): a. Housing sales
Revenue is recognised in profit or loss when control is
transferred to the customer. This is deemed to be when title of the
property passes to the customer on legal completion and the
performance obligation associated with the sale is completed. b.
Management fee and services
Management fees are recognised as revenue in the period to which
they relate when performance obligations are fulfilled based on
agreed transaction prices. Variable performance fees are estimated
based on the expected value and are only recognised over time as
performance obligations are fulfilled when progress can be measured
reliably and to the extent that a significant reversal of revenue
in a subsequent period is unlikely. c. Other income
The Group generates rental income from Trading Properties. This
has been recognised as other income rather than revenue as it is
not expected to be a reoccurring source of income and is not a main
trading activity of the Group.
Cost of sales
The Group determines the value of inventory charged to cost of
sales based on the total budgeted cost of developing a site. Once
the total expected costs of development are established, they are
allocated to individual plots to achieve a standard build cost per
plot.
To the extent that additional costs or savings are identified as
the site progresses, these are recognised over the remaining plots
unless they are specific to a particular plot, in which case they
are recognised in profit or loss at the point of sale.
Operating profit/(loss)
Operating profit/(loss) is the Group's total earnings from its
core business functions for a given period, excluding the deduction
of interest and taxes and the gain/(loss) on sale of subsidiaries
and associates.
Financial guarantees
A financial guarantee contract is initially recognised at fair
value. At the end of each subsequent reporting period, financial
guarantees are measured at the higher of: ? The amount of the loss
allowance, and ? The amount initially recognised less cumulative
amortisation, where appropriate.
The amount of the loss allowance at each subsequent reporting
period equals the 12-month expected credit losses. However, where
there has been a significant increase in the risk that the
specified debtor will default on the contract, the calculation is
for lifetime expected credit losses.
Finance income
Interest income on bank deposits is recognised on an accruals
basis. Also included in interest receivable are interest and
interest-related payments the Group receives on other receivables
and external loans.
Finance costs
Borrowing costs are recognised on an accruals basis and are
payable on the Group's borrowings and lease liabilities. Also
included are the amortisation of fees associated with the
arrangement of the financing.
Finance charges, including premiums payable on settlement or
redemption, and direct issue costs, are accounted for on an
accruals basis in profit or loss using the effective interest
method and are added to the carrying amount of the instrument to
the extent that they are not settled in the period in which they
arise.
Specific or general borrowing costs are capitalised if they are
directly attributable to the acquisition, construction or
production of qualifying assets which are assets that necessarily
take a substantial period of time to get ready for sale. The group
considers that its inventories are qualifying assets.
Foreign currencies
These consolidated financial statements are presented in Pound
sterling, which is the Company's functional and presentational
currency.
The individual financial statements of each Group company are
presented in Pound Sterling, the currency of the primary economic
environment in which it operates (its functional currency).
Transactions in currencies other than the functional currency are
recorded at the rates of exchange prevailing on the dates of the
transactions. At each reporting date, monetary assets and
liabilities that are denominated in foreign currencies other than
the functional currency are retranslated at the rates prevailing at
the statement of financial statement date.
Leases
The Group as a lessee
The Group assesses at inception whether a contract is, or
contains, a lease. A lease exists if the contract conveys the right
to control the use of an identified asset for a period of time in
exchange for consideration.
The Group assessment includes whether: ? the contract involves
the use of an identified asset; ? the Group has the right to obtain
substantially all of the economic benefits from the use of the
assetthroughout the contract period; and ? the Group has the right
to direct the use of the asset.
At the commencement of a lease, the Group recognises a
right-of-use asset along with a corresponding lease liability.
The lease liability is initially measured at the present value
of the remaining lease payments, discounted using the Group's
incremental borrowing rate. The lease term comprises the
non-cancellable period of the contract, together with periods
covered by an option to extend the lease where the Group is
reasonably certain to exercise that option based on operational
needs and contractual terms. Subsequently, the lease liability is
measured at amortised cost by increasing the carrying amount to
reflect interest on the lease liability and reducing it by the
lease payments made. The lease liability is remeasured when the
Group changes its assessment of whether it will exercise an
extension or termination option.
Right-of-use assets are initially measured at cost, comprising
the initial measurement of the lease liability adjusted for any
lease payments made at or before the commencement date, estimated
asset retirement obligations, lease incentives received and initial
direct costs. Subsequently, right-of-use assets are measured at
cost, less any accumulated depreciation and any accumulated
impairment losses, and are
adjusted for certain remeasurements of the lease liability.
Depreciation is calculated on a straight-line basis over the length
of the lease.
Right-of-use assets are presented within non-current assets on
the face of the statement of financial position, and lease
liabilities are shown separately on the statement of financial
position date in current liabilities and non-current liabilities
depending on the length of the lease term.
Property, plant and equipment
Property, plant and equipment are stated at cost less
accumulated depreciation, and accumulated impairment losses.
Depreciation is recognised so as to write off the cost or
valuation of assets less their residual values over their useful
lives, using the straight-line method. The estimated useful lives,
residual values and depreciation method are reviewed at each year
end, with the effect of any changes in estimate accounted for on a
prospective basis.
The gain or loss on the disposal or retirement of an item of
property, plant and equipment is determined as the difference
between the sales proceeds and the carrying amount of the asset as
is recognised in the profit and loss.
Depreciation is provided at the following annual rates in order
to write off each asset over its estimated useful life:
Fixtures and fittings 15% on cost
Office equipment 15% on cost
Motor vehicles 25% on cost
Impairment of tangible and intangible assets
At each reporting date, the Group reviews the carrying amounts
of its tangible and intangible assets to determine whether there is
any indication that those assets have suffered an impairment loss.
If any such indication exists, the recoverable amount of the asset
is estimated to determine the extent of the impairment loss (if
any). Where the asset does not generate cash flows that are
independent from other assets, the Group estimates the recoverable
amount of the cash-generating unit to which the asset belongs.
The recoverable amount is the higher of fair value less costs to
sell and value in use. In assessing value in use, the estimated
future cash flows are discounted to their present value, using a
pre-tax discount rate that reflects current market assessments and
the risks specific to the asset.
If the recoverable amount of an asset or cash-generating unit is
estimated to be less than its carrying amount, the carrying amount
of the asset or cash-generating unit is reduced to its recoverable
amount. An impairment loss is recognised as an expense immediately
in the profit and loss.
Where an impairment loss subsequently reverses, due to a change
in circumstances or in the estimates used to determine the asset's
recoverable amount, the carrying amount of the asset or
cash-generating unit is increased to the revised estimate of its
recoverable amount, so long as it does not exceed the original
carrying value prior to the impairment being recognised. A reversal
of an impairment loss is recognised as income immediately in the
statement of comprehensive income.
Financial instruments
Financial assets
Financial assets are initially recognised at fair value and
subsequently classified into one of the following measurement
categories:
-- Measured at amortised cost
-- Measured subsequently at fair value through profit or loss
("FVTPL")
-- Measured subsequently at fair value through other
comprehensive income ("FVOCI")
The classification of financial assets depends on the Group's
business model for managing the asset and the contractual terms of
the cash flows. Assets that are held for the collection of
contractual cash flows that represent solely payments of principal
and interest are measured at amortised cost, with any interest
income recognised in profit or loss using the effective interest
rate method.
Financial assets that do not meet the criteria to be measured at
amortised cost are classified by the Group as measured at FVTPL.
Fair value gains and losses on financial assets measured at FVTPL
are recognised in profit or loss and presented within net operating
expenses.
The Group currently has no financial assets measured at
FVOCI.
Trade and other receivables
Trade and other receivables are measured at amortised cost, less
any loss allowance.
Cash and cash equivalents
Cash and cash equivalents comprise cash held by the Group and
short-term bank deposits with an original maturity of three months
or less from inception and are subject to insignificant risk of
changes in value.
Impairment of financial assets
The Group assesses on a forward-looking basis the expected
credit loss associated with its financial assets carried at
amortised cost. The impairment methodology applied depends on
whether there has been a significant increase in credit risk. For
trade receivables, the Group applies the simplified approach
permitted by IFRS 9, which requires expected lifetime losses to be
recognised from initial recognition of the receivables.
Financial liabilities
Financial liabilities are initially recognised at fair value and
subsequently classified into one of the following measurement
categories:
-- Measured at amortised cost
-- Measured subsequently at fair value through profit or
loss
Non-derivative financial liabilities are measured at FVTPL when
they are considered held for trading or designated as such on
initial recognition.
The Group has no non-derivative financial liabilities measured
at FVTPL.
Borrowings
Borrowings are allocated to either specific or general
borrowings and initially recognised at fair value, net of
transaction costs incurred and subsequently measured at amortised
cost. Specific or general borrowing costs are capitalised if they
are directly attributable to the acquisition, construction or
production of
qualifying assets which are assets that necessarily take a
substantial period of time to get ready for sale. These are added
to the cost of those assets, until such time as the assets are
substantially ready for their intended use or sale.
All other borrowing costs are recognised in profit or loss in
the period in which they are incurred.
Debt for equity conversion
Debt/equity conversions are accounted for at the carrying value
of the debt, if between company/group and a controlling
shareholder.
Trade and other payables
Trade and other payables are measured at amortised cost. When
the acquisition of land has deferred payment terms a land creditor
is recognised. Payables are discounted to present value when
repayment is due more than one year after initial recognition or
the impact is material.
Customer deposits
Customer deposits are recorded as deferred income on receipt and
released to profit or loss as revenue upon legal completion.
Equity instruments
An equity instrument is any contract that evidences a residual
interest in the assets of the Group after deducting all of its
liabilities. Equity instruments issued by the Company are recorded
as the proceeds are received, net of direct issue costs.
Inventory - developments
Inventories are initially stated at cost and held at the lower
of this initial amount and net realisable value. Costs comprise
direct materials and, where applicable, direct labour and those
overheads that have been incurred in bringing the inventories to
their present location and condition.
Net realisable value represents the estimated selling price
based on intended use less all estimated costs of completion and
costs to be incurred in marketing, selling and distribution. Land
is recognised in inventory when the significant risks and rewards
of ownership have been transferred to the Group.
Non-refundable land option payments are initially recognised in
inventory. They are reviewed regularly and written off to profit or
loss when it is probable that the option will not be exercised.
Inventory - trading properties
Trading property comprises those properties that in the
Directors' view are not held for long-term rental income or capital
appreciation and are expected to be disposed of within one year of
the reporting date or to be refurbished with the intention to
sell.
Trading property is carried at the lower of cost and net
realisable value. Net realisable value is the estimated selling
price based on intended use in the ordinary course of business,
less the estimated costs of completion and selling costs.
The amount of any write down of trading property to net
realisable value is recognised as an expense in the period the
write down occurs. Should a valuation uplift occur in a subsequent
period, the amount of any reversal shall be recognised as a
reduction in the previous write down in the period in which the
uplift occurs. This may not exceed the property's cost.
The sale of trading property is recognised as revenue when the
buyer obtains control of the property. Total costs incurred in
respect of trading property are recognised simultaneously as a cost
of sale.
Taxation
The tax charge represents the sum of the tax currently payable
and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the
period. Taxable profit differs from profit before tax as reported
in the profit and loss because it excludes items of income or
expense that are taxable or deductible in other years, and it
further excludes items that are never taxable or deductible. The
Group's liability for current tax is calculated using tax rates
that have been enacted or substantively enacted at the reporting
date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in
the computation of taxable profit. Deferred tax liabilities are
generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which
deductible temporary differences can be utilised.
Such assets and liabilities are not recognised if the temporary
difference arises from goodwill or from the initial recognition
(other than in a business combination) of other assets and
liabilities in a transaction that affects neither the taxable
profit nor the accounting profit.
Deferred tax liabilities are also recognised for taxable
temporary differences arising on investments in subsidiaries and
interests in joint ventures, except where the Group is able to
control the reversal of the temporary difference and it is probable
that the temporary difference will not reverse in the foreseeable
future.
Deferred tax is measured on a non-discounted basis using the tax
rates and laws that have been enacted or substantively enacted by
the reporting date.
The carrying amount of deferred tax assets is reviewed at each
reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow
all or part of the asset to be recovered. Deferred tax is charged
or credited to the profit and loss, except when it relates to items
charged or credited directly to other comprehensive income or
equity, in which case the deferred tax is also dealt with in other
comprehensive income or equity.
Share capital
Ordinary shares are classified as equity. Any incremental costs
directly attributable to the issue of new shares are shown in
equity as a deduction, net of tax, from the proceeds. 7. Disposal
of subsidiaries
On 12 October 2020 (effective 31 August 2020), the Group sold
the entire equity in One Heritage Tower Limited and Harley Street
Developments Limited as part of the restructuring in advance of
listing. Following the disposal, the Group signed a development
management agreement with One Heritage Tower Limited and advanced a
profit participation loan to Harley Street Developments
Limited.
Results of disposed entities
Two months to
31 August
GBP unless stated
2020
Unaudited
Revenue 3,522
Expenses (29,548)
Results from operations (26,026)
Assets and liabilities of disposed of entities
As at
31 August
GBP unless stated
2020
Unaudited
Cash and cash equivalents 108,488
Inventory - developments 13,959,006
Inventory - trading property 768,651
Related party receivable 490,455
Trade and other receivables 156,515
Total assets 15,483,115
Interest bearing borrowings (4,000,000)
Related party payable (10,960,325)
Trade and other payables (506,755)
Total liabilities (15,467,080)
Net assets 16,035
Disposal price 42,458
Profit on disposal 26,423 8. Revenue
The Group generates its revenue primarily from development
management agreements and co-living profit participation payments.
Other sources of revenue include rental income from Trading
Properties.
12 months to Period to
GBP unless stated 30 June 2021 30 June 2020
Unaudited
Revenue
Co-living 340,168 220,000
- Trading property - 220,000
- Profit participation 340,168 -
Development management 124,199 -
464,367 220,000
Cost of sales
Co-living 26,400 197,558
- Trading property - 197,558
- Profit participation 26,400 -
The Group has three development management agreements with One
Heritage Tower Limited, ACT Property Holding Limited and One
Heritage North Church Limited. The Group earns a management fee of
0.75% (GBP101,467) of costs incurred to date per month and a 10%
share of net profit generated by the development through the
agreement with One Heritage Tower Limited. The Group is also
entitled to 1% of any external debt or equity funding raised on
behalf of the development. The ACT Property Holding Limited
agreement has a 20% profit share of the net profit generated by the
development.
The One Heritage North Church Limited agreement splits the fees
into three: 1. 2% of total development cost (GBP7,732) , paid
monthly over the period of the development; 15% of net profit, paid
on completion; 1% on any debt finance raised. During the year the
Group earned a 1.0% fee (GBP15,000) in relation to the signing of
the One Heritage North Church Limited Investment Agreement, agreed
by the parties.
The Group has not recognised any revenue linked to the profit
share element of these agreement as the transaction price is
variable and the amount cannot be reliably determined at this
time.
The Group has 3 profit participation agreements that entitle the
Group to a 15% share of profits on completed Co-living housing
sales. Revenue is recognised when a sale is complete. In the period
the Group generated revenue of GBP340,168 (30 June 2020: nil) from
these agreements with Robin Hood Property Development Limited
(GBP276,593, 30 June 2020: nil), Mosley Limited (GBP57,682, 30 June
2020: nil) and Harley Street Property Developments Limited
(GBP5,893, 30 June 2020: nil).
In the prior period the Group sold a Trading Property, which
represented all of the Co-living revenues in that period and
corresponding cost of sale recognised. No Trading Property's were
sold in the financial year.
The development management and Co-living revenues in the current
year have been generated through related parties. Further details
can be found in note 25.
Revenue is measured based on the consideration specified in a
contract with a customer. The Group recognises revenue when it
transfers control over a good or service to a customer.
The following table provides information about the nature and
timing of the satisfaction of performance obligations in contracts
with customers, including significant payment terms, and related
revenue recognition policies.
Type of Nature and timing of satisfaction of performance
product/ obligations, including significant payment terms Revenue recognition policies
service
Development management recognition is split into three
elements; management fee, arrangement fees and a
profit share on a final transaction.
Management fee
The performance obligation is that the Group remains
the development manager on the site and undertakes the
scope of works in the agreement. Payment is due on a Revenue for the management fee is recognised
monthly basis after the service has been undertaken. monthly as long as the group continues to be the
development manager during the relevant
calculation period.
Development Arrangement fee
management
The performance obligation is at the point that the Assuming that the Group continues to be the
service is completed. Payment is due after completion. development manager the group will look to
recognise income from a profit share once the
costs and proceeds of a particular site can be
reliably estimated and unlikely to be reversed.
Profit share
Assuming that the Group has performed the scope of
works effectively (its performance obligation), it is
entitled to a share of the profits at the end of the
project. The payment for this is made at the end of
the project.
No warranties are provided.
The Group offers a profit participation loan (the
obligation) to the relevant entity and in return it
expects 15.0% of the net profit on completed property
transactions (its compensation). These are defined as
the Proceeds, less the acquisition and project costs
Completed transactions are defined as at exchange,
Co-living where the rights and responsibilities of the property Revenue is recognised on completion of a property
fall to another party. sale where it is irreversible.
The payment for these amounts are made after the
calendar quarters the amount relates to.
No warranties are provided. 9. Administration expenses
12 months to Period to
GBP unless stated 30 June 2021 30 June 2020
Unaudited
Staff costs 544,980 63,823
Depreciation 42,106 35,440
Auditors remuneration 62,500 28,500
Other administration expenses 312,926 188,942
962,512 316,705 10. Staff costs and employees
12 months to Period to
GBP unless stated 30 June 2021 30 June 2020
Unaudited
The aggregate remuneration comprised:
- Wages and salaries 488,082 58,181
- National insurance 51,679 5,089
- Pension costs 5,219 553
Average number of employees 11 4 11. Finance costs
12 months to Period to
GBP unless stated 30 June 2021 30 June 2020
Unaudited
Interest charged on lease liabilities 6,207 5,356
Interest paid on borrowings 460,253 344,889
Amount capitalised in disposed subsidiaries (68,000) -
Amount capitalised (346,078) (285,817)
52,382 64,428 12. Income tax expense
The Group has generated a loss in the year and the period
before, and therefore has not recognised any taxation charge or
credit.
Tax losses carried forward
Tax losses for which no deferred tax asset was recognised expire
as follows:
12 months to Period to
GBP unless stated 30 June 2021 30 June 2020
Unaudited
Tax (losses) (569,661) (242,794)
Accumulated carried forward losses 812,455 242,794
The carried forward losses do not expire as they relate to
trading activity that is expected to continue.
Reconciliation of effective tax rate
12 months to Period to
GBP unless stated 30 June 2021 30 June 2020
Unaudited
Loss for the year/period (808,977) (374,660)
Total tax expense - -
Loss excluding taxation (808,977) (374,660)
Tax using the UK corporate tax rate of 19% 153,706 71,185
Current year losses for which no deferred tax asset was recognised (108,236) (46,131)
Non-deductible expenses (45,470) (25,054)
Total taxation expense - - 13. Property, plant and equipment
As at 30 June 2021
Right Office Motor
GBP unless stated Fixtures and fittings Total
of use Equipment vehicles
Cost
At 30 June 2020 (unaudited) 154,149 4,169 8,433 33,990 200,741
Additions 288,463 9,904 20,500 644 319,511
At 30 June 2021 442,612 14,073 28,933 34,634 520,252
Accumulated depreciation
At 30 June 2020 (unaudited) 28,261 407 1,107 5,665 35,440
Charge for the period 30,829 1,271 1,436 8,570 42,106
At 30 June 2021 59,090 1,678 2,543 14,235 77,546
Carrying amount
At 30 June 2020 (unaudited) 125,888 3,762 7,326 28,325 165,301
At 30 June 2021 383,522 12,395 26,390 20,399 442,706
As at 30 June 2020
Right Office Motor
GBP unless stated Fixtures and fittings Total
of use Equipment Vehicles
Cost
At Period - - - - -
Additions 154,149 4,169 8,433 33,990 200,741
At 30 June 2020 (unaudited) 154,149 4,169 8,433 33,990 200,741
Accumulated depreciation
At Period - - - - -
Additions 28,261 407 1,107 5,665 35,440
At 30 June 2020 (unaudited) 28,261 407 1,107 5,665 35,440
Carrying amount
At Period - - - - -
At 30 June 2020 (unaudited) 125,888 3,762 7,326 28,325 165,301
On 11 June 2021 the Group leased additional office space at its
registered office. It recognised a right-of-use of GBP288,463
(2020: 154,149) in relation to this.
Right of use asset
30 June 2021 30 June 2020
GBP unless stated
Unaudited
Amount recognised in the statement of financial position:
Right of use
Buildings 383,522 125,888
383,522
Lease liability
Non-current 337,742 117,403
Current 64,967 23,568
402,709 140,971
12 months to Period to
GBP unless stated 30 June 2021 30 June 2020
Unaudited
Amount recognised in the profit and loss:
Depreciation on right of use building 30,829 28,261
Interest expense 6,207 5,346
Amount recognised in the statement of cash flow:
Lease payments made 32,932 18,534
Break options
The lease for the office has an option to break the lease after
5 years. The right-of-use asset has been calculated on the
assumption that the break clause is taken up. 14. Inventory -
developments
30 June 2021 30 June 2020
GBP unless stated
Unaudited
Residential developments
- Land 4,112,644 11,788,736
- Construction and development costs 2,277,902 2,674,195
- Capitalised interest 400,130 266,696
6,790,676 14,729,627
As at 30 June 2021 there was a charge on the inventory held
within One Heritage Lincoln House Limited. The value of this was
GBP1,650,031 (30 June 2020: GBP14,677,347) and was pledged as
security for bank loan.
The Group has a non-refundable right to purchase land at
Churchgate, Leicester, which will result in the Group paying an
additional GBP120,000 on the successful approval of planning on the
property. The Group has recognised GBP131,235 (30 June 2020:
GBP52,280) in inventory in relation to this in the period. 15.
Inventory - trading properties
30 June 2021 30 June 2020
GBP unless stated
Unaudited
Opening 1,179,657 -
Disposals (768,651) (197,558)
Additions 24,814 1,377,215
Closing 435,820 1,179,657
As at 30 June 2021 GBP27,368 (30 June 2020: GBP19,121) of
interest was capitalised. 16. Investment in associate
On 17 March 2019, the Group invested GBP258,512 to acquire a
47.0% stake in One Heritage Complete Limited. One Heritage Complete
provides letting and facilities and property management for
investors in Co-living properties. Post year end a subsidiary of
One Heritage Complete Limited, namely One Heritage Maintenance
Limited was put into liquidation and the investment in associate
has been written down to nil.
Reconciliation of investment in associate
30 June 2021 30 June 2020
GBP unless stated
Unaudited
Opening 258,512 -
Additions - 258,512
Write down of investment in associate (239,316) -
Dividend received (19,196) -
Closing - 258,512
The Group has not disclosed financial information for the
associate due to the lack of reliable financial information.
Due to the uncertainty around the profitability of One Heritage
Maintenance Limited, the Group has taken a provision against the
dividends received from this entity in the year totalling
GBP24,368. 17. Financial assets at FVTPL
30 June 2021 30 June 2020
GBP unless stated
Unaudited
Opening 897,002 -
Drawdown - 897,002
Repayment (839,374) -
Profit recognised in the period 340,168 -
397,796 897,002
The Group has loans outstanding to related parties outside of
the Group to Robin Hood Property Development Limited for GBP397,796
(30 June 2020: GBP517,277) and repaid loans to Harley Street
Developments Limited (30 June 2020: GBP379,727). The loan
agreements entitle the Group to 15% of the net profits on each
Co-living property sale. These have been classified as assets at
FVTPL and are level 3 in fair value hierarchy. The loans can be
repaid at any time by the borrower.
These financial assets are considered due from related parties,
further details can be found in note 25. 18. Trade and other
receivables
30 June 2021 30 June 2020
GBP unless stated
Unaudited
Trade receivables 150,052 11,038
Other debtors 206,168 -
VAT receivable 292,204 120,584
Related party receivable 19,335 1,000
667,759 132,622
Loan facility fees of GBP178,743 were paid to cover the
negotiation and arrangement of facilities which will be offset
against the respective loans when drawn. Such fees are deferred if
it is probable that a facility will be drawn down.
The amounts due from One Heritage Tower Limited of GBP19,335 is
both interest free and repayable on demand. The Company has an
outstanding loan of GBP1,000 (30 June 2020: GBP1,000) to the
directors. No interest is charged on these amounts and are
repayable on demand.
Trade receivables includes GBP121,760 due from One Heritage
Tower Limited and GBP27,278 due from One Heritage North Church
Limited, in relation to development management services (see Note
8).
These financial assets are considered due from related parties,
further details can be found in note 25.
Management consider that the credit quality of the various
receivables is good in respect of the amounts outstanding, there
have been no increases in credit risk and therefore credit risk is
considered to be low. Therefore, no expected credit loss provision
has been recognised. 19. Capital management
The Group defines capital as the Group's shareholder equity and
borrowings. The Group's policy is to maintain a strong capital base
so as to maintain, investor, creditor and market confidence and to
sustain future development of the business. Management monitors the
return on capital, as well as the level of external debt in the
business.
The Group monitors capital using a ratio of 'net debt' to
shareholder equity. Net debt is calculated as total liabilities (as
shown in the statement of financial position) less cash and cash
equivalents. The Group's policy is to keep the ratio below 3.0. The
Group's net debt to equity at 2.0 was as follows:
30 June 2021 30 June 2020
GBP unless stated
Unaudited
Total borrowings 5,580,182 17,783,165
Less: cash and cash equivalents (204,147) (711,798)
Net debt 5,376,035 17,071,367
Total equity 2,709,371 (374,660)
Net debt to equity ratio 2.0 (45.6) 20. Loans and borrowings
30 June 2021 30 June 2020
GBP unless stated
Unaudited
Non-current
Lease liability (note 13) 337,742 117,403
Related party borrowings 1,748,927 -
Loan 189,410 4,000,000
2,276,079 4,117,403
Current
Lease liability (note 13) 64,967 23,568
Related party borrowings 2,469,136 12,872,194
Loan 770,000 770,000
3,304,103 13,665,762
-
5,580,182 17,783,165
On 28 February 2020 a subsidiary, Lincoln House Property
Development Limited, drew down on a GBP770,000 12-month loan with
Wright (Holdings) Pension Scheme. The loan has a fixed rate of
interest of 0.95% interest per calendar month and the full amount
is repayable on expiry. A legal mortgage has been taken out by the
borrower over the land and there is a guarantee from the Company.
On 05 March 2021 this was extended for a further 12 months.
On 20 May 2021 a subsidiary, One Heritage Oscar House Limited,
signed a loan agreement with Lyell Trading Limited. This was for a
gross amount of construction finance totalling GBP3,514,557. This
had a term of 18 months and is to be drawn down to fund costs
incurred by the development in that subsidiary. As at 30 June 2021,
the balance of the loan was GBP139,360. The Group incurs an
interest cost on drawdown funds of 9.6% per annum. On signing of
the agreement the Group paid an arrangement fee of GBP80,701 and
will pay an exit fee of GBP40,351 on final repayment. The Company
has provided a financial guarantee of GBP1,008,764 over the loan.
The loan has two covenants that are linked to the underlying
development, the loan to development cost of 71.0% and a loan to
value of 65.0%, which have both been complied with during the
reporting period.
On 18 June 2021 a subsidiary, One Heritage Bank Street Limited,
signed a loan agreement with Together Commercial Finance Limited.
This was for a gross amount of construction finance totalling
GBP1,985,000. This had a term of 18 months and is to be drawdown
down to fund costs incurred by the development in that subsidiary.
As at 30 June 2021, the Group had drawn down GBP50,050 of the loan.
The Group incurs an interest cost on drawdown funds of 10.7% per
annum. On signing of the agreement the Group paid an arrangement
fee of GBP9,850 and will pay an exit fee of GBP17,084 on final
repayment. The loan has two covenants that are linked to the
underlying development, the loan to development cost of 70.0% and a
loan to value of 70.0%, which have both been complied with during
the reporting period.
Related party borrowings
During the year the Group repaid loans from One Heritage Tower
Limited amounting to GBP653,972 and Mosley Property Limited of
GBP260,616. The Group owes ACT Property Developments Limited
amounting to GBP92,285 (30 June 2021: GBP229,487). The loans are
interest free and are repayable on demand.
On 22 July 2020 and 11 August 2020 the Trading Group received
loans worth GBP1,135,000 and GBP1,007,000 respectively from One
Heritage SPC. As at 30 June 2021, GBP127,992 and GBP106,935
respectively of interest had been accrued against the loans. Each
has a term of 18 months with an annual interest rate of 12 per
cent.
The Group has signed a GBP5.0 million loan facility with One
Heritage Property Development Limited on 21 September 2020. This
can be drawn down as required and is to be repaid on 31 December
2024. The facility has an interest rate of 7.0%. On 18 February
2021 the facility was increased by GBP2.5 million to GBP7.5
million, with the additional amount having a repayment date of 31
December 2022. As at 30 June 2021 the Group had drawdown
GBP1,748,852 of the facility.
Terms and repayment schedule
The terms and conditions of outstanding loans are as
follows:
30 June 2021 30 June 2020
Unaudited
Nominal interest Maturity Face Face Carrying
GBP unless stated Currency rate Carrying amount
Date value value Amount
Wright (Holdings) Pension Scheme GBP 12.0% Mar 22 770,000 770,000 770,000 770,000
Together Commercial Finance1 GBP 10.7% Jul 22 - - 4,000,000 4,000,000
ACT Property Holding GBP 0.0% n/a 92,285 92,285 229,487 229,487
One Heritage Property GBP 0.0% n/a - - 2,411,482 2,411,482
Development
One Heritage Development GBP 0.0% n/a - - 10,231,225 10,231,225
One Heritage SPC GBP 12.0% Jan 22 1,262,992 1,262,992 - -
One Heritage SPC GBB 12.0% Feb 22 1,113,935 1,113,935 - -
Lyell Trading Limited GBP 9.6% Nov 22 139,360 139,360 - -
Together Commercial Finance GBP 10.7% Dec 22 50,050 50,050 - -
One Heritage Property GBP 7.0% Dec 24 1,748,852 1,748, 852 - -
Development
5,177,473 5,177,473 17,642,194 17,642,194
1This loan was disposed of when the Group sold the entire equity
in One Heritage Tower Limited, see note 7.
Reconciliation of movements of liabilities to cash flows from
financing activities
Liabilities Equity
Lease Share
GBP unless stated Other loans and capital/ Retained Total
borrowings liabilities earnings
Premium
Balance as at 01 July 2020 (unaudited) 16,745,192 140,971 - - 16,886,163
Changes from financing cash flows
Proceeds from issue of share capital - - 3,893,008 - 3,893,008
Proceeds from loans and borrowings 189,410 - - - 189,410
Proceeds from related party borrowings 2,294,633 - - - 2,294,633
Payment of lease liabilities - (32,932) - - (32,932)
Total changes from financing cash flows 2,484,043 (32,932) 3,893,008 - 6,344,119
Changes arising from obtaining or losing control of (13,972,457) - - - (13,972,457)
subsidiaries or other businesses
Other changes - - - - -
Liability related
New leases - 288,463 - - 288,463
Capitalised borrowing costs 346,078 - - - 346,078
Interest expense 46,175 6,207 - - 52,382
Interest paid (460,253) - (460,253)
Total liability-related other changes (68,000) 294,670 - - 226,670
Total equity-related other changes - - - - -
Balance as at 30 June 2021 5,188,778 402,709 3,893,008 - 9,484,495
Liabilities Equity
Lease Share
GBP unless stated Other loans and capital/ Retained Total
borrowings liabilities earnings
premium
Balance as at 01 July 2020 (unaudited) - - - - -
Changes from financing cash flows
Proceeds from issue of share capital - - - - -
Proceeds from loans and borrowings 4,770,000 - - - 4,770,000
Proceeds from related party borrowings 11,975,192 - - - 11,975,192
Payment of lease liabilities - (18,534) - - (18,534)
Total changes from financing cash flows 16,745,192 (18,534) - - 16,726,658
Changes arising from obtaining or losing control of - - - - -
subsidiaries or other businesses
Other changes
Liability related
New leases - 154,149 - - 154,149
Capitalised borrowing costs 285,817 - - - 285,817
Interest expense 59,072 5,356 - - 64,428
Interest paid (344,889) - - - (344,889)
Total liability-related other changes - 159,505 - - 159,505
Total equity-related other changes - - - - -
Balance as at 30 June 2021 16,745,192 140,971 - - 16,886,163 21. Trade and other payables
30 June 2021 30 June 2020
GBP unless stated
Unaudited
Trade payables 549,317 378,417
Accruals and prepayments 56,341 283,650
Provision 24,368 -
PAYE payable 19,325 3,947
649,351 666,014
Trade payables and accruals relate to amounts payable at the
reporting date for services received during the period.
During the year the Group made a provision against the dividends
received from an associate (note 16).
The company has financial risk management policies in place to
ensure that all payables are paid within the credit timeframe.
Transactions between the Company and its subsidiaries, which are
related parties, have been eliminated on consolidation and are not
disclosed in this note. 22. Financial instruments - fair value and
risk management
Accounting classifications and fair values
The following table shows the carrying amounts and fair values
of financial assets and financial liabilities, including their
levels in the fair value hierarchy. It does not include fair value
information for financial assets and financial liabilities not
measured at fair value if the carrying amount is a reasonable
approximation of fair value.
As at 30 June 2021
Carrying value Fair value
Other
GBP unless stated Financial assets at Total Level 1 Level Level 3 Total
amortised cost financial 2
liabilities
Financial assets not measured at
fair value
Trade and other receivables 667,759 - 667,759 - - 667,759 667,759
Cash and cash equivalents 204,147 - 204,147 204,147 - - 204,147
871,906 - 871,906 204,147 - 667,759 871,906
Financial liabilities not measured
at fair value
Secured bank loans - 959,410 959,410 - - 959,410 959,410
Related party borrowings - 4,218,063 4,218,063 - - 4,218,063 4,218,063
Lease liability - 402,709 402,709 - - 402,709 402,709
Trade and other payables - 649,351 649,351 - - 649,351 649,351
- 6,229,533 6,229,533 - - 6,229,533 6,229,533
As at 30 June 2020 (unaudited)
Carrying value Fair value
Other
GBP unless stated Financial assets at Total Level 1 Level Level 3 Total
amortised cost financial 2
liabilities
Financial assets not measured at
fair value
Trade and other receivables 132,622 - 132,622 - - 132,622 132,622
Cash and cash equivalents 711,798 - 711,798 711,798 - - 711,798
844,420 - 844,420 711,798 - 132,622 844,420
Financial liabilities not
measured at fair value
Secured bank loans - 4,770,000 4,770,000 - - 4,770,000 4,770,000
Unsecured bank loans - - - - - - -
Related party borrowings - 12,872,194 12,872,194 - - 12,872,194 12,872,194
Lease liability - 140,971 140,971 - - 140,971 140,971
Trade and other payables - 666,014 666,014 - - 666,014 666,014
- 18,449,179 18,449,179 - - 18,449,179 18,449,179
Valuation technique and significant unobservable inputs
The following tables show the valuation techniques used in
measuring Level 2 and Level 3 fair values for financial instruments
in the statement of financial position, as well as the significant
unobservable inputs used.
Financial instruments measured at fair value.
The valuation is equivalent to cost as it can be repaid at any
time by the borrower and therefore no sensitivity is provided.
Financial risk management
The Group has exposure to the following risks arising from
financial instruments:
-- Credit risk
-- Liquidity risk
-- Market risk
Risk management framework
The Company's Board of Directors has overall responsibility for
the establishment and oversight of the Groups risk management
framework. The Board of Directors has established the risk
management committee, which is responsible for developing and
monitoring the Groups risk management policies. The committee
reports regularly to the Board of Directors on its activities.
The Group's risk management policies are established to identify
and analyse the risks faced by the Group, to set appropriate risk
limits and controls and to monitor risks and adherence to limited.
Risk management policies and systems are reviewed regularly to
reflect changes in market conditions and the Group's activities.
The Group, through its training and management standards and
procedures, aims to maintain a disciplined and constructive control
environment in which all employees understand their roles and
obligations.
The Group audit committee oversees how management monitors
compliance with the Group's risk management policies and
procedures, and reviews the adequacy of the risk management
framework in relation to the risks faced by the Group.
Credit risk
Credit risk is the risk of financial loss where counterparties
are not able to meet their obligations. Group policy is that
surplus cash, when not used to repay borrowings, is placed on
deposit with the Group's main relationship banks and with other
banks or money market funds based on a minimum credit rating and
maximum exposure.
The significant concentrations of credit risk are to related
parties (refer notes 17, 18 and 25).
Management consider that the credit quality of the various
receivables is good in respect of the amounts outstanding and
therefore credit risk is considered to be low.
The carrying amount of financial assets represents the Group's
maximum exposure to credit risk at the reporting date assuming that
any security held has no value.
Cash and cash equivalents
The Group held cash and cash equivalents of 204,147 at 30 June
2021 (2020: 711,798).
Bank Amount held (GBP) Standard and Poor's Moody's Fitch
Barclays Bank UK Plc 197,064 A A1 A+
Bank of China 4 A+ AA3 A
Santander Bank 6,445 A A2 A-
The Group also holds petty cash of GBP634 as at 30 June 2021 (30
June 2020: GBP1,000).
Guarantees
The Group's policy is to provide financial guarantees only for
subsidiaries' liabilities. At 30 June 2021, the Company has issued
a guarantee to certain banks in respect of credit facilities
granted to One Heritage Oscar House Limited GBP122,447 (30 June
2020: nil) and One Heritage Lincoln House Limited, GBP770,000 (30
June 2020: GBP770,000), subsidiaries, see note 20.
Liquidity risk
Liquidity risk is the risk that the Group does not have
sufficient financial resources available to meet its obligations as
they fall due. The Group manages liquidity risk by continuously
monitoring forecast and actual cash flows, matching the expected
cash flow timings of financial assets and liabilities with the use
of cash and cash equivalents, borrowings, overdrafts and committed
revolving credit facilities with a minimum of 12 months to
maturity.
Future borrowing requirements are forecast on a monthly basis
and funding headroom is maintained above forecast peak requirements
to meet unforeseen events. At 30 June 2021, the Group's borrowings
and facilities had a range of maturities with an average life of 19
months.
In addition to fixed term borrowings, the Group has access to a
shareholder loan facility. At the reporting date, the total unused
committed amount available for general purposes was GBP5.7 million
and cash and cash equivalents were GBP204,147.
The maturity profile of the anticipated future cash flows
including interest, using the latest applicable relevant rate,
based on the earliest date on which the Group can be required to
pay financial liabilities on an undiscounted basis, is as
follows:
As at 30 June 2021
On 1-2 2-5 5+
GBP unless stated Carrying amount Total Within 1 year
demand years years Years
Non-derivative financial liabilities
Secured bank debt 959,410 959,410 959,410 - - - -
Other borrowings* 4,218,063 4,836,075 - 2,619,845 2,216,230
Lease payables 402,709 486,482 - 86,980 99,228 300,274 -
Trade payables 649,351 649,351 - 649,351 - - -
6,229,533 6,931,318 959,410 3,356,176 99,228 300,274 2,216,230
As at 30 June 2020 (unaudited)
On 1-2 2-5 5+
GBP unless stated Carrying amount Total Within 1 year
demand years years Years
Non-derivative financial liabilities
Secured bank debt* 4,770,000 4,770,000 770,000 4,000,000 - - -
Other borrowings* 12,872,194 12,872,194 - 12,872,194 - - -
Lease payables 140,971 140,971 - 23,568 32,302 85,101 -
Trade payables 666,014 666,014 - 666,014 - - -
18,449,179 18,449,179 770,000 17,561,776 32,302 85,101 -
*excludes future interest on the borrowings that have been
disposed of as part of the Group restructuring
The secured bank debt contains loan covenants, disclosed in note
20. A future breach of covenant may require the Group to repay the
loan earlier than indicated in the above table.
Market risk
Market risk is the risk that changes in market prices will
affect the Group's income. The objective of market risk management
is to manage and control risk exposures within acceptable exposures
within acceptable parameters, while optimising the return. The
Group does not hold any equity positions, loans with variable
interest rates and trade in foreign currencies, it considers the
market risk to be low.
The Group holds a profit participation loan, see note 17. The
value of this is based on cost, which is equivalent to fair value,
as the loan is repayable at any point by the borrower.
Managing interest rate benchmark reform and associated risks
A fundamental reform of major interest rate benchmarks is being
undertaken globally, including the replacement of some interbank
offered rates (IBORs) with alternative nearly risk-free rates
(referred to as 'IBOR reform'). The Group has exposures to IBORs on
its financial instruments that will be replaced or reformed as part
of these market-wide initiatives. There is uncertainty over the
timing and the methods of transition in some jurisdictions that the
Group operates in. The Group anticipates that IBOR reform will
impact its risk management and hedge accounting.
Interest rate risk management
The Group has a policy to have fixed interest rate borrowings
where possible. Where this is not possible, the Group will look to
hedge interest variability if cost effective.
Interest rate sensitivity
The Group does not currently have any outstanding variable
interest rate arrangements and therefore returns are not sensitive
to movements in the interest rates in the next financial period on
existing borrowing obligations. 23. Director's remuneration
12 months to Period to
GBP unless stated 30 June 2021 30 June 2020
Unaudited
During the period remuneration payable to directors was as follows:
Jason Upton 45,118 6,271
Yiu Tak Cheung 10,742 3,000
Jeffrey Pym 73,487 -
David Izett 13,173 -
142,520 9,271
The Directors' did not receive any other benefits or
post-employment remuneration. Jeffery Pym was paid GBP4,613 (30
June 2020: nil) as a consultant before becoming Director on 21 July
2020. 24. Share capital
30 June 2021 30 June 2020
GBP unless stated
Unaudited
Share capital (1p per share) 324,283 -
Share premium 3,568,825 -
3,893,108 -
All shares issued by the Company are ordinary shares and have
equal voting and distribution rights.
The earning per share calculation has been calculated on the
basis that the opening balance of shares in issue was 20,700,000,
on the assumption the GBP2.75 million loan, which was received in
the prior period, was converted under the merger method of
preparation.
30 June 2021 30 June 2020
GBP unless stated
Unaudited
Number of shares in issue at 01 July - -
Shares issued on Period on 22 July 2020 100 -
Shares issued on 27 October 2020 20,699,900 -
Shares issued on 23 December 2020 9,300,000 -
Shares issued on 18 February 2021 1,828,333 -
Shares issued on warrant exercise on 28 June 2021 600,000 -
32,428,333 -
On 22 July 2020 100 shares were issued for GBP1.00 per
share.
On 27 October 2020 the Company issued 20,699,900 ordinary shares
for GBP2,750,000 as part of the Company's restructuring. This was a
debt for equity transaction regarding a shareholder loan for
GBP2.75 million, as described in Note 2.
On 23 December 2020 the Company issued 9,300,000 ordinary shares
for 10p per share. The Company incurred listing fees of GBP303,581.
The Company also issued 600,000 warrants to Hybridan LLP, the
Company's financial advisor and broker, at a strike price of 10p
with an expiry on 23 December 2025. These were valued at listing at
GBP4,989 by using the Black-Scholes-Merton Model and recognised as
part of the equity component. These were exercised on 28 June
2021.
On 18 February 2021 the Company issued 1,828,333 shares for 30p
per share during a placing and subscription. This raised gross
proceeds of GBP548,500 and the Company incurred fees of
GBP78,786.
On 28 June 2021 the Company issued 600,000 shares in relation to
the warrants issued to Hybridan LLP at 10p per share. This raised
gross proceeds of GBP60,000 and the Company incurred fees of
GBP13,125.
The total shares in issue as at 30 June 2021 is 32,428,333 and
are fully paid up.
Earnings per share reconciliation
The Group undertook a restructuring, see note 2, where the
merger method was used. Under this methodology the debt to equity
transaction on 27 October 2020 was assumed to have taken place
throughout the prior period. To give a comparable earnings per
share for the Group an adjustment was made, as below, to take into
account the interest that was paid on the loan.
12 months to Period to
GBP unless stated 30 June 2021 30 June 2020
Unaudited
Comprehensive income (808,977) (374,660)
Adjustment for interest on GBP2.75m debt - 59,072
Adjusted comprehensive income (808,977) (315,588)
Weighted average shares in issue 26,204,555 20,700,000
Earnings per share (GBp) (3.1) (1.5) 25. Related parties
Parent and ultimate controlling party
At the reporting date 63.8% of the shares are held by One
Heritage Property Development Limited, which is incorporated in
Hong Kong. No other shareholder holds more than 5.0% of the shares
in the Company. One Heritage Holding Group Limited, incorporated in
the British Virgin Island, is considered the ultimate controlling
party through its 100% ownership of One Heritage Property
Development Limited.
Transactions with key management
Key management personnel compensation comprised the
following:
12 months to Period to
GBP unless stated 30 June 2021 30 June 2020
Unaudited
Short term employee benefits 215,511 9,271
215,511 9,271
Compensation of the Group's key management personnel is short
term employee benefits.
The Company has an outstanding loan of GBP1,000 (30 June 2020:
GBP1,000) to Yiu Tak Cheung. No interest is charged on these
amounts and are repayable on demand.
Key management personnel transactions
The key management control 31.0% of the voting shares of the
Company.
Other related party activity
Below is a table that sets out the entities that are related
parties to the Group:
Company Note Description
ACT Property Developments Limited 8,20 Common directors
Harley Street Developments Limited 7,17 Common directors, owned by the beneficial owners of the Group
Mosley Property Limited 20 Common directors, owned by the beneficial owners of the Group
One Heritage North Church Limited 8 Common directors, majority stake held by the beneficial owners of the
Group
One Heritage Property Development 20 Common director, owned by the beneficial owners of the Group
Limited
One Heritage Property Management 7 Common director, owned by the beneficial owners of the Group
Limited
One Heritage SPC 20 Managed by the beneficial owners of the Group
One Heritage Tower Limited 7,8,18,20 Common directors, part owned by the beneficial owners of the Group
Robin Hood Property Development 8,17 Common directors, owned by the beneficial owners of the Group
Limited 26. Events after the reporting date
On 23 September 2021 a subsidiary of the Group's associate, One
Heritage Maintenance Limited was put into compulsory voluntary
liquidation (CVL), and a further subsidiary of the associate, One
Heritage Design Limited, was put into a CVL on 27 September 2021.
27. New Standards and amendments to Standards
The following new and amended standards are not expected to have
a significant impact on the Group's consolidated financial
statements.
Effective date New standards or amendments
01 January 2020 Amendments to Reference to Conceptual Framework in IFRS Standards
Definition of Material (Amendments to IAS 1 and IAS 8)
Definition of a Business (Amendments to IFRS 3)
Interest Rate Benchmark Reform (Amendments to IFRS 9, IAS 39 and IFRS 7)
Extension of the Temporary Exemption from Applying IFRS 9 (Amendments to IFRS 4)
01 June 2020 COVID-19 Related Rent Concessions (amendment to IFRS16)
Standards available for early adoption that have not been
adopted by the Company
Effective date New standards or amendments
01 January 2021 Interest Rate Benchmark Reform -Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16)
01 April 2021 COVID-19-Related Rent Concessions beyond 30 June 2021 (Amendment to IFRS 16)
01 January 2022 Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37)
Annual Improvements to IFRS Standards 2018 - 2020
Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16)
Reference to the Conceptual Framework (Amendments to IFRS 3)
01 January 2023 Classification of Liabilities as Current or Non-current (Amendments to IAS 1)
IFRS 17 Insurance Contracts and amendments to IFRS 17 Insurance Contracts
Disclosure of Accounting Policy (Amendments to IAS 1 and IFRS Practice Statement 2)
Definition of Accounting Estimate (Amendments to IAS 8) 28. Disclosures relating to subsidiary undertakings
The Company's subsidiaries and other related undertakings at 30
June 2021 are listed below. All Group entities are included in the
consolidated financial results. All companies listed below
undertake all of their activity in the United Kingdom.
The share capital of each of the companies, where applicable,
comprises ordinary shares unless otherwise stated.
Company name Business activity Company number Ownership
One Heritage Oscar House Limited Property development 11331256 100.0%
Lincoln House Building Management Limited Dormant 12710283 100.0%
One Heritage Lincoln House Limited Property development 12434625 100.0%
Nicholas Street Developments LTD Co-living property 12058412 100.0%
One Heritage Bank Street Limited Property development 12763845 100.0%
One Heritage Churchgate Limited Property development 12114319 100.0%
One Heritage Group PLC Public company 12757649 100.0%
One Heritage Property Development (UK) Limited1 Operating company 11982934 100.0%
One Heritage Property Services Limited Property services 13426415 100.0%
One Heritage Red Brick Limited Property services 13178461 100.0%
There are loans between these entities, which are all interest
free and repayment on demand.
Below is a list of former subsidiaries that were disposed of in
the period.
Company name Company number Previous ownership
Harley Street Developments Limited 12102827 100.0%
One Heritage Tower Limited 11780660 100.0%
1Direct subsidiary of the OHG plc
*these entities were disposed of on 31 August 2020 but were
previously 100.0% subsidiaries. 29. Audit exemption taken for
subsidiaries
The following subsidiaries are exempt from the requirements of
the Companies Act 2006 relating to the audit of individual accounts
by virtue of Section 479A of that Act.
Company name Company number
One Heritage Oscar House Limited 11331256
Lincoln House Building Management Limited 12710283
One Heritage Lincoln House Limited 12434625
Nicholas Street Developments LTD 12058412
One Heritage Bank Street Limited 12763845
One Heritage Churchgate Limited 12114319
One Heritage Group PLC 12757649
One Heritage Property Development (UK) Limited1 11982934
One Heritage Property Holding Limited 12376110
One Heritage Property Management Limited 12258993
One Heritage Property Services Limited 13426415
One Heritage Red Brick Limited 13178461
Company balance sheet
As at 30 June 2021
As at 30 June
GBP unless stated Notes
2021
TANGIBLE ASSETS
Investments 2 2,750,100
2,750,100
CURRENT ASSETS
Debtors 3 1,115,752
Cash at bank -
1,115,752
Creditors: amounts falling within one year 4 (95,998)
Net current assets 1,019,754
Total assets less current liabilities 3,769,854
Creditors: amounts due after one year -
Net assets 3,769,854
CAPITAL AND RESERVES
Called up share capital 5 324,183
Share premium account 3,568,825
Profit and loss account (123,154)
Shareholders' funds 3,769,854
These financial statements were approved by the board of
directors on 19 October 2021 and were signed on its behalf by:
Jason David Upton
Company registration number: 12757649
The accompanying notes on pages 79 to 83 form an integral part
of the financial statements
Company statement of changes in equity
Called up Share Shareholders
GBP unless stated Profit and loss account
share capital premium Funds
Balance at incorporation 100 - - 100
Loss for the period - - (123,154) (123,154)
Other comprehensive income for the period - - - -
Total comprehensive income for the period 100 - (123,154) (123,054)
Transactions with owners, recorded directly in equity
Issue of share capital 324,183 3,964,217 - 4,288,400
Cost of share issuance - (395,492) - (395,492)
Balance at 30 June 2021 324,283 3,568,725 (123,154) 3,769,854
The accompanying notes on pages 79 to 83 form an integral part
of the financial statements.
Notes to the Company financial statements
For the period ended to 30 June 2021 1. Accounting policies
The following accounting policies have been applied consistently
in dealing with items which are considered material in relation to
the financial statements, except as noted below.
General information
One Heritage Group plc is a public limited company, limited by
shares, incorporated in England and Wales under the Companies Act
2006 on 21 July 2020. The address of its registered office and
principle place of trading is 80 Mosley Street, Manchester, M2 3FX.
The principle activity of the Company is a property development
holding company. The Company does not have any employees and is
funded through the issuance of share capital to investors.
Basis of preparation
These financial statements were prepared in accordance with
Financial Reporting Standard 101 Reduced Disclosure Framework ("FRS
101").
In preparing these financial statements, the Company applies the
recognition, measurement and disclosure requirements of
international accounting standards in conformity with the
requirements of the Companies Act 2006 ("Adopted IFRSs"), but makes
amendments where necessary in order to comply with Companies Act
2006 and has set out below where advantage of the FRS 101
disclosure exemptions has been taken.
Under section s408 of the Companies Act 2006 the Company is
exempt from the requirement to present its own profit and loss
account.
In these financial statements, the Company has applied the
exemptions available under FRS 101 in respect of the following
disclosures: ? Cash Flow Statement and related notes; ? Certain
disclosures regarding revenue; ? Certain disclosures regarding
leases; ? Disclosures in respect of transactions with wholly owned
subsidiaries; ? Disclosures in respect of capital management; ? The
effects of new but not yet effective IFRSs; ? Disclosures in
respect of the compensation of Key Management Personnel; ?
Disclosures of transactions with a management entity that provides
key management personnel services tothe Company.
As the consolidated financial statements include the equivalent
disclosures, the Company has also taken the exemptions under FRS
101 available in respect of the following disclosures: ? Certain
disclosures required by IFRS 3 Business Combinations in respect of
business combinationsundertaken by the Company in the current and
prior periods; and ? Certain disclosures required by IFRS 13 Fair
Value Measurement and the disclosures required by IFRS 7Financial
Instrument Disclosures.
The accounting policies set out below have, unless otherwise
stated, been applied consistently to all periods presented in these
financial statements.
Measuring convention
The financial statements are prepared on the historical
cost.
Financial guarantees
A financial guarantee contract is initially recognised at fair
value. At the end of each subsequent reporting period, financial
guarantees are measured at the higher of: ? The amount of the loss
allowance, and ? The amount initially recognised less cumulative
amortisation, where appropriate.
The amount of the loss allowance at each subsequent reporting
period equals the 12-month expected credit losses. However, where
there has been a significant increase in the risk that the
specified debtor will default on the contract, the calculation is
for lifetime expected credit losses.
Foreign currencies
These financial statements are presented in Pound sterling,
which is the Company's functional and presentational currency.
Transactions in currencies other than the functional currency
are recorded at the rates of exchange prevailing on the dates of
the transactions. At each statement of financial statement date,
monetary assets and liabilities that are denominated in foreign
currencies other than the functional currency are retranslated at
the rates prevailing at the statement of financial statement
date.
Non-monetary assets and liabilities carried at fair value that
are denominated in foreign currencies are translated at the rates
prevailing at the date when the fair value was determined. Gains
and losses arising on retranslation are included in the net profit
or loss for the period.
Investment in subsidiary
Investment in and loans to subsidiaries are stated at cost less
impairment.
Impairment
The carrying amounts of the Company's non-financial assets are
reviewed at each reporting date to determine whether there is any
indication of impairment. If any such indication exists, then the
asset's recoverable amount is estimated.
The recoverable amount of an asset or cash-generating unit is
the greater of its value in use and its fair value less costs to
sell. In assessing value in use, the estimated future cash flows
are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money
and the risks specific to the asset. For the purpose of impairment
testing, assets that cannot be tested individually are grouped
together into the smallest group of assets that generates cash
inflows from continuing use that are largely independent of the
cash inflows of other assets or groups of assets (the
"cash-generating unit").
An impairment loss is recognised if the carrying amount of an
asset or its CGU exceeds its estimated recoverable amount.
Impairment losses are recognised in profit or loss. Impairment
losses recognised in respect of CGUs are allocated first to reduce
the carrying amount of any goodwill allocated to the units, and
then to reduce the carrying amounts of the other assets in the unit
(group of units) on a pro rata basis.
In respect of other assets, impairment losses recognised in
prior periods are assessed at each reporting date for any
indications that the loss has decreased or no longer exists. An
impairment loss is reversed if there has been a change in the
estimates used to determine the recoverable amount. An impairment
loss is reversed only to the extent that the asset's carrying
amount does not exceed the carrying amount that would have been
determined, net of depreciation or amortisation, if no impairment
loss had been recognised. 2. Investment in subsidiaries
30 June 2021
GBP unless stated
One Heritage Property Development (UK) Limited 2,750,100
2,750,100
The Company assesses the subsidiaries for any indicators of
impairment by looking at the individual performance of the
underlying entities, including their budgets, development progress
and forecast profitability. There are no indicators of
impairment.
The share capital of each of the companies, where applicable,
comprises ordinary shares unless otherwise stated.
Company name Jurisdiction Company number Ownership
One Heritage Property Development (UK) Limited England and Wales 11982934 100.0%
Below is a list of the key subsidiaries of One Heritage Property
Development (UK) Limited.
Company name Jurisdiction Company number Ownership
One Heritage Oscar House Limited England and Wales 11331256 100.0%
Lincoln House Building Management Limited England and Wales 12710283 100.0%
One Heritage Lincoln House Limited England and Wales 12434625 100.0%
Nicholas Street Developments LTD England and Wales 12058412 100.0%
One Heritage Bank Street Limited England and Wales 12763845 100.0%
One Heritage Churchgate Limited England and Wales 12114319 100.0%
One Heritage Group PLC England and Wales 12757649 100.0%
One Heritage Property Holding Limited England and Wales 12376110 100.0%
One Heritage Property Management Limited England and Wales 12258993 100.0%
One Heritage Property Services Limited England and Wales 13426415 100.0%
One Heritage Red Brick Limited England and Wales 13178461 100.0% 3. Debtors
30 June 2021
GBP unless stated
Intercompany loan 1,070,770
Trade and other receivables 11,521
Tax receivable 33,461
1,115,752
The Intercompany loan payable by One Heritage Property
Development (UK) Limited and is interest free and payable on
demand.
The Company assesses the intercompany loans for any indicators
of impairment by looking at the individual performance of the
underlying entities, including their budgets, development progress
and forecast profitability. There are no indicators of impairment
and therefore no expected credit losses. 4. Creditors: amounts
failing within one year
30 June 2021
GBP unless stated
Trade and other payables 39,958
Accruals 56,040
95,998 5. Called up share capital
Ordinary
GBP unless stated
Shares
Issued for cash during the financial period 32,428,333
In issue at 30 June 2021 32,428,333
The holders of ordinary shares are entitled to receive dividends
as declared from time to time and are entitled to one vote per
share at meetings of the Company.
On 22 July 2020 the Company issued 100 GBP0.01 ordinary shares
for a consideration of GBP1.00, settled in cash.
On 27 October 2020 the Company issued 20,699,900 ordinary shares
for GBP2,750,000 as part of the Company's restructuring. This was a
debt for equity transaction regarding a shareholder loan for
GBP2.75 million.
On 23 December 2020 the Company issued 9,300,000 ordinary shares
for 10p per share and issued a warrants for 600,000 shares.
On 18 February 2021 the Company issued 1,828,333 shares for 30p
per share during a placing and subscription.
On 28 June 2021 the warrants issued on 23 December 2020 where
fully exercised at 10p per share. 6. Audit exemption taken for
subsidiaries
The following subsidiaries are exempt from the requirements of
the Companies Act 2006 relating to the audit of individual accounts
by virtue of Section 479A of that Act. Under the Act the Company
has undertaken guarantees for all outstanding liabilities to which
the subsidiary company is subject at the end of the financial year
to which the guarantee relates, until they are satisfied in
full.
Company name Company number
One Heritage Oscar House Limited 11331256
Lincoln House Building Management Limited 12710283
One Heritage Lincoln House Limited 12434625
Nicholas Street Developments LTD 12058412
One Heritage Bank Street Limited 12763845
One Heritage Churchgate Limited 12114319
One Heritage Group PLC 12757649
One Heritage Property Development (UK) Limited1 11982934
One Heritage Property Holding Limited 12376110
One Heritage Property Management Limited 12258993
One Heritage Property Services Limited 13426415
One Heritage Red Brick Limited 13178461 7. Post balance sheet events
On 23 September 2021 a subsidiary of the Company's associate,
One Heritage Maintenance Limited was put into compulsory voluntary
liquidation (CVL), and a further subsidiary of the associate, One
Heritage Design Limited, was put into a CVL on 27 September 2021.
8. Related party disclosures
Creditors outstanding Debtors outstanding
GBP unless stated
30 June 2021 30 June 2021
Subsidiaries - 1,070,770
- 1,070,770
The Directors of the Company were paid through One Heritage
Property Development (UK) Limited, a subsidiary.
12 months to Period to
GBP unless stated 30 June 2021 30 June 2020
Unaudited
During the period remuneration payable to directors was as follows:
Jason Upton 45,118 6,271
Yiu Tak Cheung 10,742 3,000
Jeffrey Pym 73,487 -
David Izett 13,173 -
142,520 9,271
Parent and ultimate controlling party
At the reporting date 63.8% of the shares are held by One
Heritage Property Development Limited, which is incorporated in
Hong Kong. No other shareholder holds more than 5.0% of the shares
in the Company. One Heritage Holding Group Limited, incorporated in
the British Virgin Island, is considered the ultimate controlling
party through its 100% ownership of One Heritage Property
Development Limited.
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ISIN: GB00BLF79495
Category Code: FR
TIDM: OHG
LEI Code: 2138008ZZUCCE4UZHY23
OAM Categories: 1.1. Annual financial and audit reports
Sequence No.: 124736
EQS News ID: 1241971
End of Announcement EQS News Service
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