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REG - Develop North PLC - Half-year Report

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RNS Number : 1556H  Develop North PLC  26 July 2023

DEVELOP NORTH PLC

 

Interim Report & Financial Statements for the six months ending 31 May
2023

 

Announcement of Interim Results

 

LEI: 213800EXPWANYN3NEV68

 

This announcement contains regulated information.

 

Chairman's Statement

Highlights

 

·  Dividends paid and declared of 2.0p per share (2022: 2.0p)

 

·  Ordinary share mid-price equivalent to a premium of 2.1% as at 31 May
2023

 

·  Gearing facility with Shawbrook Bank Limited renewed for two years to May
2025

 

·  Net Asset Value total return of 0.0%

 

Background

The Company entered its seventh year of trading during the period under
review, which has included continuing turmoil on the world stage, steep levels
of UK inflation that governmental measures have thus far struggled to moderate
and further increases in interest rates. At the same time, the consensus of
political analysts is that the while UK economy may narrowly avoid a technical
recession, there will be a slowdown in economic activity as businesses and
consumers adjust to the rapid change in the interest rate environment.

 

Net Asset Value

The Company's Net Asset Value per share decreased from 81.79p to 79.81p over
the six months ended 31 May 2023. Taking the effects of dividend distributions
into account, this has resulted in a broadly flat NAV Total Return (0.0%) for
the period.

 

This figure may be placed into context by the total return figures over the
same period of the Association of Investment Companies' (AIC's)
"Property-Debt" sector, of which Develop North is a component member, of +2.4%
and of the AIC's "Debt-Loans" sector of +1.7%.

 

Dividends

A quarterly dividend of 1 penny per share was paid on 30 June 2023. As set out
in the Annual Report the Company expects to pay dividends at a rate of 1 penny
per share per quarter, equivalent to 4 pence per share per year in aggregate.

 

Depending on market conditions and the performance of the investment
portfolio, a final balancing payment may be made at the end of the current
financial year so as to at least fulfil the investment trust qualification
requirements.

 

Investment Portfolio

The total value of the Company's portfolio now stands at £23.7 million, from
17 live projects.

 

New Investments:

The Company agreed one new loan during period, a £1.13m 18-month facility to
fund the acquisition of a hotel at Croft on Tees, North Yorkshire. Shortly
after period end the Company agreed a £1.65m facility for two years to fund
the development of 18 homes in Aberdeenshire, Aberdeen. Further details are
provided in the Investment Adviser's report.

 

Exits:

There were no portfolio exits during the period but there were partial
redemptions across four projects. Post period end, there were two further
exits.

 

Impairments:

As specified by the requirements of accountancy standard IFRS 9, the Company
has continued to reflect the more uncertain economic conditions. While the
general provision remained static at the period end, the impairment charge for
the period has increased, largely due to adverse outcomes on legacy loans,
i.e. those that were acquired by the Company at incorporation. The Board
believes that the downside impact of these early loans is now fully recognised
in the net asset value.

 

The loan portfolio is discussed more fully in the Investment Adviser's Review.

 

Gearing

The Company continues to benefit from a gearing facility with Shawbrook Bank
Limited, recently renewed for a further two years until May 2025, with £2.9m
drawn at the period end. At the time of writing, the loan had been fully
repaid.

 

Outlook

The UK economy and the real estate sector in particular appear well placed to
benefit as the effects of COVID disappear into the rear view mirror, energy
prices begin to fall and (given fair winds) inflation and interest rates
approach their peaks.

 

In the meantime, however, project finance costs remain high as do the prices
of raw materials and indeed of labour. It is helpful in this regard that there
is no shortage of high quality potential borrowers approaching the Company for
loans and who are prepared to agree terms and interest rates appropriate to
the prevailing market conditions.

 

John Newlands

Chairman

25 July 2023

 

Investment Adviser's Review

 

REVIEW OF THE 6 MONTHS TO 31 MAY 2023

 

Investment Adviser's highlights:

 

· NAV Total Return of 0.0% for the 6 months to 31 May 2023.

 

· Funds deployed into one new project

 

· Loan to Value (LTV) of portfolio reduced to 65.5%

 

· Dividends totalling 2.0p per share paid or declared for the six months to
31 May 2023, equivalent to an annualised dividend yield of 4.91%.

 

This Interim Report covers the end of the sixth and the beginning of the
seventh year of performance of the Company, since its listing in January 2017.

 

The Company's investment objective is to provide debt finance to the property
sector. The Company also benefits from a small number of equity positions
attained at nil cost in six of the borrowing entities which it supports. In
addition, the Company benefits from exit fees on redemption of other projects
that additionally contribute to the Senior and Profit lending type.

 

The first six months of the financial year have seen the base rate increase to
5.0% at the time of writing (July 2023), with expectations that they may
exceed 6.0% by the end of 2023 and remain at these levels until the second
half of 2024. These rises have been driven by the ongoing presence of core
inflation which the Bank of England has been attempting to bring under control
for the past twelve months. Recent economic analyses suggest that there is
risk of the UK entering a recession later this year, though some commentators
say it may be narrowly avoided.

 

2023 has seen house prices decline across the UK. This is expected to continue
for the rest of 2023 and all of 2024 (Source: Savills & Knight Frank).
These forecast declines would see prices return to summer 2021 values. Build
cost inflation and labour shortages in the construction sector have stabilised
but the viability of new projects is still challenging.

 

We expect a bumpy ride for the economy for the remainder of 2023. The Company
has used the first six months to reprice some of the existing loan book and to
deploy at higher rates for new projects. There has been a continued focus on
liquidity, including the renewal of the gearing facility for a further two
years in May 2023.

 

DEPLOYMENT

Despite the ongoing uncertainties, we are pleased to report an active period
for new transactions and deployments to existing projects, together with full
and partial exits:

 

The Company agreed one new facility during the period:

 

· Croft, North Yorkshire - £1.13m 18-month facility

 

A further £1.65m was deployed into a new 2-year facility in Aberdeen,
Scotland in June 2023.

 

During the period a total of £1.67m was deployed into four projects,
including the Croft project mentioned above.

 

Portfolio Exits

There were no portfolio exits during the period. In June 2023, there were two
successful exits, bringing the number of exits to seventeen since inception.

 

Partial Redemptions

During the period there was £3.04m of partial redemptions across five of the
portfolio projects.

 

Impairments

In accordance with IFRS 9 the Company recognises the gross interest receivable
on all its loans, and then recognises an impairment charge if that interest is
not paid by the borrower and there is not a clear expectation that this can be
recovered subsequently. During the period, three projects were unable to meet
their interest obligations.

 

IFRS 9 also requires the Company to consider various credit loss scenarios and
assign a risk weighting to these. This calculation generates a provision which
is taken as a further impairment for the period. In the six months ended 31
May 2023 the Company has set the provision at £114,000. This is unchanged
from the general provision at 30 November 2022. This provision is based on
forward looking scenarios and is designed to withstand market-related shocks,
including those that may arise as a result of the current inflationary
environment.

 

Gearing

In May 2023, the Company renewed its committed revolving credit facility with
Shawbrook Bank for a further two years. Again, the key driver was headroom and
liquidity. This renewal for a sixth year demonstrates the support that the
Company has from its lender, and the growing confidence in future deployment
given the current strength of pipeline.

 

Profit Share Projects

There are currently six Profit Share projects in the portfolio (Nov 2022:
six).

 

OUTLOOK

Economic Outlook

Residential

As at 31 May 2023, 61.3% (£14.45m) of deployed funds were invested across 12
projects with a residential focus, with a further £1.65m committed to live
projects.

 

The housing market has declined during 2023, offsetting some but not all of
the past two years' increases. Estate agents Savills and Knight Frank predict
that house prices will decline by 10% and 5% respectively in 2023. Capital
Economics forecasts that house prices in Q4 of 2023 will be 8.5% lower than in
Q4 of 2022. The outlook remains negative for 2024 before returning to growth
thereafter.

 

Mortgage availability has been significantly impacted. Rising interest rates
will challenge buyers on the affordability test as interest payments will
represent a significant proportion of household income. Supply chain issues
for both availability and pricing of labour and materials have improved in
2023 and there are anecdotal signs that they have returned to historic levels.

 

The Company's residential exposure is predominantly in the North East (87.9%)
and Scotland (12.1%). Both regions continue to have amongst the best
affordability, with loan to income ratios remaining lower. We continue to
appraise projects using the views of market experts for sales values, build
cost and delivery, with all assumptions stress tested.

 

Commercial

As at 31 May 2023, 35.3% of deployed funds were invested across five projects
with a commercial focus.

The Company continues to be selective in the level of exposure to commercial
developments. We believe our selective approach to the Company's deployment in
the commercial property sector will continue to create shareholder value. The
sectors within the commercial property space that the Company currently has
exposure to are:

 

·  bereavement (crematorium);

·  weddings;

·  strategic land; and

·  shared office space.

 

Each of the above sub-sectors offer downside protection in the current
uncertain economic times, with the latter two also giving flexibility for the
borrowers as and when trends change. We will continue to identify and support
professional, experienced and reliable management teams who have a clear
vision and robust plan.

 

PIPELINE

There is currently £9.2m at various stages of due diligence across four
projects, of which 82.0% is in the North East.

The quality and experience of each management team that we are in discussions
with will continue to enhance the Company's portfolio and strengthen its
reputation in the market. This should lead to the creation of shareholder
value that is sustainable in the longer term.

 

Ian McElroy

Tier One Capital

25 July 2023

 

THE INVESTMENT PORTFOLIO AS AT 31 MAY 2023

 

 Sector                  %           LTV* (May 23)  Loan Value (May 23) £'000s   LTV*       Loan Value (Nov 22) £'000s

                         Portfolio                                               (Nov 22)
 Residential             61.3%       67.4%          14,451                       69.0%      17,111
 Commercial              35.3%       62.0%          8,321                        61.9%      7,508
 Cash                    3.4%        -              807                          -          638
 General Impairment      -           -              (114)                        -          (114)
 Total/Weighted Average  100.0%      65.5%          23,465                       66.8%      25,143

 

*LTV has been calculated using the carrying value of the loans as at the
balance sheet date

 

Interim Management Report

The principal and emerging risks and uncertainties that could have a material
impact on the Company's performance have not changed from those set out on
pages 15 and 16 of the Company's Annual Report for the year ended 30 November
2022.

The Directors consider that the Chairman's Statement and the Investment
Adviser's Review, the disclosure on related party transactions and the
Statement of Directors' Responsibilities together constitute the Interim
Management Report of the Company for the six months ended 31 May 2023 and
satisfy the requirements of the Disclosure Guidance and Transparency Rules
4.2.3 to 4.2.11 of the Financial Conduct Authority.

The Interim Report has not been reviewed or audited by the Company's Auditor.

The Directors believe, having considered the Company's investment objectives,
risk management policies, capital management policies and procedures, the
nature of the portfolio and expenditure projections, that the Company has
adequate resources, an appropriate financial structure and suitable management
arrangements in place to continue in operational existence for the foreseeable
future and, more specifically, that there are no material uncertainties
pertaining to the Company that would prevent its ability to continue in such
operational existence for at least twelve months from the date of the approval
of this Interim Report. For these reasons they consider that there is
sufficient evidence to continue to adopt the going concern basis in preparing
the accounts.

 

Directors' Responsibilities Statement

We confirm that to the best of our knowledge:

·   The condensed set of financial statements has been prepared in
accordance with FRS 104 'Interim Financial Reporting' and gives a true and
fair view of the assets, liabilities, financial position and profit of the
Company, as at 31 May 2023, as required by the Disclosure Guidance and
Transparency Rule 4.2.4R;

·   The Interim Report includes a fair review of the information required
by the Disclosure and Transparency Rule 4.2.7R, being an indication of
important events that have occurred during the first six months of the
financial year and their impact on the condensed set of financial statements,
and a description of the principal risks and uncertainties for the remaining
six months of the financial year; and

·   The Interim Report includes a fair review of the information concerning
related party transactions as required by Disclosure Guidance and Transparency
Rule 4.2.8R.

 

On Behalf of the Board

John Newlands

Chairman

25 July 2023

 

 

CONDENSED INCOME STATEMENT

 

                                                                                            Six months ended          Six months ended          Year ended

                                                                                            31 May 2023 (unaudited)   31 May 2022 (unaudited)   30 November 2022

                                                                                                                                                (audited)
                                                                   Note  Revenue  Capital   Total                     Total                     Total

                                                                         £'000    £'000     £'000                     £'000                     £'000
 REVENUE

 Investment interest                                                     946      -         946                       864                       1,787

 Total revenue                                                           946      -         946                       864                       1,787

 Losses on investments held at fair value through profit or loss         -        (198)     (198)                     (134)                     (378)

 Amortisation of exit fees                                               -        32        32                        -                         -

 Total net income                                                        946      (166)     780                       730                       1,409

 Expenditure

 Investment adviser fee                                                  (33)     -         (33)                      (34)                      (67)

 Impairments on loans at amortised cost

                                                                         (13)     (343)     (356)                     (44)                      (148)

 Other expenses                                                          (240)    -         (240)                     (315)                     (548)

 Total expenditure                                                       (286)    (343)     (629)                     (393)                     (763)

 Profit/(loss) before finance costs and taxation

                                                                         660      (509)     151                       337                       646

 Finance costs

 Interest payable                                                        (146)    -         (146)                     (16)                      (132)

 Profit/(loss) before taxation                                           514      (509)     5                         321                       514

 Taxation                                                                -        -         -                         -                         -

 Profit/(loss) for the period/year                                       514      (509)     5                         321                       514

 Basic earnings per share                                          3     1.91p    (1.89)p   0.02p                     1.19p                     1.90p

 

The notes form an integral part of the financial statements.

The total column of this statement represents the Company's Statement of
Comprehensive Income, prepared in accordance with UK adopted International
Financial Reporting Standards ("UK adopted IFRS") in conformity with the
requirements of the Companies Act 2006. The supplementary revenue return and
capital return columns are both prepared under guidance published by the
Association of Investment Companies.

All revenue and capital items in the above statement derive from continuing
operations. There is no other comprehensive income as all income is recorded
in the statement above.

 

CONDENSED Statement of Financial Position

 

                                                                As at         As at         As at

                                                                31 May        31 May        30 November

                                                                2023          2022          2022

                                                                (unaudited)   (unaudited)   (audited)
                                                         Notes  £'000         £'000         £'000
 Non-current assets                                      6      5,662         14,153        12,659

 Loans at amortised cost
                                                                5,662         14,153        12,659
 Current assets

 Investments held at fair value through profit or loss   5      3,908         6,375         4,874
 Loans at amortised cost                                 6      14,145        4,324         7,948
 Other receivables and prepayments                              13            17            11
 Cash and cash equivalents                                      807           221           638
                                                                18,873        10,937        13,471
 Total assets                                                   24,535        25,090        26,130
 Current liabilities
 Loan facility                                                  (2,900)       (2,656)       (4,000)
 Other payables and accrued expenses                            (147)         (67)          (109)
 Total liabilities                                              (3,047)       (2,723)       (4,109)
 Net assets                                                     21,488        22,367        22,021

 Share capital and reserves
 Share capital                                           7      269           269           269
 Share premium                                                  9,094         9,094         9,094
 Special distributable reserve                                  12,764        12,849        12,849
 Capital reserve                                                (1,153)       (313)         (644)
 Revenue reserve                                                514           468           453
 Equity shareholders' funds                                     21,488        22,367        22,021

 Net asset value per ordinary share                      8      79.81p        83.08p        81.79p

 

The accompanying notes form an integral part of the financial statements.

The financial statements were approved by the Board of Directors of Develop
North PLC (a public limited company  incorporated in England and Wales with
company number 10395804) and authorised for issue on 25 July 2023.

They were signed on its behalf by:

 

John Newlands

Chairman

 

CONDENSED Statement of Changes in Equity

 

 For the six months ending                                                               Special distributable

 31 May 2023                                             Share capital   Share premium   reserve                Capital reserve   Revenue reserve   Total

 (unaudited)                                             £'000           £'000           £'000                  £'000             £'000             £'000
 At beginning of the period                              269             9,094           12,849                 (644)             453               22,021
 Total comprehensive profit for the period:
 Profit for the period                                   -               -               -                      (509)             514               5
 transactions with owners recognised directly in equity
 Dividends paid (note 4)                                 -               -               (85)                   -                 (453)             (538)
 At 31 May 2023                                          269             9,094           12,764                 (1,153)           514               21,488

 

 

 

 

 For the six months ending                                                               Special distributable

 31 May 2022                                             Share capital   Share premium   reserve                Capital reserve   Revenue reserve   Total

 (unaudited)                                             £'000           £'000           £'000                  £'000             £'000             £'000
 At beginning of the period                              269             9,094           13,093                 (166)             294               22,584
 Total comprehensive profit for the period:
 Profit for the period                                   -               -               -                      (147)             468               321
 transactions with owners recognised directly in equity
 Dividends paid (note 4)                                 -               -               (244)                  -                 (294)             (538)
 At 31 May 2022                                          269             9,094           12,849                 (313)             468               22,367

 

 

 

 

 

 For the year ending                                                                     Special distributable

 30 November 2022                                        Share capital   Share premium   reserve                Capital reserve   Revenue reserve   Total

 (unaudited)                                             £'000           £'000           £'000                  £'000             £'000             £'000
 At beginning of the period                              269             9,094           13,093                 (166)             294               22,584
 Total comprehensive profit for the period:
 Profit for the period                                   -               -               -                      (478)             992               514
 transactions with owners recognised directly in equity
 Dividends paid (note 4)                                 -               -               (244)                  -                 (833)             (1,077)
 At 30 November 2022                                     269             9,094           12,849                 (644)             453               22,021

 

 

Condensed Cash Flow Statement

 

                                                                                 Six months to  Six months to  Year ending

                                                                                 31 May         31 May         30 November

                                                                                 2023           2022           2022

                                                                                 (unaudited)    (unaudited)    (audited)

                                                                                 £'000          £'000          £'000
 Operating activities
 Profit before taxation                                                          5              321            514
 Losses on investments held at fair value through profit and loss                215            123            342
 Impairments on loans at amortised cost                                          378            51             136
 Gains on investments held at fair value through profit and loss                 (17)           (27)           -
 Uplifts on loans at amortised cost                                              (35)           -              -
 Amortisation of exit fees                                                       (32)           -              -
 Increase in loan interest receivable on investments held at fair value through  (53)           (109)          (147)
 profit and loss
 Increase in loan interest receivable on loans at amortised cost                 (66)           (207)          (249)
 Interest expense                                                                146            16             132
 Changes in working capital
 (Increase)/decrease in other receivables                                        (2)            10             16
 Increase/(decrease) in other payables                                           38             (68)           (26)
 Net cash inflow from operating activities AFTER TAXATION                        577            110            718
 Investing activities
 Loans given                                                                     (1.668)        (8,148)        (10,986)
 Loans repaid                                                                    3,044          1,612          3,570
 Net cash INFLOW/(outflow) from investing activities                             1,376          (6,536)        (7,416)
 Financing
 Equity dividends paid                                                           (538)          (538)          (1,077
 Bank loan drawn down                                                            -              2,656          4,251
 Repayment of bank loan                                                          (1,100)        -              (251)
 Interest paid                                                                   (146)          (16)           (132)
 Net cash (outflow)/inflow from financing                                        (1,784)        2,102          2,791
 Increase/(Decrease) in cash and cash equivalents

                                                                                 169            (4,324)        (3,907)
 Cash and cash equivalents at the start of the year                              638            4,545          4,545
 Cash and cash equivalents at the end of the period/year                         807            221            638

 

 

Notes to the Condensed Financial Statements (unaudited)

 

1. INTERIM RESULTS

The condensed financial statements have been prepared in accordance with
International Accounting Standard 34 'Interim Financial Reporting' and the
accounting policies set out in the statutory accounts of the Company for the
year ended 30 November 2022. The condensed financial statements do not include
all of the information required for a complete set of financial statements and
should be read in conjunction with the financial statements of the Company for
the year ended 30 November 2022, which were prepared in accordance with UK
adopted International Financial Reporting Standards ("UK adopted IFRS") in
conformity with the requirements of the Companies Act 2006 as applicable to
companies reporting under international accounting standards. There have been
no significant changes to management judgements and estimates.

The condensed financial statements have been prepared on the going concern
basis. In assessing the going concern basis of accounting the Directors have
had regard to the guidance issued by the Financial Reporting Council. After
making enquiries, and bearing in mind the nature of the Company's business and
assets, the Directors consider that the Company has adequate resources to
continue in operational existence for the foreseeable future. For this reason
they continue to adopt the going concern basis in preparing these financial
statements.

 

2. INVESTMENT ADVISER

In its role as the Investment Adviser, Tier One Capital Ltd is entitled to
receive from the Company an investment adviser fee which is calculated and
paid quarterly in arrears at an annual rate of 0.25 per cent. per annum of the
prevailing Net Asset Value if less than £100m; or 0.50 per cent. per annum of
the prevailing Net Asset Value if £100m or more.

There is no balance accrued for the Investment Adviser for the period ended 31
May 2023 (31 May 2022: £nil; 30 November 2022: £nil).

There are no performance fees payable.

ALTERNATIVE INVESTMENT FUND MANAGER'S DIRECTIVE ('AIFMD')

The Company has been approved by the Financial Conduct Authority as a Small
Registered UK Alternative Investment Fund Manager ('AIFM').

3. EARNINGS PER SHARE

The revenue, capital and total return per ordinary share is based on each of
the profit after tax and on 26,924,063 ordinary shares, being the weighted
average number of ordinary shares in issue throughout the period.

 

                                            Six months ended 31 May 2023          Six months ended 31 May 2022          Year ended 30 November 2022
                                    £'000   Pence per share               £'000   Pence per share               £'000   Pence per share
 Revenue earnings                   514     1.91                          468     1.74                          992     3.68
 Capital earnings                   (509)   (1.89)                        (147)   (0.55)                        (478)   (1.78)
 Total earnings                     5       0.02                          321     1.19                          514     1.90
 Average number of shares in issue          26,924,063                            26,924,063                            26,924,063

 

Earnings for the period to 31 May 2023 should not be taken as a guide to the
results for the year to 30 November 2023.

4. DIVIDENDS

                                                                  Six months ended 31 May 2023  Six months ended 31 May 2022  Year ended 30 November 2022
                                                                  £'000                         £'000                         £'000
 In respect of the prior year:
 Interim dividend for the quarter ended August, paid in December  269                           269                           269
 Interim dividend for the quarter ended November, paid in March   269                           269                           269
 In respect of the current year:
 Interim dividend for the quarter ended February, paid in June    -                             -                             269
 Interim dividend for the quarter ended May, paid in September    -                             -                             270
 Total                                                            538                           538                           1,077

 

The Company intends to distribute at least 85% of its distributable income
earned in each financial year by way of interest distribution. On 31 May 2023,
the Company declared an interim dividend of 1.00 pence per share for the
quarter ended 28 February 2023, payable on 30 June 2023.

 

5. INVESTMENTS HELD AT FAIR VALUE THROUGH PROFIT OR LOSS

The Company's investment held at fair value through profit or loss represents
its profit share arrangements whereby the Company owns at least 25.1% or has
an exit fee mechanism for four companies.

                                                                                 31 May   31 May   30 November

                                                                                 2023     2022     2022

                                                                                 £'000    £'000    £'000
 Opening Balance                                                                 4,874    7,589    7,589
 Loans deployed                                                                  59       80       80
 Principal repayments                                                            (883)    (1,307)  (2,600)
 Movements in interest receivable                                                53       147      183
 Unrealised losses on investments held at fair value through profit or loss      (198)    (134)    (378)
 Amortisation of exit fees                                                       3        -        -
 Total investments held at fair value through profit and loss                    3,908    6,375    4,874
 Split:
 Non-current assets: Investments held at fair value through profit and loss due  -        -        -
 for repayment after one year
 Current assets: Investments held at fair value through profit and loss due for  3,908    6,375    4,874
 repayment under one year

 

6. LOANS AT AMORTISED COST

                                                                               31 May   31 May   30 November

                                                                               2023     2022     2022

                                                                               £'000    £'000    £'000
 Opening Balance                                                               20,607   10,558   10,558
 Loans deployed                                                                1,609    8,068    10,906
 Principal repayments                                                          (2,161)  (305)    (970)
 Movements in interest receivable                                              79       200      261
 Movement in impairments                                                       (356)    (44)     (148)
 Amortisation of exit fees                                                     29       -        -
 Total Loans at amortised cost                                                 19,807   18,477   20,607
 Split:
 Non-current assets: Loans at amortised cost due for repayment after one year  5,662    14,153   12,659
                                                                               14,145   4,324    7,948

 Current assets: Loans at amortised cost due for repayment under one year

 

The Company's loans held at amortised cost are accounted for using the
effective interest method. The carrying value of each loan is determined after
taking into consideration any requirement for impairment provisions during the
year, allowances for impairment losses amounted to £356,000 (May 2022:
£44,000; November 2022: £148,000).

 

7. SHARE CAPITAL

                                                               Number of

                                               Nominal Value   Ordinary shares

                                               £'000           of 1p
 Issued and fully paid as at 30 November 2022  269             26,924,063
 Issued and fully paid as at 31 May 2023       269             26,924,063

 

The ordinary shares are eligible to vote and have the right to participate in
either an interest distribution or participate in a capital distribution (on a
winding up).

 

8. NET ASSET VALUE PER ORDINARY SHARE

The net asset value per ordinary share is based on net assets of £21,488,034
(31 May 2022: £22,367,422; 30 November 2022: £22,021,367) and on 26,924,063
ordinary shares (31 May 2022: 26,924,063; 30 November 2022: 26,924,063), being
the number of ordinary shares in issue at the period/year end.

 

9. RELATED PARTIES
The Directors are considered to be related parties. No Director has an interest in any transactions which are, or were, unusual in their nature or significant to the nature of the Company.

 

The Directors of the Company received fees totalling £43,000 for their
services during the period to 31 May 2023 (31 May 2022: £43,000; 30 November
2022: £85,000). £nil was payable at the period and prior year end.

 

Ian McElroy is Chief Executive of Tier One Capital Ltd and is a founding
shareholder and director of the firm.

 

Tier One Capital Ltd received £33,000 investment adviser's fee during the
period (31 May 2022: £34,000; 30 November 2022: £67,000) and £nil was
payable at the period end (31 May 2022: £nil; 30 November 2022: £nil). Tier
One Capital Ltd receives up to a 20% margin and arrangement fee for all loans
it facilitates.

 

There are various related party relationships in place with the borrowers as
below:

 

The following related parties arise due to the opportunity taken to advance
the profit share contracts:

 

· Thursby Homes (Springs)

The Company owns 25.1% of the borrower Thursby Homes (Springs) Ltd. The loan
amount outstanding as at 31 May 2023 was £705,000 (31 May 2022: £1.9m; 30
November 2022: £1.3m). Transactions in relation to loans repaid during the
period amounted to £626,000 (31 May 2022: £381,000; 30 November 2022:
£918,000). Interest due to be received as at 31 May 2023 was £209,000 (31
May 2022: £226,000; 30 November 2022: £213,000). Interest received during
the period amounted to £27,000 (31 May 2022: £109,000; 30 November 2022:
£157,000).

 

· Northumberland

The Company owns 25.1% of the borrower Northumberland Ltd. The loan amount
outstanding as at 31 May 2023 was £69,000 (31 May 2022: £832,000; 30
November 2022: £356,000). Transactions in relation to loans repaid during the
period amounted to £258,000 (31 May 2022: £435,000; 30 November 2022:
£911,000). Interest due to be received as at 31 May 2023 was £2,000 (31 May
2022: £15,000; 30 November 2022: £3,000). Interest received during the
period amounted to £3,000 (31 May 2022: £19,000; 30 November 2022:
£32,000).

 

· Coalsnaughton

The Company owns 40.17% of the borrower Kudos Partnership. The loan amount
outstanding as at 31 May 2023 was £2.0m (31 May 2022: £2.3m; 30 November
2022: £2.2m). Transactions in relation to loans made during the period
amounted to £15,000 (31 May 2022: £80,000; 30 November 2022: £80,000).
Interest due to be received as at 31 May 2023 was £378,000 (31 May 2022:
£257,000; 30 November 2022: £324,000). Interest received during the period
amounted to £54,000 (31 May 2022: £129,000; 30 November 2022: £196,000).

 

· Oswald Street

The Company owns 25.1% of the Riverfront Property Limited Partnership. The
loan amount outstanding as at 31 May 2023 was £447,000 (31 May 2022:
£382,000; 30 November 2022: £388,000). Transactions in relation to loans
made during the period amounted to £59,000 (31 May 2022: £nil; 30 November
2022: £nil). Interest due to be received as at 31 May 2023 was £8,000 (31
May 2022: £5,000; 30 November 2022: £5,000). Interest received during the
period amounted to £22,000 (31 May 2022: £15,000; 30 November 2022:
£31,000).

 

10. OPERATING SEGMENTS

 

The Board has considered the requirements of IFRS  8 'Operating Segments'.
The Board is of the view that the Company is engaged in a single unified
business, being the investment of the Company's capital in financial assets
comprising loans and joint venture equity contracts and in one geographical
area, the United Kingdom, and that therefore the Company has no segments. The
Board of Directors, as a whole, has been identified as constituting the chief
operating decision maker of the Company. The key measure of performance used
by the Board to assess the Company's performance is the total return on the
Company's net asset value. As the total return on the Company's net asset
value is calculated based on the IFRS net asset value per share as shown at
the foot of the Consolidated Statement of Financial Position, the key
performance measure is that prepared under IFRS. Therefore no reconciliation
is required between the measure of profit or loss used by the Board and that
contained in the financial statements.

 

11. FAIR VALUE HIERARCHY

 

Accounting standards recognise a hierarchy of fair value measurements for
financial instruments which gives the highest priority to unadjusted quoted
prices in active markets for identical assets or liabilities (Level 1) and the
lowest priority to unobservable inputs (Level 3). The classification of
financial instruments depends on the lowest significant applicable input, as
follows:

 

·  Level 1 - Unadjusted, fully accessible and current quoted prices in
active markets for identical assets or liabilities. Examples of such
instruments would be investments listed or quoted on any recognised stock
exchange.

 

·  Level 2 - Quoted prices for similar assets or liabilities, or other
directly or indirectly observable inputs which exist for the duration of the
period of investment. Examples of such instruments would be forward exchange
contracts and certain other derivative instruments.

 

·  Level 3 - External inputs are unobservable. Value is the Directors' best
estimate, based on advice from relevant knowledgeable experts, use of
recognised valuation techniques and on assumptions as to what inputs other
market participants would apply in pricing the same or similar instrument.

 

All loans are considered Level 3.

 

12. POST BALANCE SHEET EVENTS

·  The Shawbrook loan facility was fully repaid in June 2023.

·  On 9 June 2023, a new loan was issued to Churchill Homes (Aberdeen)
Limited with an initial drawdown of £358,000.

 

13. INTERIM REPORT STATEMENT

 

These are not full statutory accounts in terms of Section 434 of the Companies
Act 2006 and are unaudited. Statutory accounts for the year ended 30 November
2022, which received an unqualified audit report and which did not contain a
statement under Section 498 of the Companies Act 2006, have been lodged with
the Registrar of Companies. No full statutory accounts in respect of any
period after 30 November 2022 have been reported on by the Company's auditor
or delivered to the Registrar of Companies.

 

For further information please contact:

Apex Fund Administration Services (UK) Limited, Secretary

25 July 2023

 

ENDS

 

Interim Report 2023

The Interim Report will shortly be available on the Company's website
(www.developnorth.co.uk (http://www.tocpropertybackedlendingtrust.co.uk) ) or
in hard copy format from the Company's Registered Office.

 

A copy of the Interim Report will be submitted to the FCA's National Storage
Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

 

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.   END  IR SELFIIEDSESW

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