RNS Number : 1298V
For Immediate Release 23 May 2008 COMMERCIAL GROUP PROPERTIES PLC
AUDITED RESULTS FOR THE PERIOD ENDED 30 NOVEMBER 2007 AND NOTICE OF AGM CHAIRMAN'S STATEMENT I am delighted to present Commercial Group Properties Plc' first annual audited report since its admission to AIM on 21 February 2007. Our first period has been one of considerable progress. Our strong relationship with our partners in China has enabled us to enter into agreements to lease and a memorandum of understanding to lease at least 3,400,000 sq ft at our China Gateway site at Manston. We have also established a joint venture, with Chinamex Middle East Investment and Trade Promotion Centre, which has entered into non binding heads of terms to acquire a 55 acre brown field site in Wigan to construct a further China Gateway development. Our current financial year promises to be one of further significant growth in the company. I would like to thank our executive team for their excellent work which has placed Commercial Group Properties Plc in such an enviable position. Robin Bolton CHIEF EXECUTIVE'S REVIEW Introduction The Company's first period, to 30 November 2007, was one of considerable progress in developing its property interests and enhancing value to shareholders. In addition to this, we have substantially developed our relationships with the Beijing Association of Small and Medium Enterprises ("Beijing ASME") and Chinamex Middle East Investment and Trade Promotion Centre ("Chinamex") an official arm of the People's Republic of China. It is through the combination of its property interests and its relationships in China that CGP has been able to increase its net asset value and position itself for future growth. China China's economy continues to grow strongly with an estimated growth of 10.8 per cent in 2007. Exports grew to US$1.2 trillion in 2007 25.7% higher than 2006. As a result, a significant number of Chinese businesses are becoming increasingly international in outlook and are looking for property in their export markets, including the United Kingdom and the rest of Europe. The government of China is encouraging and facilitating Chinese businesses to globalise. CGP continues to work hard to develop its contacts and partnerships in China, in particular with Beijing ASME and Chinamex. On 13 March 2007, the China Europe Association for Technical and Economic Co-operation (CEATEC) and the South East England Development Agency signed a memorandum of understanding granting Chinamex and CGP the specific mandate to promote and develop business relations between the signatories, in South East England. Both Beijing ASME and Chinamex facilitate the establishment of overseas operations by Chinese businesses. CGP's strong relationships with these organisations has resulted in a significant part of the Manston development being pre-let and a larger part being subject to a memorandum of understanding to lease, prior to construction commencing. In addition, Chinamex has a 20 per cent stake alongside CGP in a joint venture company which intends to purchase the Wigan site. It is intended to pre-let the site prior to construction. Manston The Manston site, which has been named "China Gateway", is located at the North West end of Kent International Airport and, at the time of the IPO, comprised 100 acres of open space and agricultural land within a partly developed business park. Subsequently, on 15 March 2007, CGP purchased, for £5.1 million, a further 73 acres of agricultural land adjacent to the original site. On 22 June 2007, Beijing ASME signed an agreement to lease between 900,000 sq ft and 1,100,000 sq ft of business accommodation on 49.5 acres of the Manston site. The lease, which is supported by Chinamex, is for a term of 10 years from handover. On 2 August 2007, CGP entered into a memorandum of understanding with Zhejiang Province, acting through Chairman Bao of the Taizhou Foreign Merchant Information Federation, to lease 2,500,000 sq ft at Manston. Most recently, on 31 March 2008, CGP submitted an application for detailed planning consent for 1,481,815 sq ft of commercial development on the site. We anticipate receiving the response to this application by September 2008, which should allow construction to commence in 2009. Upon receipt of this consent, CGP then intends to submit a planning application for consent for the next 1,776,663 sq ft of the development. Wigan On 18 November 2007, CGP announced that it had entered into non binding heads of terms, with Chinamex and the Wigan Metropolitan Borough Council, for Chinamex Gateway @Wigan Limited, a joint venture company owned 80 per cent by CGP and 20 per cent by Chinamex, to acquire 55 acres of development land in Wigan. On 21 February 2008, the Council cabinet instructed its officers to enter into a contract for sale of the site. Accordingly, the Board hopes that the contract will be entered into by August 2008. The site is unoccupied and brown field and is not currently generating income. If the company is successful in acquiring the site, we propose to submit a planning application to the Council to develop approximately 1.1 million sq ft of manufacturing, research & development, hotel and office facilities that the Board believes could deliver up to 1,000 new jobs in the textile and apparel sector in Wigan. This would also substantially increase the value of the site. Dover In addition CGP has two properties held for sale in Dover, 273 acres at Farthingloe and 24 acres at Western Heights, both located south west of Dover in Kent. The key part of these 2 sites is an area of approximately 30 acres at Farthingloe which has the benefit of planning permission for the erection of 220,000 sq ft of office space. CGP intends to apply for permission to build approximately 500,000 sq ft of residential units on the area. Trading result The first phase of our development has required investment in infrastructure and overheads at a time when revenues are limited to incidental rental income. This resulted in a pretax loss for the financial year of £1.5 million and a loss per share of 4.1p. Balance sheet The Manston site was revalued at 30 November 2007 by Savills (L&P) Limited to £50.9 million, compared to its historical cost of £23.5 million. The uplift primarily reflects CGP's progress in relation to planning matters and negotiations with future tenants. Included within non-current assets is £3.7 million of deferred expenditure which represents a payment made to property agents in China regarding the introduction to and negotiations with the Beijing ASME and Chinamex. This led to the signing of a pre-Iease agreement for between 900,000 and 1,100,000 sq ft of accommodation at Manston International Business Park. The payment, which was calculated as 5% of rent payable over the 10 year term, will be released and charged to the income statement against future rental income from this development. The Directors anticipate that CGP will enter into further such arrangements in respect of other sites, but at lower levels of commission relative to this initial agreement. A mixture of bank borrowings and equity have been utilised to finance CGP's business. At 30 November 2007, approximately £24.5 million of its £28.5 million facility with Israel Discount Bank had been drawn down. The Bank has confirmed the availability of this facility until at least 30 November 2009. Net assets at 30 November 2007 amounted to £34.1 million. Outlook The Board believes that, given its excellent relationships in China, CGP is in a position of strength to capitalise on the current need for Chinese businesses to globalise, which will enable the company to grow its business and shareholder value. Accordingly the Board views the company's future with significant optimism. Ken Wills COMMERCIAL GROUP PROPERTIES PLC
The Financial Statements were approved and authorised for issue by the Board of Directors on 20 May 2008, and were signed on its behalf by: K E Wills C Seymour-Prosser
STATEMENT OF CHANGES IN EQUITY
CASH FLOW STATEMENT
During the period the company issued 18,000,000 ordinary shares fully paid for the purchase of property sites for £14,000,000. NOTES 1. ACCOUNTING POLICIES Period from 6 July 2006 to 30 November 2007 Summary of Significant Accounting Policies The principal Accounting Policies applied in the preparation of these Financial Statements are set out below. These Policies have been consistently applied to all the periods presented, unless otherwise stated. Basis of Preparation of Financial Statements The Financial Statements have been prepared in accordance with EU-endorsed International Financial Reporting Standards (IFRS), IFRIC interpretations and the parts of the Companies Act 1985 applicable to companies reporting under IFRS. The Financial Statements have also been prepared under the historical cost convention, as modified by the revaluation of property under development. Items included in the Financial Statements are measured using the currency of the primary economic environment in which the entity operates (its "functional currency"). The Financial Statements are presented in Pounds Sterling (£), which is the Company's functional and presentation currency. Adoption of International Financial Reporting Standards (IFRS) The Company has adopted IFRS from the date of incorporation in their financial statements. As this is the Company's first accounting period no prior period restatements have been required to reflect the Company's adoption of IFRS. Standards and Interpretations in issue but not yet Effective or not yet Relevant IFRS 7 "Financial Instruments: Disclosures", and the complementary amendments to IAS 1 "Presentation of Financial Statements", require new disclosures relating to financial instruments. This standard is effective for the period ended 30 November 2007 but will not have an impact on the classification or valuations of the Company's financial instruments. IFRS 8 "Operating Segments" requires companies to adopt a management approach to reporting on their operating segments. This standard is effective for the period ended 30 November 2007 but is not expected to have an impact on the Company's financial statements. IFRIC 7 "Applying the Restatement Approach under IAS 29 'Financial Reporting in hyperinflationary Economies" is effective for the period ended 30 November 2007. As the Company does not have a currency of a hyperinflationary economy as its functional currency, IFRIC 7 is not relevant to the Company. IFRIC 8 "Scope of IFRS 2" addresses whether IFRS 2 "Share-based Payment" applies to transactions in which the entity cannot identify specifically some or all of the costs of services received in return for issuing equity instruments. The interpretation is effective for the period ended 30 November 2007. The interpretation is not expected to have major impact on the Company's results on equity. IFRIC 9 "Reassessment of Embedded Derivatives" is effective for the period ended 30 November 2007. IFRIC is not relevant to the Company as the Company has no such contracts. IRFIC 10 "Interim Financial Reporting and Impairment" prohibits companies from reversing impairment losses recognised in an interim period on goodwill and investments in equity instruments and in financial assets carried at cost, where a loss would not have been recognised at a subsequent balance sheet date. The interpretation is effective for the period ended 30 November 2007. The interpretation is not expected to have an impact on the Company's results or equity. IFRIC 12 "Service Concession Arrangements" is effective for the period ended 30 November 2007. As the Company is not involved in public-to-private service concession arrangements, IFRIC 12 is not relevant to the Company. IFRIC 13 "Customer Loyalty Programmes" addressed accounting by entities that grant loyalty award credits to customers who buy goods or services and is effective from 1 July 2008 but is not relevant to the Company. IFRIC 14 IAS 19 - "The Limit of a Defined Benefit Asset, Minimum Funding Requirements and their interaction" provides guidance on how to assess the limit in IAS 10 Employee benefits" on the amount of the surplus that can be recognised as an asset. This is effective from 1 January 2008 but is not relevant to the Company. Foreign Currencies Transactions in foreign currencies are translated into the functional currency at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities in foreign currencies are retranslated at the rates of exchange ruling at the Balance Sheet date. Foreign exchange differences on retranslation and settlement are recognised in the Income Statement. Property, Fixtures and Fittings Property, fixtures and fittings is stated at cost, net of depreciation and any provision for impairment. Cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset's carrying amount only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the Income Statement in the period in which they are incurred. Depreciation is provided on fixtures and fittings at a rate calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line basis over its expected useful life, estimated to be 4 years. Property under development All properties under development are initially recorded at cost, being the fair value of the consideration given plus expenditure that is directly attributable to the acquisition of the properties including attributable borrowing costs. Increases in the carrying amount arising on revaluation of property are credited to the revaluation reserve in equity. Decreases that offset previous increases on the same asset are charged against the revaluation reserve directly in equity. All other decreases are charged to the Income Statement. Subsequent costs are included in the asset's carrying value only when it is probable that future economic benefits associated with the items will flow to the Company and the cost of the item can be measured reliably. Properties intended for sale Properties intended for sale are classified under current assets and are stated at the lower of cost and net realisable value. Cost comprises land cost and development costs including attributable borrowing costs and charges allocated during the development period. Cash and Cash Equivalents Cash and cash equivalents are carried in the balance sheet at fair value. For the purposes of the cash flow statement, cash and cash equivalents comprise cash at bank and in hand, including bank deposits with original maturities of three months or less. Bank overdrafts are also included as they are an integral part of the Company's cash management. Taxation Current tax is the tax currently payable based on the taxable profit for the year. Deferred tax is provided in full, using the liability method, on temporary differences between the carrying amounts of assets and liabilities and their tax bases, except when, at the initial recognition of the asset or liability, there is no effect on accounting or taxable profit or loss. Deferred tax is determined using tax rates and laws that have been substantially enacted by the Balance Sheet date, and that are expected to apply when the temporary difference reverses. Tax losses available to be carried forward, and other tax credits are recognised as deferred tax assets, to the extent that it is probable that there will be future taxable profits against which the temporary differences can be utilised. Changes in deferred tax assets or liabilities are recognised as a component of the tax expense in the Income Statement, except where they relate to items that are charged or credited directly to equity (such as the revaluation of properties under development), in which case the related deferred tax is also charged or credited directly to equity. Share Capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Revenue Recognition Revenue comprises the fair value of the consideration received or receivable by the Company for income arising in the ordinary course of the Company's activities from its property interests, excluding VAT. Borrowing Costs The Company has adopted a policy of capitalising borrowing costs in respect of qualifying assets. Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset shall be capitalised as part of the cost of that asset. The amount of borrowing costs eligible for capitalisation is determined by calculating the weighted average of the borrowing costs applicable to the qualifying asset that are outstanding during the period other than borrowings made specifically for the purposes of obtaining a qualifying asset. Financial Instruments Financial instruments are classified and accounted for according to the substance of the contractual agreement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Financial Risk Management and Financial Instruments
Interest Rate Risk
2. Auditors' Remuneration
3. Property, Fixtures and Fittings
The Company's land and buildings were last revalued as at 30 November 2007 by Savills (L&P) Limited, Chartered Surveyors and independent valuers. Valuations were made on the basis of market value subject to and with benefit of an agreement to lease 1 million square feet of industrial buildings. The revaluation surplus, net of applicable deferred tax, was credited to other reserves in shareholders' equity. A depreciation charge of £3,156 is included in administrative expenses in the Income Statement. Included in additions to property under development is £987,760 interest relating to the finance costs directly attributable to this asset. The property under development is at the stage where planning permission is being sought. If land and buildings were stated on the historical cost basis, the amounts would be:
Part of the total bank borrowings of £ 24,495,564 are secured against the property under development noted above. Deferred expenditureDeferred expenditure of £3,698,175 represents a payment made to agents in China regarding the introduction to and negotiations with Chinamex Middle Eastern Investment Trade Promotion Centre and Beijing SME Association. This led to the signing of a pre-lease agreement for between 900,000 and 1,100,000 square feet of accommodation at Manston International Business Park. The payment will be released and charged to the income statement against future rental income from this development. 5. Properties intended for sale
Included in the figure above is £435,586 interest relating to the finance costs directly attributable to these assets. Part of the total bank borrowings of £24,495,564 are secured against the properties intended for sale stated above. 6. Trade and Other Receivables
All of the Company's receivables are denominated in Pounds sterling. 7. Cash and Cash Equivalents Cash, cash equivalents and bank overdrafts include the following for the purposes of the cash flow statement: 2007 £000 Cash at bank and in hand 324 --------- 8. Called-Up Share Capital
At incorporation the Company's authorised share capital was 50,000 ordinary shares of £1 each. On 14 November 2006 it was resolved that the authorised capital be increased by £450,000 to £500,000. It was then resolved that the Company's share be subdivided into 50 million ordinary shares of £0.01 each. On 14 November 2006 18,000,000 ordinary shares of £0.01 each were issued to various individuals and companies in respect of £14,000,000 invested for the purchase of the sites, credited as fully paid at Manston Business Park, Farthingloe Great Farm and Western Heights, Dover. On 21 February 2007 the Company was floated on AIM and 3,000,000 shares were issued at a price of £0.50 per share. The finance costs associated with the Company float on Aim totalling £225,560 have been allocated against the share premium account in equity. 9. Trade and Other Payables
10. Borrowings
Bank borrowings are repayable on demand. However the bank has indicated their intention to make the facility available until 30 November 2009. The borrowings bear interest at LIBOR plus 2%. Total bank borrowings of £24,495,564 are secured against the property under development and properties intended for sale. 11. Deferred Tax Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred taxes relate to the same fiscal authority. The amounts are:
12. Other Income
13. Expenses by Nature
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