TIDMCIC

RNS Number : 0497S

Conygar Investment Company PLC(The)

16 December 2016

15 December 2016

THE CONYGAR INVESTMENT COMPANY PLC

PRELIMINARY RESULTS FOR THE YEARED 30 SEPTEMBER 2016

The Conygar Investment Company PLC, announces its results for the year ended 30 September 2016.

SUMMARY

-- Net asset value per share 196.9p at 30 September 2016 decreased by 3.2% from 203.3p at 30 September 2015 due to the write off of our investment at Pembroke Dock. EPRA NAV per share decreased by 3.1% to 196.9p from 203.2p.

-- Acquired a 9.96 acre site from Sainsbury's at Cross Hands, west of Swansea, for GBP2.25 million, and the 203 acre freehold of the former gas storage facility near Rhosgoch, Anglesey, for GBP3 million.

-- The development pipeline is advancing. At Haverfordwest, infrastructure works have completed, and at Cross Hands detailed planning consent has been granted and construction started. We continue to progress the approvals for the other projects.

-- In April 2016, completed the refinancing of three portfolios with a new GBP48.1 million facility with Lloyds Bank, releasing GBP21 million after repayment of the two existing loans.

-- In December 2016, completed the refinancing of the Edinmore portfolio and Mochdre Commerce Park with a new GBP21.4 million facility with HSBC Bank, releasing GBP13 million after repayment of the existing loan.

-- Total cash available for acquisitions and development funding of GBP64 million. Net debt of GBP27.2 million as at 30 September 2016, representing gearing of 17.9% against net asset value and 20.8% on loan to value basis. Post the HSBC refinancing, net debt of GBP27.8 million, representing gearing of 18.3% against net asset value and 21.3% on loan to value basis.

-- Investment property portfolio valuation of GBP130.7 million at 30 September 2016, an increase of GBP1.0 million on a like for like basis. Our average unexpired lease length has risen from 4.8 years at 30 September 2015 to 5.8 years at the year end and this reflects a number of new leases and renewals which have been agreed over the past year.

-- Disposed of four investment properties in the year for a total consideration of GBP7.0 million, a deficit of GBP0.3 million to the September 2015 valuation after costs.

-- Bought back 5.3 million shares (6.4% of ordinary share capital) at an average price of 167 pence per share.

Summary Group Net Assets As At 30 September 2016

 
                                   Per Share 
                           GBP'm           p 
 Investment Properties     130.7       169.2 
 Investment Properties 
  Under Construction         9.5        12.3 
 Development Projects       40.7        52.8 
 Cash                       63.7        82.5 
 Other Net Liabilities     (2.7)       (3.5) 
                         -------  ---------- 
                           241.9       313.3 
 Bank Loans               (55.5)      (71.9) 
 ZDP Liability            (34.4)      (44.5) 
                           152.0       196.9 
                         =======  ========== 
 

Robert Ware, Chief Executive, commented:

"Despite the current political and economic uncertainties, our investment property portfolio has performed well and we expect this to continue in the short to medium term. At the same time, we are pushing the development projects forward and we anticipate that construction work will begin at a number of the sites this year in addition to the ongoing works at Cross Hands. We see the development pipeline as the main driver of shareholder growth in the medium term and this will be a major focus for the Group in the coming years."

Enquiries:

The Conygar Investment Company PLC

   Robert Ware:                  020 7258 8670 
   Ross McCaskill:              020 7258 8670 

Liberum Capital Limited (Nominated Adviser)

   Richard Bootle:               020 3100 2222 

Temple Bar Advisory (Public Relations)

   Alex Child-Villiers:          07795 425580 
   Will Barker:                    020 7002 1080 

Chairman's & Chief Executive's Statement

Results

We present the Group's results for the year ended 30 September 2016.

Net asset value per share decreased by 3.2% to 196.9p from 203.3p last year and to 196.9p (2015: 203.2p) on an EPRA basis. The reason for this fall was the write off of our investment at Pembroke Dock which amounts to GBP4.8 million or 6.2p per share. This was a difficult decision but we felt that it was necessary given the problems we have faced at this site over the past year and these issues are discussed in detail within the developments section of the Strategic Report. All other parts of the business have performed as expected and the loss for the year before taxation was GBP4.7 million (2015: GBP7.8 million profit).

Net asset value as at 30 September 2016 was GBP152.0 million compared with GBP167.8 million at 30 September 2015. During the year, the Group spent GBP8.9 million on share buy backs and paid a dividend of GBP1.4 million and excluding these, the net asset value decreased by 3.3%, which is attributable to the loss for the year.

The Group's investment properties as at 30 September 2016 were independently valued at GBP130.7 million (2015: GBP133.2 million), an increase in the valuation of GBP1m for the year on a like for like basis. This modest uplift does not truly reflect the performance of the portfolio in the year as it includes a GBP3 million fall in the value of our building in Aberdeen. As has been well publicised, the Aberdeen market has been hit hard by the crisis in the oil industry and this is reflected in the valuation. If we exclude Aberdeen, the investment property portfolio rose in value by 3.5% in the year on a like for like basis and this is a result of very positive letting activity across the portfolio during the period.

The Group had cash balances of GBP63.7 million (2015: GBP57.4 million) at the year end and bank debt of GBP56.4 million (2015: GBP38.2 million). Including the zero dividend preference share liability of GBP34.4 million (2015: GBP32.5 million), our net gearing is 17.9% or 20.8% on a loan to value basis.

Although the fall in net asset value per share is disappointing, the Group is well placed to deliver the other development projects and the balance sheet remains robust.

Progress

Development Projects

Two development sites were acquired during the year. The first is a 9.96 acre freehold serviced development site acquired from Sainsbury's at Cross Hands, west of Swansea, for GBP2.25 million plus an overage provision. In April 2016, a planning application was submitted to Carmarthenshire Council for a 106,000 square foot retail development, along with a 562 space car park, to include a family pub and restaurant, food stores, a drive-through restaurant and other retail stores. The detailed planning consent was granted in September 2016 and construction work has now begun.

The second site was acquired in October 2015, and is the freehold of the former gas storage facility site near Rhosgoch, Anglesey, at a cost of GBP3 million. This 203 acre brownfield site is situated 6.5 miles from the existing and proposed Wylfa Nuclear Power Station. We have agreed an option agreement with Horizon Nuclear Power over the entire site and we hope that this site will be used to house temporary workers who will be employed to construct the new power station.

In May 2016, the group submitted a planning application on its development site at Nottingham Road, Ashby-de-la-Zouch, for a Marks & Spencer "Food Hall", measuring approximately 11,000 square feet with associated parking services and landscaping. We expect to hear the outcome of the application shortly and we will commence construction almost immediately, should planning permission be granted. There are another two acres available for development at the site and discussions are ongoing with potential occupiers of the remaining land.

Investment Property Portfolio

There have been a number of significant lettings and lease renewals which have been agreed during the year.

At Mochdre Commerce Park, an industrial estate strategically located in Colwyn Bay, North Wales, adjoining the A55 expressway, midway between Holyhead and Chester, a lease was signed by Conwy County Council for 60,000 square feet of industrial space and 3.2 acres of open storage land on a 35 year lease, with a first break at year 15 and an initial rent of GBP240,000 per annum. This letting along with another 20 year lease to a biotech company for approximately 35,000 square feet has resulted in a significant increase in the value of this asset as at 30 September 2016.

A crucial reletting was also achieved after the period end at Kelvin Close, Warrington where Hewlett Packard has agreed to extend their lease by 5 years at an improved rent. This, along with the lettings at Mochdre, are good examples of how the letting market has remained strong in the period leading up to and following the EU referendum and this is the picture we have seen across the majority of the UK. In Scotland, a market which is struggling, we have let Watt Place, Hamilton, an industrial building of 33,000 square feet to Napier University at a very competitive rent. During the year we also let a unit at Kingscourt Leisure Centre in Dundee to Domino's Pizza, which we believe is their largest unit in the UK. The Dundee market has been a particularly difficult one since the financial crash of 2008 and the unit in question had been vacant since construction, which was some time before our ownership. This letting, which might appear overdue, is another example of the team's efforts and this is reflected in the increase in the portfolio valuation as at 30 September 2016.

As mentioned above, our asset in Aberdeen has been written down heavily in the year. There is a considerable amount of office space available in and around the city and with only one year's income left on the current lease, we will continue to work hard to replace the tenant who has already vacated the building. Fortunately, our exposure to Aberdeen was greatly reduced during the year ended 30 September 2014 when we sold two buildings there for a consideration of GBP15.5 million, which was a significant surplus to our book cost and GBP1.24 million over the previous valuation in September 2013.

The refurbishment at Brennan House, Farnborough and the Links, Warrington, have now completed and the initial feedback from the marketing process is positive and we expect to announce lettings at both locations in our next update.

The contracted annual rent roll of the portfolio was GBP9.7 million as at 30 September 2016, which is only GBP0.1 million lower than at 30 September 2015, despite the disposals in the year. We continue to work hard at letting vacant space, retaining tenants and pushing down irrecoverable property costs. Our average unexpired lease length has risen from 4.8 years to 5.8 years at 30 September 2016 and this reflects a number of new leases and renewals which have been agreed over the past year. We made four disposals in the year for a gross consideration of GBP7.0 million, which was GBP0.3 million lower than the 2015 valuation after costs.

Financing

The Group's loan facilities secured on the investment property portfolio have been fully refinanced since the start of 2016.

In April 2016, the Group completed a new five year GBP48.1 million loan with Lloyds Bank PLC, Jersey Branch, which replaced the two facilities we held with the Royal Bank of Scotland PLC. The interest cost was reduced from 3% and 3.5% per annum margin plus 3 month LIBOR to 1.9% margin plus Bank of England Base Rate and this refinancing also released GBP21 million to pursue other projects after repayment of the RBS loans.

On 2 December 2016, following the financial year end, the Group also completed a GBP21.4 million 5 year loan with HSBC Bank PLC. This loan replaced the previous loan facility held with Barclays Bank PLC and the interest cost has been reduced from 3.5% per annum margin plus 3 month LIBOR to 2.15% per annum margin plus 3 month LIBOR and has also released an additional GBP13 million after repayment of the Barclays loan.

The weighted average cost of debt is 2.26% per annum at the time of writing and we are set to benefit from a continuation of a low interest rate environment.

Dividend

The Board recommends that no final dividend is declared in respect of the year ended 30 September 2016 due to the loss which arose in the year. Your Board will continue to review the dividend payments annually. More information on the Group's dividend policy can be found within the Strategic Report.

Share Buy Back

During the year, the Group acquired 5,299,819 ordinary shares representing 6.4% of its ordinary share capital, at an average a price of 167.4p per share. This cost GBP8.9m and, as a result of the buy backs, net asset value per share has been enhanced by 2.5 pence per share. Following the year end, and the cancellation of the share premium account on 31 August 2016, the Group has acquired a further 5,070,000 ordinary shares representing 6.1% of its ordinary share capital at an average price of 155.4p per share. This cost GBP7.9 million and has enhanced net asset value per share by 2.9 pence per share. The Group will seek to renew the buy back authority at the forthcoming AGM because we consider it to be a useful capital management tool.

Outlook

Despite the current political and economic uncertainties, our investment property portfolio has performed well and we expect this to continue in the short to medium term. At the same time, we are pushing the development projects forward and we anticipate that construction work will begin at a number of the sites this year in addition to the ongoing works at Cross Hands. We see the development pipeline as the main driver of shareholder growth in the medium term and this will be a major focus for the Group in the coming years.

The refinancings, which have completed during the calendar year, mean that we are well funded for the medium term and the significant cash balances we hold will enable us to move quickly should worthwhile opportunities arise.

   N J Hamway                                                                         R T E Ware 

Chairman Chief Executive

Strategic Report

The Group's Strategic Report provides a review of the business for the financial year; discusses the Group's financial position at the year end and explains the principal risks and uncertainties facing the business and how we manage those risks. We also outline the Group's business model and strategy.

Strategy and Business Model

Conygar is an AIM quoted property investment and development group dealing primarily in UK property. Our aim is to invest in property assets and companies where we can add significant value using our property management, development and transaction structuring skills.

The business operates two major strands being the property investment side and the development project side. The investment property portfolio generates surplus cash flow while at the same time we are creating a pipeline of development projects that are well positioned to deliver good returns in the medium term. We continue to focus upon positive cash flow and to use modest levels of gearing to enhance returns. Assets are recycled to release capital as opportunities present themselves and we will continue to buy back shares where appropriate. The Group is content to hold cash and adopt a patient strategy unless there is a compelling reason to invest.

Position of the Company at the year end

Despite the write down of the investment at Pembroke Dock in the year, the Group is in a strong position at the year end with significant underlying earnings, positive cash flow and investment property values that have increased by 3.5% during the year, excluding our asset in Aberdeen. The development pipeline is progressing and construction is about to start at several more locations this year. The balance sheet remains strong with cash of GBP63.7 million and total debt of GBP90.9 million, giving net gearing of 17.9%. The Group has adequate resources to maintain and develop its business and the balance sheet remains both liquid and robust.

Events since the balance sheet date

There were no significant events since the balance sheet date apart from the refinancing with HSBC and the share buy backs, both of which are referred to in the Chairman's and Chief Executive's Statement, and the option agreements completed with Horizon Nuclear Power at Rhosgoch and Parc Cybi.

Summary of Group Net Assets

The Group net assets as at 30 September 2016 may be summarised as follows:

 
                                   Per Share 
                           GBP'm           p 
 Investment Properties     130.7       169.2 
 Investment Properties 
  Under Construction         9.5        12.3 
 Development Projects       40.7        52.8 
 Cash                       63.7        82.5 
 Other Net Liabilities     (2.7)       (3.5) 
                         -------  ---------- 
                           241.9       313.3 
 Bank Loans               (55.5)      (71.9) 
 ZDP Liability            (34.4)      (44.5) 
                           152.0       196.9 
                         =======  ========== 
 

Investment properties

Summary of portfolio

 
                                         2016        2015 
 Valuation at 30 September           GBP130.7    GBP133.2 
                                      million     million 
 Number of properties                      32          36 
 Contracted rent (pa)                  GBP9.7      GBP9.8 
                                      million     million 
 Current ERV (pa)                     GBP11.6     GBP11.9 
                                      million     million 
 Net initial yield                       6.2%       7.16% 
 Equivalent yield                       8.02%       8.02% 
 Reversionary yield                     8.39%       8.35% 
 ERV of vacant units (pa)              GBP2.0      GBP1.7 
                                      million     million 
 Vacancy rate                           17.1%       14.1% 
 Average unexpired lease lengths    5.8 years   4.8 years 
 
 

Asset management

At 30 September 2016, the contracted rent for the investment property portfolio was GBP9.7 million with an ERV of GBP11.6 million. The overall vacancy rate in the portfolio is currently 17.1% which is a rise from 14.1% last year. This increase is due to a number of refurbishments that have taken place during the year. If we exclude our assets at Farnborough and the Links, Warrington, both of which have recently been refurbished, and our asset at Mochdre, the vacancy rate falls to 6.9%. The average unexpired lease length is 5.8 years compared to 4.8 years at 30 September 2015. This is positive and a reflection of the new leases being signed across the portfolio.

In spite of the market slowdown and continuing uncertainty caused to the UK property market by the EU referendum, there has been good progress on a variety of asset management initiatives across the portfolio. Outside the central London office market and parts of Scotland, occupier confidence seems to have held firm and rental values are looking buoyant across the regional market.

During the summer of 2016, we completed the refurbishment of Brennan House in Farnborough where approximately GBP2.5 million was spent to create a very high quality product. We also refurbished two properties at the Links, Warrington for a cost of GBP1 million. These properties together make up a large proportion of the vacant space and so we hope to substantially reduce the vacancy rate over the coming year. We currently have serious interest at Farnborough reflecting a higher rental level than our original appraisals and hope to have some positive news soon.

At Mochdre Commerce Park, Colwyn Bay, we have signed a lease with the council for a 35 year term on 60,000 square feet in addition to 3.2 acres of open storage land. We have also signed a 20 year lease on another circa 35,000 square feet to a biotech company. The new rental income for these two leases is GBP395,000 per annum. We are in discussions with a number of parties about the remaining space which represents the other large portion of the vacancy rate.

We continue to maintain good contact with our tenants and work hard to minimise irrecoverable costs and voids. At Ashby de la Zouch we have agreed a new ten year lease with GE at an improved rent and have agreed terms with Marks and Spencer for a "Food Hall" of circa 11,000 square feet. The planning application for this development has been submitted and we hope to be on site early next year.

We have agreed a number of other lease extensions this year, including one at Warrington with Hewlett Packard, where we have agreed a new five-year lease at a higher rent. There have also been renewals at a number of other

locations such as Dundee, Stratford-upon-Avon and Bletchley. A large portion of our vacancy rate is explained by newly refurbished space and we will be working hard both to reduce that figure and boost the contracted rent over the coming year.

Disposals

The Group disposed of four properties during the year, at Horsham, Hinckley, Runcorn and Brighouse for a total consideration of GBP7.0 million. We will continue to dispose of assets where we feel we can add no further value or if there is a compelling reason to do so.

Valuation

The investment property portfolio has been independently valued by Jones Lang LaSalle at GBP130.7 million as at 30 September 2016. There was a substantial fall in value at Aberdeen, which has suffered badly from a decrease in oil prices. We had previously disposed of the other two units at a surplus of GBP1.24 million to the 2013 valuation and will continue to mitigate the risks to the asset as best as we can.

Despite the decline at Aberdeen, the investment property portfolio increased in value reflecting asset management initiatives which have both protected and increased rental income. Assets such as ours continue to require active management to protect value and it is pleasing to see this work rewarded through valuation increases despite the wider market uncertainty.

Capital Expenditure

We incurred GBP3.7 million of capital expenditure during the year, which was fully financed from our existing cash resources. There will always be a level of refurbishment work required throughout a portfolio of this nature, though as at 30 September 2016, the Group had no contractual related capital expenditure commitments in excess of GBP1,000,000.

Development Projects and Investment Properties Under Construction

Progress has been made on most of our development projects since we last reported.

Haverfordwest

The substantial infrastructure works to service the 729 residential units and the 9.6 acre retail site were completed on budget at a cost of GBP3.7m. Two planning applications were submitted simultaneously in June 2016 for 100,000 square feet of retail units, a hotel, a 5 screen cinema and 602 car parking spaces. The applications are currently with Pembrokeshire County Council and we look towards an early determination of the plans in the New Year. We are also in advanced negotiations with a housebuilder for the first phase of the residential development, which we are looking to bring forward next year.

Cross Hands

In April 2016, we submitted a detailed planning application for a 106,000 square foot retail development in Cross Hands, South West Wales. Planning permission was achieved in September and we have appointed a contractor to deliver the first phase of the scheme, who has commenced works. Running in parallel, we are progressing legal agreements with a number of national retailers and will have completed the first phase of the development by October 2017.

Fishguard Harbour

The detailed planning (First Reserved Matters) and marine licence applications, necessary to facilitate the development platform, marina basin and port expansion area, were submitted in January this year. In November 2016, the Phasing Plan for the marina and residential development was approved by Pembrokeshire County Council's planning committee and we envisage that the First Reserved Matters application will be considered early in the New Year. In terms of the marine licence, all the necessary information has been provided to Natural Resources Wales and we are awaiting release of the formal consent.

Working in association with Stena Line, we have prepared a draft Harbour Revision Order and this should be submitted to the Marine Management Organisation early in the New Year. Once this order has been processed and formalised, we will have successfully negotiated all of the statutory consenting processes necessary to commence construction of the project. Once the enabling infrastructure works are underway, we will be turning our attention to the detailed design and subsequent Reserved Matters applications for all the residential development and buildings relating to the operation of the commercial marina.

Pembroke Dock

We have sadly decided to withdraw from this project and write off our total investment of GBP4.8 million. Having commissioned a detailed feasibility study, the results unfortunately concluded that the cost of constructing the marina would be considerably greater than our first investigation showed (mainly due to the seabed analysis and the resulting lock structure and outer wall that is now needed). Our initial estimates were for the marina to cost GBP8 million, and unfortunately that figure has now risen to over GBP17 million, which means that it is not viable.

The land based element at Pembroke Dock had been progressed in tandem and that is viable. We have attracted a number of substantial retailers to the site and the scheme would improve the environment and create considerable employment. However, our contract with the client group, which consists of Pembrokeshire County Council, Milford Haven Port Authority, the Crown Estate and the Welsh Assembly Government, is dependent on the marina being built by 2022. We have met the Council in an attempt to separate the land development from the marina and disappointingly, they have refused to agree to this. Hence our decision to write off our total investment.

Holyhead Waterfront

Earlier this year, Ynys Mon County Council (YMCC) decided to hold a public inquiry to consider the Town & Village Green Application received on behalf of the Waterfront Action Group. This was held in October 2016 and the Inspector was tasked with producing his report by the end of November 2016. YMCC will take the Inspector's report to its planning committee with a view to accepting or rejecting the recommendations contained therein. We are confident that the Inspector will recommend that the Registration Authority (YMCC) reject the application, which presently stands as an impediment to the implementation of the Waterfront project. Discussions are ongoing with various parties some of whom are involved in the Wylfa Newydd project, in respect of providing both residential accommodation and the use of our marine facilities at Soldiers Point.

Parc Cybi Business Park, Holyhead

We have agreed, subject to planning, with a national operator, to construct an 80 bedroom hotel on our 3 acre gateway plot. We hope to progress this new project over the coming year. The truckstop, a joint venture with Fred Done, the founder and owner of Betfred, has improved trading month on month and is now averaging over 140 trucks, 3 evenings per week.

We have signed an option agreement with Horizon Nuclear Power (HNP) whereby they can instruct us to construct a logistics centre on a 6.9 acre site for their use in facilitating the new Wylfa B Nuclear power station. The option runs until December 2022.

Rhosgoch

We have also signed an option agreement with HNP over our entire 203 acre site running until December 2022. Rhosgoch is one of several sites that HNP are considering as a location for housing the temporary construction workers.

Llandudno Junction

In May 2016, Conwy County Borough Council approved our outline planning application for 90,000 sq ft of retail floor space. Working in partnership with the Council, we are now marketing the property with a view to optimising this excellent retail opportunity. Again, we are confident that this project will come forward over the coming year.

King's Lynn, Norfolk

This is a six acre residential development site with planning permission for 94 dwellings near to King's Lynn, Norfolk. We have exchanged contracts to sell the site, subject to planning, at book value.

Summary of Development Projects

The expenditure in the year on our development land bank amounted to GBP1.37 million which was offset by a GBP2.35 million reimbursement of retention funds from Pembrokeshire County Council following completion of the infrastructure works at Haverfordwest. Our total investment to date, after writing off the costs incurred on Pembroke Dock as explained in the Chairman's and Chief Executive's statement, is now GBP40.82 million (analysed below) or 52.8p per share. We will continue to progress these projects in a risk-averse manner and to avoid any speculative development. In spite of Pembroke Dock, we have had good successes in securing planning consents and several of the projects are beginning to advance.

It is our intention to deliver schemes comprising circa 1,300 homes (of which 579 are waterside), 846 marina berths and in excess of 400,000 square feet of commercial and retail development.

As previously stated, it is our intention once the individual projects are significantly advanced to introduce third party valuations as soon as it is practical to do so. We remain confident that there is significant upside in these projects which will become evident over the medium term.

 
                          2016    2015 
                         GBP'm   GBP'm 
 Haverfordwest           22.18   23.91 
 Holyhead Waterfront     10.31   10.19 
 Parc Cybi, Holyhead      4.79    4.59 
 Fishguard Waterfront     1.52    1.36 
 Fishguard Lorry 
  Stop                    0.54    0.54 
 King's Lynn              0.87    0.85 
 Llandudno Junction       0.61    0.43 
 Other                       -    0.07 
 Pembroke Dock 
  Waterfront                 -    4.68 
 Total investment 
  to date                40.82   46.62 
                        ======  ====== 
 

Financial review

Net Asset Value

The net asset value at the year end was GBP152.0 million (2015: GBP167.8 million). The primary movements were GBP4.9 million net rental income plus a GBP1.0 million increase in the value of the investment properties offset by GBP6.6 million of finance and administrative costs, GBP4.8 million to write off Pembroke Dock development costs, and GBP8.9 million spent on purchasing our own shares. Excluding the amounts incurred purchasing Conygar shares and paying dividends, net asset value decreased by 3.3% in the year.

On an EPRA basis, the net asset value is:

 
                            2016     2015     2014     2013     2012 
                           GBP'm    GBP'm    GBP'm    GBP'm    GBP'm 
 Net asset value           152.0    167.8    169.4    155.1    154.0 
 Share options               4.1      4.1      8.1        -        - 
                         -------  -------  -------  -------  ------- 
 Diluted net asset 
  value                    156.1    171.9    177.5    155.1    154.0 
 Fair value of hedging 
  instruments                  -        -    (0.4)      0.2      0.9 
                         -------  -------  -------  -------  ------- 
 EPRA net asset value      156.1    177.9    177.1    155.3    154.9 
                         =======  =======  =======  =======  ======= 
 
 EPRA NAV per share       196.9p   203.2p   195.9p   174.9p   166.9p 
                         =======  =======  =======  =======  ======= 
 Basic NAV per share      196.9p   203.3p   197.5p   174.6p   165.9p 
                         =======  =======  =======  =======  ======= 
 Diluted NAV per share    196.9p   203.3p   196.3p   174.6p   165.9p 
                         =======  =======  =======  =======  ======= 
 
 

The EPRA net asset value is calculated on a fully diluted basis and excludes the impact of hedging instruments as these are held for long term benefit and not expected to crystallise at the balance sheet date.

The NNNAV or "triple net asset value" is the net asset value taking into account asset revaluations, the mark to market costs of debt and hedging instruments and any associated tax effect. Our investment properties are carried on our balance sheet at independent valuation. Our development and trading assets are carried at the lower of cost and net realisable value. We have not sought to value these assets as, in our opinion, they are at too early a stage in their development to provide a meaningful figure, so cost is equated to fair value for these purposes. On this basis, there is no material difference between our stated net asset value and NNNAV.

Revaluation

The Group's investment properties were independently valued by Jones Lang LaSalle as at 30 September 2016. In their opinion, the open market value of the investment property portfolio was GBP130.7 million. The total portfolio increased in value by GBP1.0m over the year on a like for like basis.

Cash flow

The Group generated GBP2.5 million cash from operating activities (2015: used GBP12.9 million).

The primary cash inflows in the year were GBP6.8 million from the sale of investment properties and GBP47.1 million (net of costs) from the new Lloyds debt. These were partly offset by cash outflows of GBP9.8 million to acquire and refurbish investment properties, GBP29.8 million to repay RBS debt and GBP8.9 million to buy back shares, resulting in a net cash inflow of GBP6.3 million during the year.

Net Income From Property Activities

 
                                   2016     2015 
                                  GBP'm    GBP'm 
 Rental income                      9.4     11.4 
 Direct property costs            (2.9)    (2.9) 
                                 ------  ------- 
 Rental surplus                     6.5      8.5 
                                 ------  ------- 
 Sale of investment properties      7.0     31.3 
 Cost of investment properties 
  sold                            (7.3)   (28.9) 
                                 ------  ------- 
 (Loss)/gain on sale of 
  investment properties           (0.3)      2.4 
                                 ------  ------- 
 Total net income arising 
  from property activities          6.2     10.9 
                                 ======  ======= 
 
 

Administrative Expenses

The administrative expenses for the year ended 30 September 2016 were GBP2.4 million compared with GBP1.5 million the previous year. The primary reason for this increase is the reversal in the prior year of 20% of the 2014 profit share which the remuneration committee decided would not be paid and therefore administrative expenses were credited with GBP1.75m.

Financing

At 30 September 2016, the Group had cash of GBP63.7 million. The bank debt at 30 September 2016 was GBP56.4 million and the zero dividend preference shares liability is GBP34.4 million. The gearing is 17.9% and loan to value is 20.8% including cash.

The interest rate risk on the facility continues to be managed by way of interest rate caps and the fair value of these derivative financial instruments is provided for in full on the balance sheet. The weighted average cost of all debt including margin is 2.4% and as at 30 September 2016, 66% (2015: 100%) of the Group's bank borrowings were hedged.

The finance costs for the year amounted to GBP4.1 million (2015: GBP4.4 million), primarily consisting of GBP1.6 million bank loan interest (2015: GBP2.0 million) and interest payable on the zero dividend preference shares of GBP1.8 million (2015: GBP1.7 million). Finance income amounted to GBP0.3 million (2015: GBP0.2 million) reflecting the low returns on short term cash deposits. As a matter of policy, the Group retains instant access to all cash deposits so it is readily available for use in the business.

As at 30 September 2016, TAPP Property Limited, TOPP Property Limited, TOPP Bletchley Limited, Lamont Property Acquisition (Jersey) I Limited, Lamont Property Acquisition (Jersey) II Limited and Lamont Property Acquisition (Jersey) IV Limited ("the borrowers") jointly maintained a facility with Lloyds Bank, Jersey of GBP48,100,000 (2015: GBPnil) under which GBP48,100,000 (2015: GBPnil) had been drawn down. This facility is repayable on or before 27 April 2021 and is secured by fixed and floating charges over the assets of the borrowers. The facility is subject to a maximum loan to value covenant of 65%, a historical interest cover ratio covenant of 200% and a historical debt service cover ratio of 110%.

On 28 April 2016, TAPP Property and TOPP Property repaid the outstanding balances of their facilities with the Royal Bank of Scotland PLC of GBP25,931,000 (2015: GBP29,816,000).

As at 30 September 2016, Conygar Dundee Limited, Conygar Hanover Street Limited, Conygar Stafford Limited and Conygar St Helens Limited jointly maintained a facility with Barclays Bank PLC of up to GBP8,335,000 (2015: GBP8,335,000) of which GBP8,335,000 (2015: GBP8,335,000) had been drawn down. This facility was repayable on or before 21 November 2016 and was secured by fixed and floating charges over the assets of Conygar Dundee Limited, Conygar Hanover Street Limited, Conygar Stafford Limited and Conygar St Helens Limited. The facility was subject to a maximum loan to value covenant of 52% (2015: 52%) and an interest cover ratio covenant of 225%. As set out in the Chairman's and Chief Executive's statement, the loan was repaid in full on 26 October 2016.

Taxation

The tax charge for the year is GBP0.7 million on the pre-tax loss of GBP4.7 million. Tax is payable at the full UK corporation tax rate of 20.0% on net rental income after deduction of finance costs and administrative expenses. Deferred taxation has been recognised in the year in respect of the increase in value of the investment properties held by subsidiaries registered in the United Kingdom and this amounts to GBP1.9 million.

Capital management

Capital Risk Management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

While the Group does not have a formally approved gearing ratio, the objective above is actively managed through the direct linkage of borrowings to specific property. The Group seeks to ensure that secured borrowing stays within agreed covenants with external lenders.

Treasury Policies

The objective of the Group's treasury policies is to manage the Group's financial risk, secure cost effective funding for the Group's operations and to minimise the adverse effects of fluctuations in the financial markets on the value of the Group's financial assets and liabilities, on reported profitability and on the cash flows of the Group.

The Group finances its activities with a combination of bank loans (GBP56.4 million), cash and short term deposits (GBP63.7 million). Other financial assets and liabilities, such as trade receivables and trade payables, arise directly from the Group's operations. The Group may also enter into derivative transactions to manage the interest rate risk arising from the Group's operations and its sources of finance. Derivative instruments may be used to change the economic characteristics of financial instruments in accordance with the Group's treasury policies. Interest

rate caps amount to an economic hedge of between GBP36.1 million and GBP37.0 million (2015: GBP55.6 million) of the total loan drawdowns of GBP56.4 million (2015: GBP38.2 million) for cashflows to 27 April 2021, but no hedge accounting is used.

The management of cash and similar instruments is monitored weekly with summary cash statements produced on a fortnightly basis and discussed regularly in management and Board meetings. The overall aim is to provide sufficient liquidity to meet the requirements of the business in terms of funding developments and potential acquisitions. Surplus funds are invested with a broad range of institutions with a range of maturities up to a maximum of 180 days. At any point in time, at least half of the Group's cash is held on instant access or short term deposit of less than 30 days.

Dividend policy

The Board recommends that no dividend is paid in respect of the year ended 30 September 2016.

Our dividend policy is consistent with the overall strategy of the business: namely to invest in property assets and companies where we can add significant value using our property management, development and transaction structuring skills.

Over the past seven years we have used the surplus cash flow from the investment property portfolio to enhance these properties by refurbishment, re-letting and extending tenancies, fund the operation of the business, create a medium term pipeline of development opportunities, pay a modest dividend and buy back shares where appropriate.

Given that the Group has not made a profit for the year ended 30 September 2016, the Board recommends that no dividend should be declared for this period. The Board will continue to review our dividend policy each year. Our focus is, and will continue to be, primarily growth in net asset value per share.

Share buy backs

During the year, the Group acquired 5,299,819 ordinary shares at an average price of 167.4p which represents 6.4% of its ordinary share capital. This cost GBP8.9 million and net asset value per share has been enhanced by approximately 2.5 pence per share. The Group will seek to renew the buy back authority at the forthcoming AGM and will continue to utilise it as and when it makes sense to do so.

Principal risks and uncertainties

Managing risk is an integral element of the Group's management activities and a considerable amount of time is spent assessing and managing risks to the business. Responsibility for risk management rests with the Board, with external advisers used where necessary.

Strategic risks

Strategic risks are risks arising from an inappropriate strategy or through flawed execution of a strategy. By definition, strategies tend to be longer term than most other risks and, as has been amply demonstrated in the last few years, the economic and wider environment can alter quickly and significantly. Strategic risks identified include global or national events, regulatory and legal changes, market or sector changes and key staff retention.

The Board devotes a considerable amount of time and resource to continually monitoring and discussing the environment in which we operate and the potential impacts upon the Group. We are confident we have sufficiently high calibre directors and managers to manage strategic risks.

We are content that the Group has the right approach toward strategy and our financial performance, strong balance sheet and the expansion of the business during a difficult economic period are good evidence of that.

Operational risks

Operational risks are essentially those risks that might arise from inadequate internal systems, processes, resources or incorrect decision making. Clearly, it is not possible to eliminate operational risk, however a considerable amount of time and resource is applied towards ensuring we have the right calibre of staff and external support to minimise such risks, as most operational risks arise from people-related issues. We have also invested in improved IT systems to support the business and protect data. Our executive directors are very closely involved in the day-to-day running of the business to ensure sound management judgement is applied.

The Group has not suffered any material loss from operational risks during the year.

Market risks

Market risks primarily arise from the possibility that the Group is exposed to fluctuations in the values of, or income from, its investment property portfolio and development land bank. This is a key risk to the principal activities of the Group and the exposures are continuously monitored through timely financial and management reporting and analysis of available market intelligence.

Where necessary, management takes appropriate action to mitigate any adverse impact arising from identified risks and market risks continue to be monitored closely.

Estimation and judgement risks

To be able to prepare accounts according to generally accepted accounting principles, management must make estimates and assumptions that affect the asset and liability items and revenue and expense amounts recorded in the accounts. These estimates are based on historical experience and various other assumptions that management and the board of directors believe are reasonable under the circumstances. The results of these considerations form the basis for making judgements about the carrying value of assets and liabilities that are not readily available from other sources.

The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are the following:

Properties held for Development

The net realisable value of properties held for development requires an assessment of fair value of the underlying assets using property appraisal techniques and other valuation methods. Such estimates are inherently subjective and actual values can only be determined in a sales transaction.

Investment in Joint Ventures

The net realisable value of properties held for development within the joint ventures requires an assessment of fair value of the underlying assets using property appraisal techniques and other valuation methods. Such estimates are inherently subjective and in particular, during the early stages of the development process.

Properties held for Investment

The fair value of properties held for investment is based upon open market value and is calculated using a third party valuation provided by an external valuer.

Interest Rate Risk

The Group is exposed to market risk primarily related to interest rates. These exposures are actively monitored as set out below.

Financial Liabilities

The Group's policy is to manage the cost of borrowing using variable rate debt. Whilst floating rate borrowings are not exposed to changes in fair value, the Group is exposed to cash flow risk as costs increase if market rates rise. The Group's policy is to use derivative financial instruments to mitigate at least 50% of this risk in order to achieve a sensible and appropriate level of interest rate protection whilst maintaining flexibility to match the commercial trading strategy.

In January 2014, the Group issued 30 million zero dividend preference shares (ZDP Shares) raising GBP29.3 million after costs. Accounted for as a debt instrument, the ZDP Shares have a gross annual redemption yield of 5.5% payable on the fifth anniversary and are listed on the main market of the London Stock Exchange.

At 30 September 2016, after taking into account interest rate swaps, 66% (2015: 100%) of the Group's bank borrowings were at a fixed rate of interest.

The interest rate profile of the Group bank borrowings at 30 September 2016 was as follows:

 
                           Interest                           30 Sep        30 Sep 
                            Rate             Maturity     16 GBP'000    15 GBP'000 
 Lloyds Bank, Jersey(1)    BOE base        2-5 years          48,100             - 
                            + 1.9% 
                           LIBOR +         Less than 
 Barclays(2)                3.5%            1 year             8,335         8,335 
 Royal Bank of Scotland 
  (TAPP)(3)                LIBOR +3%       n/a                     -        20,174 
 Royal Bank of Scotland 
  (TOPP)(3)                LIBOR +3.5%     n/a                     -         9,642 
                                                              56,435        38,151 
                                                        ============  ============ 
 
 
 

(1) Senior bank facility repayable 27 April 2021.

(2) Senior bank facility repaid 26 October 2016.

(3) Senior bank facilities repaid 28 April 2016.

Financial Assets

The interest rate profile of the Group's cash and derivatives at the balance sheet date was as follows:

 
                 30 Sep   30 Sep 
                     16       15 
                GBP'000  GBP'000 
Fixed rate            -        - 
Floating rate    63,662   57,386 
                 63,662   57,386 
                =======  ======= 
 

Floating rate financial assets comprise cash and short term deposits at call and money market rates for up to thirty days and institutional cash funds.

Credit Risk

The risk of financial loss due to a counterparty's failure to honour its obligations arises principally in connection with property leases, the investment of surplus cash and transactions where the Group sells properties with an element of deferred consideration.

Tenant rent payments are monitored regularly and appropriate action is taken to recover monies owed or if necessary, to terminate the lease. Deferred consideration terms are only agreed with counterparties approved by the Board or where some additional security is available, and there were none as at 30 September 2016 (2015: none).

The Group policy has been to invest funds and enter into derivative transactions with a broad range of institutions having investment grade low risk credit ratings and a strong or superior ability to repay short term debt obligations. The unprecedented credit and banking market disruption of the last few years has had a significant impact upon the ability to rely upon either credit ratings or the ability of financial institutions to honour their commitments and the widespread nature of the financial crisis has introduced considerable uncertainty into the process. As at 30 September 2016, the Group had a single balance of GBP67,000 (2015: GBP74,000) where the counter-party had failed to honour a notice deposit and a full impairment provision has been recorded against the balance. There are no other receivables which are past due but not impaired.

Liquidity Risk

The Group's objective is to maintain a balance between continuity of funding and flexibility through the use of bank loans secured on the Group's properties. The Group is exposed to liquidity risk should it encounter difficulties in realising assets mainly through the sale of investment properties. However, the Group maintains a prudent approach to financing and cashflow such that the adverse impact of this can be mitigated.

Price Risk

The Group's exposure to changing market prices on the value of financial instruments may have an impact on the carrying value of financial instruments and would arise principally as a result of entering into swaps or similar transactions to fix interest rates on the Group's borrowings. The Group's policies for managing this risk are to control the levels of fixed rate debt as set out under interest rate risk above. As the Group's assets and liabilities are all denominated in Pounds Sterling, there is currently no exposure to currency risk.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 30 September 2016

 
                                                                                    Note        Year   Year Ended 
                                                                                               Ended       30 Sep 
                                                                                              30 Sep           15 
                                                                                                  16      GBP'000 
                                                                                             GBP'000 
 
 Rental income                                                                                 9,222       10,957 
 Other property income                                                                           213          484 
 Sale of trading investments                                                                       -          300 
                                                                                           ---------  ----------- 
 Revenue                                                                                       9,435       11,741 
                                                                                           ---------  ----------- 
 
 Direct costs of: 
 Rental income                                                                                 2,909        2,932 
 Development costs written off                                                                 1,581            - 
 Sale of trading investments                                                                       -          211 
 Direct Costs                                                                                  4,490        3,143 
                                                                                           ---------  ----------- 
 
 Gross Profit                                                                                  4,945        8,598 
 
 Share of results of joint ventures 
  14                                                                                             (3)         (19) 
 (Loss)/profit on sale of investment 
  properties 12                                                                                (308)        2,436 
 Surplus on revaluation of investment 
  properties 12                                                                                  992        2,742 
 Loss on impairment of goodwill 16                                                           (3,173)            - 
 Other gains and losses 6                                                                      (880)        (309) 
 Administrative expenses                                                                     (2,440)      (1,541) 
                                                                                           ---------  ----------- 
 
 Operating (Loss)/Profit 3                                                                     (867)       11,907 
 Finance costs 7                                                                             (4,135)      (4,379) 
 Finance income 7                                                                                259          226 
                                                                                           ---------  ----------- 
 
 (Loss)/Profit Before Taxation                                                               (4,743)        7,754 
 Taxation 8                                                                                    (706)      (1,316) 
                                                                                           ---------  ----------- 
 
 (Loss)/Profit And Total Comprehensive 
  (Charge)/Income for the Year                                                               (5,449)        6,438 
                                                                                           ---------  ----------- 
 
 Attributable to: 
 - equity shareholders                                                                       (5,449)        6,438 
 - minority shareholders                                                                           -            - 
                                                                                           ---------  ----------- 
                                                                                             (5,449)        6,438 
                                                                                           =========  =========== 
 
 Basic (loss)/earnings per share 
  10                                                                                         (6.90)p        7.72p 
 Diluted (loss)/earnings per share 
  10                                                                                         (6.90)p        7.72p 
 
 
 

All of the activities of the Group are classed as continuing.

CONSOLIDATED Statement of Changes in Equity

for the year ended 30 September 2016

Attributable to the equity holders of the Company

 
                                                Capital                                       Non-Controlling 
                       Share         Share   Redemption    Treasury    Retained                     Interests       Total 
                     Capital       Premium      Reserve      Shares    Earnings       Total                        Equity 
                     GBP'000       GBP'000      GBP'000     GBP'000     GBP'000     GBP'000           GBP'000     GBP'000 
 Group 
 
 Changes 
  in equity 
  for the 
  year ended 
  30 September 
  2015 
 At 1 October 
  2014                 4,932       124,128        1,568    (15,384)      54,185     169,429                20     169,449 
 
   Profit for 
   the year                -             -            -           -       6,438       6,438                 -       6,438 
                   ---------  ------------  -----------  ----------  ----------  ----------  ----------------  ---------- 
 
 Total 
  comprehensive 
  income for 
  the year                 -             -            -           -       6,438       6,438                 -       6,438 
 Issue of 
  share capital           53         1,243            -           -           -       1,296                 -       1,296 
 Dividend 
  paid                     -             -            -           -     (1,450)     (1,450)                 -     (1,450) 
 Purchase 
  of own shares            -             -            -     (7,937)           -     (7,937)                 -     (7,937) 
                   ---------  ------------  -----------  ----------  ----------  ----------  ----------------  ---------- 
 At 30 September 
  2015                 4,985       125,371        1,568    (23,321)      59,173     167,776                20     167,796 
                   ---------  ------------  -----------  ----------  ----------  ----------  ----------------  ---------- 
 
 Changes 
  in equity 
  for the 
  year ended 
  30 September 
  2016 
 At 1 October 
  2015                 4,985       125,371        1,568    (23,321)      59,173     167,776                20     167,796 
 
 Loss for 
  the year                 -             -            -           -     (5,449)     (5,449)                 -     (5,449) 
                   ---------  ------------  -----------  ----------  ----------  ----------  ----------------  ---------- 
 
 Total 
  comprehensive 
  (charge)/income 
  for the 
  year                     -             -            -           -     (5,449)     (5,449)                 -     (5,449) 
 Cancellation 
  of share 
  premium 
  account                  -     (125,371)            -           -     125,371           -                 -           - 
 Dividend 
  paid                     -             -            -           -     (1,415)     (1,415)                 -     (1,415) 
 Purchase 
  of own shares            -             -            -     (8,873)           -     (8,873)                 -     (8,873) 
 Purchase 
  of 
  non-controlling 
  interest                                                                                               (20)        (20) 
                   ---------  ------------  -----------  ----------  ----------  ----------  ----------------  ---------- 
 At 30 September 
  2016                 4,985             -        1,568    (32,194)     177,680     152,039                 -     152,039 
                   =========  ============  ===========  ==========  ==========  ==========  ================  ========== 
 

CONSOLIDATED BALANCE SHEET

at 30 September 2016

 
                                       Note          30 Sep     30 Sep 
                                               2016 GBP'000       2015 
                                                               GBP'000 
 Non-Current Assets 
 Property, plant and equipment           11              21         28 
 Investment properties                   12         130,680    133,190 
 Investment properties under 
  construction                           13           9,476      3,156 
 Investment in joint ventures            14          10,110      6,660 
 Loan to joint venture                   14               -      3,410 
 Goodwill                                16               -      3,173 
                                                    150,287    149,617 
                                             --------------  --------- 
 Current Assets 
 Development and trading properties      17          30,739     33,373 
 Trade and other receivables             18           3,675      4,969 
 Derivatives                             27              44         37 
 Cash and cash equivalents                           63,662     57,386 
                                             --------------  --------- 
                                                     98,120     95,765 
                                             --------------  --------- 
 Total Assets                                       248,407    245,382 
 
 Current Liabilities 
 Trade and other payables                19           4,263      5,370 
 Bank loans                              20           8,335     17,768 
 Tax liabilities                                        243      2,254 
                                                     12,841     25,392 
                                             --------------  --------- 
 Non-Current Liabilities 
 Bank loans                              20          47,210     19,723 
 Zero dividend preference 
  shares                                 21          34,415     32,471 
 Deferred tax                                         1,902          - 
                                                     83,527     52,194 
                                             --------------  --------- 
 Total Liabilities                                   96,368     77,586 
                                             --------------  --------- 
 Net Assets                                         152,039    167,796 
                                             ==============  ========= 
 
 Equity 
 Called up share capital                 22           4,985      4,985 
 Share premium account                                    -    125,371 
 Capital redemption reserve                           1,568      1,568 
 Treasury shares                         23        (32,194)   (23,321) 
 Retained earnings                                  177,680     59,173 
                                             --------------  --------- 
 
 Equity Attributable to Equity 
  Holders                                           152,039    167,776 
 Non-controlling interests                                -         20 
 Total Equity                                       152,039    167,796 
                                             ==============  ========= 
 
 

CONSOLIDATED CASH FLOW STATEMENT

for the year ended 30 September 2016

 
                                            Year Ended   Year Ended 
                                                30 Sep       30 Sep 
                                            16 GBP'000           15 
                                                            GBP'000 
 Cash Flows From Operating Activities 
 Operating (loss)/profit                         (867)       11,907 
 Depreciation and amortisation                      21           34 
 Amortisation of reverse lease premium             104          180 
 Share of results of joint ventures                  3           19 
 Other gains and losses                             17          340 
 Loss/(gain) on sale of investment 
  properties                                       308      (2,436) 
 Revaluation of investment properties            (992)      (2,742) 
 Loss on impairment of goodwill                  3,173            - 
 Development costs written off                   1,581            - 
 
 Cash Flows From Operations Before 
  Changes In Working Capital                     3,348        7,302 
 Change in trade and other receivables           1,294      (1,191) 
 Change in land, development and 
  trading properties                               267      (7,102) 
 Change in trade and other payables              (320)      (9,248) 
                                          ------------  ----------- 
 
 Cash Flows From Operations                      4,589     (10,239) 
 Finance costs                                 (1,450)      (2,020) 
 Finance income                                    167          207 
 Tax paid                                        (815)        (859) 
                                          ------------  ----------- 
 Cash Flows Generated From/(Used 
  In) Operating Activities                       2,491     (12,911) 
                                          ------------  ----------- 
 
 Cash Flows From Investing Activities 
 Acquisition of and additions to 
  investment properties                        (9,759)      (3,979) 
 Sale proceeds of investment properties          6,842       30,971 
 Investment in joint ventures                    (215)        (573) 
 Loans repaid by/(advanced to) joint 
  venture                                          175      (1,206) 
 Purchase of plant and equipment                  (14)            - 
                                          ------------  ----------- 
 Cash Flows (Used In)/Generated From 
  Investing Activities                         (2,971)       25,213 
                                          ------------  ----------- 
 
 Cash Flows From Financing Activities 
 Bank loans drawn down                          48,100            - 
 Bank loans repaid                            (29,816)     (17,578) 
 Costs paid on new bank loan                     (971)            - 
 Purchase of interest rate cap                   (269)            - 
 Dividend paid                                 (1,415)      (1,450) 
 Purchase of own shares                        (8,873)      (7,937) 
 Issue of shares                                     -        1,296 
 Cash Flows Generated From/(Used 
  In) Financing Activities                       6,756     (25,669) 
                                          ------------  ----------- 
 
 Net increase/(decrease) in cash 
  and cash equivalents                           6,276     (13,367) 
 Cash and cash equivalents at 1 October         57,386       70,753 
 Cash and Cash Equivalents at 30 
  September                                     63,662       57,386 
                                          ------------  ----------- 
 

NOTES TO THE ACCOUNTS

For the year ended 30 September 2016

1. The financial information set out in this announcement is abridged and does not constitute statutory accounts for the year ended 30 September 2016 but is derived from those financial statements. The financial information is not audited. The auditors have reported on the statutory accounts for the year ended 30 September 2016, their report was unqualified and did not contain statements under sections 498(2) or (3) of the Companies Act 2006, and these will be delivered to the Registrar of Companies following the Company's annual general meeting. The financial information has been prepared using the recognition and measurement principle of IFRS.

2. The comparative financial information for the year ended 30 September 2015 was derived from information extracted from the annual report and accounts for that period, which was prepared under IFRS and which has been filed with the UK Registrar of Companies. The auditors have reported on those accounts, their report was unqualified and did not contain statements under sections 498 (2) or (3) of the Companies Act 2006.

   3.    Operating PROFIT 

Operating profit is stated after charging:

 
                                               Year ended   Year ended 
                                                   30 Sep       30 Sep 
                                                       16           15 
                                                  GBP'000      GBP'000 
 Audit services - fees payable to 
  the parent company auditor for the 
  audit of the Company and the consolidated 
  financial statements                                 25           25 
                                              -----------  ----------- 
 
 Other services - fees payable to 
  the Company auditor for the audit 
  of the Company's subsidiaries pursuant 
  to legislation.                                      60           60 
                                              -----------  ----------- 
 
 Other services - fees payable to 
  the Company auditor for tax services                 20           20 
                                              -----------  ----------- 
 Depreciation of owned assets                           3            7 
                                              -----------  ----------- 
 Lease amortisation                                    18           27 
                                              -----------  ----------- 
 Operating lease rentals - land and 
  buildings                                           184          171 
                                              -----------  ----------- 
 Movement on provision for doubtful 
  debts                                               107          172 
                                              -----------  ----------- 
 
   4.     PARTICULARS OF EMPLOYEES 

The aggregate payroll costs of the above were:

 
                        Year ended  Year ended 
                            30 Sep      30 Sep 
                                16          15 
                           GBP'000     GBP'000 
Wages and salaries           1,264         443 
Social security costs          165          71 
                             1,429         514 
                        ==========  ========== 
 

The average monthly number of persons, including executive directors, employed by the Company during the year was seven (2015: nine).

   5.     DIRECTORS' EMOLUMENTS 
 
                                      Year ended  Year ended 
                                          30 Sep      30 Sep 
                                              16          15 
                                         GBP'000     GBP'000 
Emoluments                                   834         140 
                                      ==========  ========== 
 
Emoluments of highest paid director          352         210 
                                      ==========  ========== 
 

The board of directors comprise the only persons having authority and responsibility for planning, directing and controlling the activities of the Group.

   6.    OTHER GAINS AND LOSSES 
 
                                               Year ended   Year ended 
                                                   30 Sep       30 Sep 
                                                       16           15 
                                                  GBP'000      GBP'000 
  Movement in fair value of interest 
   rate swaps                                       (262)        (340) 
  Transaction costs                                 (650)            - 
  Other                                                32           31 
                                                    (880)        (309) 
                                       ==================  =========== 
 
   7.     FINANCE INCOME/COSTS 
 
                                        Year ended  Year ended 
Finance Income                              30 Sep      30 Sep 
                                                16          15 
                                           GBP'000     GBP'000 
Bank interest and interest receivable          259         226 
                                        ==========  ========== 
 
Finance Costs 
Bank loans                                 (1,584)     (2,021) 
Amortisation of arrangement fees             (741)       (642) 
ZDP interest payable                       (1,810)     (1,716) 
                                        ----------  ---------- 
                                           (4,135)     (4,379) 
                                        ==========  ========== 
 
   8.         TAXATION ON ORDINARY ACTIVITIES 
   (a)          Analysis of tax charge in the year 
 
                                     Year ended   Year ended 
                                         30 Sep       30 Sep 
                                             16           15 
                                        GBP'000      GBP'000 
 UK Corporation tax based on the 
  results for the year                      577        1,302 
 (Over)/under provision in prior 
  years                                 (1,773)           14 
                                    -----------  ----------- 
 Current tax                            (1,196)        1,316 
 Deferred tax                             1,902            - 
                                            706        1,316 
                                    ===========  =========== 
 
 (b) Factors affecting tax charge 
               The tax assessed on the (loss)/profit for the 
          year differs from the standard rate of corporation 
                        tax in the UK of 20.0% (2015: 20.5%) 
                                     Year ended   Year ended 
                                         30 Sep       30 Sep 
                                             16           15 
                                        GBP'000      GBP'000 
 (Loss)/profit before taxation          (4,743)        7,754 
                                    ===========  =========== 
 
 (Loss)/profit multiplied by rate 
  of tax                                  (949)        1,590 
 Effects of: 
 Expenses not deductible for tax 
  purposes                                1,314          395 
 Joint venture losses not taxable            10            4 
 Gains not subject to UK taxation             -        (125) 
 Revaluation gains not taxable            (198)        (562) 
 Capital allowances                        (78)            - 
 Losses utilised                          (129)            - 
 Movement in tax losses carried             607            - 
  forward 
 (Over)/under provision in prior 
  years                                 (1,773)           14 
                                    -----------  ----------- 
 Current tax (credit)/charge for 
  the year                              (1,196)        1,316 
                                    ===========  =========== 
 
   9.       DIVIDS 

The directors do not recommend a final dividend in respect of the year ended 30 September 2016 (2015: 1.75 pence per share which amounted to GBP1,415,000).

   10.     EARNINGS PER SHARE 

The calculation of earnings per ordinary share is based on the loss after tax attributable to equity shareholders of GBP5,449,000 (2015: profit of GBP6,438,000) and on the number of shares in issue being the weighted average number of shares in issue during the period of 78,920,377 (2015: 83,429,315). There are no diluting amounts in either the current or prior years.

   11.     PROPERTY, PLANT AND EQUIPMENT 
 
                                Premises        Office      Furniture 
                                   Lease     Equipment     & Fittings        Total 
                                 GBP'000       GBP'000        GBP'000      GBP'000 
  Cost 
  At 1 October 2014                  157            75             95          327 
  Additions                            -             -              -            - 
                              ----------  ------------  -------------  ----------- 
 
  At 30 September 2015 
   and 1 October 2015                157            75             95          327 
  Additions                            -            14              -           14 
                              ----------  ------------  -------------  ----------- 
 
  At 30 September 2016               157            89             95          341 
                              ----------  ------------  -------------  ----------- 
 
  Depreciation/Amortisation 
  At 1 October 2014                  112            63             90          265 
  Provided during the 
   year                               27             2              5           34 
                              ----------  ------------  -------------  ----------- 
 
  At 30 September 2015 
   and 1 October 2015                139            65             95          299 
  Provided during the 
   year                               18             3              -           21 
                              ----------  ------------  -------------  ----------- 
 
  At 30 September 2016               157            68             95          320 
                              ----------  ------------  -------------  ----------- 
 
 
  Net book value at 30 
   September 2016                      -            21              -           21 
                              ==========  ============  =============  =========== 
 
  Net book value at 30 
   September 2015                     18            10              -           28 
                              ==========  ============  =============  =========== 
 
   12.     INVESTMENT PROPERTIES 
 
                                                                 Reverse 
                                                        Long       Lease 
                                      Freehold     Leasehold    Premiums       Total 
                                       GBP'000       GBP'000     GBP'000     GBP'000 
       Valuation at 1 October 
        2014                           136,672        20,996         672     158,340 
       Additions                           728            95           -         823 
       Disposals                      (27,485)       (1,050)           -    (28,535) 
       Reverse lease premium 
        amortisation                         -             -       (180)       (180) 
       Movement on revaluation           2,637           105           -       2,742 
                                   -----------  ------------  ----------  ---------- 
       Valuation at 30 September 
        2015                           112,552        20,146         492     133,190 
       Additions                         1,446         2,226           -       3,672 
       Disposals                       (7,150)             -           -     (7,150) 
       Lease incentive granted              80             -           -          80 
       Reverse lease premium 
        amortisation                         -             -       (104)       (104) 
       Movement on revaluation           (538)         1,530           -         992 
                                   -----------  ------------  ----------  ---------- 
       Valuation at 30 September 
        2016                           106,390        23,902         388     130,680 
                                   ===========  ============  ==========  ========== 
 
 

The historical cost of properties held at 30 September 2016 is GBP161,164,000 (2015: GBP164,890,000).

The properties were valued by Jones Lang LaSalle, independent valuers not connected with the Group, at 30 September 2016 at market value in accordance with the Practice Statements contained in the RICS Appraisal and Valuation Standards published by the Royal Institution of Chartered Surveyors which conform to international valuation standards. The valuations are arrived at by reference to market evidence of transaction prices and completed lettings for similar properties. The properties have been valued individually and not as part of a portfolio and no allowance has been made for expenses of realisation or for any tax which might arise. They assume a willing buyer and a willing seller in an arm's length transaction. The valuations reflect usual deductions in respect of purchaser's costs and SDLT as applicable at the valuation date. The independent valuer makes various assumptions including future rental income, anticipated void cost, the appropriate discount rate or yield.

As at 30 September 2016, the Group has pledged GBPnil (2015: GBP95,530,000) of investment property to secure Royal Bank of Scotland debt facilities, GBP89,955,000 (2015: GBPnil) of investment property to secure Lloyds Bank, Jersey debt facilities and GBP33,260,000 (2015: GBP32,870,000) to secure Barclays Bank PLC debt facilities. Further details of these facilities are provided in note 27.

The property rental income earned from investment property, which is leased out under operating leases amounted to GBP9,435,000 (2015: GBP11,441,000).

 
 (Loss)/profit on sale of investment       30 Sep     30 Sep 
  properties                                   16         15 
                                          GBP'000    GBP'000 
 Gross proceeds on sales of investment 
  properties                                6,955     31,335 
 Costs of sales                             (113)      (364) 
                                         --------  --------- 
 Net proceeds on sales of investment 
  properties                                6,842     30,971 
 Book value                               (7,150)   (28,535) 
                                         --------  --------- 
 (Loss)/profit on sale                      (308)      2,436 
                                         ========  ========= 
 

Sensitivity Analysis:

Movement in equivalent yield

If the equivalent yield compresses by 0.5% to 7.52% then the portfolio valuation increases by approximately 7.3%. It reduces by approximately 6.4% if the equivalent yield increases by 0.5% to 8.52%.

Movement in ERV

If ERV's increase by 5% then the portfolio valuation increases by approximately 4.4% whilst falling by approximately 4.4% if ERV's decrease by 5%.

Voids

If the void periods assumed in the valuation are decreased by 6 months then the portfolio valuation would increase by approximately 1.7%. If void periods increase by 6 months then the portfolio valuation would decrease by approximately 1.7%.

   13.     INVESTMENT PROPERTIES UNDER CONSTRUCTION 

Investment properties under construction are freehold land and buildings representing investment properties under development or construction and they amount to GBP9,476,000 (2015: GBP3,156,000) as at 30 September 2016. These properties comprise landholdings for current or future development as investment properties. This methodology has been adopted because the value of these properties is dependent on a detailed knowledge of the planning status, the competitive position of the assets and a range of complex development appraisals. The fair value of these properties rests in the planned developments, and is difficult to estimate pending confirmation of designs and planning permission, and hence has been estimated by the directors at cost as an approximation to fair value.

   14.     INVESTMENTS 

Joint Ventures

 
 
 Investment in Joint Ventures            30 Sep     30 Sep 
                                             16         15 
                                        GBP'000    GBP'000 
 At 1 October 2015                        6,660      6,087 
 Share of results of joint ventures         (3)       (19) 
 Investment in joint venture                218        592 
 Reclassify loan to joint venture         3,235          - 
 At 30 September 2016                    10,110      6,660 
                                      =========  ========= 
 

The Group has a 50% interest in three joint ventures, Conygar Stena Line Limited which is a property development company, CM Sheffield Limited a property trading company and Roadking Holyhead Limited a truck stop developer and operator.

Loans to Joint Ventures

 
                                 30 Sep      30 Sep 
                                     16          15 
                                GBP'000     GBP'000 
 Roadking Holyhead Limited             -      3,410 
                             -----------  --------- 
           -                                  3,410 
 ===========  ==========================  ========= 
 

In accordance with IAS 39, the loans to Roadking Holyhead Limited, Conygar Stena Line Limited and C M Sheffield Limited have not been disclosed separately on the balance sheet as the investments in joint ventures at 30 September 2016 are net liabilities when the loans are excluded.

 
                                 30 Sep     30 Sep 
                                     16         15 
                                GBP'000    GBP'000 
 Conygar Stena Line Limited       7,733      7,406 
 Roadking Holyhead Limited        3,235          - 
 C M Sheffield Limited                2          2 
                              ---------  --------- 
                                 10,970      7,408 
                              =========  ========= 
 

The following amounts represent the Group's 50% share of the assets and liabilities, and results of the joint ventures. They are included in the balance sheet and income statement:

 
                        Year ended   Year ended 
                            30 Sep       30 Sep 
                                16           15 
                           GBP'000      GBP'000 
 
 Assets 
 Current assets             10,203       10,158 
                       -----------  ----------- 
                            10,203       10,158 
 
 Liabilities 
 Current liabilities          (93)         (88) 
                       -----------  ----------- 
                              (93)         (88) 
 
 Net Assets                 10,110       10,070 
                       ===========  =========== 
 
 Operating loss                (3)         (19) 
 Finance income                  -            - 
                       -----------  ----------- 
 
 Loss before tax               (3)         (19) 
 Tax                             -            - 
                       -----------  ----------- 
 
 Loss after tax                (3)         (19) 
                       ===========  =========== 
 

There are no contingent liabilities relating to the Group's interest in joint ventures, and no contingent liabilities of the ventures themselves.

   15.   FIXED ASSET INVESTMENTS 

Subsidiaries

 
 Company name             Principal               Country of        % of Equity 
                           activity               registration       held 
 Conygar Holdings 
  Ltd                     Holding Company         England           100% 
                          Property 
 Martello Quays            trading and 
  Limited                  development            England           100% 
 Conygar Wales            Holding Company         England           100%* 
  PLC 
 Conygar Bedford          Property                England           100%* 
  Square Ltd               trading and 
                           development 
 Conygar Properties       Property                England           100%* 
  Ltd                      trading and 
                           development 
 Conygar Developments     Property                England           100%* 
  Ltd                      trading and 
                           development 
 Conygar Strand           Property                England           100%* 
  Ltd                      trading and 
                           development 
 Conygar Hanover          Property                England           100%* 
  Street Ltd               investment 
 The Advantage            Property                Guernsey          100%* 
  Property Income          investment 
  Trust Ltd 
 TAPP Property            Property                Guernsey          100%* 
  Ltd                      investment 
 TOPP Holdings            Property                Guernsey          100%* 
  Ltd                      investment 
 TAPP Maidenhead          Property                Guernsey          100%* 
  Ltd                      investment 
 TOPP Bletchley           Property                Guernsey          100%* 
  Ltd                      investment 
 TOPP Property            Property                Guernsey          100%* 
  Ltd                      investment 
 Conygar Stena            Property                England           50%* 
  Line Ltd                 trading and 
                           development 
 CM Sheffield             Property                England           50%* 
  Ltd                      trading and 
                           development 
 Roadking Holyhead        Property                England           50%* 
  Limited                  trading and 
                           development 
 Conygar Haverfordwest    Property                England           100%* 
  Ltd                      trading and 
                           development 
 Conygar Advantage        Holding company         Guernsey          100%* 
  Ltd 
 Conygar Stafford         Property                England           100%* 
  Ltd                      investment 
 Conygar Dundee           Property                England           100%* 
  Ltd                      investment 
 Conygar St Helens        Property                England           100%* 
  Ltd                      investment 
 Conygar Sunley           Property                England           100%* 
  Ltd                      investment 
 Lamont Property          Property                Jersey            100%* 
  Holdings Ltd             investment 
 Lamont Property          Holding company         Jersey            100%* 
  Acquisition (Jersey) 
  I Ltd 
 Lamont Property          Property                Jersey            100%* 
  Acquisition (Jersey)     investment 
  II Ltd 
 Conygar Cross            Property                Jersey            100%* 
  Hands Ltd                investment 
 Lamont Property           Property investment     Jersey           100%* 
  Acquisition (Jersey) 
  IV Ltd 
 Lamont Property           Property investment     Jersey           100%* 
  Acquisition (Jersey) 
  V Ltd 
 Lamont Property           Property investment     Jersey           100%* 
  Acquisition (Jersey) 
  VII Ltd 
 Conygar Ynys Mon          Property trading        England          100%* 
  Ltd                       and development 
 Conygar Haverfordwest     Dormant                 Jersey           100%* 
  Retail Ltd 
 Conygar Ashby Ltd         Dormant                 Jersey           100%* 
 
 
   *   Indirectly owned 
   16.   GOODWILL 
 
 
                            30 Sep   30 Sep 15 
                                16 
                           GBP'000     GBP'000 
 At 1 October                3,173       3,173 
 Impairment in the year    (3,173)           - 
                          --------  ---------- 
 At 30 September                 -       3,173 
                          ========  ========== 
 

The goodwill arose upon the acquisition of the non-controlling interests in Martello Quays Limited and represented the excess of the consideration over the fair value of the identifiable net assets acquired. The goodwill was wholly allocated to the development project within Martello Quays Limited, which was considered to represent a single income and cash generating unit. As set out in the Chairman's and Chief Executive's report, management analysis indicates that the net present value of the project is below the carrying value at 30 September 2016 such that the goodwill has been fully impaired in the current year.

IFRS requires management to undertake an annual test for impairment of indefinite lived assets, such as goodwill, and to test for impairment if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment testing is an area involving management judgment, requiring assessment as to whether the carrying value of the assets can be supported by the net present value of future cash flows derived from such assets using cash flow projections which have been discounted at an appropriate rate. In calculating the net present value of the future cash flows, certain assumptions are required to be made in respect of highly uncertain matters including management's expectations of:

   -     Timing and quantum of future capital expenditure; 
   -     Timing and quantum of future revenue streams; and 
   -     The selection of discount rates to reflect the risks involved. 

The Group prepares and approves formal five year forecasts for Martello Quays Limited which are used in the value in use calculations. Five years is considered to be the optimum period for a meaningful forecast and takes into account available sources of both internal and external information.

The Group's review includes the key assumptions related to sensitivity in the cash flow projections.

The impairment review is based upon value in use calculations. The period of review is five years and it is assumed that no growth occurs over the period. A range of pre-tax risk adjusted discount rates (5-15%) were used in order to reflect inherent uncertainties and to produce a sensitivity analysis.

Key assumptions used in value in use calculations

   -     Valuation of completed construction 

The valuation of the completed construction is based upon current knowledge of the local market utilising both internal and external sources of information and evidence.

   -     Budgeted capital expenditure 

The cash flow forecasts for capital expenditure are based upon on past experience and estimates provided from both internal and external sources.

   -     Pre-tax risk adjusted discount rate 

The discount rate applied to the cash flows is generally based upon the risk free rate for ten year government bonds adjusted for a risk premium to reflect the systematic risk of the project, likely cost of funding and underlying uncertainties.

   17.   PROPERTY INVENTORIES 
 
 
                                               30 Sep    30 Sep 
                                                   16        15 
                                              GBP'000   GBP'000 
 Properties held for resale or development     30,739    33,373 
                                             ========  ======== 
 
 
   18.   TRADE AND OTHER RECEIVABLES 
 
 
                                        30 Sep    30 Sep 
                                            16        15 
                                       GBP'000   GBP'000 
 Trade receivables                         834     1,434 
 Provision for doubtful debts             (48)     (217) 
                                      --------  -------- 
                                           786     1,217 
 Amounts owed by group undertakings          -         - 
 Other receivables                         845     1,194 
 Prepayments and accrued income          2,044     2,558 
                                      --------  -------- 
                                         3,675     4,969 
                                      ========  ======== 
 

The directors consider that the carrying amount of trade and other receivables approximates to their fair value due to the short term nature of these financial assets.

19. TRADE AND OTHER PAYABLES

 
 
                                        30 Sep    30 Sep 
                                            16        15 
                                       GBP'000   GBP'000 
 Amounts owed to group undertakings          -         - 
 Social security and payroll taxes           -         - 
 Trade payables                            976     2,805 
 Accruals and deferred income            3,287     2,565 
                                      --------  -------- 
                                         4,263     5,370 
                                      ========  ======== 
 

The directors consider that the carrying amounts of the trade and other payables approximate to their fair value due to the short period of repayment.

   20.     BANK LOANS 
 
 
                      30 Sep    30 Sep 
                          16        15 
                     GBP'000   GBP'000 
 Bank loans           56,435    38,151 
 Debt issue costs      (890)     (660) 
                    --------  -------- 
                      55,545    37,491 
                    ========  ======== 
 

Details of the financial liabilities are given in note 29.

   21.     ZERO DIVID PREFERENCE SHARES 
 
                                    Year   Year ended 
                                   ended       30 Sep 
                                  30 Sep           15 
                                      16 
                                 GBP'000      GBP'000 
 
 Balance at start of year         32,471       30,621 
 Share issue costs amortised         134          134 
 Accrued capital                   1,810        1,716 
                                --------  ----------- 
 Balance at end of year           34,415       32,471 
                                --------  ----------- 
 
 

The Group issued 30,000,000 zero dividend preference shares ('ZDP shares') at 100 pence per share. The ZDP shares have an entitlement to receive a fixed cash amount on 9 January 2019, being the maturity date, but do not receive any dividends or income distributions. Additional capital accrues to the ZDP shares on a daily basis at a rate equivalent to 5.5% per annum, resulting in a final capital entitlement of 130.7 pence per share. The ZDP shares were listed on the London Stock Exchange on 10 January 2014.

During the year, the Group has accrued for GBP1,810,000 of additional capital. The total amount repayable at maturity is GBP39,210,000.

The ZDP shares do not carry the right to vote at general meetings of the Group, although they carry the right to vote as a class on certain proposals which would be likely to materially affect their position. In the event of a winding-up of Conygar ZDP PLC, the capital entitlement of the ZDP shares (except for any undistributed revenue profits) will rank ahead of ordinary shares but behind other creditors of Conygar ZDP PLC.

   22.   SHARE CAPITAL 

Authorised share capital:

 
                                              30 Sep     30 Sep 
                                                  16         15 
                                                 GBP        GBP 
140,000,000 (2015: 140,000,000) Ordinary 
 shares of GBP0.05 each                    7,000,000  7,000,000 
                                           =========  ========= 
 

Allotted and called up:

 
 Amounts recorded as equity:         30 Sep 16              30 Sep 15 
                                        No   GBP'000           No   GBP'000 
 Ordinary shares of GBP0.05 
  each                          99,714,123     4,985   99,714,123     4,985 
                               ===========  ========  ===========  ======== 
 
   23.   TREASURY SHARES 

In December 2010, the Group began a share buyback programme and during the year ended 30 September 2016 purchased 5,299,819 (2015: 4,372,350) shares on the open market at a cost of GBP8,872,556 (2015: GBP7,937,062). The 22,482,688 (2015: 17,182,869) shares were held in treasury as at 30 September 2016.

   24.   SHARE BASED PAYMENTS 

No options were granted in either the current or prior year.

The Group recognised total expenses of GBPnil (2015: GBPnil) in relation to equity settled share-based payment transactions.

   25.   DEFERRED TAX 

Deferred tax liabilities are recognised in the accounts as follows:

 
                           30 Sep    30 Sep 
                               16        15 
                          GBP'000   GBP'000 
      Revaluation           1,902         - 
       surplus 
                         ========  ======== 
 

Deferred tax on the revaluation surplus is calculated on the basis of the chargeable gains that would crystalise on the sale of the property portfolio at each balance sheet date. The calculation takes account of any available indexation on the historic cost of the properties.

   26.   COMMITMENTS 

Group as lessee:

At 30 September 2016, the Group and Company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

 
                                          30 Sep   30 Sep 
                                              16       15 
                                         GBP'000  GBP'000 
Within one year                              180       90 
In the second to fifth years inclusive       311        - 
                                         -------  ------- 
                                             491       90 
                                         =======  ======= 
 

Group as lessor:

In addition, the Group holds retail, office, industrial and leisure buildings as investment properties which are let to third parties. These are non-cancellable leases and the income profile based upon the unexpired lease length was as follows:

 
                                30 Sep    30 Sep 
                                    16        15 
                               GBP'000   GBP'000 
 Less than one year             10,553     9,504 
 Between one and five years     21,723    24,088 
 Over five years                10,926    14,475 
                              --------  -------- 
                                43,202    48,067 
                              ========  ======== 
 

27. FINANCIAL INSTRUMENTS

The interest rate profile of the Group bank borrowings at 30 September 2016 was as follows:

 
                           Interest                            30 Sep        30 Sep 
                            Rate             Maturity      16 GBP'000    15 GBP'000 
 Lloyds Bank, Jersey       BOE base         2-5 years          48,100             - 
  (1)                       + 1.9% 
                                            Less than 
 Barclays (2)              LIBOR + 3.5%      1 year             8,335         8,335 
 Royal Bank of Scotland 
  (TAPP)(3)                LIBOR + 3%       n/a                     -        20,174 
 Royal Bank of Scotland 
  (TOPP)(3)                LIBOR +3.5%      n/a                     -         9,642 
                                                               56,435        38,151 
                                                         ============  ============ 
 
 
 

(1) Senior bank facility repayable 27 April 2021.

(2) Senior bank facility repaid 26 October 2016.

(3) Senior bank facilities repaid 28 April 2016.

In addition to the bank debt, the Group has a financial liability of GBP34.4 million relating to 30,000,000 zero dividend preference shares ("ZDP Shares") which were issued at 100 pence per share.

The ZDP shares have an entitlement to receive a fixed cash amount on 9 January 2019, being the maturity date, but do not receive any dividends or income distributions. Additional capital accrues to the ZDP shares on a daily basis at a rate equivalent to 5.5% per annum, resulting in a final capital entitlement of 130.7 pence per share.

During the year the Group has accrued for GBP1,810,000 of additional capital. The total amount repayable at maturity is GBP39,210,000.

Loans

As at 30 September 2016, TAPP Property Limited, TOPP Property Limited, TOPP Bletchley Limited, Lamont Property Acquisition (Jersey) I Limited, Lamont Property Acquisition (Jersey) II Limited and Lamont Property Acquisition (Jersey) IV Limited ("the borrowers") jointly maintained a facility with Lloyds Bank, Jersey of GBP48,100,000 (2015: GBPnil) under which GBP48,100,000 (2015: GBPnil) had been drawn down. This facility is repayable on or before 27 April 2021 and is secured by fixed and floating charges over the assets of the borrowers. The facility is subject to a maximum loan to value covenant of 65%, a historical interest cover ratio covenant of 200% and a historical debt service cover ratio of 110%.

On 28 April 2016, TAPP Property and TOPP Property repaid the outstanding balances of their facilities with the Royal Bank of Scotland PLC of GBP25,931,000 (2015: GBP29,816,000).

As at 30 September 2016, Conygar Dundee Limited, Conygar Hanover Street Limited, Conygar Stafford Limited and Conygar St Helens Limited jointly maintained a facility with Barclays Bank PLC of up to GBP8,335,000 (2015: GBP8,335,000) of which GBP8,335,000 (2015: GBP8,335,000) had been drawn down. This facility was repayable on or before 21 November 2016 and was secured by fixed and floating charges over the assets of Conygar Dundee Limited, Conygar Hanover Street Limited, Conygar Stafford Limited and Conygar St Helens Limited. The facility was subject to a maximum loan to value covenant of 52% (2015: 52%) and an interest cover ratio covenant of 225%. As set out in the Chairman's and Chief Executive's statement, the loan was repaid in full on 26 October 2016.

Price Risk

The Group's exposure to changing market prices on the value of financial instruments may have an impact on the carrying value of financial instruments and would arise principally as a result of entering into swaps or similar transactions to fix interest rates on the Group's borrowings. The Group's policies for managing this risk are to control the levels of fixed rate debt as set out under interest rate risk above.

Capital Risk Management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

While the Group does not have a formally approved gearing ratio, the objective above is actively managed

through the direct linkage of borrowings to specific property. The Group seeks to ensure that secured borrowing does not exceed 70% of the current market value of such property.

Fair Values of Financial Assets and Financial Liabilities

The fair values of all the Group's financial assets and liabilities are set out below:

 
                               Book Value   Book Value   Fair Value   Fair Value 
                                   30 Sep       30 Sep       30 Sep       30 Sep 
                                     2016         2015         2016         2015 
                                  GBP'000      GBP'000      GBP'000      GBP'000 
 Financial Assets 
 Cash                              63,662       57,386       63,662       57,386 
 Loans to joint ventures           10,970       10,818       10,970       10,818 
 Interest rate derivatives             44           37           44           37 
 
 Financial Liabilities 
 Floating rate borrowings          56,435       38,151       56,435       38,151 
 Fixed rate borrowings             34,719       32,909       34,719       32,909 
 
 
 

Derivative Financial Instruments

 
                                                         Market      Market 
                              Protected                   Value       Value 
                                 Rate %      Expiry       at 30       at 30 
                                                       Sep 2016    Sep 2015 
                                                        GBP'000     GBP'000 
 GBP37 million (2015: 
  GBP37 million)             2.00 (2015:        Feb 
  cap                              2.00)       2018           -          52 
 GBP36.1 million            2.50 (2015:         Apr          44           - 
  (2015: n/a) cap*                 n/a)        2021 
 GBPnil (2015: GBP4.3         n/a (2015: 
  million) swap                   1.055)        n/a           -        (16) 
 GBPnil (2015: GBP10.3        n/a (2015: 
  million) cap                     0.75)        n/a           -           1 
                                                             44          37 
                                                     ==========  ========== 
 

* Effective date 5 February 2018

The valuation of the swaps was provided by JC Rathbone Associates Limited, is a tier 2 valuation and represents the change in fair value since execution. The fair value is derived from the present value of the future cash flows discounted at rates obtained by means of the current yield curve appropriate for those instruments.

The fair value of the Group's trade debtors and other receivables and trade creditors and other payables is not considered to vary from historic cost due to the short term nature of these financial assets and liabilities. As such, they are excluded from the disclosure.

The Report and Accounts for the year ended 30 September 2016 will be posted to shareholders shortly and copies may be obtained free of charge for at least one month following their posting by writing to The Secretary, The Conygar Investment Company PLC, Fourth Floor, 110 Wigmore Street, London, W1U 3RW. They are also available on the website www.conygar.com.

The Company's Annual General Meeting will be held at 4:00pm on 7 February 2017 at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London, SE1 2AU.

The directors of Conygar accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Conygar (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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