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HWG Harworth Group Plc

129.00
-0.50 (-0.39%)
18 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Harworth Group Plc LSE:HWG London Ordinary Share GB00BYZJ7G42 ORD 10P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -0.50 -0.39% 129.00 128.50 130.00 130.50 128.50 130.50 52,564 16:35:07
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Offices-holdng Companies,nec 72.43M 37.96M 0.1172 10.96 416M

Harworth Group PLC Final Results (7613G)

06/03/2018 7:00am

UK Regulatory


Harworth (LSE:HWG)
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TIDMHWG

RNS Number : 7613G

Harworth Group PLC

06 March 2018

HARWORTH GROUP PLC

UNAUDITED PRELIMINARY RESULTS FOR THE YEARED 31 DECEMBER 2017

STRONG DEVELOPMENT AND INVESTMENT ACTIVITY DRIVES DOUBLE DIGIT GROWTH

Harworth Group plc ("Harworth" or the "Group"), the brownfield land and property developer & investor, announces its preliminary results for the year ended 31 December 2017.

 
                                         31 December   31 December   Change 
                                                2017          2016      (%) 
-------------------------------------  -------------  ------------  ------- 
 Net Asset Value ("NAV") per 
  share (p) (1)                                127.4         114.6     11.2 
 EPRA NNNAV per share (p) (1)                  128.9         114.6     12.5 
 EPRA NAV per share (p) (1)                    131.0         119.8      9.3 
 
 Operating profit before exceptional 
  items (GBP'm)                                 39.7          45.2   (12.0) 
 Operating profit before exceptional 
  items plus joint ventures (GBP'm)             43.8          45.8    (4.4) 
 Value gains (GBP'm) (2)                        41.6          43.7    (4.8) 
 Value gains (including development 
  properties) (GBP'm) (3)                       47.4          43.7      8.6 
 Profit excluding value gains 
  (GBP'm) (4)                                    2.2           2.2      1.2 
 
 Earnings per share (p)                         15.8      13.7 (5)     15.4 
 Dividend per share (p)                        0.828         0.753     10.0 
-------------------------------------  -------------  ------------  ------- 
 

Harworth's Chief Executive, Owen Michaelson, said:

"These are another strong set of results where we have again delivered double digit EPRA NNNAV growth, reflecting our continued ability to maximise the value of our portfolio whilst simultaneously growing our strategic landbank and income base through acquisitions and new lettings.

"Our focus, on the "beds and sheds" sectors in the North of England and the Midlands, is firmly underpinned by strong economic and consumer trends in the regions, and reinforced by supportive Government policy. This favourable backdrop coupled with active management has been reflected in 2017's planning successes and the sales and lettings achieved at our major developments such as Waverley and Logistics North.

"Whilst our existing sites continue to perform well and have plenty of future potential, we are also pleased with the progress of the five new acquisitions to our strategic landbank, which were acquired with the cash proceeds from new equity raised last March. These acquisitions delivered significant revaluation gains in 2017 and provide a substantial pipeline for us to deliver further value gains through our market-leading planning and development expertise.

"2018 has started strongly, with over 50% of expected full year sales already agreed since the year-end and the completion of three new lettings generating additional recurring income, further demonstrating the success of our proven and robust strategy. This performance, together with the supportive market fundamentals in the areas in which we operate, means we look to the future with confidence."

GOOD OPERATIONAL PERFORMANCE REFLECTED IN ALL KEY FINANCIAL METRICS

 
 --   Another year delivering double-digit EPRA NNNAV growth, 
       up 12.5% (2016: 12.5%), with 80% of value gains(2) 
       generated through active management 
 --   Value gains (including development properties)(3) increased 
       by 8.6%, reflecting strong planning, lettings and sales 
       progress and uplifts on acquisitions made in 2017 
 --   Earnings per share up 15.4% to 15.8p (2016: 13.7p(5) 
       ) reflecting solid operating profit advances and positive 
       improvements in deferred tax 
 --   Dividend per share increased by 10% to 0.828p (2016: 
       0.753p) in-line with our progressive policy 
 --   Prudent gearing maintained with net loan to value 7.0% 
       (2016: 9.9%) or 20.8% when calculated against the income 
       portfolio (2016: 31.3%) 
 

LAND BANK STRENGTH PROVIDING PLATFORM FOR CONTINUED TOTAL RETURN OUTPERFORMANCE

 
 --   March 2017 GBP27.1m equity proceeds fully invested 
       through the acquisition of five sites, providing over 
       410 acres of development opportunities. Over the last 
       three years, value gains on acquisitions of more than 
       15% p.a. 
 --   Planning secured in 2017 for the delivery of 825 residential 
       plots and over 3m sq. ft of commercial space bringing 
       our consented portfolio to 10,448 residential plots 
       and 12.13m sq. ft of commercial space 
 --   622 residential plots sold (2016: 619 residential plots), 
       across six parcels, at an average value of c.GBP37,000 
       per plot, achieving profit on sale of GBP3.8m. Over 
       850,000 sq. ft of commercial land sold (2016: c.500,000 
       sq. ft), across five parcels for GBP22.7m, delivering 
       a profit on sale of GBP4.3m 
 --   Over 360,000 sq. ft of long-term lettings completed 
       on five new commercial buildings, to logistics and 
       manufacturing occupiers, at new headline rents alongside 
       other portfolio rent improvements 
 

ALL AREAS OF THE BUSINESS SUPPORTING GROWTH STRATEGY AND 2018 PROGRESS

 
 --   No shortage of acquisition opportunities: GBP0.6m spent 
       in February 2018 on an adjacent site with direct development 
       potential; six signed land option agreements in place; 
       preferred bidder on a further significant acquisition 
       opportunity; and Harworth has an option and planning 
       promotion position on a major Midlands opportunity 
       with the potential to deliver 3,000 residential plots 
       and 500,000 sq. ft of commercial space 
 --   Strongest ever start to a year with over 50% of expected 
       full year 2018 sales agreed above book value 
 --   All completed, wholly-owned, direct commercial developments 
       now let (c.120,000 sq. ft in 2018), with only three 
       co-interest units (c.170,000 sq. ft) remaining to be 
       let 
 --   Three-year planning targets of 4,500 residential plots 
       and 5.9m sq. ft of commercial space, including applications 
       currently in the planning system. Looking to achieve 
       planning on over 1,000 plots and over 300,000 sq. ft 
       during 2018 
 --   Process begun for moving from standard to premium listing 
       on the London Stock Exchange in 2018 
 

Footnotes: (1) Following the March 2017 equity capital raise to accelerate the acquisition of strategic land for development and the further evolution of our strategy, GBP229.1m of property has been re-categorised from investment to development in the year. Balance sheet measures include NAV and EPRA NNNAV which, is now our primary metric and, includes the mark to market value of development properties (GBP5.8m) less notional deferred tax on development properties (GBP1.0m). EPRA NAV is EPRA NNNAV excluding deferred tax (GBP5.5m), notional deferred tax on development properties (GBP1.0m) and the mark to market movement on financial instruments (GBP0.1m)

(2) Value gains comprise profits on sale of: investment properties (GBP2.9m); development properties (GBP7.7m); and assets held for sale (GBP0.1m), plus the increase in the fair value of investment properties (GBP32.1m), joint ventures (GBP4.0m) and overages (GBP0.6m) less the impairment of development properties (GBP5.8m)

(3) Value gains (including development properties) comprises value gains (GBP41.6m) plus the increase in the fair market value of development properties (GBP5.8m)

(4) Profit excluding value gains is operating profit before exceptional items plus joint ventures (GBP43.8m) less value gains (GBP41.6m) and pension costs (GBPnil)

(5) The 2016 EPS has been restated following discussions with the Financial Reporting Council and their review of the 2016 Financial Statements, which did not correctly reflect the effect of the May 2016 1 for 10 share consolidation on EPS.

-S-

Enquiries:

 
Harworth Group plc                                  Tel: +44 (0)114 349 3131 
Owen Michaelson, Chief Executive | Andrew Kirkman, 
 Finance Director 
 
 
FTI Consulting                                      Tel: +44 (0)20 3727 1000 
 Dido Laurimore | Richard Gotla | Tom Gough         Harworth@fticonsulting.com 
 
 

ABOUT HARWORTH GROUP PLC

Listed on the main market, Harworth Group plc (LSE: HWG) is a leading brownfield land and property developer & investor which owns and manages a portfolio of c.21,000 acres of land on around 135 sites located throughout the Midlands and North of England. The Group specialises in the regeneration of former coalfield sites and other brownfield land into new residential developments and employment areas. (http://www.harworthgroup.com)

While the financial information included in this announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards as adopted by the EU ("EU IFRSs"), this announcement does not itself contain sufficient information to comply with EU IFRSs. The Group expects to publish full financial statements that comply with EU IFRSs by the end of April 2018.

This announcement contains certain forward-looking statements which, by their nature, involve risk, uncertainties and assumptions because they relate to future events and circumstances. Actual outcomes and results may differ materially from any outcomes or results expressed or implied by such forward looking statements. Any forward-looking statements made by or on behalf of the Group are made in good faith based on current expectations and beliefs and on the information available at the time the statement is made. No representation or warranty is given in relation to these forward-looking statements, including as to their completeness or accuracy or the basis on which they were prepared, and undue reliance should not be placed on them. The Group does not undertake to revise or update any forward-looking statement contained in this announcement to reflect any changes in its expectations with regard thereto or any new information or changes in events, conditions or circumstances on which any such statement is based, save as required by law and regulations. Nothing in this announcement should be construed as a profit forecast.

Chairman's Statement

I am pleased to present the Group's preliminary results for the financial year ended 31 December 2017, which reflect another strong year of growth for the business. EPRA NNNAV is now the Group's principal financial measure following the evolution of our business model and the re-categorisation of properties from investment to development. EPRA NNNAV grew by 12.5% per share (2016: 12.5% per share) to 128.9p (GBP414.2m (includes GBP27.1m equity capital raised during 2017 which has been fully deployed)) from 114.6p per share in 2016 (2016: GBP334.9m).

STRATEGY AND PERFORMANCE OVERVIEW

Following this year's review of the strategy the Board has reaffirmed our vision: to be the UK's leading developer and brownfield land regeneration partner of choice. Alongside this, we have refined the way we articulate our strategic priorities which are now identified under six headings (development, investment, sectors, regions, acquisitions and financing). We have also highlighted the direct links to the business model, key performance indicators and risks. This will be reflected in future communications with investors, including in the 2017 Annual Report and Financial Statements.

Development

The Group continues to meet its target to grow EPRA NNNAV by at least 10% per annum as a consistent average. Growth is driven principally by the development activities of our Capital Growth team, including planning promotion, land remediation, engineering and infrastructure development, and, finally, profitable sales.

The Group achieved a number of significant planning successes during the year for the future delivery of 825 residential plots and over 3m sq. ft of commercial space across four sites, with the most notable achievements at our sites at Thoresby and Kellingley. Residential and commercial sales have remained strong, both in terms of volumes and pricing, underpinning and realising value gains. We continued to sell to both new and repeat housebuilders. The first sale of land for commercial use at Wheatley Hall Road to Arnold Clark illustrates our increasing points of sale across the portfolio. The sale to Exeter/First Industrial at Logistics North, generating a healthy profit on sale, shows the continuing demand for space at our most mature sites.

Investment

Our ambition remains to cover the Group's operating costs, interest, tax and dividends from ongoing rental and other operating income. We have continued to make good progress towards meeting that commitment, led by the investment returns delivered by our Income Generation team. In 2017, those investment returns have contributed 27% of value gains and yields of 7.0%.

During the year we secured over 360,000 sq. ft of major new commercial lettings, including to McLaren Automotive at the Advanced Manufacturing Park ("the AMP") and to Whistl at Logistics North, the latter on behalf of M&G Real Estate, our forward funding partner. We undertook direct development at the AMP and at Logistics North, both in joint venture with Lancashire County Pension Fund ("LCPF") and on our own account. Following further progress on lettings at the start of 2018, all of the wholly owned direct developments in our Business Space portfolio are now let.

Sectors and regions

We continue to see strong demand for our "oven-ready" residential and commercial sites, and direct developments in our core markets in the North of England and the Midlands. This has been affirmed by the sales and lettings we have completed during the year alongside the volume of interest in our sites and units.

Acquisitions

We recognise the importance of sustained momentum in the business. By the end of 2017 we had successfully deployed the GBP27.1m of equity raised in March 2017 through the acquisition of five new sites with residential and commercial development potential. Those acquisitions have already produced significant revaluation gains during the year, cementing our record of growth from the sites we have acquired since 2014, when the business began to replenish its portfolio.

We have a healthy pipeline, with six options now in place on circa 417 acres of potential development land and a number of acquisition opportunities being explored, including a substantial brownfield site on which we are preferred bidder.

Financing

In February 2018, we extended the availability of our debt funding by agreeing a two-year extension to our GBP75.0m revolving credit facility with RBS to February 2023 with only a 10 bps increase in margin to 210 bps. In 2017 we also secured a GBP5.0m increase in our bonding facility to GBP15.0m. We have continued to use public infrastructure loans to accelerate development. Our net loan to value remains low at 7.0% (2016: 9.9%) or 20.8% when calculated against the income portfolio (2016: 31.3%). We believe our policy of prudent gearing is well suited for land-focussed development businesses such as ourselves.

DIVID

The Company's policy is to grow the dividend in line with the growth of the business, and pay it from recurring income and realised value gains from disposals. The Board will not distribute unrealised gains recognised on the revaluation of property and will retain a proportion of its recurring income and realised gains for reinvestment in acquisitions. We declared and paid an interim dividend of 0.253p per share in October 2017. The Board is recommending a final dividend of 0.575p per share (2016 final dividend: 0.523p). This gives a total dividend of 0.828p per share (2016: 0.753p) being a 10% growth in dividend per share for the year. Subject to shareholder approval at the 2018 Annual General Meeting, the final dividend will be paid on 1 June 2018 to shareholders on the register as at close of business on 4 May 2018. The ex-dividend date will be 3 May 2018.

SUCCESSION

I have now been Chairman for more than seven years, during which time I am pleased that Harworth has grown into the respected regeneration business it is today. In the five years since Harworth became a standalone business, following our solvent restructuring of UK Coal plc, the Group's NNNAV, including capital raised, has grown by an average of c.14% per annum to GBP414.2m.

With strong foundations in place, now is the right time to hand the reins to my successor, for the next stage of Harworth's growth and development. As previously announced, I will not be standing for re-election at this year's Annual General Meeting and I welcome Alastair Lyons CBE as my successor. Alastair's appointment will take effect after the announcement of these results on 7 March 2018, at which time I will step down as Chairman, retiring from the Board at the end of March.

OUR PEOPLE AND PARTNERS

I feel privileged to have worked with a talented and hardworking team at Harworth, supported also by our advisors and partners. The team continues to grow and mature with the business. In the last year, we recruited six new roles and made a number of promotions. Half of our recruits were women, confirming that promoting diversity across the business remains a priority.

I would like to take this opportunity to thank all of the Harworth team and my Board colleagues for their hard work and contribution throughout the time I have been Chairman. I would also like to extend my thanks to our investors and wider stakeholders for their support through the transformation of Harworth over the last seven years.

OUTLOOK

Harworth is well positioned for the future. We have a robust strategy and business model, a proven track record and a pipeline of opportunities for replenishing our strategic land bank and property portfolio. Our core markets in the North of England and the Midlands continue to perform well. There continues to be a shortage of housing in the areas in which we operate and strong fundamentals underpinning growth in the logistics and advanced manufacturing sectors. Government policy remains supportive, with strong backing for brownfield development, prominent housing initiatives including the extension of Help to Buy, and a continued focus on regional investment and devolution.

Against this backdrop, the outlook for the business remains favourable. I wish the entire Harworth team the very best for the future.

Jonson Cox

Chairman

6 March 2018

Chief Executive's Statement

This is another excellent set of results reflecting a strong year of progress for the business. The Group once again delivered a year of double-digit NNNAV per share growth of 12.5% (2016: 12.5%), with a NNNAV of GBP414.2m at the year-end (2016: GBP334.9m). This includes value gains of GBP47.4m(3) (2016: GBP43.7m), ahead of our expectations, and profit excluding value gains rose marginally to GBP2.24m(4) (2016: GBP2.21m).

DELIVERing Our STRATEGY

Against the backdrop of our strategic priorities, our operational focus also remains unchanged: extracting maximum value from our predominantly brownfield land portfolio in the North of England and the Midlands to grow EPRA NNNAV; building our recurring income base to cover operating costs; and acquiring brownfield and urban extension land and property to underpin the sustainability of our long-term business model. We do this by continuing to use our masterplanning, technical, placemaking and asset management expertise to transform redundant land into places where people want to live and work, whilst applying the same skills in targeting future areas in which to invest our management time and capital.

Our core markets across the North of England and the Midlands are well suited to our strategy and business model. Demand for new homes in our markets remains steady, reflected by both the rate of sales achieved by our housebuilding partners on our sites and a continued deficit in the number of new homes built versus the official national target of 300,000 new homes per year. The rise of e-tailing and the increasing demands of consumers also continues to support demand for logistics and distribution space, with the industrial sector forecast to outperform both the office and retail markets over the next few years. This is further augmented by a supportive legislative framework and a number of recent Government announcements, including the publication of the Industrial Strategy White Paper and further financial support made available within the Chancellor's Autumn Statement to accelerate housebuilding across the UK.

CAPITAL GROWTH

Our Capital Growth team has continued to make good progress in maximising value from our portfolio through three principal management actions: securing planning consents on major schemes; preparing land for redevelopment; and delivering sales above book value for future residential and commercial development. All have underpinned value gains made during the year.

During the year we achieved planning successes on four sites for the delivery of 825 residential plots and over 3m sq. ft of commercial space. Two of these are worthy of particular highlight. In April, we secured consent for 1.45m sq. ft of new commercial space at Kellingley in Selby, North Yorkshire, less than eighteen months after the UK's last deep mine operations ended there. Further planning success was achieved in October, when we received consent at the former Thoresby Colliery site in Nottinghamshire for 800 new homes alongside 250,000 sq. ft of new commercial space, just over two years after mining ended there. Both sites now form part of our Major Developments segment. As at 31 December 2017, total consented residential plots under ownership stood at 10,448 plots and consented commercial space on our land at 12.13m sq. ft.

We also have live applications in the planning system for 1,308 new plots and 325,000 sq. ft of commercial space. These form part of a wider pipeline of planning applications for the next three years, comprising more than 4,500 residential plots (of which c.1,500 plots are for Planning Promotion Agreements ("PPAs") on third-party land) and 5.9m sq. ft of commercial space to underpin the Group's future disposals programme.

The team continues to plan carefully whether and when to dispose of sites to maximise the return from our portfolio. In 2017 we achieved receipts in excess of book value, realising cash which can be reinvested in bringing other sites and acquisitions forward. A total of 622 residential plots were sold across six parcels to national and regional housebuilders during the year. This included sales to longstanding partners including Taylor Wimpey and Avant Homes alongside new partners such as Keepmoat Homes and SkyHouse, demonstrating the popularity of our product.

We also sold land with planning consent for over 850,000 sq. ft of commercial space across five parcels, including three headline deals. In May, we entered into a joint venture with Lancashire County Pension Fund ("LCPF") to develop the next phase of Logistics North in Bolton. Land totalling 31.2 acres was conditionally sold to the Multiply Logistics North Limited Partnership, our joint venture, for the development of 564,000 sq. ft of commercial space over the next two years. Harworth retains a 20% stake in the joint venture and will also undertake development and asset management for separate management and promote fees. As at 31 December 2017, two of the three phases had been sold into the joint venture for the direct development of c. 435,000 sq. ft of new commercial space.

The final quarter of 2017 included two further key commercial land transactions. We executed a land sale of 18.3 acres at Logistics North to Exeter/First Industrial for GBP10.1m, representing their second major investment in the site over the past two years and setting a new benchmark price per acre for the site. In addition, we sold a 6-acre plot at Riverdale Park, Doncaster to Arnold Clark Ltd for GBP2.5m, representing the first land sale at the 112-acre site since its purchase for GBP8.5m in December 2015.

Income Generation

During the year, our Income Generation team has maintained its push to grow resilient, recurring income. This has included increased direct development space which we intend to hold for long-term rents, in response to a continued undersupply of good quality new units in the regions. The team continues to asset manage our existing Business Space portfolio to reduce voids and increase rental returns, whilst also deriving rental returns and royalties from energy generation, environmental technologies and the agricultural portfolio. As a by-product of our remediation, engineering and development activities, we also seek to generate income from recycled aggregates.

Lettings progress was strong during the year, including the long-term letting of over 360,000 sq. ft of directly developed industrial space with a number of new headline rents being set. The year began with Whistl taking a ten-year lease in January for a 225,000 sq. ft unit at Logistics North, just six weeks after we had overseen practical completion of the unit on behalf of M&G Real Estate, our forward funding partner. This was followed in May by the start of construction of five further commercial units at Logistics North: three as the first phase of the 'Multiply Logistics North' joint venture with LCPF totalling c. 164,000 sq. ft; and two units (C4 and C5) totalling c.52,800 sq. ft using internal funds. All five units practically completed in the fourth quarter of 2017. Within two weeks of practical completion of units C4 and C5 at Logistics North, we agreed a ten-year lease for C4 at a new headline rent for Logistics North.

We have also undertaken direct development at the AMP to meet growing occupier interest. In April, we achieved practical completion on six new units totalling 51,750 sq. ft, with a leading advanced manufacturer becoming our first tenant for a c.11,000 sq. ft unit at a headline rent of GBP7.25psf on a 15-year lease. This was followed in December by Spendor Audio taking a 15-year lease on a c. 26,000 sq. ft unit as part of their UK expansion. The strength of the AMP as a business location was further demonstrated in July, with McLaren Automotive taking a 20-year lease on a new 75,000 sq. ft unit that we will be constructing on its behalf. McLaren will take occupation in the spring following practical completion. The space will be used to house McLaren's new Composites Technology Centre, which will be used to build carbon-fibre chassis for sports cars from 2019.

During the year, our team also increased income from other underlying assets within our c.1.9m sq. ft Business Space portfolio, with a total of over 50 new, renewed and reviewed commercial lettings being completed in the year. This was further bolstered by the purchase in November of a DHL distribution unit in Droitwich, Worcestershire with an annualised rent roll of GBP450,000. Asset management opportunities have already been identified to grow the underlying value of this site in future, alongside longer-term development plans. All of this activity led to Business Space revenue in 2017 of GBP8.4m (2016: GBP6.2m). The weighted average unexpired lease term ("WAULT") across the portfolio stands at 7.5 years (2016: 7.5 years).

Our revenues for the period were also bolstered by the work of our Natural Resources and Operations teams. A total of 159.7MW of energy capacity is now installed on our land, providing a long-term income stream from a combination of ground rents and royalties. The team's focus remains on growing future income from alternative technologies with better short-term prospects and from maintaining income from our tipping operations, which has the added benefit of supporting site remediation.

Acquisitions

The successful completion of our GBP27.1m equity raise in March to accelerate the continued expansion of our strategic landbank was a key milestone for funding our future growth prospects. Our Acquisitions team deployed the proceeds in 2017 through the acquisition of five sites which have supplemented our strategic landbank and will improve the quality of our recurring income base. These five transactions plus acquisition costs, allied with initial planning and infrastructure costs, account for the full GBP27.1m of new equity raised. All are forecast to support our ongoing delivery of a double digit internal rate of return, with the December 2017 valuation already reflecting significant value growth from these acquisitions during the year.

The two most notable acquisitions were identified at the time of the placing and were adjacent to our existing landholdings, thus realising significant marriage value as part of our year-end valuation process. The first, Coalville in Leicestershire, is a 145-acre site purchased for GBP11.8m plus costs. It neighbours our existing Coalville development and already benefits from an existing planning permission for 914 new homes. This acquisition has created a combined site with planning permission for the delivery of over 2,000 new residential plots and associated community facilities over a likely 15-year development pipeline.

The second, Chatterley Valley in Staffordshire, is an 88-acre site purchased for GBP2.6m plus costs that borders our existing 24-acre freehold site. The entire site benefits from Government Enterprise Zone status and an extant planning permission to deliver up to 1.2m sq. ft of new commercial development.

Replenishing and growing our strategic landbank is essential to maintain delivery of our target of double-digit EPRA NNNAV growth through the property cycle. With this in mind, we have entered into six option agreements to acquire strategic land sites that extend to approximately 250 acres, comprising a mixture of potential residential and commercial sites located in, and adjacent to, our core regions. These sites have the potential to deliver a further 1,500 residential plots and 1.3m sq. ft of new commercial space should these options be taken up.

STRONG BUSINESS momentum

The continuing strong performance of the business, coupled with the robust nature of the markets we operate in, means that we already have significant momentum in 2018. We have agreed over 50% of the year's expected sales, underpinning the Group's performance for the year ahead, although we still expect performance to be second half weighted.

In the first two months of 2018, we have secured a number of long-term lettings which will bolster our income portfolio, at headline rents for each development, clearly reflecting industrial rental growth and supporting ongoing valuation uplifts. At Logistics North, a ten-year lease was agreed in January with Vaclensa Ltd for unit C5, achieving a new headline rent of GBP7psf. This was followed in February by two further lettings across the portfolio. The first was to British Steel Ltd who completed a 15-year lease on the remaining Phase 2 R-evolution unit, totalling c. 15,000 sq. ft, at the AMP at a new headline rate of GBP7.50psf. The second letting in February saw leading motor retailer Motor Depot Ltd taking a 15-year lease on our Helix unit at Gateway 36 at a new headline rent at the development of GBP5psf.

This lettings progress has underpinned our decision to proceed on two further direct developments which will grow our recurring income base. Construction of Phase 3 of R-evolution at the AMP, c. 56,000 sq. ft of new commercial space, has now begun alongside the second phase of the 'Multiply Logistics North' development that will deliver a further c. 270,000 sq. ft of commercial space at Logistics North. Interest in our future commercial pipeline is already strong, driven by both the maturity of our developments such as Logistics North and the AMP, and a continued lack of supply of high-quality units in the regions in which we operate.

Our reputation for being straightforward and acting swiftly in making new acquisitions also stands us in good stead in identifying an acquisitions pipeline, with no shortage of opportunities currently. Prior to the end of February, we signed a Planning Promotion Agreement ("PPA") for a key site in Derbyshire that unifies eight separate landowners in attempting to secure a major new residential consent. The Cinderhill site totals 421 acres and benefits from a draft housing allocation within the emerging Amber Valley Local Plan for up to 3,000 new homes, alongside 500,000 sq. ft of commercial space. This draft plan has now been submitted to the Government for further examination in the Spring.

With clear momentum in place across all aspects of the business, alongside favourable market conditions and positive Government sentiment towards residential and commercial development on brownfield land, we remain confident in our ability to grow NNNAV across our portfolio and to increase our recurring income base to cover the operating costs of the business.

PEOPLE

Our continued strong performance has necessitated growing our team in line with the increasing workload of the business. Our people remain as committed, diligent and steadfast as ever in maximising the value of our portfolio and creating great new places for people to live and work. My thanks goes out to the team, our trusted delivery partners and professional teams for their hard work in making the Group what it is today.

Finally, on behalf of the Board and the Harworth team, I would like to express my thanks to Jonson Cox who has served as our Chairman since November 2010 and helped us navigate through many challenges in creating the business we have today. Successful businesses do not just happen. They require a combination of skill, leadership and good market judgements. I would like to express my sincere thanks for Jonson's leadership and guidance over the past seven years. I would also like to welcome Alastair Lyons as our incoming Chairman.

Owen Michaelson

Chief Executive

6 March 2018

Financial Review

OVERVIEW

Further significant progress was made across the business in 2017, which resulted in another year of double digit growth in EPRA NNNAV. This growth was after including the impact of the March 2017 equity capital raise which had the impact of a c.2.0% dilution in net assets per share. EPRA NNNAV rose by 12.5% to 128.9p per share (GBP414.2m) compared to 114.6p per share as at 31 December 2016 (GBP334.9m). NAV per share increased to 127.4p (GBP409.3m) as at 31 December 2017, which is an 11.2% increase on the NAV per share as at 31 December 2016 of 114.6p (GBP334.9m).

Operating profit before exceptional items in 2017 was GBP39.7m (2016: GBP45.2m). However, the statutory measure does not now capture the growth and profitability of the business fully as we are conducting some of our activities through joint ventures (2017: GBP4.0m, 2016: GBP0.6m) and, as set out below, the revaluation gains on development properties post re-categorisation (2017: GBP5.8m, 2016: GBPnil) fall outside of this measure. Taking account of both of these additional sources of value creation, operating profits which contributed to EPRA NNNAV rose by 8.1% to GBP49.6m (2016: GBP45.8m) reflecting active management across our portfolio.

We consider that the operating profits which contributed to EPRA NNNAV growth of GBP49.6m (2016: GBP45.8m) can best be understood as being composed of two elements:

 
 --   Value gains (GBP47.4m; 2016: GBP43.7m) - profits 
       on disposals of investment, development and available 
       for sale properties GBP10.7m (2016: GBP8.8m) and 
       revaluation gains on our property portfolio of 
       GBP36.7m (2016: GBP34.9m). Revaluation gains comprise: 
       revaluation movements on investment property of 
       GBP32.1m (2016: GBP33.6m), profits from joint ventures 
       of GBP4.0m (2016: GBP0.6m), gains on overages of 
       GBP0.6m (2016: GBP0.7m) and revaluation movements 
       on development properties of GBP5.8m (2016: GBPnil) 
       less impairments of development properties of GBP5.8m 
       (2016: GBPnil). As development properties are held 
       as inventory, the revaluation gain is not included 
       in the balance sheet. Instead the revaluation amount 
       is verified by BNP Paribas and Savills, our external 
       property surveyors. Profit from joint ventures 
       are included within this measure as our joint ventures 
       conduct similar operations to Harworth, albeit 
       in different ownership structures, and the principal 
       profits in the joint ventures to date have been 
       from revaluation gains; and 
 --   Profit excluding value gains (GBP2.2m; 2016: GBP2.2m) 
       - this shows the ongoing profitability of the business 
       which is not reliant on property value gains or 
       profits from the sales of properties and is therefore 
       less susceptible to movements in the property cycle. 
       Profit excluding value gains rose by 1.2% in 2017. 
 

Earnings per share rose by 15.4% to 15.8p (2016: 13.7p (5) ) reflecting the progress in profits as well as the recognition of previously unrecognised deferred tax assets following greater certainty of their recoverability. The total dividend per share for 2017 rose by 10% to 0.828p (2016: 0.753p) reflecting the long-run ambition to deliver through the cycle double-digit growth in NNNAV.

Net debt at GBP32.3m or 7.0% net loan to value (2016: GBP39.5m and 9.9%) reflects Harworth's continuing prudent gearing policy. In February 2018, the Group extended the term of its GBP75.0m revolving credit facility with RBS, such that it now ends in February 2023.

BUSINESS MODEL AND PROPERTY CATEGORISATION

Harworth has become more firmly established in recent years, particularly as a result of the effective re-listing in March 2015 and the development of a successful track record. At the same time, our business model has matured and evolved, notably with moves into adjacent activities such as direct development and forward funding deals. As a consequence, following the capital raise in March 2017, which was to accelerate the acquisition of strategic land for development, we reviewed our most advanced and active sites and re-categorised certain properties to reflect the intentions for the sites. The majority of Waverley, Logistics North and Prince of Wales were re-categorised as development sites and as such are now disclosed within inventory. Development sites are held on the balance sheet at cost rather than fair/market value, albeit at the point of re-categorisation the property is transferred at fair value. The balance sheet value of these three development sites at the point of re-categorisation was GBP77.7m.

Following further evolution of Harworth's business model during 2017, we have refined our thinking in the light of site and market opportunities, and concluded that it is appropriate, on the whole, to re-categorise all properties which have received planning permission as development properties. For until sites receive planning permission, our view is that the land is held for a currently undetermined future use and should thus be held as investment property. The only site within Major Developments that has not been re-categorised as a development property is Lounge in Leicestershire for which its future use is undetermined as a result of the proposed HS2 Phase 2b route.

Property categorisation is reviewed as at 30 June and 31 December each year. Following the 2017 year-end review, a further GBP151.4m has been re-categorised from investment property. The balance sheet value of all development sites as at 31 December 2017 was GBP210.5m (reflecting sales and development expenditure at the three sites re-categorised in the first half). The market value of all development sites as at 31 December 2017 was GBP216.3m reflecting the GBP5.8m uplift in value of these sites, which is appropriately not reflected in the balance sheet. In order to highlight the market value of development sites and be consistent with our investment properties, we are using EPRA NNNAV, which includes the market value of development properties, less notional deferred tax, as our primary metric. We will continue to report EPRA NAV which is EPRA NNNAV excluding deferred tax and the mark to market movement on financial instruments.

The table below sets out our top ten sites by value, split by their categorisation and showing the total acres, residential plots and commercial space:

 
                                            Housing plots             Commercial 
                                                                         space 
 Site          Type           Acres   Consented   Sold    Built   Consented    Built 
------------  -------------  ------  ----------  ------  ------  ----------  -------- 
 Waverley      Development     454      3,890     1,218    800        -          - 
 Coalville     Development     346      2,016       0       0         -          - 
                                                                    0.1m       0 sq. 
 Rossington    Development     334      1,200      170     100      sq. ft       ft 
 Lounge        Investment      103        -         -       -       0.8m       0 sq. 
                                                                    sq. ft       ft 
 Waverley      Investment      115        -         -       -       2.1m       1.2m 
  (AMP)                                                             sq. ft     sq. ft 
 Asfordby      Investment      141        -         -       -       0.3m       0.3m 
                                                                    sq. ft     sq. ft 
 Gateway       Investment      430        -         -       -       0.2m       0.2m 
  36                                                                sq. ft     sq. ft 
                                                                    0.8m       0 sq. 
 Harworth      Development     440       996       118     118      sq. ft       ft 
 Walton        Investment      19         -         -       -       0.3m       0.3m 
  Summit                                                            sq. ft     sq. ft 
                                                                    0.3m       0 sq. 
 Thoresby      Development     460       800        0       0       sq. ft       ft 
------------  -------------  ------  ----------  ------  ------  ----------  -------- 
                                                                    4.9m       2.0m 
  TOTAL                       2,842     8,902     1,506   1,018     sq. ft     sq. ft 
 --------------------------  ------  ----------  ------  ------  ----------  -------- 
 

MARCH 2017 EQUITY PLACING

Following the publication of our preliminary results on 6 March 2017, we successfully undertook an equity placing that raised GBP27.1m (net of expenses). This involved placing 29,226,974 Ordinary Shares (representing 9.9% of Harworth's share capital prior to the placing) at a price of 95.0 pence per share (representing a discount of approximately 1.6% to the closing mid-market price of Harworth's shares on the day before the announcement of the placing) to accelerate the continued expansion of our strategic land bank.

During 2017, we have invested all of the proceeds from the equity placing in five acquisitions at: Chatterley Valley near Stoke; Coalville in Leicestershire; Wingates near Bolton; a strategic site near Doncaster; and a DHL depot in Droitwich. The first three sites were all adjacent to existing Harworth properties. The total consideration including costs was GBP26.0m with additional spend expected on these sites during 2018 for planning and initial development expenditure.

OPERATING PROFIT

Revenues in 2017 were GBP53.7m (2016: GBP33.7m) split between revenue from operations GBP23.9m (2016: GBP33.7m) and revenue from the disposal of development properties GBP29.8m (2016: GBPnil). Revenue from operations is split between: Income Generation GBP18.2m (2016: GBP17.4m), where revenue mainly comprises rental and royalty income together with some sales of coal fines and salvage; and Capital Growth GBP5.7m (2016: GBP16.3m). The increase in revenue from Income Generation reflected improved lettings and business space acquisitions made in late 2016 and in 2017. The reduction in revenue from Capital Growth reflected the completion in December 2016 of the two units at Logistics North which were forward funded by M&G Real Estate. The revenue in 2017 reflected amounts received on completion of the work including a promote fee on the letting of the larger 225,000 sq. ft unit to Whistl in January 2017. The smaller 175,000 sq. ft unit continues to be actively marketed on behalf of M&G Real Estate.

Revenue and cost of sales include amounts for the M&G forward funding contract at Logistics North as Harworth acted as principal in this transaction. This principal relationship was as a result of Harworth having exposure to potential construction and credit risks as well as the potential rewards of managing the construction on time and to budget, and letting the buildings favourably and early.

Cost of sales now comprises three elements being: sales of development properties; operating costs for business space, natural resources, agricultural land and coal fines activities; and costs in relation to the M&G contract for the construction and letting of units. Cost of sales increased to GBP37.7m (2016: GBP20.9m) including some large movements being the first-time recognition of sales of development property of GBP27.9m (2016: GBPnil) and a reduction in costs associated with the M&G contract to GBP3.7m (2016: GBP15.6m).

Total overheads, which include the overhead costs of the Capital Growth and Income Generation segments and central costs, amounted to GBP12.0m (2016: GBP10.6m). The increase in costs reflected an increased accrual for the 2012 Harworth Estates Long Term Incentive Plan, which concluded at the end of 2017, as a result of NNNAV outperformance, as well as increased staffing and business costs reflecting greater, and more productive, operational activity. The table below shows the results of the business split between Capital Growth, Income Generation and Central Overheads:

 
                                            2017                                        2016 
                         -------------------------------------------  ----------------------------------------- 
                                                     Central 
                         Capital                       Over-          Capital       Income      Central 
                          Growth  Income Generation    heads   Total   Growth   Generation   Over-heads   Total 
                            GBPm               GBPm     GBPm    GBPm     GBPm         GBPm         GBPm    GBPm 
-----------------------  -------  -----------------  -------  ------  -------  -----------  -----------  ------ 
Revenue                     35.4               18.3        -    53.7     16.3         17.4            -    33.7 
Cost of sales             (32.3)              (5.4)        -  (37.7)   (16.0)        (4.9)            -  (20.9) 
Overheads                  (1.9)              (1.8)    (8.3)  (12.0)    (1.8)        (1.5)        (7.3)  (10.6) 
Notional development 
 property costs 
 (1)                       (1.9)                  -        -   (1.9)        -            -            -       - 
Other operating 
 income/(expense)              -                  -      0.1     0.1        -        (0.1)            -   (0.1) 
Profit excluding 
 value gains (2)           (0.7)               11.1    (8.2)     2.2    (1.5)         10.9        (7.3)     2.2 
Revaluation gains           20.6                6.3        -    26.9     24.2         10.0            -    34.2 
Profit on disposals 
 (2)                         8.0                2.7        -    10.7      7.6          1.3            -     8.9 
Pension charge                 -                  -        -       -        -            -        (0.1)   (0.1) 
Operating profit 
 before exceptional 
 items                      27.9               20.0    (8.2)    39.7     30.2         22.1        (7.2)    45.2 
-----------------------  -------  -----------------  -------  ------  -------  -----------  -----------  ------ 
Net exceptional 
 items                         -                  -      0.3     0.3        -            -            -       - 
-----------------------  -------  -----------------  -------  ------  -------  -----------  -----------  ------ 
Operating profit 
 / (loss)                   27.9               20.0    (7.9)    40.1     30.2         22.1        (7.2)    45.2 
-----------------------  -------  -----------------  -------  ------  -------  -----------  -----------  ------ 
Joint ventures                 -                4.0        -     4.0        -          0.6            -     0.6 
=======================  =======  =================  =======  ======  =======  ===========  ===========  ====== 
Operating profit 
 before exceptional 
 items plus JVs             27.9               24.0    (8.2)    43.8     30.2         22.7        (7.2)    45.8 
-----------------------  -------  -----------------  -------  ------  -------  -----------  -----------  ------ 
Revaluation gains 
 on development 
 properties (3)              5.8                  -        -     5.8        -            -            -       - 
-----------------------  -------  -----------------  -------  ------  -------  -----------  -----------  ------ 
Value gains (including 
 JVs and development 
 properties)                21.0               26.4        -    47.4     31.7         12.0            -    43.7 
-----------------------  -------  -----------------  -------  ------  -------  -----------  -----------  ------ 
 

Notes: (1) The income statement has been re-presented to show development property sales (GBP7.7m) within profit on disposals and development property impairment (GBP5.8m) within revaluation gains. This notional cost is the net amount

(2) Profit excluding value gains comprises operating profit before exceptional items of GBP39.7m (2016: GBP45.2m) less pension costs of GBPnil (2016: GBP0.1m) and value gains of GBP37.6m (2016: GBP43.0m). Value gains comprise profit/(loss) on disposals (being profits on sale of investment properties of GBP2.9m (2016: GBP9.2m), assets held for sale of GBP0.1m (2016: loss of GBP0.4m) and development properties of GBP7.7m (2016: GBPnil) plus increase in fair value of investment properties of GBP26.9m (2016: GBP34.2m)

(3) This is the unrecognised mark to market gain since the properties were re-categorised into development properties

(4) There are minor differences on some totals due to rounding

Set out below are value gains for 2016 and 2017, which comprise profit on disposals, revaluation gains on investment properties (including joint ventures) and revaluation gains on development properties:

 
                                       2017                                      2016 
                     ----------------------------------------  ---------------------------------------- 
       GBPm                            Revaluation                               Revaluation 
                                           gains                                     gains 
                                    ------------------                        ------------------ 
                        Profit      Management  Market  Total     Profit      Management  Market  Total 
                      on disposals                              on disposals 
-------------------  -------------  ----------  ------  -----  -------------  ----------  ------  ----- 
Development/Capital 
 Growth 
Major Developments        8.0          8.7       4.3    21.0        6.8          8.7       3.4    18.9 
Strategic 
 Land                     0.0          12.2      1.2    13.4        0.7          10.8      1.3    12.8 
Investment/Income 
 Generation 
Business Space            0.5          4.4       0.8     5.7        0.1          5.7       0.9     6.7 
Natural Resources         2.2          1.4       0.1     3.7        0.0          4.0       1.2     5.2 
Agricultural 
 Land                     0.0          2.6       1.0     3.6        1.2          0.0      (1.1)    0.1 
Total                    10.7          29.2      7.5    47.4        8.8          29.2      5.7    43.7 
-------------------  -------------  ----------  ------  -----  -------------  ----------  ------  ----- 
 

The Group made sales of properties of GBP54.8m in 2017 (2016: GBP58.9m). The sales were split between residential serviced plots of GBP23.0m (2016: GBP20.5m), commercial development of GBP22.7m (2016: GBP26.8m) and other, essentially agricultural land of GBP9.1m (2016: GBP11.6m). Harworth made profit on disposals of GBP10.7m (2016: GBP8.8m), with all segments of the business achieving a profit on disposals with the two largest profits being from sales of land for residential and commercial occupiers at our flagship sites of Waverley and Logistics North respectively. In addition, Harworth undertook direct development on its sites with a land value of GBP2.1m and its share of property sales in its joint ventures was GBP0.9m.

Cash proceeds from sales were GBP46.6m (2016: GBP53.4m) reflecting the sales in the year of GBP54.8m (2016: GBP58.9m) less deferred consideration on sales in the year of GBP14.3m (2016: GBP10.9m) plus deferred consideration received from sales in prior year of GBP6.1m (2016: GBP5.4m).

In 2017, the Group achieved revaluation gains of GBP36.7m (2016: GBP34.9m) comprising: revaluation gains from investment properties, including overages of GBP32.7m (2016: GBP34.3m), revaluation gains from joint ventures of GBP4.0m (2016: GBP0.6m), revaluation gains from development properties of GBP5.8m (2016: GBPnil) less impairment of development properties of GBP5.8m (2016: GBPnil). All of the revaluation gains for development properties relate to Major Developments sites.

We have split the revaluation gains of GBP36.7m (2016: GBP34.9m) to reflect the contribution from active management of GBP29.2m (2016: GBP29.2m) and market movements of GBP7.5m (2016: GBP5.7m). Whilst there is a degree of subjectivity in this split, it highlights that the majority of the value gains continue to come from active management. The principal 2017 revaluation gains across the divisions were as follows:

 
 --   Major Developments - Capture of marriage value from 
       2017 acquisitions which adjoined existing sites (Chatterley 
       Valley and Coalville) together with movements at maturing 
       developments; 
 --   Strategic Land - Outline planning consent granted at 
       Thoresby (800 residential plots) and Kellingley (1.45m 
       sq. ft of commercial space); 
 --   Business Space - Increases from direct development 
       lettings and progress at recent acquisitions offset 
       by some ageing assets; 
 --   Natural Resources - Profitable sales for future energy 
       schemes and gains from asset management offset by declines 
       in fixed life assets; and 
 --   Agricultural Land - Aftercare and restoration advances 
       at former surface mines. 
 

EXCEPTIONAL ITEMS

Exceptional items in 2017 comprised three separate items which, as before, relate to sundry receipts and costs from the Group's legacy activities. The total amounts in 2017 were a credit of GBP0.3m (2016: GBPnil).

TAXATION

The income statement credit for taxation in the year was GBP7.8m (2016: GBP3.6m charge) which comprised a deferred tax credit of GBP9.3m (2016: GBP3.6m charge) and a current year tax charge of GBP1.5m (2016: GBPnil). The movement in deferred tax comprised the following:

 
 --   a GBP5.9m credit due to the execution of a contract 
       which resulted in increased certainty that the 
       losses would not be lost; 
 --   a number of chargeable gains and losses have crystallised 
       in the period as a result of a number of disposals 
       of investment property and the categorisation of 
       properties from investment property to development 
       property. These gains have been offset against 
       tax losses that were previously not recognised 
       from a deferred tax perspective. The losses crystallised 
       have been recognised whereas inherent capital losses 
       have not. As such, there has been a credit to deferred 
       tax of GBP13.2m; 
 --   the increase in valuation of the investment properties 
       in the period together with the impact of indexation 
       on the inherent gains in the investment property 
       portfolio for the period, along with some other 
       smaller movements in deferred tax items, have given 
       rise to a GBP5.9m deferred tax charge in the period; 
       and 
 --   following the submission of the tax computations 
       and returns for prior periods, the Group utilised 
       tax attributes resulting in a deferred tax charge 
       of GBP3.9m. 
 

The current tax charge comprised the following:

 
 --   a current year tax charge of GBP1.9m (2016: GBPnil) 
       resulting from profits on sales of development 
       properties; and 
 --   a land remediation relief tax credit of GBP0.3m 
       (2016: GBPnil). 
 

The Group is still utilising brought forward tax losses but as a result of categorising sites from investment to development, Harworth has started to pay tax on development property sales. In the current period, in terms of cash tax paid or received, Harworth received cash in respect of the land remediation relief claim and recovery of VAT on deal fees of GBP0.3m (2016: GBPnil).

At 31 December 2017, the Group had deferred tax liabilities of GBP13.0m (2016: GBP23.4m), related to unrealised gains on investment properties and had recognised deferred tax assets of GBP7.5m (2016: GBP8.5m). The net deferred tax liability was GBP5.5m (2016: GBP14.9m). Full details of the movements in tax are set out in note 6.

Due to recent changes in tax legislation, there is much greater flexibility in the utilisation of tax losses arising after 1 April 2017. However, these losses, and those losses accrued historically are subject to a 50% restriction. Whilst the Group has a significant level of accrued tax losses, these are in the form of capital losses which fall outside of these rules. As such, these rules are likely to have a limited impact on the group's tax profile going forward.

Recent legislation has aligned the computation of capital gains on disposals of properties between individuals and corporates by removing the benefit to corporates of indexation. This will have the impact of increasing the tax liabilities in future periods.

EARNINGS PER SHARE AND DIVIDS

Earnings per share increased to 15.76p (2016: 13.65p(5) ) and underlying earnings per share, excluding exceptional items, increased to 15.65p (2016: 13.65p). These increases reflect the positive progress made in the year with respect to profits and tax. The 2016 EPS has been restated following discussions with the Financial Reporting Council and their review of the 2016 Financial Statements, which did not correctly reflect the effect of the May 1 for 10 share consolidation on EPS.

An interim dividend of 0.253p per share (2016 interim: 0.230p) equivalent to GBP813k (2016 interim: GBP672k) for the 2017 financial year was paid on 13 October 2017. A final dividend for the 2017 financial year of 0.575p per share (2016 final: 0.523p) is proposed. The total dividend for the year of 0.828p per share (2016: 0.753p) is in line with our progressive dividend policy and represents a 10% increase over the prior year, reflecting ongoing growth and confidence in the business. The total dividend of GBP2.7m (2016: GBP2.2m) is due to the 10% growth in the dividend and the c.10% increase in the number of shares following the March 2017 equity capital raise. The final dividend will be paid on 1 June 2018 to shareholders on the register at the close of business on 4 May 2018. The ex-dividend date will be 3 May 2018.

NET ASSETS

As set out below, NAV increased to GBP409.3m as at 31 December 2017 from GBP334.9m as at 31 December 2016. This increase was as a result of movements in the year, being operating profit before exceptionals plus joint ventures of GBP43.8m, the March 2017 equity capital raise of GBP27.1m, a tax credit of GBP7.8m, less interest costs of GBP2.3m and dividends of GBP2.7m plus other movements of GBP0.7m.

 
                                          31 December   31 December 
                                                 2017          2016 
                                                 GBPm          GBPm 
---------------------------------------   -----------  ------------ 
Investment and development properties 
 (including investments in joint 
 ventures, assets held for sale, 
 overages and occupied properties)              457.1         400.3 
Cash                                              8.4          13.0 
Other assets                                     31.5          25.2 
----------------------------------------  -----------  ------------ 
Total assets                                    497.0         438.5 
Gross borrowings                                 40.6          52.5 
Deferred tax liability                            5.5          14.9 
Derivative financial instruments                  0.1           0.4 
Other liabilities                                41.5          35.8 
----------------------------------------  -----------  ------------ 
Net assets                                      409.3         334.9 
----------------------------------------  -----------  ------------ 
Number of shares in issue                 321,250,750   292,269,786 
----------------------------------------  -----------  ------------ 
NAV per share                                  127.4p        114.6p 
----------------------------------------  -----------  ------------ 
EPRA NNNAV per share (1)                       128.9p        114.6p 
----------------------------------------  -----------  ------------ 
EPRA NAV per share (2)                         131.0p        119.8p 
----------------------------------------  -----------  ------------ 
Notes: 
 (1) NAV (GBP409.3m; 2016: GBP334.9m) plus market value 
 of development properties (GBP5.8m; 2016: GBPnil) less 
 notional deferred tax (GBP1.0m; 2016: GBPnil) divided 
 by number of shares in issue 
 (2) EPRA NNNAV (GBP414.2m; 2016: GBP350.1m) excluding 
 deferred tax liability (GBP5.5m; 2016: GBP14.9m), notional 
 deferred tax on development properties (GBP1.0m; 2016: 
 GBPnil) and mark to market movement on financial instruments 
 (GBP0.1m; 2016: GBP0.4m) divided by number of shares 
 in issue 
 

FINANCING STRATEGY AND FUNDING

Harworth's financing strategy is to be prudently geared as we believe that this gives the Group a number of advantages:

 
 --   allows working capital swings to be managed appropriately 
       given that infrastructure spend is usually in advance 
       of sales and thus net debt can increase by over 
       GBP30m during the year; 
 --   gives the Group the ability to complete acquisitions 
       quickly, which is often a differentiating factor 
       in a competitive situation; 
 --   ensures that we do not combine financial gearing 
       with Harworth's existing operational gearing. Such 
       operational gearing is the appropriate levels of 
       exposure we take in terms of planning, remediation/engineering, 
       letting and sales risks; and 
 --   higher gearing levels are not easily supported 
       by Harworth's existing activities - we do not gear 
       our Capital Growth properties being our Strategic 
       Land and Major Developments' sites. 
 

Harworth's financing strategy also involves the Group trying to balance its cash flows by funding infrastructure spend and investment in acquisitions through disposal proceeds. In 2017, Harworth achieved sales which were slightly ahead of Group expectations and the expected partial acquisition of a site was delayed from before the year-end until 2018 resulting in a slight decrease in net debt.

As at 31 December 2017 Harworth's gross Loan To Value ("LTV") was 8.8% (2016: 13.1%) and net LTV was 7.0% (FY 2016: 9.9%). However, as set out above Capital Growth sites are deliberately not geared, so if gearing is just assessed against the value of Business Space and Natural Resources properties this equates to a gross LTV of 26.3% (2016: 41.6%) and a net LTV of 20.8% (2016: 31.3%).

On 13 February 2018, Harworth extended the term of its existing GBP75m Revolving Credit Facility ("RCF") with RBS by two years such that it now expires in February 2023. The extension was on substantially the same terms with the only notable change being a slight increase in margin to 210bps over LIBOR (from 200bps). The Group's hedging strategy is to have roughly half of its debt at a fixed rate and half of its debt exposed to floating rates. As a consequence, Harworth has a GBP30m fixed rate swap at an all-in rate of 2.955% (including fees) until June 2020. The interest rate swap is hedge accounted with any unrealised movements going through reserves.

The Group also uses infrastructure funding, provided by public bodies to promote the development of major sites for employment and housing needs, as part of our funding. At 31 December 2017 the Group had six infrastructure facilities with all-in funding rates of between 2.5% and 4.7%. During the year, to assist with funding requirements associated with greater activities and continued growth, we secured an increase in our bonding line from GBP10.0m to GBP15.0m.

The Group had borrowings and loans of GBP40.6m at 31 December 2017 (2016: GBP52.5m), being the RBS RCF of GBP23.3m (2016: GBP37.0m) and infrastructure loans of GBP17.3m (FY 2016: GBP15.5m). The Group's cash and cash equivalents at 31 December 2017 were GBP8.4m (2016: GBP13.0m). The resulting net debt was GBP32.3m (2016: GBP39.5m). The weighted average cost of debt, using 31 December 2017 balances and rates, was 3.0% with a 0.8% non-utilisation fee on undrawn RCF amounts (2016: 2.9% with a 0.8% non-utilisation fee on undrawn RCF amounts). For the twelve months to 31 December 2017 Harworth's interest cover, as calculated by the RBS RCF covenant calculation, was 3.41x against a covenant test of 1.5x.

PREMIUM LISTING

Reflecting Harworth's continuing development since its relisting in 2015, the Board has engaged advisers on the workstreams to be completed to move the Company's shares from the Standard segment to the Premium segment of the Official List. This work is expected to be completed over the coming months with the move taking place in the second half of the year, subject to the approval of the UK Listing Authority. The Board believes that this will position the Company for potential future admission to the UK FTSE indices.

Andrew Kirkman

Finance Director

6 March 2018

Principal risks and uncertainties

During 2017, as part of its ongoing continual improvement programme, the Group undertook another detailed review of its principal risks and uncertainties. These are the risks identified by the Board which could have a material impact on the Group's strategic priorities, business model, future performance, solvency and/or liquidity. This review was led by our Company Secretary in conjunction with the Board, the Audit Committee, the Executive Committee and the senior management team which reports directly to the Executive Committee.

The Group's current risk profile was mapped, with individual risks grouped into eight categories, being: (1) markets; (2) delivery; (3) politics; (4) finance; (5) people; (6) legal and regulatory; (7) governance and internal controls; and (8) communications and stakeholder management. Risks were scored on a "heat map", from "very low" to "very high", according to residual risk status (after accounting for mitigation measures already in place), materiality and anticipated movement in risk over the next 12 months. This has led to further refinement of the Group's Risk Register. This detailed review has confirmed that there has been no material change in the Group's overall risk profile since publication of the 2016 Annual Report and Financial Statements and the profile remains in line with the Board's risk appetite, with all categories scored as either medium or low risk at the date of this preliminary results announcement.

The Group is subject to both external and internal risk factors which could have a material effect, both positive and negative, on the operation and performance of the business. External factors, which are largely outside of the Group's control, include macro-economic and political factors. As negotiations continue for the UK's withdrawal from the EU, the Board expects that the Group will continue to operate in an uncertain economic and political climate in the short to medium term. Whilst the Group is not immune to that uncertainty, it is mitigated by the positive economic and consumer trends in our core markets, with the residential, logistics and manufacturing sectors in the North of England and the Midlands continuing to have solid fundamentals and favourable performance.

The 2017 Annual Report and Financial Statements will include a detailed analysis of the Group's principal risks and uncertainties, reflecting the detailed review and evolution of the Group Risk Register referred to above. This analysis will (A) record the current status of each risk category, after mitigation; (B) list the mitigation measures already in place and those identified for implementation over the next 12 months; and (C) indicate how each risk category could impact our strategic priorities.

Unaudited Consolidated Income Statement

for the year ended 31 December 2017

 
                                               Year ended    Year ended 
                                              31 December   31 December 
                                                     2017          2016 
                                       Note        GBP000        GBP000 
-------------------------------------  ----  ------------  ------------ 
Revenue                                 3          53,673        33,693 
Cost of sales                           3        (37,678)      (20,905) 
-------------------------------------  ----  ------------  ------------ 
Gross profit                                       15,995        12,788 
Administrative expenses                 3        (12,020)      (10,457) 
Other gains                             3          35,658        43,027 
Other operating income/(expense)        3              98         (204) 
-------------------------------------  ----  ------------  ------------ 
Operating profit before exceptional 
 items                                             39,731        45,154 
Exceptional income                      4             414           689 
Exceptional expense                     4            (83)         (682) 
-------------------------------------  ----  ------------  ------------ 
Operating profit                                   40,062        45,161 
Share of profit of joint ventures       10          4,039           647 
Finance income                          5              16           247 
Finance costs                           5         (2,277)       (2,588) 
-------------------------------------  ----  ------------  ------------ 
Profit before tax                                  41,840        43,467 
Tax credit/(charge)                     6           7,843       (3,566) 
-------------------------------------  ----  ------------  ------------ 
Profit for the financial year                      49,683        39,901 
-------------------------------------  ----  ------------  ------------ 
 
  Profit per share from continuing operations attributable 
  to the owners of the Group during the year 
                                       Note         pence         pence 
-------------------------------------  ----  ------------  ------------ 
Basic and diluted earnings per share    8            15.8         13.7* 
 

*The 2016 Earnings per share has been restated to reflect the impact of the May 2016 1 for 10 share consolidation

Unaudited Consolidated Statement of Comprehensive Income

for the year ended 31 December 2017

 
                                                        Year ended     Year ended 
                                                       31 December    31 December 
                                                              2017           2016 
                                               Note         GBP000         GBP000 
--------------------------------------------  -----  -------------  ------------- 
 Profit for the financial year                              49,683         39,901 
 Other comprehensive income/(expense) 
  - items that will not be reclassified 
  to profit or loss: 
 Fair value of financial instruments            18             244          (366) 
 Actuarial loss on Blenkinsopp 
  Pension Scheme                                             (105)          (269) 
 Revaluation of Group occupied 
  property                                                      12           (17) 
 Deferred tax on other comprehensive 
  income/(expense) items                        6             (51)             94 
--------------------------------------------  -----  -------------  ------------- 
 Total other comprehensive income/(expense)                    100          (558) 
--------------------------------------------  -----  -------------  ------------- 
 Total comprehensive income for 
  the financial year                                        49,783         39,343 
--------------------------------------------  -----  -------------  ------------- 
 

Unaudited Consolidated Balance Sheet

as at 31 December 2017

 
                                                As at         As at 
                                          31 December   31 December 
                                                 2017          2016 
                                   Note        GBP000        GBP000 
---------------------------------  ----  ------------  ------------ 
ASSETS 
Non-current assets 
Property, plant and equipment                     802           789 
Investment properties               9         216,560       379,190 
Investment in joint ventures        10         18,838        10,549 
Other receivables                   11          2,666         1,397 
Trade receivables                   13          5,250             - 
                                              244,116       391,925 
---------------------------------  ----  ------------  ------------ 
Current assets 
Inventories                         12        211,618           733 
Trade and other receivables         13         25,165        24,444 
Cash                                            8,371        13,007 
Assets classified as held for 
 sale                               14          7,688         8,350 
---------------------------------  ----  ------------  ------------ 
                                              252,842        46,534 
---------------------------------  ----  ------------  ------------ 
Total assets                                  496,958       438,459 
---------------------------------  ----  ------------  ------------ 
LIABILITIES 
Current liabilities 
Borrowings                          15        (6,145)       (1,819) 
Trade and other payables            16       (40,035)      (33,719) 
                                             (46,180)      (35,538) 
---------------------------------  ----  ------------  ------------ 
Net current assets                            206,662        10,996 
---------------------------------  ----  ------------  ------------ 
Non-current liabilities 
Borrowings                          15       (34,501)      (50,659) 
Trade and other payables            16          (760)       (1,520) 
Derivative financial instruments    18          (122)         (366) 
Deferred income tax liabilities     6         (5,521)      (14,851) 
Retirement benefit obligations                  (563)         (602) 
---------------------------------  ----  ------------  ------------ 
                                             (41,467)      (67,998) 
---------------------------------  ----  ------------  ------------ 
Total liabilities                            (87,647)     (103,536) 
---------------------------------  ----  ------------  ------------ 
Net assets                                    409,311       334,923 
---------------------------------  ----  ------------  ------------ 
SHAREHOLDERS' EQUITY 
Capital and reserves 
Share capital and premium           17         56,501        29,227 
Investment in own shares            17          (263)             - 
Fair value reserve                             85,109        58,279 
Capital redemption reserve                        257           257 
Merger reserve                                 45,667        45,667 
Retained earnings                             222,040       201,493 
Total equity                                  409,311       334,923 
---------------------------------  ----  ------------  ------------ 
 

Unaudited Consolidated Statement of Changes in Equity

for the year ended 31 December 2017

 
                                  Share                Fair      Capital 
                                Capital    Merger     value   redemption               Own   Retained    Total 
                            and Premium   reserve   reserve      reserve            Shares   earnings   equity 
                     Note        GBP000    GBP000    GBP000       GBP000            GBP000     GBP000   GBP000 
-------------------  ----  ------------  --------  --------  -----------  ----------------  ---------  ------- 
Balance at 1 
 January 
 2016                           158,348    45,667    24,060          257                 -     69,411  297,743 
Profit for 
 financial 
 year                                 -         -         -            -                 -     39,901   39,901 
Transfer of fair 
 value gains          2               -         -    34,236            -                 -   (34,236)        - 
Other comprehensive income/(expense): 
Fair value of 
 financial 
 instruments          18              -         -         -            -                 -      (366)    (366) 
Actuarial loss 
 on 
 Blenkinsopp 
 Pension 
 Scheme                               -         -         -            -                 -      (269)    (269) 
Revaluation of 
 Group occupied 
 property                             -         -      (17)            -                 -          -     (17) 
Deferred tax          6               -         -         -            -                 -         94       94 
-------------------  ----  ------------  --------  --------  -----------  ----------------  ---------  ------- 
Total comprehensive 
 income for the 
 year ended 
 31 December 2016                     -         -    34,219            -                 -      5,124   39,343 
Transaction with owners: 
Transfer of share 
 premium to other 
 distributable 
 reserves             17      (129,121)         -         -            -       -   129,121                   - 
Dividend paid         7               -         -         -            -       -   (2,163)             (2,163) 
-------------------  ----  ------------  --------  --------  -----------  ------  --------  ------------------ 
Balance at 31 
 December 2016                   29,227    45,667    58,279          257       -   201,493             334,923 
Profit for the 
 financial year                       -         -         -            -       -    49,683              49,683 
Transfer of fair 
 value gains          2               -         -    32,636            -       -  (32,636)                   - 
Transfer of net 
 realisable value 
 provision of 
 development 
 properties           2               -         -   (5,818)            -       -     5,818                   - 
Other comprehensive income/(expense): 
Fair value of 
 financial 
 instruments          18              -         -         -            -       -       244                 244 
Actuarial loss 
 on 
 Blenkinsopp 
 Pension 
 Scheme                               -         -         -            -       -     (105)               (105) 
Revaluation of 
 Group occupied 
 property                             -         -        12            -       -         -                  12 
Deferred tax 6                        -         -         -            -       -      (51)                (51) 
-------------------------  ------------  --------  --------  -----------  ------  --------  ------------------ 
Total comprehensive 
 income for the 
 year ended 31 
 December 2017                        -         -    26,830            -       -    22,953              49,783 
Transaction with owners: 
Share issue less 
 costs                17         27,065         -         -            -       -         -              27,065 
Other transaction 
 costs                              209         -         -            -       -         -                 209 
Purchase of own 
 shares               17              -         -         -            -   (263)        86               (177) 
Dividends paid        7               -         -         -            -       -   (2,492)             (2,492) 
-------------------  ----  ------------  --------  --------  -----------  ------  --------  ------------------ 
                                 27,274         -         -            -   (263)   (2,406)              24,605 
-------------------  ----  ------------  --------  --------  -----------  ------  --------  ------------------ 
Balance at 31 
 December 2017                   56,501    45,667    85,109          257   (263)   222,040             409,311 
-------------------  ----  ------------  --------  --------  -----------  ------  --------  ------------------ 
 
 

Unaudited Statement of Cash Flows

for the year ended 31 December 2017

 
                                                   Year ended    Year ended 
                                                  31 December   31 December 
                                           Note          2017          2016 
-----------------------------------------  ----  ------------  ------------ 
Cash flows from operating activities                   GBP000        GBP000 
Profit before tax for the financial 
 year                                                  41,840        43,467 
Net interest payable                        5           2,261         2,341 
Other gains                                 2        (35,658)      (43,027) 
Share of profit of joint venture            10        (4,039)         (647) 
Depreciation of property, plant 
 and equipment                                              8             2 
Pension contributions in excess 
 of charge and other gains                              (144)         (102) 
-----------------------------------------  ----  ------------  ------------ 
Operating cash inflows before movements 
 in working capital                                     4,268         2,034 
Decrease in inventories                                18,232           359 
Increase in receivables                               (5,970)         (634) 
Increase in payables                                    8,394         3,715 
-----------------------------------------  ----  ------------  ------------ 
Cash generated from operations                         24,924         5,474 
Loan arrangement fees paid                              (214)         (150) 
Interest paid                                         (1,277)       (1,861) 
Corporation tax received                                  175             - 
Cash generated from operating activities               23,608         3,463 
-----------------------------------------  ----  ------------  ------------ 
Cash flows from investing activities 
Interest received                           5              16           247 
Acquisition of/investment in joint 
 ventures                                             (4,250)       (9,134) 
Proceeds from disposal of investment 
 properties                                            24,434        53,201 
Expenditure on investment properties                 (60,431)      (47,528) 
Expenditure on property, plant 
 and equipment                                            (9)          (25) 
Cash used in investing activities                    (40,240)       (3,239) 
-----------------------------------------  ----  ------------  ------------ 
Cash flows from financing activities 
Net proceeds from issue of ordinary 
 shares                                                27,065             - 
Proceeds from other loans                               6,502         5,187 
Repayment of bank loans                              (57,000)      (12,000) 
Proceeds from bank loans                               43,000             - 
Repayment of other loans                              (5,111)       (5,805) 
Investment in own shares                                (177)             - 
Other transaction costs                                   209             - 
Dividends paid                              7         (2,492)       (2,163) 
Cash generated from/(used in) financing 
 activities                                            11,996      (14,781) 
-----------------------------------------  ----  ------------  ------------ 
Decrease in cash                                      (4,636)      (14,557) 
-----------------------------------------  ----  ------------  ------------ 
 
At 1 January 
 Cash                                                  13,007        27,564 
-----------------------------------------  ----  ------------  ------------ 
 
Decrease in cash                                      (4,636)      (14,557) 
-----------------------------------------  ----  ------------  ------------ 
 
At 31 December 
 Cash                                                   8,371        13,007 
-----------------------------------------  ----  ------------  ------------ 
 

Notes to the financial statements

for the year ended 31 December 2017

   1.   Accounting policies 

The principal accounting policies adopted in the preparation of these unaudited consolidated financial statements are set out below. These policies have been consistently applied to all of the years presented, unless otherwise stated.

General information

Harworth Group plc (the "Group") is a limited liability company incorporated and domiciled in the UK. The address of its registered office is Advantage House, Poplar Way, Catcliffe, Rotherham, South Yorkshire, S60 5TR. The Group is listed on the London Stock Exchange.

Basis of preparation

The preliminary results for the year ended 31 December 2017 are unaudited. The financial information set out in this announcement does not constitute the Group's financial statements for the year ended 31 December 2017 or 31 December 2016 as defined by Section 434 of the Companies Act 2006.

This financial information has been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union, IFRS IC interpretations and the Companies Act 2006 applicable to companies reporting under IFRS and therefore complies with Article 4 of the EU IAS regulations.

The financial information for the year ended 31 December 2016 is derived from the statutory accounts for that year which have been delivered to the Registrar of Companies. The auditors, PricewaterhouseCoopers LLP, reported on those accounts and their report was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under Section 498 (2) or (3) of the Companies Act 2006.

The statutory accounts for the year ended 31 December 2017 will be finalised on the basis of the financial information presented by the Directors in these preliminary results and will be delivered to the Registrar of Companies following the Annual General Meeting of Harworth Group plc.

The same accounting policies and methods of computation are followed as in the latest published audited accounts for the year ended 31 December 2016, which are available on the Group's website at http://harworthgroup.com/ except for as described below:

Inventories

Inventories comprise development properties, land held for development, options to purchase land, planning promotion agreements and coal slurry that has been processed and is ready for sale.

Development properties are included in the consolidated balance sheet at the lower of cost and net realisable value. Net realisable value is the expected net sales proceeds of the developed property in the ordinary course of business less estimated costs to complete and anticipated selling costs. Properties re-categorised to development properties from investment properties are transferred at deemed cost, being the fair value at the date of re-categorisation. Properties are re-categorised as development properties once planning is secured and the intention to bring those properties forward for development and sale has been agreed.

Land held for development is land that has planning permission and is being developed for onward sale.

Options to purchase land are agreements that the Group has entered into with the landowners whereby the Group has the option to purchase the land within a limited timeframe. The landowners are not generally permitted to sell to any other party during this period, unless agreed by the Group. All costs, including the cost of entering the option, are capitalised. At each reporting date, the recoverability of the costs are considered by management, and where required provisions are made such that the agreements as held at the lower of cost and net realisable value.

Planning promotion agreements are agreements that the Group has entered into with the landowners whereby the Group acts as an agent to the landowners in exchange for a fee of a set percentage of the proceeds or profit of the eventual sale. The Group promotes the land through the planning process at its own expense. If the land is sold the Group will receive a fee for its services.

Inventories (continued)

The Group incurs various costs in promoting land held under promotion planning agreements, in some instances the agreements allow for the Group to be reimbursed certain expenditure following the conclusion of a successful sale. These costs are held in inventory at the lower of cost and net realisable value. Upon reimbursement, inventory is reduced by the value of the reimbursed cost.

Coal fines that have been processed and are ready for sale are stated at the lower of cost and estimated net realisable value. Inventories comprise all of the direct costs incurred in bringing the coal fines to their present state.

Investment properties

Investment properties are those properties which are not occupied by the Group and which are held for long term rental yields, capital appreciation or both. Investment property also includes property that is being developed or constructed for future use as investment property by the Group. Investment properties comprise freehold land and buildings and are measured at fair value. At the end of a financial year the fair values are determined by obtaining an independent valuation prepared in accordance with the current edition of the Appraisal and Valuation Standards published by the Royal Institution of Chartered Surveyors. External, independent valuation firms having appropriate, recognised professional qualifications and recent experience in the location and category of property being valued are used.

Investment properties are re-categorised as development properties and moved to inventory once planning is secured and the intention to bring those properties forward for development and sale has been agreed.

At each subsequent reporting date, investment properties are re-measured to their fair value. Movements in fair value are included in the income statement.

Where specific investment properties have been identified as being for sale within the next twelve months, a sale is considered highly probable and the property is immediately available for sale, their fair value is shown under assets classified as held-for-sale within current assets, measured in accordance with the provisions of IAS 40 'Investment Property'.

Revenue recognition

Revenue comprises rental and other land related income arising on investment properties, income from construction contracts, the sale of coal fines and the sale of development properties.

Rentals are accounted for on a straight-line basis over the lease term.

Income from construction contracts is recognised in line with the accounting policy for construction contracts. Revenue is recognised when the Group is acting as a principal under a contract with primary responsibility for the contract and has exposure to significant risks and rewards of the contract.

Revenue from the sale of coal fines is recognised at the point of despatch.

Revenue from the sale of development properties is recognised at the point of legal completion and where title has passed.

Revenue is recognised to the extent that it is probable that the economic benefit will flow to the Group and the revenue can be reliably measured. All such revenue is reported net of discounts, and value added and other sales taxes.

Changes in accounting policy and disclosures

(a) New standards, amendments and interpretations

No new standards, amendments or interpretations, effective for the first time for the financial year beginning on or after 1 January 2017 have had a material impact on the Group.

(b) New standards, amendments and interpretations not yet adopted

A number of new standards and amendments to standards and interpretations are effective for annual periods beginning after 1 January 2017, and have not been applied in preparing these preliminary financial statements. None of these is expected to have a significant effect on the financial statements of the Group, except the following, set out below:

-- IFRS 9, 'Financial instruments', addresses the classification, measurement and recognition of financial assets and financial liabilities. It replaces the guidance in IAS 39 that relates to the classification and measurement of financial instruments. IFRS 9 retains but simplifies the mixed measurement model and establishes three primary measurement categories for financial assets: amortised cost, fair value through OCI and fair value through P&L. The basis of classification depends on the entity's business model and the contractual cash flow characteristics of the financial asset. Investments in equity instruments are required to be measured at fair value through profit or loss with the irrevocable option at inception to present changes in fair value in OCI not recycling. There is now a new expected credit losses model that replaces the incurred loss impairment model used in IAS 39. For financial liabilities there were no changes to classification and measurement except for the recognition of changes in own credit risk in other comprehensive income, for liabilities designated at fair value through profit or loss. IFRS 9 relaxes the requirements for hedge effectiveness by replacing the bright line hedge effectiveness tests. It requires an economic relationship between the hedged item and hedging instrument and for the 'hedged ratio' to be the same as the one management actually uses for risk management purposes. Contemporaneous documentation is still required but is different from that currently prepared under IAS 39. The standard is effective for accounting periods beginning on or after 1 January 2018. Early adoption is permitted, subject to EU endorsement. The impact of IFRS9 has been assessed on the financial instruments of the Group. At present, based on these assessments the Group does not believe that any significant adjustments are required.

-- IFRS 15, 'Revenue from contracts with customers' deals with revenue recognition and establishes principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. Revenue is recognised when a customer obtains control of a good or service and thus has the ability to direct the use and obtain the benefits from the good or service. The standard replaces IAS 18 'Revenue' and IAS 11 'Construction contracts' and related interpretations. The standard is effective for annual periods beginning on or after 1 January 2018. The Group has performed a detailed assessment of the impact of IFRS 15 on existing revenue streams and policies. This review has analysed all revenue generated during 2017 and has highlighted that revenues relating to the sales of development properties, particularly where revenue involves a deferred element or conditions subsequent exist, are specifically affected by the standard as are certain promote agreements. The Group expects the impact of implementing this standard

on revenue to amount to GBP2.1m for 2017.

-- IFRS 16, 'Leases' addresses the definition of a lease, recognition and measurement of leases and establishes principles for reporting useful information to users of financial statements about the leasing activities of both lessees and lessors. A key change arising from IFRS 16 is that most operating leases will be accounted for on balance sheet for lessees. The standard replaces IAS 17 'Leases', and related interpretations. The standard is effective for annual periods beginning on or after 1 January 2019 and earlier application is permitted, subject to EU endorsement and the entity adopting IFRS 15 'Revenue from contracts with customers' at the same time. The full impact of IFRS 16 continues to be assessed, however, the Group does not believe it will have a significant impact.

Estimates and judgements

The significant judgements made by management in applying the Group`s accounting policies and the key sources of estimation were the same as those that applied to the latest published audited accounts for the year ended 31 December 2016, with the exception of the estimation management have made to assess the extent to which, now former, mining tenants would fall short of meeting their restoration liabilities. At 31 December 2017, management estimate this shortfall to amount to GBP3.2m (2016: GBP6.0m). This has been treated as a reduction in the valuation of the properties, which these former tenants occupied.

   2.   Operating profit 

Operating profit is stated after charging:

 
                                               Year ended    Year ended 
                                              31 December   31 December 
                                                     2017          2016 
                                       Note        GBP000        GBP000 
-------------------------------------  ----  ------------  ------------ 
Classified within cost of sales: 
Net realisable value provision 
 of development properties              12        (5,818)             - 
-------------------------------------  ----  ------------  ------------ 
 Classified within other gains: 
Increase in fair value of investment 
 properties                             9          32,133        33,713 
Decrease in fair value of assets 
 classified as held for sale            14           (83)         (224) 
Increase in fair value of other 
 receivables                            11            586           747 
-------------------------------------  ----  ------------  ------------ 
Total fair value gains included 
 within other gains                                32,636        34,236 
Profit on disposal of investment 
 properties                                         2,919         9,166 
Profit/(loss) on disposal of 
 assets classified as held for 
 sale                                                 103         (375) 
-------------------------------------  ----  ------------  ------------ 
Total other gains                                  35,658        43,027 
-------------------------------------  ----  ------------  ------------ 
 
   3.   Segment information 

31 December 2017

 
                                                                                 Capital Growth 
                                                                             ----------------------- 
                                                                                 Sale of       Other      Income  Unallocated     Total 
                                                                             development    property  Generation        costs 
                                                                              properties  activities 
                                                                      Note        GBP000      GBP000      GBP000       GBP000    GBP000 
---------------------------------------------------------------------------  -----------  ----------  ----------  -----------  -------- 
Revenue                                                                           29,765       5,671      18,237            -    53,673 
Cost of sales                                                                   (27,893)     (4,396)     (5,389)            -  (37,678) 
---------------------------------------------------------------------------  -----------  ----------  ----------  -----------  -------- 
Gross Profit (1)                                                                   1,872       1,275      12,848            -    15,995 
Administrative expenses                                                                -     (1,927)     (1,752)      (8,341)  (12,020) 
Other gains (2) 2                                                                      -      26,924       8,734            -    35,658 
Other operating income                                                                 -           -          17           81        98 
---------------------------------------------------------------------------  -----------  ----------  ----------  -----------  -------- 
Operating profit/(loss) before exceptional 
 items                                                                             1,872      26,272      19,847      (8,260)    39,731 
Net exceptional items 4                                                                -           -           -          331       331 
---------------------------------------------------------------------------  -----------  ----------  ----------  -----------  -------- 
Operating profit/(loss)                                                            1,872      26,272      19,847      (7,929)    40,062 
Share of profit of joint ventures 10                                                   -          26       4,013            -     4,039 
Finance income 5                                                                       -           -           -           16        16 
Finance costs 5                                                                        -           -           -      (2,277)   (2,277) 
---------------------------------------------------------------------------  -----------  ----------  ----------  -----------  -------- 
Profit/(loss) before tax                                                           1,872      26,298      23,860     (10,190)    41,840 
---------------------------------------------------------------------------  -----------  ----------  ----------  -----------  -------- 
 
Memo: (1) 
Gross profit is analysed as follows: 
Gross profit excluding sales of development 
 properties                                                                            -       1,275      12,848            -    14,123 
Gross profit on sales of development 
 properties                                                                        7,690           -           -            -     7,690 
Net realisable value provision of development 
 properties                                                                      (5,818)           -           -            -   (5,818) 
                                                                             -----------  ----------  ----------  -----------  -------- 
                                                                                   1,872       1,275      12,848            -    15,995 
---------------------------------------------------------------------------  -----------  ----------  ----------  -----------  -------- 
 
Memo: (2) 
 Other gains are analysed as follows: 
Increase in fair value of investment 
 properties (note 9)                                                                   -      26,139       5,994            -    32,133 
(Decrease)/increase in fair value of 
 assets classified as held for sale (note 
 14)                                                                                   -       (113)          30            -      (83) 
Profit on sale of investment properties                                                -         216       2,703            -     2,919 
Profit on sale of assets classified 
 as held for resale                                                                    -          96           7            -       103 
Increase in fair value of overages (note 
 11)                                                                                   -         586           -            -       586 
                                                                             -----------  ----------  ----------  -----------  -------- 
                                                                                       -      26,924       8,734            -    35,658 
---------------------------------------------------------------------------  -----------  ----------  ----------  -----------  -------- 
 

Segmental assets

 
                                 Note  Capital       Income 
                                        Growth   Generation  Unallocated    Total 
                                        GBP000       GBP000       GBP000   GBP000 
------------------------------  -----  -------  -----------  -----------  ------- 
Property, plant and equipment                -            -          802      802 
Investment properties             9     43,132      173,428            -  216,560 
Investments in joint ventures    10      1,042       17,796            -   18,838 
Other receivables                11      2,666            -            -    2,666 
Inventories                      12    211,535           83            -  211,618 
Assets classified as held 
 for sale                        14      2,782        4,906            -    7,688 
Non-current trade receivables    13      5,250            -            -    5,250 
Current trade and other 
 receivables                     13     16,516        6,762        1,887   25,165 
                                       -------  -----------  -----------  ------- 
                                       282,923      202,975        2,689  488,587 
------------------------------                               -----------  ------- 
Unallocated assets: 
Cash                                                               8,371    8,371 
------------------------------  -----  -------  -----------  -----------  ------- 
Total assets                           282,923      202,975       11,060  496,958 
------------------------------  -----  -------  -----------  -----------  ------- 
 

Financial liabilities are not allocated to the reporting segments as they are managed and measured on a Group basis.

31 December 2016

 
                                   Capital Growth       Income  Unallocated     Total 
                                                    Generation        costs 
                             Note          GBP000       GBP000       GBP000    GBP000 
---------------------------  ----  --------------  -----------  -----------  -------- 
Revenue from operations*                   16,307       17,386            -    33,693 
Cost of sales                            (15,967)      (4,938)            -  (20,905) 
---------------------------  ----  --------------  -----------  -----------  -------- 
Gross Profit                                  340       12,448            -    12,788 
Administrative expenses                   (1,765)      (1,416)      (7,276)  (10,457) 
Other gains (1)               2            31,653       11,374            -    43,027 
Other operating expenses                        -        (117)         (87)     (204) 
---------------------------  ----  --------------  -----------  -----------  -------- 
Operating profit/(loss) 
 before exceptional items                  30,228       22,289      (7,363)    45,154 
Exceptional items             4                 -        (682)          689         7 
---------------------------  ----  --------------  -----------  -----------  -------- 
Operating profit/(loss)                    30,228       21,607      (6,674)    45,161 
Share of profit of joint 
 ventures                                       -          647            -       647 
Finance income                                  -            -          247       247 
Finance costs                                   -            -      (2,588)   (2,588) 
Profit / (loss) before tax                 30,228       22,254      (9,015)    43,467 
---------------------------  ----  --------------  -----------  -----------  -------- 
 

* No activity relating to sales of development properties occurred in the year ended 31 December 2016

 
 Memo (1)                        Note 
  Other gains are analysed 
  as follows: 
 Increase in fair value 
  of investment properties        9    23,433  10,280  -33,713 
 Decrease in fair value 
  of assets classified as 
  held for sale                  14         -   (224)  - (224) 
 Profit on sale of investment 
  properties                            7,473   1,693  - 9,166 
 Loss on sale of assets 
  classified as held for 
  sale                                      -   (375)  - (375) 
 Increase in fair value 
  of overages                    11       747       -  -   747 
                                       31,653  11,374  -43,027 
------------------------------  -----  ------  ------   ------ 
 

Segmental assets

 
                                                   Capital       Income 
                                                    Growth   Generation  Unallocated    Total 
                                             Note   GBP000       GBP000       GBP000   GBP000 
------------------------------------------  -----  -------  -----------  -----------  ------- 
Property, plant and equipment                            -            -          789      789 
Investment properties                         9    232,886      146,304            -  379,190 
Investments in joint ventures                10        868        9,681            -   10,549 
Other receivables                            11      1,397            -            -    1,397 
Inventories                                  12        454          279            -      733 
Assets classified as held for sale           14      6,152        2,198            -    8,350 
Trade and other receivables (all current)    13     10,521        1,673       12,250   24,444 
                                                   252,278      160,135       13,039  425,452 
------------------------------------------  -----  -------  -----------  -----------  ------- 
Unallocated assets: 
Cash                                                                          13,007   13,007 
------------------------------------------  -----  -------  -----------  -----------  ------- 
Total assets                                       252,278      160,135       26,046  438,459 
------------------------------------------  -----  -------  -----------  -----------  ------- 
 

Financial liabilities are not allocated to the reporting segments as they are managed and measured on a Group basis.

4. Exceptional items

 
                                               Year ended    Year ended 
                                              31 December   31 December 
                                                     2017          2016 
                                                   GBP000        GBP000 
-------------------------------------------  ------------  ------------ 
Exceptional income: 
Settlements from the administration 
 of legacy companies                                  414           689 
Total exceptional income                              414           689 
-------------------------------------------  ------------  ------------ 
Exceptional expense: 
Sundry costs relating to legacy activities           (83)             - 
Under recovery relating to the cessation 
 of coal fine activities at Rugeley 
 and coal fines stock provision                         -         (682) 
Total exceptional expense                            (83)         (682) 
-------------------------------------------  ------------  ------------ 
Net exceptional items                                 331             7 
-------------------------------------------  ------------  ------------ 
 
   5.   Finance income and costs 
 
                         Year ended    Year ended 
                        31 December   31 December 
                               2017          2016 
                             GBP000        GBP000 
---------------------  ------------  ------------ 
Total finance income             16           247 
---------------------  ------------  ------------ 
 
Finance costs 
- Bank interest               (994)       (1,559) 
- Facility fees               (807)         (545) 
- Other interest              (476)         (484) 
---------------------  ------------  ------------ 
Total finance costs         (2,277)       (2,588) 
---------------------  ------------  ------------ 
 
Net finance costs           (2,261)       (2,341) 
---------------------  ------------  ------------ 
 
   6.    Tax (credit)/charge 
 
                                                   Year ended    Year ended 
                                                  31 December   31 December 
Analysis of tax (credit)/charge in the                   2017          2016 
 year                                                  GBP000        GBP000 
-----------------------------------------------  ------------  ------------ 
Current tax 
Current year                                            1,874             - 
Adjustment in respect of prior periods                  (336)             - 
Total current tax charge                                1,538             - 
Deferred tax 
Current year                                         (15,036)         2,510 
Adjustment in respect of prior periods                  3,898         1,652 
Effect of changes in tax rates                          1,757       (2,042) 
Re-assessment of recognition of recoverability 
 of deferred tax assets                                     -         1,446 
-----------------------------------------------  ------------  ------------ 
Total deferred tax (credit)/charge                    (9,381)         3,566 
-----------------------------------------------  ------------  ------------ 
Total tax (credit)/charge                             (7,843)         3,566 
-----------------------------------------------  ------------  ------------ 
 
                                                   Year ended    Year ended 
                                                  31 December   31 December 
                                                         2017          2016 
Other comprehensive (expense)/income items             GBP000        GBP000 
-----------------------------------------------  ------------  ------------ 
Deferred tax - current year                              (51)            14 
Deferred tax - prior year                                   -            80 
-----------------------------------------------  ------------  ------------ 
                                                         (51)            94 
-----------------------------------------------  ------------  ------------ 
 

6. Tax (credit)/charge (continued)

The tax for the year is different to the standard rate of corporation tax in the UK of 19.25% (2016: 20.00%). The differences are explained below:

 
                                                   Year ended    Year ended 
                                                  31 December   31 December 
                                                         2017          2016 
                                                       GBP000        GBP000 
-----------------------------------------------  ------------  ------------ 
Profit before tax on continuing operations             41,840        43,467 
-----------------------------------------------  ------------  ------------ 
Profit before tax multiplied by rate of 
 corporation tax in the UK of 19.25% 
 (2016: 20.00%)                                         8,054         8,693 
Effects of: 
Adjustments in respect of prior periods 
 - deferred taxation                                    3,898         1,652 
Adjustments in respect of prior periods 
 - current taxation                                     (336)             - 
Non-taxable income                                      (841)         (129) 
Expenses not deducted for tax purposes                  1,395           390 
Revaluation gains                                           -       (4,683) 
Changes in tax rates                                    1,757       (2,042) 
Capital gains tax transferred out                           -       (1,764) 
Re-assessment of recognition of recoverability 
 of deferred tax assets                               (6,600)         1,446 
Utilisation of unrecognised deferred tax             (15,170)             - 
Deferred tax not recognised                                 -             3 
-----------------------------------------------  ------------  ------------ 
Total tax (credit)/charge                             (7,843)         3,566 
-----------------------------------------------  ------------  ------------ 
 

The movement within the tax reconciliation of GBP15.2m (2016: GBPnil) relating to the utilisation of unrecognised deferred tax is a result of the crystallisation of a number of gains in respect of investment property due to the disposal or transfer of these properties to development property (held in inventory). The gains, on which deferred tax liabilities have been recognised and were crystallised in the year have been offset against previously unrecognised tax losses.

The tax losses remaining at the end of the year have largely been recognised as a result of the execution of a contract that related to increased certainty that the losses would not be lost. As such these losses have been recognised in the year to reflect an increased deferred tax asset carried forward. This gives rise to the GBP6.6m disclosed in the tax reconciliation.

As part of the filing of the prior year tax computations and returns, tax attributes were utilised to shelter chargeable gains arising on the disposal of properties and the transfer of properties held for sale. This gave rise to a deferred tax charge of GBP3.9m compared to the original tax provision prepared for inclusion within the prior year accounts.

6. Tax (credit)/charge (continued)

Deferred tax

The following is the analysis of deferred tax assets/(liabilities) presented in the consolidated statement of financial position:

 
                                    As at         As at 
                              31 December   31 December 
                                     2017          2016 
                                   GBP000        GBP000 
--------------------------  -------------  ------------ 
 Deferred tax liabilities        (13,067)      (23,352) 
 Deferred tax assets                7,546         8,501 
--------------------------  -------------  ------------ 
                                  (5,521)      (14,851) 
--------------------------  -------------  ------------ 
 

The movement on the deferred income tax account is as follows:

 
                                                              Other 
                               Investment                 temporary 
                               properties  Tax losses   differences     Total 
                                   GBP000      GBP000        GBP000    GBP000 
----------------------------  -----------  ----------  ------------  -------- 
At 1 January 2016                (11,379)           -             -  (11,379) 
Recognised in Consolidated 
 Income Statement                (11,973)       8,427          (20)   (3,566) 
Recognised in Consolidated 
 Statement of Comprehensive 
 Income                                 -           -            94        94 
----------------------------  -----------  ----------  ------------  -------- 
At 31 December 2016              (23,352)       8,427            74  (14,851) 
Recognised in Consolidated 
 Income Statement                  10,353     (2,522)         1,550     9,381 
Recognised in Consolidated 
 Statement of Comprehensive 
 Income                              (68)           -            17      (51) 
---------------------------- 
At 31 December 2017              (13,067)       5,905         1,641   (5,521) 
----------------------------  -----------  ----------  ------------  -------- 
 

There are UK corporation tax losses carried forward of GBP15.9m; these may be carried forward indefinitely as there is no time limit in respect of using these deferred tax assets.

Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 17% (2016: 17%). A reduction in the UK corporation tax rate from 20% to 19% (effective from 1 April 2017), and a further reduction to 17% (effective from 1 April 2020) were enacted as part of the Finance Act 2015. The deferred tax liabilities are shown at 17% (2016: 18%) being the rate expected to apply to the reversal of the liability.

Deferred tax assets and liabilities are offset when there is a legally enforced right to offset current tax assets against current tax liabilities and when the deferred taxes relate to the same fiscal authority.

Deferred tax assets of GBP6.1m at 31 December 2017 have not been recognised owing to the uncertainty as to their recoverability, deferred tax assets of GBP19.7m were not recognised at 31 December 2016.

   7.   Dividends 

The Board recommended and shareholders approved a full year dividend for financial year 2016 of GBP1.7m (0.523p per share) which was paid on 30 May 2017 and an interim dividend of GBP0.8m (0.253p per share) for the six months ended 30 June 2017 which was paid on 13 October 2017. The Company is proposing to recommend a final dividend of 0.575 pence per share (GBP1.8m in total) for the year ended 31 December 2017 at the Annual General Meeting in May.

   8.    Earnings per share 

Earnings per share has been calculated by dividing the profit attributable to ordinary shareholders by the weighted average number of shares in issue and ranking for dividend during the year. The weighted average number of shares for 31 December 2017 includes the adjustments necessary to reflect the new shares issued on 17 March (See note 17).

 
                                                    Year ended    Year ended 
                                                   31 December   31 December 
                                                          2017          2016 
                                                        GBP000        GBP000 
-----------------------------------------------  -------------  ------------ 
Profit from continuing operations attributable 
 to owners of the parent                                49,683        39,901 
Weighted average number of shares used 
 for basic and diluted earnings per share 
 calculation                                       315,296,192  292,269,786* 
                                                 ------------- 
Basic and diluted profit per share (pence)                15.8         13.7* 
-----------------------------------------------  -------------  ------------ 
 

*The 2016 EPS has been restated following discussions with the Financial Reporting Council and their review of the 2016 Financial Statements, which did not correctly reflect the effect of the May 2016 1 for 10 share consolidation on EPS.

9. Investment properties

Investment property at 31 December 2017 and 31 December 2016 has been measured at fair value. The Group holds five categories of investment property being agricultural land, natural resources, business space, major developments and strategic land in the UK, which sit within the operating segments of Income Generation and Capital Growth.

 
                                         Income Generation                Capital Growth 
                                 Agricultural     Natural  Business          Major  Strategic 
                                         Land   Resources     Space   Developments       Land       Total 
                           Note        GBP000      GBP000    GBP000         GBP000     GBP000      GBP000 
-------------------------  ----  ------------  ----------  --------  -------------  ---------   --------- 
At 1 January 2016                      16,763      16,954    90,896        157,589     52,415     334,617 
Transfers                               4,617       5,682  (25,424)         64,763   (49,638)           - 
Direct acquisitions                     1,390           -    21,134              -          -      22,524 
Subsequent expenditure                    286       1,663     5,998         11,223      3,484      22,654 
(Decrease)/increase 
 in fair value                3         (894)       5,203     5,971         12,103     11,330      33,713 
Transfer to assets 
 classified as 
 held for sale               14       (1,680)           -     (477)        (6,153)          -     (8,310) 
Transfer to property, 
 plant and 
 equipment                                  -           -     (783)              -          -       (783) 
Disposals                               (376)        (13)     (606)       (23,875)      (355)    (25,225) 
At 31 December 
 2016                                  20,106      29,489    96,709        215,650     17,236     379,190 
Transfers                                   -         277    11,686          4,137   (16,100)           - 
Direct acquisitions                         -           -     5,536         15,281      5,198      26,015 
Subsequent expenditure                  1,684       1,154     8,960         13,100      4,261      29,159 
Increase in fair 
 value                        3         3,660       1,438       896         13,072     13,067      32,133 
Transfer to assets 
 classified as 
 held for sale               14       (1,160)       (276)   (3,500)        (8,492)      (350)    (13,778) 
Reclassification 
 as other receivables        11             -           -         -          (666)          -       (666) 
Reclassification 
 as development 
 property in inventories     12             -           -         -      (229,118)          -   (229,118) 
Disposals                             (1,963)       (782)     (486)        (2,964)      (180)     (6,375) 
-------------------------  ----  ------------  ----------  --------  -------------  ---------   --------- 
At 31 December 
 2017                                  22,327      31,300   119,801         20,000     23,132     216,560 
-------------------------  ----  ------------  ----------  --------  -------------  ---------   --------- 
 
 

Included within investment properties (agricultural land) is a provision of GBP3.2m (2016: GBP6.0m) relating to the restoration liability on sites formerly rented to mining tenants. This provision is treated as a reduction of the individual property valuations.

During the year GBP229.1m of investment property was re-categorised to development properties. Properties that have obtained planning permission and are being taken forward for development are now held in inventory. Following further evolution of Harworth's business model during 2017, we have refined our thinking in the light of site and market opportunities, and concluded that it is appropriate, on the whole, to re-categorise all properties which have received planning permission as development properties. For until sites receive planning permission, our view is that the land is held for a currently undetermined future use and should thus be held as investment property.

9. Investment properties (continued)

Valuation process

The properties were valued in accordance with the Royal Institute of Chartered Surveyors (RICS) Valuation - Professional Standards (the "Red Book"), by BNP Paribas Real Estates and Savills both independent firms acting in capacity of external valuers with relevant experience of valuations of this nature. The valuations are on the basis of Market Value as defined within the Red Book, which RICS considers meets the criteria for assessing Fair Value under International Financial Reporting Standards. The valuations are based on what is determined to be the highest and best use. When considering the highest and best use a valuer will consider, on a property by property basis, its actual and potential uses which are physically, legally and financially viable. Where the highest and best use differs from the existing use, the valuer will consider the cost and the likelihood of achieving and implementing this change in arriving at its valuation. Most of the Group's properties have been valued on the basis of their development potential which differs from their existing use.

At each financial year end, Management:

o verifies all major inputs to the independent valuation report;

o assesses property valuation movements when compared to the prior year valuation report; and

o holds discussions with the independent valuer.

The different valuation levels are defined as:

o Level 1: valuation based on quoted market prices traded in active markets.

o Level 2: valuation based on inputs other than quoted prices included within Level 1 that maximise the use of observable data either directly or from market prices or indirectly derived from market prices.

o Level 3: where one or more inputs to valuation are not based on observable market data.

The Directors determine the applicable hierarchy that each investment property falls into by assessing the level of unobservable inputs used in the valuation technique. As a result of the specific nature of each investment property, valuation inputs are not based on directly observable market data and therefore all investment properties were determined to fall into Level 3.

The Group's policy is to recognise transfers into and out of fair value hierarchy levels as at the date of the event or change in circumstance that caused the transfer. There were no transfers between hierarchy in the year ended 31 December 2017 (2016: zero).

Valuation techniques underpin management's estimation of fair value.

Agricultural Land

Most of the agricultural land is valued using the market comparison basis, with an adjustment made for the length of remaining term on the tenancy and the estimated cost to bring the land to its highest and best use. Where the asset is subject to a secure letting, this is valued on a yield basis, based upon sales of similar types of investment.

Natural Resources

Natural resources sites in the portfolio are valued based on a discounted cashflow for the operating life of the asset.

Major Developments

Major developments sites are generally valued using residual development appraisals, a form of discounted cash flow which estimates the current site value from future cash flows measured by observable current land and/or completed built development values, observable or estimated development costs, and observable or estimated development returns.

Where possible development sites are valued by direct comparison to observable market evidence with appropriate adjustment for the quality and location of the property asset, although this is generally only a reliable method of measurement for the smaller development sites.

9. Investment properties (continued)

Strategic Land

Strategic land is valued on the basis of discounted cash flows, with future cash flows measured by current land values adjusted to reflect the quality of the development opportunity, the potential development costs estimated by reference to observable development costs on comparable sites, and the likelihood of securing planning consent. The valuations are then benchmarked against observable land values reflecting the current existing use of the land, which is generally agricultural and where available, observable strategic land values.

Business Space

The business parks are valued on the basis of market comparison with direct reference to observable market evidence including rental values, yields and capital values and adjusted where required for the estimated cost to bring the property to its highest and best use. The evidence is adjusted to reflect the quality of the property assets, the quality of the covenant profile of the tenants and the reliability/volatility of cash flows.

   10.          Investments 

Investment in joint ventures

 
                                    GBP000 
----------------------------------  ------ 
At 1 January 2016                      768 
Acquisitions                         9,134 
Share of profit of joint ventures      647 
At 31 December 2016                 10,549 
Investment in joint ventures         4,250 
Share of profit of joint ventures    4,039 
----------------------------------  ------ 
At 31 December 2017                 18,838 
----------------------------------  ------ 
 

On 26 April 2017, the Group entered into a joint venture agreement with Lancashire County Pension Fund to establish Multiply Logistics North Holdings Limited and Multiply Logistics North LP, to develop part of the site at Logistics North, near Bolton.

On 16 December 2016 the Group entered into a joint venture agreement with Dransfield Properties Limited for a 50% share of Waverley Square Limited.

The Group purchased a 50% share of Aire Valley Land LLP from Keyland Developments Limited for a consideration of GBP8.5m plus costs of GBP0.5m on 14 March 2016. The Aire Valley Land LLP is a joint venture company. It controls 165 acres of land in Leeds that abuts an existing landholding of the Group on the former Skelton Grange power station site.

The Group holds 50% of the issued ordinary shares of Bates Regeneration Limited, a joint venture with Banks Property Limited for the development of an investment property at Blyth, Northumberland.

11. Other receivables

The benefit of overages is recorded as a non-current receivable as follows:

 
                                                       Year ended    Year ended 
                                                      31 December   31 December 
                                                             2017          2016 
                                               Note        GBP000        GBP000 
---------------------------------------------  ----  ------------  ------------ 
At 1 January                                                1,397           650 
Re-categorisation from investment properties    9             666             - 
Additions                                                      17             - 
Fair value gains                                2             586           747 
---------------------------------------------  ----  ------------  ------------ 
At 31 December                                              2,666         1,397 
---------------------------------------------  ----  ------------  ------------ 
 

Overages were valued at 31 December 2017 and 2016 in accordance with the RICS Red Book valuation by BNP Paribas Real Estate. The same valuation process is used to value overages as investment properties as described in note 9.

12. Inventories

 
 
                                                  As at         As at 
                                            31 December   31 December 
                                                   2017          2016 
                                                 GBP000        GBP000 
-----------------------------------------  ------------  ------------ 
Development properties                          210,471             - 
Planning promotion and option agreements          1,064           454 
Finished goods                                       83           279 
Total inventories                               211,618           733 
-----------------------------------------  ------------  ------------ 
 

The cost of inventory is recognised as an expense within cost of sales in the year of GBP28.1m (2016: GBP0.4m). Finished goods are stated after a provision of GBP0.3m (2016: GBP0.3m)

The movement in the development properties is as follows:

 
                           Note    GBP000 
-------------------------  ----  -------- 
At 1 January 2017                       - 
Transfer from investment 
 properties                 9     229,118 
Subsequent expenditure              2,424 
Disposals                        (15,253) 
Provision for impairment    2     (5,818) 
At 31 December 2017               210,471 
-------------------------  ----  -------- 
 

13. Trade and other receivables

 
 
                                           As at         As at 
                                     31 December   31 December 
                                            2017          2016 
                                          GBP000        GBP000 
----------------------------------  ------------  ------------ 
Current 
Trade receivables                         11,572         4,179 
Less: provision for impairment of 
 trade receivables                         (207)         (221) 
----------------------------------  ------------  ------------ 
Net trade receivables                     11,365         3,958 
Other receivables                         12,399        19,111 
Prepayments and accrued income             1,401         1,375 
                                          25,165        24,444 
----------------------------------  ------------  ------------ 
Non-current 
Trade receivables                          5,250             - 
----------------------------------  ------------  ------------ 
 

All of the Group's receivables are denominated in sterling. The non-current receivable of GBP5.3m relates to deferred consideration on the sale of development properties due after more than one year.

14. Assets classified as held for sale

 
                                           As at         As at 
                                     31 December   31 December 
                                            2017          2016 
Investment properties         Note        GBP000        GBP000 
----------------------------  ----  ------------  ------------ 
At 1 January                               8,350         9,128 
Transferred from investment 
 properties                    9          13,778         8,310 
Subsequent expenditure                       159         1,588 
Decrease in fair value         2            (83)         (224) 
Disposals                               (14,516)      (10,452) 
----------------------------  ----  ------------  ------------ 
At 31 December                             7,688         8,350 
----------------------------  ----  ------------  ------------ 
 

The assets classified as held for sale at each year end relate to investment properties expected to be sold within twelve months.

15. Borrowings

 
                               As at         As at 
                         31 December   31 December 
                                2017          2016 
                              GBP000        GBP000 
----------------------  ------------  ------------ 
Bank loans 
Current: 
Secured - other loans        (6,145)       (1,819) 
----------------------  ------------  ------------ 
                             (6,145)       (1,819) 
----------------------  ------------  ------------ 
Non-current: 
Secured - bank loans        (23,437)      (37,142) 
Secured - other loans       (11,064)      (13,517) 
----------------------  ------------  ------------ 
                            (34,501)      (50,659) 
----------------------  ------------  ------------ 
 

The other loans relate to infrastructure loans. These are provided by public bodies in order to promote the development of major sites. The loans are drawn as work on the respective sites is progressed and they are repaid on agreed dates or when disposals are made from the sites.

The bank borrowings are part of a GBP75.0m (2016: GBP75.0m) revolving credit facility from The Royal Bank of Scotland. The facility is repayable on 13 February 2023 (five-year term) after being extended by two years on 13 February 2018. The facility is non-amortising and subject to financial and other covenants.

16. Trade and other payables

Current liabilities

 
                                      As at         As at 
                                31 December   31 December 
                                       2017          2016 
                                     GBP000        GBP000 
-----------------------------  ------------  ------------ 
Trade payables                        3,428         1,555 
Taxation and social security          3,590         7,852 
Corporation tax                       1,712             - 
Other creditors                       2,402         2,087 
Accruals and deferred income         28,903        22,225 
-----------------------------  ------------  ------------ 
                                     40,035        33,719 
-----------------------------  ------------  ------------ 
 

Non-current liabilities

 
                         As at         As at 
                   31 December   31 December 
                          2017          2016 
                        GBP000        GBP000 
----------------  ------------  ------------ 
Other creditors            760         1,520 
----------------  ------------  ------------ 
 

Accruals and deferred income include GBP17.2m (2016: GBP15.4m) of liabilities relating to parcels of land that have been sold but where infrastructure costs are yet to be incurred. Non-current other creditors relate to deferred consideration due on land purchases after one year.

17. Share Capital and Share Premium

On 17 March 2017, the Group issued 29,226,974 new ordinary shares at 95 pence each, with a nominal value of 10 pence each. On 26 April 2016 3 ordinary shares were issued at 1 pence each and all shares in issue were consolidated from 1 pence shares into 10 pence shares.

 
                                                                   Share      Total 
                                            Number  Par Value    Premium    GBP'000 
                                         of shares     GBP000    GBP'000 
--------------------------------   ---------------  ---------  ---------  --------- 
At 1 January 2016                    2,922,697,857     29,227    129,121    158,348 
Shares issued                                    3          -          -          - 
Share consolidation (10 for 
 1)                                (2,630,428,074)          -          -          - 
Transfer to other distributable 
 reserve                                         -          -  (129,121)  (129,121) 
--------------------------------   ---------------  ---------  ---------  --------- 
At 31 December 2016               2    292,269,786     29,227          -     29,227 
Shares issued                           29,226,974      2,923     24,842     27,765 
Costs relating to share issue                    -          -      (700)      (700) 
Other transaction costs                          -          -        209        209 
--------------------------------   ---------------  ---------  ---------  --------- 
At 31 December 2017                    321,496,760     32,150     24,351     56,501 
Own shares held                          (246,010)      (263)          -      (263) 
                                       321,250,750     31,887     24,351     56,238 
--------------------------------   ---------------  ---------  ---------  --------- 
 

On 18 May 2016 approval was granted from the High Court to cancel the GBP129.1m share premium account of the Group and for it to be re-designated as distributable reserves.

18. Derivative Financial Instruments

On 21 June 2016, the Group entered into a four-year swap to fix GBP30.0m of borrowings at an all-in rate of 2.955% including fees. The interest rate swap has been measured at fair value which is determined using forward interest rates extracted from observable yield curves. The fair value of the interest rate swap at 31 December 2017 was a loss of GBP0.1m (2016: GBP0.4m).

The following gain/(loss) was recognised in the other comprehensive income statement in relation to the interest rate swap:

 
                                             As at         As at 
                                       31 December   31 December 
                                              2017          2016 
                                            GBP000        GBP000 
------------------------------------  ------------  ------------ 
Gain/(loss) on interest rate swap - 
 cash flow hedge                               244         (366) 
------------------------------------  ------------  ------------ 
 

19. Related party transactions

Peel Group

The Peel Group charged GBP42,500 (2016: GBP42,500) in respect of fees for Steven Underwood in his position as a non-executive director.

The Group paid GBP0.8m to Peel Group in respect of a deed of release at Logistics North (2016: GBPnil). GBP0.3m (2016: GBPnil) of this was subsequently re-charged to Multiply Logistics North LP.

During the year the Group made two land sales to Peel Environmental Limited amounting to GBP3.1m (2016: GBPnil) resulting in a GBP1.2m (2016: nil) profit on sale.

Multiply Logistics North LP

The Group made two land sales to Multiply Logistics North LP during the year amounting to GBP8.1m (2016: GBPnil), recharged costs of GBP0.6m (2016: GBPnil) and charged a development manager fee of GBP0.2m (2016: GBPnil).

Scratching Cat

Geoff Mason, our former Company Secretary, supplied his services through Scratching Cat Limited, a company of which he is a director. During the year charges were made in relation to company secretarial duties of GBPnil (2016: GBP73,000).

This information is provided by RNS

The company news service from the London Stock Exchange

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