REG - First Property Group - Preliminary results
19/06/2025 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250619:nRSS4776Na&default-theme=true
RNS Number : 4776N First Property Group PLC 19 June 2025
Date: 19 June 2025
On Behalf of: First Property Group plc ("First Property", the
"Company" or the "Group")
Embargoed: 0700hrs
First Property Group plc
Preliminary results for the year ended 31 March 2025 (Unaudited)
First Property Group plc (AIM: FPO), the property fund manager and investor
with operations in the United Kingdom and Central Europe, today announces its
unaudited preliminary results for the year ended 31 March 2025.
Highlights:
· Statutory profit before tax for the year: £3.03 million (31
March 2024: loss before tax: £4.41 million)
· Initiated cost savings programme which resulted in annualised
cost savings of c.£650,000
· Reduction in gross debt by £3.25 million (12%) and net debt by
£3.44 million (15%)
· Cash at 31 March 2025: £4.82 million (31 March 2024: £4.63
million)
· Third party Assets Under Management ("AUM") at 31 March 2025:
£164 million (31 March 2024: £222 million)
· Total AUM at 31 March 2025: £220 million (31 March 2024: £274
million)
· Weighted average unexpired fund management contract term at 31
March 2025: 3 years, 4 months (31 March 2024: 1 year, 9 months)
Financial summary:
Unaudited Audited
year to year to Percentage
31 March 2025 31 March 2024 change
Income statement:
Statutory profit/(loss) before tax £3.03m (£4.41m) 168.71%
Diluted earnings/(loss) per share 1.64p (4.04p) 140.59%
Total dividend per share - - -
Average €/£ exchange rate 1.1911 1.1606 -
Financial position at the year-end:
Investment properties at book value £46.76m £45.76m 2.19%
Investment properties at market value £56.04m £51.90m 7.98%
Associates and investments at book value £21.73m £19.90m 9.23%
Associates and investments at market value £22.60m £20.26m 11.55%
Cash balances £4.82m £4.63m 4.10%
Cash per share 3.26p*** 4.18p -22.01%
Gross debt £24.37m £27.62m -11.77%
Net debt £19.55m £22.99m -14.96%
Gearing ratio at book value* 35.08% 41.47% -
Gearing ratio at market value* 31.50% 38.28% -
Net assets at book value** £45.09m £38.98m 15.67%
Net assets at market value £52.99m £44.53m 19.00%
Adjusted net assets per share (EPRA basis)*** 35.72p 39.41p -9.36%
Year-end €/£ rate 1.1949 1.1697 -
*Gearing ratio = Gross debt divided by gross assets
**Attributable to the owners of the parent, excludes non-controlling interests
***Calculation includes new shares issued following completion of the
Company's open offer on 23 September 2024.
Commenting on the results, Ben Habib, Chief Executive of First Property Group
plc, said:
"I am pleased to report a material turnaround in the fortunes of the Group.
"We appear to be close to the bottom of the cycle, following what has been a
severe downturn, especially for office properties.
"The economic outlook remains uncertain and it remains a buyer's market. Even
with this uncertain outlook we are seeing interesting deals, some of which we
hope to secure.
"We are treading cautiously but our fortunes have improved and we expect this
to continue."
A briefing for analysts and shareholders will be held at 11.00hrs today via
Investor Meet Company. To participate it is necessary to register at
https://www.investormeetcompany.com/first-property-group-plc/register-investor
(https://www.investormeetcompany.com/first-property-group-plc/register-investor)
and select to meet the Company. Those who have already registered and selected
to meet the Company will be automatically invited. A copy of the accompanying
investor presentation will be posted on the Company's website.
For further information please contact:
First Property Group plc Tel: +44 (20) 7340 0270
Ben Habib (Chief Executive Officer) www.fprop.com (http://www.fprop.com)
Laura James (Group Finance Director) investor.relations@fprop.com (mailto:investor.relations@fprop.com)
Jeremy Barkes (Director, Business Development)
Jill Aubrey (Director, Compliance and Company Secretary)
Allenby Capital (NOMAD & Broker) Tel: + 44 (0) 20 3328 5656
Nick Naylor / Daniel Dearden-Williams (Corporate Finance)
Amrit Nahal / Tony Quirke (Sales and Corporate Broking)
Notes to Investors and Editors:
First Property Group plc is an award-winning property fund manager and
investor with operations in the United Kingdom and Central Europe. Its focus
is on higher yielding commercial property with sustainable cash flows. The
Company is flexible and takes an active approach to asset management. Its
earnings are derived from:
· Fund Management - via its FCA regulated and AIFMD approved
subsidiary, First Property Asset Management Ltd ("FPAM"), which earns fees
from investing for third parties in property. FPAM currently manages eleven
funds which are invested across the United Kingdom, Poland and Romania.
· Group Properties - principal investments by the Group, to earn a
return on its own capital, usually in partnership with third parties. As at 31
March 2025, investments comprised six directly held properties in Poland, one
in Romania, and non-controlling interests in nine of the eleven funds managed
by FPAM.
Quoted on AIM, the Company has offices in London and Warsaw. Further
information about the Company and its properties can be found at:
www.fprop.com (http://www.fprop.com) .
CHIEF EXECUTIVE'S STATEMENT
Financial performance
I am pleased to report the Group's unaudited preliminary results for the year
ended 31 March 2025, which yielded a profit before tax of £3.03 million (31
March 2024: loss before tax of: £4.41 million).
The turnaround in the Group's fortunes is mainly attributable to lower
impairment charges in the value of the Group's direct investments in Poland of
£0.24 million (2024: £3.75 million), an increase in the value of the Group's
23% share in Fprop Phoenix Ltd (FPL) by £1.73 million, and cost-cutting
measures which resulted in total annualised savings of around £650,000.
In September 2024, the Group raised £2.96 million (before expenses) through
an open offer of new Ordinary Shares to all qualifying shareholders. The
proceeds were used to:
1. meet contractual liabilities in respect of deferred consideration
payments (£1.97 million) for Blue Tower, an office building in Warsaw, which
is directly owned by the Group;
2. fund capital expenditure incentives for tenants as the Group
continues to lease the remaining vacant space in its portfolio (£1.42
million); and
3. strengthen the Group's balance sheet.
The open offer was underwritten by the Group's CEO and Chairman, demonstrating
their confidence in the Group's prospects and the Board's strategy.
The Group ended the financial year with net assets calculated under the cost
basis of accounting, excluding non-controlling interests, of £45.09 million
(31 March 2024: £38.98 million), equating to 30.50 pence per share (31 March
2024: 35.15 pence per share). It is the accounting policy of the Group to
carry its properties and interests in associates at the lower of cost or
market value.
The net assets of the Group when adjusted to their market value less any
deferred tax liabilities (EPRA basis) amounted to £52.99 million or 35.72
pence per share at 31 March 2025 (31 March 2024: £44.53 million or 39.41
pence per share).
Gross debt at the year-end reduced to £24.37 million (31 March 2024: £27.62
million), £14.92 million of which was non-interest bearing and represented
deferred consideration for the purchase of two office properties in Poland.
Net debt reduced to £19.55 million (31 March 2024: £22.99 million). The debt
was secured against six directly owned properties in Poland.
The Group's gearing ratio with its properties at their book value was 35.08%
(31 March 2024: 41.47%) and with its properties at their market value was
31.50% (31 March 2024: 38.28%).
Group cash balances at the year-end stood at £4.82 million (31 March 2024:
£4.63 million), equivalent to 3.26 pence per share (31 March 2024: 4.18 pence
per share). The calculation includes new shares issued following completion of
the open offer on 23 September 2024.
The diluted earnings per share was 1.64 pence (2024: loss per share 4.04
pence).
Dividend
The Directors have resolved not to pay a dividend in respect of the year ended
31 March 2025 (31 March 2024: nil).
REVIEW OF OPERATIONS
PROPERTY FUND MANAGEMENT
Third party assets under management ended the year at £164.0 million (31
March 2024: £221.8 million).
The decrease in value of third party funds under management was mainly due to
the sale by four funds of nineteen properties in the United Kingdom for an
aggregate value of £63.1 million.
Fund management fees are levied monthly by reference to the value of
properties, except for Fprop Offices LP ("OFFICES"), in which the Group
participates in a profit share arrangement instead. OFFICES has reached the
end of its fund life and will be wound up after its last remaining property is
sold.
The profit earned by this division before unallocated central overheads and
tax increased by £0.22 million to £1.04 million (2024: £0.82 million) even
though revenue decreased by 23% to £2.26 million (2024: £2.95 million).
The decrease in revenue was due to a reduction in third party assets under
management and a reduction in one-off advance payments of £300,000 (2024:
£411,000), mainly pertaining to the Group's defined benefit pension scheme
clients which are generally recycling their investments into more liquid asset
classes. The advance payments were in respect of fund management fees paid by
one such client, the BAE Systems Pension Funds Trustees Limited (SIPS), due to
property sales prior to the end of the fund's life.
The increase in profit was mainly attributable to cost saving measures
implemented during the year.
At the financial year end fund management fee income, excluding performance
fees, was being earned at an annualised rate of £1.20 million (31 March 2024:
£1.83 million).
The weighted average unexpired fund management contract term at the financial
year-end was 3 years, 4 months (31 March 2024: 1 year, 9 months).
The reconciliation of movement in third party funds managed by FPAM during the
year is shown below:
Funds managed for third parties (including funds in which the Group is a
minority shareholder)
UK CEE Total No. of properties
£m £m £m
As at 1 April 2024 115.01 106.76 221.77 35
Property purchases 6.40 - 6.40 2
Property sales (63.08) - (63.08) (19)
Capital expenditure 0.19 0.37 0.56 -
Property revaluation (1.75) 2.64 0.89 -
FX revaluation - (2.63) (2.63) -
As at 31 March 2025 56.77 107.14 163.91 18
An overview of the value of assets and maturity of each of the funds managed
by FPAM is set out below:
Fund Country of investment Fund expiry Assets under management at market value at No. of properties % of total third-party assets under management Assets under management at market value at
31 March 2025 31 March 2024
£m. £m.
OFFICES UK Jun 2024 27.5 1 16.8 47.4
SIPS UK Jan 2025 3.5 1 2.1 33.8
FGC Poland Mar 2026 23.9 1 14.5 21.7
UK PPP UK Jan 2027 2.6 1 1.6 13.6
SPEC OPPS UK Jan 2027 9.5 3 5.8 12.7
FKR Poland Mar 2027 15.5 1 9.5 16.4
FCL Romania Jun 2028 8.0 1 4.9 8.3
FPL Poland Jun 2028 - - - -
FOP Poland Oct 2030 59.8 5 36.4 60.3
FULCRUM UK Indefinite 13.7 4 8.4 7.6
Total Third-Party AUM 164.0 18 100.0 221.8
The sub sector weightings of investments in FPAM funds is set out in the table
below:
UK Poland Romania Total % of Total
£m. £m. £m. £m.
Offices 50.22 36.08 8.04 94.34 57.5%
Retail warehousing 6.55 - - 6.55 4.0%
Supermarkets - 11.89 - 11.89 7.3%
Shopping centres - 51.13 - 51.13 31.2%
Total 56.77 99.10 8.04 163.91 100.0%
% of Total Third-Party AUM 34.6% 60.5% 4.9% 100.0%
GROUP PROPERTIES DIVISION
The Group Properties division comprised:
1. seven directly owned commercial properties in Poland and Romania
valued at £56.04 million (31 March 2024: £51.90 million); and
2. interests in nine of the eleven funds managed by FPAM (classified
as Associates and Investments) valued at £22.60 million (31 March 2024:
£20.26 million).
This division made a profit of £3.16 million before tax and unallocated
central overheads (year ended 31 March 2024: loss of £3.79 million). The main
contribution (£3.21 million) was from the Group's Associates and Investments,
in particular from the Group's 23% shareholding in FPL, which contributed
£1.73 million. This division also benefitted from £422,000 in cash
distributions from the Group's share in The UK Pension Property Portfolio ("UK
PPP") and Fprop UK Special Opportunities LP ("Spec Opps").
1. Directly owned Group Properties (all accounted for under the cost
model):
The book value of the Group's seven directly owned properties was £46.76
million (31 March 2024: £45.76 million). Their market value, based on
valuations at 31 March 2025, was £56.04 million (31 March 2024: £51.90
million).
Country Sector Property/ No. of props 31 March 2025 Book value 31 March 2025 Market value 31 March 2025 *Contribution to Group profit before tax *Contribution to Group
Fund Name 31 March 2025 profit before tax
31 March 2024
£m. £m. £m. £m.
Poland Office Blue Tower 1 24.35 30.46 0.97 0.82
Poland Office Gdynia 1 10.04 10.04 (0.21) (0.15)
Poland Supermarket Praga 1 2.06 3.14 0.08 0.10
Romania Office Dr Felix 1 2.20 3.43 0.27 0.11
Poland Multi use 5PT 3 8.11 8.97 0.42 0.33
Total* 7 46.76 56.04 1.53 1.21
Property impairment (0.24) (3.75)
Reversal of provision in respect of rental guarantee - 0.13
Interest expense (0.69) (0.78)
Other overhead costs allocated to the Group Property division (0.65) (0.71)
Total contributions to PBT from Group Properties (0.05) (3.90)
* Prior to the deduction of direct overhead and unallocated central overhead
expenses.
Blue Tower, an office building located in Warsaw (in which the Group's 80.3%
shareholding totals 18,000 square metres) accounted for £30.46 million (54%)
of the Group's seven directly owned properties at market value. The net equity
invested in these seven properties totalled £31.67 million at market value,
of which £20.34 million (64%) was invested in Blue Tower.
The debt secured against six of these seven properties at the year-end
totalled £24.37 million (31 March 2024: £27.62 million), of which only
£9.45 million was interest bearing. The remainder (£14.92 million)
represented deferred consideration liabilities as follows:
· €12 million (£10.04 million) in respect of the purchase in
2021 of a 13,000 square metres office block in Gdynia, Poland, for which
payment was due in June 2024. After the financial year end the company which
owns this property, Fprop Gdynia Sp. Zoo, was placed into administration
following failure to agree restructuring terms with its principal creditor.
This should have no material impact on the Group since the value of its
investment in the property was matched to the value of the debt secured
against it. The company operated on a breakeven basis so there should be no
material impact on the Group's trading profits.
· PLN 24.40 million (£4.87 million) in respect of the purchase in
2022 of an additional 32% or 7,171 square metres in Blue Tower. Payment is due
in instalments until August 2028. A total of PLN 16.00 million (£3.20
million) of the original liability has been paid. The next instalment of
£1.00 million is due in August 2025.
Interest costs on the Group's debt amounted to £0.69 million (2024: £0.78
million). This equates to an average borrowing cost of 2.8% per annum when
expressed as a percentage of total outstanding Group debt of £24.37 million,
or 7.3% per annum on the debt which is interest bearing.
31 March 2025 31 March 2024
£m. £m.
Book value of directly owned properties 46.76 45.76
Market value of directly owned properties 56.04 51.90
Gross debt undiscounted (all non-recourse to the Group) 24.37 27.62
LTV at book value 52.12% 60.36%
LTV at market value 43.49% 53.22%
Average borrowing cost 2.8% 2.8%
At 31 March 2025, the vacancy rate across all seven properties was 29.82%, as
measured in terms of square metres. The vacancy rate across the six properties
excluding the property in Gdynia was 9.72% and totalled 2,800 square metres.
If the vacant space in these remaining six properties is fully let, the net
operating income from the Group's directly owned properties should increase by
some €0.50 million per annum (£0.42 million per annum).
The weighted average unexpired lease term ("WAULT") as at 31 March 2025 was 4
years, 10 months (2024: 4 years, 10 months) across the Group's seven directly
held properties.
2. Associates and Investments
These comprise non-controlling interests in nine of the eleven funds managed
by FPAM of which five are accounted for as Associates and held at the lower of
cost or fair value (the "cost model"), and four are accounted for as
Investments in funds and held at fair value.
The contribution to profit before tax and unallocated central overheads from
the Group's Associates and Investments was £3.21 million (31 March 2024:
£0.11 million), of which £1.73 million was from the Group's 23% share in
FPL. The Group also benefitted from cash distributions of £422,000 (2024:
£134,000) from its shareholdings in UK PPP and Spec Opps.
In 2024 the Group's share of post-tax profits earned by Fprop Opportunities
plc ("FOP") was impacted by an impairment charge of £0.97 million. There was
no impairment in 2025, allowing FOP's contribution to improve to £0.94
million (2024: (£0.14) million). The Group's investment in Fprop Krakow Ltd
(FKR) suffered an impairment provision of £0.12 million (2024: £0.10
million).
At the year-end the associates and investments were valued at £22.61 million
(31 March 2024: £20.26 million). An overview of the Group's Associates and
Investments is set out in the table below:
Fund % owned by Book value of First Property's share in Current market value of holdings Group's share Group's share
First Property fund of post-tax profits earned by fund of post-tax profits earned by fund
Group 31 March 2025 31 March 2024
% £'000 £'000 £'000 £'000
a) Associates (all invested in Poland and Romania)
FOP 45.7 13,482 13,482 944 (141)
FGC 29.1 3,211 3,962 242 202
FKR 18.1 962 962 (128) (64)
FPL 23.4 1,733 1,748 1,733 (60)
FCL 21.2 676 781 (2) 41
Sub Total 20,064 20,935 2,789 (22)
b) Investments (all invested in the United Kingdom)
UK PPP 0.9 25 25 55 23
FULCRUM 1.3 143 143 - 5
SPEC OPPS 11.1 1,158 1,158 367 83
OFFICES 1.6 344 344 - 23
Sub Total 1,670 1,670 422 134
Total 21,734 22,605 3,211 112
Commercial Property Markets Outlook
Poland:
GDP is expected to grow by around 3% in 2025 and again in 2026, similar to
that of 2024. Interest rates were cut by 50bp in May to 5.25%, the first cut
since November 2023, and are expected to be cut to 4.5% by the year end.
Inflation is running at similar levels.
Turnover in Poland's commercial property market in 2024 was around €5
billion, roughly double that recorded in 2023, though some way below the
average of €6 billion per annum recorded in previous years. The market is
still suffering from a withdrawal of capital and a scarcity of banks willing
to lend against property.
In general the occupational market is performing better than the investment
market, though there exist pockets of oversupply, such as for offices in
Krakow.
United Kingdom:
GDP forecasts for the UK have been lowered for 2025 to around 1%, similar to
that achieved in 2024 (0.9%). The economic outlook remains highly uncertain.
The base interest rate was cut in May by 0.25% to 4.25%, the second cut of the
year (cut in February by 0.25%). The market anticipates further cuts to 3.75%
by the end of the year. Inflation remains stubbornly high though at above 3%
and above the Bank of England's target level of 2%.
All commercial property delivered a total return in 2024 of 7.7%, including
from capital value growth of 1.8%. This was higher than in both 2022 and 2023.
Rental values rose by 2.9% in 2024. Sentiment in the investment market is
improving but the market remains bifurcated with large differences in value
between well let modern properties which comply with target net zero
legislation, and the rest.
Current Trading and Prospects
I am pleased to report a material turnaround in the fortunes of the Group.
We appear to be close to the bottom of the cycle, following what has been a
severe downturn, especially for office properties.
The economic outlook remains uncertain and it remains a buyer's market. Even
with this uncertain outlook we are seeing interesting deals, some of which we
hope to secure.
We are treading cautiously but our fortunes have improved and we expect this
to continue.
Ben Habib
Chief Executive
18 June 2025
GROUP FINANCE DIRECTOR'S REVIEW
The Group reported a profit before tax for the year to 31 March 2025 of £3.03
million (2024: loss before tax of £4.41 million). The profit was mainly
attributable to an increase in the value of the Group's 23% share in Fprop
Phoenix Ltd ("FPL") by £1.73 million and cost cutting measures resulting in
total annualised savings of around £650,000.
A non-cash impairment of £0.24 million (2024: £3.75 million) was recognised
in respect of the directly held Group property in Gdynia, Poland. Post year
end, the Directors placed the wholly owned subsidiary which owns the property,
Fprop Gdynia Sp. Zoo, into administration following failure to agree
restructuring terms with its principal creditor. At the year end the value
ascribed to this property matched the value of the debt secured against it.
The company operated on a breakeven basis so there should be no material
impact on the Group's trading profits.
During the financial year the Group raised £2.96 million (before expenses)
through an open offer of new Ordinary Shares to all qualifying shareholders.
The proceeds were used to meet contractual deferred consideration payments of
£1.97 million in respect of Blue Tower, an office building located in Warsaw,
to fund capital expenditure incentives for tenants of £1.42 million as the
Group continues to lease the remaining vacant space in its portfolio, and to
strengthen the Group's balance sheet.
Group net assets excluding non-controlling interests at 31 March 2025
increased to £45.09 million (31 March 2024: £38.98 million).
Gross debt at the year-end was £24.37 million (31 March 2024: £27.62
million). The decrease was largely due to payments totalling £1.97million of
deferred consideration in respect of Blue Tower, bank loan repayments of
£0.83 million, and a favourable foreign exchange movement of £0.43 million.
Of this gross debt, £14.92 million represented deferred consideration on
which no interest is payable. Net debt decreased to £19.55 million (31 March
2024: £22.99 million).
GOING CONCERN
The Directors are of the view that the Group is a going concern and this is
the basis under which these financial statements have been prepared.
Analysis and scenario testing was carried out on the Group's main divisional
income streams, being fund management fees from the fund management division,
rental income from its seven directly owned Group Properties, and cash returns
from its Associates and Investments. Further details of this analysis is set
out in the "Basis of Preparation" note below.
Based on the results of the analysis conducted, the Board believes that the
Group has the ability to continue its business for at least twelve months from
the date of approval of the financial statements and therefore has adopted the
going concern basis in the preparation of this financial information.
INCOME STATEMENT
A review of the operating and financial performance of the two trading
divisions are included in the Chief Executive's Statement.
Revenue and Gross Profit
Revenue for the year decreased by £0.30 million or 3.8% to £7.55 million (31
March 2024: £7.85 million) driven by a reduction in fund management fee
income earned by the Group's managed funds.
Gross profit (revenue less the cost of sales) reduced by £0.15 million to
£4.82 million (31 March 2024: £4.97 million).
Operating Expenses
Operating expenses decreased by £0.84 million or 16% to £4.32 million (31
March 2024: £5.16 million) mainly due to the Group initiating a cost saving
program during the year which resulted in annualised cost savings of around
£650,000.
In addition, the non-cash charge recognised in respect of outstanding share
options reduced to £0.29 million (31 March 2024: £0.64 million). See note 7
of the Notes to the Accounts for more information on the share-based payment
scheme.
Operating expenses included costs of £142,000 in respect of the open offer.
Share of Results in Associates
The contribution to Group profit from its Associates amounted to £2.79
million (31 March 2024: loss of £0.02 million), of which the Group's 23%
interest in a managed fund, FPL, contributed £1.73 million.
A fair value impairment of £0.44 million in respect of the Group's 45.7%
shareholding in FOP, which was recognised in the first half of the financial
year, was subsequently reversed by £0.52 million, due to a recovery in
property values at the year end (2024: impairment of £0.97 million). An
impairment of £0.12 million (2024: £0.10 million) has been charged in
respect of the Group's 18.1% holding in FKR.
Investment Income (from other financial assets and investments)
Investment income from the Group's investments in the UK funds managed by FPAM
increased by 223% to £0.42 million (31 March 2024: £0.13 million) largely
driven by distributions received from UK PPP and Spec Opps, after the sale of
seven properties by these funds during the year.
Financing Costs
Finance costs decreased to £0.69 million (31 March 2024: £0.78 million). All
bank loans are denominated in Euros and all are used to finance properties
valued in Euros.
STATEMENT OF FINANCIAL POSITION
Investment Properties (held using the cost model)
The Group adheres to the "cost model" of valuation whereby investment
properties are accounted for at the lower of cost less accumulated
depreciation and impairments, or at fair market value.
The Group owed £10.04 million (€12 million) of deferred consideration in
respect of the Group's directly held property in Gdynia, which was due for
payment in June 2024. After the financial year end, the company which owns
this property, Fprop Gdynia Sp. Zoo, was placed into administration following
failure to agree restructuring terms with its principal creditor. This should
have no material impact on the Group since the value of its investment in the
property was matched to the value of the debt secured against it. The company
operated on a breakeven basis so there should be no material impact on the
Group's trading profits.
At the year end the Group held seven properties directly, including the
property in Gdynia. Their book value was £46.76 million (31 March 2024:
£45.76 million). Their fair market value was £56.04 million (31 March 2024:
£51.90 million).
Capital expenditure incurred on the Group's seven directly owned properties
amounted to £1.42 million (31 March 2024: £1.67 million).
Foreign exchange revaluations resulted in a debit of £0.42 million (31 March
2024: debit £1.17 million).
Borrowings
Bank and other borrowings, including deferred consideration, decreased by
£3.25 million to £24.37 million (31 March 2024: £27.62 million). The
decrease was largely due to the payment of deferred consideration of £1.97
million in respect of Blue Tower, capital repayments of £0.83 million in
respect of bank loans, and a favourable foreign exchange movement of £0.43
million.
The Group's current financial liabilities increased to £16.19 million (31
March 2024: £13.08 million) due to the repayment date of the bank loan
secured against Blue Tower reducing to less than one year. We are in the
process of negotiating a loan extension. The two loans classified as current
liabilities are:
1. deferred consideration of £10.04 million (€12 million) in
respect of the property in Gdynia, which was due for payment in June 2024 and
which was not paid; and
2. the bank loan of £4.61 million (€5.5 million) in respect of Blue
Tower, which is due for repayment on 20 June 2025. The Group is currently in
the process of finalising a loan extension with the lender.
Both debts are non-recourse to the Group.
The ratio of debt to gross assets at their market value (the gearing ratio)
decreased to 31.50% (31 March 2024: 38.28%).
All bank loans are denominated in Euros and are non-recourse to the Group's
assets.
Deposits of £0.31 million (31 March 2024: £0.32 million) are held by lending
banks as security for Debt Service Cover Ratio (DSCR) covenants in respect of
four bank loans (31 March 2024: four). Consequently this cash was restricted
as at 31 March 2025.
Trade and Other Receivables
Trade and other receivables decreased by £0.21 million to £3.94 million (31
March 2024: £4.15 million).
Trade and Other Payables
Trade and other payables decreased by £1.05 million to £2.74 million (31
March 2024: £3.79 million) due to payment of £1.11 million to OFFICES in
respect of profit share previously paid on account and liable to clawback.
Non-controlling Interests
The value of the Group's two non-controlling interests increased by £0.28
million to £2.23 million (31 March 2024: £1.95 million). The two
non-controlling interests are:
1. 10.00% of the share capital of Corp Sp. Zoo, the property
management company to Blue Tower; and
2. 52.80% of the share capital of 5th Property Trading Ltd ("5PT"), a
fund invested in three commercial properties in Poland.
Investment Revaluation Reserve
The investment revaluation reserve decreased by £0.26 million to a debit
balance of £2.45 million (31 March 2024: £2.19 million). When the four UK
fund management mandates to which they pertain expire, the Group will recycle
this debit balance from the investment revaluation reserve to the profit and
loss account during the financial year in which the funds are wound up.
OFFICES (a fund which expired in June 2024) and UK PPP are both in the process
of selling their assets and have respective debit balances of £1.08 million
and £0.25 million to be released. The remaining reserve balance relates to
the Group's investment in SPEC OPPS and FUCLRUM.
Foreign Exchange Translation Reserve
A strengthening of the Polish Zloty against Sterling to PLN 5.0056 GBP (31
March 2024: PLN 5.0375/ GBP) resulted in a reduction in the deficit in the
foreign exchange translation reserve to £0.42 million (31 March 2024: £1.41
million).
Cash and Cash Equivalents
The Group's cash balance increased to £4.82 million (31 March 2024: £4.63
million).
The main inflows were: £2.96 million (before expenses) raised through an open
offer of new Ordinary Shares to all qualifying shareholders, £0.70 million of
capital repayments received from the Group's investment in UK Funds and £0.24
million of interest income.
The main outflows were: £1.97 million of deferred consideration in respect of
Blue Tower, £1.42 million of capital expenditure at Blue Tower, £1.11
million of contractual clawback liabilities in respect of the OFFICES fund,
and £0.83 million of capital repayments in respect of the Group's bank loans.
Laura James
Group Finance Director
18 June 2025
CONSOLIDATED INCOME STATEMENT
for the year ended 31 March 2025
Year ended Year ended
31 March 2025 31 March 2024
Notes Unaudited Audited
Total results Total results
£'000 £'000
Revenue 1 7,552 7,851
Cost of sales (2,728) (2,884)
Gross profit 4,824 4,967
Operating expenses (4,317) (5,156)
Operating profit/(loss) 507 (189)
Share of associates' profit after tax 10 2,827 1,050
Share of associates' revaluation losses 10 (38) (1,072)
Investment income 422 134
Interest income 3 245 194
Interest expense 3 (695) (780)
Loss from impairment of investment properties 8 (242) (3,746)
Profit/(loss) before tax 3,026 (4,409)
Tax charge 4 (684) 29
Profit/(loss) for the year 2,342 (4,380)
Attributable to:
Owners of the parent 2,139 (4,582)
Non-controlling interests 203 202
2,342 (4,380)
Earnings/(loss) per share:
Basic 6 1.65p (4.13p)
Diluted 6 1.64p (4.04p)
All operations are continuing.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 March 2025
Year ended Year ended
31 March 2025 31 March 2024 Total results
Total results
£'000 £'000
Profit/(loss) for the year 2,342 (4,380)
Other comprehensive income
Items that may subsequently be reclassified to profit or loss
Exchange differences on retranslation of foreign subsidiaries 985 946
Net (loss) on financial assets at fair value through other comprehensive (258) (1,465)
income
Taxation - -
Total comprehensive income for the year 3,069 (4,899)
Total comprehensive income for the year attributable to:
Owners of the parent 2,759 (5,149)
Non-controlling interests 310 250
3,069 (4,899)
All operations are continuing.
STATEMENT OF FINANCIAL POSITION
First Property Group plc
Registered No. 02967020
As at 31 March 2025
Unaudited Audited
2025 2024
Notes Group Group
£'000 £'000
Non-current assets
Investment properties 8 46,759 45,756
Right of use assets 9 - 17
Property, plant and equipment 15 40
Investment in associates 10a) 20,064 17,275
Other financial assets at fair value through OCI 10b) 1,670 2,623
Goodwill 11 153 153
Deferred tax assets 12 1,117 992
Total non-current assets 69,778 66,856
Current assets
Current tax assets 170 127
Right of use assets 9 - 51
Trade and other receivables 13 3,939 4,145
Cash and cash equivalents 4,824 4,628
Total current assets 8,933 8,951
Current liabilities
Trade and other payables 14 (2,743) (3,788)
Provisions (332) (125)
Lease liabilities 9 - (52)
Financial liabilities 15 (5,143) (832)
Other financial liabilities 16 (11,042) (12,244)
Current tax liabilities (22) (48)
Total current liabilities (19,282) (17,089)
Net current assets (10,349) (8,138)
Total assets less current liabilities 59,429 58,718
Non-current liabilities
Financial liabilities 15 (4,307) (9,690)
Other financial liabilities 16 (3,875) (4,851)
Lease liabilities 9 - (17)
Deferred tax liabilities 12 (3,930) (3,229)
Net assets 47,317 40,931
Equity
Called up share capital 1,536 1,166
Share premium 8,222 5,635
Share-based payment reserve 1,105 815
Foreign exchange translation reserve (422) (1,407)
Purchase of own shares reserve (2,440) (2,440)
Investment revaluation reserve (2,451) (2,193)
Retained earnings 39,540 37,401
Equity attributable to the owners of the parent 45,090 38,977
Non-controlling interests 2,227 1,954
Total equity 47,317 40,931
Net assets per share 6 30.50p 35.15p
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2025
Group Share capital Share premium Share-based payment reserve Foreign exchange translation reserve Purchase of own shares Investment revaluation Retained earnings Non-controlling interests Total
reserve
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
At 1 April 1,166 5,635 815 (1,407) (2,440) (2,193) 37,401 1,954 40,931
2024
Profit for the year - - - - - - 2,342 - 2,342
Net loss on financial assets at fair value through other comprehensive income - - - - - (258) - - (258)
Exchange differences arising on translation of foreign subsidiaries - - - 985 - - - 107 1,092
Change in the proportion held in non-controlling interests - - - - - - - - -
Total comprehensive income - - - 985 - (258) 2,342 107 3,176
Share issue 370 2,587 - - - - - - 2,957
Share Options charge - - 290 - - - - - 290
Non-controlling interests - - - - - - (203) 203 -
Dividends - - - - - - - (37) (37)
paid
At 31 March 2025 1,536 8,222 1,105 (422) (2,440) (2,451) 39,540 2,227 47,317
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2024
Group Share capital Share premium Share-based payment reserve Foreign exchange translation reserve Purchase of own shares Investment revaluation Retained earnings Non-controlling interests Total
reserve
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
At 1 April 1,166 5,635 179 (2,353) (2,440) (728) 41,983 2,033 45,475
2023
Profit for the year - - - - - - (4,380) - (4,380)
Net loss on financial assets at fair value through other comprehensive income - - - - - (1,465) - - (1,465)
Exchange differences arising on translation of foreign subsidiaries - - - 946 - - - 48 994
Change in the proportion held in non-controlling interests - - - - - - - (265) (265)
Total comprehensive income - - - 946 - (1,465) (4,380) (217) (5,116)
Share options charge - - 636 - - - - - 636
Non-controlling interests - - - - - - (202) 202 -
Dividends - - - - - - - (64) (64)
paid
At 31 March 2024 1,166 5,635 815 (1,407) (2,440) (2,193) 37,401 1,954 40,931
Foreign Exchange Translation Reserve
The translation reserve comprises all foreign exchange differences arising
from the translation of the financial statements of foreign Group companies.
This reserve is non distributable.
Share Based Payment Reserve
The Group grants certain of its employees' rights to its equity instruments as
part of its share-based payment incentive plans. The value of these rights has
been charged to the Income Statement and has been credited to the share-based
payment reserve (which is a distributable reserve).
Purchase of Own Ordinary Shares
The cost of the Company's Ordinary Shares purchased by the Company for
treasury purposes is held in this reserve. The reserve is non distributable.
Investment Revaluation Reserve
The change in fair value of the Group's financial assets measured at fair
value through Other Comprehensive Income is held in this reserve and is non
distributable.
CASH FLOW STATEMENTS
for the year ended 31 March 2025
2025 2024
Notes Group Group
£'000 £'000
Cash flows from operating activities
Operating profit/(loss) 507 (189)
Adjustments for:
Depreciation of property, plant & equipment 24 64
Depreciation of investment property 417 350
Share options charge 290 636
Decrease in trade and other receivables 217 553
(Decrease)/ increase in trade and other payables (506) (759)
Other non-cash adjustments 101 (64)
Cash generated from operations 1,050 591
Taxes paid (194) (193)
Net cash flow from/(used in) operating activities 856 398
Cash flow (used in)/ from investing activities
Capital expenditure on investment properties 8 (1,423) (1,670)
Purchase of property, plant & equipment (15) (31)
Cash paid on acquisition of new subsidiaries - (214)
Proceeds from investments in funds 10b) 695 456
Proceeds from investments in associates 10a) - 291
Interest received 3 244 194
Investment income 422 134
Net cash flow (used in)/from investing activities (77) (840)
Cash flow (used in)/ from financing activities
Gross proceeds from open offer 2,957 -
Repayment of bank loans (831) (1,814)
Repayment of deferred consideration (1,970) -
Interest paid 3 (694) (780)
Dividends paid - -
Dividends paid to non-controlling interests (37) (64)
Net cash flow (used in) financing activities (575) (2,658)
Net increase/(decrease) in cash and cash equivalents 204 (3,100)
Cash and cash equivalents at the beginning of the year 4,628 7,647
Currency translation gains on cash and cash equivalents (8) 81
Cash and cash equivalents at the year end 4,824 4,628
Notes to the Accounts
Basis of Preparation
These preliminary financial statements have not been audited and are derived
from the statutory accounts within the meaning of section 434 of the Companies
Act 2006. They have been prepared in accordance with the Group's accounting
policies that will be applied in the Group's annual financial statements for
the year-ended 31 March 2025. The policies have been consistently applied to
all years presented unless otherwise stated below. These accounting policies
are drawn up in accordance with UK-adopted International Accounting Standards
('IFRS'). Whilst the financial information included in this preliminary
statement has been prepared in accordance with IFRS, this announcement does
not itself contain sufficient information to fully comply with IFRS. The
comparative figures for the financial year ended 31 March 2024 are not the
statutory accounts for the financial year but are derived from those accounts
prepared under IFRS which have been reported on by the Group's auditors and
delivered to the Registrar of Companies. The report of the auditors was
unqualified, did not include references to any matter to which the auditors
drew attention by way of emphasis without qualifying their report and did not
contain a statement under section 498 (2) or (3) of the Companies Act 2006.
Going Concern
The Directors have carried out an analysis which supports their view that the
Group is a going concern, and under which basis these financial statements
have been prepared.
Analysis and scenario testing was carried out on the Group's main divisional
income streams, being asset management fees from the fund management division,
rental income from its seven directly owned Group Properties and cash returns
from its associates and investments.
a) Fund Management Fee Income
Fund management fee income is derived from the Group's UK funds (38%), four of
which are limited partnerships whose limited partners are a mix of pension
funds and registered charities. Fund management fees are invoiced monthly and
are calculated based on a percentage of the latest valuation, which for the UK
funds is performed quarterly.
Three of the UK funds (following the sale of final remaining properties) will
commence the process of being wound up and as a result the Group's management
anticipates fund management fees will reduce over the coming twelve months.
The anticipated reduction in fund management fees has been included within the
forecasts reviewed by the Board as part of the going concern assessment.
Fund management fees on the Group's Polish and Romanian managed funds are also
levied as a percentage of funds under management, with reference to the most
recent valuations. These funds are established under the ownership of a UK
limited company which in turn owns the company domiciled in the country that
owns the property. Each of these local companies has borrowings secured
against the property and is therefore ring fenced from the Group.
The longevity of this fund management fee income is determined by the fund's
life which is fixed by agreement when each fund is first established. The
weighted average unexpired fund management contract term is 3 years, 4 months.
At the financial year end, fund management fee income, excluding performance
fees, was being earned at an annualised rate of £1.20 million (31 March 2024:
£1.83 million).
b) Rental Income from Group Properties
Six of the seven Group Properties are located in Poland, one in Romania. These
properties consist of four office blocks, a mini-supermarket, one multi-let
property and ground-floor retail property. All were independently valued on 31
March 2025 at £56.04 million (31 March 2024: £51.90 million).
The rental income has been reviewed when setting the forecast revenues and no
significant falls in collection rates are expected. The tenants are of good
quality, as proven by excellent historic cash collection rates. Any
renegotiation of rental payment terms that have been agreed are reflected in
the forecasting analysis.
On 12 August 2022 the Group acquired 7,171 square meters in Blue Tower, an
office building located in Warsaw for PLN 40.40 million (£7.20 million).
The purchase resulted in the Group's interest in the building increasing from
48.20% to 80.30%. Some 5,159 square metres of the newly acquired space was
vacant at purchase. At 31 March 2025, 2,400 square metres of the Group's
interest in Blue Tower remains vacant, if this was leased in full the Group's
net operating income would improve by some c€400,000 per annum.
Post year end, the Directors placed the wholly owned subsidiary, Fprop Gdynia
Sp. Zoo, the company which owns the directly held property in Gdynia, into
administration. This was following failure by the company to agree
restructuring terms with its principal creditor. At the year end the value of
the property held by the company matched the value of the debt secured against
it. The company operated on a breakeven basis so there should be no impact on
the Group's trading profits.
c) Income from Associates and Investments
Analysis was also conducted on the Group's investment in its five (31 March
2024: five) Associates. All bank loan covenants were reviewed and tested
against future decreases in valuation and net operating income.
Dividend income from the Group's UK investments was also stress tested and
found not to have a significant impact on revenue.
d) Liquidity
The Group has two deferred consideration liabilities as follows:
· €12 million (£10.04 million) in respect of the purchase in
2021 of a 13,000 square metres office block in Gdynia, Poland, for which
payment was due in June 2024. After the financial year end the company which
owns this property, Fprop Gdynia Sp. Zoo, was placed into administration
following failure to agree restructuring terms with its principal creditor.
This should have no material impact on the Group since the value of its
investment in the property was matched to the value of the debt secured
against it. The company operated on a breakeven basis so there should be no
material impact on the Group's trading profits. The debt itself is
non-interest bearing and non-recourse to the Group.
· PLN 24.40 million (£4.87 million) in respect of the purchase in
2022 of an additional 32% or 7,171 square metres in Blue Tower, an office
building located in Warsaw. Payment is due in instalments until August 2028. A
total of PLN 16.00 million (£3.20 million) of the original liability has been
paid. The debt itself is non-interest bearing and non-recourse to the Group.
The next instalment of £1.00 million is due in August 2025 and the Group
intends to make this payment from retained cash.
The Group monitors overall debt requirements by reviewing current borrowing
levels, debt maturity and interest rate exposure. The Group has one bank loan
due for repayment on 20 June 2025 which totals £4.61 million. The Group is
currently in the process of finalising a loan extension with the current
lender. The Group does not have any other debt due for renewal in the next
twelve months other than the deferred consideration referred to above.
A one percentage point increase in interest rates would increase the annual
interest cost by £0.09 million per annum (31 March 2024: £0.11 million).
Deposits of £0.31 million (31 March 2024: £0.32 million) are held by lending
banks as security for Debt Service Cover Ratio (DSCR) covenants in respect of
four bank loans (31 March 2024: four). Consequently this cash was restricted
as at 31 March 2025.
Going Concern Statement
As outlined above, the Board believes that the Group has the ability to
continue its business for at least twelve months from the date of approval of
the financial statements and therefore has adopted the going concern basis in
the preparation of this financial information.
New Standards and Interpretations
We do not consider there to be any relevant new standards, amendments to
standards or interpretations that are effective for the financial year
beginning on 1 April 2024 which would have had a material impact on these
financial statements.
The Group has not adopted any new IFRSs that are issued but not yet effective
and it does not expect any of these changes to impact the Group.
These preliminary financial statements were approved by the Board of Directors
on 18 June 2025.
1. Revenue
Revenue from continuing operations consists of revenue arising in the United
Kingdom 11% (31 March 2024: 19%), Poland 79% (31 March 2024: 72%) and Romania
10% (31 March 2024: 9%). All revenue relates solely to the Group's principal
activities.
2. Segment Reporting 2025
Fund Management Division Group Properties Division
Property fund management Group properties Associates and investments Unallocated central overheads Total
£'000 £'000 £'000 £'000 £'000
Rental income - 3,578 - - 3,578
Service charge income - 1,712 - - 1,712
Fund management fees 2,262 - - - 2,262
Performance related fee income - - - - -
Total revenue 2,262 5,290 - - 7,552
Depreciation and amortisation (15) (9) - - (24)
Operating profit 1,040 853 - (1,386) 507
Share of results in associates - - 2,827 - 2,827
Fair value adjustment on associates - - (38) - (38)
Property impairment - (242) - - (242)
Investment income - - 422 - 422
Interest income - 38 - 207 245
Interest expense - (695) - - (695)
Profit/(loss) before tax 1,040 (46) 3,211 (1,179) 3,026
Analysed as:
Underlying profit/(loss) before tax before adjusting for the following items: 633 213 1,094 (941) 999
Interest received on loan to associates - - - 207 207
Fair value adjustment on associates - - (38) - (38)
Open offer costs - - - (142) (142)
Property impairment - (242) - - (242)
One-off income generated from an associate 91 - 1,733 - 1,824
One-off distribution income from UK investments following property disposals - - 422 - 422
Payment in lieu of Management Fees due to end of life 300 - - - 300
Share option charge - - - (290) (290)
Realised foreign currency (losses)/gains 16 (17) - (13) (14)
Total 1,040 (46) 3,211 (1,179) 3,026
Assets - Group 993 50,590 1,670 5,394 58,647
Share of net assets of associates - - 20,064 - 20,064
Liabilities (49) (31,345) - - (31,394)
Net assets 944 19,245 21,734 5,394 47,317
Additions to non-current assets
Property, plant and equipment - 15 - - 15
Investment properties - 1,423 - - 1,423
Segment Reporting 2024
Fund Management Division Group Properties Division
Property fund management Group properties Associates and investments Unallocated central overheads Total
£'000 £'000 £'000 £'000 £'000
Rental income - 3,078 - - 3,078
Service charge income - 1,826 - - 1,826
Fund management fees 2,947 - - - 2,947
Performance related fee income - - - - -
Total revenue 2,947 4,904 - - 7,851
Depreciation and amortisation (38) (26) - - (64)
Operating profit 824 586 - (1,599) (189)
Share of results in associates - - 1,050 - 1,050
Fair value adjustment on associates - - (1,072) - (1,072)
Property impairment - (3,746) - - (3,746)
Investment income - - 134 - 134
Interest income - 36 - 158 194
Interest expense - (780) - - (780)
Profit/(loss) before tax 824 (3,904) 112 (1,441) (4,409)
Analysed as:
Underlying profit/(loss) before tax before adjusting for the following items: 350 (87) 1,184 (1,031) 416
Interest received on loan to associates - - - 158 158
Fair value adjustment on associates - - (1,072) - (1,072)
Property impairment - (3,746) - - (3,746)
Payment in lieu of Management Fees due to end of life 411 - - - 411
Interest provision - (102) - - (102)
Performance related fee income - - - - -
Reversal of provision in respect of rental guarantee - 130 - - 130
Share option charge - - - (636) (636)
Realised foreign currency (losses)/gains 63 (99) - 68 32
Total 824 (3,904) 112 (1,441) (4,409)
Assets - Group 515 49,869 2,623 5,525 58,532
Share of net assets of associates - - 17,275 - 17,275
Liabilities (56) (34,820) - - (34,876)
Net assets 459 15,049 19,898 5,525 40,931
Additions to non-current assets
Property, plant and equipment - 31 - - 31
Investment properties - 1,670 - - 1,670
3. Interest Income/(Expense)
2025 2024
Group Group
£'000 £'000
Interest income - bank deposits 104 62
Interest income - other 140 132
Total interest income 244 194
2025 2024
Group Group
£'000 £'000
Interest expense - property loans (617) (761)
Interest expense - bank and other (77) (19)
Total interest expense (694) (780)
4. Tax Expense
2025 2024
Group Group
£'000 £'000
Analysis of tax charge for the year
Current tax (127) (244)
Deferred tax (557) 273
Total tax charge for the year (684) 29
The tax charge includes current and deferred tax for continuing operations.
As in prior years, brought forward and current UK tax losses have not been
recognised as a deferred tax asset due to insufficient foreseeable taxable
income being earned in the UK.
5. Called up Share Capital
2025 2024
Group Group
£'000 £'000
Authorised
240,000,000 (2024: 240,000,000) Ordinary Shares of 1 pence each 2,400 2,400
Issued and fully paid
153,561,892 (2024: 116,601,115) Ordinary Shares of 1 pence each of issued 1,536 1,166
share capital, of which 5,718,783 Ordinary Shares (2024: 5,718,783) are held
in treasury
Ordinary Treasury Share
Shares Shares Options
Number Number Number
1 April 2024 110,882,332 5,718,783 12,560,000
Purchase of shares into treasury - - -
Exercise of share options - - -
Issue of new Ordinary Shares 36,960,777 - -
Issue of share options - - -
Lapse of share options - - -
31 March 2025 147,843,109 5,718,783 12,560,000
During the year the Group undertook an open offer to issue new Ordinary Shares
open to all qualifying shareholders. Priced at 8 pence per open offer share.
The open offer raised £2.96 million (before related expenses) and resulted in
the issue of 36,960,777 new Ordinary Shares. The net proceeds from the open
offer provided the Group with additional working capital to, inter alia,
settle the deferred consideration payment due on the Blue Tower property and
to complete its fit-out works following the signing of a new lease, as
announced on 25 July 2024.
6. Earnings/(Loss) /NAV per Share
2025 2024
Basic earnings/(loss) per share 1.65p (4.13p)
Diluted earnings/(loss) per share 1.64p (4.04p)
The following earnings/(losses) have been used to calculate both the basic and
diluted earnings/(loss) per share:
£'000 £'000
Basic earnings/(loss) 2,139 (4,582)
Notional interest on share options assumed to be exercised 3 16
Diluted earnings/(loss) assuming full dilution 2,142 (4,566)
The following numbers of shares have been used to calculate the basic and
diluted earnings/(loss) per share:
2025 2024
Number Number
Weighted average number of Ordinary shares in issue 130,020,926 110,875,483
(used for basic earnings/(loss) per share calculation)
Number of share options 500,000 2,110,000
Total number of Ordinary shares used in the diluted earnings/ (loss) per share 130,520,926 112,985,483
calculation
For the purpose of calculating diluted earnings/(loss) per share, the number
of Ordinary Shares is the weighted average number of Ordinary Shares, plus the
weighted average number of Ordinary Shares that would be issued on the
conversion of all the dilutive potential Ordinary Shares into Ordinary Shares.
Options have a dilutive effect only when the average market price of the
Ordinary Shares during the period exceeds the exercise price of the options
and thus they are 'in the money'.
2025 2024
Net assets per share 30.50p 35.15p
Adjusted net assets per share 35.72p 39.41p
The following numbers have been used to calculate both the net assets and
adjusted net assets per share:
2025 2024
£'000 £'000
For net assets per share
Net assets excluding non-controlling interests 45,090 38,977
Number of shares Number Number
Number of shares in issue at the year end 147,843,109 110,882,332
Number of share options assumed to be exercised 500,000 2,110,000
Total 148,343,109 112,992,332
The adjusted net assets is a measure based on IFRS net assets to include the
fair value of i) financial instruments, ii) debt and iii) deferred taxes. The
metric adjusts for the dilutive impact of share options.
£'000 £'000
For adjusted net assets per share
Net assets excluding non-controlling interests 45,090 38,977
Uplift of investment properties at fair value net of deferred tax 6,966 4,872
Uplift of investments in associates and other financial investments to fair 872 362
value
Other items 58 323
Total 52,986 44,534
Adjusted net assets per share are calculated using the fair value of all
investments.
7. Share Based Payments
The Company has one share-based payment arrangement scheme in place which is
described below:
Date of grant 31 March 2023
Number granted 10,450,000
Contractual life 10 years to 31 March 2033
Vesting conditions The options vest as follows:
·33.3% on the first anniversary of grant;
·33.3% on the second anniversary of grant; and
· the remainder on the third anniversary of grant.
The estimated fair value of each share option granted has been calculated
using the Black-Scholes pricing model. The model inputs were the share price
at grant date and the exercise price based on the mid- market closing price on
30 March 2023 of 23.5 pence per Ordinary Share, expected volatility of 30%, a
dividend yield of 1%, a contractual life of ten years and a risk-free interest
rate of 4.25%.
2025 2024
Group Group
£'000 £'000
Expenses arising from share based payments 290 636
8. Investment Properties
2025 2024
Group Group
£'000 £'000
Investment properties
At 1 April 45,756 47,009
Property impairment (242) (3,746)
Capital expenditure 1,423 1,670
Depreciation (417) (350)
Foreign exchange translation 239 1,173
At 31 March 46,759 45,756
At the year end the Group held seven properties.
Investment properties owned by the Group are stated at cost less depreciation
and any accumulated impairment in value. The properties were valued at the
Group's financial year end at €66.97 million (31 March 2024: €60.72
million), the Sterling equivalent at closing foreign exchange rates being
£56.04 million (31 March 2024: £51.90 million).
The Group owes £10.04 million (€12 million) of deferred consideration in
respect of the purchase in 2021 of a 13,000 square metres office block in
Gdynia, Poland, for which payment was due in June 2024. In view of the
non-payment of this liability and the uncertainty over its future, the
Directors impaired the value of the property by £0.24 million (2024: £3.75
million) to match its value to the value of the €12 million liability. The
property was independently valued at 31 March 2025 at €15.73 million with an
enforced sales value of €12 million.
After the financial year end the company which owns this property, Fprop
Gdynia Sp. Zoo, was placed into administration following the failure to agree
restructuring terms with its principal creditor. This should have no material
impact on the Group since the value of its investment in the property is
matched to the value of the debt secured against it. The company operated on a
breakeven basis so there should be no material impact on the Group's trading
profits. The debt itself is non-interest bearing and non-recourse to the
Group.
Amounts recognised in the income statement:
2025 2024
Group Group
£'000 £'000
Rental income from operating leases 3,578 3,078
i. Leasing arrangements where the group is a lessor:
2025 2024
Group Group
£'000 £'000
Minimum lease receipts under non-cancellable operating leases to be received:
Not later than one year 3,422 2,569
Later than one year and not later than five years 7,084 7,043
Later than five years 3,747 4,610
14,253 14,222
Investment properties comprise commercial properties leased to approximately
75 tenants. The leases vary but typically are for five years. The weighted
average lease length was 4 years and 10 months (31 March 2024: 4 years and 10
months). No contingent rents are charged.
9. Right of Use Assets and Lease Liabilities
This note provides information for leases where the Group is a lessee. For
leases where the Group is a lessor, see note 8.
The amounts recognised in the financial statements in relation to the leases
are as follows:
i. Amounts recognised in the Balance Sheet:
2025 2024
£'000 £'000
Right of use assets
Current - 51
Non-current - 17
2025 2024
£'000 £'000
Lease Liabilities
Current - 52
Non-current - 17
ii. Amounts recognised in the Income Statement:
2025 2024
£'000 £'000
Depreciation/ Rent charge of right-of use-assets
Buildings 68 977
68 977
2025 2024
£'000 £'000
Interest expense
Buildings 68 1,059
68 1,059
iii. Summary of the Group's leasing activity:
The Group has reviewed the terms of its leases and has identified only one
remaining lease, it being in respect of the Group's headquarters in the UK,
located on 32 St. James's Street, London, SW1A 1HD. This lease is due to
expire in July 2025. The Group is at an advanced stage in negotiations to
extend this lease.
As at 31 March 2025 the Group recognised a lease liability under IFRS 16 of
£nil (31 March 2024: £0.07 million) and a right of use asset of £nil (31
March 2024: £0.07 million). The net credit to the Income Statement was £488.
Rental contracts are typically made for fixed periods of six months to four
years but may have extension options.
10. Investment in Associates and Other Financial Assets and
Investments
The Group has the following investments:
2025 2024
Group Group
£'000 £'000
a) Associates
At 1 April 17,275 17,588
Shareholder loan repayments - (291)
Share of associates' profit after tax 2,827 1,050
Share of associates' revaluation (losses) (38) (1,072)
At 31 March 20,064 17,275
The Group's investments in associated companies are accounted for under the
"cost model" under IAS40 whereby the Group's share is held at cost plus its
share of subsequent accumulated profits less dividends received. It comprises
the following:
2025 2024
Group Group
£'000 £'000
Investment in associates
FGC 3,211 2,968
FKR 962 1,090
FCL 676 678
FPL 1,733 -
FOP 13,482 12,539
20,064 17,275
If the Group had adopted the alternative "fair value" model for accounting for
investment properties, the carrying value of the investments in the five
associates would be £20.94 million (31 March 2024: five associates £17.64
million).
2025 2024
Group Group
£'000 £'000
b) Other financial assets and investments
At 1 April 2,623 4,544
Additions - -
Disposals - -
Repayments (695) (456)
Decrease in fair value during the year (258) (1,465)
At 31 March 1,670 2,623
The Group holds four (31 March 2024: four) unlisted investments in funds
managed by it. Each is designated at fair value through "Other Comprehensive
Income" (OCI) as per IFRS 9. The Directors consider their fair value to be not
materially different from their carrying value. Fair value has been calculated
by applying the Group's percentage holding in the investments to the fair
value of their net assets.
11. Goodwill
2025 2024
Group Group
£'000 £'000
At 1 April 153 153
At 31 March 153 153
The Directors have conducted an annual impairment test and concluded that no
impairment was necessary because the estimated value in use was higher than
the value stated.
12. Deferred Tax
Deferred tax assets and liabilities are attributable to the following items:
2025 2025 2025 2024 2024 2024
Group net assets £'000 Group assets £'000 Group liabilities £'000 Group net assets £'000 Group assets £'000 Group liabilities £'000
Accrued interest payable 214 214 - 182 182 -
Accrued income (7) 11 (18) (14) - (14)
Foreign bank loan (590) 147 (737) (539) 153 (692)
Investment properties (2,431) 446 (2,877) (1,817) 496 (2,313)
Other temporary differences 1 299 (298) (49) 161 (210)
At 31 March (2,813) 1,117 (3,930) (2,237) 992 (3,229)
13. Trade and Other Receivables
2025 2024
Group Group
£'000 £'000
Current assets
Trade receivables 1,312 2,077
Less provision for impairment of receivables (109) (220)
Trade receivables (net) 1,203 1,857
Other receivables 1,948 1,804
Prepayments and accrued income 788 484
At 31 March 3,939 4,145
14. Trade and Other Payables
2025 2024
Group Group
£'000 £'000
Current liabilities
Trade payables 1,839 2,040
Other taxation and social security 178 226
Other payables and accruals 631 1,405
Deferred income 95 117
At 31 March 2,743 3,788
15. Financial Liabilities
2025 2024
Group Group
£'000 £'000
Current liabilities
Bank loans 5,143 832
At 31 March 5,143 832
Non-current liabilities
Bank loans 4,307 9,690
At 31 March 4,307 9,690
2025 2024
Group Group
£'000 £'000
Total obligations under bank loans
Repayable within one year 5,143 832
Repayable within one and five years 3,218 6,948
Repayable after five years 1,089 2,742
At 31 March 9,450 10,522
Four bank loans all denominated in Euros and totalling £9.45 million (31
March 2024, four bank loans: £10.52 million), included within financial
liabilities, are secured against investment properties owned by the Group. The
reduction was largely due to capital repayments totalling £0.83 million and a
favourable foreign exchange movement of £0.24 million.
These bank loans are otherwise non-recourse to the Group's assets.
The interest rate profile of the Group's financial liabilities at 31 March
2025 and 31 March 2024 was as follows:
Interest bearing Non- Total
interest
£'000 bearing
£'000 £'000
Bank loans 9,450 - 9,450
Other financial liabilities - 14,917 14,917
At 31 March 2025 9,450 14,917 24,367
Bank loans 10,522 - 10,522
Other financial liabilities - 17,095 17,095
At 31 March 2024 10,522 17,095 27,617
A one percentage point increase in interest rates would increase the annual
interest bill by £0.09 million per annum (2024: £0.11 million).
16. Other Financial Liabilities
2025 2024
Group Group
£'000 £'000
Current liabilities 11,042 12,244
Non-current liabilities 3,875 4,851
2025 2024
Group Group
£'000 £'000
Total obligations under Other Financial Liabilities
Repayable within one year 11,042 12,244
Repayable within one and five years 3,875 4,851
Repayable after five years - -
At 31 March 2025 14,917 17,095
Current liabilities include the balance of £10.04 million (€12 million) in
respect of the purchase in 2021 of a 13,000 square metres office block in
Gdynia, Poland, for which payment was due in June 2024. After the financial
year end the company which owns this property, Fprop Gdynia Sp. Zoo, was
placed into administration following the failure to agree restructuring terms
with its principal creditor. This should have no material impact on the Group
since the value of its investment in the property was matched to the value of
the debt secured against it. The company operated on a breakeven basis so
there should be no material impact on the Group's trading profits. The debt
itself is non-interest bearing and non-recourse to the Group.
During the year Sterling strengthened against the Euro by 2.15% which reduced
the Group's liability in respect of the property by £0.21 million.
Other financial liabilities also includes £4.87 million (PLN 24.40 million)
of deferred consideration for the Group's purchase in 2022 of an additional
32% or 7,141 square metres in Blue Tower, an office building located in
Warsaw. Payment is due in instalments until August 2028. The debt itself is
non-interest bearing and non-recourse to the Group. The next instalment of
£1.00 million is due in August 2025 and the Group intends to make this
payment from retained cash.
During the year to 31 March 2025 Sterling weakened against the Polish Zloty by
0.6% which increased the Group's liability in respect of Blue Tower by £0.04
million.
The preliminary results are being circulated to all shareholders and can be
downloaded from the Company's web-site (www.fprop.com (http://www.fprop.com)
). Further copies can be obtained from the registered office at 32 St James's
Street, London, SW1A 1HD.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR EAAKPFEDSEAARecent news on First Property
See all newsREG - First Property Group - Preliminary results
AnnouncementREG - First Property Group - Notice of Results and Investor Presentation
AnnouncementREG - First Property Group - Holding(s) in Company
AnnouncementREG - First Property Group - Update re subsidiary
AnnouncementREG - First Property Group - Trading update
Announcement