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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Comm. Prop. (SEE LSE:CGA) | LSE:CMGP | London | Ordinary Share | GB00B1P70L34 | ORD 1P (SEE LSE:CGA) |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 18.50 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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RNS Number : 1298V
Commercial Group Properties PLC
23 May 2008
For Immediate Release 23 May
2008
COMMERCIAL GROUP PROPERTIES PLC
("COMMERCIAL GROUP", "CGP" or the "COMPANY")
AUDITED RESULTS
FOR THE PERIOD ENDED 30 NOVEMBER 2007 AND NOTICE OF AGM
CHAIRMAN'S STATEMENT
I am delighted to present Commercial Group Properties Plc' first annual audited report since its admission to AIM on 21 February 2007.
Our first period has been one of considerable progress. Our strong relationship with our partners in China has enabled us to enter into
agreements to lease and a memorandum of understanding to lease at least 3,400,000 sq ft at our China Gateway site at Manston. We have also
established a joint venture, with Chinamex Middle East Investment and Trade Promotion Centre, which has entered into non binding heads of
terms to acquire a 55 acre brown field site in Wigan to construct a further China Gateway development.
Our current financial year promises to be one of further significant growth in the company.
I would like to thank our executive team for their excellent work which has placed Commercial Group Properties Plc in such an enviable
position.
Robin Bolton
Chairman
20 May 2008
CHIEF EXECUTIVE'S REVIEW
Introduction
The Company's first period, to 30 November 2007, was one of considerable progress in developing its property interests and enhancing
value to shareholders. In addition to this, we have substantially developed our relationships with the Beijing Association of Small and
Medium Enterprises ("Beijing ASME") and Chinamex Middle East Investment and Trade Promotion Centre ("Chinamex") an official arm of the
People's Republic of China. It is through the combination of its property interests and its relationships in China that CGP has been able to
increase its net asset value and position itself for future growth.
China
China's economy continues to grow strongly with an estimated growth of 10.8 per cent in 2007. Exports grew to US$1.2 trillion in 2007
25.7% higher than 2006. As a result, a significant number of Chinese businesses are becoming increasingly international in outlook and are
looking for property in their export markets, including the United Kingdom and the rest of Europe. The government of China is encouraging
and facilitating Chinese businesses to globalise. CGP continues to work hard to develop its contacts and partnerships in China, in
particular with Beijing ASME and Chinamex. On 13 March 2007, the China Europe Association for Technical and Economic Co-operation (CEATEC)
and the South East England Development Agency signed a memorandum of understanding granting Chinamex and CGP the specific mandate to promote
and develop business relations between the signatories, in South East England.
Both Beijing ASME and Chinamex facilitate the establishment of overseas operations by Chinese businesses. CGP's strong relationships
with these organisations has resulted in a significant part of the Manston development being pre-let and a larger part being subject to a
memorandum of understanding to lease, prior to construction commencing.
In addition, Chinamex has a 20 per cent stake alongside CGP in a joint venture company which intends to purchase the Wigan site. It is
intended to pre-let the site prior to construction.
Manston
The Manston site, which has been named "China Gateway", is located at the North West end of Kent International Airport and, at the time
of the IPO, comprised 100 acres of open space and agricultural land within a partly developed business park. Subsequently, on 15 March 2007,
CGP purchased, for £5.1 million, a further 73 acres of agricultural land adjacent to the original site.
On 22 June 2007, Beijing ASME signed an agreement to lease between 900,000 sq ft and 1,100,000 sq ft of business accommodation on 49.5
acres of the Manston site. The lease, which is supported by Chinamex, is for a term of 10 years from handover.
On 2 August 2007, CGP entered into a memorandum of understanding with Zhejiang Province, acting through Chairman Bao of the Taizhou
Foreign Merchant Information Federation, to lease 2,500,000 sq ft at Manston.
Most recently, on 31 March 2008, CGP submitted an application for detailed planning consent for 1,481,815 sq ft of commercial
development on the site. We anticipate receiving the response to this application by September 2008, which should allow construction to
commence in 2009. Upon receipt of this consent, CGP then intends to submit a planning application for consent for the next 1,776,663 sq ft
of the development.
Wigan
On 18 November 2007, CGP announced that it had entered into non binding heads of terms, with Chinamex and the Wigan Metropolitan Borough
Council, for Chinamex Gateway @Wigan Limited, a joint venture company owned 80 per cent by CGP and 20 per cent by Chinamex, to acquire 55
acres of development land in Wigan. On 21 February 2008, the Council cabinet instructed its officers to enter into a contract for sale of
the site. Accordingly, the Board hopes that the contract will be entered into by August 2008.
The site is unoccupied and brown field and is not currently generating income. If the company is successful in acquiring the site, we
propose to submit a planning application to the Council to develop approximately 1.1 million sq ft of manufacturing, research & development,
hotel and office facilities that the Board believes could deliver up to 1,000 new jobs in the textile and apparel sector in Wigan. This
would also substantially increase the value of the site.
Dover
In addition CGP has two properties held for sale in Dover, 273 acres at Farthingloe and 24 acres at Western Heights, both located south
west of Dover in Kent. The key part of these 2 sites is an area of approximately 30 acres at Farthingloe which has the benefit of planning
permission for the erection of 220,000 sq ft of office space. CGP intends to apply for permission to build approximately 500,000 sq ft of
residential units on the area.
Trading result
The first phase of our development has required investment in infrastructure and overheads at a time when revenues are limited to
incidental rental income. This resulted in a pretax loss for the financial year of £1.5 million and a loss per share of 4.1p.
Balance sheet
The Manston site was revalued at 30 November 2007 by Savills (L&P) Limited to £50.9 million, compared to its historical cost of £23.5
million. The uplift primarily reflects CGP's progress in relation to planning matters and negotiations with future tenants.
Included within non-current assets is £3.7 million of deferred expenditure which represents a payment made to property agents in China
regarding the introduction to and negotiations with the Beijing ASME and Chinamex. This led to the signing of a pre-Iease agreement for
between 900,000 and 1,100,000 sq ft of accommodation at Manston International Business Park. The payment, which was calculated as 5% of rent
payable over the 10 year term, will be released and charged to the income statement against future rental income from this development. The
Directors anticipate that CGP will enter into further such arrangements in respect of other sites, but at lower levels of commission
relative to this initial agreement.
A mixture of bank borrowings and equity have been utilised to finance CGP's business. At 30 November 2007, approximately £24.5 million
of its £28.5 million facility with Israel Discount Bank had been drawn down. The Bank has confirmed the availability of this facility until
at least 30 November 2009.
Net assets at 30 November 2007 amounted to £34.1 million.
Outlook
The Board believes that, given its excellent relationships in China, CGP is in a position of strength to capitalise on the current need
for Chinese businesses to globalise, which will enable the company to grow its business and shareholder value. Accordingly the Board views
the company's future with significant optimism.
Ken Wills
C.E.O.
20 May 2008
COMMERCIAL GROUP PROPERTIES PLC
BALANCE SHEET
At 30 November 2007
Note 2007
£000
ASSETS
Non-current assets
Property under development 3 50,900
Fixtures and fittings 3 9
Deferred expenditure 4 3,698
Deferred tax asset 11 700
-------------
Total non-current assets 55,307
Current assets
Properties intended for sale 5 11,600
Trade and other receivables 6 58
Cash and cash equivalents 7 324
------------
Total current assets 11,982
------------
TOTAL ASSETS 67,289
=======
EQUITY AND LIABILITIES
Equity
Issued share capital 8 210
Share premium 15,065
Revaluation reserve 19,695
Retained earnings (831)
----------
Total equity 34,139
Non-current liabilities
Interest bearing loans and borrowings 10 24,496
Deferred tax provision 11 7,659
----------
Total non-current liabilities 32,155
Current liabilities
Trade and other payables 9 995
Current corporation tax payable 17 -
-----------
Total current liabilities 995
Total liabilities 33,150
-----------
TOTAL EQUITY AND LIABILITIES 67,289
=======
The Financial Statements were approved and authorised for issue by the Board of Directors on
20 May 2008, and were signed on its behalf by:
K E Wills
C Seymour-Prosser
INCOME STATEMENT Note 2007
£000
Period from 6 July 2006 to 30 November 2007
Continuing Operations:
Revenue -
Administrative expenses 13 1,465
Other operating income 12 (36)
-----------
Operating (Loss) (1,429)
Finance income 16 15
Finance costs 16 (117)
----------
(Loss) before taxation (1,531)
Corporation tax 17 700
----------
(Loss) for the Financial Period (831)
----------
(Loss) for the Financial Period 2 (831)
-----------
Attributable to:
Equity holders of the Company (831)
---------
Earnings per Share from Continuing Operations
Attributable to the Equity Holders of the Company during
the Period
Basic pence per share 18 (4.10)p
------------
STATEMENT OF CHANGES IN EQUITY
Period Ended 30 November 2007
Attributable to equity holders of the Company
Share Capital Share Premium Revaluation Reserve Retained Earnings Total
£000 £000 £000 £000 £000
At 6 July 2006 - - - - -
====== ====== ====== ====== ======
Revaluation:
- property under development - - 27,354 - 27,354
Deferred tax - - (7,659) - (7,659)
Issue of shares 210 15,290 - - 15,500
Flotation costs - (225) - - (225)
--------- ---------- -------- -------- ---------
Net Income Recognised 210 15,065 19,695 - 34,970
directly in Equity
Loss for the period - - - (831) (831)
--------- ---------- -------- -------- ---------
Total Recognised Income and 210 15,065 19,695 (831) 34,139
Expense for the period
====== ====== ====== ====== ======
At 30 November 2007 210 15,065 19,695 (831) 34,139
====== ====== ====== ====== ======
CASH FLOW STATEMENT
Period from 6 July 2006 to 30 November 2007
Note 30 November 2007
£000
Cash used in Operations
Loss before taxation (1,531)
Adjustments for:
Depreciation 3
Interest income (15)
Interest expense 117
Deferred expenditure (3,698)
Increase in trade and other receivables (58)
Increase in inventories (11,600)
Increase in trade payables 995
---------------
Cash used in Operations (15,787)
Interest paid (117)
Corporation tax paid -
---------------
Net Cash used in Operating Activities (15,904)
--------------
Cash Flows from Investing Activities
Purchase of property, fixtures and fittings (9,558)
Interest received 15
-------------
Net Cash from Investing Activities (9,543)
-------------
Cash Flows from Financing Activities
Net proceeds from issue of share capital 1,275
Proceeds from long-term borrowings 24,496
--------------
Net Cash from Financing Activities 25,771
-------------
Net Increase in Cash and Cash Equivalents 324
------------
Cash and Cash Equivalents at Beginning of Period -
-----------
Cash and Cash Equivalents at End of Period 324
-----------
Major non cash transactions
During the period the company issued 18,000,000 ordinary shares fully paid for the purchase of property sites for £14,000,000.
NOTES
1. ACCOUNTING POLICIES
Period from 6 July 2006 to 30 November 2007
Summary of Significant Accounting Policies
The principal Accounting Policies applied in the preparation of these Financial Statements are set out below. These Policies have been
consistently applied to all the periods presented, unless otherwise stated.
Basis of Preparation of Financial Statements
The Financial Statements have been prepared in accordance with EU-endorsed International Financial Reporting Standards (IFRS), IFRIC
interpretations and the parts of the Companies Act 1985 applicable to companies reporting under IFRS. The Financial Statements have also
been prepared under the historical cost convention, as modified by the revaluation of property under development.
Items included in the Financial Statements are measured using the currency of the primary economic environment in which the entity
operates (its "functional currency"). The Financial Statements are presented in Pounds Sterling (£), which is the Company's functional and
presentation currency.
Adoption of International Financial Reporting Standards (IFRS)
The Company has adopted IFRS from the date of incorporation in their financial statements. As this is the Company's first accounting
period no prior period restatements have been required to reflect the Company's adoption of IFRS.
Standards and Interpretations in issue but not yet Effective or not yet Relevant
IFRS 7 "Financial Instruments: Disclosures", and the complementary amendments to IAS 1 "Presentation of Financial Statements", require
new disclosures relating to financial instruments. This standard is effective for the period ended 30 November 2007 but will not have an
impact on the classification or valuations of the Company's financial instruments.
IFRS 8 "Operating Segments" requires companies to adopt a management approach to reporting on their
operating segments. This standard is effective for the period ended 30 November 2007 but is not expected to have an impact on the
Company's financial statements.
IFRIC 7 "Applying the Restatement Approach under IAS 29 'Financial Reporting in hyperinflationary Economies" is effective for the period
ended 30 November 2007. As the Company does not have a currency of a hyperinflationary economy as its functional currency, IFRIC 7 is not
relevant to the Company.
IFRIC 8 "Scope of IFRS 2" addresses whether IFRS 2 "Share-based Payment" applies to transactions in which the entity cannot identify
specifically some or all of the costs of services received in return for issuing equity instruments. The interpretation is effective for the
period ended 30 November 2007. The interpretation is not expected to have major impact on the Company's results on equity.
IFRIC 9 "Reassessment of Embedded Derivatives" is effective for the period ended 30 November 2007. IFRIC is not relevant to the Company
as the Company has no such contracts.
IRFIC 10 "Interim Financial Reporting and Impairment" prohibits companies from reversing impairment losses recognised in an interim
period on goodwill and investments in equity instruments and in financial assets carried at cost, where a loss would not have been
recognised at a subsequent balance sheet date. The interpretation is effective for the period ended 30 November 2007. The interpretation is
not expected to have an impact on the Company's results or equity.
IFRIC 12 "Service Concession Arrangements" is effective for the period ended 30 November 2007. As the Company is not involved in
public-to-private service concession arrangements, IFRIC 12 is not relevant to the Company.
IFRIC 13 "Customer Loyalty Programmes" addressed accounting by entities that grant loyalty award credits to customers who buy goods or
services and is effective from 1 July 2008 but is not relevant to the Company.
IFRIC 14 IAS 19 - "The Limit of a Defined Benefit Asset, Minimum Funding Requirements and their interaction" provides guidance on how to
assess the limit in IAS 10 Employee benefits" on the amount of the surplus that can be recognised as an asset. This is effective from 1
January 2008 but is not relevant to the Company.
Foreign Currencies
Transactions in foreign currencies are translated into the functional currency at the exchange rate ruling at the date of the
transaction. Monetary assets and liabilities in foreign currencies are retranslated at the rates of exchange ruling at the Balance Sheet
date. Foreign exchange differences on retranslation and settlement are recognised in the Income Statement.
Property, Fixtures and Fittings
Property, fixtures and fittings is stated at cost, net of depreciation and any provision for impairment. Cost includes expenditure that
is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset's carrying amount only when it is probable that future economic benefits associated with the
item will flow to the Company and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the Income
Statement in the period in which they are incurred.
Depreciation is provided on fixtures and fittings at a rate calculated to write off the cost or valuation, less estimated residual
value, of each asset on a straight-line basis over its expected useful life, estimated to be 4 years.
Property under development
All properties under development are initially recorded at cost, being the fair value of the consideration given plus expenditure that
is directly attributable to the acquisition of the properties including attributable borrowing costs.
Increases in the carrying amount arising on revaluation of property are credited to the revaluation reserve in equity. Decreases that
offset previous increases on the same asset are charged against the revaluation reserve directly in equity. All other decreases are charged
to the Income Statement.
Subsequent costs are included in the asset's carrying value only when it is probable that future economic benefits associated with the
items will flow to the Company and the cost of the item can be measured reliably.
Properties intended for sale
Properties intended for sale are classified under current assets and are stated at the lower of cost and net realisable value.
Cost comprises land cost and development costs including attributable borrowing costs and charges allocated during the development
period.
Cash and Cash Equivalents
Cash and cash equivalents are carried in the balance sheet at fair value. For the purposes of the cash flow statement, cash and cash
equivalents comprise cash at bank and in hand, including bank deposits with original maturities of three months or less. Bank overdrafts are
also included as they are an integral part of the Company's cash management.
Taxation
Current tax is the tax currently payable based on the taxable profit for the year.
Deferred tax is provided in full, using the liability method, on temporary differences between the carrying amounts of assets and
liabilities and their tax bases, except when, at the initial recognition of the asset or liability, there is no effect on accounting or
taxable profit or loss. Deferred tax is determined using tax rates and laws that have been substantially enacted by the Balance Sheet date,
and that are expected to apply when the temporary difference reverses.
Tax losses available to be carried forward, and other tax credits are recognised as deferred tax assets, to the extent that it is
probable that there will be future taxable profits against which the temporary differences can be utilised.
Changes in deferred tax assets or liabilities are recognised as a component of the tax expense in the Income Statement, except where
they relate to items that are charged or credited directly to equity (such as the revaluation of properties under development), in which
case the related deferred tax is also charged or credited directly to equity.
Share Capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the
proceeds.
Revenue Recognition
Revenue comprises the fair value of the consideration received or receivable by the Company for income arising in the ordinary course of
the Company's activities from its property interests, excluding VAT.
Borrowing Costs
The Company has adopted a policy of capitalising borrowing costs in respect of qualifying assets. Borrowing costs that are directly
attributable to the acquisition, construction or production of a qualifying asset shall be capitalised as part of the cost of that asset.
The amount of borrowing costs eligible for capitalisation is determined by calculating the weighted average of the borrowing costs
applicable to the qualifying asset that are outstanding during the period other than borrowings made specifically for the purposes of
obtaining a qualifying asset.
Financial Instruments
Financial instruments are classified and accounted for according to the substance of the contractual agreement, as either financial
assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets
of the company after deducting all of its liabilities.
Financial Risk Management and Financial Instruments
Financial Risk Factors
The Company's activities expose it to a variety of financial risks. The main risks are identified as being the availability of
sufficient liquidity to continue operations and risks associated directly with the value of the Company's property interests.
Liquidity Risk
The Company has borrowed to finance the acquisition and development of its sites. As is normal, Israel Discount Bank, which has provided
the finance to the Company, has reserved the right to demand repayment of all advances made by it to the Company at any time. The Directors
have a close relationship with the bank and keep them fully informed of all aspects of the Company's affairs so that they may negotiate any
funding required in advance.
Market and planning risk
The Company's primary activities involve the identification of and acquisition of land and property with the potential for significant
planning and development gains or substantial long term investment returns. As a result the Company is exposed to risks regarding market
fluctuations and failure to obtain relevant planning consents. Protection against this risk is achieved by the appointment of executive
directors with considerable experience and expertise in these areas.
Foreign Exchange Risk
The Company undertakes sale and purchase transactions denominated in foreign currencies. These currencies (primarily the US$) are
reasonably stable, and the risk is managed by maintaining bank accounts denominated in those currencies.
Credit Risk
Where debt finance is utilised, this is subject to pre-approval by the Board of Directors, and such approval is limited to financial
institutions with a proven track record. The amount of exposure to any individual counterparty is not a specified limit but is reassessed
annually by the Board.
Interest Rate Risk
The Company has both interest bearing assets and liabilities. Interest-bearing assets are only cash balances, all of which earn interest
at a fixed rate. The Company has a policy of maintaining debt at a fixed rate to ensure certainty of future interest cash flows. The
Directors will revisit the appropriateness of this policy should the Company's operations change in size or nature.
2. Auditors' Remuneration
2007
£000
Fees payable to the Company's auditor for the audit of the accounts 12
for the period
======
The fees paid to the auditors in respect of other services are as
follows
Corporate finance fees 13
Other fees 7
======
3. Property, Fixtures and Fittings
Property under Fixtures and fittings Total
development £000 £000
£000
Cost or valuation
Additions 23,546 12 23,558
Revaluation 27,354 - 27,354
------------ ----------- ------------
At 30 November 2007 50,900 12 50,912
----------- ---------- -----------
Depreciation
Charge for the period - 3 3
----------- ---------- -----------
At 30 November 2007 - 3 3
----------- ---------- -----------
Net Book Value
At 30 November 2007 50,900 9 50,909
======= ======= =======
The Company's land and buildings were last revalued as at 30 November 2007 by Savills (L&P) Limited, Chartered Surveyors and
independent valuers. Valuations were made on the basis of market value subject to and with benefit of an agreement to lease 1 million square
feet of industrial buildings. The revaluation surplus, net of applicable deferred tax, was credited to other reserves in shareholders'
equity.
A depreciation charge of £3,156 is included in administrative expenses in the Income Statement.
Included in additions to property under development is £987,760 interest relating to the finance costs directly attributable to
this asset. The property under development is at the stage where planning permission is being sought.
If land and buildings were stated on the historical cost basis, the amounts would be:
2007
£000
Cost 23,546
Accumulated depreciation -
-------------
Net Book Value 23,546
------------
Part of the total bank borrowings of £ 24,495,564 are secured against the property under development
noted above.
4. Deferred expenditure
Deferred expenditure of £3,698,175 represents a payment made to agents in China regarding the introduction to and negotiations with
Chinamex Middle Eastern Investment Trade Promotion Centre and Beijing SME Association. This led to the signing of a pre-lease agreement for
between 900,000 and 1,100,000 square feet of accommodation at Manston International Business Park. The payment will be released and charged
to the income statement against future rental income from this development.
5. Properties intended for sale
2007
£000
Properties intended for sale 11,600
-------------
11,600
========
Included in the figure above is £435,586 interest relating to the finance costs directly attributable to these assets. Part of the
total bank borrowings of £24,495,564 are secured against the properties intended for sale stated above.
6. Trade and Other Receivables
2007
£000
Trade receivables 8
Prepayments 8
VAT recoverable 27
Other receivables 15
----------
Total 58
----------
All of the Company's receivables are denominated in Pounds sterling.
7. Cash and Cash Equivalents
Cash, cash equivalents and bank overdrafts include the following for the purposes of the cash flow statement:
2007
£000
Cash at bank and in hand 324
---------
8. Called-Up Share Capital
Authorised 2007
£
50,000,000 Ordinary shares of 500,000
£0.01
-------------
Number Ordinary Share Total
of shares Shares Premium £000
('000) (£'000) (£'000)
At 6 July 2006 - - - -
Issue of shares for property 18,000 180 13,820 14,000
Proceeds from shares issued 3,000 30 1,245 1,275
net of costs
----------- ----------- ----------- -----------
At 30 November 2007 21,000 210 15,065 15,275
======= ======= ======= =======
At incorporation the Company's authorised share capital was 50,000 ordinary shares of £1 each. On 14 November 2006 it was resolved
that the authorised capital be increased by £450,000 to £500,000. It was then resolved that the Company's share be subdivided into 50
million ordinary shares of £0.01 each.
On 14 November 2006 18,000,000 ordinary shares of £0.01 each were issued to various individuals and companies in respect of
£14,000,000 invested for the purchase of the sites, credited as fully paid at Manston Business Park, Farthingloe Great Farm and Western
Heights, Dover. On 21 February 2007 the Company was floated on AIM and 3,000,000 shares were issued at a price of £0.50 per share. The
finance costs associated with the Company float on Aim totalling £225,560 have been allocated against the share premium account in equity.
9. Trade and Other Payables
2007
£000
Trade payables 265
Other payables 19
Social security and other taxes 10
Accrued expenses 701
--------
995
--------
10. Borrowings
2007
£000
Non-Current
Interest bearing loans and borrowings 24,496
-----------
24,496
=======
Bank borrowings are repayable on demand. However the bank has indicated their intention to make the facility available until 30 November
2009. The borrowings bear interest at LIBOR plus 2%.
Total bank borrowings of £24,495,564 are secured against the property under development and properties intended for sale.
11. Deferred Tax
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against
current tax liabilities and when the deferred taxes relate to the same fiscal authority. The amounts are:
2007
£000
Deferred tax assets:
- to be recovered after more than 12 months (700)
Deferred tax liabilities:
- to be recovered after more than 12 months 7,659
----------
Net deferred tax liability 6,959
----------
The gross movement on the deferred tax account is:
At 6 July 2006 -
Tax charged directly to equity 7,659
Income statement credit (700)
----------
At 30 November 2007 6,959
----------
Deferred tax assets Tax Total
Losses
£000 £000
At 6 July 2006 - -
Charged directly to income statement 700 700
-------- --------
At 30 November 2007 700 700
===== =====
Deferred tax liabilities Other Total
£000 £000
At 6 July 2006 - -
Charged directly to equity on revaluation of 7,659 7,659
properties
---------- ---------
At 30 November 2007 7,659 7,659
---------- ---------
12. Other Income
2007
£000
Rental income 36
----------
36
======
13. Expenses by Nature
2007
£000
Staff costs 277
Depreciation 3
Establishment expenses 128
Operating lease payments 30
Other costs 1,027
-----------
Total Expenses 1,465
=======
14. Employees
2007
£000
Staff Costs (including Directors)
Wages and salaries 257
Social security costs 20
----------
277
======
Average Number of Employees (including executive Directors) No.
Administrative 5
-------
5
=====
15. Directors' Remuneration
2007
£000
Emoluments 216
--------
216
======
Highest paid director 82
======
16. Finance Income and Costs
2007
£000
Interest expense - bank borrowings 117
---------
Finance Costs 117
Finance income - interest income on short-term bank deposits 15
---------
Net Finance Costs 102
======
17. Taxation
Analysis of Charge in Year 2007
£000
Current tax:
UK corporation tax on profits of the period -
Deferred taxation credit 700
--------
700
======
Factors affecting tax charge for period
The tax assessed for the period is the rate of corporation tax applicable in the UK of 28%.The differences are explained below:
2007
£000
(Loss) on ordinary activities before tax (1,531)
========
Loss on ordinary activities multiplied by applicable rate of 429
corporation tax applicable in the UK of 28%
Effects of
Permanent differences (8)
Capital allowances for period in excess of depreciation 3
Loan interest capitalised 276
Tax losses available to carry forward (700)
----------
Total tax charge for period £Nil
======
The weighted average applicable tax rate was 28%.
18. Loss per Share
Basic
Basic loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number
of ordinary shares in issue during the period.
2007
Loss attributable to equity holders of the Company £(831,000)
=======
Weighted average number of ordinary shares in issue 20,276,000
=======
Basic loss per share (pence per share) (4.10)p
=======
Diluted
Diluted loss per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume
conversion of all dilutive potential ordinary shares.
The company has no dilutive potential ordinary shares and therefore the weighted average number of ordinary shares in issue is the same
as for basic earnings per share calculation.
19. Related Party Transactions
During the period, the company paid the following amounts to related parties:
Administration fees of £24,500 to Summit Engineering Limited, a company of which K E Wills is a director and shareholder. Fees of
£3,829 remained outstanding at the period end.
Property maintenance costs of £104,185 to Commercial Group Contractors Limited, a company of which K E Wills is a director and
shareholder. Costs of £4,426 remained outstanding at the period end.
Fees for helicopter flights of £24,100 to Heli-Charter Limited, a company of which K E Wills is a director and shareholder. No
amounts were outstanding with this company at the period end.
Administration fees of £28,911 to Westmere Limited, a company of which C Seymour-Prosser is a director and shareholder. No amounts
were outstanding with this company at the period end.
Costs regarding promotional material of £21,326 to Pure Brilliance Limited, a company of which J A Wing is a director and
shareholder. No amounts were outstanding with this company at the period end.
A loan of £50,000 received from Omega Properties Limited, a significant shareholder of the Company. The loan is unsecured and
interest free. The amount outstanding at the period end was £14,365.
Details of related transactions with Directors and Companies associated with Directors are set above. Collectively these are being
treated as Related Party Transactions under AIM Rule 13. Accordingly, Messrs R C Bolton and B M Moritz being the Independent Directors
consider, having consulted with the Company's Nominated Adviser that the terms of the transactions are fair and reasonable insofar as the
Company's shareholders are concerned.
On 14 November 2006 the Company issued 6,061,039 ordinary shares fully paid to Omega Properties Limited, 6,061,039 ordinary
shares fully paid to Blenheim Limited and 1,550,723 shares fully paid to Heritage Building Limited in consideration for the procurement
of the three property sites.
The shares in Omega Properties Limited are registered in the name of F&A Services Limited, a company incorporated in Malta,
which holds them on a discretionary trust for a class of beneficiaries which includes Ken Wills, a director.
The shares in Blenheim Limited and Heritage Building Limited are registered in the name of F&A Services Limited, a company
incorporated in Malta which holds them on a Discretionary trust for a class of beneficiaries which includes Chris Seymour-Prosser, a
director.
All transactions were made on an arms length basis.
20. Events after the Balance Sheet Date
There have been no material adjusting or non-adjusting events to report since the year end.
21. Ultimate Controlling Party
The Company is controlled by F&A Services Limited, a company incorporated in Malta which holds the shares on a discretionary
trust for a class of beneficiaries which includes K E Wills and C Seymour- Prosser.
22. Commitments
£000
Property under development
Capital Commitments 248
=======
Notes to the announcement:
1. Copies of the Preliminary Audited Results are available from the Company's website as required by AIM Rule 26 which can be found at
www.cgpplc.com.
2. AIM Rule 13 - details of related transactions with Directors and Companies associated with Directors are set out in note 19, above.
Collectively these are being treated as Related Party Transactions under AIM Rule 13. Accordingly, Messes R C Bolton and B M Moritz being
the Independent Directors consider, having consulted with the Company's Nominated Adviser that the terms of the transactions are fair and
reasonable insofar as the Company's shareholders are concerned.
3. Copies of the Audited Results are expected to be posted to Shareholders on 29 May 2008.
4. The above financial information comprises non-statutory accounts within the meaning of section 240 of the Companies Act 1985. The
financial information for the year ended 30 November 2007 has been extracted from published accounts for the year ended November 2007 that
will be delivered to the Registrar of Companies and on which the report of the auditors was unqualified and did not contain statements under
s237 (2) or (3) of the Companies Act 1985.
5. The Company has also attached a Notice of Annual General Meeting (the "AGM") to the Report and Accounts and this is expected to be
sent to Shareholders on 29 May 2008. The AGM will take place on Thursday 26 June 2008 at 11.00 a.m.
For further information, please contact:
Commercial Group Properties PLC
Ken Wills +44 (0) 1843 860866
Beaumont Cornish Limited
Roland Cornish +44 (0) 20 7628 3396
Square1 Consulting Limited
David Bick/Mark Longson +44 (0) 20 7929 5599
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR BLGDUIUDGGID
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