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FPO First Property Group Plc

19.60
0.00 (0.00%)
25 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
First Property Group Plc LSE:FPO London Ordinary Share GB0004109889 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 19.60 19.20 20.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Real Estate Agents & Mgrs 7.25M 1.92M 0.0173 11.33 21.73M

First Property Group PLC Preliminary results (8755P)

23/06/2022 7:00am

UK Regulatory


TIDMFPO

RNS Number : 8755P

First Property Group PLC

23 June 2022

   On Behalf of:        First Property Group plc ("First Property", the "Company" or the "Group") 
   Embargoed:         0700hrs 

First Property Group plc

Preliminary results for the twelve months to 31 March 2022

First Property Group plc (AIM: FPO), the property fund manager and investor with operations in the United Kingdom and Central Europe, today announces its preliminary results for the twelve months ended 31 March 2022.

Highlights:

   --      Profit before tax of GBP7.08 million (2021: loss before tax of GBP5.09 million) 

-- Value of directly owned property at market value at 31 March 2022: GBP42.24 million (31 March 2021: GBP41.57 million)

   --      Net debt at 31 March 2022: GBP17.24 million (31 March 2021: GBP18.85 million) 

-- Market value of shares owned by the Group in FPAM managed funds (Investments and Associates) at 31 March 2022: GBP30.60 million (31 March 2021: GBP27.47 million)

   --      Cash reserves at 31 March 2022: GBP6.42 million (31 March 2021: GBP16.24 million) 
   --      One new fund established during the year, Fprop Fulcrum Property LP 
   --      Third party AUM at 31 March 2022: GBP516.5 million (31 March 2021: GBP527.2 million) 
   --      Total AUM at 31 March 2022: GBP559 million (31 March 2021: GBP569 million) 

-- Weighted average unexpired fund management contract term at 31 March 2022: 3 years, 3 months (31 March 2021: 3 years, 11 months)

   --      Final dividend of GBP0.25 pence per share (2021: GBPnil) 

Financial summary:

 
                                   Unaudited      Audited   Percentage 
                                     year to      year to       change 
                                    31 March     31 March 
                                        2022         2021 
--------------------------------  ----------  -----------  ----------- 
 Income Statement: 
---------------------------------------------------------------------- 
 Statutory profit/(loss) 
  before tax                        GBP7.08m   (GBP5.09m)       239.1% 
 Diluted earnings per share            6.01p      (6.59p)       191.2% 
 Total dividend per share              0.50p        0.45p        11.1% 
 Average EUR/GBP exchange 
  rate                                1.1754       1.1246            - 
 
 Balance Sheet at year end: 
---------------------------------------------------------------------- 
 Investment properties and 
  inventories at book value        GBP36.20m    GBP34.95m         3.6% 
 Investment properties and 
  inventories at market value      GBP42.24m    GBP41.57m         1.6% 
 
 Cash balances                      GBP6.42m    GBP16.24m      (60.5%) 
 Cash per share                        5.81p       14.71p      (60.5%) 
 
 Gross debt*                       GBP23.66m    GBP35.09m      (32.6%) 
 Net debt*                         GBP17.24m    GBP18.85m       (8.5%) 
 
 Gearing ratio at book value**        34.90%       48.82%            - 
 Gearing ratio at market 
  value***                            30.69%       42.05%            - 
 
 Net assets at book value          GBP44.14m    GBP36.79m        20.0% 
 Net assets at market value.       GBP53.43m    GBP48.36m        10.5% 
 Adjusted net assets per 
  share (EPRA basis)                  47.28p       42.80p        10.5% 
 
 Year-end EUR/GBP rate                1.1834       1.1739            - 
 
 
   * Debt comprises Financial Liabilities and Other Financial 
   Liabilities and excludes Lease Liabilities 
 **Gearing ratio = Gross debt excluding lease 
  liabilities divided by gross assets at book value. 
 ***Gearing ratio = Gross debt excluding lease 
  liabilities divided by gross assets at market 
  value. 
 
 
 

Commenting on the results, Ben Habib, Chief Executive of First Property Group plc, said:

"The year has seen a sharp turnaround in our fortunes, principally due to the restructuring of a finance lease secured against a property owned by the Group in Gdynia, Poland, which resulted in our debt liability being reduced by some GBP7.8 million.

"Our balance sheet remains strong with some GBP44 million of net assets. Of this some GBP6 million is in cash.

"The investment environment is volatile at present but with adversity comes opportunity and we are seeing some interesting market movements. Occupational demand is picking up from the lockdown induced lows which should result in a commensurate increase in the value of our properties."

A briefing for analysts will be held at 10:30hrs today via Investor Meet Company. To participate it is necessary to register at https://www.investormeetcompany.com/first-property-group-plc/register-investor and select to meet the Company. Those who have already registered and selected to meet the Company will be automatically invited. A copy of the accompanying investor presentation and a recording of the call will be posted on the Company's website.

For further information please contact:

 
 First Property Group plc                   Tel: +44 (20) 7340 
                                             0270 
 Ben Habib (Chief Executive Officer)        www.fprop.com 
  Laura James (Group Finance Director)       investor.relations@fprop.com 
  Jeremy Barkes (Director, Business 
  Development) 
 Jill Aubrey (Company Secretary) 
 Allenby Capital (NOMAD & Broker)           Tel: + 44 (0) 20 3328 
                                             5656 
 Nick Naylor / Freddie Wooding (Corporate 
  Finance) 
  Amrit Nehal (Equity Sales) 
 
 
 Newgate Communications (PR)            Tel: + 44 7540106366 
 Robin Tozer / Richard Bicknell / Max   firstproperty@secnewgate.co.uk 
  Richardson 
 

Notes to Investors and Editors :

First Property Group plc is an award-winning property fund manager and investor with operations in the United Kingdom and Central Europe. Its focus is on higher yielding commercial property with sustainable cash flows. The Company is flexible and takes an active approach to asset management. Its earnings are derived from:

-- Fund Management - via its FCA regulated and AIFMD approved subsidiary, First Property Asset Management Ltd ("FPAM"), which earns fees from investing for third parties in property. FPAM currently manages thirteen funds which are invested across the United Kingdom, Poland and Romania.

-- Group Properties - principal investments by the Group, to earn a return on its own capital, usually in partnership with third parties. Investments include seven directly held properties in Poland and Romania, and non-controlling interests in eleven of the thirteen funds.

Quoted on AIM, the Company has offices in London, Warsaw and Bucharest. Around one third of the shares in the Company are owned by management and their families. Further information about the Company and its properties can be found at: www.fprop.com .

CHIEF EXECUTIVE'S STATEMENT

Financial performance

I am pleased to report the Company's preliminary results for the year ended 31 March 2022.

Revenue earned during the year by the Group was GBP8.65 million (31 March 2021: GBP12.12 million) yielding a profit before tax of GBP7.08 million (31 March 2021: loss before tax of GBP5.09 million).

The reduction in revenue was mainly due to the expiry, in February 2021, of the lease at our office block in Gdynia, Poland, which resulted in a GBP3.20 million reduction in rental income from this property in the year.

Paradoxically the increase in profit before tax largely came from the same property, where a restructuring of the finance lease resulted in a reduction of EUR9.0 million (GBP7.81 million) in the amount owed to the lending bank (from EUR25.0 million to EUR16.0 million). As part of the transaction EUR4.0 million of this debt was settled by the Group, leaving a residual liability of EUR12.0 million to be paid by June 2024 on which no interest is payable.

The Group ended the year with net assets, excluding non-controlling interests, of GBP44.14 million (2021: GBP36.79 million), equating to 40.00 pence per share (2021: 33.33 pence per share). It is the accounting policy of the Group to carry its properties and interests in associates at the lower of cost or market value.

The net assets of the Group, when adjusted to their market value less any deferred tax liabilities (EPRA basis), was GBP53.43 million or 47.28 pence per share (31 March 2021: GBP48.36 million or 42.80 pence per share).

Gross debt at the year end reduced by 32.6% to GBP23.66 million (31 March 2021: GBP35.09 million). Net debt reduced to GBP17.24 million (31 March 2021: GBP18.85 million). This in turn reduced the Group's gearing ratio to 34.90% with properties at their book value (31 March 2021: 48.82%) and to 30.69% with properties at their market value (31 March 2021: 42.05%).

Group cash balances at the year-end stood at GBP6.42 million (31 March 2021: GBP16.24 million, 31 March 2020: GBP7.34 million), equivalent to 5.81 pence per share (31 March 2021: 14.71 pence per share, 31 March 2020: 6.65 pence per share). The reduction was mainly attributable to the payment of GBP3.43 million (EUR4 million) in part settlement of the debt secured on Gdynia and new investments of GBP3.63 million in two UK funds, Fprop UK Special Opportunities LP and Fprop Fulcrum Property LP. Other exceptional uses of cash included GBP1.93 million in respect of a rent guarantee granted over CH8, an office building in Warsaw, as a condition of its sale, and GBP1.76 million in capital expenditure, mainly to develop a mini supermarket in Wawer, a suburb of Warsaw.

Diluted net profit per share was 6.01 pence (2021: a diluted net loss of 6.59 pence).

Dividend

In view of the marked improvement in the Group's position since the Covid lockdown induced set-back, the Directors have resolved to pay a final dividend of 0.25 pence per share (2021: nil), which together with the interim dividend of 0.25 pence per share (2021: 0.45 pence per share), equates to a dividend for the year of 0.50 pence per share.

The proposed final dividend will be paid on 29 September 2022 to shareholders on the register at 26 August 2022 and is subject to shareholder approval at the forthcoming annual general meeting on 27 September 2022.

The full year's dividend is covered 12 times.

REVIEW OF OPERATIONS

PROPERTY FUND MANAGEMENT

Third party assets under management ended the year at GBP516.5 million (31 March 2021: GBP527.2 million). The decrease was attributable to sales of properties valued at some GBP32.7 million offset by purchases of properties worth some GBP10.0 million and an increase in the value of the remainder of the portfolio of some GBP12.0 million.

One new fund was raised during the year, Fprop Fulcrum Property LP, which had invested GBP10.0 million by year end, purchasing two properties in the UK. The fund is open ended and further subscriptions and investments are expected. Notices for redemptions may not be given before August 2024, with redemptions taking place 12 months after any such notices are served.

During the year two other funds managed by FPAM sold, for GBP39.2 million, eight properties in the UK which had been valued at GBP32.7 million.

One fund, Fprop Romanian Supermarkets Ltd, was closed during the year having earned an internal rate of return over its seven-year life of 42% per annum.

Fund management fees are generally levied monthly by reference to the value of properties. In the case of Fprop Offices LP, the Group is entitled to a share of total profits in lieu of fund management fees and to receive annual payments on account equivalent to 10% of total cumulative income profits and realised capital gains. These payments are adjusted annually, if necessary, for any overpayments made in previous years up to a maximum of total past cumulative payments received.

Revenue earned by this division increased by 19% to GBP4.04 million (2021: GBP3.39 million), resulting in profit before unallocated central overheads and tax increasing by 11% to GBP1.44 million (2021: GBP1.30 million). The increase was primarily due to an increase in performance fees to GBP578,000 (2021: GBP40,000) in the form of profit share earned from Fprop Offices LP.

At the year end fund management fee income, excluding performance fees and the profit share from Fprop Offices LP, was being earned at an annualised rate of GBP2.66 million (31 March 2021: GBP2.90 million).

The weighted average unexpired fund management contract term at the year-end was 3 years, 3 months (31 March 2021: 3 years, 11 months).

The reconciliation of movement in third party funds under management during the year is shown below:

 
                            Funds managed for third parties (including 
                              funds in which the Group is a minority 
                                           shareholder) 
----------------------  ------------------------------------------------- 
                                UK       CEE      Total            No. of 
                              GBPm      GBPm       GBPm        properties 
----------------------  ----------  --------  ---------  ---------------- 
 As at 1 April 2021          349.8     177.4      527.2                68 
----------------------  ----------  --------  ---------  ---------------- 
 Purchases                    10.0         -       10.0                 2 
 Property sa les            (32.7)         -     (32.7)               (8) 
 Capital expenditure           3.3       2.2        5.5                 - 
 Property revaluation         15.1     (7.3)        7.8                 - 
 FX revaluation                  -     (1.3)      (1.3)                 - 
----------------------  ----------  --------  ---------  ---------------- 
 As at 31 March 2022         345.5     171.0      516.5                62 
----------------------  ----------  --------  ---------  ---------------- 
 
 

An overview of the value of assets and maturity of each of the funds is set out below:

 
 Fund                      Country           Fund           Assets        No. of        % of total            Assets 
                     of investment         expiry            under    properties       third-party             under 
                                                        management                          assets        management 
                                                         at market                           under         at market 
                                                          value at                      management          value at 
                                                          31 March                                          31 March 
                                                              2022                                              2021 
----------------  ----------------  -------------  ---------------  ------------  ----------------  ---------------- 
                                                             GBPm.                                             GBPm. 
----------------------------------  ------------  ----------------  ------------  ----------------  ---------------- 
 SAM & DHOW              UK            Rolling                   *             *                 *                 * 
 5PT                   Poland          Dec 2022                7.7             3               1.5               7.7 
 OFFICES                 UK            Jun 2024              136.4             5              26.4             133.5 
 SIPS                    UK            Jan 2025              140.6            24              27.2             134.3 
 FOP                   Poland          Oct 2025               64.5             5              12.5              61.6 
 FRS                   Romania         Jan 2026                 **            **                **                ** 
 FGC                   Poland          Mar 2026               21.3             1               4.1              21.1 
 UK PPP                  UK            Jan 2027               41.5            12               8.0              64.8 
 SPEC OPPS               UK            Jan 2027               17.0             4               3.3              17.2 
 FKR                   Poland          Mar 2027               19.4             1               3.8              20.7 
 FCL                   Romania         Jun 2028                8.5             1               1.7               8.7 
 FPL                   Poland          Jun 2028               49.6             4               9.6              57.6 
 FULCRUM                 UK           Indefinite              10.0             2               1.9                 - 
----------------  ----------------  -------------  ---------------  ------------  ----------------  ---------------- 
 Total Third-Party 
  AUM                                                        516.5            62             100.0             527.2 
-------------------------------------------------  ---------------  ------------  ----------------  ---------------- 
 
 

* Not subject to recent revaluation.

** Fund closed during the year and in the process of being liquidated.

The sub sector weightings of investments by funds is set out in the table below:

 
                              UK   Poland   Romania    Total   % of Total 
------------------------  ------  -------  --------  -------  ----------- 
                           GBPm.    GBPm.     GBPm.    GBPm. 
------------------------  ------  -------  --------  -------  ----------- 
 Offices                   204.2     93.2       8.6    306.0         59.2 
 Retail warehousing         93.3        -         -     93.3         18.1 
 Supermarkets               48.0     17.9         -     65.9         12.8 
 Shopping centres              -     51.3         -     51.3          9.9 
 Industrial                    -        -         -        -            - 
------------------------  ------  -------  --------  -------  ----------- 
 Total                     345.5    162.4       8.6    516.5        100.0 
------------------------  ------  -------  --------  -------  ----------- 
 % of Total Third-Party 
  AUM                      66.9%    31.4%      1.7%   100.0% 
------------------------  ------  -------  --------  -------  ----------- 
 

GROUP PROPERTIES

Group Properties comprised seven directly owned commercial properties in Poland and Romania valued at GBP42.24 million (31 March 2021: seven valued at GBP41.57 million) and interests in eleven of the thirteen funds (classified as Associates and Investments) in which the Group's share is valued at GBP30.60 million (31 March 2021: GBP27.47 million).

The contribution to Group profit before tax and unallocated central overheads from this division was GBP8.60 million (2021: loss GBP5.14 million) representing 85.70% of Group profit before unallocated central overheads and tax. The increase was mainly driven by the restructuring of the finance lease secured against our office property in Gdynia, Poland, which resulted in the amount owed reducing by EUR9.00 million (GBP7.81 million), as previously described.

   1.     Directly owned Group Properties (all accounted for under the cost model): 

Two of the Group's seven directly owned properties account for 68% by market value (GBP28.84 million) of their total value. Both are office buildings in Poland of which one is in Warsaw (11,000 m(2) ) and the other in Gdynia (13,500 m(2) ). The other five properties, representing 32% by market value (GBP13.40 million), comprise three mini-supermarkets in Poland (one recently developed), an office block in Bucharest and a warehouse in Tureni, Romania.

 
 Country    Sector                 No. of     Book      Market        No. of   Market   *Contribution   *Contribution 
                               properties    value       value    properties    value        to Group        to Group 
                                    as at       as       as at         as at       as          profit          profit 
                                 31 March       at    31 March      31 March       at          before          before 
                                     2022       31        2022          2021       31             tax             tax 
                                             March                              March        31 March        31 March 
                                              2022                               2021            2022            2021 
---------  ----------------  ------------  -------  ----------  ------------  -------  --------------  -------------- 
                                             GBPm.       GBPm.                  GBPm.           GBPm.           GBPm. 
 Poland     Offices                     2    25.87       28.84             2    29.46          **8.14          (4.59) 
 Poland     Supermarkets                3     6.42        7.47             3     5.85         ***0.20           0. 12 
            Office 
 Romania     and logistics              2     3.92        5.93             2     6.26            0.37           0. 32 
 Total                                  7    36.21       42.24             7    41.57            8.71          (4.15) 
---------------------------  ------------  -------  ----------  ------------  -------  --------------  -------------- 
 

*Prior to the deduction of direct overhead and unallocated central overhead expenses.

**Includes EUR9.00 million (GBP7.81 million) debt reduction following restructuring of the finance lease at Gdynia.

***Of which two are let and the third is being redeveloped, scheduled for completion in FY2023.

The seven directly owned properties generated a profit before unallocated central overheads and tax of GBP7.48 million (31 March 2021: loss of GBP5.80 million). The increase was almost entirely attributable to the restructuring of the finance lease secured against the office block in Gdynia, as already described. This debt restructuring is the main explanation for the reduction in Group debt by 33% to GBP23.66 million (31 March 2021: GBP35.09 million. The loans secured against the seven properties are held in separate non-recourse special purpose vehicles.

Interest costs on the Group's debt amounted to GBP0.33 million (2021: GBP0.74 million) in the year. This equates to an average borrowing cost of 1.39% per annum when expressed as a percentage of total outstanding Group debt of GBP23.66 million, or 2.44% if the deferred consideration of EUR12.00 million (GBP10.14 million) in respect of the Group property in Gdynia, on which no interest is payable, is excluded.

Of the Group's interest-bearing loans, the interest rate is fixed on 25% (2021: 27%) and is floating on the balance of 75% (2021: 73%). A one percentage point increase in interest rates would impact the cost of the floating rate loans and would increase the Group's annual interest bill by GBP0.10 million per annum (2021: GBP0.31 million). The fixed rate loans expire in 2025 (GBP2.79 million) and 2029 (GBP0.62 million).

 
                                    31 March 2022   31 March 2021 
                                            GBPm.           GBPm. 
 Book value of directly owned 
  properties                                36.21           34.95 
 Market value of directly owned 
  properties                                42.24           41.57 
 Gross debt (all non-recourse 
  to Group)                                 23.66           35.09 
 LTV at book value                         65.34%         100.41% 
 LTV at market value                       56.01%          84.41% 
 Weighted average borrowing cost            1.39%           1.60% 
---------------------------------  --------------  -------------- 
 

The average vacancy rate across all seven properties is 35%. If the office property in Gdynia were to be excluded, due to its high level of vacancy, the vacancy rate would reduce to 5%. As announced on 13 May 2022, the property in Gdynia is now 20% let and we expect the new main tenant, the District Court in Gdynia, to attract other tenants to the building.

The weighted average unexpired lease term (WAULT) as at 31 March 2022 was 5 years, 7 months (2021: 4 years, 9 months).

   2.     Associates and Investments 

These comprise non-controlling interests in eleven of the thirteen funds managed by FPAM and are valued at GBP30.60 million (31 March 2021: GBP27.47 million). Of these, seven are accounted for as Associates and held at the lower of cost or fair value (the "cost model"), and four are accounted for as Investments in funds and held at fair value.

The contribution to Group profit before tax and unallocated central overheads from its seven Associates and four Investments increased by 71% to GBP1.12 million (31 March 2021: GBP0.66 million) mainly due to an increase in the value of the Group's 44% share in Fprop Opportunities plc (FOP).

Fprop Phoenix Ltd made a loss after tax of which the Group's share amounted to GBP0.62 million (2021: loss of GBP0.38 million). This is a turnaround investment which has been impacted by a combination of lockdowns and corresponding working from home, together with a near 50% increase in the supply of office space in Krakow since we first acquired the park out of administration in 2017. We have done much to improve the asset during our ownership: we have resolved legacy legal issues including obtaining clean title over parts which were deficient and upgraded the rental proposition to include first class amenities such as a creche, kindergarten, gym, sports ground, BBQ area and conference centre, amongst other things. However, it is 80% vacant and with a 16% office vacancy rate in Krakow, we expect it will take some time to lease up. We do however expect this investment to generate substantial profits in due course.

An overview of the Group's Associates and Investments is set out in the table below:

 
 Fund               % owned    Book value     Current        Group's         Group's 
                         by      of First      market          share           share 
                      First    Property's    value of    of post-tax     of post-tax 
                   Property      share in    holdings        profits         profits 
                      Group          fund                  earned by       earned by 
                                                                fund            fund 
                                                            31 March        31 March 
                                                                2022            2021 
---------------  ----------  ------------  ----------  -------------  -------------- 
                          %       GBP'000     GBP'000        GBP'000         GBP'000 
---------------  ----------  ------------  ----------  -------------  -------------- 
 a) Associates 
 5PT                   40.6         1,344       1,344             97             119 
 FRS                   24.1             -           -             47              50 
 FOP                   43.8        11,983      11.983          1,044             256 
 FGC                   28.2         2,700       2.826            221             179 
 FKR                   18.1         1,580       1,580           (12)             166 
 FPL                   23.4           913       4,619          (617)           (378) 
 FCL                   17.4           615         798             67              78 
---------------  ----------  ------------  ----------  -------------  -------------- 
 Sub Total                         19,135      23,150            847             470 
---------------------------  ------------  ----------  -------------  -------------- 
 
 
 b) Investments 
 UK PPP        0.9     431     431   100    54 
 FULCRUM       2.5     262     262     -     - 
 SPEC OPPS    11.1   4,754   4,754    23    34 
 OFFICES       1.6   1,998   1,998   148    97 
-----------  -----  ------  ------  ----  ---- 
 Sub Total           7,445   7,445   271   185 
------------------  ------  ------  ----  ---- 
 
 
 Total    26,580   30,595   1,118   655 
-------  -------  -------  ------  ---- 
 

Commercial Property Markets Outlook

Poland:

GDP is expected to grow by 4% in 2022. The annual rate of inflation reached 13.9% in May but is expected to moderate to around 6% in 2023. The National Bank of Poland has led interest rate rises in Europe, with its benchmark reference rate now standing at 6.0%. It has also indicated that it is closer to the end of its interest rate raising cycle than the beginning, and that it may start to reverse increases in interest rates by the end of 2023.

Investment demand for commercial property has abated but continued economic growth and an influx of refugees and businesses from Ukraine should sustain occupational demand. Meanwhile, the effects of inflation, in particular in the cost of building materials and labour (which far exceeds the general rate of inflation), should curtail new supply forcing rents to rise.

Rental values in Poland are contractually mostly linked to Eurozone inflation, which also offers protection from inflation as long as the economy remains buoyant.

Prime commercial yields generally range from 5-6% but may soften as interest rates rise.

United Kingdom:

The UK is forecast to fall into recession. Inflation is running at over 10% per annum. The Bank of England base interest rate is still low at 1.25%, having risen from 0.1% in December 2021. Further increases in interest rates are expected. The yield curve currently flattens out at just under 3%.

Investor demand for commercial property polarised during the lockdown induced lows, between those sectors which benefit from online trading and could operate during lockdowns, such as logistics and essential retailers, and other sectors such as offices, hotels and non-essential retailers which depend on physical trading. The disparity in valuations between sectors is still wide.

The values of offices have been adversely impacted by changing working habits. However, the supply of offices has also reduced due to conversions to alternative uses and a substantial increase in building costs. Any increase in tenant demand should therefore result in rental growth.

Current Trading and Prospects

The year has seen a sharp turnaround in our fortunes, principally due to the restructuring of a finance lease secured against a property owned by the Group in Gdynia, Poland, which resulted in our debt liability being reduced by some GBP7.8 million.

Our balance sheet remains strong with some GBP44 million of net assets. Of this some GBP6 million is in cash.

The investment environment is volatile at present but with adversity comes opportunity and we are seeing some interesting market movements. Occupational demand is picking up from the lockdown induced lows which should result in a commensurate increase in the value of our properties.

Ben Habib

Chief Executive

23 June 2022

FINANCE DIRECTOR'S REVIEW

Profit before tax for the year was GBP7.08 million (2021: loss before tax GBP5.09 million).

The results were dominated by an exceptional gain of EUR9.00 million (GBP7.81 million) from the restructuring in June 2021 of the finance lease secured against the Group's office block in Gdynia, Poland. The loss in the prior year was mainly due to the recognition of an impairment of GBP7.02 million in the value of this property following the expiry of the lease to its sole tenant.

The contribution from Associates and Investments increased to GBP1.12 million (2021: GBP0.65 million). The explanation for this increase is in the 'Share of results in associates' section below.

Group net assets excluding non-controlling interests increased by 20.0% to GBP44.14 million (31 March 2021: GBP36.79 million) mainly due to the reduction in borrowings which resulted from the restructuring of the finance lease at Gdynia.

Gross debt excluding IFRS 16 lease liabilities reduced to GBP23.66 million (31 March 2021: GBP35.09 million) mainly due to the restructuring of the finance lease at Gdynia . Of this GBP10.14 million is deferred consideration on which no interest is payable. Net debt excluding IFRS 16 lease liabilities reduced to GBP17.24 million (31 March 2021: GBP18.85 million).

GOING CONCERN

Information on our approach and the result of our assessment is included in note 1 of the Financial Statements.

INCOME STATEMENT

A review of the operating and financial performance of the two trading divisions are included in the Chief Executive's Statement.

Revenue and Gross Profit

Revenue for the year reduced by GBP3.47 million or 29% to GBP8.65 million (2021: GBP12.12 million) mainly due to the expiry in February 2021 of the sole lease at the Group's office block in Gdynia. The contribution to rental income from this property reduced by GBP3.20 million in the year.

Gross profit (revenue less the cost of sales) reduced by GBP2.27 million or 28.4% to GBP5.72 million (2021: GBP7.99 million) due mainly to the property in Gdynia making a loss of GBP0.56 million (2021: profit GBP2.85 million).

Performance fee income

Performance fees totalled GBP0.56 million (2021: GBP0.04 million) and were entirely attributable to Fprop Offices LP (2021: GBPnil). Accumulated income in respect of this fund amounts to GBP1.97 million (2021: GBP1.38 million), all of which is subject to clawback in the event of losses by the Limited Partnership.

Operating expenses

Operating expenses increased by GBP0.10 million or 1% to GBP7.46 million (2021: GBP7.36 million) .

Share of results in associates

The contribution from the Group's seven associates amounted to GBP0.85 million (2021: GBP0.47 million). The increase was mainly attributable to the Group's 44% share in Fprop Opportunities plc (FOP), which benefitted from an increase of GBP0.91 million in the fair value of the Group's interest (2021: decreased by GBP2.99 million).

Fprop Phoenix Ltd, in which the Group owns 23.4%, made a loss after tax of which the Group's share amounted to GBP0.62 million (2021: loss of GBP0.38 million).

Investment income (from other financial assets and investments)

Investment income from the Group's four investments in four (of the five) UK funds managed by FPAM increased by 42% to GBP0.27 million. (2021: GBP0.19 million).

Financing costs

Finance costs reduced to GBP0.33 million (2021: GBP0.74 million) mainly due to lower Group debt following restructuring of the financing of the property in Gdynia. All bank loans are denominated in Euros and all are used to finance properties valued in Euros.

Current tax

The current tax charged reduced marginally to GBP0.17 million (2021: GBP0.18 million).

The charge includes Polish and Romanian corporation tax where headline rates remain at 19% and 16% respectively.

STATEMENT OF FINANCIAL POSITION

Investment Properties and Property held as Inventory (all held using the cost model)

The Group has adopted the "cost model" of valuation whereby investment properties are accounted for at the lower of cost less accumulated depreciation and impairments or fair market value.

The book value of the Group's seven directly owned properties at the year-end was GBP36.20 million (31 March 2021: GBP34.95 million). Their fair market value was GBP42.24 million (31 March 2021: GBP41.57 million).

Capital expenditure incurred on the Group's seven directly owned properties amounted to GBP1.76 million (2021: GBP0.37 million).

Foreign exchange revaluations amounted to GBP0.32 million (2021: GBP2.52 million).

Borrowings

Bank and other borrowings reduced to GBP23.66 million (31 March 2021: GBP35.09 million) mainly due to the restructuring of a debt secured on our property in Gdynia, whereby a payment of EUR16.00 million was agreed to be made in final settlement of the debt of EUR25.00 million. Of this EUR4.00 million was paid during the year and the remaining EUR12.00 million was deferred, interest free, for payment by June 2024. The EUR9.00 million reduction in the face value of the loan from EUR25.00 million down to EUR16.00 million was credited to the Income Statement.

The ratio of debt to gross assets at their market value (the gearing ratio) reduced to 30.69% (31 March 2021: 42.05%).

All bank loans are denominated in Euros and are non-recourse to the Group's assets.

Deposits of EUR0.65 million (31 March 2021: EUR0.75million) are held by lending banks in respect of four bank loans (31 March 2021: five) as security for Debt Service Cover Ratio (DSCR) covenants, of which EUR62,000 (31 March 2021: EUR98,000) are accounted for as prepayments.

Trade and Other Receivables

Trade and other receivables decreased by 16% to GBP4.33 million (31 March 2021: GBP5.15 million) due to a reduction in a tenant deposit at the property in Gdynia, following the expiry of the lease to its former tenant.

Provisions

Provisions decreased to GBP0.92 million (31 March 2021: GBP2.08 million) and are entirely in respect of the guaranteed space at CH8, Warsaw. Payments of GBP1.93 million in respect of fit out and rent guarantee costs were made in the year. The reduction in the provision is due to some 73% of the office space which is subject to the guarantee having been leased, as announced by RNS on 23 September 2021. The provision represents our best estimate of the Group's remaining liability over the life of the rent guarantee (until April 2025).

Non-controlling Interests

The value of the Group's two non-controlling interests (10% of the share capital of Corp Sp. z o. o., the property management company to Blue Tower, Warsaw, and 23% of the share capital of E and S Estates Ltd, a fund invested in three properties in Poland) increased to GBP0.23 million (31 March 2021: GBP0.20 million).

Investment Revaluation Reserve

The investment revaluation reserve increased by GBP1.04 million to GBP0.68 million (2021: decreased by GBP0.36 million) mainly due to an increase of GBP0.90 million in the value of the Group's investment in Fprop UK Special Opportunities LP. In addition, the value of the Group's share in the other investments increased by GBP0.14 million of which the largest increase is in UK PPP LP, which increased by GBP0.10 million.

Foreign Exchange Translation Reserve

A weakening of the Polish Zloty against Sterling to PLN/ GBP 5.4868 (31 March 2021: PLN/ GBP 5.4443) resulted in the deficit in the foreign exchange translation reserve increasing to GBP3.30 million (31 March 2021: GBP3.11 million).

CASH and CASH FLOW

The Group's cash balance reduced to GBP6.42 million (31 March 2021: GBP16.24 million: 31 March 2020 GBP7.34 million) mainly as a result of investing and financing activities.

Net cash flow by activity in the year was:

   --      Operating activities: -GBP1.44 million (2021: GBP38.73 million) 
   --      Investing activities: -GBP4.27 million (2021: GBP1.05 million) 
   --      Financing activities: -GBP4.08 million (2021: -GBP30.66 million) 
   --      Currency translation: loss of -GBP0.03 million (2021: loss of -GBP0.21 million) 
   --      Net cash flow: -GBP9.82 million (2021: GBP8.91 million) 

The significant cash outflows in the year were:

-- GBP3.63 million: Investment in two UK funds (Fprop Special Opportunities LP and Fprop Fulcrum Property LP).

   --      GBP3.43 million (EUR4 million): Debt restructuring at Group property in Gdynia; 

-- GBP1.76 million: Capital expenditure, mainly at one of the Group's mini supermarkets held in the consolidated entity, E and S Estates Sp. z o.o.;

   --      GBP1.30 million: Scheduled bank loan repayments; 
   --      GBP 0.28 million: Interim dividend. 

Significant cash inflows in the year included:

-- GBP1.29 million: Refinancing of the bank loan secured against the Group's two directly owned properties in Romania;

-- GBP1.08 million: Partial repayment of shareholder loan by FOP and payment of corresponding interest;

Laura James

Group Finance Director

CONSOLIDATED INCOME STATEMENT

for the year ended 31 March 2022

 
                                                         Year ended       Year ended 
                                                           31 March         31 March 
                                                               2022             2021 
                                             Notes 
                                                      Total results    Total results 
                                                            GBP'000          GBP'000 
----------------------------------------  --------  ---------------  --------------- 
 Revenue                                         2            8,645           12,119 
 Cost of sales                                              (2,928)          (4,128) 
----------------------------------------  --------  ---------------  --------------- 
 Gross profit                                                 5,717            7,991 
 Debt reduction following restructuring 
  of finance lease                               3            7,809                - 
 Profit on sale of an investment 
  property                                                        -              161 
 Recycled foreign exchange gain                                   -            1,163 
 Impairment loss to an investment 
  property                                       7                -          (7,023) 
 Operating expenses                                         (7,464)          (7,363) 
----------------------------------------  --------  ---------------  --------------- 
 Operating profit/ (loss)                                     6,062          (5,071) 
----------------------------------------  --------  ---------------  --------------- 
 Share of associates' (loss)/profit 
  after tax                                      9             (29)            3,467 
 Share of associates' revaluation 
  gains/ (losses)                                9              876          (2,997) 
 Investment income                                              271              185 
 Interest income                                 4              230               67 
 Interest expense                                4            (330)            (740) 
----------------------------------------  --------  ---------------  --------------- 
 Profit/ (loss) before tax                                    7,080          (5,089) 
 Tax charge                                      5            (245)          (2,312) 
----------------------------------------  --------  ---------------  --------------- 
 Profit/ (loss) for the year                                  6,835          (7,401) 
----------------------------------------  --------  ---------------  --------------- 
 
 Attributable to: 
 Owners of the parent                                         6,779          (7,449) 
 Non-controlling interests                                       56               48 
----------------------------------------  --------  ---------------  --------------- 
                                                              6,835          (7,401) 
----------------------------------------  --------  ---------------  --------------- 
 
   Earnings/ (loss) per share: 
 Basic                                           6            6.14p          (6.75p) 
 Diluted                                         6            6.01p          (6.59p) 
----------------------------------------  --------  ---------------  --------------- 
 

All operations are continuing.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 March 2022

 
                                              Year ended    Year ended 
                                                31 March      31 March 
                                                    2022    2021 Total 
                                           Total results       results 
                                                 GBP'000       GBP'000 
 Profit/ (loss) for the year                       6,835       (7,401) 
---------------------------------------  ---------------  ------------ 
 Other comprehensive income 
  Items that may subsequently be 
  reclassified to profit or loss 
 Exchange differences on retranslation 
  of foreign subsidiaries                          (189)         (685) 
 Foreign exchange profit recycled 
  to the Income Statement                              -       (1,163) 
 Net profit/ (loss) on financial 
  assets at fair value through other 
  comprehensive income                             1,039         (119) 
 Taxation                                              -             - 
---------------------------------------  ---------------  ------------ 
 Total comprehensive income for 
  the year                                         7,685       (9,368) 
 
 Total comprehensive income for 
  the year attributable to: 
 Owners of the parent                              7,623       (9,440) 
 Non-controlling interests                            62            72 
---------------------------------------  ---------------  ------------ 
                                                   7,685       (9,368) 
---------------------------------------  ---------------  ------------ 
 

All operations are continuing.

STATEMENT OF FINANCIAL POSITION

First Property Group plc

Registered No. 02967020

As at 31 March 2022

 
                                               2022       2021 
                                   Notes      Group      Group 
                                            GBP'000    GBP'000 
------------------------------  --------  ---------  --------- 
 Non-current assets 
 Investment properties                 7     23,849     22,456 
 Right of use assets                   8      1,018        686 
 Property, plant and 
  equipment                                     128        157 
 Investment in Group                              -          - 
  undertakings 
 Investment in associates              9     19,135     18,577 
 Other financial assets 
  at fair value through 
  OCI                                  9      7,445      3,061 
 Other receivables                    13         95        487 
 Goodwill                             10        153        153 
 Deferred tax assets                  11      1,599      1,518 
------------------------------  --------  ---------  --------- 
 Total non-current assets                    53,422     47,095 
------------------------------  --------  ---------  --------- 
 
 Current assets 
 Inventories - land and 
  buildings                           12     12,352     12,494 
 Current tax assets                              14        296 
 Right of use assets                   8        446          - 
 Trade and other receivables          13      4,329      5,149 
 Cash and cash equivalents                    6,419     16,244 
------------------------------  --------  ---------  --------- 
 Total current assets                        23,560     34,183 
------------------------------  --------  ---------  --------- 
 
 Current liabilities 
 Trade and other payables             14    (3,388)    (3,447) 
 Provisions                           15      (922)    (2,076) 
 Lease Liabilities                     8      (410)          - 
 Financial liabilities                16    (4,212)   (22,637) 
 Current tax liabilities                       (20)       (12) 
------------------------------  --------  ---------  --------- 
 Total current liabilities                  (8,952)   (28,172) 
------------------------------  --------  ---------  --------- 
 Net current assets                          14,608      6,011 
------------------------------  --------  ---------  --------- 
 Total assets less current 
  liabilities                                68,030     53,106 
------------------------------  --------  ---------  --------- 
 
 Non-current liabilities 
 Financial liabilities                16    (9,309)   (12,457) 
 Other financial liabilities          17   (10,141)          - 
 Lease Liabilities                     8    (1,098)      (686) 
 Deferred tax liabilities             11    (3,112)    (2,974) 
------------------------------  --------  ---------  --------- 
 Net assets                                  44,370     36,989 
------------------------------  --------  ---------  --------- 
 
 Equity 
 Called up share capital                      1,166      1,166 
 Share premium                                5,791      5,791 
 Share-based payment 
  reserve                                       179        179 
 Foreign exchange translation 
  reserve                                   (3,297)    (3,108) 
 Purchase of own shares 
  reserve                                   (2,653)    (2,653) 
 Investment revaluation 
  reserve                                       684      (355) 
 Retained earnings                           42,271     35,768 
------------------------------  --------  ---------  --------- 
 Equity attributable 
  to the owners of the 
  parent                                     44,141     36,788 
 Non-controlling interests                      229        201 
------------------------------  --------  ---------  --------- 
 Total equity                                44,370     36,989 
------------------------------  --------  ---------  --------- 
 
 Net assets per share                  6     40.00p     33.33p 
------------------------------  --------  ---------  --------- 
 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 March 2022

 
 Group                Share     Share   Share-based       Foreign   Purchase    Investment   Retained   Non-controlling     Total 
                    capital   premium       payment      exchange     of own   revaluation   earnings         interests 
                                            reserve   translation     shares       reserve 
                                                          reserve 
                    GBP'000   GBP'000       GBP'000       GBP'000    GBP'000       GBP'000    GBP'000           GBP'000   GBP'000 
-----------------  --------  --------  ------------  ------------  ---------  ------------  ---------  ----------------  -------- 
 At 1 April 
  2021                1,166     5,791           179       (3,108)    (2,653)         (355)     35,768               201    36,989 
 Profit for 
  the year                -         -             -             -          -             -      6,835                 -     6,835 
 Net profit 
  on financial 
  assets at 
  fair value 
  through other 
  comprehensive 
  income                  -         -             -             -          -         1,039          -                 -     1,039 
 Exchange 
  differences 
  arising on 
  translation 
  of foreign 
  subsidiaries            -         -             -         (189)          -             -          -                 6     (183) 
 Foreign exchange         -         -             -             -          -             -          -                 -         - 
  profit recycled 
  to the Income 
  Statement 
-----------------  --------  --------  ------------  ------------  ---------  ------------  ---------  ----------------  -------- 
 Total 
  comprehensive 
  income                  -         -             -         (189)          -         1,039      6,835                 6     7,691 
 Sale of treasury         -         -             -             -          -             -          -                 -         - 
  shares 
 Purchase of              -         -             -             -          -             -          -                 -         - 
  treasury shares 
 Exercise of              -         -             -             -          -             -          -                 -         - 
  Share Options 
 Non-controlling 
  interests               -         -             -             -          -             -       (56)                56         - 
 Dividends 
  paid                    -         -             -             -          -             -      (276)              (34)     (310) 
-----------------  --------  --------  ------------  ------------  ---------  ------------  ---------  ----------------  -------- 
 At 31 March 
  2022                1,166     5,791           179       (3,297)    (2,653)           684     42,271               229    44,370 
-----------------  --------  --------  ------------  ------------  ---------  ------------  ---------  ----------------  -------- 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 March 2021

 
 Group                Share     Share   Share-based       Foreign   Purchase    Investment   Retained   Non-controlling     Total 
                    capital   premium       payment      exchange     of own   revaluation   earnings         interests 
                                            reserve   translation     shares       reserve 
                                                          reserve 
                    GBP'000   GBP'000       GBP'000       GBP'000    GBP'000       GBP'000    GBP'000           GBP'000   GBP'000 
-----------------  --------  --------  ------------  ------------  ---------  ------------  ---------  ----------------  -------- 
 At 1 April 
  2020                1,166     5,791           179       (1,260)    (2,653)         (236)     45,060               157    48,204 
 Loss for the 
  year                    -         -             -             -          -             -    (7,401)                 -   (7,401) 
 Net (loss) 
  on financial 
  assets at 
  fair value 
  through other 
  comprehensive 
  income                  -         -             -             -          -         (119)          -                 -     (119) 
 Exchange 
  differences 
  arising on 
  translation 
  of foreign 
  subsidiaries            -         -             -         (685)          -             -          -                24     (661) 
 Foreign exchange 
  profit recycled 
  to the Income 
  Statement               -         -             -       (1,163)          -             -          -                 -   (1,163) 
-----------------  --------  --------  ------------  ------------  ---------  ------------  ---------  ----------------  -------- 
 Total 
  comprehensive 
  income                  -         -             -       (1,848)          -         (119)    (7,401)                24   (9,344) 
 Sale of treasury         -         -             -             -          -             -          -                 -         - 
  shares 
 Purchase of              -         -             -             -          -             -          -                 -         - 
  treasury shares 
 Exercise of              -         -             -             -          -             -          -                 -         - 
  Share Options 
 Non-controlling 
  interests               -         -             -             -          -             -       (48)                48         - 
 Dividends 
  paid                    -         -             -             -          -             -    (1,843)              (28)   (1,871) 
-----------------  --------  --------  ------------  ------------  ---------  ------------  ---------  ----------------  -------- 
 At 31 March 
  2021                1,166     5,791           179       (3,108)    (2,653)         (355)     35,768               201    36,989 
-----------------  --------  --------  ------------  ------------  ---------  ------------  ---------  ----------------  -------- 
 

Foreign Exchange Translation Reserve

The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign Group companies. This reserve is non distributable.

Share Based Payment Reserve

The Group grants certain of its employees' rights to its equity instruments as part of its share-based payment incentive plans. The value of these rights has been charged to the Income Statement and has been credited to the share-based payment reserve (which is a distributable reserve).

Purchase of Own Ordinary Shares

The cost of the Company's Ordinary Shares purchased by the Company for treasury purposes is held in this reserve. The reserve is non distributable.

Investment Revaluation Reserve

The change in fair value of the Group's financial assets measured at fair value through Other Comprehensive Income is held in this reserve and is non distributable.

CASH FLOW STATEMENTS

for the year ended 31 March 2022

 
                                                       2022       2021 
                                           Notes      Group      Group 
                                                    GBP'000    GBP'000 
----------------------------------------  ------  ---------  --------- 
 Cash flows from operating activities 
 Operating profit/(loss)                              6,062    (5,071) 
 Adjustments for: 
 Depreciation of investment property 
  and property, plant & equipment                        90      1,362 
 Debt reduction following restructuring 
  of finance lease                             3    (7,809)          - 
 Profit on the sale of investment 
  property                                                -      (161) 
 Loss on the sale of inventory                            -        217 
 Impairment loss on an investment 
  property                                                -      7,023 
 Decrease/(increase) in inventories                      38      (129) 
 Decrease/ (increase) in trade 
  and other receivables                               1,208     38,858 
 (Decrease)/ increase in trade 
  and other payables                                (1,213)    (2,607) 
 Other non-cash adjustments                              65      (126) 
----------------------------------------  ------  ---------  --------- 
 Cash generated from operations                     (1,559)     39,366 
----------------------------------------  ------  ---------  --------- 
 Taxes paid                                             118      (640) 
----------------------------------------  ------  ---------  --------- 
 Net cash flow from operating 
  activities                                        (1,441)     38,726 
----------------------------------------  ------  ---------  --------- 
 
 Cash flow (used in)/ from investing 
  activities 
 Capital expenditure on investment 
  properties                                   7    (1,642)      (160) 
 Proceeds from partial disposal                           -          - 
  of financial assets held at fair 
  value through Other Comprehensive 
  Income 
 Purchase of property, plant & 
  equipment                                    2       (33)      (134) 
 Proceeds from the sale of investment 
  property                                                -      1,505 
 Investment in shares of new associates                   -      (605) 
 Investment in funds                         9b)    (3,633)          - 
 Proceeds from funds                         9b)        290          - 
 Proceeds from investments in 
  associates                                 9a)         48        172 
 Interest received                                      187         67 
 Dividends from associates                   9a)        241         24 
 Distributions received                                 266        179 
----------------------------------------  ------  ---------  --------- 
 Net cash flow (used in)/ from 
  investing activities                              (4,276)      1,048 
----------------------------------------  ------  ---------  --------- 
 
 Cash flow (used in)/ from financing 
  activities 
----------------------------------------  ------  ---------  --------- 
 Proceeds from bank loan                              1,289          - 
 Repayment of bank loans                            (1,297)   (25,077) 
 Repayment of finance lease                         (3,434)    (2,970) 
 Sale of shares held in treasury                          -          - 
 Purchase of new treasury shares                          -          - 
 Exercise of share options                                -          - 
 Interest paid                                 4      (330)      (740) 
 Dividends paid                                       (276)    (1,843) 
 Dividends paid to non-controlling 
  interests                                            (34)       (28) 
----------------------------------------  ------  ---------  --------- 
 Net cash flow (used in)/ from 
  financing activities                              (4,082)   (30,658) 
 
 Net (decrease)/increase in cash 
  and cash equivalents                              (9,799)      9,116 
----------------------------------------  ------  ---------  --------- 
 Cash and cash equivalents at 
  the beginning of the year                          16,244      7,337 
----------------------------------------  ------  ---------  --------- 
 Currency translation (losses) 
  on cash and cash equivalents                         (26)      (209) 
----------------------------------------  ------  ---------  --------- 
 Cash and cash equivalents at 
  the year end                                        6,419     16,244 
----------------------------------------  ------  ---------  --------- 
 

Basis of Preparation

These preliminary financial statements have not been audited and are derived from the statutory accounts within the meaning of section 434 of the Companies Act 2006. They have been prepared in accordance with the Group's accounting policies that will be applied in the Group's annual financial statements for the year ended 31 March 2022. The policies have been consistently applied to all years presented unless otherwise stated below. These accounting policies are drawn up in accordance with UK-adopted International Accounting Standards ('IFRS'). Whilst the financial information included in this preliminary statement has been prepared in accordance with IFRS, this announcement does not itself contain sufficient information to fully comply with IFRS. The comparative figures for the financial year ended 31 March 2021 are not the statutory accounts for the financial year but are derived from those accounts prepared under IFRS which have been reported on by the Group's auditors and delivered to the Registrar of Companies. The report of the auditors was unqualified, did not include references to any matter to which the auditors drew attention by way of emphasis without qualifying their report and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

Going Concern

In a financial year impacted by COVID-19 and the economic adversity brought about by governments' policy responses to it, the Directors have carried out an analysis to support their view that the Group is a going concern and under which basis these financial statements have been prepared.

Analysis and scenario testing, was carried out on the Group's main divisional income streams, being asset management fees from the asset management division, rental income from its seven directly owned group properties and cash returns from its associates and investments.

   a)    Asset Management Fee Income 

Asset management fee income is primarily derived from its UK funds (53%), four of which are limited partnerships whose limited partners are a mix of pension funds and registered charities.

With one exception, fees are invoiced monthly and are calculated based on a percentage of the latest valuation, which for the UK funds is performed quarterly. In the one fund from which fees are not levied by reference to the properties valuation (Fprop Offices LP) a 7% decrease in property values in this fund would trigger a clawback of a proportion of the fees received. A 27% decrease would trigger the maximum clawback of fees recognised to date of GBP1.97 million.

In the two UK funds with borrowing there is headroom of 14% on current property values within the LTV covenant agreed with the lenders. The Directors believe all funds have access to adequate resources to remedy the remote possibility of any loan covenant breaches.

Asset management fees on the Group's Polish and Romanian managed funds are also levied as a percentage of funds under management, with reference to the most recent valuations, again with one exception where the fee is fixed (Fprop Phoenix Ltd). These funds are set up under the ownership of a UK limited company which in turn owns the company domiciled in the country that owns the property. Each of these local companies has borrowing secured on the property and is therefore ring fenced from the Group.

The longevity of this asset management fee income is determined by the fund's life which is fixed by agreement when each fund is first established. The weighted average unexpired fund management contract term is 3 years, 3 months.

   b)    Rental Income from Group Properties 

All seven Group Properties are located in Poland or Romania. These properties consist of three office blocks, a logistics warehouse, two mini-supermarkets and one plot of land currently under development into a mini-supermarket. All were independently valued on 31 March 2022 at GBP42.24 million (31 March 2021: GBP41.57 million).

The rental income has been reviewed and evaluated and no significant falls in collection rates are expected. The tenants are of good quality, as proven by excellent cash collection rates through and after the lockdown periods. Any renegotiation of rental payment terms that have been agreed are reflected in the analysis. Exposure to non-food retailers is very limited.

The property in Gdynia, Poland, was 97% vacant at 31 March 2022. As at 23 June 2022 it was 20% let however it could be a couple of years before this property again yields a significant income.

   c)     Income from Associates and Investments 

Analysis was also conducted on the returns from the Group's investment in its seven Associates. All funds invested in Poland and Romania have temporarily suspended distributions to shareholders and consequently no income for the Group was assumed from this source for the purposes of this test. All bank loan covenants were reviewed and tested against future decreases in valuation and net operating income.

Dividend income from the Group's UK investments was also stress tested and found not to have a significant impact.

Going Concern Statement

Based on the results of the analysis conducted as outlined above the Board believes that the Group has the ability to continue its business for at least twelve months from the date of approval of the financial statements and therefore has adopted the going concern basis in the preparation of this financial information.

New Standards and Interpretations

These preliminary financial statements have not been audited and are derived from the statutory accounts within the meaning of section 434 of the Companies Act 2006. They have been prepared in accordance with the Group's accounting policies that will be applied in the Group's annual financial statements for the year ended 31 March 2022. On 31 December 2020, IFRS as adopted by the European Union at that date was brought into UK law and became UK-adopted International Accounting Standards, with future changes being subject to endorsement by the UK Endorsement Board. The Group transitioned to UK-adopted International Accounting Standards in its consolidated financial statements on 1 April 2022. This change constitutes a change in accounting framework however, there is no impact on recognition, measurement or disclosure.

The financial statements have been prepared in accordance with UK-adopted International Accounting Standards, (the 'applicable framework'), and have been prepared in accordance with the provisions of the Companies Act 2006 (the 'applicable legal requirements'). The policies have been consistently applied to all years presented unless otherwise stated below. Whilst the financial information included in this preliminary statement has been prepared in accordance with IFRS, this announcement does not itself contain sufficient information to fully comply with IFRS. The comparative figures for the financial year ended 31 March 2021 are not the statutory accounts for the financial year but are derived from those accounts prepared under IFRS which have been reported on by the Group's auditors and delivered to the Registrar of Companies. The report of the auditors was unqualified, did not include references to any matter to which the auditors drew attention by way of emphasis without qualifying their report and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

New standards impacting the Group have been adopted in the preliminary financial statements for the year ended 31 March 2022. These have given rise to the following changes in the Group's accounting policies, which have not had a material impact on the financial statements for the year ending 31 March 2022:

   --      IFRS 16 (amended) - Covid-19-related Rent Concessions; 

-- IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 (amended) - Interest Rate Benchmark Reform - Phase 2.

The Group has not adopted any new IFRSs that are issued but not yet effective and it does not expect any of these changes to impact the group.

These preliminary financial statements were approved by the Board of Directors on 22 June 2022.

   1.             Revenue 

Revenue from continuing operations consists of revenue arising in the United Kingdom 27% (2021: 20%), Poland 59% (2021: 71%) and Romania 14% (2021: 9%). All revenue relates solely to the Group's principal activities.

   2.             Segment Reporting 2022 
 
                                               Fund                                 Group Properties 
                                         Management                                         Division 
                                           Division 
                                                                                                      --------------------------------------------- 
                                           Property                   Group               Associates              Unallocated                 Total 
                                               fund              properties                      and                  central 
                                         management                                      investments                overheads 
                                                                                                      -----------------------  -------------------- 
                                            GBP'000                 GBP'000                  GBP'000                  GBP'000               GBP'000 
---------------------------  ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Rental income                         -                   2,926                        -                        -                 2,926 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Service charge 
             income                               -                   1,678                        -                        -                 1,678 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Sale of a                             -                       -                        -                        -                     - 
            property 
            held in 
            inventory 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Asset 
             management 
             fees                             3,463                       -                        -                        -                 3,463 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Performance 
             related 
             fee income                         578                       -                        -                        -                   578 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Total revenue                     4,041                   4,604                        -                        -                 8,645 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
 
            Depreciation 
             and 
             amortisation                      (36)                    (24)                        -                        -                  (60) 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
 
            Operating 
             profit                           1,437                   7,781                        -                  (3,156)                 6,062 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Share of 
             results 
             in associates                        -                       -                     (29)                        -                  (29) 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Fair value 
             adjustment 
             on associates                        -                       -                      876                        -                   876 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Investment 
             income                               -                       -                      271                        -                   271 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Interest income                       -                      29                        -                      201                   230 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Interest 
             payable                              -                   (330)                        -                        -                 (330) 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Profit/(loss) 
             before 
             tax                              1,437                   7,480                    1,118                  (2,955)                 7,080 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
 
            Analysed as: 
            Underlying 
             profit/(loss) 
             before tax 
             before 
             adjusting for 
             the 
             following 
             items:                           1,182                     401                      242                  (1,449)                   376 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Provision in 
             respect 
             of rent 
             guarantee                            -                   (629)                        -                        -                 (629) 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Debt reduction 
             following 
             restructuring 
             of 
             finance lease                        -                   7,809                        -                        -                 7,809 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Interest 
             received 
             on loan to FOP 
             @12%                                 -                     202                        -                        -                   202 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Fair value 
             adjustment 
             on associates                        -                       -                      876                        -                   876 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Performance 
             related 
             fee income                         578                       -                        -                        -                   578 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Staff 
             incentives                       (305)                   (251)                        -                  (1,472)               (2,028) 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Realised 
             foreign 
             currency 
             (losses)/gains                    (18)                    (52)                        -                       34                 (104) 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Total                             1,437                   7,480                    1,118                  (2,955)                 7,080 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
 
            Assets - Group                      891                  44,693                    7,445                    4,818                57,847 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Share of net 
             assets 
             of associates                        -                                           19,135                        -                19,135 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Liabilities                       (143)                (31,922)                        -                    (547)              (32,612) 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Net assets                          748                  12,771                   26,580                    4,271                44,370 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
 
            Additions to non-current assets 
            Property, plant 
             and 
             equipment                            5                      28                                                                      33 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Investment 
             properties                           -                   1,642                        -                        -                 1,642 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Trading stock                         -                     119                        -                        -                   119 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
 

Segment Reporting 2021

 
                                               Fund                                 Group Properties 
                                         Management                                         Division 
                                           Division 
                                                                                                      --------------------------------------------- 
                                           Property                   Group               Associates              Unallocated                 Total 
                                               fund              properties                      and                  central 
                                         management                                      investments                overheads 
                                                                                                      -----------------------  -------------------- 
                                            GBP'000                 GBP'000                  GBP'000                  GBP'000               GBP'000 
---------------------------  ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Rental income                         -                   6,087                        -                        -                 6,087 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Service charge 
             income                               -                   1,544                        -                        -                 1,544 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Sale of a 
             property 
             held in 
             inventory                            -                   1,103                        -                        -                 1,103 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Asset 
             management 
             fees                             3,345                       -                        -                        -                 3,345 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Performance 
             related 
             fee income                          40                       -                        -                        -                    40 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Total revenue                     3,385                   8,734                        -                        -                12,119 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
 
            Depreciation 
             and 
             amortisation                      (21)                 (1,425)                        -                        -               (1,446) 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
 
            Operating 
             profit                           1,304                 (5,090)                        -                  (1,285)               (5,071) 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Share of 
             results 
             in associates                        -                       -                    3,467                        -                 3,467 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Fair value 
             adjustment 
             on associates                        -                       -                  (2,997)                        -               (2,997) 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Investment 
             income                               -                       -                      185                        -                   185 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Interest income                       -                      31                        -                       36                    67 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Interest 
             payable                              -                   (740)                        -                        -                 (740) 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Profit/(loss) 
             before 
             tax                              1,304                 (5,799)                      655                  (1,249)               (5,089) 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
 
            Analysed as: 
            Underlying 
             profit/(loss) 
             before tax 
             before 
             adjusting for 
             the 
             following 
             items:                           1,294                   3,023                    1,472                  (1,213)                 4,576 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Provision in 
             respect 
             of rent 
             guarantee                            -                 (1,030)                        -                        -               (1,030) 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Profit on the 
             sale 
             of a Group 
             Property                             -                     161                        -                        -                   161 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Loss on the 
             sale 
             of a Group 
             Property 
             held in 
             inventory                            -                   (217)                        -                        -                 (217) 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Impairment to 
             investment 
             property                             -                 (7,023)                        -                        -               (7,023) 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            One-off 
             additional 
             income from 
             our 
             share of an 
             associate 
             (FOP)                                -                       -                    2,180                        -                 2,180 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Fair value 
             adjustment 
             on associates 
             (FOP)                                -                       -                  (2,997)                        -               (2,997) 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Recycled 
             foreign 
             exchange gain                        -                   1,163                        -                        -                 1,163 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Depreciation                          -                 (1,327)                        -                        -               (1,327) 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Performance 
             related 
             fee income                          40                       -                        -                        -                    40 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Staff                                 -                       -                        -                        -                     - 
            incentives 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Realised 
             foreign 
             currency 
             (losses)/gains                    (30)                   (549)                        -                     (36)                 (615) 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Total                             1,304                 (5,799)                      655                  (1,249)               (5,089) 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
 
            Assets - Group                      836                  43,873                    3,061                   14,931                62,701 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Share of net 
             assets 
             of associates                        -                       -                   18,885                    (308)                18,577 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Liabilities                       (120)                (44,001)                        -                    (168)              (44,289) 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Net assets                          716                   (128)                   21,946                   14,455                36,989 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
 
            Additions to non-current assets 
            Property, plant 
             and equipment                       27                     110                        -                        -                   137 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Investment 
             properties                           -                     160                        -                        -                   160 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
            Trading stock                         -                     213                        -                        -                   213 
                             ----------------------  ----------------------  -----------------------  -----------------------  -------------------- 
 
   3.             Debt reduction following restructuring of finance lease 

The results reflect the reduction of EUR9.00 million (GBP7.81 million) in the amount owed to ING Bank ( from EUR25 million to EUR16 million) in final settlement of the finance lease secured against the Group's directly held property in Gdynia. As part of the transaction ING was paid EUR4.00 million in June 2021. The remainder of the finance lease liability was replaced by an interest free deferred consideration of EUR12.00 million (GBP10.14 million) repayable by June 2024. The deferred consideration is reflected as an Other Financial Liability in the Statement of Financial Position.

   4.             Interest Income 
 
                                                              2022                  2021 
                                                             Group                 Group 
                                                           GBP'000               GBP'000 
            Interest income - bank deposits                      -                    26 
            Interest income - other                            230                    41 
--------------------------------------------  --------------------  -------------------- 
            Total interest income                              230                    67 
--------------------------------------------  --------------------  -------------------- 
 
 
                                                                2022                  2021 
                                                               Group                 Group 
                                                             GBP'000               GBP'000 
----------------------------------------------  --------------------  -------------------- 
            Interest expense - property loans                  (326)                 (467) 
            Interest expense - bank and other                    (4)                  (47) 
            Finance charges on finance leases                      -                 (226) 
----------------------------------------------  --------------------  -------------------- 
            Total interest expense                             (330)                 (740) 
----------------------------------------------  --------------------  -------------------- 
 
   5.             Tax Expense 
 
                                                                  2022                  2021 
                                                                 Group                 Group 
                                                               GBP'000               GBP'000 
------------------------------------------------  --------------------  -------------------- 
            Analysis of tax charge for the year 
            Current tax                                          (172)                 (179) 
            Deferred tax                                          (73)               (2,133) 
------------------------------------------------  --------------------  -------------------- 
            Total tax charge for the year                        (245)               (2,312) 
------------------------------------------------  --------------------  -------------------- 
 

The tax charge includes current and deferred tax for continuing operations.

The deferred tax charge in 2021 arose mainly as a result of the reversal of a previously recognised deferred tax asset following the repayment of the bank loan secured against the property CH8 in April 2020.

As in prior years, brought forward and current UK tax losses have not been recognised as a deferred tax asset due to insufficient foreseeable taxable income being earned in the UK.

   6.             Earnings/NAV per Share 
 
                                                 2022      2021 
 Basic earnings per share                       6.14p   (6.75p) 
 Diluted earnings per share                     6.01p   (6.59p) 
 
   The following earnings have been used 
   to calculate both the basic and diluted 
   earnings per share: 
                                              GBP'000   GBP'000 
 Basic earnings                                 6,779   (7,449) 
 Notional interest on share options 
  assumed to be exercised                           7         7 
 Diluted earnings assuming full dilution        6,786   (7,442) 
 

The following numbers of shares have been used to calculate the basic and diluted earnings per share and the net assets and adjusted net assets per share:

 
                                                2022          2021 
                                              Number        Number 
--------------------------------------  ------------  ------------ 
 Weighted average number of Ordinary 
  shares in issue 
  (used for basic earnings per share 
  calculation)                           110,382,332   110,382,332 
--------------------------------------  ------------  ------------ 
 Number of share options                   2,610,000     2,610,000 
--------------------------------------  ------------  ------------ 
 Total number of Ordinary shares used 
  in the diluted earnings per share 
  calculation                            112,992,332   112,992,332 
--------------------------------------  ------------  ------------ 
 
 
                                    2022     2021 
 Net assets per share             40.00p   33.33p 
 Adjusted net assets per share    47.28p   42.80p 
-------------------------------  -------  ------- 
 
 
 The following numbers have been used to calculate both 
  the net assets and adjusted net assets per share: 
                                                  2022          2021 
-------------------------------------------  ---------  ------------ 
                                               GBP'000       GBP'000 
-------------------------------------------  ---------  ------------ 
 For net assets per share 
-------------------------------------------  ---------  ------------ 
 Net assets excluding non-controlling 
  interests                                     44,141        36,788 
 
                                               GBP'000       GBP'000 
 For adjusted net assets per share 
 Net assets excluding non-controlling 
  interests                                     44,141        36,788 
 Investment properties at fair value 
  net of deferred tax                            2,486         2,663 
 Inventories at fair value net of deferred 
  tax                                            2,403         2,701 
 Investments in associates and other 
  financial investments                          4,016         5,827 
 Other items                                       381           381 
-------------------------------------------  ---------  ------------ 
 Total                                          53,427        48,360 
-------------------------------------------  ---------  ------------ 
 
 
   7.             Investment Properties 
 
                                                                        2022                  2021 
                                                                       Group                 Group 
                                                                     GBP'000               GBP'000 
------------------------------------------------------  --------------------  -------------------- 
            Investment properties 
            At 1 April                                                22,456                32,537 
            Capital expenditure                                        1,642                   160 
            Disposal                                                       -                 (241) 
            Depreciation                                                (30)               (1,327) 
            Impairment loss to an investment property                      -               (7,023) 
            Foreign exchange translation                               (219)               (1,650) 
------------------------------------------------------  --------------------  -------------------- 
            At 31 March                                               23,849                22,456 
------------------------------------------------------  --------------------  -------------------- 
 

Investment properties owned by the Group are stated at cost less depreciation and any accumulated impairment in value. The properties were valued at the Group's financial year end at EUR31.85 million (31 March 2021: EUR30.22 million), the Sterling equivalent at closing foreign exchange rates being GBP26.92 million (31 March 2021: GBP25.74 million).

In 2015 the Directors resolved to depreciate the value of the property in Gdynia over the remaining term of the lease, (which expired in February 2021) to reflect its residual value. No other property has been depreciated as their respective estimated residual values are expected to be higher than their carrying value.

An impairment in value of GBP7.02 million was recognised in 2021 in respect of the property in Gdynia.

Amounts recognised in the income statement:

 
                                                                  2022                  2021 
                                                                 Group                 Group 
                                                               GBP'000               GBP'000 
------------------------------------------------  --------------------  -------------------- 
            Rental income from operating leases                  2,926                 6,087 
 
 
   i.      Leasing arrangements where the group is a lessor: 
 
                                                                           2022                  2021 
                                                                          Group                 Group 
                                                                        GBP'000               GBP'000 
---------------------------------------------------------  --------------------  -------------------- 
            Minimum lease receipts under non-cancellable 
             operating leases to be received: 
            Not later than one year                                       2,043                 1,898 
            Later than one year and not later 
             than five years                                              6,790                 5,366 
            Later than five years                                         3,758                 3,866 
---------------------------------------------------------  --------------------  -------------------- 
                                                                         12,591                11,130 
---------------------------------------------------------  --------------------  -------------------- 
 

Investment properties and property held within stock are comprised of commercial properties that are leased to third parties. The Group has approximately 38 leases granted to its tenants. These vary depending on the individual tenant and the respective property and demise but typically are let for a term of five years. The weighted average lease length of the leases granted was 5 years and 7 months (2021: 4 years and 9 months). No contingent rents are charged.

   8.             Right of Use Assets and Lease Liabilities 

This note provides information for leases where the group is a lessee. For leases where the group is a lessor, see note 7.

The amounts recognised in the financial statements in relation to the leases are as follows:

   i.      Amounts recognised in the balance sheet: 
 
                                              31 Mar 2022              31 Mar 2021 
                                                  GBP'000                  GBP'000 
--------------------------------  -----------------------  ----------------------- 
            Right of use assets 
            Current                                   446                        - 
            Non-current                             1,018                      686 
--------------------------------  -----------------------  ----------------------- 
 
 
                                            31 Mar 2022              31 Mar 2021 
                                                GBP'000                  GBP'000 
------------------------------  -----------------------  ----------------------- 
            Lease Liabilities 
             Current                                410                        - 
             Non-current                          1,098                      686 
------------------------------  -----------------------  ----------------------- 
 

There was one addition of GBP754,000 (2021: GBPnil) to the right of use assets and one addition to the lease liability of GBP767,999 (2021: GBPnil) during the financial year.

   ii.     Amounts recognised in the Income Statement: 
 
                                             2022      2021 
                                          GBP'000   GBP'000 
---------------------------------------  --------  -------- 
 Depreciation/ Rent charge of right-of 
  use-assets 
 Buildings                                    446       197 
---------------------------------------  --------  -------- 
                                              446       197 
---------------------------------------  --------  -------- 
 
 
                        2022      2021 
                     GBP'000   GBP'000 
------------------  --------  -------- 
 Interest expense 
 Buildings               186        20 
------------------  --------  -------- 
                         186        20 
------------------  --------  -------- 
 
   iii.    Summary of the groups leasing activity: 

The Group has reviewed the terms of its leases and has identified:

The lease of the UK office on St. James's Street, London, SW1A 1HD which commenced on 2 July 2020. A discount rate of 2.00% has been applied.

The lease by First Property Poland Sp. z o. o. (FPP), a subsidiary entity leasing office space from 5th Property Trading Poland Sp. z o. o. (a related party to the Group) which terminates on 31 March 2025. A discount rate of 2.75% has been applied representing its incremental borrowing rate.

The lease by First Property Poland Sp. z o. o. (FPP), a subsidiary entity leasing office space from Lublin Zana (a related party to the Group) which terminates on 31 December 2024

As at 31 March 2022 the Group has recognised a lease liability under IFRS 16 of GBP1.51 million (31 March 2021: GBP0.69 million) and a right of use asset of GBP1.46 million (2021: GBP0.69 million). The net credit to the Income Statement was GBP44,000. Rental contracts are typically made for fixed periods of six months to four years but may have extension options.

   9.             Investment in Associates and Other Financial Assets and Investments 

The Group has the following investments:

 
                                                                      2022                  2021 
                                                                     Group                 Group 
                                                                   GBP'000               GBP'000 
----------------------------------------------------  --------------------  -------------------- 
            a) Associates 
            At 1 April                                              18,577                17,698 
            Additions                                                    -                   605 
            Disposals                                                    -                     - 
            Shareholder loan repayments                               (48)                 (172) 
            Share of associates' profit (loss) 
             after tax                                                (29)                 3,467 
            Share of associates' revaluation gains/ 
             (losses)                                                  876               (2,997) 
            Dividends received                                       (241)                  (24) 
----------------------------------------------------  --------------------  -------------------- 
            At 31 March                                             19,135                18,577 
----------------------------------------------------  --------------------  -------------------- 
 

The Group's investments in associated companies are accounted for under the "cost model" under IAS40 whereby the Group's share is held at cost plus its share of subsequent accumulated profits less dividends received. It comprises the following:

 
                                                                       2022                  2021 
                                                                      Group                 Group 
                                                                    GBP'000               GBP'000 
-----------------------------------------------------  --------------------  -------------------- 
            Investment in associates 
            5th Property Trading Ltd                                  1,652                 1,555 
            Fprop Romanian Supermarkets Ltd                               -                   194 
            Fprop Galeria Corso Ltd                                   2,700                 2,479 
            Fprop Krakow Ltd                                          1,580                 1,592 
            Fprop Cluj Ltd                                              615                   596 
            Fprop Phoenix Ltd                                           913                 1,530 
            Fprop Opportunities plc                                  11,983                10,939 
-----------------------------------------------------  --------------------  -------------------- 
                                                                     19,443                18,885 
-----------------------------------------------------  --------------------  -------------------- 
            Less: Share of profit after tax withheld 
             on sale of property to 5th Property 
             Trading Ltd in 2007                                      (308)                 (308) 
-----------------------------------------------------  --------------------  -------------------- 
                                                                     19,135                18,577 
-----------------------------------------------------  --------------------  -------------------- 
 

If the Group had adopted the alternative "fair value" model for accounting for investment properties, the carrying value of the investments in associates would be GBP23.15 million (31 March 2021: GBP24.41 million).

The withheld profit figure of GBP0.31 million (2021: GBP0.31 million) represents the removal of the percentage of intercompany profit resulting from the sale of the property in 2007 to 5th Property Trading Ltd (an associate). The figure will reduce when there is a reduction in First Property Group's stake in 5th Property Trading Ltd.

 
                                                                        2022                  2021 
                                                                       Group                 Group 
                                                                     GBP'000               GBP'000 
------------------------------------------------------  --------------------  -------------------- 
            b) Other financial assets and investments 
            At 1 April                                                 3,061                 3,174 
            Additions                                                  3,633                     6 
            Disposals                                                      -                     - 
            Repayments                                                 (290)                     - 
            Increase/ (decrease) in fair value 
             during the year                                           1,041                 (119) 
------------------------------------------------------  --------------------  -------------------- 
            At 31 March                                                7,445                 3,061 
------------------------------------------------------  --------------------  -------------------- 
 

The Group holds four (2021: three) unlisted investments in funds managed by it. Each is designated at fair value through "Other Comprehensive Income" (OCI) as per IFRS 9. The Directors' consider their fair value to be not materially different from their carrying value. Fair value has been calculated by applying the Group's percentage holding in the investments to the fair value of their net assets.

During the year the Group invested GBP0.25 million in a new fund that was established in association with Fulcrum Asset Management (Fprop Fulcrum Property LP) and also increased its investment by GBP3.38 million in the Group managed fund - Fprop UK Special Opportunities LP, increasing the Group's equity stake to 11.1%.

   10.          Goodwill 
 
                                          2022                  2021 
                                         Group                 Group 
                                       GBP'000               GBP'000 
------------------------  --------------------  -------------------- 
            At 1 April                     153                   153 
------------------------  --------------------  -------------------- 
            At 31 March                    153                   153 
------------------------  --------------------  -------------------- 
 

The Directors have conducted an annual impairment test and concluded that no impairment was necessary because the estimated value in use was higher than the value stated.

   11.          Deferred Tax 

Deferred tax assets and liabilities are attributable to the following items:

 
                                 2022       2022           2022          2021       2021           2021 
                                Group      Group          Group         Group      Group          Group 
                           net assets     assets    liabilities    net assets     assets    liabilities 
                              GBP'000    GBP'000        GBP'000       GBP'000    GBP'000        GBP'000 
-----------------------  ------------  ---------  -------------  ------------  ---------  ------------- 
 Accrued interest 
  payable                         117        117              -       (1,021)        118        (1,139) 
 Accrued income                   (4)          -            (4)          (13)          -           (13) 
 Foreign bank 
  loan                          (212)        203          (415)           899        902            (3) 
 Investment properties 
  and inventories             (1,476)      1,119        (2,595)       (1,331)        427        (1,758) 
 Other temporary 
  differences                      62        160           (98)            10         71           (61) 
-----------------------  ------------  ---------  -------------  ------------  ---------  ------------- 
 At 31 March                  (1,513)      1,599        (3,112)       (1,456)      1,518        (2,974) 
-----------------------  ------------  ---------  -------------  ------------  ---------  ------------- 
 
   12.          Inventories - Land and Buildings 
 
                                                                  2022                  2021 
                                                                 Group                 Group 
                                                               GBP'000               GBP'000 
------------------------------------------------  --------------------  -------------------- 
            Group properties for resale at cost 
            At 1 April                                          12,494                14,558 
            Capital expenditure                                    119                   213 
            Disposal                                                 -               (1,320) 
            Depreciation                                         (157)                  (84) 
            Foreign exchange translation                         (104)                 (873) 
------------------------------------------------  --------------------  -------------------- 
            At 31 March                                         12,352                12,494 
------------------------------------------------  --------------------  -------------------- 
 

The Group's total interest in Blue Tower (an office block in Warsaw) is 48.2% of the building. The fair value of this interest is EUR18.13 million (GBP15.32 million) down from EUR18.58 million (GBP15.83 million) at 31 March 2021 but is stated at cost as above.

The disposal in 2021 relates to the sale of another property related to Blue Tower. Consideration of GBP1.10 million was received in respect of this sale resulting in a loss on disposal of GBP0.22 million.

   13.          Trade and Other Receivables 
 
                                                                           2022                  2021 
                                                                          Group                 Group 
                                                                        GBP'000               GBP'000 
---------------------------------------------------------  --------------------  -------------------- 
            Current assets 
            Trade receivables                                             1,003                 1,325 
            Less provision for impairment of receivables                   (73)                 (281) 
---------------------------------------------------------  --------------------  -------------------- 
            Trade receivables net                                           930                 1,044 
            Other receivables                                             2,299                 3,408 
            Prepayments and accrued income                                1,100                   697 
---------------------------------------------------------  --------------------  -------------------- 
            At 31 March                                                   4,329                 5,149 
---------------------------------------------------------  --------------------  -------------------- 
 
 
                                                2022                 2021 
                                               Group                Group 
            Non-current assets               GBP'000              GBP'000 
-------------------------------  -------------------  ------------------- 
            Other receivables                     95                  487 
-------------------------------  -------------------  ------------------- 
 

Other receivables, under non-current assets, relates to the deferred consideration from the sale of an investment property located in Romania. This has been discounted to reflect its current value.

   14.          Trade and Other Payables 
 
                                                                 2022                  2021 
                                                                Group                 Group 
                                                              GBP'000               GBP'000 
-----------------------------------------------  --------------------  -------------------- 
            Current liabilities 
            Trade payables                                      1,105                 2,052 
            Other taxation and social security                    313                   557 
            Other payables and accruals                         1,917                   691 
            Deferred income                                        53                   147 
-----------------------------------------------  --------------------  -------------------- 
            At 31 March                                         3,388                 3,447 
-----------------------------------------------  --------------------  -------------------- 
 
   15.          Provisions 
 
                                                 2022                 2021 
                                                Group                Group 
            Current liabilities               GBP'000              GBP'000 
--------------------------------  -------------------  ------------------- 
            At 31 March                           922                2,076 
--------------------------------  -------------------  ------------------- 
 

The provision at 31 March 2022 represents a rent guarantee of GBP0.52 million (31 March 2021: GBP0.79 million) and fit-out costs of GBP0.40 million (31 March 2021: GBP1.29 million). These provisions are in respect of the rent guarantee given as part of the sale of CH8 which completed in April 2020.

   16.          Financial Liabilities 
 
                                2022       2021 
                               Group      Group 
                             GBP'000    GBP'000 
-------------------------  ---------  --------- 
 Current liabilities 
 Bank loan                     4,212      1,194 
 Finance leases                    -     21,443 
-------------------------  ---------  --------- 
 At 31 March                   4,212     22,637 
-------------------------  ---------  --------- 
 
 Non-current liabilities 
 Bank loans                    9,309     12,457 
 Finance leases                    -          - 
-------------------------  ---------  --------- 
 At 31 March                   9,309     12,457 
-------------------------  ---------  --------- 
 
 
                                            2022       2021 
                                           Group      Group 
                                         GBP'000    GBP'000 
-------------------------------------  ---------  --------- 
 Total obligations under bank loans 
  and finance leases 
 Repayable within one year                 4,212     22,637 
 Repayable within one and five years       7,364     11,116 
 Repayable after five years                1,945      1,341 
-------------------------------------  ---------  --------- 
 At 31 March                              13,521     35,094 
-------------------------------------  ---------  --------- 
 

Four bank loans all denominated in Euros and totalling GBP13.52 million (31 March 2021: GBP35.09 million), included within financial liabilities, are secured against investment properties owned by the Group and one property owned by the Group shown under inventories. These bank loans and the finance lease are otherwise non-recourse to the Group's assets.

During the year to 31 March 2022, terms were agreed with the Bank to restructure the financing of Gdynia for a final repayment of EUR16.00 million, of which EUR4.00 million was paid with the balance of EUR12.00 million due in June 2024. This deferred consideration is shown as an Other Financial Liability in the Statement of Financial Position.

The interest rate profile of the Group's financial liabilities at 31 March 2022 and 31 March 2021 was as follows:

 
                                    Floating          Fixed        Non-      Total 
                                        rate           rate    interest 
                                   financial      financial     bearing 
                                 liabilities    liabilities     GBP'000    GBP'000 
                                     GBP'000        GBP'000 
-----------------------------  -------------  -------------  ----------  --------- 
 Bank loans                           10,109          3,412           -     13,521 
 Finance lease obligations                 -              -           -          - 
 Other financial liabilities               -              -      10,141     10,141 
-----------------------------  -------------  -------------  ----------  --------- 
 At 31 March 2022                     10,109          3,412      10,141     23,662 
 Bank loans                            9,903          3,748           -     13,651 
 Finance lease obligations            21,443              -           -     21,443 
 Other financial liabilities               -              -           -          - 
-----------------------------  -------------  -------------  ----------  --------- 
 At 31 March 2021                     31,346          3,748           -     35,094 
-----------------------------  -------------  -------------  ----------  --------- 
 

In order to mitigate potential interest rate increases, 57.3% of the loans are interest free or we have fixed the interest rate of these interest-bearing loans. A one percentage point increase in interest rates would increase the annual interest bill on the floating rate loans by GBP0.10 million per annum (2021: GBP0.31 million).

   17.          Other Financial Liabilities 
 
                               2022       2021 
                              Group      Group 
                            GBP'000    GBP'000 
------------------------  ---------  --------- 
 Non-current liabilities     10,141          - 
------------------------  ---------  --------- 
 

This non-current liability represents the balance of EUR12.00 million which was a result of the restructuring of a finance lease secured against the office tower in Gdynia. The restructuring resulted in the amount owed to ING bank in final settlement reducing by EUR9.00 million (GBP7.81 million). As part of the deal, the Group acquired the freehold of the property for EUR16.00 million of which EUR4.00 million has been paid and EUR12.00 million is repayable by June 2024. No interest is payable on this non-current liability. The deferred consideration is reflected as an Other Financial Liability in the Statement of Financial Position.

The preliminary results are being circulated to all shareholders and can be downloaded from the Company's web-site ( www.fprop.com ). Further copies can be obtained from the registered office at 32 St James's Street, London, SW1A 1HD.

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June 23, 2022 02:00 ET (06:00 GMT)

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