REG - Crest Nicholson Hdgs - Final Results <Origin Href="QuoteRef">CRST.L</Origin> - Part 4
26/01/2016 07:10
- Part 4: For the preceding part double click ID:nRSZ9392Mc
11.6 12.2
Other
Within one year 1.4 1.3
Between two and five years 1.9 1.3
3.3 2.6
24 MOVEMENT IN NET DEBT
2015 Movement 2014
£m £m £m
Cash and cash equivalents 187.4 45.4 142.0
Bank loans (218.0) (56.7) (161.3)
Net debt (30.6) (11.3) (19.3)
25 RELATED-PARTY TRANSACTIONS
The Company's Non-Executive Directors have associations other than the Company. From time to time the Group may buy
products or services from organisations with which a Non-Executive Director has an association. Where this occurs, it is on
normal commercial terms and without the direct involvement of the Non-Executive Director.
The Group has historical joint venture arrangements with subsidiaries of Quintain Estates and Developments plc on normal
trading terms. William Rucker (Chairman of the Company) was also Chairman of Quintain Estates and Developments plc until
25th September 2015.
The Group has entered into the following related-party transactions:
(i) Transactions with joint ventures, which are disclosed in Note 11. The Group has provided book-keeping services to
certain joint ventures which have been recharged at cost £24k (2014: £24k).
(ii) The Board and certain key management are related parties. Detailed disclosure for Board members is given within the
Directors' remuneration report.
(iii) Stephen Stone, Chief Executive, is a Non-Executive Director of the HBF. The Group paid subscription and other fees
during the year to the HBF of £90k (2014: £105k).
(iv) Pam Alexander, Independent Non-Executive Director, is a Non-Executive Director of the Academy of Urbanisation. The
Group paid subscription and other fees during the year to the Academy of Urbanisation of £17k (2014: £17k).
26 GROUP UNDERTAKINGS
In accordance with s409 Companies Act 2006, the following is a list of all the Group's undertakings at 31st October 2015.
Subsidiary undertakings
At 31st October 2015 the Group had an interest in the below subsidiary undertakings, which are included in the consolidated
financial statements.
Entity name Registered office Place of incorporation Yearend date Shareholding (direct or indirect)
Bartley Wood Management Services No.2 Limited 1 5 31st March 100%
Bath Riverside Estate Management Company Limited 2 5 31st October 100%
Bath Riverside Liberty Management Company Limited 2 5 31st October 100%
Block F1 Whitelands Park Limited 1 5 31st October 100%
Block F2 Whitelands Park Limited 1 5 31st October 100%
Block F3 Whitelands Park Limited 1 5 31st October 100%
Block L1-L3 Whitelands Park Limited 1 5 31st October 100%
Brenville Limited 1 5 31st October 100%
Bristol Parkway North Limited 1 5 31st October 100%
C N Nominees Limited 1 5 31st October 100%
Camberley (Commercial) Limited 1 6 31st October 100%
Camberley Res No.1 Limited 1 5 31st October 100%
Camberley Res No.2 Limited 1 5 31st October 100%
Camberley Res No.3 Limited 1 5 31st October 100%
Camberley Res No.4 Limited 1 5 31st October 100%
Camberley Res No.5 Limited 1 5 31st October 100%
Cardiff Freeport Limited 1 5 31st October 100%
Castle Bidco Limited* 1 5 31st October 100%
Clevedon Developments Limited 1 5 31st October 100%
Clevedon Investment Limited 1 5 31st October 100%
CN Properties Limited 1 5 31st October 100%
Crest (Claybury) Limited 1 5 31st October 100%
Crest (Napsbury) Limited 1 5 31st October 100%
Crest Construction Limited 1 5 31st October 100%
Crest Construction Management Limited 1 5 31st October 100%
Crest Developments Limited 1 5 31st October 100%
Crest Estates Limited 1 5 31st October 100%
Crest Homes (Chiltern) Limited 1 5 31st October 100%
Crest Homes (Eastern) Limited 1 5 31st October 100%
Crest Homes (Midlands) Limited 1 5 31st October 100%
Crest Homes (Nominees) Limited 1 5 31st October 100%
Crest Homes (Northern) Limited 1 5 31st October 100%
Crest Homes (South East) Limited 1 5 31st October 100%
Crest Homes (South West) Limited 1 5 31st October 100%
Crest Homes (South) Limited 1 5 31st October 100%
Crest Homes (Wessex) Limited 1 5 31st October 100%
Crest Homes (Westerham) Limited 1 5 31st October 100%
Crest Homes Limited 1 5 31st October 100%
Crest Homes Management Limited 1 5 31st October 100%
Crest Manhattan Limited 1 5 31st October 100%
Crest Nicholson (Bath Western) Limited 1 5 31st October 100%
Crest Nicholson (Bath) Holdings Limited 1 5 31st October 100%
Crest Nicholson (Chiltern) Limited 1 5 31st October 100%
Crest Nicholson (Eastern) Limited 1 5 31st October 100%
Crest Nicholson (Epsom) Limited 1 5 31st October 100%
Crest Nicholson (Londinium) Limited 1 5 31st October 100%
Crest Nicholson (London) Limited 1 5 31st October 100%
Crest Nicholson (Midlands) Limited 1 5 31st October 100%
Crest Nicholson (Rainsford Road) Limited 1 5 31st October 100%
Crest Nicholson (South East) Limited 1 5 31st October 100%
Crest Nicholson (South West) Limited 1 5 31st October 100%
Crest Nicholson (South) Limited 1 5 31st October 100%
Crest Nicholson (Wainscott) 1 5 31st October 100%
Entity name Registered office Place of incorporation Yearend date Shareholding (direct or indirect)
Crest Nicholson (Wessex) Limited 1 5 31st October 100%
Crest Nicholson Developments (Chertsey) Limited 1 5 31st October 100%
Crest Nicholson Greenwich Limited 1 5 31st October 100%
Crest Nicholson Operations Limited 1 5 31st October 100%
Crest Nicholson Overseas Limited 1 5 31st October 100%
Crest Nicholson plc 1 5 31st October 100%
Crest Nicholson Projects Limited 1 5 31st October 100%
Crest Nicholson Properties Limited 1 5 31st October 100%
Crest Nicholson Properties Scarborough No 2 Limited 1 6 31st October 100%
Crest Nicholson Quest Trustee Limited 1 5 31st October 100%
Crest Nicholson Regeneration Limited 1 5 31st October 100%
Crest Nicholson Residential (London) Limited 1 5 31st October 100%
Crest Nicholson Residential (Midlands) Limited 1 5 31st October 100%
Crest Nicholson Residential (South East) Limited 1 5 31st October 100%
Crest Nicholson Residential (South) Limited 1 5 31st October 100%
Crest Nicholson Residential Limited 1 5 31st October 100%
Crest Nominees Limited 1 5 31st October 100%
Crest Partnership Homes Limited 1 5 31st October 100%
Crest Strategic Projects Limited 1 5 31st October 100%
Dialled Despatches Limited 1 5 31st October 100%
Eastern Perspective Management Company Limited 1 5 31st October 100%
Grassphalte-Gaze Limited 1 5 31st October 100%
Landscape Estates Limited 1 5 31st October 100%
Mertonplace Limited 1 5 31st October 100%
Nicholson Estates (Century House) Limited 1 5 31st October 100%
Nicholson Estates GN Tower No 2 Limited 1 6 31st October 100%
Nicholson Homes Limited 1 5 31st October 100%
Park Central Management (Central Plaza) Limited 1 5 31st October 100%
Ellis Mews (Park Central) Management Limited 1 5 31st October 100%
Park Central Management (Zone 11) Limited 1 5 31st October 100%
Park Central Management (Zone 12) Limited 1 5 31st October 100%
Park Central Management (Zone 1A North) Limited 1 5 31st October 100%
Park Central Management (Zone 1A South) Limited 1 5 31st October 100%
Park Central Management (Zone 1B) Limited 1 5 31st October 100%
Park Central Management (Zone 3/1) Limited 1 5 31st October 100%
Park Central Management (Zone 3/2) Limited 1 5 31st October 100%
Park Central Management (Zone 3/3) Limited 1 5 31st October 100%
Park Central Management (Zone 3/4) Limited 1 5 31st October 100%
Park Central Management (Zone 4/41 & 42) Limited 1 5 31st October 100%
Park Central Management (Zone 4/43/44) Limited 1 5 31st October 100%
Park Central Management (Zone 5/53) Limited 1 5 31st October 100%
Park Central Management (Zone 5/54) Limited 1 5 31st October 100%
Park Central Management (Zone 5/55) Limited 1 5 31st October 100%
Park Central Management (Zone 6/61-64) Limited 1 5 31st October 100%
Park Central Management (Zone 7/9) Limited 1 5 31st October 100%
Park Central Management (Zone 8) Limited 1 5 31st October 100%
Park Central Management (Zone 9/91) Limited 1 5 31st January 100%
Riverside Dacorum No 2 Limited 1 6 31st October 100%
The Gloucester Docks Trading Company Limited 1 5 31st October 100%
Timberform Building Systems Limited 1 5 31st October 100%
Toptool Products Limited 1 5 31st October 100%
Yawbrook Limited 1 5 31st October 100%
Building 7 Harbourside Management Company Limited 1 5 31st October 58.33%
Entity name Registered office Place of incorporation Yearend date Shareholding (direct or indirect)
Buildings 3A, 3B & 4 Harbourside Management Company Limited 1 5 31st December 83.33%
Harbourside Leisure Management Company Limited 1 5 31st December 71.43%
Park West Management Services Limited 1 5 31st October 62.00%
*Castle Bidco Limited is the only direct holding of Crest Nicholson Holdings plc.
Joint venture undertakings
At 31 October 2015 the Group had an interest in the following principal joint venture undertakings which are equity
accounted within the consolidated financial statements. The principal activity of all undertakings is that of residential
development.
Entity name Registered office Place of incorporation Yearend date Shareholding (direct or indirect)
Material joint ventures
Crest Nicholson Bioregional Quintain LLP 1 5 31st October 50%
Kitewood (Cossall) limited 1 5 31st October 50%
Bonner Road LLP 1 5 31st March 50%
Crest/Galliford Try (Epsom) LLP 1 5 31st October 50%
Other joint ventures not material to the Group
The Century House Property Company Limited 1 5 31st October 50%
Crest Nicholson Bioregional Quintain (Gallions) LLP 1 5 31st October 50%
Brentford Lock Limited 3 5 31st December 50%
Haydon Development Company Limited 4 5 30th April 21.36%
North Swindon Development Company Limited 1 5 31st October 32.64%
Registered office:
Place of incorporation:
1 Crest House, Pyrcroft Road, Chertsey, Surrey KT16 9GN, UK. 5 Great Britain
2 Unit 2 & 3 Beech Court, Wokingham Road, Hurst, Reading RG10 0RU, UK. 6 Jersey
3 Persimmon House, Fulford, York YO19 4FE.
4 Drakes Meadow, Penny Lane, Swindon, Wiltshire SN3 3LL.
Joint operations
The Group is party to a joint arrangement with Linden Homes Ltd, the purpose of which is to acquire, and develop, a site in
Hemel Hempstead, Herfordshire. The two parties are jointly responsible for the control and management of the sites'
development, with each party funding 50% of the cost of the land acquisition and development of the site, in return for 50%
of the returns. As such this arrangement was designated as a joint operation.
The Group is party to a joint arrangement with CGNU Life Assurance Limited the purpose of which is to acquire, and develop,
a site in Chertsey, Surrey. The two parties are jointly responsible for the control and management of the sites'
development, with each party funding 50% of the cost of the land acquisition and development of the site, in return for 50%
of the returns. As such this arrangement has been designated as a joint operation.
The Group is party to a joint arrangement with Passion Property Group Limited the purpose of which was to develop a site in
London. The development was completed in 2014 and there are no material balances in the Group financial statements relating
to this joint arrangement as at 31st October 2015. The two parties were jointly responsible for the control and management
of the sites' development, with each party having prescribed funding obligations and returns. As such this arrangement has
been designated as a joint operation.
In line with the Group's accounting policies, the Group has recognised its share of the jointly controlled assets and
liabilities, and income and expenditure, in relation to these joint arrangements on a line-by-line basis in the
consolidated statement of financial position and consolidated income statement.
CREST NICHOLSON HOLDINGS PLC
COMPANY STATEMENT OF FINANCIAL POSITION
As at 31st October 2015
Note 2015 2014
£m £m
Fixed assets
Investments 4 - -
Current assets
Debtors 5 393.6 416.0
Net current assets 393.6 416.0
Total assets less current liabilities 393.6 416.0
Net assets 393.6 416.0
Capital and reserves
Called up share capital 6 12.6 12.6
Share premium account 7 71.6 71.6
Profit and loss account 7 309.4 331.8
Total shareholders' funds 7 393.6 416.0
The notes on pages 44 to 46 form part of these financial statements.
There are no recognised gains and losses for the year other than the profit for the year (2014: nil)
NOTES TO THE COMPANY FINANCIAL STATEMENTS
For the year ended 31st October 2015
1 ACCOUNTING POLICIES
The following accounting policies have been applied consistently in dealing with items that are considered material in
relation to the financial statements, on a going concern basis and in accordance with the Companies Act 2006.
Basis of preparation
The Company financial statements have been prepared under the historical cost accounting rules and in accordance with
applicable UK Accounting Standards.
The accounting policies have been applied consistently in dealing with items that are considered material.
Under section 408 of the Companies Act 2006 the Company is exempt from the requirement to present its own profit and loss
account. The company recorded a profit for the year of £19.3m (2014: £44.1m).
Under FRS 1, the Company is exempt from the requirement to prepare a cash flow statement on the grounds that its
consolidated financial statements, which include the Company, are publicly available.
The principal accounting policies adopted are set out below.
Adoption of Financial Reporting Standard (FRS) 101 'Reduced disclosure framework'
Following the publication of FRS100 Application of Financial Reporting Requirements by the Financial Reporting Council, the
Company is required to change its accounting framework for its parent Company financial statements, which is currently UK
GAAP, for its financial year commencing 1st November 2015. The Company intends to adopt Financial Reporting Standard 101
'Reduced disclosure framework' for its parent Company financial statements unless it receives objections in writing from
shareholders holding in aggregate 5% or more of the total allotted shares in the Company before the Company's AGM on 17th
March 2016.
Investments
Investments in Group undertakings are included in the statement of financial position at cost less any provision for
impairment.
Taxation
The charge for taxation is based on the result for the year and takes into account taxation deferred because of timing
differences between the treatment of certain items for taxation and accounting purposes.
Deferred tax is recognised, without discounting, in respect of all timing differences between the treatment of certain
items for taxation and accounting purposes which have arisen but not reversed by the statement of financial position date,
except as otherwise required by FRS 19.
Dividends
Dividends are recorded in the Company's financial statements in the period in which they are approved by the shareholders
or paid, whichever is earliest.
Audit fee
Auditors' remuneration for audit of these financial statements of £9,500 (2014: £9,500) was met by Crest Nicholson plc. No
disclosure of other non-audit services has been made as this is included within Note 3 of the consolidated financial
statements.
2 STAFF NUMBERS AND COSTS
The Company has no employees during either year. Details of Directors' emoluments, which were paid by another Group company
are set out in the remuneration report.
3 DIVIDENDS
Details of the dividends recognised as distributions to equity shareholders in the year and those proposed after the
statement of financial position date are as shown in Note 7 of the consolidated financial statements.
4 INVESTMENTS
Fixed asset investments relates to the investment in Castle Bidco Limited of £1. The subsidiary undertakings are shown in
Note 26 of the consolidated financial statements.
5 DEBTORS
2015 2014
Amounts falling due within one year: £m £m
Amounts due from Group undertakings 393.6 416.0
Amounts due from Group undertakings are unsecured, repayable on demand and carry an interest rate of 5.0% (2014: 12.0%).
6 CALLED UP SHARE CAPITAL
Shares issued Number Nominal value Pence Called up share capital £ Share premium account £
Ordinary shares as at 31stOctober 2013 251,427,287 5 12,571,364 71,635,216
New share capital 4,026 5 201 9,743
Ordinary shares as at 31st October 2014 251,431,313 5 12,571,565 71,644,959
New share capital 229,887 5 11,495 15,944
Ordinary shares as at 31st October 2015 251,661,200 5 12,583,060 71,660,903
During the year the Company issued the following new ordinary shares of 5 pence each to satisfy share options under the
Company's share incentive schemes.
Shares issued Number Exercise price pence Called up share capital £ Share premium account £
2013 LTIP 47,360 - 2,368 -
2014 LTIP 8,419 - 421 -
2013 SAYE 6,373 247 319 15,423
2014 SAYE 199 267 10 521
2013 Deferred bonus plan 160,624 - 8,031 -
2014 Deferred bonus plan 6,912 - 346 -
229,887 11,495 15,944
During the previous year the Company issued 4,026 new ordinary shares of 5 pence each to satisfy share options under the
SAYE, scheme which became exercisable at a price of 247 pence per share.
7 RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
Share capital Share premium account Profit and loss account Total shareholders funds
£m £m £m £m
At 31st October 2013 12.6 71.6 314.3 398.5
Dividends paid - - (26.6) (26.6)
Profit for the year - - 44.1 44.1
At 31st October 2014 12.6 71.6 331.8 416.0
Dividends paid - - (41.7) (41.7)
Profit for the year - - 19.3 19.3
At 31st October 2015 12.6 71.6 309.4 393.6
8 CONTINGENT LIABILITIES
There are performance bonds and other arrangements, including those in respect of joint venture partners, undertaken in the
ordinary course of business from which it is anticipated that no material liabilities will arise.
In addition, the Company is required from time to time to act as surety for the performance by subsidiary undertakings of
contracts entered into in the normal course of their business.
9 RELATED PARTIES
The Company is exempt from disclosing transactions with wholly owned subsidiaries in the Group. Other related-party
transactions are included within those given in Note 25 of the Group financial statements.
This information is provided by RNS
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