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REG - Conygar Investmnt Co - Preliminary Results

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RNS Number : 1969T  Conygar Investment Company PLC(The)  23 November 2021

23 November 2021

 

THE CONYGAR INVESTMENT COMPANY PLC

 

PRELIMINARY RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2021

 

SUMMARY

 

 

·    Net asset value increased by £25.3 million (28.5%) to £114.1
million (217.4p per share).

 

·    Total cash deposits of £13.7 million (26.0p per share).

 

·    No debt and no borrowings.

 

·    £29.2 million surplus on valuation of the Group's investment
properties, comprising a £28.7 million uplift at The Island Quarter,
Nottingham, and £0.5 million uplift at Cross Hands, Carmarthenshire. The
combined surplus amounts to an increase of 55.6p per share before other net
operational and administrative costs. At The Island Quarter, the resulting
£70.5 million valuation equates to approximately £2 million per acre.

 

·    Development progressing for the first phase of the mixed-use
development at The Island Quarter and resolution passed to grant planning
permission for a 700-bed student accommodation scheme.

 

·    Detailed planning application submitted in January 2021 for the next
phase of The Island Quarter development which includes a hotel, to be managed
by Intercontinental Hotels Group, residential rental apartments and co-working
space.

 

·    A further planning application was submitted in October 2021 for the
proposed waterfront development in Holyhead, Anglesey, supplementing the
outline consent previously granted in 2014, which includes a 250-berth marina,
259 townhouses and apartments and associated retail and public realm.

 

·    Bought back 1.09 million shares (2.0% of ordinary share capital) at
an average price of 111.5p per share.

 

 

Group net assets summary

   30 September 2021              30 September 2020

                    Per share        Per share
             £'m    p          £'m   p
 Properties  108.4  206.6      56.2  104.9
 Cash        13.7   26.0       32.1  60.0
 Provisions  (7.3)  (13.9)     -     -
 Other       (0.7)  (1.3)      0.5   0.9
 Net assets  114.1  217.4      88.8  165.8

 

 

Robert Ware, Chief Executive commented:

 

"The speed and effectiveness of the UK's vaccination programme has enabled a
quicker and stronger economic recovery than many commentators predicted. This
success has been mirrored in the real estate sector with commercial property
values increasing in the last year, on average by approximately 7%, driven by
higher transaction volumes and the hardening of yields across much of the
market. Our results have benefited from this economic bounce and reflect a
significant improvement to those reported in the previous year.

 

Although we are acutely aware that a sustained economic recovery remains far
from assured, and that the expectations within the real estate industry have
changed markedly over recent years, we are increasingly confident that our
property portfolio is well positioned to benefit both from the renewed market
optimism and significant post COVID-19 social changes."

 

Enquiries:

 

The Conygar Investment Company PLC

 Robert Ware:    0207 258 8670
 David Baldwin:  0207 258 8670

 

Liberum Capital Limited (nominated adviser and broker)

 Richard Lindley:  0203 100 2222
 Jamie Richards:
 Edward Phillips:

Temple Bar Advisory (public relations)

 Alex Child-Villiers:  07795 425580
 Will Barker:          07827 960151

 

Chairman's & chief executive's statement

 

Results summary

 

We present the Group's results for the year ended 30 September 2021.

 

The Group's net asset value per share has increased by 51.6p (31%) in the year
to 217.4p as at 30 September 2021 (2020: 165.8p). The profit before tax, which
includes a £29.2 million unrealised surplus from the revaluation of our
investment properties, was £28.2 million (2020: loss of £8.2 million).

 

As at 30 September 2020, the Group's investment in The Island Quarter,
Nottingham, was reported at cost as the fair value at that date was not
readily determinable. However, the substantial progress made during the year
to corroborate the project's design, market comparables and development cash
flows, as well as the significant progress made on planning and the
commencement of development, has enabled this 36-acre site to be more reliably
valued by Knight Frank LLP as at 30 September 2021.

 

The resulting valuation of £70.5 million, which represents a £28.7 million
(69%) surplus over cost, provides support and justification for the direction
of travel taken to date as we start to unlock, for the benefit of all
stakeholders, the full potential of a project which will, in due course,
provide an exciting new destination as well as substantial investment and
employment opportunities for the city of Nottingham. Further details of the
basis and valuation sensitivities are set out in note 12.

 

Since acquiring The Island Quarter in 2016, we have made significant headway
in developing the concept and strategy and over the last year have submitted
three detailed planning applications for the early phase developments. Two of
these have subsequently been granted with the third, which includes two
hotels, residential apartments and co-working space, expected to be considered
by the planning committee at the end of 2021. The detailed applications
granted to date have enabled us to commence the construction of the first
phase, which includes a 21,500 square foot food and beverage-led building,
planned for completion by Easter 2022, and initiate the on-site preliminary
groundworks for a 700-bed student accommodation scheme which we hope to have
operational for the September 2023 university intake.

 

In addition, the valuation of our retail park at Cross Hands, Carmarthenshire,
has increased in the year by 7.6% from £16.5 million at 30 September 2020 to
£17.8 million at 30 September 2021, in line with the increase in capital
values reported across the retail warehousing sector.

 

Retailers with a predominantly out-of-town presence have been much better
protected from the rise of online retailing than those with a more traditional
high street focus where click-and-collect, larger car parking provisions and
the drive-to convenience have proved more desirable, as highlighted by their
higher footfall throughout the pandemic and quicker recovery post-lockdowns.

 

At our retail park in Cross Hands, from which over 70% of the Group's rental
income is currently derived, we have collected 97% of the rents receivable in
the year which reduces to 92% for the Group as a whole. Of the remainder, 2%
are expected to be received in full by the end of the calendar year, 1% are on
deferred payment terms to be settled in full by March 2022 and 5% have been
provided for in these financial statements.

 

This is a pleasing result, particularly given the volatility in the retail
sector throughout the pandemic, which confirms the strength and adaptability
for the vast majority of the Group's tenants.

 

During the year we have also made good progress on the rest of the portfolio,
the brief highlights of which are set out below.

 

At Holyhead Waterfront in Anglesey we have submitted a further application, to
supplement the outline consent granted in 2014, for a waterfront development
to include both residential apartments and a 250-berth marina, which we are
very hopeful will provide a catalyst for the regeneration of Holyhead.

 

Interest continues, from the renewables sector, in our 203-acre site at
Rhosgoch, Anglesey. However, growing concerns about the capacity for the UK's
existing nuclear capability to phase out gas power and meet the government's
net zero targets have reopened the possibility for at least one more large
scale nuclear project this parliament. Whilst exploratory talks continue
between the UK government and various operators, for a possible nuclear
capability on the Isle of Anglesey, we have not progressed the renewables
option for our sites at Rhosgoch and Parc Cybi as they, in addition to
Holyhead, would be ideally located to support the infrastructure required for
such a project.

 

As previously reported, we exchanged a conditional contract in 2019 to sell
our industrial property in Selly Oak, Birmingham, to a specialist provider of
student accommodation. The conditionality within the agreement requires, in
addition to other matters, the granting of a permission on the site for a
student accommodation scheme which was duly obtained, subject to agreeing the
section 106, in September 2021. This we hope will be the catalyst for the
completion of the property's sale in the coming months.

 

Elsewhere, we are completing the construction of a spine road and associated
drainage at Haverfordwest in Pembrokeshire to open up the site for future
development and have sold two of our smaller development sites at King's Lynn,
Norfolk and Fishguard Lorry Stop in Pembrokeshire.

 

Cash flow

The net cash outflow in the year was £18.5 million, including £16.9 million
incurred to progress our property developments. As at 30 September 2021, the
Group has available cash deposits of £13.7 million, much of which is
allocated to the implementation of essential infrastructure and completion of
the first phase development at Nottingham. However, in order to further
progress our pipeline of development projects, in particular The Island
Quarter, we will need to raise substantial amounts either as debt, through
asset sales or from joint ventures and we are in advanced discussions on a
number of fronts in that regard.

 

Dividend

The Board recommends that no dividend is declared in respect of the year ended
30 September 2021. More information on the Group's dividend policy can be
found within the strategic report.

 

Share buy back

During the year, the Group acquired 1,092,000 ordinary shares, representing
2.0% of its ordinary share capital, at a cost of £1.22 million which equates
to an average price of 111.5p per share. As a result of the buy backs, net
asset value per share has been enhanced by 1.1p per share. The Group will seek
to renew the buy back authority of 14.99% of the issued share capital of the
Company at the forthcoming AGM. We consider the buy back authority to be a
useful capital management tool and will continue to use it when we believe the
stock market value differs too widely from our view of the intrinsic value of
the Company.

 

Board change

 

We are pleased to welcome David Baldwin to the Board. David was appointed as
Finance Director on 10 May 2021 having been with the Company for five years as
Financial Controller and also, since 6 April 2020, as Company Secretary.

 

Outlook

 

The speed and effectiveness of the UK's vaccination programme has enabled a
quicker and stronger economic recovery than many commentators predicted. This
success has been mirrored in the real estate sector with commercial property
values increasing in the last year, on average by approximately 7%, driven by
higher transaction volumes and the hardening of yields across much of the
market. Our results have benefited from this economic bounce and reflect a
significant improvement to those reported in the previous year.

Although we are acutely aware that a sustained economic recovery remains far
from assured, and that the expectations within the real estate industry have
changed markedly over recent years, we are increasingly confident that our
property portfolio is well positioned to benefit both from the renewed market
optimism and significant post COVID-19 social changes.

 

 

 

N J
Hamway
R T E Ware

Chairman
Chief Executive

 

Strategic report

 

The Group's strategic report provides a review of the business for the
financial year, discusses the Group's financial position at the year end and
explains the principal risks and uncertainties facing the business and how we
manage those risks. We also outline the Group's strategy and business model.

 

Strategy and business model

 

The Conygar Investment Company PLC ("Conygar") is an AIM quoted property
investment and development group dealing primarily in UK property. Our aim is
to invest in property assets and companies where we can add significant value
using our property management, development and transaction structuring skills.

 

The business operates three major strands, being property investment, property
development and investment in companies which trade or invest in property or
hold substantial property assets and we are prepared to use modest levels of
gearing to enhance returns. Assets are recycled to release capital as
opportunities present themselves and we will continue to buy back shares where
appropriate. The Group is content to hold cash and adopt a patient strategy
unless there is a compelling reason to invest.

 

Position of the Group at the year end

 

The Group net assets as at 30 September 2021 may be summarised as follows:

 

                        Per share
             £'m        p
 Properties  108.4      206.6
 Cash        13.7       26.0
 Provisions  (7.3)      (13.9)
 Other       (0.7)      (1.3)
 Net assets  114.1      217.4

 

Good progress has been made on our investment properties and development
projects since we last reported, the details of which are set out below. The
Group's balance sheet remains both liquid and robust with cash deposits at 30
September 2021 of £13.7 million and no borrowings. We have utilised part of
the Group's cash deposits to commence the infrastructure works and
construction of the first phase of the Island Quarter development in
Nottingham. However, the continuation of future phases requires us to seek
either debt funding, joint venture partners or to sell assets to take best
advantage of the opportunities presented by this significant development and
discussions are ongoing in this regard.

 

Key performance indicators

 

The key measures considered when monitoring progress towards the Board's
objective of providing attractive shareholder returns include the headway made
during the year on its development and investment property portfolio, the
movements in net asset value per share and levels of uncommitted cash, each of
which are considered below.

 

Investment properties and development projects

 

Nottingham, Nottinghamshire

 

The Group acquired the 36-acre Island Quarter site in Nottingham city centre
in December 2016 for £13.5 million. The Island Quarter is an exciting
mixed-use development comprising new homes, grade A office space, hotels and
student accommodation.

 

During 2021, construction began on the first phase, comprising a 21,500 square
foot food and beverage-led building with a canal-side setting surrounded by
new high quality public realm. This is scheduled to open at Easter 2022 and
will, we believe, open up this previously underused canal-side part of the
city and bring local residents back to The Island Quarter.

 

In January 2021, a detailed planning application was submitted for the first
major phase of the site, which includes two hotels to be managed by The
Intercontinental Hotels Group, 247 residential rental apartments, 32,000
square feet of co-working space, as well as food and beverage areas.
Amendments were made to the original application, such that it is now hoped
the permission will be granted by the end of the year.

 

In May 2021, a detailed planning application was submitted for a 700-bed
student accommodation scheme which was granted in September 2021, subject to
agreeing the section 106.

 

We are progressing the designs for subsequent phases of The Island Quarter and
are in discussions with a variety of commercial occupiers and potential
investors and hope to make announcements on that front later in the year.

 

Cross Hands, Carmarthenshire

 

Following the completion of the lettings in the year to Burger King, Snap
Fitness and One Below the retail park at Cross Hands is now fully occupied,
producing an annual rent roll of £1.38 million, which given the economic and
social backdrop over the last 12 months is a very pleasing result. The
strength and diversity of the tenant base was emphasised during the pandemic
with the park, which comprises a number of leading brands including Lidl,
B&M Retail, Costa Coffee, Iceland Foods, Dominos Pizza and Pets At Home,
continuing to trade well.

 

Holyhead Waterfront, Anglesey

 

After a period of successful stakeholder and community engagement, we
submitted a further detailed application in October 2021 for the proposed
waterfront development, which supplements the outline consent granted in 2014.
The application includes a 250-berth marina, 259 townhouses and apartments,
marine commercial and additional A1/A3 retail units together with substantial
areas of improved public realm.

 

A further £0.7 million of costs in connection with the detailed design and
reserved matters application were expensed in the year to retain the carrying
value of the property, in line with the prior year, at its estimated net
realisable value of £5.0 million.

 

Selly Oak, Birmingham

 

Selly Oak comprises two industrial units, let to University Hospitals
Birmingham NHS Foundation Trust and Revolution Gymnastics Limited. Contracts
were exchanged in 2019 for the sale of the property, on a subject to planning
basis, to a specialist provider of student accommodation.

 

The purchaser submitted an application at the start of the year for a 523
student accommodation scheme for which a resolution to grant planning
permission, subject to agreeing the section 106, was confirmed by the local
authority in September 2021. A further update on the sale is expected in the
coming months once the terms of the section 106 have been finalised.

 

Haverfordwest, Pembrokeshire

 

At Haverfordwest in Pembrokeshire, where we have outline consent for 729
residential units and 90,000 square feet of implemented A1 retail, we are
constructing a 300 metre spine road and associated infrastructure, to be
completed by the end of the year, which will enable either the sale or
development of the site on a plot by plot basis.

 

In addition, an application has been submitted to Pembrokeshire County
Council, with a planning officer's recommendation for approval, to reduce the
costs payable under the existing section 106 agreement. We are hopeful of a
positive outcome, but await confirmation of the hearing date from the planning
committee.
 

Parc Cybi business park, Anglesey and Rhosgoch, Anglesey

 

We hold substantial plots of land at Parc Cybi business park and Rhosgoch in
Anglesey for which there has been continued interest during the year from
operators in the renewables sector. However, whilst discussions are ongoing
between the UK government and various operators, for the possible reopening of
a nuclear capability in Anglesey, we have not pursued the renewables option.

 

King's Lynn, Norfolk and Fishguard Lorry Stop, Pembrokeshire

 

During the year the Group's development sites at King's Lynn and Fishguard
Lorry Stop were sold for total net proceeds of £1.0 million, resulting in a
combined net profit of £0.4 million.

 

Summary of investment properties

 

                    2021   2020
                    £'m    £'m

 Nottingham - (1)   70.50  19.76
 Cross Hands - (2)  17.75  16.50
 Total              88.25  36.26

 

(1)  The Group's investment in Nottingham was valued by Knight Frank LLP in
their capacity as external valuers as at 30 September 2021. In accordance with
IAS 40, as this project was not sufficiently advanced, such that the fair
value could be readily determined at 30 September 2020, the investment in
Nottingham was reported at cost in the prior year.

(2)  The Group's investment in Cross Hands was independently valued by Knight
Frank LLP in both the current and prior years.

 

Summary of development projects

 

We remain confident that there is significant upside in these projects, but
this will only become evident over the medium term.

 

                           2021   2020
                           £'m    £'m
 Haverfordwest             8.62   7.78
 Holyhead Waterfront       5.00   5.00
 Selly Oak                 3.57   3.57
 Rhosgoch                  2.50   2.50
 Parc Cybi                 0.50   0.50
 King's Lynn (1)           -      0.53
 Fishguard Lorry Stop (1)  -      0.07
 Total                     20.19  19.95

 

 

(1)  As set out in the strategic report, the Group's development sites at
King's Lynn and Fishguard Lorry Stop were sold in the year.

 

Financial review

 

Net asset value

 

The net asset value increased by £25.3 million (51.6p per share) to £114.1
million at 30 September 2021. The primary movements in the year were
revaluation surpluses for the investment properties at Nottingham and Cross
Hands of £28.7 million and £0.5 million respectively, net rental income of
£1.3 million plus £0.4 million from the sale of our development sites at
King's Lynn and Fishguard Lorry Stop. This has been offset by £0.7 million of
development costs written off, £2.1 million of administrative costs, a £1.7m
provision for deferred tax on unrealised chargeable gains and £1.2 million
spent purchasing our own shares.

 

Cash flow and financing

 

At 30 September 2021, the Group had cash deposits of £13.7 million and no
debt (2020: cash of £32.1 million and no debt).

 

During the year, the Group used £1.8 million of cash in its operating
activities (2020: used £6.3 million).

 

The primary cash outflows in the year were capital costs of £16.9 million and
£1.2 million to buy back shares. Capital expenditure includes the
construction costs and associated professional fees for the ongoing
infrastructure works, first phase development and student block preliminary
works at The Island Quarter, completion of the Burger King unit at Cross
Hands, construction of a spine road on the residential site at Haverfordwest
and statutory fees to advance the proposed development at Holyhead Waterfront.

 

The cash outflows were partly offset by cash proceeds of £1.0 million from
the sales of King's Lynn and Fishguard Lorry Stop, resulting in a net cash
outflow in the year of £18.5 million (2020: cash outflow of £7.8 million).

 

Net income from property activities

                                                          2021      2020
                                                          £'m       £'m
 Rental and other income                                  1.6       1.7
 Direct property costs                                      (0.3)   (0.2)
                                                          1.3       1.5
 Proceeds from property sales                             1.0       3.7
 Cost of property sales                                   (0.6)     (3.5)
 Total net income arising from property activities        1.7       1.7

Administrative expenses

 

The administrative expenses for the year ended 30 September 2021 were £2.1
million (2020: £2.6 million). The major items were salary costs of £1.4
million (2020: £1.9 million), head office running costs and various costs
arising as a result of the Group being listed on AIM.

 

Taxation

 

Current tax is payable, at a rate of 19% on net rental income and profits from
the sale of development properties after deduction of finance costs and
administrative expenses.

 

Deferred tax is calculated at a rate of 25%, being the rate that has been
enacted or substantively enacted by the balance sheet date and which is
expected to apply when the tax liability, resulting from unrealised chargeable
gains arising on revaluation of the Group's investment properties, is
projected to be settled.

 

Capital management

 

Capital risk management

 

The Board's primary objective when managing capital is to preserve the Group's
ability to continue as a going concern, in order to safeguard its equity and
provide returns for shareholders and benefits for other stakeholders whilst
maintaining an optimal capital structure to reduce the cost of capital.

 

The Group does not currently have any borrowings, but may utilise borrowing in
the future to fund development projects. When doing so the Group will seek to
ensure that it can stay within agreed covenants with its lenders.

 

Treasury policies

 

The objective of the Group's treasury policies is to manage the Group's
financial risk, secure cost effective funding for the Group's operations and
to minimise the adverse effects of fluctuations in the financial markets on
the value of the Group's financial assets and liabilities, reported
profitability and cash flows.

 

The Group finances its activities with a combination of cash and short term
deposits. Other financial assets and liabilities, such as trade receivables
and trade payables, arise directly from the Group's operations. The Group may
also finance its activities with bank loans and enter into derivative
transactions to manage the interest rate risk arising from its operations and
sources of finance. Throughout the year, and as at the balance sheet date, no
group undertakings were party to any bank loans or derivative instruments.

 

The management of cash is monitored weekly with summary cash statements
produced on a monthly basis and discussed regularly in management and board
meetings. The approach is to provide sufficient liquidity to meet the
requirements of the business in terms of funding developments and potential
acquisitions. Surplus funds are invested with a broad range of institutions.
At any point in time, at least half of the Group's cash is held on instant
access or short term deposit of less than 30 days.

 

Dividend policy

 

The Board recommends that no dividend is paid in respect of the year ended 30
September 2021 (2020: £nil).

 

Our dividend policy is consistent with the overall strategy of the business:
namely to invest in property assets and companies where we can add significant
value using our property management, development and transaction structuring
skills.

 

In previous years we have used the surplus cash flow from the then much larger
investment property portfolio to enhance these properties by refurbishment,
re-letting and extending tenancies, fund the operations of the business,
create a medium term pipeline of development opportunities, pay a modest
dividend and buy back shares where appropriate.

 

The Board will continue to review the dividend policy each year. Our focus is,
and will primarily continue to be, growth in net asset value per share.

 

Share buy backs

 

During the year, the Group acquired 1,092,000 ordinary shares at an average
price of 111.5p, costing £1.2 million, which represented 2.04% of its
ordinary share capital. As a result of the share buy backs, the net asset
value per share has been enhanced by approximately 1.1p per share. The Group
will seek to renew the buy back authority of 14.99% of the issued share
capital of the Company at the forthcoming AGM. We consider it to be a vital
capital management tool and believe it is prudent to have maximum flexibility
given the level of uncertainty we see in the wider economy.

 

Principal risks and uncertainties

 

Managing risk is an integral element of the Group's management activities and
a considerable amount of time is spent assessing and managing risks to the
business. Responsibility for risk management rests with the Board, with
external advisers used where necessary.

 

Strategic risks

 

Strategic risks are risks arising from an inappropriate strategy or through
flawed execution of a strategy. By definition, strategic risks tend to be
longer term than most other risks and, as has been amply demonstrated in the
last few years, the economic and wider environment can alter quickly and
significantly. Strategic risks identified include global or national events,
regulatory and legal changes, market or sector changes and key staff
retention.

 

The Board continually monitors and discusses the potential impact that changes
to the environment in which we operate can have upon the Group. We are
confident we have sufficiently high calibre Directors and managers to manage
strategic risks.

 

We are content that the Group has the right approach toward strategy and our
strong balance sheet is good evidence of that.

 

Operational risks

 

Operational risks are essentially those risks that might arise from inadequate
internal systems, processes, resources or incorrect decision making. Clearly,
it is not possible to eliminate operational risk. However, by ensuring we have
the right calibre of staff and external support in place we look to minimise
such risks, as most operational risks arise from people-related issues. Our
Executive Directors are very closely involved in the day-to-day running of the
business to ensure sound management judgement is applied.

 

Market risks

 

Market risks primarily arise from the possibility that the Group is exposed to
fluctuations in the values of, or income from, its cash deposits, investment
properties and development projects. This is a key risk to the principal
activities of the Group and the exposures are continuously monitored through
timely financial and management reporting and analysis of available market
intelligence.

 

Where necessary, management takes appropriate action to mitigate any adverse
impact arising from identified risks and market risks continue to be monitored
closely.

 

Continuing low interest rates have historically made our liquidity position a
drag on income, but it is likely to be helpful as we take on debt in the
coming years to finance our developments. However, the Group is currently not
party to any debt facilities and the management team have adapted admirably
during the COVID-19 pandemic to advance the development portfolio.

 

Estimation and judgement risks

 

To be able to prepare accounts according to generally accepted accounting
principles, management must make estimates and assumptions that affect the
asset and liability items and revenue and expense amounts recorded in the
accounts. These estimates are based on historical experience and various other
assumptions that management and the Board believe are reasonable under the
circumstances. The results of these considerations form the basis for making
judgements about the carrying value of assets and liabilities that are not
readily available from other sources.

 

The key sources of estimation uncertainty that have a significant risk of
causing material adjustment to the carrying amounts of assets and liabilities
within the next financial year are the following:

 

Investment properties

 

The fair values of investment properties are based upon open market value and
calculated, where applicable, using a third party valuation provided by an
external valuer. Where it is not possible to reliably measure fair value, cost
is used instead.

 

Development properties

 

The net realisable value of properties held for development requires an
assessment of fair value of the underlying assets using property appraisal
techniques and other valuation methods. Such estimates are inherently
subjective and actual values can only be determined in a sales transaction.

 

Financial assets

 

The interest rate profile of the Group's cash at the balance sheet date was as
follows:

                          30 Sep 21  30 Sep 20
                          £'000      £'000
 Fixed rate term deposit  -          10,009
 Floating rate            13,657     22,117
                          13,657     32,126

Fixed and floating rate financial assets comprise cash and short term deposits
held with banks whose credit ratings are acceptable to the Board.

 

Credit risk

 

Credit risk is the risk of financial loss to the Group if a counterparty fails
to meet its contractual obligations. The Group's principal financial assets
include its financial interest in property assets, cash deposits and trade and
other receivables. The carrying amount of financial assets recorded in the
financial statements represents the Group's maximum exposure to credit risk
without taking account of the value of any collateral obtained.

 

In the event of default by an occupational tenant, the Group will suffer a
rental shortfall and incur additional costs. The Directors continually monitor
tenant arrears in order to anticipate, and minimise the impact of, defaults by
occupational tenants and if necessary, where circumstances allow, will apply
rigorous credit control procedures to facilitate the recovery of trade
receivables.

 

Under IFRS 9, the Group is required to provide for any expected credit losses
arising from trade receivables. For all assured shorthold tenancies, credit
checks are performed prior to acceptance of the tenant. Regulated tenants are
incentivised through the benefit of their tenancy agreement to avoid default
on their rent and rent deposits are held in respect of two leases. Taking
these factors into account, the risk to the Group of individual tenant default
and the credit risk of trade receivables are considered low, albeit the risk
has increased as a result of the impact of COVID-19, as is borne out by the
level of trade receivables written off in the current and prior years.

 

The Directors have provided for rental and other arrears due from various
tenants impacted by, amongst other factors, the COVID-19 pandemic which amount
to £118,000 at 30 September 2021 and which remain outstanding at the date of
signing these financial statements. The table below sets out the movement in
the bad debt provision during the year. The impaired receivables are based on
a review of expected credit losses. Impaired receivables and receivables not
considered to be impaired are not material to the financial statements and,
therefore, no further analysis is provided.

 Provision for bad debts   30 Sep 21  30 Sep 20
                           £'000      £'000
 At the start of the year  49         -
 Provided in the year      69         49
 At the end of the year    118        49

The credit risk on cash deposits is managed through the Company's policies of
monitoring counterparty exposure and the use of counterparties of good
financial standing. At 30 September 2021, the credit exposure from cash held
with banks was £13.7 million which represents 12.0% of the Group's net
assets. All cash deposits at the balance sheet date are placed with banks,
whose credit ratings are acceptable to the Board, on instant access accounts.
Should the credit quality or the financial position of the banks currently
utilised significantly deteriorate, cash deposits would be moved to
alternative banks.

 

Liquidity risk

 

Liquidity risk is the risk that the Group will not be able to meet its
financial obligations as they fall due. The Group seeks to manage its
liquidity risk by ensuring that sufficient cash is available to meet its
foreseeable needs. The Group has cash deposits at the balance sheet date of
£13.7 million. However, we will need to raise substantial amounts either as
debt, or through joint ventures or asset sales, in order to significantly
progress The Island Quarter development in Nottingham.

 

Section 172 statement

 

Directors' duty to promote the success of the Company under Section 172
Companies Act 2006

 

The strategic report is required to include a statement that describes how the
Directors have had regard to the matters set out in section 172(1) (a) to (f)
of the Companies Act 2006 when performing their duty under section 172. Some
of the matters identified in Section 172(1) are already covered by similar
provisions in the QCA Code and have thus been previously reported by the
Company in the corporate governance statement, the corporate governance report
and the QCA statement of compliance on our website. In order to avoid
unnecessary duplication, the relevant parts of those documents are identified
below and are to be treated as expressly incorporated by reference into this
strategic report. Under section 172 (1) of the Companies Act 2006, each
individual Director must act in the way he considers, in good faith, would be
the most likely to promote the success of the Company for the benefit of its
members as a whole, and in doing so have regard (amongst other matters) to six
matters detailed in the section. In discharging their duties, the Directors
seek to promote the success of Conygar for the benefit of members as a whole
and have regard to all the matters set out in Section 172(1), where applicable
and relevant to the business, taking account of its size and structure and the
nature and scale of its activities in the commercial property market. The
following paragraphs address each of the six matters in Section 172(1) (a) to
(f).

 

(a) The likely consequences of any decision in the long term: The commercial
property market is cyclical by nature. Investing in commercial property is a
long term business. The decisions taken must have regard to long term
consequences in terms of success or failure and managing risks and
uncertainties. The Directors cannot expect that every decision they take will
prove, with the benefit of hindsight, to be the best one - external factors
may affect the market and thus change conditions in the future, after a
decision has been taken. However, the Group's investment decisions are
undertaken by a Board with a wide range of experience, over many years, in
both the property and finance sectors.

 

(b) The interests of the Company's employees: The Company has five full time
employees, including the Chief Executive, two Property Directors and the
Finance Director. These Executive Directors sit on the Board with the
Non-Executive Directors.

 

(c) The need to foster the Company's business relationships with suppliers,
customers and others: The Directors have regularly reported in the Company's
annual reports on the constructive relationships that Conygar seeks to build
with its tenants and the mutual benefits that this brings to both parties; and
this reporting has been extended over the past two years following Principle 3
of the QCA Code to include suppliers and others. This is therefore addressed
under Principle 3 in the QCA compliance statement. In recent years, it has
been vital to foster our business relationships with tenants given external
factors affecting business and the economy, such as political uncertainty and
the continuing impact of the COVID-19 pandemic.

 

(d) The impact of the Company's operations on the community and the
environment: This is also addressed under Principle 3 of the QCA Code in the
QCA compliance statement. Due to its size and structure and the nature and
scale of its activities, the Board considers that the impact of Conygar's
operations as a landlord on the community and the environment is low.
Conygar's assets are used by its tenants for their own operations rather than
by Conygar itself. In the past year, the Company has not been made aware of
any tenant operations that have had a significant impact on the community or
the environment. In relation to planned developments, Conygar seeks to ensure
that designs and construction comply with all relevant environmental standards
and with local planning requirements and building regulations so as not to
adversely affect the community or the environment.

 

(e) The desirability of the Company maintaining a reputation for high
standards of business conduct: This is addressed under Principle 8 of the QCA
Code in the corporate governance statement and in the QCA compliance
statement. The Board considers that maintaining Conygar's reputation for high
standards of business conduct is not just desirable - it is a valuable asset
in the competitive commercial property market.

 

(f) The need to act fairly as between members of the Company: The Company has
only one class of shares, thus all shareholders have equal rights and,
regardless of the size of their holding, every shareholder is, and always has
been, treated equally and fairly. Relations with shareholders are further
addressed under Principles 2, 3 and 10 of the QCA Code in the corporate
governance report and the QCA compliance statement. We have been reviewing how
we communicate with shareholders and are in the process of encouraging
shareholders to adopt electronic communications and proxy voting in place of
paper documents where this suits them, as well as to raise questions in
writing if they are unable to attend AGMs.

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 30 September 2021

 

 

                                                                                                                                                 Note                                     Year ended      Year ended

                                                                                                                                                                                          30 Sep 21       30 Sep 20

                                                                                                                                                                                          £'000           £'000

 Rental income                                                                                                                                                                            1,592           1,675
 Proceeds on sale of development and trading properties                                                                                                                                   1,050           -
 Revenue                                                                                                                                                                                  2,642           1,675

 Direct costs of rental income                                                                                                                                                            288             233
 Costs on sale of development and trading properties                                                                                                                                      620             -
 Development costs written                                                                                                                       14                                       675             5,611
 off
 Direct costs                                                                                                                                                                             1,583           5,844

 Gross profit / (loss)                                                                                                                                                                    1,059           (4,169)

 Surplus / (deficit) on revaluation of                                                                                                           11                                       459             (1,722)

investment property

 Surplus on revaluation of investment
 properties under construction                                                                                                                   12                                       28,718          -
 Profit on sale of investment property                                                                                                                                                    -               167
 Administrative expenses                                                                                                                                                                  (2,058)         (2,623)

 Operating profit /                                                                                                                              3                                        28,178          (8,347)
 (loss)

 Finance costs                                                                                                                                   6                                        (2)             (5)

 Finance                                                                                                                                         6                                        34              187
 income

 Profit / (loss) before taxation                                                                                                                                                          28,210          (8,165)
 Taxation                                                                                                                                        8                                        (1,685)         210

 Profit / (loss) and total comprehensive                                                                                                                                                  26,525          (7,955)

 income / (charge) for the year

 Basic and diluted profit / (loss) per                                                                                                           10                                       49.99p          (14.73)p
 share

 All amounts are attributable to equity shareholders of the Company.

 

All of the activities of the Group are classed as continuing.

 

 

CONSOLIDATED Statement of Changes in Equity

for the year ended 30 September 2021

 

 
Attributable to the equity holders of the Company

 

                                                                       Capital

                               Share                                   redemption   Treasury   Retained   Total

                               capital                                  reserve     shares     earnings   equity
 Group                         £'000                                   £'000        £'000      £'000      £'000

 Changes in equity for the year ended 30 September 2020
                                                             2,826     3,727        -          94,177     100,730

 At 1 October 2019
 Adjustment on implementation
 of IFRS 16                                                  -         -            -          23         23

                                                             2,826     3,727        -          94,200     100,753

 Loss for the year                                           -         -            -          (7,955)    (7,955)

 Total comprehensive

 charge for the year                                         -         -            -          (7,955)    (7,955)
 Purchase of own shares                                      -         -            (3,965)    -          (3,965)
 Cancellation of treasury shares                             (146)     146          3,965      (3,965)    -

 At 30 September 2020                                        2,680     3,873        -          82,280     88,833

 Changes in equity for the year ended 30 September 2021

 At 1 October 2020                                           2,680     3,873        -          82,280     88,833
 Profit for the year                                         -         -            -          26,525     26,525

 Total comprehensive                                         -         -            -          26,525     26,525

income for the year
 Purchase of own shares                                      -         -            (1,217)    -          (1,217)
 Cancellation of treasury shares                             (55)      55           1,217      (1,217)    -

 At 30 September 2021                                        2,625     3,928        -          107,588    114,141

 

 

CONSOLIDATED BALANCE SHEET

at 30 September 2021

 

 

                                                                                                                                                                         Note      30 Sep 2021 £'000   30 Sep 2020

                                                                                                                                                                                                       £'000
 Non-current assets
 Investment properties                                                                                                                                                   11        17,750              16,500
 Investment properties under construction                                                                                                                                12        70,500              19,761
 Right of use asset                                                                                                                                                      7         53                  146
 Deferred tax asset                                                                                                                                                      8         2,935               -
                                                                                                                                                                                   91,238              36,407
 Current assets
 Development and trading                                                                                                                                                 14        20,192              19,952
 properties
 Trade and other                                                                                                                                                         15        2,661               1,655
 receivables
 Tax asset                                                                                                                                                                         28                  31
 Cash and cash equivalents                                                                                                                                                         13,657              32,126
                                                                                                                                                                                   36,538              53,764

 Total assets                                                                                                                                                                      127,776             90,171

 Current liabilities
 Trade and other                                                                                                                                                         16        3,367               1,215
 payables
 Provision for liabilities and charges                                                                                                                                   17        5,614               -
 Lease liability for right of use asset                                                                                                                                  7         34                  89
                                                                                                                                                                                   9,015               1,304

 Non-current liabilities
 Deferred tax liability                                                                                                                                                  8         4,620               -
 Lease liability for right of use asset                                                                                                                                  7         -                   34
                                                                                                                                                                                   4,620               34

 Total liabilities                                                                                                                                                                 13,635              1,338

 Net assets                                                                                                                                                                        114,141             88,833

 Equity
 Called up share                                                                                                                                                         18        2,625               2,680
 capital
 Capital redemption reserve                                                                                                                                                        3,928               3,873
 Retained earnings                                                                                                                                                                 107,588             82,280
 Total equity                                                                                                                                                                      114,141             88,833

 

CONSOLIDATED CASH FLOW STATEMENT

for the year ended 30 September 2021

 

                                                               Year ended 30 Sep 21 £'000   Year ended

                                                                                            30 Sep 20

                                                                                            £'000
 Cash flows from operating activities
 Operating profit / (loss)                                     28,178                       (8,347)
 Development costs written off                                 675                          5,611
 (Surplus) / deficit on revaluation of investment properties   (29,177)                     1,722
 Profit on sale of investment property                         -                                         (167)
 Profit on sale of development and trading properties          (430)                                            -
 Depreciation of right of use assets                           93                                            93

 Cash flows from operations before changes in working capital  (661)                        (1,088)
 Increase in trade and other receivables                       (1,006)                      (107)
 Additions to development and trading properties               (1,438)                      (4,901)
 Net proceeds from sale of development and trading properties  1,025                        -
 Increase / (decrease) in trade and other payables             287                          (253)
                                                               (1,793)                      (6,349)

 Cash flows used in operations
 Tax received                                                  3                            38
 Cash flows used in operating activities                       (1,790)                      (6,311)

 Cash flows from investing activities
 Additions to investment properties                            (15,496)                     (1,369)
 Proceeds from sale of an investment property                  -                            3,673
 Finance income                                                34                           187
 Cash flows (used in) / generated from investing activities    (15,462)                     2,491

 Cash flows from financing activities
 Purchase of own shares                                        (1,217)                      (3,965)
 Cash flows used in financing activities                       (1,217)                      (3,965)

 Net decrease in cash and cash equivalents                     (18,469)                     (7,785)
 Cash and cash equivalents at 1 October                        32,126                       39,911
 Cash and cash equivalents at 30 September                     13,657                       32,126

 

 

NOTES TO THE ACCOUNTS

for the year ended 30 September 2021

 

1.   The financial information set out in this announcement is abridged and
does not constitute statutory accounts for the year ended 30 September 2021
but is derived from the financial statements. The auditors have reported on
the statutory accounts for the year ended 30 September 2021, their report was
unqualified and did not contain statements under sections 498(2) or (3) of the
Companies Act 2006, and these will be delivered to the registrar of companies
following the Company's Annual General Meeting. The financial information has
been prepared using the recognition and measurement principle of IFRS.

 

2.   The comparative financial information for the year ended 30 September
2020 was derived from information extracted from the annual report and
accounts for that period, which was prepared under IFRS and which has been
filed with the UK registrar of companies. The auditors have reported on those
accounts, their report was unqualified and did not contain statements under
section 498 (2) or (3) of the Companies Act 2006.

 

3.    Operating PROFIT / (Loss)

 

Operating profit / (loss) is stated after charging:

                                                                          Year ended  Year ended
                                                                          30 Sep 21   30 Sep 20
                                                                          £'000       £'000
 Audit of the Company's consolidated and individual financial statements  47          39
 Audit of subsidiaries, pursuant to legislation                           24          15
 Fees payable to the Company's auditor for tax services                   -           13
 Amortisation of right of use asset                                       93          93

 

4.     PARTICULARS OF EMPLOYEES

 

 The aggregate payroll costs were:  Year ended        Year ended
                                        30 Sep 21     30 Sep 20
                                    £'000             £'000
 Wages and salaries                 1,247             1,673
 Social security costs              161               215
                                    1,408             1,888

 

The average monthly number of persons, including Executive Directors, employed
by the Company during the year was seven (2020: seven).

 

5.     DIRECTORS' EMOLUMENTS

                                          Year ended  Year ended

                                          30 Sep 21   30 Sep 20

                                          £'000       £'000
 Basic salary and total emoluments        929         1,329

 Emoluments of the highest paid Director  400         455

 

        The Board, being the key management personnel, comprises the
only persons having authority and responsibility for planning, directing and
controlling the activities of the Group.

 

6.       FINANCE INCOME AND COST

                              Year ended  Year ended

                              30 Sep 21   30 Sep 20

                              £'000       £'000
 Bank interest receivable     34          187
 Interest cost under IFRS 16

                              2           5

 

7.     LEASES

 

        Group as lessor:

 

       The Group receives income from investment properties and existing
tenants located at several development sites. At 30 September 2021, the
minimum lease payments receivable under non-cancellable operating leases were
as follows:

 

                                                                                                                                30 Sep 21  30 Sep 20

                                                                                                                                £'000      £'000
 Less than one year                                                                                                             1,385      1,223
 Between one and five years                                                                                                     5,873      5,254
 Over five years                                                                                                                6,249      6,668
                                                                                                                                13,507     13,145

 

        The amounts above represent total rental income up to the next
tenant only break date for each lease.

 

        Group as lessee:

 

       The Group is party to a lease which terminates on 28 April 2022.

 

        IFRS 16 requires lessees to record all leases on the balance
sheet as liabilities along with an asset reflecting the right of use of the
asset over the lease term.

 

        At the start of the prior year, the lease liability was
calculated as the present value of the remaining lease payments, discounted at
an incremental borrowing rate of 2.7%. The right of use asset was measured at
the amount equal to the lease liability adjusted for rent prepaid on the date
of implementation. Depreciation of the right of use asset is on a straight
line basis over the lease term.

 

        The modified retrospective approach was adopted for transition
purposes such that comparatives were not restated and the difference between
the right of use asset and lease liability at the start of the prior year was
recognised within the Group's opening retained earnings.

 

                              Year ended      Year ended
                              30 Sep 21       30 Sep 20
 Right of use asset           £'000           £'000
 At the start of the year     146             239
 Depreciation                 (93)            (93)
 At the end of the year       53              146
 Lease liability              £'000           £'000
 At the start of the year     123             217
 Lease payments               (91)            (99)
 Interest on lease liability  2               5
 At the end of the year       34              123

 

 Lease liability maturity analysis                                              30 Sep 21                   30 Sep 20
 Gross lease payments                                                           £'000                       £'000
 due:
 Within one year                                                                                 34         91
 Within two to five years                                                                        -          34
 Total gross lease payments                                                                      34         125
 Less future financing charges                                                                   -          (2)
 At end of the year                                                                              34         123
 Current                                                                                         34         89
 Non-current                                                                                     -          34

 

 

8.      TAX

                                                                       Year ended  Year ended

                                                                       30 Sep 21   30 Sep 20

                                                                       £'000       £'000
 Current tax charge / (credit)                                         -           (210)
 Deferred tax charge                                                   1,685               -
 Total tax charge / (credit)                                           1,685               (210)

 The tax assessed on the profit for the year differs from the standard rate of
 tax in the UK of 19% (2020: 19%). The differences are explained below:

                                                                       Year ended          Year ended

                                                                       30 Sep 21           30 Sep 20

                                                                       £'000               £'000
 Profit / (loss) before tax                                            28,210              (8,165)

 Profit / (loss) before tax multiplied by the standard rate of UK tax  5,360               (1,551)
 Effects of:
 Investment property revaluation not taxable                           (5,543)             327
 Movement in tax losses carried forward                                186                 1,244
 Expenses not deductible for tax purposes                              10                  31
 Capital allowances utilised                                           (13)                (65)
 Impact of differing tax rates for offshore entities                   -                   14
 Overprovision of prior year tax                                       -                   (210)
 Deferred tax charge                                                   1,685               -
 Total tax charge / (credit) for the year                              1,685               (210)

 

 

 Deferred tax asset
                                              Year ended  Year ended

                                              30 Sep 21   30 Sep 20

                                              £'000       £'000
 Deferred tax asset at the start of the year  -           -
 Deferred tax credit for the year             2,935       -
 Deferred tax asset at the end of the year    2,935       -

 The Group has recognised a deferred tax asset for tax losses, held by group
 undertakings, where the Directors believe it is probable that this asset will
 be recovered.

 As at 30 September 2021, the Group has further unused losses of £20.1 million
 (2020: £41.0 million) for which no deferred tax asset has been recognised in
 the consolidated balance sheet.

 

 Deferred tax liability - in respect of
 chargeable gains on investment properties        Year ended  Year ended

                                                  30 Sep 21   30 Sep 20

                                                  £'000       £'000
 Deferred tax liability at the start of the year  -           -
 Deferred tax charge for the year                 4,620       -
 Deferred tax liability at the end of the year    4,620       -

 The Directors have assessed the potential deferred tax liability of the Group
 as at 30 September 2021 in respect of chargeable gains that would be payable
 if the investment properties were sold at their financial year end valuations.
 Based on the unrealised chargeable gains of £18,478,000 (2020: £nil) a
 deferred tax liability of £4,620,000 has been recognised.

 The deferred tax asset and liability have been calculated at a corporation tax
 rate of 25% being the rate that has been enacted or substantively enacted by
 the balance sheet date and which is expected to apply when the liability is
 settled and the asset realised.

 

9.       DIVIDENDS

 

          No dividend will be paid in respect of the year ended 30
September 2021 (2020: nil).

 

10.     PROFIT / (LOSS) PER SHARE

 

          Profit per share is calculated as the profit attributable
to ordinary shareholders of the Company for the year of £26,525,000 (2020:
loss of £7,955,000) divided by the weighted average number of shares in issue
throughout the year of 53,064,275 (2020: 54,007,994). There are no diluting
amounts in either the current or prior years.

 

11.     INVESTMENT PROPERTIES

 

          Freehold investment properties

 

                                                                                                                                                                                                                         30 Sep 21  30 Sep 20

                                                                                                                                                                                                                         £'000      £'000
 At the start of the year                                                                                                                                                                                                16,500     21,429
 Additions                                                                                                                                                                                                               791        305
 Disposals                                                                                                                                                                                                               -          (3,512)
 Revaluation surplus / (deficit)                                                                                                                                                                                         459        (1,722)
 At the end of the year                                                                                                                                                                                                  17,750     16,500

 

As at 30 September 2021, Cross Hands was valued by Knight Frank LLP in their
capacity as external valuers. The valuation was prepared on a fixed fee basis,
independent of the property value and undertaken in accordance with RICS
Valuation - Global Standards on the basis of fair value, supported by
reference to market evidence of transaction prices for similar properties. It
assumes a willing buyer and a willing seller in an arm's length transaction
and reflects usual deductions in respect of purchaser's costs and SDLT as
applicable at the valuation date. The independent valuer makes various
assumptions including future rental income, anticipated void costs and the
appropriate discount rate or yield.

 

The fair value of Cross Hands has been determined using an income
capitalisation technique whereby contracted rent and market rental values are
capitalised with a market capitalisation rate. This technique is consistent
with the principles in IFRS 13 and uses significant unobservable inputs, such
that the fair value has been classified in all periods as Level 3 in the fair
value hierarchy as defined in IFRS 13. For Cross Hands, the key unobservable
inputs are the net initial yields and expiry void periods. Net initial yields
have been estimated for the individual units at between 5.0% and 9.5% and
expiry void periods are projected at between 6 and 12 months. The principal
sensitivity of measurement to variations in the significant unobservable
outputs is that decreases in net initial yields and void periods will increase
the fair value.

 

The historical cost of the Group's investment properties as at 30 September
2021 was £14,242,000 (2020: £13,451,000).

 

The Group's revenue for the year includes £1,552,000 derived from properties
leased out under operating leases (2020: £1,635,000).

 

12.     INVESTMENT PROPERTIES UNDER CONSTRUCTION

 

          Freehold land and buildings

 

                                                                                                                                                                                                  30 Sep 21  30 Sep 20

                                                                                                                                                                                                  £'000      £'000
 At the start of the year                                                                                                                                                                         19,761     -
 Additions                                                                                                                                                                                        16,407     -
 Revaluation surplus                                                                                                                                                                              28,718     -
 Introductory fee provision (note 17)                                                                                                                                                             5,614      -
 Transfer from trading properties                                                                                                                                                                 -          19,761
 At the end of the year                                                                                                                                                                           70,500     19,761

 

Investment properties under construction comprise the freehold land and
buildings at The Island Quarter in Nottingham which are held for current or
future development as investment properties and reported in the balance sheet
at fair value as at 30 September 2021 and cost as at 30 September 2020.

 

The fair value of this property rests in the ongoing and planned developments
which, as at 30 September 2020, was difficult to estimate pending confirmation
of designs and planning permissions, and hence, in accordance with IAS 40, was
measured at cost until either the fair value became readily determinable or
construction was complete.

 

However, the substantial progress made during the year to corroborate the
design, market comparables and projected cash flows as well as the significant
progress made on planning and the commencement of the development has enabled
The Island Quarter to be valued as at 30 September 2021 by Knight Frank LLP in
their capacity as external valuers.

 

The valuations of the Group's investment properties are inherently subjective
as they are based on the valuers' assumptions which may not prove to be
accurate and which, as a result, are subject to material uncertainty. This is
particularly true for The Island Quarter given its scale, lack of comparable
evidence and the early stage position of this substantial development where
relatively small changes to the underlying assumptions of key parameters, such
as rental levels, net initial yields, construction costs, finance costs and
void periods can have a significant impact both positively and negatively on
the resulting valuation.

 

In preparing their valuation, Knight Frank have utilised market and site
specific data, their own extensive knowledge of the real estate sector,
professional judgement and other market observations as well as information
provided by the Company's Executive Directors. The resulting models and
assumptions therein have also been reviewed for overall reasonableness by the
Conygar Board. Inevitably in a complex model like this, and as noted above,
variations in assumptions can lead to widely differing values. The Board have
considered the valuation in the context of their experience and believe the
value of approximately £2 million per acre is justifiable.

 

The valuation was prepared on a fixed fee basis, independent of the property
value and undertaken in accordance with RICS Valuation - Global Standards on
the basis of fair value, supported by reference to market evidence of
transaction prices for similar properties. It assumes a willing buyer and a
willing seller in an arm's length transaction and reflects usual deductions in
respect of purchaser's costs and SDLT as applicable at the valuation date. The
independent valuer makes various assumptions including future rental income,
anticipated void costs and the appropriate discount rate or yield.

 

The fair value of Nottingham has been determined using an income
capitalisation technique whereby contracted rent and market rental values are
capitalised with a market capitalisation rate. This technique is consistent
with the principles in IFRS 13 and uses significant unobservable inputs, such
that the fair value has been classified in all periods as Level 3 in the fair
value hierarchy as defined in IFRS 13. For Nottingham, the key unobservable
inputs are the net initial yields, construction costs, rental income rates and
expiry void periods. Net initial yields have been estimated for the individual
units at between 4.35% and 7.0%. The principal sensitivity of measurement to
variations in the significant unobservable outputs is that decreases in net
initial yields, construction costs and void periods will increase the fair
value whereas reductions to rental income rates would decrease the fair value.

 

The historical cost of the Group's investment properties under construction as
at 30 September 2021 was £36,168,000 (2020: £19,761,000).

 

13.   INVESTMENT IN SUBSIDIARY UNDERTAKINGS

 

        The companies listed below are the subsidiary undertakings of
the Group at 30 September 2021, all of which are wholly owned.

 

                                                                                                             Country of                                              % of
 Company name                                        Principal activity                                      Registration                                            equity held
 Conygar Holdings Ltd**                              Holding Company                                         England                                                 100%
 Conygar Haverfordwest Ltd**                         Property trading and development                        England                                                 100%*
 Conygar Holyhead Ltd**                              Property trading and development                        England                                                 100%*
 Conygar Nottingham Ltd**                            Property investment                                     England                                                 100%*
 Nohu Limited**                                      Property investment                                     England                                                 100%*
 Parc Cybi Management                                Management Company                                      England                                                 100%

 Company Limited**
 Conygar Developments Ltd**                          Dormant                                                 England                                                 100%*
 Conygar Wales PLC**                                 Dormant                                                 England                                                 100%*
 The Island Quarter Student Property                 Dormant                                                 England                                                 100%*

 Company Ltd**
 The Island Quarter Student Operating Company Ltd**  Dormant                                                 England                                                 100%*
 The Island Quarter Propco 1 Ltd**                   Dormant                                                 England                                                 100%*
 The Island Quarter                                  Dormant                                                 England                                                 100%*

Management Company Ltd**
 Lamont Property Holdings Ltd***                     Holding Company                                         Jersey                                                  100%*
 Conygar Ashby Ltd***                                Property investment                                     Jersey                                                  100%*
 Conygar Cross Hands Ltd***                          Property investment                                     Jersey                                                  100%*
 *     Indirectly owned.
 **   Subsidiaries with the same registered office as the
 Company.
 *** Subsidiaries incorporated in Jersey with a registered office at 3(rd)
 Floor, 44 Esplanade, St Helier, Jersey JE4 9WG.

14.   DEVELOPMENT AND TRADING PROPERTIES

 

                                                                                                                                                                                                  30 Sep 21  30 Sep 20

                                                                                                                                                                                                  £'000      £'000
 At the start of the year                                                                                                                                                                         19,952     39,999
 Additions                                                                                                                                                                                        1,510      5,325
 Disposals                                                                                                                                                                                        (595)      -
 Transfer to investment properties

under construction

                                                                                                                                                                                                  -          (19,761)
 Development costs written off                                                                                                                                                                    (675)      (5,611)
 At the end of the year                                                                                                                                                                           20,192     19,952

 

Development and trading properties are reported in the balance sheet at the
lower of cost and net realisable value. The net realisable value of properties
held for development requires an assessment of the underlying assets using
property appraisal techniques and other valuation methods. Such estimates are
inherently subjective as they are made on assumptions which may not prove to
be accurate and which can only be determined in a sales transaction.

 

15.   TRADE AND OTHER RECEIVABLES

              30 Sep 21                             30 Sep 20
                                        £'000       £'000
 Trade receivables                      127         107
 Other receivables                      1,229       613
 Prepayments and accrued income         1,305       935
                                        2,661       1,655

 

Trade and other receivables are measured on initial recognition at fair value,
and are subsequently measured at amortised cost using the effective interest
rate method, less any impairment. Impairment is calculated using an expected
credit loss model.

 

16.  TRADE AND OTHER PAYABLES

                    30 Sep 21                  30 Sep 20
                                       £'000   £'000
 Social security and payroll taxes     55      56
 Trade payables                        2,300   611
 Accruals and deferred income          1,012   548
                                       3,367   1,215

 

Trade and other payables are recognised initially at fair value, and are
subsequently measured at amortised cost using the effective interest rate
method.

 

17.   PROVISION FOR LIABILITIES AND CHARGES

                                30 Sep 21        30 Sep 20
                                £'000      £'000
 Services and introduction fee  5,614                      -

 

The Group is party to a services agreement and introduction fee agreement in
connection with its investment property at Nottingham. The fee payable, under
the terms of each agreement, in connection with introductory and other
services, is to be calculated on the earlier of the date of sale of the
property or 22 December 2021 with settlement to follow, subject to agreement
between each party, 31 business days after the fee calculation has been
finalised. The provision as at 30 September 2021 has been calculated by
reference to the open market value of the property at the balance sheet date
after allowing for a priority return and applicable costs.

 

18.   SHARE CAPITAL

 

 Authorised share capital:                                   30 Sep 21  30 Sep 20
                                                             £          £
 140,000,000 (2020: 140,000,000) Ordinary shares of 5p each  7,000,000            7,000,000

 

     Allotted and called up:
                                                                              No                           £'000
                   As at 30 September 2019                     56,522,435                       2,826
                   Cancellation of treasury shares             (2,930,845)                      (146)
                   As at 30 September 2020                     53,591,590                       2,680
                   Cancellation of treasury shares             (1,092,000)                      (55)
                   As at 30 September 2021                     52,499,590                       2,625

 

In December 2010, the Group began a share buyback programme and during the
year ended 30 September 2021 purchased 1,092,000 (2020: 2,930,845) shares on
the open market at a cost of £1,217,000 (2020: £3,965,000). On 16 September
2021, 1,092,000 ordinary shares of 5p each were transferred out of treasury
and cancelled (2020: 2,930,845 ordinary shares of 5p each).

 

19.   CAPITAL COMMITMENTS

 

As at 30 September 2021, the Group had contracted capital commitments, not
provided for in the financial statements, of £12,800,000 (2020: £326,000)
relating to the construction, development or enhancement of the Group's
investment and trading properties.

 

20.   FINANCIAL INSTRUMENTS

 

        The following tables set out the Group's financial assets and
liabilities, all of which are due within one year. The tables have been drawn
up based on the undiscounted cash flows of financial liabilities, based on the
earliest date on which the Group can be required to pay.

 

        Financial assets:

                    30 Sep 21                  30 Sep 20
                                       £'000   £'000
 Cash and cash equivalents             13,657  32,126
 Trade receivables                     127     107
 Other receivables (excluding VAT)     253     232
                                       14,037  32,465

 

        Financial liabilities:

                        30 Sep 21                            30 Sep 20
                                               £'000         £'000
 Trade payables and other accrued expenses         3,175     993

 

23.   EVENTS AFTER THE BALANCE SHEET DATE

 

There are no significant events since the balance sheet date that require
disclosure in the financial statements.

 

 

The report and accounts for the year ended 30 September 2021 will be posted to
shareholders shortly and copies may be obtained free of charge for at least
one month following their posting by writing to the Company Secretary, The
Conygar Investment Company PLC, 1 Duchess Street, London W1W 6AN. They are
also available on the website www.conygar.com (http://www.conygar.com) .

 

 The Company's Annual General Meeting (the "AGM") will be held at 4:00pm on
Monday, 20 December 2021 at the offices of Gowling WLG (UK) LLP, 4 More London
Riverside, London, SE1 2AU.

 

The Directors of Conygar accept responsibility for the information contained
in this announcement. To the best of the knowledge and belief of the Directors
of Conygar (who have taken all reasonable care to ensure that such is the
case) the information contained in this announcement is in accordance with the
facts and does not omit anything likely to affect the import of such
information.

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as amended by The Market Abuse (Amendment) (EU Exit)
Regulations 2019. Upon the publication of this announcement via the Regulatory
Information Service, this inside information is now considered to be in the
public domain.

 

This announcement is being made on behalf of the Company by David Baldwin,
Finance Director.

 

 

 

 

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.   END  FR BTBTTMTMTTJB

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