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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Northacre | LSE:NTA | London | Ordinary Share | GB0006877939 | ORD 2.5P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 95.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMNTA
RNS Number : 8635W
Northacre PLC
29 April 2016
NORTHACRE PLC
(the "Company" or "Group")
Results for the period ended 31st December 2015
Northacre PLC is pleased to announce its financial results for the period ended 31st December 2015. The Annual Report and Accounts and Notice of the Company's Annual General Meeting, to be held at the Company's registered office at 10.00 am on 9 June 2016, will be available shortly on the Company's website www.northacre.com and are being posted to those shareholders who have elected to receive hard copies.
Extracts from the Company's Annual Report and Accounts are shown below.
Enquiries:
Northacre PLC
Niccolò Barattieri di San Pietro (Chief Executive Officer)
020 7349 8000
finnCap Ltd (Nominated Adviser and Broker)
Stuart Andrews
020 7220 0500
Chairman's Statement
There is a growing concern amongst developers and investors in the London prime residential sector over increasing costs and a reduction in the volume of transactions. There are a number of factors contributing to these issues, the prime factor being the chancellor's increase in the stamp duty tax which has had an adverse effect on luxury properties.
The uncertainty surrounding a possible Brexit has further undermined the market. The other main area of concern is the rise in construction costs where, in some instances, costs have doubled over a period of 12 months.
Despite an abundance of job opportunities, (in excess of 12,000 job vacancies currently available in the UK construction industry), there has been a failure to attract new recruits resulting in a shortage of skilled labourers.
Over the next decade an estimated 400,000 skilled workers will retire so the sector needs to recruit a further 200,000 workers over the next 5 years in order to deliver the pipeline of new projects.
Another area to consider is the potential effect a Brexit would have on the many skilled EU Nationals currently employed in the UK without whom the industry would suffer. As a consequence, several contractors have diverted away from the London Residential market to seek work in others sectors.
Northacre has been at the forefront of the Prime Residential Sector for over 25 years. Despite these challenges we will continue to take the lead in design, procurement and marketing which we are sure will enable us to continue to be the leading high-end residential developer in prime central London.
Klas Nilsson
Non-Executive Chairman
Date: 29(th) April 2016
Chief Executive's Statement
The last twelve months have seen Northacre PLC progressing on all fronts. Early in the year we were appointed as Development Managers for The Broadway (formally the New Scotland Yard site) in Westminster, one of the largest redevelopment sites in Prime Central London. In a twelve-month period we have been able to achieve full planning consent for a one million square foot, residentially-led, mixed use scheme. This is a testament to our current capabilities and thorough understanding of the planning process.
Current developments
The Broadway (Formally known as New Scotland Yard site)
As mentioned above, in the space of twelve months we have managed to achieve a very ambitious planning consent for a very contentious site. We are now swiftly moving forward, and in May 2016 will start tendering the demolition contract with a view to commencing onsite once we get vacant possession in November. In parallel we are currently working on the branding and sales collateral.
1 Palace Street
The Demolition phase has been completed as per our programme and we have now tendered the larger subcontractor packages. We are aiming to sign up the general contractor in late April having 80% cost certainty. It should be noted that we are finding the construction market very challenging as contractors are not willing to take risk which is reflected in their pricing. On the sales front we have exchanged on twenty-eight units (as of December 31(st) ) out of the seventy-two. This is a very good result as we have only been marketing since April 22(nd) (less than eight months).
Vicarage Gate House
The development reached Practical Completion on April 20(th) 2016. The issues we encountered at the sub-contractor level significantly impacted on the programme causing a one-year delay. On the other hand, we are delivering a beautiful building coupled with finishes of outstanding quality. Sales will resume in early May.
13&14 Vicarage Gate
Progress on site has been slower than expected however, we reached Practical Completion in March 2016 for the lateral units and the rest are expected to follow in May. On the positive side, costs have been broadly in line with budget and the quality of the finishes is proving to be very good.
Chester Square
The basement works have been completed and the contractor for the second phase works, to the listed building, has been selected and began on site this April. The basement works came under budget and the second phase contract has come in broadly in line with our forecasts.
22 Prince Edward Mansions
In early December 2015 we achieved Practical Completion and we have recently put the property on the market. The development was completed slightly under budget and the finishes are of a very high quality. We have had a very positive response from the agents and the property will be featured in several publications.
Outlook
The high-end residential market in Prime Central London has shown signs of price consolidation which is natural after a twenty-year bull run. During this prolonged period the market had experienced only one negative quarter. Looking more closely at market dynamics, it is clear that there has been a flight to quality where only the best properties are selling. I will go a step further and say that we have entered a binary market where challenged properties are not on the radar screen of buyers.
On a separate note, it is worth noting that construction inflation has reached unsustainable levels and this will prevent many developments from being delivered on time. In turn, this will constrain supply which will benefit the pricing on the developments which are being delivered. We strongly believe that Northacre's superior product will benefit from these constraints and that the business is well placed to enjoy significant and healthy demand going forward.
Niccolò Barattieri di San Pietro
Chief Executive Officer
Date: 29th April 2016
Financial Review
The past year has seen the Group continue to strive in pursuit of key objectives. On the 19(th) June 2015, Northacre was delighted to be officially appointed as Development Managers at The Broadway, popularly known as the former home of the Metropolitan Police, New Scotland Yard. The landmark development, alongside our continued work at our other prominent site 1 Palace Street, highlights the Group's sustained ambition to identify and acquire key London sites and will provide the Group with long-term stability for future growth.
During the year the Group continued work on the Chester Square, Vicarage Gate House, 13 & 14 Vicarage Gate, and 22 Prince Edward Mansions developments; the latter of which completed in December 2015. However deferred completion dates due to various events have had a disappointing impact on the Group's financial results compared to forecasts.
Consolidated Income Statement
Group revenue for the year increased to GBP4.2m (2014: GBP3.9m), this is notwithstanding the recognition of the development management fee and performance fee in respect of the property at 33 Thurloe Square in the previous period. Development management fee income decreased to GBP3.4m (2014: GBP3.6m) while N Studio's revenue increased to GBP0.5m (2014: GBP0.2m), which highlights the contribution of the interior design business to Northacre's developments, following rebranding in February 2015. This year also saw fees receivable where the Group acted as sales agents on 1 Palace Street. Commission received of GBP0.25m (2014: GBPnil) represents 50% of the total fee with a further 50% due on completion.
Although administrative expenses increased to GBP4.7m (2014: GBP4.4m) this does indicate a 12% efficiency saving on the previous 10 month period.
The Group reported a loss before tax of GBP1.2m (2014: GBP1,858).
Consolidated Statement of Financial Position
As at 31(st) December 2015 the Group had cash and cash equivalents of GBP1.2m (2014: GBP2.5m). The cash balance fell due to the need to fund operating activities and the delayed receipt of the development management fee for The Broadway, which is to be released at Vacant Possession.
The Group anticipates that next year's operating activities will be funded from current reserves and the proceeds of the sale of 22 Prince Edward Mansions. No requirement for further financing is expected.
Financing
In the prior period, the Group secured a loan facility with Royal Bank of Scotland to finance 22 Prince Edward Mansions. As at 31(st) December 2015 GBP2.4m had been drawn (2014: GBP1.0m), with no further drawdowns to take place following the year end. The loan incurs interest at 3.25% above LIBOR and is expected to be repaid in full prior to the end of the next financial year, either on completion of sale or 18 months following the initial drawdown.
The outlook for the next financial year is positive, with the expected completion of several developments and sale of 22 Prince Edward Mansions. The expected returns and release of capital from these developments will be utilised by the Group to stimulate further growth and to take advantage of investment opportunities.
Matthew Mowlam
Group Financial Controller
Consolidated Income Statement
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For the year ended 31(st) December 2015
Note 10 months Year ended ended 31(st) 31(st) Dec Dec 2014 2015 GBP GBP Group Group revenue 3 4,170,897 3,856,841 Cost of sales (632,091) 25,092 ------------ ------------ Gross profit 3,538,806 3,881,933 Administrative expenses (4,696,995) (4,377,515) Group loss from operations (1,158,189) (495,582) Investment revenue 4 1,847 493,727 Finance costs 5 - (3) Loss for the year before taxation 6 (1,156,342) (1,858) Taxation 8 (9,210) 266,095 ------------ ------------ (Loss)/Profit for the year attributable to equity holders of the Company (1,165,552) 264,237 ============ ============ (Loss)/Profit per Ordinary share Basic - Continuing and total operations 20 (2.75)p 0.62p Diluted - Continuing and total operations 20 (2.75)p 0.62p Company (Loss)/Profit for the year attributable to equity holders of the Company (3,349,908) 5,402,344 ============ ==========
Consolidated Statement of Comprehensive Income
For the year ended 31(st) December 2015
Note Year 10 months ended ended 31(st) 31(st) Dec Dec 2015 2014 GBP GBP Group (Loss)/Profit for the period attributable to equity holders of the Company (1,165,552) 264,237 ------------ ---------- Other comprehensive income: - - ------------ ---------- Total comprehensive (loss)/profit for the period (1,165,552) 264,237 ============ ========== Company (Loss)/Profit for the year attributable to equity holders of the Company (3,349,908) 5,402,344 ------------ ---------- Other comprehensive income - - ------------ ---------- Total comprehensive (loss)/profit for the period 9 (3,349,908) 5,402,344 ============ ==========
Consolidated Statement of Financial Position
As at 31(st) December 2015
31(st) 31(st) Dec Dec Note 2015 2014 GBP GBP Non-current assets Goodwill 10 8,007,417 8,007,417 Property, plant and equipment 11 595,525 721,525 Available for sale financial assets 12(a) 10,000,019 10,000,019 ----------- ----------- 18,602,961 18,728,961 ----------- ----------- Current assets Inventories 13 5,242,259 4,192,123 Trade and other receivables 14 2,116,491 787,210 Cash and cash equivalents 1,205,024 2,510,305 ----------- ----------- 8,563,774 7,489,638 ----------- ----------- Total assets 27,166,735 26,218,599 Current liabilities Trade and other payables 15 1,602,072 838,384 Borrowings, including lease finance 16 2,350,000 1,000,000 ----------- ----------- 3,952,072 1,838,384 ----------- ----------- Total liabilities 3,952,072 1,838,384 ----------- ----------- Equity Share capital 21 1,058,388 1,058,388 Share premium account 21 22,565,286 22,565,286 Retained earnings (409,011) 756,541 ----------- ----------- Total equity 23,214,663 24,380,215 ----------- ----------- Total equity and liabilities 27,166,735 26,218,599 Approved by the Board on 29(th) April 2016 N. Barattieri di San Pietro.................................................
Director
Company registration no. 03442280
Company Statement of Financial Position
As at 31(st) December 2015
31(st) 31(st) Dec Dec Note 2015 2014 GBP GBP Non-current assets Property, plant and equipment 11 615,358 728,963 Investments 12(b) 18,006,328 18,006,328 ------------- --------------- 18,621,686 18,735,291 ------------- --------------- Current assets Trade and other receivables 14 6,391,113 8,999,218 Cash and cash equivalents 559,542 1,036,842 ------------- --------------- 6,950,655 10,036,060 ------------- --------------- Total assets 25,572,341 28,771,351 Current liabilities Trade and other payables 15 1,726,971 1,576,073 Borrowings, including lease finance 16 - - ------------- --------------- 1,726,971 1,576,073 ------------- --------------- Total liabilities 1,726,971 1,576,073 ------------- --------------- Equity Share capital 21 1,058,388 1,058,388 Share premium account 21 22,565,286 22,565,286 Retained earnings 221,696 3,571,604 ------------- --------------- Total equity 23,845,370 27,195,278 ------------- --------------- Total equity and
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liabilities 25,572,341 28,771,351 Approved by the Board on 29(th) April 2016 N. Barattieri di San Pietro.................................................
Director
Company registration no. 03442280
Consolidated and Company Statements of Cash Flows
For the year ended 31(st) December 2015
Group Company Year 10 months Year 10 months ended ended ended ended 31(st) 31(st) 31(st) 31(st) Dec 2015 Dec 2014 Dec 2015 Dec 2014 GBP GBP GBP GBP Cash flows from operating activities (Loss)/profit for the year before tax (1,156,342) (1,858) (3,349,908) 5,350,239 Adjustments for: Investment revenue (1,847) (493,727) (1,847) (7,763,727) Finance costs - 3 - - Depreciation and amortisation 144,141 125,037 113,605 94,670 Increase in inventories (1,050,136) (4,023,564) - - (Increase)/decrease in trade and other receivables (1,338,491) 5,893,986 2,608,105 326,464 Increase/(decrease) in trade and other payables 763,688 (5,790,636) 150,898 (8,166,245) ------------ ------------- ------------ ------------- Cash used in operations (2,638,987) (4,290,759) (479,147) (10,158,599) Interest paid - (3) - - Corporation tax - consortium relief refunded - 266,095 - 798,173 ------------ ------------- ------------ ------------- Net cash used in operating activities (2,638,987) (4,024,667) (479,147) (9,360,426) ------------ ------------- ------------ ------------- Cash flows from investing activities Purchase of property, plant & equipment (18,141) (23,823) - - Increase in available for sale financial assets/investments - (1,175,360) - (1,175,360) Interest received 1,847 64,854 1,847 64,854 Dividends received - 428,873 - 7,698,873 ------------ ------------- ------------ ------------- Net cash (used in)/generated from investing activities (16,294) (705,456) 1,847 6,588,367 ------------ ------------- ------------ ------------- Cash flows from financing activities Proceeds from borrowings 1,350,000 1,000,000 - - Dividends paid - (14,999,481) - (14,999,481) ------------ ------------- ------------ ------------- Net cash generated from/(used in) financing activities 1,350,000 (13,999,481) - (14,999,481) ------------ ------------- ------------ ------------- Decrease in cash and cash equivalents (1,305,281) (18,729,604) (477,300) (17,771,540) Cash and cash equivalents at the beginning of the year/period 2,510,305 21,239,909 1,036,842 18,808,382 ------------ ------------- ------------ ------------- Cash and cash equivalents at the end of the year/period 1,205,024 2,510,305 559,542 1,036,842 ============ ============= ============ =============
Consolidated and Company Statements of Changes in Equity
For the year ended 31(st) December 2015
Called Up Share Share Premium Merger Retained Group Capital Account Reserve Earnings Total GBP GBP GBP GBP GBP As at 1(st) March 2014 1,058,388 22,565,286 8,086,293 7,405,492 39,115,459 Profit for the period - - - 264,237 264,237 Transactions with owners of the Company: Dividends - - (8,086,293) (6,913,188) (14,999,481) As at 31(st) December 2014 1,058,388 22,565,286 - 756,541 24,380,215 ========== =========== ============ ============ ============= As at 1(st) January 2015 1,058,388 22,565,286 - 756,541 24,380,215 Loss for the period - - - (1,165,552) (1,165,552) As at 31(st) December 2015 1,058,388 22,565,286 - (409,011) 23,214,663 ========== =========== ============ ============ ============= Called Up Share Share Premium Merger Retained Company Capital Account Reserve Earnings Total GBP GBP GBP GBP GBP As at 1(st) March 2014 1,058,388 22,565,286 8,086,293 5,082,448 36,792,415 Total comprehensive profit for the period - - - 5,402,344 5,402,344 Transactions with owners of the Company: Dividends - - (8,086,293) (6,913,188) (14,999,481) As at 31(st) December 2014 1,058,388 22,565,286 - 3,571,604 27,195,278 ========== =========== ============ ============ ============= As at 1(st) January 2015 1,058,388 22,565,286 - 3,571,604 27,195,278 Total comprehensive loss for the period - - - (3,349,908) (3,349,908) As at 31(st) December 2015 1,058,388 22,565,286 - 221,696 23,845,370 ========== =========== ============ ============ =============
Notes to the Consolidated Financial Statements
For the year ended 31(st) December 2015
1. Principal accounting policies
The principal accounting policies are as follows:
Accounting basis and standards
These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.
The Company and its subsidiaries in the prior period shortened their reporting periods to 31(st) December 2014 to be co-terminous with the ultimate parent undertaking Abu Dhabi Financial Group LLC. The amounts presented in the financial statements for the 10 month period ended 31(st) December 2014 are thus not entirely comparable to the year ended 31(st) December 2015.
During the year ended 31(st) December 2015 the Group adopted a number of new IFRS standards, interpretations, amendments and improvements to existing standards, including IAS19. These new standards and changes did not have any material impact on the Company's financial statements.
The following new standards, amendments to standards or interpretations are mandatory for the Group for the first time for the financial year beginning 1(st) January 2016, but are not currently considered to be relevant to the Group (although they may affect the accounting for future transactions and events):
-- IAS16 (Amended), 'Property, Plant and Equipment' and IAS 38 (Amended), 'Intangible Assets', issued in May 2014 and effective from 1(st) January 2016. These amendments clarify that a deprecation method that is based on revenue that is generated by an activity that includes the use of an asset is not appropriate for property, plant and equipment. There is also a rebuttable presumption that an amortisation method that is based on the revenue generated by an activity that includes the use of an intangible asset is inappropriate.
-- IFRS11 (Amended), 'Joint Arrangements', effective for periods beginning on or after 1(st) January 2016 requires an acquirer of an interest in a joint operation in which the activity constitutes a business to apply all of the business combinations accounting principles in IFRS3 and all other IFRSs.
-- IAS27 (Amended), 'Separate Financial Instruments', issued in August 2014 and effective 1(st) January 2016 permits investments in subsidiaries, joint ventures and associates to be optionally accounted using the equity method in separate financial statements.
The following new standards, amendments to standards and interpretations have been issued, but are not effective for the financial year beginning 1(st) January 2016 and have not been early adopted:
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-- IFRS9, 'Financial Instruments', effective for periods commencing on or after 1(st) January 2018 but not yet adopted by the EU. This is final version of the project to replace IAS39 'Financial Instruments: Recognition and Measurement'.
-- IFRS15, 'Revenue from Contracts with Customers', effective for periods commencing on or after 1(st) January 2018 but not yet adopted by the EU. This standard focuses on a principles based model which is to be applied to all contracts with customers.
-- IAS12 (Amended), 'Income Taxes', effective for periods commencing on or after 1(st) January 2017 but not yet adopted by the EU. This amendment relates to the recognition of deferred tax assets for unrealised losses and clarifies that estimations for future taxable profits exclude tax deductions arising from the reversal of temporary differences
Business combinations and goodwill
Goodwill relating to acquisitions prior to 1(st) March 2006 is carried at the net book value on that date and is no longer amortised but is subject to annual impairment review. On acquisition, the assets, liabilities and contingent liabilities of a subsidiary are measured at their fair values at the date of acquisition. Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is recognised as goodwill. Any deficiency of the cost of acquisition below the fair values of the identifiable net assets acquired (i.e. discount on acquisition) is credited to the income statement in the period of acquisition. Goodwill is tested annually for impairment.
Going Concern
The Company and Group currently meet their day-to-day working capital requirements through fees receivable from its projects: Vicarage Gate House, 13-14 Vicarage Gate, 1 Palace Street, 10 Broadway and Chester Square and also through the bank loan.
The Directors have prepared detailed cash flow projections for the period ending 31(st) December 2020 making reasonable assumptions about the levels and timings of income and expenditure, and in particular the timing of receipt of certain fees due from major developments. These projections show that the Group can meet its on-going working capital requirements. On this basis the Directors consider it appropriate to prepare the financial statements on a going concern basis.
Significant judgements and areas of estimation
In preparing these financial statements the Directors are required to make judgements and best estimates of the outcome of and in particular, the timing of revenues, expenses, assets and liabilities based on assumptions. These assumptions are based on historical experience and various other factors that are considered reasonable under the various circumstances. The estimates and assumptions are reviewed on a regular basis with any revisions being applied in the relevant period. The material areas where estimates and assumptions are made are:
- The valuation of goodwill - The valuation of available for sale financial assets - The status and progress of the developments and projects
Basis of consolidation
The Group financial statements include the financial statements of the Company and its subsidiary undertakings. Subsidiary undertakings are all entities over which the Group has the power to govern the financial and operating policies of the subsidiary and therefore exercises control. The existence and effect of both current voting rights and potential voting rights that are currently exercisable or convertible are considered when assessing whether control of an entity is exercised. Subsidiaries are consolidated from the date at which the Group obtains the relevant level of control and are de-consolidated from the date at which control ceases.
Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
Property, plant and equipment
Property, plant and equipment are stated at historical cost, net of any depreciation and any provision for impairment.
Depreciation has been calculated on a straight line basis and aims to write off the costs, less estimated residual value of each property, plant and equipment over their expected useful lives using the following periods:
Leasehold improvements over the period of the lease Fittings and office equipment 25% straight line Computer equipment 33 1/3% straight line
Impairment of assets
Assets that have an indefinite useful life are not subject to amortisation but are instead tested annually for impairment and are subject to additional impairment testing if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Assets that are subject to depreciation and amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Indicators of impairment are reviewed annually.
An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. Any impairment charge is recognised in profit or loss in the year in which it occurs. When an impairment loss, other than an impairment loss on goodwill, subsequently reverses due to a change in the original estimate, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, up to the carrying amount that would have resulted, net of depreciation, had no impairment loss been recognised for the asset in prior years.
Inventories
Work in progress is valued at the lower of cost and net realisable value. Cost of work in progress includes overheads appropriate to the stage of development. Net realisable value is based upon estimated selling price less further costs expected to be incurred to completion and disposal.
Revenue
Revenue represents amounts earned by the Group in respect of services rendered during the period net of value added tax. Shares in development profits and performance fees are recognised when the amounts involved have been finally determined and agreed criteria for recognition have been fulfilled. Fees in respect of project management and interior and architectural design are recognised in accordance with the stage of completion of the contract.
Revenue also includes sales commission fees receivable where the Group acts as sales agent on developments. The sales commission is recognised 50% on exchange of contracts, which is non-refundable and 50% on completion.
Current taxation
The tax expense for the year represents the total of current taxation and deferred taxation. The charge in respect of current taxation is based on the estimated taxable profit for the year. Taxable profit for the year is based on the profits as shown in profit or loss, as adjusted for items or expenditure, which are not deductible for tax purposes.
The current tax liability for the year is calculated using tax rates, which have either been enacted or substantively enacted at the reporting date.
Deferred taxation
Deferred tax is provided in full on all temporary differences arising between the tax base of assets and liabilities and their carrying values in the financial statements. The deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of transaction affects neither accounting nor taxable profit or loss.
Deferred tax is determined using tax rates which have been enacted or substantively enacted at the reporting date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.
Leased assets
Assets held under finance leases and hire purchase contracts are capitalised in the statement of financial position and depreciated over their expected useful lives. The interest element of the rental obligations is charged to profit or loss over the period of the lease on a straight-line basis.
Rentals under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Investments
Investments in subsidiaries, associates and joint ventures, and other investments are presented in the Parent financial statements at cost, less any necessary provision for impairment.
Associates
Associates are all entities over which the Group exercise significant influence but does not exercise control. Investments in associates are accounted for using the equity method of accounting and are initially recognised at cost, which includes goodwill identified on acquisition, net of any accumulated impairment loss. The Group's share of its associate's profits or losses after acquisition of its interest is recognised in profit or loss and cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Where the Group's share of losses of an associate equals or exceeds the carrying amount of the investment, the Group only recognises further losses where it has incurred obligations or made payments on behalf of the associate.
Financial assets
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Available for sale financial assets consist of equity investments in other companies or limited partnerships where the Group does not exercise either control or significant influence. The investments reflect loans and capital contributions made in respect of projects undertaken with other partners in which the Group will be entitled to an eventual profit share.
Available for sale financial assets are shown at fair value at each reporting date with changes in fair value being shown in Other Comprehensive Income, or at cost less any necessary provision for impairment where a reliable estimate of fair value is not able to be determined. In cases where the Group can reliably estimate fair value of the available for sale financial assets, fair value will be determined in reference to practical completion of each development project.
All assets for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
-- Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
-- Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.
-- Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
The valuation technique applied to the available for sale financial assets in the current and preceding period is a Level 3 technique.
Pensions
The Group operates a defined contribution pension scheme under which fixed contributions are payable. Pension costs charged to the income statement represent amounts payable to the scheme during the year.
Foreign currency translation
Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of the transaction. Assets and liabilities are translated at the rate of exchange ruling at the reporting date. Exchange differences are taken into account in arriving at Group operating loss.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are charged to the share premium account.
Equity balances
-- Called up share capital represents the aggregate nominal value of Ordinary shares in issue.
-- The share premium account represents the incremental paid up capital above the nominal value of Ordinary shares issued.
-- The merger reserve represents the excess over nominal value of the fair value of consideration received for equity shares issued directly to acquire another entity meeting the specific requirements of section 612 of the Companies Act 2006.
Financial assets - loans and receivables
Trade receivables, loans and other receivables are classified as 'trade and other receivables' and are measured at cost less any provisions. Interest income is recognised by applying the appropriate interest rate of the contractual arrangement.
Financial liabilities - loans and payables and borrowings
Trade payables, other payables and borrowings are classified as 'trade and other payables' and 'borrowings, including lease finance'. These are measured at amortised cost and the interest expense is recognised by applying the appropriate interest rate of the contractual arrangement.
Borrowings
Interest-bearing borrowings are recognised initially at fair value, net of any transaction costs incurred. Borrowings are subsequently stated at amortised cost using the effective interest method with any differences between the proceeds (net of transaction costs) and the redemption value being recognised over the period of borrowings.
All borrowings are classified as current unless the Group has an unconditional right to defer payment of the borrowings until at least twelve months from the reporting date.
Borrowing costs which relate directly to a development which is included within inventories are capitalised as part of the cost of the inventory.
2. Capital and financial risk management
The Group manages its capital to ensure that the Group will be able to continue as a going concern, while maximising the return to shareholders through the optimisation of its debt and equity balance.
The capital structure of the Group consists of cash and cash equivalents, debt and equity attributable to equity holders of the Parent Company, comprising issued capital, share premium account and retained earnings.
The Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends payable to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt or increase capital.
The Board regularly reviews the capital structure, with an objective to minimise net debt whilst investing in the development opportunities.
The Group's activities expose it to a variety of financial risks and those activities involve the analysis, evaluation, acceptance and management of some degree of risk or combination of risks. Taking risk is core to the property business and the operational risks are an inevitable consequence of being in business. The Group's aim is to achieve an appropriate balance between risk and return and minimise potential adverse effects on the Group's performance.
The Group's risk management policies are designed to identify and analyse these risks, to set appropriate risk limits and controls, and to monitor the risks by means of a reliable up-to-date information system. The Group regularly reviews its risk management policies and systems to reflect changes in markets, products and emerging best practice.
Risk management is carried out by the Board of Directors. Directors are responsible for the identification of the major business risks faced by the Group and for determining the appropriate course of action to manage those risks. The most important types of risk are credit risk, liquidity and market risk. Market risk includes currency, interest rate and other price risks.
3. Segmental information Segmental information is presented in respect of the Group's business segments. The business segments are based on the Group's corporate and internal reporting structure. Segment results and assets include items directly attributable to a segment as well as those that can be allocated to a segment on a reasonable basis. The segmental analysis of the Group's business as reported internally to management is as follows: Revenue Year 10 months ended ended 31(st) 31(st) Dec 2015 Dec 2014 Principal activities: GBP GBP Development management 3,413,702 3,554,800 Interior design 508,889 214,541 Architectural design - 87,500 Sales agency commission 248,306 - -------------- -------------------- 4,170,897 3,856,841 ============== ==================== Year 10 months ended ended 31(st) 31(st) Loss before taxation Dec 2015 Dec 2014 GBP GBP Development management (579,793) 505,910 Interior design (572,079) (585,943) Architectural design (4,470) 78,175 -------------- -------------------- (1,156,342) (1,858) ============== ==================== 31(st) 31(st) Assets Dec 2015 Dec 2014 GBP GBP Development management 26,988,216 26,017,628 Interior design 159,351 86,839 Architectural design 19,168 114,132 -------------- -------------------- 27,166,735 26,218,599
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31(st) 31(st) Liabilities Dec 2015 Dec 2014 GBP GBP Development management 1,886,088 365,962 Interior design 1,453,578 769,522 Architectural design 612,406 702,900 -------------- -------------------- 3,952,072 1,838,384 ============== ==================== A geographical analysis of the Group's revenue, assets and liabilities is given below: Year 10 months ended ended 31(st) 31(st) Revenue Dec 2015 Dec 2014 GBP GBP United Kingdom 4,170,897 3,880,379 Saudi Arabia - (23,538) 4,170,897 3,856,841 ============== ==================== Included in the revenue above are revenues in respect of customers who account for over 10% of the Group's total revenue. Year 10 months ended ended 31(st) 31(st) Dec 2015 Dec 2014 GBP GBP Customer A (Interior design) - (23,538) Customer B (Development management) - 642,486 Customer C (Development management & interior design) 545,150 438,462 Customer D (Development management & interior design) 2,504,756 2,420,487 Customer E (Development management) 805,100 - ============== ==================== Segmental information 3. (continued) 31(st) 31(st) Dec Dec Assets 2015 2014 GBP GBP United Kingdom 27,166,735 26,218,599 27,166,735 26,218,599 =========== =========== 31(st) 31(st) Dec Dec Liabilities 2015 2014 GBP GBP United Kingdom 3,952,072 1,838,384 3,952,072 1,838,384 =========== =========== 4. Investment revenue Year 10 months ended ended 31(st) 31(st) Dec 2015 Dec 2014 GBP GBP Interest received 1,847 64,854 Dividends received - 428,873 1,847 493,727 ========== ========== 5. Finance costs Year 10 months ended ended 31(st) 31(st) Dec 2015 Dec 2014 GBP GBP Interest on: Other interest - 3 ---------- ---------- - 3 ========== ========== 6. Loss before taxation Year 10 months ended ended 31(st) 31(st) Dec Dec 2015 2014 GBP GBP Loss before taxation is stated after charging/(crediting): Depreciation and amounts written off property, plant and equipment: Owned assets 144,141 125,037 Operating lease rentals: Land and buildings 128,063 104,969 Foreign exchange gain (281) - ========== ========== Fees payable to the Company's auditors for: - the audit of the Company's annual accounts 50,307 55,857 Fees payable to the Company's auditors for other services to the Group: - the audit of the Company's subsidiaries 38,535 33,600 ---------- ---------- Total audit fees 88,842 89,457 ========== ========== Fees payable to the Company's auditors for: - other taxation advisory services 5,000 5,000 - other services 15,450 16,762 ---------- ---------- Total other fees 20,450 21,762 ========== ========== 7. Employees Year 10 months ended ended 31(st) 31(st) Dec Dec 2015 2014 Number Number The average weekly number of employees (including Directors) during the year was: Office and management 13 12 Design and management 9 12 ---------- ---------- 22 24 ========== ========== Year 10 months ended ended 31(st) 31(st) Dec Dec 2015 2014 Staff costs for the above employees: GBP GBP Wages and salaries 1,782,600 1,691,496 Social security costs 230,996 184,657 Other pension costs - money purchase schemes 76,848 65,344 ---------- ---------- 2,090,444 1,941,497 ========== ========== Year 10 months ended ended 31(st) 31(st) Remuneration in respect Dec Dec
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of Directors was as follows: 2015 2014 GBP GBP Aggregate emoluments (including benefits in kind) 570,000 475,000 Consultancy fees - 100,050 Other fees 30,000 25,000 ---------- ---------- 600,000 600,050 ========== ========== Company contribution to money purchase pension schemes 33,000 27,500 ========== ========== Year 10 months ended ended Remuneration for each 31(st) 31(st) Director (including benefits Dec Dec in kind) 2015 2014 GBP GBP M. Kheriba - - J. Alseddiqi (resigned 3(rd) November 2015) - - N. Barattieri di San Pietro 500,000 416,667 K.B. Nilsson 70,000 158,383 E.B. Harris 30,000 25,000 F.T. Khan (appointed 3(rd) November 2015) - - 600,000 600,050 ========= =========== Remuneration of GBP30,000 (2014: GBP25,000) for Director E.B. Harris is payable to EC Harris LLP. Year 10 months ended ended Remuneration in respect of the 31(st) 31(st) highest paid Director was as Dec Dec follows: 2015 2014 GBP GBP Aggregate emoluments (including benefits in kind) 500,000 416,667 Company contribution to money purchase pension scheme 33,000 27,500 --------- ----------- 533,000 444,167 ========= =========== The total emoluments of GBP500,000 (2014: GBP416,667) above includes bonuses of GBP225,000 (2014: GBP187,500). The Directors consider that the key management personnel for reporting purposes as defined by IAS24 'Related Party Disclosures' are the Directors themselves only. 8. Taxation Year 10 months ended ended 31(st) 31(st) Dec Dec 2015 2014 GBP GBP (a) Analysis of charge in year Current tax: Corporation tax credit - - Adjustment in respect of prior periods - (347,727) Total current tax - (347,727) ============= ========== Deferred tax: Deferred tax charge 9,210 81,632 Total deferred tax charge 9,210 81,632 ============= ========== Total tax charge/(credit) 9,210 (266,095) ============= ========== (b) Factors affecting the tax charge for the year The tax assessed for the year is lower than the standard rate of corporation tax in the UK of 20% (2014: 21%). The differences are explained below: Year 10 months ended ended 31(st) 31(st) Dec Dec 2015 2014 GBP GBP Loss on ordinary activities before tax (1,156,342) (1,858) ============ ========== Loss on ordinary activities multiplied by the standard rate of corporation tax of 20% (2014: 21%) (231,268) (390) Effects of: Expenses not deductible for tax purposes 2,314 2,339 Depreciation for the period in excess of capital allowances 22,232 26,258 Dividends and distributions received - (90,063) Utilisation of tax losses - (314,450) Other timing differences 2,330 (103,709) Loss carried forward 204,392 480,015 Consortium relief - (347,727) Current tax credit for the period - (347,727)
(c) Factors that may affect future tax charges
The standard rate of corporation tax was reduced to 20% from 1(st) April 2015.
9. Profit of the parent company As permitted by section 408 of the Companies Act 2006, the profit or loss element of the Parent Company Income Statement is not presented as part of these financial statements. The Group loss for the year ended 31(st) December 2015 of GBP1,165,552 (2014 profit: GBP264,237) includes a loss of GBP3,349,908 (2014 profit: GBP5,402,344), which was dealt with in the financial statements of the Company. 10. Goodwill 31(st) 31(st) Group Dec 2015 Dec 2014 GBP GBP Cost 14,940,474 14,940,474 ----------- ----------- Amortisation and impairment At the beginning of the year 6,933,057 6,933,057 Impairment charge for the year - - ----------- ----------- At the end of the year 6,933,057 6,933,057 ----------- ----------- Net book value 8,007,417 8,007,417 =========== =========== The Group performs an annual goodwill impairment review in accordance with IAS 36 'Impairment of Assets' based on its cash generating units (CGUs). The CGU that has associated goodwill allocated to it is the Group as a whole. This is the smallest identifiable group of assets that generate cash inflows to which goodwill is allocated. Although the interior design business is a separate CGU goodwill was not specifically allocated to it when the goodwill arose because it was treated as an integrated business when the Group was originally restructured. The Directors consider that it is now not appropriate to allocate goodwill to this CGU. Recoverable amount In accordance with IAS 36 the recoverable amount of the CGU is calculated, being the higher of value in use and fair value less costs to sell. The fair value less costs to sell of the CGU is determined using cash flow projections derived from the business plan covering a five year period which has been approved by the Board. They reflect the Directors' expectations of the level and timing of revenue, expenses, working capital and operating cash flows, based on past experience and future expectations of business performance particularly future development projects. Discount rates The pre-tax discount rate applied to the cash flow projections are derived from the Group's weighted average cost of capital. The discount rate applied is 6% (2014: 6%) reflecting the future expected cost of capital for the Group. Growth rates Due to the nature of the Group's development business growth rates are not relevant. The cash flow projections assume a 100% probability of receiving a level of development fees for contracted projects over the five years and make assumptions on the probability of achieving certain development performance fee criteria.
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The business growth rates have been assumed to be 5% (2014: 5%) for the N Studio Limited interior design business. Sensitivity analysis The following percentage changes in assumptions would cause the recoverable amount to fall below the current carrying value: -- A 63.95% increase in the discount rate to 69.95% for the latter five year period -- A 25.7% decrease in the development revenue cash flows over the five year period -- A decrease to nil in the other interior design revenue cash flows over the five year period would not cause the recoverable amount to fall below the current carrying value. Property, plant 11. and equipment Fittings Group Leasehold and Office Computer Improvements Equipment Equipment Total Cost GBP GBP GBP GBP At 1(st) March 2014 1,115,434 73,426 257,406 1,446,266 Additions - 594 23,229 23,823 At 31(st) December 2014 1,115,434 74,020 280,635 1,470,089 ============= ===================== ========== ========== Additions - 10,615 7,526 18,141 At 31(st) December 2015 1,115,434 84,635 288,161 1,488,230 ============= ===================== ========== ========== Depreciation At 1(st) March 2014 350,281 56,187 217,059 623,527 Charge for the year 94,670 8,922 21,445 125,037 At 31(st) December 2014 444,951 65,109 238,504 748,564 ============= ===================== ========== ========== Charge for the year 113,605 4,563 25,973 144,141 At 31(st) December 2015 558,556 69,672 264,477 892,705 ============= ===================== ========== ========== Net book value At 31(st) December 2015 556,878 14,963 23,684 595,525 ============= ===================== ========== ========== At 31(st) December 2014 670,483 8,911 42,131 721,525 ============= ===================== ========== ========== At 28(th) February 2014 765,153 17,239 40,347 822,739 ============= ===================== ========== ========== Fittings Company Leasehold and Office Computer Improvements Equipment Equipment Total Cost GBP GBP GBP GBP At 1(st) March 2014 1,173,914 - - 1,173,914 Additions - - - - At 31(st) December 2014 1,173,914 - - 1,173,914 ============= =========== ========== ========== Additions - - - - At 31(st) December 2015 1,173,914 - - 1,173,914 ============= =========== ========== ========== Depreciation At 1(st) March 2014 350,281 - - 350,281 Charge for the year 94,670 - - 94,670 At 31(st) December 2014 444,951 - - 444,951 ============= =========== ========== ========== Charge for the year 113,605 - - 113,605 At 31(st) December 2015 558,556 - - 558,556 ============= =========== ========== ========== Net book value At 31(st) December 2015 615,358 - - 615,358 ============= =========== ========== ========== At 31(st) December 2014 728,963 - - 728,963 ============= =========== ========== ========== At 28(th) February 2014 823,633 - - 823,633 ============= =========== ========== ==========
There were no assets held under finance lease or hire purchase contracts.
Available for sale financial (a) assets 12. Investments 31(st) 31(st) 31(st) 31(st) Dec Group Dec 2015 Dec 2015 Dec 2014 2014 GBP GBP GBP GBP At 1(st) January 2015 10,000,019 8,824,659 Increase in 1 Palace Street fair value - 1,175,360 ------------ ---------- Net movement transferred to comprehensive income - 1,175,360 ----------- ----------- At 31(st) December 2015 10,000,019 10,000,019 =========== =========== Net book value At 31(st) December 2015 10,000,019 10,000,019 =========== =========== (b) Other investments Company Subsidiary Other Total Undertakings Investments GBP GBP GBP Cost At 1(st) January 2015 14,492,681 10,000,015 24,492,696 Additions - - - As at 31(st) December 2015 14,492,681 10,000,015 24,492,696 ============== ============ ============ Impairment At 1(st) January 2015 6,486,368 - 6,486,368 Impairment in the year - - - As at 31(st) December 2015 6,486,368 - 6,486,368 ============== ============ ============ Net book value as at 31(st) December 2015 8,006,313 10,000,015 18,006,328 ============== ============ ============ Net book value as at 31(st) December 2014 8,006,313 10,000,015 18,006,328 ============== ============ ============ (b) Other investments (continued) Company Subsidiary Other Total Undertakings Investments GBP GBP GBP Cost At 1(st) March 2014 14,492,681 8,824,655 23,317,336 Additions - 1,175,360 1,175,360 As at 31(st) December 2014 14,492,681 10,000,015 24,492,696 ============== ============ ============ Impairment At 1(st) March 2014 6,486,368 - 6,486,368 Impairment in the year - - - As at 31(st) December 2014 6,486,368 - 6,486,368 ============== ============ ============ Net book value as at 31(st) December 2014 8,006,313 10,000,015 18,006,328 ============== ============ ============ Net book value as at 28(th) February 2014 8,006,313 8,824,655 16,830,968 ============== ============ ============ (c) Group shareholdings The Group has shareholdings in the following companies, all incorporated in England and Wales: Subsidiary Proportion
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undertakings Holding held Nature of Business Waterloo Investments Ordinary Development Limited shares 100% management services Ordinary N Studio Limited shares 100% Interior design Northacre Development Ordinary Development Management shares 100% management services Services Limited Nilsson Architects Ordinary Design Limited shares 100% architects Northacre Capital (1) Ordinary Limited shares 100% Dormant Northacre Capital (3) Ordinary Limited shares 100% Dormant Northacre Capital (5) Ordinary Limited shares 100% Property development Northacre Capital (7) Ordinary Limited shares 100% Property development Northacre International Ordinary Limited shares 100% Dormant Lancaster Gate (Hyde Park) Ordinary Limited shares 100% Property development The holding in Lancaster Gate (Hyde Park) Limited is held by Northacre Capital (5) Limited. 13. Inventories Group 31(st) 31(st) Dec Dec 2015 2014 GBP GBP Stock 1,593 2,928 Work in progress 5,240,666 4,189,195 --------------- -------------- 5,242,259 4,192,123 =============== ============== The Company had no stock or work in progress in either the prior or current reporting period. Trade and other 14. receivables Group Company 31(st) 31(st) 31(st) 31(st) Dec Dec Dec Dec 2015 2014 2015 2014 GBP GBP GBP GBP Trade receivables 844,811 31,568 6,045 - Amounts owed by group undertakings - - 5,962,376 8,567,254 Other receivables 200,242 220,038 111,270 110,908 Prepayments and accrued income 1,071,438 535,604 311,422 321,056 ---------- -------- ---------- ---------- 2,116,491 787,210 6,391,113 8,999,218 ========== ======== ========== ========== At the period end there was no provision for doubtful debts (2014: GBPnil). Other receivables include a deferred tax asset of GBP117,463 (2014: GBP126,673). Trade and other 15. payables Group Company 31(st) 31(st) 31(st) Dec Dec 31(st) Dec 2015 2014 Dec 2015 2014 GBP GBP GBP GBP Trade payables 170,547 67,555 49,216 34,720 Amounts owed to group undertakings - - 1,141,545 1,141,065 Social security and other taxes 146,204 199,440 16,544 130,186 Other payables 3,266 2,064 291 1,589 Accruals and deferred income 1,282,055 569,325 519,375 268,513 1,602,072 838,384 1,726,971 1,576,073 ========== ======== ========== ========== Borrowings, including 16. lease finance Group Company 31(st) 31(st) 31(st) 31(st) Dec Dec Dec Dec Current Liabilities 2015 2014 2015 2014 GBP GBP GBP GBP Bank loan 2,350,000 1,000,000 - - ----------- ---------- ------- ------- 2,350,000 1,000,000 - - =========== ========== ======= ======= A loan facility of GBP3,150,000 was made available by the Royal Bank of Scotland from the 19(th) September 2014 to Northacre Capital (7) Limited in respect of the property at 22 Prince Edward Mansions. The loan is available on a drawdown basis and as at 31(st) December 2015 GBP2,350,000 (2014: GBP1,000,000) was drawn. The loan incurs interest at 3.25% above the LIBOR rate and is charged quarterly and as at 31(st) December 2015 GBP94,941 (2014: GBP42,292) was accrued. The loan is due to be repaid at the earlier of the latest expiry date of the current interest period outstanding as at the date of completion of sale of the property or the date which falls 18 months after the date on which the loan is drawn. The loan is expected to be repaid in full prior to the end of the next financial year. The loan is secured via a first legal charge over the property included within inventories under the heading of work in progress, a guarantee for GBP120,000 given by Northacre PLC and a charge over certain cash balances. In accordance with the loan agreement further drawdowns are not permitted post 31 December 2015. Corporation 17. tax Group Company 31(st) 31(st) 31(st) Dec Dec 31(st) Dec 2015 2014 Dec 2015 2014 GBP GBP GBP GBP Corporation tax - - - - ------- ------- ---------- ------- - - - - ======= ======= ========== ======= 18. Future financial commitments Operating leases - Land and Buildings Group Company 31(st) 31(st) 31(st) 31(st) Dec Dec Dec Dec 2015 2014 2015 2014 GBP GBP GBP GBP Land Land Land Land & Buildings & Buildings & Buildings & Buildings Net amount payable on operating leases which expire: Within one year 125,062 125,062 125,062 125,062 In two to five years 500,248 500,248 500,248 500,248 In over five years 49,682 174,744 49,682 174,744 ------------- ------------- ------------- ------------- 674,992 800,054 674,992 800,054 ============= ============= ============= ============= Group Company Operating leases - 31(st) 31(st) 31(st) 31(st) Other Dec Dec Dec Dec 2015 2014 2015 2014 GBP GBP GBP GBP Other Other Other Other Net amount payable on operating leases which expire: Within one year 15,080 29,148 11,420 12,920 In two to five years 46,609 7,042 42,825 6,460 In over five years - - - - 61,689 36,190 54,245 19,380 ======= ======= ======= ======= 19. Capital commitments
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At the reporting date there were no outstanding commitments for capital expenditure. Earnings 20. per share Loss per share of 2.75p (2014 profit: 0.62p) is calculated on the loss attributable to Ordinary shares of GBP1,156,342 (2014 profit: GBP264,237) divided by the weighted number of Ordinary shares in issue during the year. Computation of basic earnings 31(st) 31(st) per share: Dec 2015 Dec 2014 Net (loss)/profit (GBP1,165,552) GBP264,237 Weighted average number of shares outstanding 42,335,538 42,335,538 Basic (loss)/profit per share (2.75p) 0.62p Diluted (loss)/profit per share (2.75p) 0.62p There were no potentially dilutive instruments in issue during the current or preceding period. All amounts shown relate to continuing operations. 21. Equity 31(st) 31(st) Dec Share capital Dec 2015 2014 GBP GBP Called up, allotted and fully paid: 42,335,538 (2014: 42,335,538) Ordinary shares of 2.5p each 1,058,388 1,058,388 ----------- ------------ 1,058,388 1,058,388 =========== ============ Share premium account Share and reserves premium GBP At 1(st) January 2015 and 31(st) December 2015 22,565,287 The share premium account represents the incremental paid up capital above the nominal value of the Ordinary shares of 2.5p issued. 22. Dividends 31(st) 31(st) Dec 2015 Dec 2014 GBP GBP A special dividend paid during the period of GBPnil (2014: 35.43p) - 14,999,481 ------------ ------------- - 14,999,481 ============ ============= No dividends have been declared prior to the approval of these financial statements and the Board will continue to actively consider the payment of dividends. 23. Contingent liabilities
The Company is included in a group registration for VAT purposes and is therefore jointly and severally liable for all other group companies' VAT liabilities amounting to GBP92,642 (2014: GBPnil).
Related party 24. transactions Group The Group's related parties as defined by International Accounting Standard 24 (revised), the nature of the relationship and the amount of transactions with them during the period were as follows: 10 months Year ended ended Nature 31(st) Dec 31(st) Dec of 2015 2014 Related Nature of Party Relationship GBP GBP GBP GBP Transactions Balance Total Balance Total at transactions at transactions the in the in the year the period year end period end Due (to)/from Due (to)/from Consultancy fees for K. Nilsson 1 - - 100,050 - services provided for the 1 Palace Street project for the period March 2014 to December 2014. The consultancy fees were invoiced to Palace Revive Development Limited and paid by that company in the year ended 31 December 2015. Non-executive Directors' E.B. Harris 2 30,000 (55,000) 25,000 (25,000) fees for the year to 31 December 2015 provided through E.C. Harris LLP. Non-executive A. de Directors' Rothschild 3 - (17,500) - (17,500) fees for the period July 2013 to February 2014. Consultancy fees charged ADCM Limited 4 1,200,000 - 1,042,466 - for the year to 31 December 2015 with GBP1,200,000 being paid in the year. Expenses
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charged ADCM Limited 4 52,282 46,882 63,310 1,882 by ADCM Limited as per the consultancy agreement. GBP46,882 represents a credit from ADCM Limited outstanding at the year end. Palace Revive Development Development management Limited 5 2,028,749 617,287 2,254,170 - fees invoiced for the year to 31 December 2015 as per the development management agreement. GBP617,287 represents the fee payable for the period January 2016 to March 2016 and was paid post year end. Palace Revive Sales agency Development fees charged Limited 5 248,306 - - - in the year ended 31 December 2015 as per multiple selling agents agreements. Related party 24. transactions (continued) 10 months Year ended ended Nature 31(st) Dec 31(st) Dec of 2015 2014 Related Nature of Party Relationship GBP GBP GBP GBP Transactions Balance Balance Total at Total at transactions the transactions the in the year in the period year end period end Due Due (to)/from (to)/from Expenses paid Palace on behalf of Revive 5 159,136 - 166,317 - Palace Development Revive Limited Development Limited. Amount invested Palace by Northacre Real Estate 6 - 10,000,000 1,175,360 10,000,000 PLC Partners into Palace LP Real Estate Partners LP to develop the 1 Palace Street project. Nature of Relationships K.B. Nilsson is a Director of the 1 Company. E.B. Harris is a Director of the Company, and a member of 2 E.C. Harris LLP. A. de Rothschild was a Director of the Company (resigned on 3 11(th) February 2014) ADCM Limited is a fully owned subsidiary of ADFG 4 LLC, the Group's ultimate parent company. Palace Revive Development Limited is a company set up to develop the 1 Palace Street Development and 5 is controlled by ADCM Limited. Palace Real Estate Partners LP is a partnership that ultimately controls Palace Revive Development Limited. 6 Northacre PLC is a limited member of Palace Real Estate Partners LP. Company The Directors' transactions in the Company are included in the Group disclosure above. In addition to these, the Company has the following related party transactions as defined by International Accounting Standard 24 (revised). 10 months Year ended ended Nature 31(st) Dec 31(st) Dec of 2015 2014 Nature of Related Party Relationship GBP GBP GBP GBP Transactions Balance Total Balance Total at transactions at transactions the in the in the year the period year end period end Due (to)/from Due (to)/from
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Management fees Group entities 1 266,248 - 216,712 - receivable in the year from Group subsidiaries provided at arm's length. Management fees payable Group entities 1 (38,901) - (42,655) - in the year to Group subsidiaries provided at arm's length. Nature of Relationships The Group entities are wholly owned subsidiaries 1 of the Company. The balances at the reporting date are shown under notes 14 and 15 of the Consolidated Financial Statements. 25. Immediate and ultimate parent undertakings
The immediate and ultimate parent undertakings are Spadille Limited, a company incorporated in Jersey, and Abu Dhabi Financial Group LLC, a company incorporated in United Arab Emirates, respectively.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR BDGDSSDDBGLC
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April 29, 2016 09:00 ET (13:00 GMT)
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