Mar City Share Discussion Threads

[a2584728] 09/7/2016 20:35

Seems like the Ryan's have been running a PLC like a private company for their own gain.

[the shuffle man] 09/7/2016 20:16

Can you please post the rest is there any hope for us shareholders ?

[david77] 09/7/2016 20:12

Page 5

Strategic Report
for the 18 months ended 30 June 2015 (continued)
Business review
This reporting period commenced on 1 January 2014 shortly after the Company had in December 2013 both raised £34.5 million by way of a share placing and completed the acquisition of Mar City Land in a related party transaction with Mr & Mrs Ryan for a further £28.0 million, financed mainly through the issue of shares.
The Group, thus, began 2014 with cash balances of £27.3 million, its own land bank of seven
residential development sites and construction contracts then worth a reported £36.5 million with
Mar City Developments Limited ('MCDL'), a private property development company ultimately owned by Mr & Mrs Ryan.
Mr & Mrs Ryan, it should be noted, were at the time directors of the Company with the respective
roles of Chief Executive and Operations Director and were also and still remain the Company's largest shareholders.
Eighteen months later the Group has recorded operating losses of £23.0 million on revenues of just £39.3 million, incurred exceptional costs of £31.1 million and witnessed a cash outflow from operating activities of £40.9 million, all of which starkly evidence the extent of the problems that have affected the Group and the need for a profound restructuring and refocusing of its activities.
Related Party Trading Issues
In November 2013, alongside the Mar City Land acquisition, the Company also entered into a conditional purchase agreement to acquire a site at Radford Road, Nottingham for £2.8 million with
the trustees of the pension scheme of which Mr & Mrs Ryan were both trustees and beneficiaries. This proposed purchase received shareholder approval on 16 December 2013 and on 18 December 2013 the Company paid across the sum of £1.2 million to the trustees on a non-recourse basis even though the contractual purchase conditions had not been satisfied. Indeed, such conditions, relating to the removal of a legal restriction on title, had still not been satisfied by March 2016 when the Company decided to terminate the purchase contract following a reappraisal of its development value and prospects. This has given rise to an exceptional cost of £1.2 million.
Over the period, considerable working capital was absorbed in undertaking construction work for MCDL, in some instances seemingly without all of the requisite supporting contractual documentation. In the eighteen months ended 30 June 2015, the Group incurred expenditure on such construction and related projects totalling in excess of £20 million. The largest single project undertaken for MCDL was on the Green Point development in Colindale, North London.
In addition, there had been a pattern over some years of related party trading, billing and other arrangements between the Group and MCDL both outside of the scope of construction activities and also with other companies owned by Mr & Mrs Ryan. Many of these ancillary transactions have seemingly not been appropriately documented or approved.

--------------------

This ought to be on the Company website. I will telephone them on Monday.

[david77] 09/7/2016 19:55

Report and Accounts
18 months ended 30 June 2015 Page Item
1 Contents
2 Company information 3 Strategic report
10 Directors' report
15 Report of the Independent Auditor
17 Consolidated statement of comprehensive income
18 Consolidated and company statements of changes in equity 19 Consolidated and company statements of financial position 20 Consolidated and company statements of cash flows
21 Notes to the consolidated and company financial statements

Page 3
Strategic Report : for the 18 months ended 30 June 2015
Principal Activity
Mar City PLC through its two trading subsidiaries undertakes housebuilding and related construction and residential development activities.
Chairman's Statement
Overview
The Group's listing on AIM was suspended on 20 April 2015 and, subsequently, cancelled on 21 May 2015.
I was appointed Chairman in June 2015 to lead a wide-ranging restructuring and was confronted by a business beset with a number of complex challenges, many of which were connected to the related party trading matters covered in these financial statements.
A priority, following my appointment, was the institution of controls and strengthening of the Board and management team with the appointment of a Chief Operating Officer and Finance Director.
On 10 December 2015 Mr & Mrs Ryan, who remain as major shareholders, resigned as directors and relinquished their executive responsibilities.
Your Board is continuing to actively examine a number of issues and transactions involving the Group, Mar City Developments Limited ('MCDL') and other companies under the control of Mr & Mrs Ryan, some of which feature in the material related party debtor balance referred to below.
Prior to my joining, a decision had already been made to extend the Group's reporting period by six months and consequently this report covers the eighteen months to 30 June 2015.
Since 30 June 2015, the new management team have endeavoured to resolve severe liquidity pressures, extricate the Group from the related party arrangements with MCDL and restore stability.
The Group's build programme has been refocused to concentrate on its own sites and existing core product offering, where demand levels remain strong, and together with operational efficiencies will allow the Group to restore margins to sector average levels. The very recent outcome of the 'Brexit' referendum has, as yet, not had any discernible impact on trading.
Despite the financial distress that has come to light, culminating in dire results, the Board believes that the Group has a viable future and I later set out our strategy to recover and eventually rebuild some value.
Page 4
Strategic Report
for the 18 months ended 30 June 2015 (continued)
Results & Dividends
The Group has reported a pre-tax loss for the period of £56.1 million (twelve months ended 31 December 2013: profit of £3.2 million) as shown in the consolidated statement of comprehensive income on page 17.
The scale of the losses and value accretion that have largely occurred within the Company's two trading subsidiaries has necessitated a write down in their investment carrying values at the period end totalling £49.4 million. As a consequence, total equity in the Company has reduced from £62.5 million to £10.1 million.
No interim dividends have been paid and no final dividend is recommended.
Financial KPis
The financial KPls inherited are listed below.
,
In the eighteen month period to 30 June 2015, these financial KPls for the Group were measured as follows, with comparatives relating to the year ended 31 December 2013:
Revenue 2015: £39.3 million 2013: £24.8 million
Underlying operating (loss)/profit before exceptional items 2015: £(23.0) million 2013: £3.6 million
(Loss)/profit before tax 2015: £(56.1) million 2013: £3.2 million
, Net assets
2015: £12.2 million 2013: £65.7 million

[david77] 09/7/2016 19:31

--
Mar City Homes Ltd
Ground Floor TS1
Pinewood Business Park
Col.eshill Road
Solihull
B37 7HG
Tel: [phone] Fax:[phone] www.marcitvhomes.com
8th July 2016
Dear Shareholder I
Please find enclosed Report and Accounts for Mar City Pic for the 18 month period ended June 2015.
Mc.r (',1j PLC . For and on behalf of Mar City Pic
Company Registratiof1 No.7444737

[sf5] 18/1/2016 18:44

Sorry, a couple of weeks old but only just spotted this in my former local rag

[david77] 25/12/2015 10:24

From hxxp://www.marcityhomes.com/news/corporate-update-letter/

Corporate Update Letter
December 22, 2015

21st December 2015

Dear Shareholder,

Corporate Update

Firstly, your Board must apologise for the extended period since the Company’s last formal communication. There have bee a number of challenges and much to accomplish since the shares were officially delisted from AIM and it did not want to provide partial or conditional information in the intervening period.

Mar City PLC’s listing on AIM was suspended on 20 April 2015 and, subsequently, cancelled on 21 May 2015 and at that point the Company was intent on seeking a relisting on AIM. However, given the corporate and operational issues confronting the Group as outlined below, the Company is not yet in a position to determine when it might be able to seek any such re-listing of its Ordinary Shares.

During 2014 the Group made significant investments in development land and work in progress as part of its ambitious growth strategy. It is evident that the Group has suffered because the corporate governance regime and financial controls framework have not proven sufficiently robust to handle rapid growth on the scale and volume of the developments undertaken.

Given these events, it was a clear priority to strengthen both the Board and the overarching corporate governance and controls within the business to enable the Company and the Group to return to a more stable and focused operational platform. The instigation of this process of change resulted in the key appointment of Martyn Everett as Executive Chairman of the Company in June 2015 to lead a Group wide restructuring. He brings with him considerable experience in exercises of this nature and in this sector. The Board has since been further strengthened by the appointment of Paul Underwood as Chief Operating Officer on 21 September 2015 and Andrew Styles as Finance Director on 10 December 2015. Additionally, Robin Johnson has been appointed as Group Secretary on an interim basis, in order to support the governance controls’ process and assist the Board in stabilising and refocusing the business. Measures are also being undertaken to bolster the Group’s finance and IT functions.

Meanwhile, Tony and Maggie Ryan resigned as directors and relinquished their executive responsibilities within the Group on 10 December 2015 but remain as major shareholders. In addition, Alan Birks resigned as a non-executive director on 16 September 2015. Your Board is looking to appoint a suitably experienced non-executive director in the near future and will provide further details once available.

A number of other initiatives have been actioned or are underway, which can be summarised as follows:
Refocusing the Group’s build programme to concentrate on its existing core product offering, where demand levels remain strong, and introducing further operational efficiencies. Regrettably, as the Group refocuses and reduces the near term scale of the number of products, a sizeable number of positions have become redundant with a consequent loss of jobs;
Reviews of other cash regenerating oppotunities including through the sale of surplus sites and rental portfolio properties;
The implementation of robust short term cash flow forecasting and monitoring;
Strengthening of corporate governance and controls;
Extending the Company’s accounting reference date and commencing preparation of the audited financial statements for the eighteen months 30 June 2015; and
Formulation and adoption of a new 3 year business plan and the funding proposals to support it.

The Group’s secured lenders have been supportive of the actions and initiatives being taken and have provided further funding to the Group on a secured basis since June 2015. The Board is working with them to secure longer term funding to support the Group’s 3 year business plan.

A further key imperative for the Board has been the need to reduce the Group’s unsecured debtor exposure to Mar City Developments Limited (“MCDL“) (a private property development business ultimately owned by Tony and Maggie Ryan), which featured in market announcements earlier this year. On 20 February 2015, the Company announced an update on the repayment of the net debtor balance owed to the Group by MCDL. The announcement stated that the net debt owed by MCDL to Mar City Homes was at the time approximately £19.5 million (following cash repayments received from MCDL in February 2015 totalling £9.85 million). As part of the restructuring exercise, detailed work is underway to analyse, quantify and reconcile the precise amounts owed by MCDL to the Group (the MCDL Debt). This work, which involves reviewing transactions going back over some years, is on-going.

In the short-term, the Group has secured agreement that all remaining sales proceeds from the Colindale development will be paid directly to the Group in reduction of that receivable, which should amount in aggregate to approximately £12.0m of which approximately £3.0m has already been received. In addition, MCDL has a further liability to the Group in an amount of £8.9 million, which relates to the GBB grant funding received by MCDL from the HCA in relation to the properties acquired along with Mar City Land by the Group in December 2013. Pursuant to an agreement entered into by MCDL, these monies must be repaid by MCDL as and when the Group becomes obliged to start repaying the HCA (expected to commence in 2016 and to end in 2018) (the MCDL HCA Liability).

As a consequence, the Group continues to actively examine ways of further reducing the amount of the MCDL Debt and extinguishing the MCDL HCA Liability, recognising that there are genuine concerns as to MCDL’s ability to satisfy these obligations in full.

Yours faithfully,

Martyn Everett

Chairman

[david77] 13/12/2015 16:06

Thanks Skyracer

[skyracer] 13/12/2015 15:34

Further progress :

On 10 December 2015 the appointment of Tony and Maggie Ryan as Directors of Mar City plc was terminated. Additionally on the same day Andrew Styles was appointed Finance Director.

For Mar City to progress, and give confidence to investors and creditors, Tony and Anne really had to withdraw. Its the typical situation of the founders eventually holding back the growth of their creation.

Hopefully the conflicting activity between Mar City plc and Mar City Developments Ltd is now basically over too.

So we have the basis of a proper Board of Directors now. I don't know if Martyn Everett is going to stay on or they recruit a CEO.

So we await the Results. Maybe Spring/Summer 2016 to return to AIM ? Placing after the results because the expanding business will be cash hungry ?

[david77] 01/12/2015 11:29

Thanks Skyracer

[skyracer] 01/12/2015 11:22

David here is what we know from Companies House and MAR website :

On 26th June the accounting period was "extended from 31 December 2014 to 30 June 2015". The accounts are now "due by 31st December 2015", they will be for the 18 month period. Encouragingly on 25th June a director was appointed (Martyn Everett) who has "particularly strong expertise in restructuring situations", he is described as "Executive Chairman". Further, on 21st September a director was appointed (Paul Underwood) who is described as "chief operating officer" (so that seems good also). While a long wait is tedious (that's investment for you) its preferable that they take the time to sort things out properly. Personally I am ambivalent as to when they come back to AIM, but they certainly need their 4rses kicked if they cant manage to make a success out of such favourable conditions.

[david77] 27/10/2015 18:25

Mar City - from Capita Registrars

Dear Mr S.......

Thank you for your recent email.

I advise that we do not have any information regarding the above company at this time.

Yours faithfully
.........
Senior Administrator
Shareholder solution
Capita Asset Services

[david77] 24/9/2015 08:38

Has anyone heard anything from the Company recently?

[noirua] 03/9/2015 10:56

Mar City Properties Limited


Mar City Homes Limited


Mar City PLC

[noirua] 02/9/2015 20:12

Caledonian Modular Ltd v Mar City Developments Ltd
12 August 2015



Craig Murphy - Commercial Director at Barwood Home Limited
Operations Director - Mar City Homes Ltd, November 2014 – April 2015 (6 months)


Scott Willson - Construction Director Mar City Homes


Mark Horsley - Director of Land & Planning at Marcity Homes


Craig Colclasure - Director of Architecture, Mar City Homes Ltd


Robert Cooper - Commercial Manager at Mar City Homes


Scott Day - SENIOR SITE MANAGER MAR CITY HOMES


Michael. Melly MCIOB - Commercial Director at MarCity Homes


Helen Coulson - Engineer at Mar City Homes


Emma Spencer AICB - Groundworks Buyer at Mar City Homes


Jodie Lamb - Technical Assistant - Mar City Homes


Jordan Round - Assistant Quantity Surveyor at Mar City Homes

[sf5] 29/8/2015 22:45

The Redhill councillors are getting restless.......

[joe_satriani2] 15/7/2015 15:00

I got a reply within a few hours of a similar question - should have an update around the time of the 1/2 year results!

[david77] 03/7/2015 08:57

I sent these people an email a week aga asking when shareholders might hear something - so far, no reply :-(

[barnetpeter] 26/5/2015 19:43

This wont rush back to mkt. A huge overhang caused by the holding granted to HSBC. Some dubious arrangements that must be better off scrutiny...for some. The ship was sinking when that "deal" was announced.

How much is left here for existing holders?? There must be something of value but I fear its a lot less than many think.

[a2584728] 26/5/2015 09:19

It all stinks to be honest but I hope that I see something back.

[cc2014] 25/5/2015 09:43

This is how I see it.

Mar City Plc (this share) has been providing services to Mar City Developments (which is not a subsidiary of Mar City Plc but Mar 50 Ltd. Similar controlling parties but separate legal entities).

Seemingly around £10-15m of services since that it was owed at one point.

Only problem is that MDCL couldn't pay the money as in 2014 it paid a dividend in specie of £9.3m to it's parent company (which may or may not be Mar 50 as I haven't been bothered to work out the company structure and since Mar 50 haven't filed any accounts yet that's not helpful). It doesn't matter though, the £9.3m of assets left MDCL.

So, on to the next bit. The value of MDCL was propped up because it owned £3.15m of shares in Mar City Plc. In 2014 they are carried in the books at a price of £1.41 at market value. So, whilst the price is rising this creates a nice profit each year. £1.41x3.15m = £4.45m asset valuation. Asset now worth well who knows but even at a generous 35p = £1.10m so that's a £3.35m loss it's going to have to post next financial year.

So, in cash terms nothing has changed for MCDL but in asset terms it gave £9.3m of assets to its parent company and then lost £3.35m on an investment all of which is problematic.

If you want to go further you'll have to unravel the shareholdings of the Mar companies and their investments. You might want to start by understanding why £6.4 m is owed to MCDL by Margall or GC Netherton, or why a company with a turnover of £22m has trade creditors of £17m (yes that's 9 months or so) due in one year. Another £7m in loans/overdraft due in next 2 years.


At the end of the day HSBC has been told the NAV is 62p per share. The NAV won't be 62p if HSBC want to liquidate the asset.

There's lots more but that's enough from me

[market sniper1] 22/5/2015 20:48

looks like a bottom to me, highly strung.
think ill add as soon as it rises.

[hedgehog 100] 22/5/2015 19:55

From "THE TIMES" today, "Market report":
"Not quite as safe as houses
... hopes to relist with a new nomad and directors."


I presume that MAR will try for the RTO route again, rather than the IPO route?

If so, it could be interesting to speculate upon their choice of shell.
Another property shell perhaps, as with MAR's RTO of Roeford Properties in late 2010.

[a2584728] 22/5/2015 10:30

Getting a ticking off in The Times this morning