|
Date:
|
21 November 2024
|
|
On behalf of:
|
First Property Group plc ("First
Property" or the "Group" or the "Company")
|
|
Embargoed:
|
0700hrs
|
First Property Group plc
Interim results for the six months to 30 September
2024
First Property Group plc (AIM: FPO),
the award-winning property fund manager and investor with
operations in the United Kingdom and Central Europe, today
announces its interim results for the six months ended 30 September
2024.
Highlights:
· Profit
before tax: £1.16 million (30 September 2023: loss before tax:
£0.65 million);
· Successful completion of an open offer of 36,960,777 new
shares at 8 pence per share, raising £2.96 million (before
expenses);
· New
lease signed over 3,100 square metres at a Group Property (Blue
Tower) in Warsaw, which should contribute some £800,000 per annum
to profit before tax from December 2024;
· Cash:
£5.89 million (31 March 2024: £4.63 million);
· Net
debt: £18.65 million (31 March 2024: £22.99 million);
· Third
party Assets Under Management ("AUM"): £186 million (31 March 2024:
£222 million);
· Total
AUM: £237 million (31 March 2024: £274 million);
· Weighted average unexpired fund management contract term at 30
September 2024: 3 years, 2 months (31 March 2024: 1 year, 9
months).
Financial summary:
|
|
Unaudited
six months
to
30 Sep 2024
|
Unaudited
six months
to
30 Sep
2023
|
Percentage
change
|
Audited
year
to
31 Mar
2024
|
|
|
Income Statement:
|
|
|
|
|
|
|
Statutory profit/(loss) before
tax
|
£1.16m
|
(£0.65m)
|
+278.5%
|
(£4.41m)
|
|
|
Diluted profit/(loss) earnings per
share
|
0.91p
|
(0.99p)
|
+191.9%
|
(4.04p)
|
|
|
Total dividend per share
|
-
|
-
|
-
|
-
|
|
|
Average €/ £ rate
|
1.1833
|
1.1590
|
-
|
1.1606
|
|
|
|
|
|
|
|
|
|
|
Unaudited
as at
30 Sep 2024
|
Audited
as
at
31 Mar
2024
|
Percentage
change
|
Unaudited
as
at
30 Sep
2023
|
|
|
Balance Sheet at period end:
|
|
|
|
|
|
|
Investment properties at book
value
|
£44.90m
|
£45.76m
|
-1.9%
|
£47.13m
|
|
|
Investment properties at market
value
|
£50.52m
|
£51.90m
|
-2.7%
|
£53.28m
|
|
|
|
|
|
|
|
|
|
Associates and investments at book
value
|
£20.66m
|
£19.90m
|
+3.8%
|
£20.03m
|
|
|
Associates and investments at market
value
|
£20.90m
|
£20.26m
|
+3.2%
|
£22.30m
|
|
|
|
|
|
|
|
|
|
Cash balances
|
£5.89m
|
£4.63m
|
+27.2%
|
£6.71m
|
|
Cash per share
|
3.98p***
|
4.18p
|
-4.8%
|
6.05p
|
|
Gross debt
|
£24.54m
|
£27.62m
|
-11.2%
|
£28.93m
|
|
Net debt
|
£18.65m
|
£22.99m
|
-18.9%
|
£22.22m
|
|
|
|
|
|
|
|
Gearing ratio at book
value*
|
36.39%
|
41.47%
|
-
|
42.60%
|
|
Gearing ratio at market
value**
|
33.98%
|
38.28%
|
-
|
39.38%
|
|
|
|
|
|
|
|
Net assets at book value
|
£42.88m
|
£38.98m
|
+10.0%
|
£41.65m
|
|
Net assets at market value
|
£47.66m
|
£44.53m
|
+7.0%
|
£49.22m
|
|
Adjusted net assets per share (EPRA
basis)
|
31.79p
|
39.41p
|
-19.3%
|
43.56p
|
|
|
|
|
|
|
|
Period end €/ £ rate
|
1.2019
|
1.1697
|
-
|
1.1528
|
|
|
|
|
|
|
|
|
* Gearing ratio = Gross debt divided
by Gross assets.
** Attributable to the owners of the
parent, excludes non-controlling interest.
***Calculation includes new shares
issued following completion of the open offer on 23 September
2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Commenting on the results, Ben Habib, Chief Executive of First
Property, said:
"I am delighted to report our swing
back into profit.
"Markets in the UK remain difficult
though there would appear to be a marginal improvement in certain
sub-sectors of the property market. Poland is less liquid with
access to debt for the purchase of properties remaining
tight.
"Institutions are nervous of
property and it is likely that we shall therefore be trading
property on a bespoke basis rather than establishing blind pools of
funds for thematic investment as we have done in the
past."
Investor presentation:
A briefing for analysts and
investors will be held at 11.00hrs today via Investor Meet Company.
To participate it is necessary to register at
https://www.investormeetcompany.com/first-property-group-plc/register-investor
and
select to meet the Company. Those who have already registered and
selected to meet the Company will be automatically invited. A copy
of the accompanying investor presentation and a recording of the
call will be posted on the Group's website.
For further information
please contact:
|
First Property Group plc
|
Tel: +44 (20) 7340 0270
|
|
Ben Habib (Chief Executive
Officer)
Laura James (Group Finance
Director)
Jeremy Barkes (Director, Business
Development)
|
www.fprop.com
investor.relations@fprop.com
|
|
Jill Aubrey (Company
Secretary)
|
|
|
Allenby Capital (NOMAD &
Broker)
|
Tel: + 44 (0) 20 3328
5656
|
|
Nick Naylor / Daniel
Dearden-Williams (Corporate Finance)
Amrit Nahal / Tony
Quirke (Sales and Corporate Broking)
|
|
Notes to Investors and Editors:
First Property Group plc is an
award-winning property fund manager and investor with operations in
the United Kingdom and Central Europe. Its focus is on higher
yielding commercial property with sustainable cash flows. The
Company is flexible and takes an active approach to asset
management. Its earnings are derived from:
· Fund
Management - via its FCA regulated and AIFMD approved subsidiary,
First Property Asset Management Ltd ("FPAM"), which earns fees from
investing for third parties in property. FPAM currently manages
eleven funds which are invested across the United Kingdom, Poland
and Romania.
· Group
Properties - principal investments by the Group, to earn a return
on its own capital, usually in partnership with third parties.
Investments include six directly held properties in Poland and one
in Romania, and non-controlling interests in nine of the eleven
funds managed by FPAM.
Quoted on AIM, First Property has
offices in London and Warsaw. Further information about the Group
and its properties can be found at: www.fprop.com.
CHIEF EXECUTIVE'S STATEMENT
Performance:
I am pleased to report interim
results for the six months ended 30 September 2024.
Revenue earned by the Group during
the period was £3.94 million (30 September 2023: £3.97 million)
yielding a profit before tax of £1.16 million (30 September 2023
loss before tax: £0.65 million).
The profit was largely attributed to
a £0.94 million increase in the value of the Group's associate
investment in Fprop Phoenix Ltd ("FPL") as a result of profits it
earned from the trading of properties.
In addition, the Group received a
one-off advance payment of fund management fees by SIPS Property
Nominee Limited ("SIPS") which totalled £300,000. This payment was
in respect of properties sold prior to the end of the fund's life
in January 2026.
Profit before tax was also impacted
by a reduction of £0.46 million in the value of the Group's share
in Fprop Opportunities plc ("FOP").
Diluted earnings per share amounted
to 0.91 pence (30 September 2023: loss per share: 0.99
pence).
The Group ended the period with net
assets calculated under the cost basis of accounting of £42.88
million (31 March 2024: £38.98 million), equating to 29.01 pence
per share (31 March 2024: 35.15 pence per share). The net assets of
the Group with property values adjusted to their market value less
any deferred tax liabilities (EPRA basis) was £47.66 million, or
31.79 pence per share (31 March 2024: £44.53 million, or 39.41
pence per share). The market values of the Group's properties are
independently assessed once a year, on 31 March.
Gross debt at the period end
amounted to £24.54 million (31 March 2024: £27.62 million), which
was secured against six commercial properties in Poland. Of this,
£14.73 million was non-interest bearing and represents deferred
consideration payable for the purchase of two properties in Poland.
The debt secured on the properties and the deferred considerations
are ring fenced from the Group.
The Group's gearing ratio,
calculated with its seven directly owned properties at book value,
was 36.39% (31 March 2024: 41.47%). Using market values for these
properties the gearing ratio was 33.98% (31 March 2024:
38.28%).
The Group's seven directly owned
properties are held in separate non-recourse special purpose
vehicles without any cross collateralisation of the debt or Group
guarantees.
During the period the Group
undertook an open offer for new shares to all qualifying
shareholders to raise £2.96
million (before expenses) via the issue of 36,960,777 new
shares at 8 pence per share. The net proceeds from the open
offer have provided the Company with additional working capital to,
inter alia, settle the deferred consideration payments due
on Blue Tower, a directly owned property in Warsaw, and to
complete fit-out works in it following the signing of a new
lease, as announced on 25 July 2024. The Board was delighted
with the support from shareholders, with 83.63% of shares taken up
by qualifying shareholders. The shares not taken up by shareholders
were acquired by Alasdair Locke and myself in our capacity as
underwriters of the open offer.
Group cash balances at the period
end stood at £5.89 million (31 March 2024: £4.63 million),
equivalent to 3.98 pence per share (31 March 20234: 4.18 pence per
share).
During the period the Group repaid
£0.42 million of its bank loans and met its deferred consideration
obligation of £1.96 million in respect of Blue Tower.
Dividend:
The Directors have resolved not to
pay a dividend in respect of the six months to 30 September 2024
(30 September 2023: £Nil).
REVIEW OF
OPERATIONS
PROPERTY FUND MANAGEMENT ("First Property Asset Management
Ltd" or "FPAM")
Third party assets under management
at the period end decreased by 16% to £185.5 million (31 March
2024: £221.8 million). The decrease was attributable mainly to
the sale by five funds of twelve properties in the United Kingdom
with an aggregate value of £46.55 million, offset by the purchase
of three properties on behalf of two funds with an aggregate value
of £11.50 million.
44% of third-party assets under
management were located in the UK, 52% in Poland and 4% in
Romania.
Revenue earned by this division
during the period decreased to £1.17 million (30
September 2023: £1.26 million), resulting in profit before
unallocated central overheads and tax of £0.41 million (30
September 2023: £0.16 million).
During the period the Group
received £300,000 in respect of a one-off advance payment of fund
management fees by SIPS Property Nominee Limited ("SIPS"), in
respect of four properties sold prior to the end of the fund's life
in January 2026.
At the period end fund management
fee income, excluding performance fees, was being earned at an
annualised rate of £1.42 million (as at 31 March 2024: £2.06
million).
FPAM's weighted average unexpired
fund management contract term at the period end was 3 years, 2
months (31 March 2024: 1 year, 9 months).
The reconciliation of movement in
third party funds under management during the period is shown
below:
|
|
Funds managed for third
parties (including funds in which the Group is a minority
shareholder)
|
|
|
UK
£m.
|
CEE
£m.
|
Total
£m.
|
No. of
prop's
|
|
As at 1 Apr 2024
|
115.01
|
106.76
|
221.77
|
35
|
|
Property purchases
|
11.50
|
-
|
11.50
|
3
|
|
Property sales
|
(46.55)
|
-
|
(46.55)
|
(12)
|
|
Capital expenditure
|
0.10
|
0.20
|
0.30
|
-
|
|
Property revaluation
|
1.88
|
(0.40)
|
1.48
|
-
|
|
FX revaluation
|
-
|
(3.05)
|
(3.05)
|
-
|
|
As
at 30 Sep 2024
|
81.94
|
103.51
|
185.45
|
26
|
An overview of the value and
maturity of each of the funds managed by FPAM is set out
below:
|
Fund
|
Country of
investment
|
Fund expiry
|
Assets under management at
market value at
30 Sep
2024
|
No of
properties
|
% of total third-party assets
under management
|
Assets under management at
market value at
31 Mar 2024
|
|
|
|
£m.
|
|
%
|
£m.
|
|
FPROP OFFICES
|
UK
|
Rolling
|
33.6
|
3
|
18.1
|
47.4
|
|
SIPS
|
UK
|
Jan
2025
|
20.8
|
6
|
11.2
|
33.8
|
|
FOP
|
Poland
|
Oct
2030
|
58.3
|
5
|
31.4
|
60.3
|
|
FGC
|
Poland
|
Mar
2026
|
21.1
|
1
|
11.4
|
21.7
|
|
UKPPP
|
UK
|
Jan
2027
|
6.8
|
3
|
3.7
|
13.6
|
|
SPEC OPPS
|
UK
|
Jan
2027
|
9.6
|
3
|
5.2
|
12.7
|
|
FKR
|
Poland
|
Mar
2027
|
16.0
|
1
|
8.6
|
16.4
|
|
FCL
|
Romania
|
Jun
2028
|
8.1
|
1
|
4.4
|
8.3
|
|
FPL
|
UK
|
Jun
2028
|
-
|
-
|
-
|
-
|
|
FULCRUM
|
UK
|
Indefinite
|
11.2
|
3
|
6.0
|
7.6
|
|
Total Third Party AUM
|
|
185.5
|
26
|
100.0
|
221.8
|
* Not subject to recent
revaluation.
The sub sector weightings of
investments in FPAM funds is set out in the table below:
|
|
UK
|
Poland
|
Romania
|
Total
|
% of Total
|
|
|
£m.
|
£m.
|
£m.
|
£m.
|
|
|
Offices
|
62.0
|
36.0
|
8.1
|
106.1
|
57.2
|
|
Retail warehousing
|
17.1
|
-
|
-
|
17.1
|
9.2
|
|
Shopping centres
|
2.9
|
11.8
|
-
|
14.7
|
7.9
|
|
Supermarkets
|
-
|
47.6
|
-
|
47.6
|
25.7
|
|
Total
|
82.0
|
95.4
|
8.1
|
185.5
|
100.0
|
|
% of
Total
|
44.2
|
51.4
|
4.4
|
100.0
|
|
GROUP PROPERTIES DIVISION
At the period end the Group
Properties Division comprised six directly owned commercial
properties in Poland and one in Romania, with a combined value of
£50.52 million (31 March 2024: £51.90 million), and interests in
nine of the eleven funds managed by FPAM (classified as Associates
and Investments) valued at £20.90 million (31 March 2024: £20.26
million).
The net equity invested in the
Group's seven directly owned properties totalled £25.97 million, of
which £15.78 million was invested in Blue Tower, an office tower in
Central Warsaw, equating to 61% of the net equity invested in its
seven directly owned properties and 34% of its net equity in this
division.
The division contributed £1.44
million before tax and unallocated central overheads during the
period (ended 30 September 2023: profit £0.09 million). Underlying
profit for the division aligned with expectations, adjusted for the
following one-off items:
· the
Group's share of profits earned by Fprop Phoenix Limited ("FPL")
totalling £0.94 million (2023: £Nil);
· income
from UK funds £0.26 million (2023: £0.11 million); and
· a
non-cash reduction in the fair value of the Group's investment in
Fprop Opportunities plc ("FOP") of £0.44 million and Fprop Krakow
Limited ("FKR") of £0.02 million. (2023: reduction of £0.82
million).
1. Directly owned properties (all
accounted for under the cost model):
The book value of the Group's seven
directly owned properties was £44.90 million. Their market value,
as at 30 September 2024, was £50.52 million.
|
Country
|
Sector
|
Property/ fund name
|
No. of properties as at 30
Sep
2024
|
Book value as at 30 Sep
2024
|
Market value as at 30 Sep
2024
|
*Contribution to Group profit
before tax -
period to
30 Sep 2024
|
*Contribution to Group profit
before tax -
period to
30 Sep 2023
|
|
|
|
|
|
£m.
|
£m.
|
£m.
|
£m.
|
|
Poland,
|
Offices
|
Blue Tower
|
1
|
22.92
|
25.98
|
0.48
|
0.46
|
|
Poland
|
Offices
|
Gdynia
|
1
|
9.98
|
9.98
|
(0.10)
|
(0.14)
|
|
Poland
|
Supermarkets
|
Praga
|
1
|
2.00
|
3.01
|
0.04
|
0.05
|
|
Romania
|
Office
|
Dr Felix
|
1
|
2.11
|
3.51
|
0.14
|
0.05
|
|
Poland
Multi-let
|
5PT
|
3
|
7.89
|
8.04
|
0.22
|
0.18
|
|
Total*
|
|
7
|
44.90
|
50.52
|
0.78
|
0.60
|
*Prior to
the deduction of unallocated central overhead expenses.
Two of the Group's seven directly
owned properties account for 71% (£35.96 million) of their total
value. Both are office buildings in Poland. One is Blue Tower in
Warsaw (in which the Group's 80.3% share totals circa 19,000 square
metres) and the other is in Gdynia (circa 14,500 square
metres).
By size, 90% of the Group's seven
directly owned properties (40,200 square metres out of a total
44,900 square metres) is invested in offices. Nearly half of this
space (some 22,000 square metres) was acquired in 2021 (Gdynia,
14,500 square metres) and 2022 (32% of Blue Tower, 7,200 square
metres) for around €20 million, of which nearly all (19,000 square
metres or 86%) was vacant at purchase.
During the period, a new 15 year
lease was signed with TV República for 3,100 square metres in Blue
Tower, commencing in December 2024. This lease will contribute some
€935,000 (£800,000) per annum.
Following the signing of this lease,
around half of the 22,000 square metres acquired in 2021 and 2022
is now let, leaving some 11,300 square meters still available. Once
fully let, net operating income should improve by some €2.4 million
per annum and capital values should also improve.
The debt secured against six of the
seven properties amounted to £24.54 million (31 March 2024: £27.62
million), of which only £9.81 million was interest bearing. The
remainder £14.73 million represents deferred consideration in
respect of:
· the
purchase in 2021 of the office block in Gdynia (cost: €12 million/
£9.98 million). Payment was due in June 2024. We are in discussions
with the lender to extend this date and will make further
announcements as appropriate; and
· the
purchase in 2022 of an additional 32% or 7,200 square metres in
Blue Tower (cost: PLN 40.40 million/ £7.25 million). Payment is due
in phases until August 2028. The deferred consideration outstanding
at 30 September 2024 was PLN 24.40 million (£4.75 million), with
the next instalment due in August 2025.
Interest costs on the £9.81 million
of interest-bearing debt amounted to £0.33 million in the period (30 September
2023: £0.37 million). This equates to
an average borrowing cost of 2.7% per annum when expressed as a
percentage of total Group debt, or 3.4% per annum if the
non-interest-bearing element is excluded. A one percentage point
increase in interest rates would impact the cost of the floating
rate loans and would increase the Group's annual interest bill by
some £99,000 per annum (31 March
2024: £106,000).
All four bank loans are held in
separate non-recourse special purpose vehicles and are not
guaranteed by the Group.
|
Directly owned Properties
|
30 Sep 2024
|
31 Mar 2024
|
|
Book value
|
£44.90m
|
£45.76m
|
|
Market value
|
£50.52m
|
£51.90m
|
|
Gross debt undiscounted (all
non-recourse to the Group)
|
£24.54m
|
£27.62m
|
|
LTV at book value %
|
54.65%
|
60.36%
|
|
LTV at market value %
|
48.57%
|
53.22%
|
|
Average borrowing cost (including
non-interest-bearing loans)
|
2.7%
|
2.8%
|
The vacancy rate across all seven
properties is 18.06%.
The Weighted Average Unexpired Lease
Term (WAULT) of the seven properties as at 30 September 2024 was 4
years, 8 months (31 March 2024: 4 years, 10 months).
Associates and Investments ("A&I's")
The A&Is comprise
non-controlling interests in nine of the eleven funds managed by
FPAM, of which five are accounted for as Associates and held at the
lower of cost or fair value (the "cost model") and four are
accounted for as Investments in funds and held at fair
value.
The contribution to Group profit
before tax and unallocated central overheads from the A&Is
during the period was £1.34 million (30 September 2023: loss £0.19
million). The increase in contribution was largely attributable to
a £0.94 increase in the value of FPL, a fund in which the Group
own's 23.38%. The increase in value was derived from property
trading.
The contribution was impacted by
aggregate impairment provisions of £0.46 million in the book value
of the Group's investment in FOP by £0.44 million and in FKR by
£0.02 million (30 September 2023: £0.82 million).
At the period-end the A&Is were
valued at £20.90 million (31 March 2024: £20.26 million). An
overview of the A&Is is set out in the table
below:
|
Fund
|
Country of
investment
|
% owned by
First
Property
Group
|
Book value of First
Property's share in
fund
|
Current market value of
holdings
|
Group's
share
of post-tax profits earned by
fund
30 Sep 2024
|
Group's
share
of post-tax profits earned by
fund
30 Sep 2023
|
|
|
|
%
|
£'000
|
£'000
|
£'000
|
£'000
|
|
a) Associates
|
|
|
|
|
|
|
|
FOP
|
Poland
|
45.71
|
12,565
|
12,565
|
26
|
(374)
|
|
FGC
|
Poland
|
29.09
|
3,071
|
3,196
|
103
|
92
|
|
FKR
|
Poland
|
18.07
|
1,081
|
1,081
|
(9)
|
27
|
|
FPL
|
Poland
|
23.38
|
941
|
941
|
941
|
(60)
|
|
FCL
|
Romania
|
21.17
|
691
|
809
|
13
|
16
|
|
Sub
Total
|
|
|
18,349
|
18,592
|
1,074
|
(299)
|
|
|
|
|
|
|
|
|
|
b) Investments
|
|
|
|
|
|
|
|
UK PPP
|
UK
|
0.94
|
112
|
112
|
40
|
14
|
|
SPEC OPPS
|
UK
|
11.06
|
145
|
145
|
-
|
82
|
|
OFFICES
|
UK
|
1.64
|
1,698
|
1,698
|
221
|
18
|
|
FUL
|
UK
|
2.50
|
353
|
353
|
-
|
-
|
|
Sub
Total
|
|
|
2,308
|
2,308
|
261
|
114
|
|
Total
|
|
|
20,657
|
20,900
|
1,335
|
(185)
|
Commercial Property Market Outlook
Poland:
Polish GDP is forecast to grow by
2.9% in 2024, up from 0.2% in 2023, underpinned by a resurgence in
private consumption. Unemployment has reduced to 5.0%, the lowest
since 1990. Poland has one of the lowest unemployment rates in the
European Union.
The National Bank of Poland's
policy interest rate has been at 5.75% since October
2023.
Occupational demand for commercial
property remains steady and investment demand is improving. Some
€1.8 billion of commercial property was transacted during the first
half of 2024, a 75% increase on the same period in 2023. However,
access to bank debt remains difficult, with terms offered being at
low loan to values, high margins and high debt amortisation
rates.
Romania:
GDP growth slowed to 0.7%
year-on-year in the first six months of 2024, leading economists to
revise down their full year GDP growth forecasts from 2.0% to
1.3%.
The National Bank of Romania's
policy interest rate has been cut twice in 2024 (in July and
August) from 7% to 6.5%.
The total value of commercial
property transactions reached €661 million in the first half, some
20% ahead of volumes for the same period last year.
United Kingdom:
Investment volumes in 2024 have, so
far, mirrored those of 2023. According to initial figures from
MSCI, year-to-date investment volumes total £29.4bn (2023: £30.6bn
for the same period). From early August, agents started to witness
a rise in the number of inspections and underbidders for assets in
core locations, and the number of buyers and sellers actively in
the market has started to pick up. However, within this overall
picture, the office and industrial sectors have experienced less
demand, with volumes currently 48% and 55% respectively of their
2023 totals.
Assuming further reductions in
interest rates, agents expect an increase in volumes and
values.
Current Trading and
Prospects
I am delighted to report our swing
back into profit.
Markets in the UK remain difficult
though there would appear to be a marginal improvement in certain
sub-sectors of the property market. Poland is less liquid with
access to debt for the purchase of properties remaining
tight.
Institutions are nervous of property
and it is likely that we shall therefore be trading property on a
bespoke basis rather than establishing blind pools of funds for
thematic investment as we have done in the past.
Ben
Habib
Chief Executive
CONSOLIDATED INCOME
STATEMENT
for the six months to 30
September 2024
|
|
Notes
|
Six months to 30 Sep
2024
|
Six months
to
30 Sep
2023
|
Year
to
31 Mar
2024
|
|
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
|
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
Revenue
|
|
3,935
|
3,966
|
7,851
|
|
Cost of sales
|
|
(1,446)
|
(1,763)
|
(2,884)
|
|
Gross profit
|
|
2,489
|
2,203
|
4,967
|
|
Operating expenses
|
|
(2,392)
|
(2,386)
|
(5,156)
|
|
Operating profit/(loss)
|
|
97
|
(183)
|
(189)
|
|
Share of results in
associates
|
9a
|
1,536
|
517
|
1,050
|
|
Share of associates' revaluation
(loss)/gain
|
9a
|
(462)
|
(816)
|
(1,072)
|
|
Investment income
|
|
261
|
114
|
134
|
|
Interest income
|
3
|
124
|
95
|
194
|
|
Interest expense
Loss from impairment of investment
properties
|
3
|
(400)
-
|
(379)
-
|
(780)
(3,746)
|
|
Profit/(loss) before tax
|
|
1,156
|
(652)
|
(4,409)
|
|
Tax charge
|
4
|
(55)
|
(257)
|
29
|
|
Profit/(loss) for the period
|
|
1,101
|
(909)
|
(4,380)
|
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
|
Owners of the parent
|
|
1,033
|
(1,122)
|
(4,582)
|
|
Non-controlling interests
|
|
68
|
213
|
202
|
|
|
|
1,101
|
(909)
|
(4,380)
|
|
|
|
|
|
|
|
Earnings/(loss) per share
|
|
|
|
|
|
Basic
|
6
|
0.92p
|
(1.01p)
|
(4.13p)
|
|
Diluted
|
6
|
0.91p
|
(0.99p)
|
(4.04p)
|
All operations are
continuing.
CONSOLIDATED STATEMENT
OF
COMPREHENSIVE
INCOME
for the six months to 30
September 2024
|
|
Notes
|
Six months to 30 Sep
2024
|
Six months
to
30 Sep
2023
|
Year
to
31 Mar
2024
|
|
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
|
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
Profit/(loss) for the period
|
|
1,101
|
(909)
|
(4,380)
|
|
|
|
|
|
|
|
Other comprehensive income
|
|
|
|
|
|
Items that may subsequently be
reclassified to profit or loss:
|
|
|
|
|
|
Exchange differences on retranslation
of foreign subsidiaries
|
|
(145)
|
149
|
946
|
|
Net (loss) on financial assets at
fair value through Other Comprehensive Income
|
9b
|
(144)
|
(1,137)
|
(1,465)
|
|
Taxation
|
|
-
|
-
|
-
|
|
Total comprehensive income for the period
|
|
812
|
(1,897)
|
(4,899)
|
|
|
|
|
|
|
|
Total comprehensive income for the
period attributable to:
|
|
|
|
|
|
|
|
805
|
(2,052)
|
(5,149)
|
|
Non-controlling interests
|
|
7
|
155
|
250
|
|
|
|
812
|
(1,897)
|
(4,899)
|
All operations are
continuing.
CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
As at 30 September
2024
|
|
Notes
|
As at
30 Sep 2024
(unaudited)
|
As
at
31 Mar
2024 (audited)
|
As
at
30 Sep
2023
(unaudited)
|
|
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
Investment properties
|
8
|
44,902
|
45,756
|
47,134
|
|
Right of use Asset
|
|
-
|
17
|
647
|
|
Property, plant and
equipment
|
|
26
|
40
|
67
|
|
Investment in associates
|
9a
|
18,349
|
17,275
|
17,056
|
|
Other financial assets at fair value
through OCI
|
9b
|
2,308
|
2,623
|
2,973
|
|
Goodwill
|
|
153
|
153
|
153
|
|
Deferred tax assets
|
|
1,000
|
992
|
970
|
|
Total non-current assets
|
|
66,738
|
66,856
|
69,000
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
Current tax assets
|
|
46
|
127
|
113
|
|
Right of use assets
|
|
-
|
51
|
457
|
|
Trade and other
receivables
|
10
|
3,513
|
4,145
|
5,354
|
|
Cash and cash equivalents
|
|
5,889
|
4,628
|
6,707
|
|
Total current assets
|
|
9,448
|
8,951
|
12,631
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
Trade and other payables
|
11
|
(3,343)
|
(3,788)
|
(4,713)
|
|
Provisions
|
|
(300)
|
(125)
|
(113)
|
|
Lease liabilities
|
|
-
|
(52)
|
(469)
|
|
Financial liabilities
|
12
|
(5,247)
|
(832)
|
(1,067)
|
|
Other financial
liabilities
|
13
|
(10,956)
|
(12,244)
|
(12,286)
|
|
Current tax liabilities
|
|
(31)
|
(48)
|
(41)
|
|
Total current liabilities
|
|
(19,877)
|
(17,089)
|
(18,689)
|
|
Net
current assets
|
|
(10,429)
|
(8,138)
|
(6,058)
|
|
Total assets less current liabilities
|
|
56,309
|
58,718
|
62,942
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
Financial liabilities
|
12
|
(4,562)
|
(9,690)
|
(10,921)
|
|
Other financial
liabilities
|
13
|
(3,770)
|
(4,851)
|
(4,660)
|
|
Lease liabilities
|
|
-
|
(17)
|
(658)
|
|
Deferred tax liabilities
|
|
(3,152)
|
(3,229)
|
(3,203)
|
|
Net
assets
|
|
44,825
|
40,931
|
43,500
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
Called up share capital
|
5
|
1,536
|
1,166
|
1,166
|
|
Share premium
|
|
8,222
|
5,635
|
5,635
|
|
Share-based payment
reserve
|
|
960
|
815
|
497
|
|
Foreign exchange translation
reserve
|
|
(1,491)
|
(1,407)
|
(2,204)
|
|
Purchase of own shares
reserve
|
|
(2,440)
|
(2,440)
|
(2,440)
|
|
Investment revaluation
reserve
|
|
(2,337)
|
(2,193)
|
(1,865)
|
|
Retained earnings
|
|
38,434
|
37,401
|
40,861
|
|
Equity attributable to the owners of
the parent
|
|
42,884
|
38,977
|
41,650
|
|
Non-controlling interests
|
|
1,941
|
1,954
|
1,850
|
|
Total equity
|
|
44,825
|
40,931
|
43,500
|
|
|
|
|
|
|
|
Net
assets per share
|
6
|
29.01p
|
35.15p
|
37.56p
|
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
for the six months to 30
September 2024
|
|
Share
Capital
|
Share
Premium
|
Share-
Based
Payment
Reserve
|
Foreign Exchange Translation
Reserve
|
Purchase of Own
Shares
|
Investment
Revaluation
Reserve
|
Retained
Earnings
|
Non-Controlling
Interests
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
At
1 Apr 2023
|
1,166
|
5,635
|
179
|
(2,353)
|
(2,440)
|
(728)
|
41,983
|
2,033
|
45,475
|
|
Loss for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
(909)
|
-
|
(909)
|
|
Net (loss) on financial assets at
fair value through other comprehensive income
|
-
|
-
|
-
|
-
|
-
|
(1,137)
|
-
|
-
|
(1,137)
|
|
Change in the proportion held in
non-controlling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(265)
|
(265)
|
|
Movement on foreign
exchange
|
-
|
-
|
-
|
149
|
-
|
-
|
-
|
(58)
|
91
|
|
Total Comprehensive Income
|
-
|
-
|
-
|
149
|
-
|
(1,137)
|
(909)
|
(323)
|
(2,220)
|
|
Share options charge
|
-
|
-
|
318
|
-
|
-
|
-
|
-
|
-
|
318
|
|
Non-controlling
interests
|
-
|
-
|
-
|
-
|
-
|
-
|
(213)
|
213
|
-
|
|
Dividends paid
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(73)
|
(73)
|
|
At
30 Sep 2023
|
1,166
|
5,635
|
497
|
(2,204)
|
(2,440)
|
(1,865)
|
40,861
|
1,850
|
43,500
|
|
Loss for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
(3,471)
|
-
|
(3,471)
|
|
Net gain/ (loss) on financial
assets at fair value through other comprehensive income
|
-
|
-
|
-
|
-
|
-
|
(328)
|
-
|
-
|
(328)
|
|
Exchange differences arising on
translations of foreign subs
|
-
|
-
|
-
|
797
|
-
|
-
|
-
|
106
|
903
|
|
Total Comprehensive Income
|
-
|
-
|
-
|
797
|
-
|
(328)
|
(3,471)
|
106
|
(2,896)
|
|
Share options charge
|
-
|
-
|
318
|
-
|
-
|
-
|
-
|
-
|
318
|
|
Purchase of treasury
shares
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Non-controlling
interests
|
-
|
-
|
-
|
-
|
-
|
-
|
11
|
(11)
|
-
|
|
Dividends paid
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
9
|
9
|
|
At 1
Apr 2024
|
1,166
|
5,635
|
815
|
(1,407)
|
(2,440)
|
(2,193)
|
37,401
|
1,954
|
40,931
|
|
Profit for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
1,101
|
-
|
1,101
|
|
Net (loss) on financial assets at
fair value through other comprehensive income
|
-
|
-
|
-
|
-
|
-
|
(144)
|
-
|
-
|
(144)
|
|
Exchange differences arising on
translations of foreign subs
|
-
|
-
|
-
|
(84)
|
-
|
-
|
-
|
(61)
|
(145)
|
|
Change in the proportion held in
non-controlling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Movement on foreign
exchange
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Total Comprehensive Income
|
-
|
-
|
-
|
(84)
|
-
|
(144)
|
1,101
|
(61)
|
812
|
|
Share issue
|
370
|
2,587
|
-
|
-
|
-
|
-
|
-
|
-
|
2,957
|
|
Share options charge
|
-
|
-
|
145
|
-
|
-
|
-
|
-
|
-
|
145
|
|
Non-controlling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
(68)
|
68
|
-
|
|
Dividends paid
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(20)
|
(20)
|
|
At
30 Sep 2024
|
1,536
|
8,222
|
960
|
(1,491)
|
(2,440)
|
(2,337)
|
38,434
|
1,941
|
44,825
|
CONSOLIDATED CASH FLOW STATEMENT
for the six months to 30 September
2024
|
|
Notes
|
Six months
to
30 Sep 2024
(unaudited)
|
Six months
to 30 Sep 2023 (unaudited)
|
Year
to
31 Mar
2024
(audited)
|
|
|
|
|
£'000
|
£'000
|
£'000
|
|
|
Cash
flows from/ (used in) operating activities
|
|
|
|
|
|
|
Operating profit/(loss)
|
|
97
|
(183)
|
(189)
|
|
|
Adjustments for:
|
|
|
|
|
|
|
Depreciation of property, plant &
equipment
|
|
13
|
34
|
64
|
|
|
Share options charge
|
|
145
|
318
|
636
|
|
|
Decrease/(increase) in trade and
other receivables
|
|
745
|
(1,626)
|
903
|
|
|
(Decrease)/ increase in trade and
other payables
|
|
(268)
|
1,348
|
(759)
|
|
|
Other non-cash adjustments
|
|
84
|
194
|
(64)
|
|
|
Cash
(used in)/generated from operations
|
|
816
|
85
|
591
|
|
|
Income taxes paid
|
|
(29)
|
(169)
|
(193)
|
|
|
Net
cash flow (used in)/ from operating activities
|
|
787
|
(84)
|
398
|
|
|
|
|
|
|
|
|
|
Cash
flow from/ (used in) investing activities
|
|
|
|
|
|
|
Capital expenditure on investment
properties
|
8
|
(191)
|
(315)
|
(1,670)
|
|
|
Purchase of property, plant and
equipment
|
|
(15)
|
(21)
|
(31)
|
|
|
Cash paid on acquisition of new
subsidiaries
|
|
-
|
-
|
(214)
|
|
|
Proceeds from funds
|
9b
|
171
|
434
|
456
|
|
|
Proceeds from Investment in shares of
associates
|
9a
|
-
|
233
|
291
|
|
|
Interest received
|
3
|
124
|
95
|
194
|
|
|
Investment income
|
|
261
|
114
|
134
|
|
|
Net
cash flow from/ (used in) investing activities
|
|
350
|
540
|
(840)
|
|
|
|
|
|
|
|
|
|
Cash
flow from/ (used in) financing activities
|
|
|
|
|
|
|
Gross proceeds from open
offer
|
|
2,957
|
-
|
-
|
|
|
Repayment of bank loans
|
|
(418)
|
(911)
|
(1,814)
|
|
|
Repayment of deferred
consideration
|
|
(1,960)
|
-
|
-
|
|
|
Interest paid
|
3
|
(400)
|
(369)
|
(780)
|
|
|
Dividends paid
|
|
-
|
-
|
-
|
|
|
Dividends paid to non-controlling
interests
|
|
(20)
|
(73)
|
(64)
|
|
|
Net
cash flow from/(used in) financing activities
|
|
159
|
(1,353)
|
(2,658)
|
|
|
|
|
|
|
|
|
|
Net
(decrease)/ increase in cash and cash equivalents
|
|
1,296
|
(897)
|
(3,100)
|
|
Cash
and cash equivalents at the beginning of period
|
|
4,628
|
7,647
|
7,647
|
|
Currency translation (losses)/gains on cash and cash
equivalents
|
|
(35)
|
(43)
|
81
|
|
Cash
and cash equivalents at the end of the period
|
|
5,889
|
6,707
|
4,628
|
NOTES TO THE
ACCOUNTS
for the six months ended 30
September 2024
1. Basis of
Preparation
· These
interim consolidated financial statements for the six months ended
30 September 2024 have not been audited or reviewed and do not
constitute statutory accounts within the meaning of section 435 of
the Companies Act 2006. They have been prepared in accordance with
the Group's accounting policies as set out in the Group's latest
annual financial statements for the year ended 31 March 2024 and
are in compliance with IAS 34 "Interim Financial Reporting". These
accounting policies are drawn up in accordance with UK-adopted
International Accounting Standards.
· The
comparative figures for the financial year ended 31 March 2024 are
not the full statutory accounts for the financial year but are
abridged from those accounts prepared under IFRS which have been
reported on by the Group's auditors and delivered to the Registrar
of Companies. The report of the auditors was unqualified, did not
include references to any matter to which the auditors drew
attention by way of emphasis without qualifying their report and
did not contain a statement under section 498 (2) or (3) of the
Companies Act 2006.
· These
interim financial statements were approved by a committee of the
Board on 21 November 2024.
2. Segmental
Analysis
Segment reporting for the six months to 30 September
2024
|
|
Fund Management
Division
|
Group Properties
Division
|
|
|
|
|
Property
fund
management
|
Group
properties
|
Associates
and investments
|
Unallocated central overheads
|
TOTAL
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Rental income
|
-
|
2,014
|
-
|
-
|
2,014
|
|
Service charge income
|
-
|
747
|
-
|
-
|
747
|
|
Asset management fees
|
1,174
|
-
|
-
|
-
|
1,174
|
|
Total revenue
|
1,174
|
2,761
|
-
|
-
|
3,935
|
|
|
|
|
|
|
|
|
Depreciation and
amortisation
|
(8)
|
(5)
|
-
|
-
|
(13)
|
|
|
|
|
|
|
|
|
Operating profit
|
409
|
378
|
-
|
(690)
|
97
|
|
|
|
|
|
|
|
|
Share of results in
associates
|
-
|
-
|
1,536
|
-
|
1,536
|
|
Fair value adjustment to
associate
|
-
|
-
|
(462)
|
-
|
(462)
|
|
Investment income
|
-
|
-
|
261
|
-
|
261
|
|
Interest income
|
-
|
124
|
-
|
-
|
124
|
|
Interest expense
|
-
|
(400)
|
-
|
-
|
(400)
|
|
Profit/ (loss) before tax
|
409
|
102
|
1,335
|
(690)
|
1,156
|
|
|
|
|
|
|
|
|
Analysed as:
|
|
|
|
|
|
|
Underlying profit/ (loss) before tax before adjusting for the
following items:
|
108
|
83
|
595
|
(399)
|
387
|
|
Interest on loans to
associates
|
-
|
-
|
-
|
69
|
69
|
|
Share option charge
|
-
|
-
|
-
|
(145)
|
(145)
|
|
Open offer costs
|
-
|
-
|
-
|
(184)
|
(184)
|
|
Payment in lieu of management
fees
|
300
|
-
|
-
|
-
|
300
|
|
UK fund distributions following
property sales
|
-
|
-
|
261
|
-
|
261
|
|
Uplift in the Group's value of an
associate following property trading
|
-
|
-
|
941
|
-
|
941
|
|
Fair value adjustment to
associate
|
-
|
-
|
(462)
|
-
|
(462)
|
|
Realised foreign currency (losses)/
gains
|
1
|
19
|
-
|
(31)
|
(11)
|
|
Profit/ (loss) before tax
|
409
|
102
|
1,335
|
(690)
|
1,156
|
Revenue for the six months to 30
September 2024 from continuing operations consists of revenue
arising in the United Kingdom 15% (30
September 2023: 18%) and Central and Eastern Europe 85% (30
September 2023: 82%) and all relates solely to the Group's
principal activities.
Direct costs incurred by the
Company relating to the cost of the Board and the related share
listing costs are shown separately under unallocated central
costs.
Segment reporting for the six months to 30 September
2023
|
|
Fund Management
Division
|
Group Properties
Division
|
|
|
|
|
Property
fund
management
|
Group
properties
|
Associates
and investments
|
Unallocated central overheads
|
TOTAL
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Rental income
|
-
|
2,030
|
-
|
-
|
2,030
|
|
Service charge income
|
-
|
673
|
-
|
-
|
673
|
|
Asset management fees
|
1,263
|
-
|
-
|
-
|
1,263
|
|
Total revenue
|
1,263
|
2,703
|
-
|
-
|
3,966
|
|
|
|
|
|
|
|
|
Depreciation and
amortisation
|
(21)
|
(13)
|
-
|
-
|
(34)
|
|
|
|
|
|
|
|
|
Operating profit
|
158
|
558
|
-
|
(899)
|
(183)
|
|
|
|
|
|
|
|
|
Share of results in
associates
|
-
|
-
|
517
|
-
|
517
|
|
Fair value adjustment to
associate
|
-
|
-
|
(816)
|
-
|
(816)
|
|
Investment income
|
-
|
-
|
114
|
-
|
114
|
|
Interest income
|
-
|
95
|
-
|
-
|
95
|
|
Interest expense
|
-
|
(379)
|
-
|
-
|
(379)
|
|
Profit/ (loss) before tax
|
158
|
274
|
(185)
|
(899)
|
(652)
|
|
|
|
|
|
|
|
|
Analysed as:
|
|
|
|
|
|
|
Underlying profit/ (loss) before tax before adjusting for the
following items:
|
96
|
39
|
631
|
(570)
|
196
|
|
Interest on loan to
associates
|
-
|
63
|
-
|
-
|
63
|
|
Share option charge
|
-
|
-
|
-
|
(318)
|
(318)
|
|
Fair value adjustment to
associate
|
-
|
-
|
(816)
|
-
|
(816)
|
|
Realised foreign currency (losses)/
gains
|
62
|
172
|
-
|
(11)
|
223
|
|
Profit/ (loss) before tax
|
158
|
274
|
(185)
|
(899)
|
(652)
|
Segment reporting for the year to 31 March
2024
|
|
Fund Management
Division
|
Group Properties
Division
|
|
|
|
|
Property
fund
management
|
Group
properties
|
Associates
and investments
|
Unallocated central overheads
|
TOTAL
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Rental income
|
-
|
3,078
|
-
|
-
|
3,078
|
|
Service charge income
|
-
|
1,826
|
-
|
-
|
1,826
|
|
Asset management fees
|
2,947
|
-
|
-
|
-
|
2,947
|
|
Performance related fee
income
|
-
|
-
|
-
|
-
|
-
|
|
Total revenue
|
2,947
|
4,904
|
-
|
-
|
7,851
|
|
|
|
|
|
|
|
|
Depreciation and
amortisation
|
(38)
|
(26)
|
-
|
-
|
(64)
|
|
|
|
|
|
|
|
|
Operating profit
|
824
|
586
|
-
|
(1,599)
|
(189)
|
|
Share of results in
associates
|
-
|
-
|
1,050
|
-
|
1,050
|
|
Fair value adjustment on
associates
|
-
|
-
|
(1,072)
|
-
|
(1,072)
|
|
Property impairment
|
-
|
(3,746)
|
-
|
-
|
(3,746)
|
|
Investment income
|
-
|
-
|
134
|
-
|
134
|
|
Interest income
|
-
|
36
|
-
|
158
|
194
|
|
Interest expense
|
-
|
(780)
|
-
|
-
|
(780)
|
|
Profit/ (loss) before tax
|
824
|
(3,904)
|
112
|
(1,441)
|
(4,409)
|
|
|
|
|
|
|
|
|
Analysed as:
|
|
|
|
|
|
|
Underlying profit/ (loss) before tax before adjusting for the
following items:
|
350
|
(87)
|
1,184
|
(1,031)
|
416
|
|
Interest received on loan to
associate
|
-
|
-
|
-
|
158
|
158
|
|
Fair value adjustment on
associates
|
-
|
-
|
(1,072)
|
-
|
(1,072)
|
|
Property impairment
|
-
|
(3,746)
|
-
|
-
|
(3,746)
|
|
Payment in lieu of management fees
due to end of life
|
411
|
-
|
-
|
-
|
411
|
|
Interest provision
|
-
|
(102)
|
-
|
-
|
(102)
|
|
Reversal of provision in respect of
rental guarantee
|
-
|
130
|
-
|
-
|
130
|
|
Share option charge
|
-
|
-
|
-
|
(636)
|
(636)
|
|
Realised foreign currency (losses)/
gains
|
63
|
(99)
|
-
|
68
|
32
|
|
Total
|
824
|
(3,904)
|
112
|
(1,441)
|
(4,409)
|
|
|
|
|
|
|
|
|
Assets - Group
|
515
|
49,869
|
2,623
|
5,525
|
58,532
|
|
Share of net assets of
associates
|
-
|
-
|
17,275
|
-
|
17,275
|
|
Liabilities
|
(56)
|
(34,820)
|
-
|
-
|
(34,876)
|
|
Net
assets
|
459
|
15,049
|
19,898
|
5,525
|
40,931
|
|
Additions to non-current assets
|
|
|
|
|
|
|
|
Property, plant and
equipment
|
-
|
31
|
-
|
-
|
31
|
|
Investment properties
|
-
|
1,670
|
-
|
-
|
1,670
|
|
|
|
|
|
|
|
|
|
| |
3. Interest Income/
(Expense)
|
|
Six months
ended
30 Sep 2024
|
Six
months
ended
30 Sep
2023
|
Year
ended
31 Mar
2024
|
|
|
£'000
|
£'000
|
£'000
|
|
Interest
income - bank deposits
|
46
|
22
|
62
|
|
Interest
income - other
|
78
|
73
|
132
|
|
Total interest income
|
124
|
95
|
194
|
|
|
Six months
ended
30 Sep 2024
|
Six
months
ended
30 Sep
2023
|
Year
ended
31 Mar
2024
|
|
|
£'000
|
£'000
|
£'000
|
|
Interest
expense - property loans
|
(334)
|
(373)
|
(761)
|
|
Interest
expense - bank and other
|
(66)
|
(6)
|
(19)
|
|
Total interest expense
|
(400)
|
(379)
|
(780)
|
4. Tax Expense
The tax charge is based on a
combination of actual current and deferred tax charged at an
effective rate that is expected to apply to the profits for the
full year.
|
|
Six months
ended
30 Sep 2024
|
Six
months
ended
30 Sep
2023
|
Year
ended
31 Mar
2024
|
|
|
£'000
|
£'000
|
£'000
|
|
Current
tax
|
(90)
|
(146)
|
(244)
|
|
Deferred
tax
|
35
|
(111)
|
273
|
|
Total
|
(55)
|
(257)
|
29
|
5. Called-Up Share
Capital
|
|
Six months
ended
30 Sep 2024
|
Six
months
ended
30 Sep
2023
|
Year
ended
31 Mar
2024
|
|
|
£'000
|
£'000
|
£'000
|
|
Authorised
|
|
|
|
|
240,000,000 (2024: 240,000,000) Ordinary Shares of 1 pence
each
|
2,400
|
2,400
|
2,400
|
|
|
|
|
|
|
Issued and fully
paid
|
|
|
|
|
153,561,892 (2024: 116,601,115) Ordinary Shares of 1 pence
each of issued share capital, of which 5,718,783 Ordinary Shares
(2024: 5,718,783) are held in treasury
|
1,536
|
1,166
|
1,166
|
|
|
Ordinary
Shares
Number
|
Treasury
Shares
Number
|
Share
Options
Number
|
|
1 April
2024
|
110,882,332
|
5,718,783
|
12,560,000
|
|
Purchase
of shares into treasury
|
-
|
-
|
-
|
|
Exercise
of share options
|
-
|
-
|
-
|
|
Issue of
new shares
|
36,960,777
|
-
|
-
|
|
Issue of
share options
|
-
|
-
|
-
|
|
Lapse of
share options
|
-
|
-
|
-
|
|
30 September
2024
|
147,843,109
|
5,718,783
|
12,560,000
|
During the period the Group
undertook an open offer for new shares to all qualifying
shareholders to raise £2.96 million (before related expenses) via
the issue of 36,960,777 open offer shares at 8 pence per open offer
share. The net proceeds from the open offer provided the Company
with additional working capital to, inter alia, settle the deferred
consideration payment due on the Blue Tower property and to
complete fit-out works on Blue Tower following the
signing of a new lease, as announced on 25 July
2024.
6. Earnings/ NAV Per
Share
|
|
Six months
ended
30 Sep 2024
|
Six
months
ended
30 Sep
2023
|
Year
ended
31 Mar
2024
|
|
Basic
earnings/(loss) per share
|
0.92p
|
(1.01p)
|
(4.13p)
|
|
Diluted
earnings/(loss) per share
|
0.91p
|
(0.99p)
|
(4.04p)
|
The basic earnings per ordinary
share is calculated on the profit on ordinary activities after
taxation and after excluding non-controlling interests on the
weighted average number of ordinary shares in issue, during the
period.
Figures in the table below have
been used in the calculations.
|
|
£'000
|
£'000
|
£'000
|
|
Basic
earnings per share
|
1,033
|
(1,122)
|
(4,582)
|
|
Notional
interest on share options assumed to be exercised
|
8
|
2
|
16
|
|
Diluted
earnings assuming full dilution
|
1,041
|
(1,120)
|
(4,566)
|
|
|
Number
|
Number
|
Number
|
|
Weighted
average number of Ordinary Shares in issue
(used for
basic earnings per share calculation)
|
112,296,132
|
110,875,483
|
110,875,483
|
|
Number of
Share options
|
2,110,000
|
2,110,000
|
2,110,000
|
|
Total
number of Ordinary Shares used in the diluted earnings per Share
calculation
|
114,406,132
|
112,985,483
|
112,985,483
|
|
|
Six months
ended
30 Sep 2024
|
Six
months
ended
30 Sep
2023
|
Year
ended
31 Mar
2024
|
|
Net assets per
share
|
29.01p
|
37.56p
|
35.15p
|
|
Adjusted net assets per
share
|
31.79p
|
43.56p
|
39.41p
|
The following numbers have been
used to calculate both the net assets and adjusted net assets per
share:
|
|
Six months
ended
30 Sep 2024
|
Six
months
ended
30 Sep
2023
|
Year
ended
31 Mar
2024
|
|
|
£'000
|
£'000
|
£'000
|
|
For adjusted net assets per share
|
|
|
|
|
Net assets
excluding non-controlling interests
|
42,884
|
41,650
|
38,977
|
|
Uplift of
investment properties at fair value net of deferred
taxes
|
4,213
|
4,981
|
4,872
|
|
Uplift of
investments in associates and other financial investments to fair
value
|
243
|
2,269
|
362
|
|
Other
items
|
323
|
323
|
323
|
|
Total
|
47,663
|
49,223
|
44,534
|
7. Share Based
Payments
The Company has a share-based
payment arrangement scheme in place which will be fully vested by
31 March 2026 as described below:
|
Date of grant
|
31 March 2023
|
|
Number granted
|
10,450,000
|
|
Contractual life
|
10 years to 31 March 2033
|
|
Vesting conditions
|
The options vest as
follows:
·33.3% on the first anniversary of
grant;
·33.3% on the second anniversary of
grant; and
· the remainder on the third
anniversary of grant.
|
The estimated fair value of each
share option granted has been calculated using the Black-Scholes
pricing model. The model inputs were the share price at grant date
and the exercise price based on the mid-market closing price
on 30 March 2023 of 23.5 pence per Ordinary Share, expected
volatility of 30%, a dividend yield of 1%, a contractual life of 10
years and a risk-free interest rate of 4.25%.
|
|
Six months
ended
30 Sep 2024
|
Six
months
ended
30 Sep
2023
|
Year
ended
31 March
2024
|
|
|
£'000
|
£'000
|
£'000
|
|
Expenses arising from share based
payments
|
145
|
318
|
636
|
8. Investment
Properties
|
|
Six months
ended
30 Sep 2024
|
Year
ended
31 Mar
2024
|
Six
months
ended
30 Sep
2023
|
|
|
£'000
|
£'000
|
£'000
|
|
1
Apr
|
45,756
|
47,009
|
47,009
|
|
Property
impairment
|
-
|
(3,746)
|
-
|
|
Capital
expenditure
|
191
|
1,670
|
315
|
|
Disposals
|
-
|
-
|
-
|
|
Depreciation
|
(202)
|
(350)
|
(134)
|
|
Foreign
exchange translation
|
(843)
|
1,173
|
(56)
|
|
Total at end of
period
|
44,902
|
45,756
|
47,134
|
Investment properties owned by the
Group are stated at cost less depreciation and accumulated
impairment losses.
9. Investments in associates and other
financial assets and investments
|
|
Six months
ended
30 Sep 2024
|
Year
ended
31 Mar
2024
|
Six
months
ended
30 Sep
2023
|
|
|
£'000
|
£'000
|
£'000
|
|
a)
Associates
|
|
|
|
|
Cost of
investment at beginning of period
|
17,275
|
17,588
|
17,588
|
|
Additions
|
-
|
-
|
-
|
|
Disposals
|
-
|
-
|
-
|
|
Repayment
of shareholder loan
|
-
|
(291)
|
(233)
|
|
Share of
associates profit/(loss) after tax
|
1,536
|
1,050
|
517
|
|
Share of
associates revaluation gains
|
(462)
|
(1,072)
|
(816)
|
|
Dividends
received
|
-
|
-
|
-
|
|
Cost of investment at end of period
|
18,349
|
17,275
|
17,056
|
The Group's investments in
associated companies are accounted for under the "cost model" under
IAS40 whereby the
Group's share is held at cost plus
its share of subsequent accumulated profits less dividends
received. It comprises the following:
|
|
Six months
ended
30 Sep 2024
|
Year
ended
31 Mar
2024
|
Six
months
ended
30 Sep
2023
|
|
|
£'000
|
£'000
|
£'000
|
|
Investments in associates
|
|
|
|
|
Fprop
Galeria Corso Ltd
|
3,071
|
2,968
|
2,918
|
|
Fprop
Krakow Ltd
|
1,081
|
1,090
|
1,181
|
|
Fprop Cluj
Ltd
|
691
|
678
|
652
|
|
Fprop
Phoenix Ltd
|
941
|
-
|
-
|
|
Fprop
Opportunities plc
|
12,565
|
12,539
|
12,305
|
|
|
18,349
|
17,275
|
17,056
|
|
|
Six months
ended
30 Sep 2024
|
Year
ended
31 Mar
2024
|
Six
months
ended
30 Sep
2023
|
|
|
£'000
|
£'000
|
£'000
|
|
b)
Other financial investments
|
|
|
|
|
Cost of
investment at 1 Apr
|
2,623
|
4,544
|
4,544
|
|
Additions
|
-
|
-
|
-
|
|
Repayments
|
(171)
|
(456)
|
(434)
|
|
(Decrease)
in fair value during the period
|
(144)
|
(1,465)
|
(1,137)
|
|
Cost of investment at end of period
|
2,308
|
2,623
|
2,973
|
The Group holds four unlisted
investments in funds managed by FPAM. Each is designated at fair
value through "Other Comprehensive Income" (OCI) as per IFRS 9. The
Directors consider their fair value to not be materially different
from their carrying value.
Fair value has been calculated by
applying the Group's percentage holding in the investments to the
fair value of their net assets.
10. Trade and Other Receivables
|
|
Six months
ended
30 Sep 2024
|
Year
ended
31 Mar
2024
|
Six
months
ended
30 Sep
2023
|
|
|
£'000
|
£'000
|
£'000
|
|
Current assets
|
|
|
|
|
Trade receivables
|
1,655
|
2,077
|
2,534
|
|
Less provision for impairment of
receivables
|
(366)
|
(220)
|
(225)
|
|
Trade receivables net
|
1,289
|
1,857
|
2,309
|
|
Other receivables
|
1,728
|
1,804
|
1,852
|
|
Prepayments and accrued
income
|
496
|
484
|
1,193
|
|
Total at end of period
|
3,513
|
4,145
|
5,354
|
11. Trade and Other Payables
|
|
Six months
ended
30 Sep 2024
|
Year
ended
31 Mar
2024
|
Six
months
ended
30 Sep
2023
|
|
|
£'000
|
£'000
|
£'000
|
|
Current liabilities
|
|
|
|
|
Trade payables
|
922
|
2,040
|
1,824
|
|
Other taxation and social
security
|
191
|
226
|
239
|
|
Other payables and
accruals
|
2,119
|
1,405
|
2,462
|
|
Deferred income
|
111
|
117
|
188
|
|
Total at end of period
|
3,343
|
3,788
|
4,713
|
Other Payables include £1.11 million
of contract liabilities in relation to Fprop Offices which was
subsequently repaid in full after the period end.
12. Financial Liabilities
|
|
Six months
ended
30 Sep
2024
|
Year
ended
31 Mar
2024
|
Six
months
ended
30 Sep
2023
|
|
|
£'000
|
£'000
|
£'000
|
|
Current liabilities
|
|
|
|
|
Bank loans
|
5,247
|
832
|
1,067
|
|
Total at end of period
|
5,247
|
832
|
1,067
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Bank loans
|
4,562
|
9,690
|
10,921
|
|
Total at end of period
|
4,562
|
9,690
|
10,921
|
|
|
|
|
|
|
Total obligations under financial
liabilities
|
|
|
|
|
Repayable within one
year
|
5,247
|
832
|
1,067
|
|
Repayable within one and five
years
|
2,118
|
6,948
|
7,890
|
|
Repayable after five
years
|
2,444
|
2,742
|
3,031
|
|
Total at end of period
|
9,809
|
10,522
|
11,988
|
Four bank loans (all denominated in
Euros) totalling £9.81 million (31 March 2024: £10.52 million),
included within financial liabilities, are secured against
investment properties owned by the Group. These bank loans are
otherwise non-recourse to the Group's assets.
The interest rate profile of the
Group's financial liabilities at 30 September 2024 and 31 March
2024 was as follows:
|
|
Interest
bearing
|
Non-
interest
bearing
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
|
Financial liabilities
|
9,809
|
-
|
9,809
|
|
Other financial
liabilities
|
-
|
14,726
|
14,726
|
|
At
30 Sep 2024
|
9,809
|
14,726
|
24,535
|
|
|
|
|
|
|
Financial liabilities
|
10,522
|
-
|
10,522
|
|
Other financial
liabilities
|
-
|
17,095
|
17,095
|
|
At
31 Mar 2024
|
10,522
|
17,095
|
27,617
|
A one percentage point increase in
interest rates would increase the annual interest rate bill by
£0.10 million per annum (31 March 2024: £0.11 million per
annum).
13. Other Financial Liabilities
|
|
Six months
ended
30 Sep
2024
|
Year
ended
31 Mar
2024
|
Six
months
ended
30 Sep
2023
|
|
|
£'000
|
£'000
|
£'000
|
|
Current liabilities
|
10,956
|
12,244
|
12,286
|
|
Non-current liabilities
|
3,770
|
4,851
|
4,660
|
|
Total at end of period
|
14,726
|
17,095
|
16,946
|
|
|
|
|
|
|
Total obligations under financial
liabilities
|
|
|
|
|
Repayable within one
year
|
10,956
|
12,244
|
12,286
|
|
Repayable within one and five
years
|
3,770
|
4,851
|
4,660
|
|
Repayable after five
years
|
-
|
-
|
-
|
|
Total at end of period
|
14,726
|
17,095
|
16,946
|
Current liabilities include a
balance of £9.98 million (debt denominated in Euro, €12.00 million)
which was a result of the restructuring of a finance lease secured
against the office tower in Gdynia. The restructuring resulted in
the amount owed to ING Bank in final settlement reducing by €9.00
million (£7.81 million). As part of the deal, the Group acquired
the freehold of the property for €16.00 million of which €4.00
million has been paid and €12.00 million was repayable by 11 June
2024. No interest is payable on this current liability. This
repayment was not made and the Group is in discussions to
restructure the deferred consideration and is hopeful of a positive
outcome. During the period Sterling strengthened against the Euro
by 2.8% which has reduced our liability in respect of Gdynia by
£0.27 million.
Other financial liabilities also
include the Group's investment in Blue Tower, Warsaw, which was
originally financed by deferred consideration totalling £7.20
million (debt denominated in Polish Zloty, PLN 40.40 million). This
liability, which is non-interest bearing, is payable in seven
instalments, the first three instalments have been paid with the
next instalment due in August 2025. During the six month period to
30 September 2024 Sterling strengthened against the Polish Zloty by
2.1% which has reduced our liability in respect of Blue Tower by
£0.10 million.
The interim results are being
circulated to all shareholders and can be downloaded from the
company's website - www.fprop.com. Further copies can be obtained from the registered office at
32 St James's Street, London SW1A 1HD.