REG - Crest Nicholson Hdgs - Final Results <Origin Href="QuoteRef">CRST.L</Origin> - Part 4
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buildings
Within one year 2.4 2.5
Less: minimum sub-lease income (0.5) (0.7)
Between two and five years 7.4 8.1
Less: minimum sub-lease income (0.9) (1.1)
After five years 2.4 2.8
10.8 11.6
Other
Within one year 1.5 1.4
Between two and five years 2.5 1.9
4.0 3.3
24 MOVEMENT IN NET CASH/(DEBT)
2016 Movement 2015
£m £m £m
Cash and cash equivalents 282.3 94.9 187.4
Bank loans (205.3) 12.7 (218.0)
Net cash/(debt) 77.0 107.6 (30.6)
25 RELATED PARTY TRANSACTIONS
Transactions between fellow subsidiaries, which are related parties, are eliminated on consolidation, as well as
transactions between the Company and its subsidiaries during the current and prior year.
Transactions between the Group and key management personnel mainly comprise remuneration which is given in Note 4. Detailed
disclosure for Board members is given within the Directors' remuneration report. During the year the Group sold a house on
normal commercial terms to a member of the Executive Management Team for £672,500.
The Company's Directors and 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 Director or Non-Executive Director has an association. Where
this occurs, it is on normal commercial terms and without the direct involvement of the Director or Non-Executive Director.
Pam Alexander, Independent Non-Executive Director, is a Non-Executive Director of the Academy of Urbanism. The Group paid
subscription and other fees during the year to the Academy of Urbanism of £200 (2015: £17,000). 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
£100,000 (2015: £90,000). On the 5th October 2016 Stephen Stone became a Non-Executive Director of the NHBC. During the
year the Group paid fees of £2.6m to the NHBC, mainly relating to warranty insurance costs on new homes built.
The Group had the following transactions with its joint ventures: (i) the Group provided book-keeping services to a joint
venture which was recharged at cost of £24,000 (2015: £24,000), (ii) the Group received £1.6m (2015: £0.4m) interest on
joint venture funding, (iii) the Group received £0.2m (2015: £0.1m) in project management fees, and, (iv) the amount of
outstanding loans due to the Group from joint ventures was £54.8m (2015: £33.9m).
26 GROUP UNDERTAKINGS
In accordance with s409 Companies Act 2006, the following is a list of all the Group's undertakings at 31st October 2016.
Subsidiary undertakings
During the year the Group acquired a 100% interest in the ordinary share capital of Crest Nicholson (Highlands Farm)
Limited, Crest Nicholson (Henley-on-Thames) Limited and Crest Nicholson (Stotfold) Limited. Two of the companies (the other
being a holding company) contained a land asset which the Group aims to develop in due course. The Group has treated the
acquisitions as an asset acquisition rather than a business combination under IFRS 3, on the basis that the acquired
entities do not constitute an integrated set of activities and assets that is capable of being conducted and managed for
the purpose of providing a return on their own.
At 31st October 2016 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 Active / Dormant Year end date Shareholding (direct or indirect)
Bartley Wood Management Services No.2 Limited 1 5 7 31st March 100%
Bath Riverside Estate Management Company Limited 2 5 8 31st October 100%
Bath Riverside Liberty Management Company Limited 2 5 8 31st October 100%
Block F1 Whitelands Park Limited 1 5 8 31st October 100%
Block F2 Whitelands Park Limited 1 5 8 31st October 100%
Block F3 Whitelands Park Limited 1 5 8 31st October 100%
Block L1-L3 Whitelands Park Limited 1 5 8 31st October 100%
Brenville Limited 1 5 8 31st October 100%
Bristol Parkway North Limited 1 5 8 31st October 100%
C N Nominees Limited 1 5 8 31st October 100%
Camberley (Commercial) Limited 1 6 8 31st October 100%
Camberley Res No.1 Limited 1 5 8 31st October 100%
Camberley Res No.2 Limited 1 5 8 31st October 100%
Camberley Res No.3 Limited 1 5 8 31st October 100%
Camberley Res No.4 Limited 1 5 8 31st October 100%
Camberley Res No.5 Limited 1 5 8 31st October 100%
Entity name Registered office Place of incorporation Active / Dormant Year end date Shareholding (direct or indirect)
Cardiff Freeport Limited 1 5 8 31st October 100%
Castle Bidco Limited* 1 5 7 31st October 100%
Clevedon Developments Limited 1 5 8 31st October 100%
Clevedon Investment Limited 1 5 7 31st October 100%
CN Properties Limited 1 5 8 31st October 100%
Crest (Claybury) Limited 1 5 8 31st October 100%
Crest (Napsbury) Limited 1 5 8 31st October 100%
Crest Construction Limited 1 5 8 31st October 100%
Crest Construction Management Limited 1 5 8 31st October 100%
Crest Developments Limited 1 5 8 31st October 100%
Crest Estates Limited 1 5 8 31st October 100%
Crest Homes (Chiltern) Limited 1 5 8 31st October 100%
Crest Homes (Eastern) Limited 1 5 8 31st October 100%
Crest Homes (Midlands) Limited 1 5 8 31st October 100%
Crest Homes (Nominees) Limited 1 5 7 31st October 100%
Crest Homes (Northern) Limited 1 5 8 31st October 100%
Crest Homes (South East) Limited 1 5 8 31st October 100%
Crest Homes (South West) Limited 1 5 8 31st October 100%
Crest Homes (South) Limited 1 5 8 31st October 100%
Crest Homes (Wessex) Limited 1 5 8 31st October 100%
Crest Homes (Westerham) Limited 1 5 8 31st October 100%
Crest Homes Limited 1 5 8 31st October 100%
Crest Homes Management Limited 1 5 8 31st October 100%
Crest Manhattan Limited 1 5 8 31st October 100%
Crest Nicholson (Bath Western) Limited 1 5 8 31st October 100%
Crest Nicholson (Bath) Holdings Limited 1 5 8 31st October 100%
Crest Nicholson (Chiltern) Limited 1 5 8 31st October 100%
Crest Nicholson (Eastern) Limited 1 5 8 31st October 100%
Crest Nicholson (Epsom) Limited 1 5 8 31st October 100%
Crest Nicholson (Henley-on-Thames) Limited 1 5 7 31st October 100%
Crest Nicholson (Highlands Farm) Limited 1 5 8 31st October 100%
Crest Nicholson (Londinium) Limited 1 5 8 31st October 100%
Crest Nicholson (London) Limited 1 5 8 31st October 100%
Crest Nicholson (Midlands) Limited 1 5 8 31st October 100%
Crest Nicholson (Rainsford Road) Limited 1 5 8 31st October 100%
Crest Nicholson (South East) Limited 1 5 8 31st October 100%
Crest Nicholson (South West) Limited 1 5 8 31st October 100%
Crest Nicholson (South) Limited 1 5 8 31st October 100%
Crest Nicholson (Stotfold) Limited 1 5 7 31st October 100%
Crest Nicholson (Wainscott) 1 5 8 31st October 100%
Crest Nicholson (Wessex) Limited 1 5 8 31st October 100%
Crest Nicholson Developments (Chertsey) Limited 1 5 7 31st October 100%
Crest Nicholson Greenwich Limited 1 5 8 31st October 100%
Crest Nicholson Operations Limited 1 5 7 31st October 100%
Crest Nicholson Overseas Limited 1 5 8 31st October 100%
Crest Nicholson plc 1 5 7 31st October 100%
Crest Nicholson Projects Limited 1 5 8 31st October 100%
Crest Nicholson Properties Limited 1 5 8 31st October 100%
Crest Nicholson Properties Scarborough No 2 Limited 1 6 8 31st October 100%
Crest Nicholson Quest Trustee Limited 1 5 8 31st October 100%
Crest Nicholson Regeneration Limited 1 5 8 31st October 100%
*Castle Bidco Limited is the only direct holding of Crest Nicholson Holdings plc.
Entity name Registered office Place of incorporation Active / Dormant Year end date Shareholding (direct or indirect)
Crest Nicholson Residential (London) Limited 1 5 8 31st October 100%
Crest Nicholson Residential (Midlands) Limited 1 5 8 31st October 100%
Crest Nicholson Residential (South East) Limited 1 5 8 31st October 100%
Crest Nicholson Residential (South) Limited 1 5 8 31st October 100%
Crest Nicholson Residential Limited 1 5 8 31st October 100%
Crest Nominees Limited 1 5 8 31st October 100%
Crest Partnership Homes Limited 1 5 8 31st October 100%
Crest Strategic Projects Limited 1 5 8 31st October 100%
Dialled Despatches Limited 1 5 8 31st October 100%
Eastern Perspective Management Company Limited 1 5 8 31st October 100%
Grassphalte-Gaze Limited 1 5 8 31st October 100%
Landscape Estates Limited 1 5 8 31st October 100%
Mertonplace Limited 1 5 8 31st October 100%
Nicholson Estates (Century House) Limited 1 5 8 31st October 100%
Nicholson Estates GN Tower No 2 Limited 1 6 8 31st October 100%
Nicholson Homes Limited 1 5 8 31st October 100%
Park Central Management (Central Plaza) Limited 1 5 7 31st October 100%
Ellis Mews (Park Central) Management Limited 1 5 7 31st October 100%
Park Central Management (Zone 11) Limited 1 5 8 31st October 100%
Park Central Management (Zone 12) Limited 1 5 8 31st October 100%
Park Central Management (Zone 1A North) Limited 1 5 8 31st October 100%
Park Central Management (Zone 1A South) Limited 1 5 8 31st October 100%
Park Central Management (Zone 1B) Limited 1 5 8 31st October 100%
Park Central Management (Zone 3/1) Limited 1 5 8 31st October 100%
Park Central Management (Zone 3/2) Limited 1 5 8 31st October 100%
Park Central Management (Zone 3/3) Limited 1 5 8 31st October 100%
Park Central Management (Zone 3/4) Limited 1 5 8 31st October 100%
Park Central Management (Zone 4/41 & 42) Limited 1 5 8 31st October 100%
Park Central Management (Zone 4/43/44) Limited 1 5 8 31st October 100%
Park Central Management (Zone 5/53) Limited 1 5 8 31st October 100%
Park Central Management (Zone 5/54) Limited 1 5 8 31st October 100%
Park Central Management (Zone 5/55) Limited 1 5 8 31st October 100%
Park Central Management (Zone 6/61-64) Limited 1 5 8 31st October 100%
Park Central Management (Zone 7/9) Limited 1 5 8 31st October 100%
Park Central Management (Zone 8) Limited 1 5 7 31st October 100%
Park Central Management (Zone 9/91) Limited 1 5 8 31st January 100%
Riverside Dacorum No 2 Limited 1 6 8 31st October 100%
The Gloucester Docks Trading Company Limited 1 5 8 31st October 100%
Timberform Building Systems Limited 1 5 8 31st October 100%
Toptool Products Limited 1 5 8 31st October 100%
Yawbrook Limited 1 5 8 31st October 100%
Building 7 Harbourside Management Company Limited 1 5 7 31st October 58.33%
Buildings 3A, 3B & 4 Harbourside Management Company Limited 1 5 8 31st December 83.33%
Harbourside Leisure Management Company Limited 1 5 7 31st December 71.43%
Park West Management Services Limited 1 5 7 31st October 62.00%
Joint venture undertakings
At 31st October 2016 the Group had an interest in the following 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 Active / Dormant Year end date Shareholding (direct or indirect)
Material joint ventures
Kitewood (Cossall) Limited 1 5 7 31st October 50%
Bonner Road LLP 1 5 7 31st March 50%
Crest A2D (Walton Court) LLP 1 5 7 31st March 50%
Other joint ventures not material to the Group
Crest Nicholson Bioregional Quintain LLP 1 5 7 31st October 50%
Crest/Galliford Try (Epsom) LLP 1 5 7 31st October 50%
The Century House Property Company Limited 1 5 8 31st October 50%
Crest Nicholson Bioregional Quintain (Gallions) LLP 1 5 8 31st October 50%
Brentford Lock Limited 3 5 7 31st December 50%
Haydon Development Company Limited 4 5 7 30th April 21.36%
North Swindon Development Company Limited 1 5 7 31st October 32.64%
Registered office
Place of incorporation Active / Dormant
1 Crest House, Pyrcroft Road, Chertsey, Surrey KT16 9GN, UK. 5 Great Britain
7 Active
2 Unit 2 & 3 Beech Court, Wokingham Road, Hurst, Reading RG10 0RU, UK. 6 Jersey
8 Dormant
3 Persimmon House, Fulford, York YO19 4FE, UK.
4 Drakes Meadow, Penny Lane, Swindon, Wiltshire SN3 3LL, UK.
Joint operations
The Group is party to a joint arrangement with Linden Homes Limited, 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 2016. 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 2016
2016 2015
Note £m £m
ASSETS
Non-current assets
Investments 4 - -
Current assets
Trade and other receivables 5 356.4 393.6
TOTAL ASSETS 356.4 393.6
NET ASSETS 356.4 393.6
SHAREHOLDERS' EQUITY
Share capital 6 12.7 12.6
Share premium account 6 73.0 71.6
Retained earnings 270.7 309.4
TOTAL SHAREHOLDERS' EQUITY 356.4 393.6
The notes on pages 46 to 48 form part of these financial statements.
CREST NICHOLSON HOLDINGS PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 31st October 2016
Share capital Share premium account Retained earnings Total equity
Note £m £m £m £m
Balance at 1st November 2014 12.6 71.6 331.8 416.0
Profit for the financial year and total comprehensive income - - 19.3 19.3
Transactions with shareholders
Dividends paid 3 - - (41.7) (41.7)
Balance at 31st October 2015 12.6 71.6 309.4 393.6
Profit for the financial year and total comprehensive income - - 18.0 18.0
Transactions with shareholders
Dividends paid 3 - - (56.6) (56.6)
Share capital issued 0.1 1.4 (0.1) 1.4
Balance at 31st October 2016 12.7 73.0 270.7 356.4
CREST NICHOLSON HOLDINGS PLC
NOTES TO THE COMPANY FINANCIAL STATEMENTS
For the year ended 31st October 2016
1 ACCOUNTING POLICIES
Crest Nicholson Holdings plc (the 'Company') is a company incorporated in the UK. The address of the registered office is
Crest House, Pyrcroft Road, Chertsey, Surrey KT16 9GN. The Company financial statements have been prepared and approved by
the Directors in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' ('FRS 101'), in accordance
with the Companies Act 2006, and have been prepared on the historical cost basis. In the previous period the accounts were
prepared under the historical cost accounting rules and in accordance with applicable UK accounting standards. The Company
has adopted FRS 101 in the year, with the effective transition date being 1st November 2014. The adoption of FRS 101 had no
impact on the financial statements and no restatement was required.
The preparation of financial statements in conformity with FRS 101 requires management to make assumptions and judgements
that affect the application of policies and reported amounts within the financial statements. Assumptions and judgements
are based on experience and other factors that management consider reasonable under the circumstances. Actual results may
differ from these estimates.
The financial statements are presented in pounds sterling and amounts stated are denominated in millions (£m). The
accounting policies have been applied consistently in dealing with items which are considered material.
These financial statements present information about the Company as an individual undertaking and not about its group.
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 financial year of £18.0m (2015: £19.3m).
As outlined in FRS 101 paragraph 8(a) the Company is exempt from the requirements of paragraphs 45(b) and 46 to 52 of IFRS
2 'Share-based Payments'. This exemption has been taken in the preparation of these financial statements.
As outlined in FRS 101 paragraph 8(d-e) the Company is exempt from the requirements of IFRS 7 'Financial Instruments:
Disclosures', and from the requirements of paragraphs 91 to 99 of IFRS 13 'Fair Value Measurement'. These exemptions have
been taken in the preparation of these financial statements.
As outlined in FRS 101 paragraph 8(h) the Company is exempt from the requirement to prepare a cash flow statement on the
grounds that a parent undertaking includes the Company in its own published consolidated financial statements. This
exemption has been taken in the preparation of these financial statements.
As outlined in FRS 101 paragraph 8(i) the Company is exempt from the requirement to provide information about the impact of
IFRS that have been issued but are not yet effective. This exemption has been taken in the preparation of these financial
statements.
Under FRS 101 paragraph 8(j) the Company is exempt from the requirement to disclose related-party transactions with its
subsidiary undertakings on the grounds that they are wholly owned subsidiary undertakings of Crest Nicholson Holdings plc.
This exemption has been taken in the preparation of these financial statements.
The Company is the holding company of the principal trading entity of the Group headed by Crest Nicholson Holdings plc (the
'Group'). The Group financial statements, which include all the above exemptions can be obtained from Crest House,
Pyrcroft Road, Chertsey, Surrey KT16 9GN. The Company and certain of its subsidiaries are cross-guarantors to the debt
facilities of the Group. Accordingly, the Directors have considered the Group's position for the purposes of assessing the
use of the going concern basis.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all years presented in
these financial statements.
There were no new standards, amendments or interpretations that were adopted by the Company and effective for the first
time for the financial year beginning 1st November 2015 that had a material impact on the Company.
The principal accounting policies adopted are set out below.
Investments
Investments in Group undertakings are included in the statement of financial position at cost less any provision for
impairment.
Taxation
Income tax comprises current tax and deferred tax. Income tax is recognised in the income statement except to the extent
that it relates to items recognised in other comprehensive income, in which case it is also recognised in other
comprehensive income.
Current tax is the expected tax payable on taxable profit for the year and any adjustment to tax payable in respect of
previous years. Taxable profit is profit before tax per the income statement after adjusting for income and expenditure
that is not subject to tax, and for items that are subject to tax in other accounting periods. The Company's liability for
current tax is calculated using tax rates that have been enacted or substantively enacted by the statement of financial
position date. Where uncertain tax liabilites exist, the liability recognised is assessed as the amount that is probable to
be payable.
Deferred tax is provided in full on temporary differences between the carrying amounts of assets and liabilities in the
financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax assets are
recognised to the extent that it is probable that taxable profits will be available against which deductible temporary
differences can be utilised. Deferred tax is calculated using tax rates that have been substantively enacted by the
statement of financial position date.
Dividends
Dividends are recorded in the Company's financial statements in the period in which they are approved by the shareholders.
Interim dividends are recognised when paid.
Trade and other receivables
Trade and other receivables are stated at their fair value at the date of recognition and subsequently at amortised cost
less impairment.
Audit fee
Auditors' remuneration for audit of these financial statements of £10,500 (2015: £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 DIRECTORS AND EMPLOYEES
The Company had 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 shown in Note 7 of the consolidated financial statements.
4 INVESTMENTS
Investments relate to the investment in Castle Bidco Limited of £1. The subsidiary undertakings are shown in Note 26 of the
consolidated financial statements.
5 TRADE AND OTHER RECEIVABLES
2016 2015
£m £m
Amounts due from Group undertakings 356.4 393.6
Amounts due from Group undertakings are unsecured, repayable on demand and carry an interest rate of 5.0% (2015: 5.0%).
6 SHARE CAPITAL
Shares issued Nominal value Share capital Share premium account
Number Pence £ £
Ordinary shares as at 1st November 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
New share capital 2,702,373 5 135,119 1,349,439
Ordinary shares as at 31st October 2016 254,363,573 5 12,718,179 73,010,342
Ordinary shares are issued and fully paid.
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 Exercise price Share capital Share premium account
Number Pence £ £
2013 LTIP 1,966,142 - 98,307 -
2014 LTIP 43,176 - 2,159 -
2015 LTIP 17,197 - 860 -
2013 SAYE 554,982 247 27,749 1,343,057
2014 SAYE 2,355 276 118 6,382
2014 Deferred bonus plan 117,448 - 5,872 -
2015 Deferred bonus plan 1,073 - 54 -
2,702,373 135,119 1,349,439
During the previous 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 Exercise price Share capital Share premium account
Number Pence £ £
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
For details of outstanding share options at 31st October 2016 see Note 21 of the consolidated financial statements.
7 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.
8 GROUP UNDERTAKINGS
A list of all the Group's undertakings at 31st October 2016 is given in Note 26 of the Group financial statements.
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