For further information, please contact:
Commercial group properties Plc +44 (0) 1843 860866
Ken Wills
Beaumont Cornish Limited +44 (0) 20 7628 3396
Roland Cornish
Square 1 Consulting Limited +44 (0) 20 7929 5599
David Bick, Mark Longson
BALANCE SHEET
PERIOD FROM 1 DECEMBER 2007 TO 31 MAY 2008 |
|
|
Unaudited |
Unaudited
and
restated |
Audited |
|
|
Note |
31 May 08 |
31 May 07 |
30 Nov 07 |
ASSETS |
|
|
£ |
£ |
£ |
Non-current assets |
|
|
|
|
|
Property under development |
|
4 |
51,983,637 |
45,385,000 |
50,900,000 |
Fixtures and fittings |
|
|
7,881 |
3,808 |
9,460 |
Deferred expenditure |
|
|
3,698,175 |
- |
3,698,175 |
Deferred tax asset |
|
|
778,740 |
- |
699,826 |
|
|
------------------ |
------------------ |
------------------ |
Total non-current assets |
|
56,468,433 |
45,388,808 |
55,307,461 |
|
|
|
|
|
Current assets |
|
|
|
|
Properties intended for sale |
|
4,873,889 |
11,348,530 |
11,599,571 |
Trade and other receivables |
|
174,990 |
3,670,184 |
56,175 |
Cash and cash equivalents |
|
45,143 |
751,863 |
323,424 |
|
|
------------------ |
------------------ |
------------------ |
Total current assets |
|
5,094,022 |
15,770,577 |
11,979,170 |
|
|
------------------ |
------------------ |
------------------ |
TOTAL ASSETS |
|
61,562,455 |
61,159,385 |
67,286,631 |
|
|
========== |
========== |
========== |
EQUITY AND LIABILITIES |
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
Issued share capital |
|
210,000 |
210,000 |
210,000 |
Share premium |
|
15,064,740 |
15,064,740 |
15,064,740 |
Revaluation reserve |
|
19,695,273 |
16,302,308 |
19,695,273 |
Retained earnings |
|
(8,562,991) |
(445,777) |
(830,815) |
|
|
------------------ |
------------------ |
------------------ |
Total equity |
|
26,407,022 |
31,131,271 |
34,139,198 |
|
|
|
|
|
Non-current liabilities |
|
|
|
|
Interest bearing loans and borrowings |
|
27,300,247 |
23,525,564 |
24,495,564 |
Deferred tax provision |
|
7,659,273 |
6,339,787 |
7,659,273 |
|
|
------------------ |
------------------ |
------------------ |
Total non-current liabilities |
|
34,959,520 |
29,865,351 |
32,154,837 |
|
|
|
|
|
Current liabilities |
|
|
|
|
Bank overdraft |
|
44 |
2,016 |
- |
Trade and other payables |
|
195,869 |
160,747 |
992,596 |
|
|
------------------ |
------------------ |
------------------ |
Total current liabilities |
|
195,913 |
162,763 |
992,596 |
|
|
|
|
|
Total liabilities |
|
35,155,433 |
30,028,114 |
33,147,433 |
|
|
------------------ |
------------------ |
------------------ |
TOTAL EQUITY AND LIABILITIES |
|
61,562,455 |
61,159,385 |
67,286,631 |
|
|
========== |
========== |
========== |
These financial statements were approved by the directors on 29 August 2008 and are signed on their behalf by:
...............................................…
K E WILLS
INCOME STATEMENT
PERIOD FROM 1 DECEMBER 2007 TO 31 MAY 2008 |
|
Unaudited |
Unaudited
and
restated |
Audited |
|
|
31 May 08 |
31 May 07 |
30 Nov 07 |
|
Note |
£ |
£ |
£ |
|
|
|
|
|
Continuing operations: |
|
|
|
|
|
|
|
|
|
Write down properties for sale |
5 |
(6,725,682) |
- |
- |
Administrative expenses |
|
(693,402) |
(429,765) |
(1,465,049) |
Other operating income |
|
27,656 |
26,045 |
35,912 |
|
|
------------------ |
------------------ |
------------------ |
OPERATING LOSS |
|
(7,391,428) |
(403,720) |
(1,429,137) |
|
|
|
|
|
Finance income |
|
3,929 |
466 |
15,012 |
Finance costs |
|
(423,591) |
(42,523) |
(116,516) |
|
|
------------------ |
------------------ |
------------------ |
LOSS BEFORE TAXATION |
|
(7,811,090) |
(445,777) |
(1,530,641) |
|
|
|
|
|
Corporation tax |
|
78,914 |
- |
699,826 |
|
|
------------------ |
------------------ |
------------------ |
LOSS FOR THE PERIOD ATTRIBUTABLE TO SHAREHOLDERS |
|
(7,732,176) |
(445,777) |
(830,815) |
|
|
========== |
========== |
========== |
|
|
|
|
|
Loss per ordinary share (pence) |
|
|
|
|
|
|
|
|
|
Basic |
6 |
(36.82) |
(2.28) |
(4.10) |
|
|
========== |
========== |
========== |
STATEMENT OF CHANGE IN EQUITY
PERIOD FROM 1 DECEMBER 2007 TO 31 MAY 2008 |
Share
capital |
Share
premium |
Revaluation
reserve |
Retained Earnings |
Unaudited
Total |
|
£ |
£ |
£ |
£ |
£ |
As at 1 December 2006 |
180,000 |
13,820,000 |
- |
- |
14,000,000 |
|
|
|
|
|
|
Revaluation: Properties under
development |
- |
- |
22,642,095 |
- |
22,642,095 |
|
|
|
|
|
|
Deferred tax |
- |
- |
(6,339,787) |
- |
(6,339,787) |
|
|
|
|
|
|
Issue of shares |
30,000 |
1,470,000 |
- |
- |
1,500,000 |
|
|
|
|
|
|
Flotation costs |
- |
(225,260) |
- |
- |
(225,260) |
|
|
|
|
|
|
Loss for the period |
- |
- |
- |
(445,777) |
(445,777) |
|
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
As at 31 May 2007 |
210,000 |
15,064,740 |
16,302,308 |
(445,777) |
31,131,271 |
|
========== |
========== |
========== |
========== |
========== |
STATEMENT OF CHANGE IN EQUITY
PERIOD FROM 1 DECEMBER 2007 TO 31 MAY 2008 |
Share
capital |
Share
premium |
Revaluation
reserve |
Retained Earnings |
Unaudited
Total |
|
£ |
£ |
£ |
£ |
£ |
As at 1 December 2007 |
210,000 |
15,064,740 |
19,695,273 |
(830,815) |
34,139,198 |
|
|
|
|
|
|
Revaluation: Properties under
development |
- |
- |
- |
- |
- |
|
|
|
|
|
|
Deferred tax |
- |
- |
- |
- |
- |
|
|
|
|
|
|
Issue of shares |
- |
- |
- |
- |
- |
|
|
|
|
|
|
Flotation costs |
- |
- |
- |
- |
- |
|
|
|
|
|
|
Loss for the period |
- |
- |
- |
(7,732,176) |
(7,732,176) |
|
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
As at 31 May 2008 |
210,000 |
15,064,740 |
19,695,273 |
(8,562,991) |
(26,407,022) |
|
========== |
========== |
========== |
========== |
========== |
CASH FLOW STATEMENT
PERIOD FROM 1 DECEMBER 2007 TO 31 MAY 2008 |
Unaudited |
Unaudited
and restated |
Audited |
|
31 May 08 |
31 May 07 |
30 Nov 07 |
|
£ |
£ |
£ |
Cash used in Operations |
|
|
|
Loss before taxation |
(7,811,090) |
(445,777) |
(1,530,641) |
Adjustments for: |
|
|
|
Write down properties for sale |
6,725,682 |
- |
- |
Depreciation |
1,579 |
543 |
3,156 |
Interest income |
(3,929) |
(466) |
(15,012) |
Interest expense |
423,591 |
42,523 |
116,516 |
Deferred expenditure |
- |
- |
(3,698,175) |
Increase in trade and other receivables |
(118,815) |
(3,670,184) |
(56,175) |
Increase in inventories |
- |
(248,530) |
(11,599,571) |
(Decrease)/increase in trade payables |
(796,727) |
160,747 |
992,596 |
|
------------------ |
------------------ |
-------------------- |
Cash used in Operations |
(1,579,709) |
(4,161,144) |
(15,787,306) |
|
|
|
|
Interest paid |
(423,591) |
(42,523) |
(116,516) |
Corporation tax paid |
- |
- |
- |
|
|
|
|
|
------------------ |
------------------ |
-------------------- |
Net Cash used in Operating Activities |
(2,003,300) |
(4,203,667) |
(15,903,822) |
|
------------------ |
------------------ |
-------------------- |
|
|
|
|
Cash Flows from Investing Activities |
|
|
|
Purchase of property, fixtures and fittings |
(1,083,637) |
(5,847,256) |
(9,558,070) |
Interest received |
3,929 |
466 |
15,012 |
|
|
|
|
|
------------------ |
------------------ |
-------------------- |
Net Cash from Investing Activities |
(1,079,708) |
(5,846,790) |
(9,543,058) |
|
------------------ |
------------------ |
-------------------- |
|
|
|
|
Cash Flows from Financing Activities |
|
|
|
Net proceeds from issue of share capital |
- |
1,274,740 |
1,274,740 |
Proceeds from long-term borrowings |
2,804,683 |
9,525,564 |
24,495,564 |
|
------------------ |
------------------ |
-------------------- |
Net Cash from Financing Activities |
2,804,683 |
10,800,304 |
25,770,304 |
|
------------------ |
------------------ |
-------------------- |
|
|
|
|
Net Decrease/Increase in Cash, Cash Equivalents and bank overdrafts |
(278,325) |
749,847 |
323,424 |
|
|
|
|
Cash, Cash Equivalents and bank overdrafts at Beginning of Period |
323,424 |
- |
- |
|
------------------ |
------------------ |
-------------------- |
|
|
|
|
Cash, Cash Equivalents and bank overdrafts at End of Period |
45,099 |
749,847 |
323,424 |
|
|
|
|
Bank overdrafts |
44 |
2,016 |
- |
|
------------------ |
------------------ |
-------------------- |
Cash and Cash Equivalents |
45,143 |
751,863 |
323,424 |
|
========== |
========== |
=========== |
NOTES TO THE FINANCIAL STATEMENTS
PERIOD FROM 1 DECEMBER 2007 TO 31 MAY 2008
1 General Information
The Company is incorporated in the United Kingdom. The address of its registered office is One America Square, Crosswall, London, EC3N 2SG.
The Company is listed on AIM.
This interim financial information was approved for issue on 29 August 2008.
This interim financial information has been reviewed, not audited.
2 Basis of Preparation
The interim financial information set out above does not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985. It has been prepared on a going concern basis in accordance with the recognition and measurement criteria of the International Financial Reporting Standards (IFRS) as adopted by the European Union. The accounting policies applied in preparing the financial information are consistent with those that have been adopted in the Company's 2007 audited statutory accounts. Statutory accounts for the year ended 30 November 2007 were approved by the Board of Directors on 20 May 2008 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified.
The financial information for the 6 months ended 31 May 2008 and the 6 months ended 31 May 2007 has not been audited. As permitted, the Company has chosen not to adopt IAS 34 "Interim Financial Statements" in preparing this interim financial information.
3 Accounting Policies
Except as described below, the accounting policies applied are consistent with those of the annual financial statements for the year ended 30 November 2007, as described in those annual financial statements except for the following:
-
Borrowing Costs - Following the period after releasing the interim financial statements to 31 May 2007, the Company changed its accounting in respect of Borrowing Costs. The change in the policy adopted allowed the capitalization of borrowing costs in respect of qualifying assets instead of expensing the costs through the income statement, in line with IAS 23. As a result, the figures in the comparative column for the period to 31 May 2007 have been restated to reflect the change in accounting policy. As a result the finance costs in the income statement have been adjusted to £42,523 where £410,134 is capitalized and £30,742 transferred to bank charges as arrangement fees.
Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.
The following new standards, amendments to standards or interpretations are mandatory for the first time for the financial year beginning 1 December 2007 but are not currently relevant for the Company.
-
IFRIC 11, 'IFRS 2 - Group and treasury share transactions'.
-
IFRIC 12, 'Service concession arrangements'.
-
IFRIC 14, 'IAS 19 - the limit on a defined benefit asset, minimum funding requirements and their interaction'.
The following new standards, amendments to standards and interpretations have been issued but are not effective for the financial year beginning 1 December 2007 and have not been early adopted:
-
IFRS 8, 'Operating segments', effective for annual periods beginning on or after 1 January 2009. IFRS 8 replaces IAS 14, 'Segment reporting', and requires a 'management approach' under which segment information is presented on the same basis as that used for internal reporting purposes. This is not relevant to the company, as it does not have any operating segments yet.
-
IAS 23 (amendment), 'Borrowing costs', effective for annual periods beginning on or after 1 January 2009. This amendment is not relevant to the company, as the company currently applies a policy of capitalizing borrowing costs.
-
IFRS 2 (amendment) 'Share-based payment', effective for annual periods beginning on or after 1 January 2009. This is not relevant to the company, as the company does not have any share based payments.
-
IFRS 3 (amendment), 'Business combinations' and consequential amendments to IAS 27, 'Consolidated and separate financial statements', IAS 28, 'Investments in associates' and IAS31, 'Interests in join ventures', effective prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 1 July 2009. Management is assessing the impact of the new requirements regarding acquisition accounting, consolidation and associates on the company. The company has not yet signed up to any joint ventures.
-
IAS 1 (amendment), 'Presentation of financial statements', effective for annual periods beginning on or after 1 January 2009. Management is in the process of developing proforma accounts under the revised disclosure requirements of this standard.
-
IAS 32 (amendment), 'Financial instruments: presentation', and consequential amendments to IAS 1, 'Presentation of financial statements', effective for annual periods beginning on or after 1 January 2009. This is not relevant to the company, as the company does not have any puttable instruments.
-
IFRIC 13, 'Customer loyalty programmes', effective for annual periods beginning on or after 1 July 2008. This is not relevant to the company, as the company does not have any loyalty programmes.
4 Property Under Development
The Manston site was last revalued at 30 November 2007.
5 Write Down Of Property For Sale
The write down in value of the properties for resale is a consequence of the national reduction in land bank values and development land values and in addition the option by Dover Harbour Board to acquire part of the Farthingloe site is now unlikely to come to fruition.
6 Loss Per Share
Basic
Basic loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.
|
6 months to |
6 months to |
Period to |
|
31 May 08 |
31 May 07 |
30 Nov 07 |
|
£ |
£ |
£ |
|
|
|
|
Loss attributable to equity holders of the Company |
7,732,176 |
445,777 |
830,815 |
|
------------------ |
---------------- |
-------------------- |
|
|
|
|
|
|
|
|
Weighted average number of ordinary shares in issue |
21,000,000 |
19,549,450 |
20,276,000 |
|
========== |
========= |
=========== |
|
|
|
|
Basic loss per share (pence per share) |
(36.82)p |
(2.28)p |
(4.10)p |
|
========== |
========= |
=========== |
Diluted
The company has no dilutive potential ordinary shares and therefore the weighted average number of ordinary shares in issue is the same as for basic earnings per share calculation.
Auditors review report
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 May 2008 which comprise the balance sheet, income statement, statement of changes in equity, cash flow statement and related notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
Directors' Responsibilities
The half-yearly financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the half-yearly financial report in accordance with the AIM Rules for Companies.
The annual Financial Statements of the Company are prepared in accordance with the recognition and measurement criteria of IFRSs as adopted by the European Union. The condensed set of Financial Statements included in this half-yearly financial report has been prepared in accordance with the AIM Rules for Companies.
Our Responsibility
Our responsibility is to express to the Company a conclusion on the condensed set of Financial Statements in the half-yearly financial report based on our review. This report, including the conclusion, has been prepared for and only for the Company for the purpose of the AIM Rules for Companies. We do not, in producing this report, accept or assume responsibility for any other purpose to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Scope of review
We conducted our review in accordance with the International Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. 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 Ireland) 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.
Conclusion
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 May 2008 is not prepared, in all material respects, in accordance with the AIM Rules for Companies.
Littlejohn
Chartered Accountants
1 Westferry Circus
Canary Wharf
London E14 4HD
29 August 2008
|