TIDMTOWN
RNS Number : 8931E
Town Centre Securities PLC
16 March 2022
16 March 2022
TOWN CENTRE SECURITIES PLC
('TCS' or the 'Company')
Half year results for the six months ended 31 December 2021
Town Centre Securities PLC, the Leeds, Manchester, Scotland, and
London property investment, development, hotel and car parking
company, today announces its results for the six months ended 31
December 2021.
Financial performance
-- Net assets:
o Like for like portfolio valuation up 2.4% from June 2021
o Statutory net assets of GBP165.1m or 313p per share up 6.2%
(FY21: GBP155.4m, 292p). EPRA net tangible assets ('NTA')($)
measure at GBP160.7m or 305p per share (FY21 equivalent: GBP151.0m,
284p)
-- Profit and earnings per share (HY21 comparatives
significantly affected by an estimated GBP3.2m COVID-19
impact):
o Statutory profit before tax of GBP10.5m (HY21: loss of
GBP3.5m) and statutory earnings per share of 19.8p (HY21: loss of
6.6p)
o EPRA Earnings($) before tax of GBP2.6m (HY21: GBP0.0m)
o EPRA earnings per share($) of 5.0p (HY21: 0.0p)
-- Shareholder returns:
o Interim dividend of 2.5p (HY21: 1.75p) reflecting the strong
bounce back in earnings
o Earnings and NAV enhancing share buy back commenced in 2021
and continued in 2022 (631,351 shares bought back up to 11 February
2022)
Protecting shareholder value whilst continuing to reset and
reinvigorate the business for the future
We have made meaningful progress in resetting and reinvigorating
the business in the past six months. Progress delivered under the
four key strategic initiatives is as follows:
Actively managing our assets
-- The proportion of retail and leisure assets in the portfolio
has reduced to 30% from 40% in June 2020, and down from 60% in
2016, following the sale of over GBP80m of assets since March
2020
-- Pure retail now represents only 22% of the total portfolio of
which 53% is in the resilient Merrion Estate
-- 34 new lettings and lease renewals across the Group's portfolio in the period
-- Only one tenant entered into a CVA during the period
reflecting our resilient tenant portfolio
Maximising available capital
-- Three properties sold during the six months (in Harrogate, Leeds and London)
o aggregate proceeds of GBP22.5m crystalising a profit on
disposal of GBP1.2m
o three further properties sold in the first quarter of 2022 at
prices in aggregate above book value (two of which were categorised
as assets held for sale on the balance sheet of the Company at 31
December 2021) for a total consideration of GBP15m
-- Loan to value headroom over our bank facilities of GBP7.9m
based on 31 December 2021 borrowings and valuations, rising to over
GBP21m following the three sales made after the period end and the
inclusion of the Hampstead property within the banking security
pool
-- Loan to value* reduced to 50.0% (FY21 equivalent 51.3%).
Following the above three further sales this reduces to 47.7%
-- Following the period end, we have agreed to buy back for
cancellation GBP3.4m of our GBP99.5m 2031 5.375% debenture stock
for a total consideration of GBP3.74m including accrued interest,
helping to reduce debt and average interest
Acquiring and improving investment assets to diversify our
portfolio
-- Completed during the period the GBP7m acquisition of 58-62
Heath Street, Hampstead, London, a prime mixed-use property
-- Opportunity to redevelop, repurpose and modernise our Wade
House office (having been vacated by StepChange Debt Charity), the
third of our four Merrion Estate offices, a potentially valuable
opportunity given the level of new development in the surrounding
area
Investing in our development pipeline
-- Our development pipeline, with an estimated GDV of over
GBP600m, is a valuable and strategic point of difference which we
continue to progress and improve
($) Additional EPRA measures are described in greater detail
further on in these half year results with EPRA earnings and
earnings per shares detailed, defined and reconciled within note 5
of these half year results
* Loan to value is calculated as the amount of financial
liabilities less cash and cash equivalents (including overdrafts)
as a percentage of total assets less cash and cash equivalents
Commenting on the results, Chairman and Chief Executive, Edward
Ziff, said:
"We have seen a good recovery across all three segments of the
business in the past six months with good momentum continuing into
the early part of 2022. We also believe today's results evidence
the success of our new strategic direction, to reset and
reinvigorate the business for the future."
"Our level of rent receipts has been resilient throughout the
Covid-19 period, and has now recovered back to pre-pandemic levels,
an indicator of the diversified strength of our property portfolio,
combined with the relative strength of, and our long-term
relationships with, our tenants."
"Our shareholder returns initiatives have been bolstered by
continuing property sales, and by our confidence in the potential
of, and progress within, our GBP600m development pipeline."
"Over the coming months the effect the Ukraine conflict will
have on the wider economy will hopefully become clearer. The impact
of inflationary pressures on our business will include changes to
consumer spending, increased property and other expenses, increased
construction costs and rent affordability for tenants."
"Notwithstanding the macro-economic and geopolitical
environment, we remain committed to delivering on our accelerated
four pillar strategy of: actively managing our assets, maximising
available capital, investing in our development pipeline and
acquiring and improving investment assets to diversify our
portfolio."
-Ends-
For further information, please contact:
Town Centre Securities PLC www.tcs-plc.co.uk / @TCS PLC
Edward Ziff, Chairman and Chief Executive 0113 222 1234
Stewart MacNeill, Group Finance Director
MHP Communications 020 3128 8572
Reg Hoare / Matthew Taylor / Pauline Guenot tcs@mhpc.com
Chairman and Chief Executive's Statement
Resetting and reinvigorating the business for the future
We have seen a good recovery across all three segments of the
business in the past six months and are hopeful this will continue.
We believe the first half results evidence the success of our new
strategic direction, to reset and reinvigorate the business for the
future. Our aim is to create a business that:
- Has lower levels of absolute debt and leverage
- Is diversified with a much-reduced level of retail property
- Is diversified with a capital light, profitable car park business
- Has rebased and has significant growth opportunities as a
result of our valuable development pipeline and asset management
opportunities
During the six months three further properties have been sold;
two of which were secured within the Company's debenture facility
and as such the majority of the proceeds have been ring-fenced
within the security pool of the debenture. We are currently
exploring a number of ways to unlock these funds, primarily through
the substitution of other properties into the security pool.
Our level of rent receipts within the property business has been
resilient throughout the Covid-19 period and has now recovered back
to pre-pandemic levels. This is an indicator of the diversified
strength of our property portfolio, the relative strength of the
majority of our tenants, and most importantly, the quality of
relationships built with tenants over the long-term.
Rent Collections as at 10 March 2022:
March 20 % Latest % Cumulative %
- December Quarter
21 * **
Total billed GBP42.0m GBP4.6m GBP46.6m
============ ======== ==========
Total collected GBP39.1m 93% GBP4.5m 99% GBP43.6m 94%
Agreed to be deferred
*** GBP0.1m 0% GBP0.0m 0% GBP0.1m 0%
=========== === ======== === ========== ===
Agreed total GBP39.2m 93% GBP4.5m 99% GBP43.7m 94%
=========== === ======== === ========== ===
*English & Scottish quarters, and monthly billings
(collections from 25 March 2020)
**English quarter (collections due on 29 December and 1
January)
*** Agreed to be deferred and still outstanding
As highlighted as part of our FY21 year end results we have
continued the execution of our detailed strategic and operational
plan which includes:
- Accelerating our asset disposal programme rapidly and reducing
the size of our retail portfolio. Since the start of the COVID-19
pandemic, we have now sold over GBP80m of assets, the majority of
which has been retail
- Working closely with all our tenants to support wherever we
can, agreeing to share the financial cost of closure where
appropriate and doing our best to ensure that following the
disruption as many of our tenants as possible are able to bounce
back strongly
- Supporting our employees, where home working has been
necessary, and where employees and their families have been
impacted either directly by the virus or by associated consequences
of it
Results
The statutory profit for the six months ended 31 December 2021
was GBP10.5m (HY21: loss of GBP3.5m) giving earnings per share of
19.8p (HY21: loss per share of 6.6p). The key drivers for this
profit were the valuation gains on investment properties of GBP6.4m
and the recovery seen across each of the property, car park and
hotel segments of the business. Highlighting the diversified and
intensively managed nature of our assets, the like for like
portfolio increased in value by 2.4%.
EPRA earnings for the six months ended 31 December 2021 were
GBP2.6m (HY21: GBP0.0m) giving EPRA earnings per share of 5.0p
(HY21: 0.0p). The improvement reflects the recoveries seen in both
our car park and hotel operations, in addition to the resilience of
the rental collections.
Statutory Net Assets of GBP165.1m (30 June 2021: GBP155.4m)
increased by 6.2% from the year end. Net assets per share increased
to 313p (30 June 2021: 292p).
EPRA Net Tangible Assets (EPRA NTA); which in the case of TCS
reduces statutory net assets by the GBP4.4m of reported Goodwill,
for the half year is GBP160.7m compared to GBP151.0m at FY21, up
6.4%. EPRA NTA per share is 305p (FY21 comparable 284p). The full
breakdown of the EPRA net asset measures are detailed later.
Borrowings
Net borrowings, which includes lease liabilities, have increased
marginally by 0.3% over the six months from GBP175.6m to
GBP176.1m.
Our loan to value level reduced 130 bps from the June year end
to 50.0%. Following the three property disposals after the year
end, this has reduced further to 47.7%.
On 14 March 2022 the Company agreed to buyback for cancellation
GBP3.4m of its GBP99.5m 2031 5.375% debenture stock. This will
result in an additional one-off finance cost of GBP0.3m in the
remaining six months of FY22.
Dividends
An interim dividend of 2.5p per share (HY21 1.75p) will be paid
on the 24 June 2022 to shareholders registered on 20 May 2022; a
property income distribution amounting to GBP1.3m in total. The
final dividend for 2021 of 1.75p was paid on the 21 January
2022.
It is pleasing to note that we have increased the interim
dividend, which reflects the recovery of our car parks and hotel
and also the strengthening of the balance sheet following the
assets sales completed - and that it represents 50% of EPRA
earnings.
We hope to return to paying a higher dividend in the coming
years, however with the general economic uncertainty we cannot
guarantee this. It is also worth noting that our traditional
approach of paying a relatively smaller interim dividend followed
by a larger final dividend may also change.
Portfolio Performance
The value of investment properties, developments, joint ventures
and car parks at the half-year stood at GBP314.8m (June 2021:
GBP322.1m) both taking into account assets held for sale.
On a like for like basis the whole portfolio increased in value
by 2.4% since June (FY21: 0.3% increase) accounting for a GBP6.4m
like for like increase in value (investment, development, car park
and joint venture assets).
The results of the latest valuation continue to highlight three
key factors that differentiate our portfolio:
- The resilience of our portfolio; its diversified regional
nature, strong loyal tenants, and the reducing exposure to retail
and leisure
- The strength of our asset management and capital investment
activities adding value and further growth potential
- The growing potential in our significant development pipeline
The proportion of retail and leisure assets within the portfolio
has further reduced to 30%, down from 40% in June 2020, and of
that, pure retail represents only 21% of the overall portfolio. The
retail and leisure element of the Merrion Estate represents 53% of
all retail and leisure, and it was pleasing to see its value
rebound since June. Our focus on convenience, discount and grocery
retailing as well as our heritage of forming long term supportive
relationships with our tenants are key attributes to preserving
value.
Our development pipeline value increased by GBP1.0m or 2.4%
driven by the result of rising market value in the underlying
land.
Passing % of Valuation Initial Reversionary
rent ERV Value portfolio incr/(decr) yield yield
Retail & Leisure 1.5 2.0 24.7 8% 0.3% 5.7% 7.5%
Merrion Centre
(ex offices) 4.7 5.5 58.6 18% 2.3% 7.6% 8.8%
Offices 4.4 6.4 91.7 28% 0.7% 4.6% 6.6%
Hotels 0.5 1.0 9.0 3% 4.6% 5.2% 9.9%
Out of town retail 1.0 1.2 14.5 5% 0.0% 6.7% 7.5%
Distribution 0.5 0.5 10.0 3% 54.0% 4.5% 5.1%
Residential 1.5 1.5 20.9 6% 1.9% 6.9% 6.9%
14.2 18.0 229.4 71% 2.9% 5.8% 7.4%
Development property 42.6 13% 2.4%
Car parks 49.9 16% -1.0%
Portfolio 321.9 100% 2.4%
The following table reconciles the above table to that set out
in Note 6.
HY22
GBPm
Portfolio as per
Note 6 286.1
50% Share in Merrion House 36.1
50% Share in Burlington
House 11.5
Goodwill - Car Parks - Property
Specific only 4.0
Assets Held for
Sale 11.5
Less - IFRS 16 Right-of-Use Car
Parks (27.3)
As per the table
above 321.9
-------
Note - the IFRS 16 Right-of-Use car parks (GBP27.3m) are
excluded in the portfolio analysis above as the Directors do not
believe it is appropriate to include these assets where there is
less than 50 years remaining on their lease and the Group does not
have full control over them.
Maximising available capital
In the past six months we have continued our non-core asset
disposal programme. Between July and December 2021, we have sold
three properties for a total consideration of GBP22.5m.
The properties disposed of included:
- Our Premier Inn hotel investment in Leeds
- All of our retail interest in Harrogate
- An office building in Duke Street, London
The sales were in aggregate GBP1.2m above the 30 June 2021 book
values of these properties. The proceeds from the sale of Duke
Street were used to repay debt, whilst the proceeds for the sale of
the other two properties are currently within the debenture
security pool. As at 31 December 2021 the total amount of funds
secured against the debenture security pool was GBP18.705m (30 June
2021: GBP1.225m), as these funds are ring fenced and not
immediately available to the Group they are included within Trade
and other receivables.
Three further assets were sold after the period end, again
marginally above the 31 December 2021 valuation, and we continue to
market a number of other retail properties and intend to complete
further non-core sales over the coming months. The proceeds from
these sales have been used in part to repay bank borrowings.
Net borrowings at 31 December 2021 were GBP176.1m (30 June 2021:
GBP175.6m). The Loan to value (LTV) ratio is 50.0% (30 June 2021:
51.3%). LTV is calculated as total assets (less cash) as a
percentage of net borrowings. Headroom at 31 December 2021 was
GBP7.9m (FY21: GBP12.8m).
The total borrowings comprise of GBP99.4m (net of GBP0.1m
unamortised lease incentives) of 5.375% First Mortgage Debenture
Stock 2031, GBP47.2m of bank debt and GBP29.1m of lease
liabilities. There were a further GBP47.8m of undrawn revolving
credit facilities at the half-year.
As mentioned previously, after the period end we agreed to
buyback for cancellation GBP3.4m of our debenture stock, reducing
the nominal value outstanding to GBP96.1m. Assuming we have surplus
funds, we would look to buyback further amounts of what is our most
expensive borrowings.
Actively managing our assets
We have completed or renewed 34 leases in the period. This
letting activity has been across the entire portfolio, with a broad
mix ranging from small independent retailers up to the large
national multiples, especially within the Merrion Centre and in our
two key offices investments in Manchester (Carvers Warehouse and
Ducie House). It is particularly encouraging to see more tenants
wanting to both extend their lease terms and/or expand their
demises: where we can, we will always look accommodate this
demand.
The proportion of retail and leisure assets in the portfolio has
reduced to 30% from 40% in June 2020, and down from 60% in 2016.
Pure retail now represents only 22% of the total portfolio, of
which 53% is in the resilient Merrion Estate.
Acquiring investment assets
Heath Street, Hampstead
We have acquired for GBP7.0m a 12,600 sq.ft mixed-use property,
located in a prime retail pitch adjacent to Hampstead tube station,
which currently comprises four multi-level units let to Wagamama,
Knight Frank and Cass Arts - a London based arts and craft
retailer. Following the period end we have secured a letting for
the final vacant unit with a national operator.
A 34-space basement level car park, prime office space on the
first to third floors and eleven residential dwellings also form
part of the scheme that was originally designed by influential
architect, Ted Levy.
This strategic purchase forms part of our ongoing strategy to
continue to diversify their portfolio and generate long term
capital growth.
Investing in our development pipeline
TCS owns a significant development pipeline which gives the
Company a clear and material opportunity for future growth. The
current pipeline has an estimated gross development value (GDV) of
over GBP600m, with the majority of the developments already being
part of the relevant local government approved strategic planning
frameworks or actually in possession of detailed planning
permission.
We take a conservative approach to development to ensure we
never over-commit ourselves, which has proven crucial following the
COVID-19 crisis. Alongside this, the Company has a successful track
record in obtaining planning and delivering strategic developments.
In the last five years, the Company has delivered Merrion House
office, let to Leeds City Council, two new hotels in Leeds, and the
Burlington House PRS scheme in Manchester. In addition, over that
time frame, we have secured planning permission for a 17-storey
office tower above the Merrion Estate and at Eider House, our
second BTR scheme in Manchester.
It is expected that Eider House will constitute our next
development and having carried out works in January 2021 to
implement the planning consent, we are currently redesigning the
scheme to deliver an evolution and complimentary development to
relate to the successful Burlington House situated opposite.
The key components of the development pipeline include:
-- Piccadilly Basin, Manchester. Mixed residential, commercial,
and car-parking with a total estimated GDV of circa GBP300m
-- Whitehall Riverside, Leeds. Office, car-parking, and
potentially leisure provision with a total estimated GDV of over
GBP200m
-- Merrion Estate, Leeds. Office and residential towers with a
total estimated GDV of over GBP100m
Piccadilly Basin
We have sold (subject to detailed planning) a part of our
Piccadilly Basin development site to the Select Property Group, it
is expected that this sale will be unconditional during Summer of
2022.
Whitehall Riverside
We are working with a partner to bring forward a new masterplan
which will provide a unique, riverside mixed-use scheme in one of
the city's most strategic locations just three minutes' walk from
Leeds train station.
Plans have been submitted to Leeds City Council for a
development comprising 215,000 sq. ft. of grade A office space
across two buildings, a 478 space CitiPark multi-storey car park
and travel hub, and a 108 key aparthotel.
A separate, detailed planning application is proposed by
Glenbrook for up to 532 apartments across two buildings of 15 and
18 stories with ground floor commercial units. The proposals
include extensive residents' amenities split across the ground
floor and mezzanine with terrace garden overlooking the River
Aire.
New landscaping and public realm will improve connectivity to,
and further complement the existing riverside environment with a
series of interlinked pedestrian and cycling routes to support
health and well-being whilst also attracting new residents and
visitors to the scheme.
The new Whitehall Riverside proposals offer a revitalised
masterplan relevant for the demand of today designed with
flexibility in mind to adapt to the changing requirements of
workspace, residential, electric vehicles and visitor economy.
Merrion Estate
The Arena Quarter, where the Merrion Estate is located, has been
transformed in recent years with the development of the first
direct Arena and substantial investment by Leeds' two largest
universities, a brand-new Head Office for Leeds City Council and
further investment in hotels, leisure units and over 8,000 new
residential and student residential units. These new developments,
on and adjacent to the Merrion Estate, including the tallest
building in Leeds (IQ Altus), have transformed the area.
This now presents the Company with an opportunity to redevelop
or refurbish Wade House on the back of the new demand. Wade House
represents the last of the four main office buildings that form
part of the Merrion Estate, and one that is now in need of
investment. Having already redeveloped Town Centre House and
Merrion House, it is time to improve Wade House. We have received
speculative interest in the building and have been working up
various plans for some time. We are in detailed discussions with
potential partners and are confident in delivering on this new
opportunity.
CitiPark recovering well, capital light growth continuing with a
further acquisition
Car park occupancy levels have recovered well in the first five
months of the period, although this recovery was temporarily
stalled with the Omicron variant and government advice to work from
home at the end of 2021. Across our portfolio we are however seeing
some regional variances in the strength of this recovery; for
example Leeds, where our car parks are more reliant on office
workers, the recovery is slower than compared to our Manchester and
London car parks.
As a business we are continuing to look at ways to innovate
further through technology as well as looking at alternative uses
for under-utilised space within our existing car parks. Although a
small part of the current business, our CitiCharge division is
growing and we are pleased to announce that the installation of 34
EV charging bays (including an option to increase to 82) with the
Warwickshire NHS Trust has been completed and these have now been
fully commissioned and are available to NHS staff.
We have continued the expansion of the enforcement business with
a further acquisition in the period. Our previous acquisitions have
shown steady revenue growth and are proving to be good investments,
although the proposed parking bill, when it is formally brought in,
will have an impact on revenue for the non-residential car parks
enforced.
ESG and business responsibility
Building on the success of previous initiatives, including the
interaction with local communities, the solar farms and the
roll-out of EV charging facilities, the Company continues to look
at both macro and micro ways to improve the responsibility of the
business. Examples in the current period range from the phasing out
of traditional business cards and implementing a QR code approach,
updating the 'work from home' policy for all employees to the
larger continual programme of improving the EPC performance of the
Company's property portfolio.
In addition, the Company is implementing a policy of measuring
and benchmarking the social benefit of future decisions, primarily
in relation to any future development contracts.
Share buy back programmes
We launched a share buy back programme in June 2021, reflecting
the Board's belief that share buybacks are an appropriate means of
returning value, whilst maximising sustainable long term growth for
shareholders, given the enhancement to NAV and earnings per share
that results from reducing the number of shares in issue. This is
particularly the case given the significant discount that the
Company's shares trade at relative to its reported net asset value,
and reflects the highly successful share buy-back programme the
company undertook in the early 2000's, which significantly enhanced
shareholder returns in subsequent years.
During the period, a total of 386,973 shares were purchased as
part of this programme, returning GBP533,271 to shareholders.
On 6 January 2022, a new share buy back programme was launched
which ran until 11 February 2022, during which time a total of
244,378 shares were purchased, returning GBP385,206 to
shareholders.
Outlook
The recovery seen in the six months ended 31 December 2021 is
continuing into the opening months of 2022. Rent collections remain
robust with 99% of the amounts invoiced at the last quarter date
now collected. Our programme of non-core asset disposals has
continued and we are now looking at investment acquisitions and
bringing forward sections of our development pipeline.
Our car parks are continuing to recover and we are hoping to
build on this momentum as we move through 2022. One of the key
challenges will be around the ever-evolving way people work. For
the CitiPark branches that are more reliant on office workers, we
expect the recovery to be slower.
The ibis Styles Leeds City Centre Arena hotel has recovered
well, mainly due to the significant increase in demand for UK
staycations. We are expecting this demand to be tempered as more
people look to travel overseas, however as the midweek corporate
market rebounds, we do not envisage a significant drop in average
occupancy.
Both the car park and hotel businesses were temporarily impacted
by the Omicron variant in both December 2021 and January 2022
(which historically are always quieter months). It is now
reassuring to see the recovery recommencing from February 2022.
Overall, we remain committed to delivering on our accelerated
four pillar strategy of: actively managing our assets, maximising
available capital, investing in our development pipeline and
acquiring and improving investment assets to diversify our
portfolio.
Russia-Ukraine Conflict
We continue to wake up to the horrifying news and the potential
impact of the Russia-Ukraine conflict. The Company does not have
any direct exposure in any of its business segments to either of
these countries, nor from the conflict itself. This situation will
clearly have an impact on the world economy over the coming months
and years, an economy that has yet to fully recover from the
COVID-19 pandemic.
We are already starting to see inflationary pressures coming
through and this will be exacerbated as a result of this conflict
and over the coming months the impact on consumer spending,
property and other expenses, construction costs and rental levels
should become clearer.
EPRA Net Asset reporting
The below table reconciles IFRS net assets to Net Tangible
Assets (NTA), and the other EPRA measures.
There are three EPRA Net Asset Valuation metrics, namely EPRA
Net Reinstatement Value (NRV), EPRA Net Tangible Assets (NTA) and
EPRA Net Disposal Value (NDV). The EPRA NRV scenario, aims to
represent the value required to rebuild the entity and assumes that
no selling of assets takes place. The EPRA NTA is focused on
reflecting a company's tangible assets. EPRA NDV aims to represent
the shareholders' value under an orderly sale of business, where,
for example, financial instruments are calculated to the full
extent of their liability. All three NAV metrics share the same
starting point, namely IFRS Equity attributable to
shareholders.
HY22 FY21 HY22 FY21
p per p per
GBPm GBPm share share
IFRS reported NAV 165.1 155.4 313 292
Purchasers Costs(1) 20.2 21.1
EPRA Net Reinstatement
Value 185.3 176.5 351 337
Remove Purchasers Costs (20.2) (21.1)
Remove Goodwill(2) (4.4) (4.4)
EPRA Net Tangible Assets 160.7 151.0 305 284
Fair value of fixed interest
rate debt(3) (7.9) (10.2)
EPRA Net Disposal Value 152.8 140.8 290 265
(1) Estimated purchasers' costs including fees and stamp duty
and related taxes
(2) Removal of goodwill as per the IFRS Balance Sheet - relates
predominantly to goodwill paid to acquire two long term car park
leaseholds in London
(3) Represents the adjustment to fair value (market price) of
the 2031 5.375% debenture
Responsibility statement of the directors
The directors confirm that, to the best of their knowledge,
these condensed consolidated interim financial statements have been
prepared in accordance with IAS 34 as adopted by the European
Union. The interim management report includes a fair review of the
information required by DTR 4.2.7R and DTR 4.2.8R, namely:
-- an indication of important events that have occurred during
the first six months of the financial year and their impact on the
condensed set of financial statements, and a description of the
principal risks and uncertainties for the remaining six months of
the financial year; and
-- material related party transactions in the first six months
of the financial year and any material changes in the related party
transactions described in the last Annual Report and Accounts.
A list of current directors is maintained on the Town Centre
Securities PLC Group website: www.tcs-plc.co.uk.
Principal risks and uncertainties
The group set out on page 48 of its annual report and accounts
2021 the principal risks and uncertainties that could impact its
performance; these remain largely unchanged since the annual report
was published. The group operates a structured risk management
process, which identifies and evaluates risks and uncertainties and
reviews mitigation activity.
The key underlying risks facing the business continue to relate
to tenant strength, particularly in the retail arena, portfolio
valuation and the related funding headroom which is driven by
portfolio valuation. Systems risk related to the increasing level
of cyber security threats and GDPR risk and the need to carefully
control the use of personal data continue to demand vigilance from
all staff.
TCS continues to operate in a conservative manner with processes
and procedures in place to ensure risk management is central to all
business planning and decision making. These processes and
procedures remain as detailed in the 2021 annual report.
Forward-looking statements
Certain statements in this half year report are forward-looking.
Although the Group believes that the expectations reflected in
these forward-looking statements are reasonable, it can give no
assurance that these expectations will prove to have been correct.
Because these statements involve risks and uncertainties, actual
results may differ materially from those expressed or implied by
these forward-looking statements.
The group undertakes no obligation to update any forward-looking
statements whether as a result of new information, future events or
otherwise.
Edward Ziff OBE DL Stewart MacNeill
Chairman and Chief Executive Group Finance Director
15 March 2021
Consolidated condensed income statement
for the six months ended 31 December 2021
Six months Six months Year
ended ended ended
31 December 31 December 30 June
2021 2020 2021
Unaudited Unaudited Audited
and restated
Notes GBP000 GBP000 GBP000
--------------------------------------------- ----------- ------------- -------
Gross revenue (excl. service charge
income) 12,939 10,436 18,703
Service charge income 1,415 1,301 2,726
-------------------------------------------- ----------- ------------- -------
Gross revenue 14,354 11,737 21,429
Provision for impairment of debtors 392 (22) 788
Service charge expenses (2,154) (1,808) (3,656)
Property expenses (4,929) (3,872) (7,489)
-------------------------------------------- ----------- ------------- -------
Net revenue 7,663 6,035 11,072
Administrative expenses (2,953) (2,780) (5,585)
Other income 1,302 462 1,989
Impairment of car parking assets 6 (340) (496) (111)
Reversal of impairment of hotel assets 6 121 - -
Valuation movement on investment properties 6 6,433 (3,146) 63
Profit/(loss) on disposal of investment
properties 1,194 (1,100) (2,320)
Share of post tax profits from joint
ventures 8 924 1,787 2,461
Operating profit 14,344 762 7,569
Finance costs 3 (3,880) (4,293) (8,145)
Profit/(loss) before taxation 10,464 (3,531) (576)
Taxation - - -
--------------------------------------------- ----------- ------------- -------
Profit/(loss) for the period 10,464 (3,531) (576)
--------------------------------------------- ----------- ------------- -------
All losses for the period are attributable to equity shareholders.
Earnings per share 5
Basic and Diluted 19.8p (6.6p) (1.1p)
EPRA (non-GAAP measure) 5.0p 0.0p 0.6p
--------------------------------------------- ----------- ------------- -------
Consolidated statement of comprehensive income
for the six months ended 31 December 2021
Six months Six months Year
ended ended ended
31 December 31 December 30 June
2021 2020 2021
Unaudited Unaudited Audited
and restated
GBP000 GBP000 GBP000
--------------------------------------------------------- ------------- -------
Profit/(loss) for the period 10,464 (3,531) (576)
Items that will not be subsequently reclassified
to profit or loss
Revaluation gains on hotel assets 400 - -
Revaluation gains on other investments 213 930 2,795
------------------------------------------------- ------ ------------- -------
Total other comprehensive income 613 930 2,795
Total comprehensive income/(loss) for the
period 11,077 (2,601) 2,219
------------------------------------------------- ------ ------------- -------
All recognised income for the period is attributable to equity
shareholders.
The accompanying notes are an integral part of these condensed
consolidated interim financial statements.
Consolidated condensed balance sheet
as at 31 December 2021
31 December 31 December 30 June
2021 2020 2021
Unaudited Unaudited Audited
and restated
Notes GBP000 GBP000 GBP000
--------------------------------------------------------------------------------------- ----------- ------------- ---------
Non-current assets
Property rental
Investment properties 6 203,870 233,904 218,909
Investments in joint ventures 8 17,136 15,538 16,212
----------------------------------------------------------------------------- -------- ----------- ------------- ---------
221,006 249,442 235,121
--------------------------------------------------------------------------------------- ----------- ------------- ---------
Car park activities
Freehold and right of use properties 6 73,213 75,086 74,502
Goodwill and intangible assets 7 4,996 4,144 4,841
78,209 79,230 79,343
--------------------------------------------------------------------------------------- ----------- ------------- ---------
Hotel operations
Freehold properties 6 9,030 - 8,630
9,030 - 8,630
Fixtures, equipment and motor
vehicles 6 928 1,058 955
Investments 9 9,367 7,352 9,217
----------------------------------------------------------------------------- -------- ----------- ------------- ---------
Total non-current assets 318,540 337,082 333,266
--------------------------------------------------------------------------------------- ----------- ------------- ---------
Current assets
Assets held for sale 11,515 - 3,850
Trade and other receivables 10 22,343 5,121 5,311
Cash and cash equivalents 18,157 17,842 21,670
--------------------------------------------------------------------------------------- ----------- ------------- ---------
Total current assets 52,015 22,963 30,831
--------------------------------------------------------------------------------------- ----------- ------------- ---------
Total assets 370,555 360,045 364,097
--------------------------------------------------------------------------------------- ----------- ------------- ---------
Current liabilities
Trade and other payables (11,247) (12,849) (11,499)
Financial liabilities 11 (55,144) (49,284) (63,373)
Total current liabilities (66,391) (62,133) (74,872)
--------------------------------------------------------------------------------------- ----------- ------------- ---------
Non-current liabilities
Financial liabilities 11 (139,112) (146,365) (133,830)
--------------------------------------------------------------------------------------- ----------- ------------- ---------
Total liabilities (205,503) (208,498) (208,702)
--------------------------------------------------------------------------------------- ----------- ------------- ---------
Net assets 165,052 151,547 155,395
--------------------------------------------------------------------------------------- ----------- ------------- ---------
Equity attributable to owners of the Parent
Called up share capital 12 13,193 13,290 13,282
Share premium account 200 200 200
Capital redemption reserve 656 559 567
Revaluation reserve 500 500 500
Retained earnings 150,503 136,998 140,846
--------------------------------------------------------------------------------------- ----------- ------------- ---------
Total equity 165,052 151,547 155,395
--------------------------------------------------------------------------------------- ----------- ------------- ---------
Net asset value per share 14 313p 285p 292p
----------------------------------------------------------------------------- -------- ----------- ------------- ---------
The accompanying notes are an integral part of these condensed
consolidated interim financial statements.
Consolidated condensed statement of changes in equity
for the six months ended 31 December 2021
Share Capital
Share premium redemption Revaluation Retained Total
capital account reserve Reserve earnings equity
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
--------------------------------------------- ------- ---------- ----------- -------- -------
Balance at 1 July 2020 13,290 200 559 500 140,529 155,078
Comprehensive income/(loss) for
the year
Loss for the period - - - - (3,531) (3,531)
Other comprehensive income - - - - 930 930
Total comprehensive income for the
period - - - - (2,601) (2,601)
Contributions by and distributions
to owners
Dividends relating to the year ended
30 June 2020 - - - - (930) (930)
------------------------------------- ------ ------- ---------- ----------- -------- -------
Balance at 31 December 2020 13,290 200 559 500 136,998 151,547
------------------------------------- ------ ------- ---------- ----------- -------- -------
Balance at 1 July 2021 13,282 200 567 500 140,846 155,395
Comprehensive income for the year
Profit for the period - - - - 10,464 10,464
Other comprehensive income - - - - 613 613
Total comprehensive loss for the
period - - - - 11,077 11,077
Contributions by and distributions
to owners
Arising on purchase and cancellation
of own shares (89) - 89 - (496) (496)
Dividends relating to the year ended
30 June 2021 - - - - (924) (924)
------------------------------------- ------ ------- ---------- ----------- -------- -------
Balance at 31 December 2021 13,193 200 656 500 150,503 165,052
------------------------------------- ------ ------- ---------- ----------- -------- -------
The accompanying notes are an integral part of these condensed
consolidated interim financial statements.
Consolidated condensed cash flow statement
for the six months ended 31 December 2021
Six months Six months ended Year ended
ended
31 December 31 December 30 June 2021
2021 2020
Unaudited Unaudited Audited
------------------ ---------------------
Notes GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
-------------------------------------- ------ ------- -------- -------- -------- -------- ---------
Cash flows from operating activities
Cash generated from operations 13 6,551 2,329 4,644
Interest paid (3,274) (3,523) (6,920)
Net cash generated from/(used in)
operating activities 3,277 (1,194) (2,276)
---------------------------------------------- ------- -------- -------- -------- -------- -----------
Cash flows from investing activities
Purchases and construction of investment
properties (7,424) - -
Refurbishment of investment properties (590) (2,033) (2,637)
Purchases of fixtures, equipment and
motor vehicles (102) (126) (198)
Proceeds from sale of investment properties 5,044 40,789 48,049
Payments for business acquisitions (189) - (874)
Acquisition of non-listed investments - (258) (258)
Net cash (used in)/generated from investing
activities (3,261) 38,372 44,082
------------------------------------------------------- -------- -------- -------- -------- -----------
Cash flows from financing activities
Proceeds from borrowings 4,086 - 4,000
Repayment of borrowings (3,721) (36,174) (44,091)
Principle element of lease payments (824) (820) (1,659)
Re-purchase of own shares (496) - -
Dividends paid to shareholders - - (1,860)
Net cash used in financing activities (955) (36,994) (43,610)
---------------------------------------------- ------- -------- -------- -------- -------- -----------
Net (decrease)/increase in cash and
cash equivalents (939) 184 (1,804)
Cash and cash equivalents at beginning
of period 557 2,361 2,361
---------------------------------------------- ------- -------- -------- -------- -------- -----------
Cash and cash equivalents at end of
period (382) 2,545 557
---------------------------------------------- ------- -------- -------- -------- -------- -----------
Cash and cash equivalents at the year-end are comprised of the following:
Cash balances 18,157 17,841 21,670
Overdrawn balances (18,539) (15,296) (21,113)
---------------------------------------------- ------- -------- -------- -------- -------- -----------
(382) 2,545 557
---------------------------------------------- ------- -------- -------- -------- -------- -----------
The Consolidated Cash Flow Statement should be read in
conjunction with Note 13.
The accompanying notes are an integral part of these condensed
consolidated interim financial statements.
Notes to the consolidated interim financial information
1. Financial information
General information
Town Centre Securities PLC (the "Company") is a public limited
company domiciled in the United Kingdom. Its shares are listed on
the main market of the London Stock Exchange. The address of its
registered office is Town Centre House, The Merrion Centre, Leeds
LS2 8LY. The principal activities of the group during the period
remained those of property investment, development and trading and
the provision of car parking.
This interim financial information was approved by the board on
14 March 2022.
The comparative financial information for the year ended 30 June
2021 in this half-yearly report does not constitute statutory
accounts for that year as defined in section 434 of the Companies
Act 2006. The statutory accounts for the year ended 30 June 2021
have been delivered to the Registrar of Companies. The auditors'
report on those accounts was unqualified, did not draw attention to
any matters by way of emphasis, and did not contain a statement
under 498(2) or 498(3) of the Companies Act 2006.
Basis of preparation
These condensed consolidated financial statements have been
prepared in accordance with IAS 34, "Interim Financial Reporting",
in accordance with UK adopted international accounting standards.
They do not include all disclosures that would otherwise be
required in a complete set of financial statements and should be
read in conjunction with the accounts for the year ended 30 June
2021. The financial information for the six months ended 31
December 2021 and 31 December 2020 is unaudited.
Significant accounting policies
The accounting policies adopted are consistent with those of the
previous financial year.
The group's financial performance is not seasonal.
Taxes on income in the interim periods are accrued using the tax
rate that would be applicable to expected total annual
earnings.
In the current environment, the directors consider the revenue
to be of particular importance and therefore we set out below our
revenue policy in respect of rental income:
Rental income
Revenue includes rental income net of VAT.
Most of the Group's rental income is billed either monthly or
quarterly in advance. A receivable and deferred income is
recognised at the date payment is due providing the Directors
consider the amount to be collectible. The Covid-19 pandemic has
increased the level of uncertainty as to whether amounts will be
collectible for some leases and as such no receivable (or a reduced
receivable) has been recognised in the current and prior year where
amounts have been billed and are due for payment if payment is not
considered probable. If the Directors consider an unrecognised
amount is collectible subsequent to its due date, then the
receivable is recognised at that date.
Rent receivables recognised are subject to impairment (refer to
the Trade and Other Related Party receivables policy above).
Any lease incentives are spread on a straight-line basis across
the period of the lease.
Rental income is recognised as revenue (to the extent it is
considered collectible) as follows:
i) Fixed rental income is recognised on a straight-line basis over the term of the lease;
ii) turnover rents are based on underlying turnover and are
recognised in the period to which the turnover relates;
iii) rent reviews are recognised in the period to which they
relate providing they have been agreed or otherwise on agreement;
and
iv) Where rent concessions have been granted that reduce the
payments due under a lease in future periods the total revised
consideration (plus any prepaid or accrued lease payments) is
spread over the remaining lease term from the date the concession
is granted.
Use of estimates and judgements
There have been no changes in the method of applying appropriate
accounting estimates in the period. Any difference between the
receivables previously recognised and the cash subsequently
collected has been disclosed in the income statement. There have
been no other estimates of amounts reported in prior periods which
have a material impact on the current half year period.
Going concern
The financial information for the six months ended 31 December
2021 have been prepared on a going concern basis. In light of the
recent COVID-19 pandemic and recovery the Directors have considered
various downside scenarios to the Group's financial forecasts in
assessing its ability to continue as a going concern. Despite the
negative economic impacts and the uncertainty in respect of the
timeline for recovery, the scenarios reviewed confirm the
appropriateness of preparing these financial statements on a going
concern basis. The Group is currently in compliance with all of its
covenants. The most material risk concerns the impact of the
COVID-19 pandemic on the valuation of the property portfolio and
our ability to meet gearing covenants, although the Group does have
potential mitigants at its disposal to address these uncertainties
which include, but are not limited to, further disposals of assets,
pledging as additional security ungeared properties currently
valued at GBP11.7m million at 31 December 2021 and seeking lender
consent to an extension of financial covenant waivers to cover
extended periods of disruption.
2. Segmental information
The chief operating decision-maker has been identified as the
board. The board reviews the group's internal reporting in order to
assess performance and allocate resources. The board has determined
the operating segments based on these reports.
Segmental assets
31 December 31 December 30 June
2021 2020 2021
GBP000 GBP000 GBP000
----------------------------- ----------- -------
Property rental 287,980 272,629 275,661
Car park activities 73,545 78,788 79,658
Hotel operations 9,030 8,630 8,778
-------------------- ------- ----------- -------
Total assets 370,555 360,047 364,097
-------------------- ------- ----------- -------
Segmental results
Six months ended Six months ended
31 December 2021 31 December 2020
-----------------------------------------
Property Car Hotel Property Car Hotel
park park
rental activities operations Total rental activities operations Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
------------------------ -------- ---------- ---------- ------- -------- ---------- ---------- -------
Gross revenue (excl.
service charge income) 5,763 5,733 1,443 12,939 6,573 3,504 359 10,436
Service charge income 1,415 - - 1,415 1,301 - - 1,301
------------------------ -------- ---------- ---------- ------- -------- ---------- ---------- -------
Gross revenue 7,178 5,733 1,443 14,354 7,874 3,504 359 11,737
Provision for impairment
of debtors 392 - - 392 (22) - - (22)
Service charge expenses (2,154) - - (2,154) (1,808) - - (1,808)
Property expenses (454) (3,318) (1,157) (4,929) (607) (2,802) (463) (3,872)
------------------------ -------- ---------- ---------- ------- -------- ---------- ---------- -------
Net revenue 4,962 2,415 286 7,663 5,437 702 (104) 6,035
Administrative expenses (2,422) (531) - (2,953) (2,229) (551) - (2,780)
Other income 1,302 - - 1,302 462 - - 462
Share of post tax
profits
from joint ventures 494 - - 494 477 - - 477
------------------------ -------- ---------- ---------- ------- -------- ---------- ---------- -------
Operating profit before
valuation movements 4,336 1,884 286 6,506 4,147 151 (104) 4,194
Valuation movement
on investment
properties 6,433 - - 6,433 (3,146) - - (3,146)
Impairment of car
parking
assets - (340) - (340) - (496) - (496)
Reversal of impairment
of hotel assets - - 121 121 - - - -
Profit/(loss) on
disposal
of investment
properties 1,194 - - 1,194 (1,100) - - (1,100)
Valuation movement
on joint venture
properties 430 - - 430 1,310 - - 1,310
Operating profit/(loss) 12,393 1,544 407 14,344 1,211 (345) (104) 762
Finance costs (3,880) (4,293)
Profit/(loss) before
taxation 10,464 (3,531)
Taxation - -
------------------------ -------- ---------- ---------- ------- -------- ---------- ---------- -------
Profit/(loss) for the
period 10,464 (3,531)
------------------------ -------- ---------- ---------- ------- -------- ---------- ---------- -------
All results are derived from activities conducted in the United
Kingdom.
The car park results include car park income from sites that are
held for future development. The value of these sites has been
determined based on their development value and therefore the total
value of these assets has been included within the assets of the
property rental business.
The net revenue at the development sites for the six months
ended 31 December 2021, arising from car park operations, was
GBP957,000. After allowing for an allocation of administrative
expenses, the operating profit at these sites was GBP747,000.
Revenue received within the car park and hotel segments, along
with service charge income from the property rental segment, is the
only revenue recognised on a contract basis under IFRS 15. All
other revenue within the property segment comes from rental lease
agreements.
3. Finance costs
Six months Six months Year
ended ended ended
31 December 31 December 30 June
2021 2020 2021
GBP000 GBP000 GBP000
--------------------------------------------- ----------- -------
Interest on debenture loan stock 2,674 2,787 5,575
Interest payable on bank borrowings 600 735 1,345
Amortisation of arrangement fees 120 160 212
Loss on repurchase of debenture
stock - 114 -
Interest expense on lease liabilities 486 497 1,013
3,880 4,293 8,145
-------------------------------------- ----- ----------- -------
4. Dividends
Six months Six months Year
ended ended ended
31 December 31 December 30 June
2021 2020 2021
GBP000 GBP000 GBP000
-------------------------------------- ----------- -------
2020 final dividend: 1.75p per
25p share - 930 930
2021 interim dividend: 1.75p per
25p share - - 930
2021 final dividend: 1.75p per
25p share 930 - -
--------------------------------- --- ----------- -------
930 930 1,860
--------------------------------- --- ----------- -------
A final dividend in respect of the year ended 30 June 2021 of
1.75p per share was approved at the company's annual general
meeting (AGM) on 29 December 2021 and was paid to shareholders on
21 January 2022. The entire dividend was paid as an ordinary
dividend.
An interim dividend in respect of the year ending 30 June 2022
of 2.5p per share is proposed. This dividend, based on the shares
in issue at 14 March 2022, amounts to GBP1.3m which has not been
reflected in these interim accounts and will be paid on 24 June
2022 to shareholders on the register on 20 May 2022. This dividend
will be paid entirely as a PID.
5. Earnings per share
The calculation of basic earnings per share has been based on
the profit for the period, divided by the number of shares in
issue. The weighted average number of shares in issue during the
period was 52,945,786 (2020: 53,161,950).
Six months Six months
ended ended
31 December 31 December Year ended
2021 2020 30 June 2021
---------------------------------------- -------------------- -------------------- --------------------
Earnings Earnings Earnings
Earnings per share Earnings per share Earnings per share
GBP000 Pence GBP000 Pence GBP000 Pence
---------------------------------------- -------- ---------- -------- ---------- -------- ----------
Basic earnings and earnings per
share 10,464 19.8 (3,531) (6.6) (576) (1.1)
Valuation movement on investment
properties (6,433) (12.1) 3,146 5.9 (63) (0.1)
Impairment of car parking assets 340 0.6 496 0.9 111 0.2
Reversal of impairment of hotel
assets (121) (0.2) - - - -
(Profit)/loss on disposal of investment
properties (1,194) (2.3) 1,100 2.1 2,320 4.4
Valuation movement on properties
held in joint ventures (430) (0.8) (1,310) (2.5) (1,488) (2.8)
Loss on repurchase of debenture
stock - - 114 0.2 - -
---------------------------------------- -------- ---------- -------- ---------- -------- ----------
EPRA earnings and earnings per
share 2,626 5.0 15 0.0 304 0.6
---------------------------------------- -------- ---------- -------- ---------- -------- ----------
There is no difference between basic and diluted earnings per
share.
There is no difference between basic and diluted EPRA earnings
per share.
6. Tangible fixed assets
(a) Investment properties - property rental business
Right of
Freehold use asset Development Total
GBP000 GBP000 GBP000 GBP000
--------------------------------------- ---------- ------------- --------
Valuation at 1 July 2020 210,125 6,138 37,751 254,014
Capital expenditure 2,146 - 22 2,168
Disposals (26,319) - - (26,319)
Transfer to hotel operations (8,630) - - (8,630)
Transfer to assets held
for sale - (3,850) - (3,850)
Valuation movement (4,095) 480 3,678 63
Movement in tenant lease
incentives 1,463 - - 1,463
Valuation at 1 July 2021 174,690 2,768 41,451 218,909
----------------------------- -------- ---------- ------------- --------
Additions at cost 7,424 - - 7,424
Capital expenditure 424 - 166 590
Disposals (17,480) (518) - (17,998)
Transfer to assets held
for sale (11,515) - - (11,515)
Valuation movement 5,424 - 1,009 6,433
Movement in tenant lease
incentives 27 - - 27
Valuation at 31 December
2021 158,994 2,250 42,626 203,870
----------------------------- -------- ---------- ------------- --------
(b) Freehold and right of use properties - car park
activities
Right of
Freehold use Total
asset
GBP000 GBP000 GBP000
-------------------------------------------- -------- -------
Valuation at 1 July 2020 30,650 45,863 76,513
IFRS16 adjustment - (95) (95)
Depreciation (329) (1,476) (1,805)
(Impairment)/reversal of impairment (421) 310 (111)
------------------------------------ ------ -------- -------
Valuation at 1 July 2021 29,900 44,602 74,502
------------------------------------ ------ -------- -------
IFRS16 adjustment - (48) (48)
Depreciation (160) (741) (901)
Impairment (340) - (340)
Valuation at 31 December 2021 29,400 43,813 73,213
------------------------------------ ------ -------- -------
(c) Freehold properties - hotel operations
Freehold
GBP000
-------------------------------------------
Valuation at 30 June 2020 -
Transfer from investment properties 8,630
------------------------------------ -----
Valuation at 1 July 2021 8,630
------------------------------------ -----
Depreciation (121)
Valuation movement 521
------------------------------------ -----
Valuation at 31 December 2021 9,030
------------------------------------ -----
The fair value of the Group's investment and development
properties, freehold car parks, hotel operations and assets held
for sale have been determined principally by independent,
appropriately qualified external valuers CBRE and Jones Lang
LaSalle. The remainder of the portfolio has been valued by the
Property Director.
Valuations are performed bi-annually and are performed
consistently across the Group's whole portfolio of properties. At
each reporting date appropriately qualified employees verify all
significant inputs and review computational outputs. The external
valuers submit and present summary reports to the Property Director
and the Board on the outcome of each valuation round.
Valuations take into account tenure, lease terms and structural
condition. The inputs underlying the valuations include market
rents or business profitability, incentives offered to tenants,
forecast growth rates, market yields and discount rates and selling
costs including stamp duty.
The development properties principally comprise land in Leeds
and Manchester. These have also been valued by appropriately
qualified external valuers Jones Lang LaSalle, taking into account
an assessment of their realisable value in their existing state and
condition based on market evidence of comparable transactions and
residual value calculations.
Leasehold (right-of-use) car park properties are accounted for
using the cost model including an assessment of the future value of
the minimum lease payments and are amortised on a straight line
basis over the remaining term of the lease or useful economic live
if deemed to be shorter.
Property income, values and yields have been set out by category
in the table below.
Initial Reversionary
Passing ERV Value yield yield
rent
GBP'000 GBP'000 GBP000 % %
-------------------------- --------- ------- ------- --------- --------------
Retail and leisure 1,355 1,845 23,104 5.5% 7.6%
Merrion Centre (excluding
offices) 4,728 5,474 58,604 7.6% 8.8%
Offices 2,771 4,704 55,661 4.7% 8.0%
Hotels 500 950 9,030 5.2% 9.9%
Out of town retail 1,021 1,155 14,500 6.7% 7.5%
Residential 506 516 9,375 5.1% 5.2%
-------------------------- --------- ------- ------- --------- --------------
10,881 14,644 170,274 6.0% 8.1%
-------------------------- --------- ------- ------- --------- --------------
Development property 42,626
Car parks 73,213
286,113
-------------------------- --------- ------- -------
Investment properties (freehold and right of use) and hotel
operations
The effect on valuation (excluding development property and car
parks) of applying a different yield and a different ERV would be
as follows:
Valuation at an initial yield of 7.0% - GBP146.1m, Valuation at
5.0% - GBP204.0m
Valuation at a reversionary yield of 9.1% - GBP151.6m, Valuation
at 7.1% - GBP194.1m
Investment properties (development properties)
The key unobservable inputs in the valuation of one of the
Group's development properties of GBP27.6m is the assumed per acre
or per unit land value. The effect on the development property
valuation of applying a different assumed per acre or per unit land
value would be as follows:
Valuation in the Consolidated Financial Statements if a 5%
increase in the per acre or per unit value - GBP29.0m, 5% decrease
in the per acre or per unit value - GBP26.2m.
The other key development property in the Group is valued on a
per acre development land value basis, the effect on the
development property valuation of applying reasonable sensitivities
would not create a material impact.
Freehold car park activities
The effect on the total valuation of the Group's freehold car
park properties of GBP29.4m in applying a different yield/discount
rate would be as follows:
Valuation in the Consolidated Financial Statements based on a 1%
decrease in the yield/discount rate - GBP34.7m, 1% increase in the
yield/discount rate - GBP25.5m
Property valuations can be reconciled to the carrying value of
the properties in the balance sheet as follows:
Investment Freehold
Properties and Leasehold
Properties Total
GBP000 GBP000 GBP000
---------------------------------------- ----------- -------------- -------
Externally valued by CB Richard Ellis 108,174 33,030 141,204
Externally valued by Jones Lang LaSalle 95,645 5,400 101,045
Investment and development properties
valued by the Directors 51 - 51
Right-of-Use Assets - 43,813 43,813
At 31 December 2021 203,870 82,243 286,113
---------------------------------------- ----------- -------------- -------
All investment properties, freehold properties held in property
plant and equipment, hotel operations and assets held for sale are
measured at fair value in the consolidated balance sheet and are
categorised as level 3 in the fair value hierarchy as defined in
IFRS13 as one or more inputs to the valuation are partly based on
unobservable market data. In arriving at their valuation for each
property (as in prior years) both the independent external valuers
and the Directors have used the actual rent passing and have also
formed an opinion as to the two significant unobservable inputs
being the market rental for that property and the yield (i.e. the
discount rate) which a potential purchaser would apply in arriving
at the market value. Both these inputs are arrived at using market
comparables for the type, location and condition of the
property.
(d) Fixtures, equipment and motor vehicles
Accumulated Net book
Cost depreciation value
GBP000 GBP000 GBP000
------------------------------- ------ ------------ --------
At 1 July 2020 4,483 3,370 1,113
Additions 198 - 198
On acquisition of subsidiaries 30 - 30
Depreciation - 386 (386)
------------------------------- ------ ------------ --------
At 1 July 2021 4,711 3,756 955
------------------------------- ------ ------------ --------
Additions 102 - 102
Depreciation - 129 (129)
------------------------------- ------ ------------ --------
At 31 December 2021 4,813 3,885 928
------------------------------- ------ ------------ --------
7. Goodwill and intangible assets
Six months Six months Year
ended ended ended
31 December 31 December 30 June
2021 2020 2021
GBP000 GBP000 GBP000
------------------------------------- ----------- ----------- -------
Goodwill
At start of the period 4,436 4,024 4,024
On acquisition of subsidiaries - 120 412
4,436 4,144 4,436
------------------------------------- ----------- ----------- -------
Intangible assets
At start of period 405 - -
On acquisition of subsidiaries 250 - 442
Amortisation (95) - (37)
------------------------------------- ----------- ----------- -------
560 - 405
------------------------------------- ----------- ----------- -------
Total goodwill and intangible assets 4,996 4,144 4,841
------------------------------------- ----------- ----------- -------
Goodwill represents the difference between the fair value of the
consideration paid on the acquisitions of car park businesses and
the fair value of the assets and liabilities acquired as part of
these business combinations.
Intangible assets represent short term customer contracts
relating to car park enforcement businesses acquired in the
periods.
8. Investments in joint ventures
Six months Six months Year
ended ended Ended
31 December 31 December 30 June
2021 2020 2021
GBP000 GBP000 GBP000
--------------------------- ----------- ----------- -------
Interest in joint ventures
At start of period 16,212 13,751 13,751
Share of profits after tax 432 1,787 863
Loan interest 62 - 110
Valuation movement 430 - 1,488
At end of period 17,136 15,538 16,212
--------------------------- ----------- ----------- -------
Investments in joint ventures are
broken down as follows:
31 December 31 December 30 June
2021 2020 2021
GBP000 GBP000 GBP000
---------------------------------- ----------- ----------- -------
Equity 11,238 9,961 10,376
Loans 5,898 5,577 5,836
17,136 15,538 16,212
---------------------------------- ----------- ----------- -------
Investments in joint ventures primarily relates to the Group's
interest in the partnership capital of Merrion House LLP and loan
to Belgravia Living Group Limited. The investment property held
within these joint ventures has been externally valued at each
reporting date.
9. Investments
31 December 31 December 30 June
2021 2020 2021
GBP000 GBP000 GBP000
------------------------------ ----------- -------
Listed investments 5,952 3,937 5,802
Non-listed investments 3,415 3,415 3,415
9,367 7,352 9,217
----------------------- ----- ----------- -------
Listed investments
31 December 31 December 30 June
2021 2020 2021
GBP000 GBP000 GBP000
---------------------------------------- ----------- -------
At start of the period 5,802 3,508 3,508
Disposals (63) - -
Increase in value of investments 213 429 2,294
At the end of the period 5,952 3,937 5,802
--------------------------------- ----- ----------- -------
Listed investments relate to an equity shareholding in a company
listed on the London Stock Exchange. This is stated at market value
in the table above and has a historic cost of GBP882,300 (2020:
GBP889,130).
Listed investments are measured at fair value in the
consolidated balance sheet and are categorised as level 1 in the
fair value hierarchy as defined in IFRS13 as the inputs to the
valuation are based on quoted market prices.
The maximum risk exposure at the reporting date is the fair
value of the other investments.
Non-listed investments
31 December 31 December 30 June
2021 2020 2021
GBP000 GBP000 GBP000
---------------------------------------- ----------- -------
At the start of the year 3,415 2,656 2,656
Additions - 258 258
Increase in value of investments - 501 501
3,415 3,415 3,415
--------------------------------- ----- ----------- -------
Non-listed investments primarily relate to an equity
shareholding and loans advanced to YourParkingSpace Limited, a
privately owned company incorporated in the United Kingdom.
The fair value of YourParkingSpace Limited has been determined
principally by the directors based on an independent, appropriately
qualified external valuation produced by GlobalView Advisors. There
are no other material non-listed investments that require external
valuation.
The loans are held at amortised cost and are assess for
impairment under the IFRS 9 expected credit loss model.
The assets are categorised as level 3 in the fair value
hierarchy as defined in IFRS 13 as the inputs to the valuation are
based on unobservable inputs.
10. Trade and other receivables
Included with Trade and other receivables at 31 December 2021
are funds of GBP18.705m which are secured against the Group's
debenture stock (30 June 2021: GBP1.225m). As these funds are ring
fenced and not immediately available to the Group, they are
included within Trade and other receivables..
11. Financial liabilities
31 December 31 December 30 June
2021 2020 2021
GBP000 GBP000 GBP000
----------------------------------------------- ----------- -------
Current
Bank overdraft 18,539 15,296 21,113
Bank borrowings 34,956 32,330 40,601
Lease liabilities 1,649 1,658 1,659
-------------------------------------- ------- ----------- -------
55,144 49,284 63,373
-------------------------------------- ------- ----------- -------
Non-Current
Bank borrowings 12,293 18,387 6,170
Lease liabilities 27,426 28,596 28,273
5.375% First mortgage debenture stock 99,393 99,382 99,387
139,112 146,365 133,830
-------------------------------------- ------- ----------- -------
194,256 195,649 197,203
-------------------------------------- ------- ----------- -------
Bank overdrafts have previously been recognised within Trade and
Other Payables. Due to the nature of these liabilities the
presentation of overdrawn bank balances has been reviewed and it is
considered presentation within Financial Liabilities is more
appropriate. The presentation has been amended for each period as
set out in the table above.
Fair value of current borrowings
The fair value of bank borrowings and overdrafts approximates to
their carrying value.
Fair value of non-current borrowings
31 December 2021 31 December 2020 30 June 2021
---------------------------- ---------------------- ---------------------- ----------------------
Book value Fair value Book value Fair value Book value Fair value
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
---------------------------- ---------- ---------- ---------- ---------- ---------- ----------
Debenture stock 99,393 107,311 99,382 115,159 99,387 109,574
Non-current bank borrowings 12,293 12,293 18,387 18,387 6,170 6,170
---------------------------- ---------- ---------- ---------- ---------- ---------- ----------
12. Called up equity share capital
Authorised
164,879,000 (30 June 2021: 164,879,000) ordinary shares of 25p
each.
Issued and fully paid up Number of Nominal
shares value
000 GBP000
---------------------------------- --------- -------
At 1 July 2021 53,131 13,282
Purchase and cancellation of own
shares (356) (89)
---------------------------------- --------- -------
At 31 December 2021 52,775 13,193
---------------------------------- --------- -------
13. Cash flows from operating activities
Six months Six months Year
ended ended ended
31 December 31 December 30 June
2021 2020 2021
GBP000 GBP000 GBP000
------------------------------------------------- ----------- ----------- -------
Loss for the period 10,464 (3,531) (576)
Adjustments for:
Depreciation 1,151 1,064 2,191
Amortisation 95 - 37
(Profit)/loss on disposal of investment
properties (1,194) 1,100 2,320
Finance costs 3,880 4,293 8,145
Share of joint venture profits after tax (924) (1,787) (2,461)
Movement in revaluation of investment properties (6,433) 3,146 (63)
Movement in lease incentives (27) 98 (1,463)
Impairment/(reversal of impairment) of car
parking assets 340 496 111
Reversal of impairment of hotel assets (121) - -
Decrease/(increase) in receivables 524 (1,576) (2,675)
Decrease in payables (1,204) (974) (922)
------------------------------------------------- ----------- ----------- -------
Cash generated from operations 6,551 2,329 4,644
------------------------------------------------- ----------- ----------- -------
14. Net asset value per share
Net asset value per share is calculated as the net assets of the
Group attributable to shareholders at each balance sheet date,
divided by the number of shares in issue at that date.
Six months Six months Year
ended ended ended
31 December 31 December 30 June
2021 2020 2021
Net asset value (GBP'000) 165,052 151,960 155,395
------------------------------------ ------------ ------------ -----------
Number of ordinary shares in issue 52,774,977 53,161,950 53,131,035
------------------------------------ ------------ ------------ -----------
Net asset value per share (pence) 313p 286p 292p
------------------------------------ ------------ ------------ -----------
15. Related party information
There have been no material changes in the related party
transactions described in the 2021 Accounts.
16. Restatement of prior year figures
During the prior year the Directors identified that a number of
the Group's accounting policies were either not in compliance with
the relevant accounting standard or where not applied correctly.
For this reason prior year figures have been restated and the
details are summarised below:
1) Classification of owner-occupied assets
The Group operates a number of car parks on freehold land owned
by the Group. Under the relevant accounting standards these
owner-occupied car parks are required to be classified as Property,
Plant and Equipment. During the period two car parks were
identified that were misclassified as Investment Property. The
prior year comparatives have been restated to:
-- Reclassify investment property as Freehold and Leasehold
Properties (car park activities) within the Consolidated balance
sheet, the amount being GBP25,950,000 at 31 December 2020.
-- Recognise a depreciation charge of GBP144,000 within the
Consolidated income statement for the period ended 31 December
2020.
-- Recognise an impairment of GBP806,000 on Freehold and
Leasehold Properties within the Consolidated income statement for
the period ended 31 December 2020.
-- Increase the valuation movement on investment properties in
the income statement by GBP950,000 for the period ended 31 December
2020.
The adjustment has no overall effect on the total net assets of
the Group at 31 December 2020 or on the Group's loss for the period
ended 31 December 2020.
2) Measurement of leasehold properties (car park activities)
The group operates a number of car parks from leasehold
properties (right-of-use assets). The Directors consider that the
leased sites upon which these car parks are operated fall into one
class of asset because they are of similar nature and use in the
Group's operations. Accounting standards require right-of-use
assets within the same class of assets to be measured consistently
using either the cost model or the revaluation model.
In the prior year, leasehold properties were inconsistently
split between two classes of assets, being long leasehold and
right-of-use assets. Within these classes a mixed measurement
approach was applied with two sites held at valuation and the
remaining held under the cost model.
The prior year comparative figures have been restated to present
all leased car park sites as right-of-use assets within note 6(B)
and to consistently apply the cost model to the entire class of
assets. The effect of this restatement is:
-- A decrease in Freehold and leasehold properties of GBP559,000 at 31 December 2020
-- Recognise an additional depreciation charge of GBP73,000
within the Consolidated income statement for the year ended 31
December 2020
-- Recognise an additional reversal of impairment of GBP60,000
on Freehold and Leasehold Properties within the Consolidated income
statement for the year ended 31 December 2020
The adjustment results in a reduction in net assets of
GBP559,000 at 31 December 2020. The adjustment also results in a
GBP13,000 increase to the Group loss for the period ended 31
December 2020.
3) Provisions / trade and other payables
In the prior year a provision of GBP146,000 was recognised in
relation to future anticipated repairs and maintenance costs on an
Investment Property owned by the Group. The provision was presented
within trade and other payables. The provision should not have been
recognised as the amount relates to a future operating cost of the
Group. The prior year comparatives have been restated to:
-- Reduce trade and other payables within the Consolidated
Balance Sheet by GBP146,000 at 31 December 2020.
The adjustment results in an increase in net assets of
GBP146,000 at 31 December 2020. The adjustment has no effect on the
income statement for the period ended 31 December 2020.
4) Classification of Investments
The Group owns shares in a company listed on the AIM market of
the London Stock Exchange. The total value of the investment at 31
December 2020 was GBP3,937,000 and this was presented in the
Consolidated balance sheet within current asset investments. The
investment should not have been classified as current because on 31
December 2020 management did not expect to realise the asset within
twelve months of the reporting date.
The Group additionally holds shares in an unlisted company which
were valued at GBP3,415,000 at 30 December 2020. Previously this
investment was presented within car park activities as a
non-current investment. This investment has been re-classified
outside of car park activities and presented with the Group's
listed investment in non-current assets.
The prior year comparatives have been restated to:
-- Decrease current investments in the Consolidated balance
sheet by GBP3,937,000 at 31 December 2020
-- Decrease non-current investments (car park activities) in the
Consolidated balance sheet by GBP3,415,000 at 31 December 2020
-- Increase non-current investments in the Consolidated balance
sheet by GBP7,352,000 at 31 December 2020.
The adjustment has no overall effect on the total net assets of
the Group at 31 December 2020 or on the Group's loss for the year
ended 31 December 2020.
The above restatements do not have any tax implications as the
Group's activities are tax exempt due to its REIT status.
The impact on the Balance Sheet as at 31 December 2020 is as
follows:
2020 (1) (2) (3) (4) 2020
Previously Car parking Leasehold Sinking Listed Restated
reported assets properties fund investments
provision
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
----------------------------- ------------ ------------- ------------ ----------- ------------- ----------
Non-current assets
Property rental
Investment properties 259,854 (25,950) - - - 233,904
Investments in joint
ventures 15,538 - - - - 15,538
275,392 (25,950) - - - 249,442
----------------------------- ------------ ------------- ------------ ----------- ------------- ----------
Car park activities
Freehold and leasehold
properties 49,695 25,950 (559) - - 75,086
Goodwill and intangible
assets 4,144 - - - - 4,144
Investments 3,415 - - - (3,415) -
57,254 25,950 (559) - (3,415) 79,230
----------------------------- ------------ ------------- ------------ ----------- ------------- ----------
Fixtures, equipment
and motor vehicles 1,058 - - - - 1,058
Investments - - - - 7,352 7,352
----------------------------- ------------ ------------- ------------ ----------- ------------- ----------
Total non-current assets 333,704 - (559) - 3,937 337,082
----------------------------- ------------ ------------- ------------ ----------- ------------- ----------
Current assets
Investments 3,937 - - - (3,937) -
Assets held for sale - - - - - -
Trade and other receivables 5,121 - - - - 5,121
Cash and cash equivalents 17,842 - - - - 17,842
----------------------------- ------------ ------------- ------------ ----------- ------------- ----------
Total current assets 26,900 - - - (3,937) 22,963
----------------------------- ------------ ------------- ------------ ----------- ------------- ----------
Total assets 360,604 - (559) - - 360,045
----------------------------- ------------ ------------- ------------ ----------- ------------- ----------
Current liabilities
Trade and other payables (12,995) - - 146 - (12,849)
Financial liabilities (49,284) - - - - (49,284)
Total current liabilities (62,279) - - 146 - (62,133)
----------------------------- ------------ ------------- ------------ ----------- ------------- ----------
Non-current liabilities
Financial liabilities (146,365) - - - - (146,365)
----------------------------- ------------ ------------- ------------ ----------- ------------- ----------
Total liabilities (208,644) - - 146 - (208,498)
----------------------------- ------------ ------------- ------------ ----------- ------------- ----------
Net assets 151,960 - (559) 146 - 151,547
----------------------------- ------------ ------------- ------------ ----------- ------------- ----------
Equity attributable
to the owners of the
Parent
Called up share capital 13,290 - - - - 13,290
Share premium account 200 - - - - 200
Capital redemption
reserve 559 - - - - 559
Revaluation reserve 750 - (250) - - 500
Retained earnings 137,161 - (309) 146 - 136,998
----------------------------- ------------ ------------- ------------ ----------- ------------- ----------
Total equity 151,960 - (559) 146 - 151,547
----------------------------- ------------ ------------- ------------ ----------- ------------- ----------
The impact on the income statement is as follows:
2020 (1) (2) 2020
Previously Car parking Leasehold Restated
reported assets properties
GBP000 GBP000 GBP000 GBP000
---------------------------------- ------------ ------------- ------------ ----------
Gross revenue 10,436 - - 10,436
Service charge income 1,301 - - 1,301
Provision for impairment of
debtors (22) - - (22)
Service charge expenses (1,808) - - (1,808)
Property expenses (3,655) (144) (73) (3,872)
---------------------------------- ------------ ------------- ------------ ----------
Net revenue 6,252 (144) (73) 6,035
Administrative expenses (2,780) - - (2,780)
Other income 462 - - 462
Other expenses - - - -
Valuation movement on investment
properties (4,096) 950 - (3,146)
Impairment of car parking
assets 250 (806) 60 (496)
Profit on disposal of investment
properties (1,100) - - (1,100)
Share of post-tax profits
from joint ventures 1,787 - - 1,787
---------------------------------- ------------ ------------- ------------ ----------
Operating loss 775 - (13) 762
Finance costs (4,293) - - (4,293)
---------------------------------- ------------ ------------- ------------ ----------
Loss before taxation (3,518) - (13) (3,531)
Taxation - - - -
---------------------------------- ------------ ------------- ------------ ----------
Loss for the year attributable
to owners of the Parent (3,518) - (13) (3,531)
---------------------------------- ------------ ------------- ------------ ----------
The impact on the cash flow statement is as follows:
2020 (1) (2)
Previously Car parking Leasehold 2020
reported assets properties Restated
GBP000 GBP000 GBP000 GBP000
------------------------------------- ------------ ------------- ------------ -----------
Loss for the financial year (3,518) - (13) (3,531)
Adjustments for:
Depreciation 847 144 73 1,064
Profit on disposal of investment
properties 1,100 - - 1,100
Finance costs 4,293 - - 4,293
Share of post tax profits from
joint ventures (1,787) - - (1,787)
Movement in valuation of investment
and development properties 4,096 (950) - 3,146
Movement in lease incentives 98 - - 98
(Reversal of impairment)/impairment
of car parking assets (250) 806 (60) 496
Increase in receivables (1,576) - - (1,576)
Decrease in payables (974) - - (974)
------------------------------------- ------------ ------------- ------------ -----------
Cash generated from operations 2,329 - - 2,329
------------------------------------- ------------ ------------- ------------ -----------
INDEPENDENT REVIEW REPORT TO Town Centre Securities Plc
Conclusion
We have been engaged by the company to review the condensed set
of financial statements in the half-yearly financial report for the
six months ended 31 December 2021 which comprises the consolidated
condensed income statement, the consolidated condensed balance
sheet, the consolidated condensed statement of changes in equity,
the consolidated condensed cash flow statement and the notes to the
financial information
Based on our review, nothing has come to our attention that
causes us to believe that the condensed set of financial statements
in the half-yearly financial report for the six months ended 31
December 2021 is not prepared, in all material respects, in
accordance with UK adopted International Accounting Standard 34 and
the Disclosure Guidance and Transparency Rules of the United
Kingdom's Financial Conduct Authority.
Basis for conclusion
We conducted our review in accordance with International
Standard on Review Engagements (UK) 2410, "Review of Interim
Financial Information Performed by the Independent Auditor of the
Entity" ("ISRE (UK) 2410"). A review of interim financial
information consists of making enquiries, primarily of persons
responsible for financial and accounting matters, and applying
analytical and other review procedures. A review is substantially
less in scope than an audit conducted in accordance with
International Standards on Auditing (UK) and consequently does not
enable us to obtain assurance that we would become aware of all
significant matters that might be identified in an audit.
Accordingly, we do not express an audit opinion.
As disclosed in note 1, the annual financial statements of the
group are prepared in accordance with UK adopted international
accounting standards. The condensed set of financial statements
included in this half-yearly financial report has been prepared in
accordance with UK adopted International Accounting Standard 34,
"Interim Financial Reporting.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than
those performed in an audit as described in the Basis for
conclusion section of this report, nothing has come to our
attention to suggest that the directors have inappropriately
adopted the going concern basis of accounting or that the directors
have identified material uncertainties relating to going concern
that are not appropriately disclosed.
This conclusion is based on the review procedures performed in
accordance with ISRE (UK) 2410, however future events or conditions
may cause the group to cease to continue as a going concern.
Responsibilities of directors
The directors are responsible for preparing the half-yearly
financial report in accordance with the
Disclosure Guidance and Transparency Rules of the United
Kingdom's Financial Conduct Authority.
In preparing the half-yearly financial report, the directors are
responsible for assessing the company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the company or to cease
operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the review of the financial
information
In reviewing the half-yearly report, we are responsible for
expressing to the Company a conclusion on the condensed set of
financial statement in the half-yearly financial report. Our
conclusion, including our Conclusions Relating to Going Concern,
are based on procedures that are less extensive than audit
procedures, as described in the Basis for Conclusion paragraph of
this report.
Use of our report
Our report has been prepared in accordance with the terms of our
engagement to assist the Company in meeting the requirements of the
Disclosure Guidance and Transparency Rules of the United Kingdom's
Financial Conduct Authority and for no other purpose. No person is
entitled to rely on this report unless such a person is a person
entitled to rely upon this report by virtue of and for the purpose
of our terms of engagement or has been expressly authorised to do
so by our prior written consent. Save as above, we do not accept
responsibility for this report to any other person or for any other
purpose and we hereby expressly disclaim any and all such
liability.
BDO LLP
Chartered Accountants
London, UK
Date 15 March 2022
BDO LLP is a limited liability partnership registered in England
and Wales (with registered number OC305127).
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END
IR FLFVAVAIELIF
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March 16, 2022 03:00 ET (07:00 GMT)
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