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REG - Leeds Group PLC - Final Results & Notice of AGM

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RNS Number : 0224J  Leeds Group PLC  22 October 2024

Date: 22 October 2024

 

 

Leeds Group plc

("Leeds Group" or "the Group")

Final Results for the year ended 31 May 2024

and Notice of AGM

 

Leeds Group announces its audited final results of the Group for the year to
31 May 2024 and that its Annual General Meeting will be held at 11.30am on 20
November 2024 at the Radisson Blu Hotel, Chicago Avenue, Manchester Airport,
M30 3RA.

 

Strategic Report

 

Chairman's Statement

For many years, Hemmers, the main subsidiary of the Group, had been loss
making and the Directors had looked at all the various options available to
return Hemmers to profitability.  In the end, the Directors believed that
Hemmers, in the long term, was not able to operate as a profitable standalone
entity and that the best interests of Hemmers would be better served as part
of a larger organisation reflecting the general consolidation that is taking
place in the textile market and thereby offering economies of scale in terms
of purchasing and sales. The Directors, therefore, concluded that it was in
the best interests of shareholders to sell Hemmers.

On 26 March 2024, Leeds Group announced that the sale of Hemmers had been
completed. The cash consideration of £501,000 was based on the net book value
of the assets of Hemmers, excluding its three properties, less an agreed
discount.  The Group retained the three properties, through its subsidiary
company LG Nordhorn, and secured an agreement with Hemmers to lease all three
of the properties. However, Hemmers has recently given notice on one of the
properties effective 30 November 2024 and this property is now being marketed
for rental.

Following the sale, Leeds Group was considered to be an AIM Rule 15 cash shell
as it no longer had any substantial trading activities.  Under the AIM Rules,
the Company had six months from the date of sale to either make an
acquisition, which would constitute a reverse takeover under Rule 14 of the
AIM Rules or be re-admitted to trading on AIM as an investing company under
the AIM Rules (which requires the raising of at least £6 million) failing
which its shares would then be suspended from trading on AIM pursuant to Rule
40 of the AIM Rules.  As previously communicated, the Company has not been
able to meet these requirements and therefore, the Company's shares were
suspended from trading on the AIM market on 30 September 2024.  Once
suspended, the Company's shares cannot be traded. The Company's shares will be
automatically cancelled from admission to the AIM market six months from the
date of suspension, should the reason for the suspension not have been
rectified.

 

The Directors have considered other trading platforms to the AIM market
including the AQSE Growth Market. However, an AQSE admission condition was
that the Company had a market capitalisation of a minimum of £2m.
Unfortunately, the Company has a current market capitalisation of £1.7m and,
therefore, the Company is not eligible to apply to the AQSE Growth Market at
present. However, the Directors are considering alternative options so that
shareholders will be able to trade their shares in the future.

 

The Directors will continue to work to secure the best outcome for all
shareholders and maximise the share value for shareholders.

 

Finance and Operating Review

 

Business review

Group Highlights

The Group sold its main trading subsidiary, Hemmers on 26 March 2024. Hemmers
is an international textile business engaged in designing, importing,
warehousing and wholesaling of fabrics from its base in Germany.  The company
had struggled as a standalone business in the last few years and the Directors
believed that the sale was in both the Group and Company's best interests.

 

The cash consideration of £501,000 was based on the net book value of the
assets of Hemmers, excluding its three properties, less an agreed discount.
The Group retained the three properties, through its subsidiary company LG
Nordhorn, and secured an agreement with Hemmers to lease all three the
properties effective 30 November 2024.  However, as Hemmers has recently
given notice to vacate one of the properties, the property is now being
marketed from rental.

 

The effect of the sale was as follows:

                                  £000

 Sale proceeds                   501
 Costs associated with the sale  (685)
 Net book value of net assets    (2,634)

 Loss on sale                    (2,818)

 

Included within the costs associated with the sale are costs associated with
the transfer of the properties to LG Nordhorn of £397,000.

 

Fixed Assets

The net book amount of tangible fixed assets is £5,045,000 which relates to
the freehold warehouse and office buildings in Nordhorn, Germany retained by
the Group following the sale of Hemmers.  The properties are leased back to
its former subsidiary, Hemmers and are regarded as investment properties in
these financial statements.

 

Working Capital and Cash Flow

The Group has loans of £1,704,000 with KSK Bank which are secured on the
properties. The long-term loan of £1,022,000 is secured on the properties and
is payable in monthly equal instalments commencing 15 December 2024 until 15
August 2028. The short-term loan of £682,000 is also secured on the
properties. This is repayable by 25 February 2025; the loan may be repaid
earlier depending on whether the Company receives the proceeds of the German
withholding tax refund of £548,000 or monies expected from the KMR insolvency
of £660,000. The expected distribution from the KMR insolvency still needs to
be confirmed by a German Insolvency Court.

 

The Group monitors its working capital requirements to ensure it operates
within its current banking facilities. During the year, the two major
shareholders (through companies controlled by them) provided bridge financing
loans amounting to €2m to assist with funding costs associated with the sale
of Hemmers. The loans were substantially repaid (€1.9m) by the year end
through securing loans from KSK Bank.

 

Net Asset Value

Net assets decreased in the year by £6,091,000 as follows:

                           Net assets  Per share

                           £000        pence

 At 31 May 2023            10,439      38.2

 Loss after tax            (3,942)         (14.4)
 Foreign currency reserve  (2,149)     (7.9)

 At 31 May 2024            4,348       15.9

 

Principal risks and uncertainties

The Board has identified the main categories of business risk in relation to
the Group's strategic aims and objectives, and has considered reasonable steps
to prevent, mitigate and manage these risks.  The principal risk identified
is as follows:

 

Funding risk

The Group has a combination of a short-term loan and long-term loan both
secured on the Group's freehold premises. The Group remains dependent upon the
support of the funder of these loans.  The Group has close working
relationships with their current funder but believes alternative banking
funders could be secured if required.

 

The Directors consider that there will be sufficient headroom available within
its working capital facility and, therefore, the Directors are of the opinion
that it is appropriate to apply the going concern basis of preparation to the
financial statements.

However, the Directors do recognise that there is a material uncertainty that
may cast significant doubt on the Company's ability to continue as a going
concern, as referred to in Note 1.

 

 

 

 

 

 

 

Section 172 Report

Leeds Group is committed to acting ethically and with integrity throughout all
its business dealings and relationships. It is important to the Company and
its subsidiaries that trusted business relationships are established and
maintained with key stakeholders, customers and suppliers and that it invests
in and supports all its employees equally.

 

The Directors have always acted in accordance with their lawful duties, which
includes their duty to act in good faith to promote the success of the Group
for the benefits of its shareholders, having regard to its stakeholders and
matters set out in Section 172 (1) of the Companies Act 2006.

 

The Directors have regard (among other matters) to the following:

 

(a)    the likely consequences of any decision in the long term;

(b)    the interests of the company's employees;

(c)     the need to foster the company's business relationships with
suppliers, customers and others;

(d)    the impact of the company's operations on the community and the
environment;

(e)     the desirability of the company maintaining a reputation for high
standards of business conduct; and

(f)     the need to act fairly as between members of the company.

 

Section 172 considerations are embedded throughout the decision making of the
Board. Issues, factors and risks which the Directors have considered when
discharging their duty under section 172 (1) are further detailed in the
Chairman's Statement, Directors' Report and Corporate Governance Report
contained within these report and accounts.

 

The two major shareholders are represented as non-executive members on the
Board. The Board recognises the importance of effective and transparent
dialogue with shareholders and ensuring that non-management shareholders
understand and support the Group's strategy and objectives. The Board meet
quarterly on as formal basis, and ad hoc, as necessary, throughout the year.
The Board is more than happy to engage with shareholders at any time and
answer questions they may have.  The AGM is a formal meeting at which to have
this dialogue.

 

The Board looks to ensure the systems, processes and controls established to
manage its businesses to the highest standards. The properties owned by LG
Nordhorn, are managed by Langer ProjektPlus GmbH, an external property
management company. Regular dialogue is maintained with the management
company. Staff employed by Leeds Group are encouraged to discuss any concerns
or issues they may have with their line manager who are always available to
meet staff if necessary.

 

The strategic report was approved by the Board of Directors on 21 October 2024
and signed on its behalf by:

 

 

 

 

 

Jan G Holmstrom

Non-Executive Chairman

 
 
 
 
 
 
 
 
 
 

 
Consolidated Statement of Comprehensive Income
for the year ended 31 May 2024

 

                                                                              Year ended 31 May 2024                                                         Year ended 31 May 2023
                                                                              Discontinued               Continuing                                          Discontinued             Continuing

                                                                              operations                 operations                 Total                    operations               operations                 Total

                                                                              £000                       £000                       £000                     £000                     £000                       £000

 Revenue                                                                      16,752                     76                         16,828                   27,817                   -                          27,817

 Cost of sales                                                                (12,739)                   -                          (12,739)                 (22,383)                 -                          (22,383)
 Gross profit                                                                 4,013                      76                         4,089                    5,434                    -                          5,434
 Distribution costs                                                           (1,127)                    -                          (1,127)                  (2,203)                  -                          (2,203)
 (Loss)/gain on discontinued operations
 Administrative costs

                                                                              (2,818)                    -                           (2,818)                 138                      -                          138

                                                                              (3,073)                    (448)                        (3,521)                (3,820)                  (229)                      (4,049)
 Total administrative costs                                                   (5,891)                    (448)                      (6,339)                  (3,682)                  (229)                      (3,911)
 Other income                                                                 -                          -                          -                        171                      -                          171
 Loss from operations                                                         (3,005)                    (372)                      (3,377)                  (280)                    (229)                      (509)
 Finance expense                                                              (386)                      (41)                       (427)                    (384)                    -                          (384)

 Loss before tax                                                              (3,391)                    (413)                      (3,804)                  (664)                    (229)                      (893)

 Tax (charge)/credit                                                          (138)                      -                          (138)                    53                       -                          53

 Loss for the year attributable to the equity holders of the Parent Company

                                                                              (3,529)                    (413)                      (3,942)                  (611)                    (229)                      (840)
 Other comprehensive (loss)/profit
 Translation differences on foreign operations

                                                                              (19)                       3                          (16)                     102                      -                          102
 Total comprehensive loss for the year attributable to the equity holders of
 the Parent Company

                                                                              (3,548)                    (410)                      (3,958)                   (509)                   (229)                       (738)

 

 

There is no tax effect relating to other comprehensive income/(loss) for the
year. Amounts included in other comprehensive income/(loss) may be
reclassified subsequently as profit or loss.

 

 

Loss per share attributable to the equity holders of the Company

 

                                                 Year ended       Year ended

                                                 31 May 2024      31 May 2023

 Basic and diluted total loss per share (pence)  14.4p            3.1p

 

 

Consolidated Statement of Financial Position
at 31 May 2024

                                           31 May 2024   31 May 2023

                                           £000                                     £000
 Assets
 Non-current assets
 Investment property                       5,045         -
 Property, plant, and equipment            -             6,487
 Right-of-use assets                       -             207
 Intangible assets                         -             46

 Total non-current assets                  5,045         6,740

 Current assets
 Inventories                               -             8,218
 Trade and other receivables               710           3,199
 Other receivables                         548           -
 Cash on demand and on short term deposit  44            234

 Total current assets                      1,302         11,651

 Total assets                              6,347         18,391

 Liabilities
 Non-current liabilities
 Loans and borrowings                      (883)         (544)
 Lease liabilities                         -             (112)

 Total non-current liabilities             (883)         (656)

 Current liabilities
 Trade and other payables                  (295)         (1,353)
 Loans and borrowings                      (821)         (5,502)
 Lease liabilities                         -             (97)
 Provisions                                -             (344)

 Total current liabilities                 (1,116)       (7,296)

 Total liabilities                         (1,999)       (7,952)

 TOTAL NET ASSETS                          4,348         10,439

 

 Capital and reserves attributable to

 equity holders of the Company
 Share capital                         3,279  3,279
 Capital redemption reserve            1,113  1,113
 Foreign exchange reserve              3      2,152
 Retained earnings                     (47)   3,895

 TOTAL EQUITY                          4,348  10,439

 

The financial statements were approved and authorised for issue by the Board
of Directors on 21 October 2024 and were signed on behalf of the Board by:-

 

 

Jan G Holmstrom

Non-Executive Chairman

Consolidated Cash Flow Statement

for the year ended 31 May 2024

 

                                                                                 Year ended        Year ended

                                                                                 31 May 2024       31 May 2023

                                                                                 £000              £000
 Cash flows from operating activities
 Loss for the year                                                               (3,942)           (840)
 Adjustments for:
 Government assistance credit                                                    -                 (59)
 Depreciation of investment property                                             96                -

 Depreciation of property, plant and equipment                                   402               608
 Depreciation of right-of-use assets                                             92                103
 Amortisation of intangible assets                                               5                 6
 Finance expense - interest on other loans                                       36                -

 Finance expense - interest on bank loans                                        385               347
 Finance expense - interest lease liabilities                                    6                 37
 Gain on sale of property, plant and equipment                                   -                 (142)
 Loss on sale of right-of-use assets                                             -                 3
 Loss/(gain) on discontinued operations                                          2,818             (138)
 Tax charge/(credit)                                                             138               (53)

 Cash from/(used in) operating activities before changes in working capital and
 provisions

                                                                                 36                (128)
 Decrease in inventories                                                         265               2,744
 Decrease/(increase) in trade and other receivables                              121               (404)
 Increase/(decrease) in trade and other payables                                 157               (101)

 Cash generated from operating activities                                        579               2,111
 Tax paid                                                                        (686)             (32)

 Net cash flows (used in)/generated from operating activities                    (107)             2,079

 Investing activities
 Purchase of property, plant and equipment                                       (22)              (51)
 Proceeds from the sale of fixed assets                                          86                521

 Net costs from disposal of subsidiary                                           (844)             -

 Net cash (used in)/generated from investing activities                          (780)             470

 Financing activities
 Bank borrowings drawn                                                           1,720             -
 Bank borrowing disposed of                                                      5,535             868
 Bank borrowings repaid                                                          (6,032)           (539)
 Repayment of principal on lease liabilities                                     (92)              (661)
 Repayment of interest on lease liabilities                                      (6)               (37)
 Other interest paid                                                             (36)              -

 Bank interest paid                                                              (385)             (347)
 Government assistance received                                                  -                 59

 Net cash generated from/(used in) financing activities                          704               (657)

 Net (decrease)/increase in cash and cash equivalents                            (183)             1,892
 Translation loss on cash and cash equivalents                                   -                 (3)
 Cash and cash equivalents at the beginning of the year                          234               126
 Cash and cash equivalents disposed of                                           (7)                                 (1,781)

 Cash and cash equivalents at the end of the year                                44                234

 

 

 

Consolidated Statement of Changes in Equity

for the year ended 31 May 2024

 

                                         Share capital  Capital redemption reserve  Foreign exchange reserve  Retained earnings  Total

                                                        £000                            £000                                     equity

                                         £000                                                                 £000

                                                                                                                                      £000

 At 31 May 2022                          3,279          1,113                       2,050                     4,735              11,177

 (Loss) for the year                     -              -                           -                         (840)              (840)

 Other comprehensive income              -              -                           102                       -                   102

 Total comprehensive income/(loss)       -              -                           102                       (840)               (738)

 At 31 May 2023                          3,279          1,113                       2,152                     3,895              10,439

 (Loss) for the year                     -              -                           -                         (3,942)            (3,942)

 Realisation on disposal of subsidiary   -              -                           (2,133)                   -                  (2,133)

 Other comprehensive (loss)              -              -                           (16)                      -                  (16)

 Total comprehensive (loss)              -              -                           (2,149)                   (3,942)            (6,091)

 At 31 May 2024                          3,279          1,113                       3                         (47)               4,348

 

The following describes the nature and purpose of each reserve within equity:

 

 Reserve                      Description and purpose

 Share capital                The nominal value of issued ordinary shares in the Company.

 Capital redemption reserve   Amounts transferred from share capital on redemption of issued shares.

 Treasury share reserve       Cost of own shares held in treasury.

 Foreign exchange reserve     Gains/(losses) arising on retranslation of the net assets of overseas
                              operations into sterling.

 Retained earnings            Cumulative net gains/(losses) recognised in the consolidated statement of
                              comprehensive income after deducting the cost of cancelled treasury shares.

 

Notes

 

1.      Basis of preparation

 

The Group financial statements have been properly prepared in accordance with
UK adopted International Financial Reporting Standards (UK adopted IFRS) and
in accordance with the Companies Act 2006.

 

Going Concern

When considering its opinion about the application of the going concern basis
of preparation of the financial statements to 31 May 2024, the Directors have
given due consideration to:

 

·       The future plans of the Group and the robustness of forecasts
for the next 12 months from the approval of these financial statements, which
return the Group to a modest profit.

·       The financing facilities available to the Group and the
circumstances in which these could be limited or withdrawn.

 

 

Future plans and forecasts

The Group's principal activity is owning and managing a portfolio of
investment properties in Germany through its subsidiary. In making the going
concern assessment, the Board has considered the Group's current financial
position, its ability to meet future rental income targets, and expected
operational expenses, including property maintenance, taxes, and
administrative costs.

 

Forecasts have been prepared for the next 12 months from the approval of these
financial statements which indicate a return to modest profit over that
period. The key assumptions include continued payment of rental income in
accordance with the lease agreements, estimated future costs and the continued
support of lenders. The rental income is deemed to be sufficient to cover the
forecast costs of the Group and the rental agreements are in place until
November 2028. The forecasts also take into account reasonably possible
changes in trading performance and external market factors, including an
assessment of potential risks related to rental income fluctuations, occupancy
rates, and any material changes in property values.

 

Financing facilities

The Parent Company, which has no bank borrowing facilities, is located in the
UK. The property rental business, LG Nordhorn located in Germany has two
loans as follows, repayment terms are set out in note 7:

 

·    A short-term loan of €0.8m (£0.7m) secured on the properties at
Nordhorn.

·    A long-term loan of €1.2m (£1.0m) secured on the properties at
Nordhorn.

 

The Directors consider there will be sufficient operational cash flow
generated within the business and, therefore, the Directors believe that the
Group will continue to operate as a going concern for the next 12 months and
beyond from the approval of these financial statements. The financial
statements have, therefore, been prepared on a going concern basis. However,
the Directors acknowledge that a material uncertainty exists which may cast
significant doubt on the Group's ability to continue as a going concern. This
is in relation to the recoverability of two receivables included in the Group
accounts, the refund of the German withholding tax paid and monies expected
from the KMR insolvency. Should these receivables be received later than
expected, additional financial support from the bank or major shareholder may
be required to facilitate the repayment of debt due within the next 12 months.

 

2.      Dividends

 

The Directors do not recommend the payment of a dividend in 2024 (2023:
£nil).

 

3.      Loss per share

 

                                    Year ended 31 May 2024
 Loss per share                     Discontinued      Continuing

                                        operations        operations               Total

 Numerator
 Total loss for the year              £3,529,000                      £413,000                 £3,942,000
 Denominator
 Weighted average number of shares  27,320,843                    27,320,843                  27,320,843

 Basic and diluted loss per share         12.9p                           1.5p                       14.4p

 

                                    Year ended 31 May 2023
 Loss per share                     Discontinued        Continuing

                                         operations         operations
                                     Total

 Numerator
 Total loss for the year                  £611,000                    £229,000                    £840,000
 Denominator
 Weighted average number of shares    27,320,843                  27,320,843                  27,320,843

 Basic and diluted loss per share          2.2p                           0.8p                       3.1p

 

Since there are no outstanding share options, there is no difference between
basic and diluted earnings per share.

 

 

4.      Discontinued operations

 

Year ended 31 March 2024

On 26 March 2024, the sale of Hemmers was completed. The effect of the sale is
as follows:

 

                                          Hemmers balance sheet at completion date  Sale      IFRS    Total

                                          £000                                      costs     adj

                                                                                    £000      £000     £000

 Sale proceeds                            -                                         501       -       501

 Costs associated with the sale           -                                         (1,345)   -       (1,345)
 Fixed assets                             (873)                                     -         (115)   (988)
 Current assets less current liabilities  (9,424)                                   660       -       (8,764)
 Finance lease liability                  -                                         -         117     117
 Foreign currency reserve                 2,133                                     -         -       2,133
                                          (8,164)                                   (685)     2       (8,847)

 Cash                                     (7)                                       -         -       (7)
 Loan                                     5,535                                     -         -       5,535
 Net cash effect                          5,528                                     -         -       5,528

 (Loss)/profit on sale                    (2,636)                                   (184)     2       (2,818)

 

There are no contingent warranties that need to be included in these financial
statements.

 

As part of the sale, the properties held by Hemmers at Nordhorn in Germany
were transferred to LG Nordhorn and retained within the Group as an investment
property. Hemmers have entered into lease agreements to lease back the
properties.

 

Year ended 31 March 2023

On 7 October 2022, the German Courts accepted Hemmers' management decision to
place its subsidiary KMR into an insolvency process.  The insolvency process
is ongoing although full control passed to the insolvency administrator on 1
January 2023 and at that point KMR ceased to be a subsidiary within the Group.
The gain has arisen due to the assets being transferred to the insolvency
administrator and any IFRS adjustments reversed. There was no tax impact on
the gain which arose on transfer.

 

                                          KMR balance sheet at insolvency date  IFRS adj  Total

                                          £000

                                                                                £000       £000

 Fixed assets                             (136)                                 133       (3)
 Current assets less current liabilities  254                                   (213)     41
 Finance lease liability                  -                                     1,360     1,360
 Provision                                -                                     (347)     (347)
                                          118                                   933       1,051

 Cash                                     (1,781)                               -         (1,781)
 Loan                                     868                                   -         868
 Net cash effect                          (913)                                 -         (913)

 (Loss)/gain on transfer                  (795)                                 933       138

 

 

 

 

 

 

 

 

Cash flows (used in)/generated from discontinued operations

                                                          Year ended        Year ended

                                                          31 May 2024       31 May 2023

                                                          £000              £000

 Net cash generated from operating activities             32                2,090

 Net cash (used in)/generated from investing activities   (780)             470
 Net cash generated from/(used in) financing activities   745               (657)

  Net cash flows for the year                             (3)               1,903

 

5.      Segmental information

 

The discontinued operations relate to the previous textile trading segment and
the continuing operations relate to the investment rental operation. The
following tables set out a segmental analysis of the Group's operations.

 

 Year ended 31 May 2024  Discontinued                        Continuing

                         operations                          operations                             Total

                         £000                                £000                                   £000

 External revenue           16,752                                  76                              16,828
 Cost of sales              (12,739)                                -                                (12,739)

 Gross profit            4,013                               76                                     4,089
 Distribution costs         (1,127)                                 -                                  (1,127)
 Admin expenses          (5,891)                                (448)                                  (6,339)

 Operating loss          (3,005)                             (372)                                     (3,377)
 Finance expense                        (386)                                 (41)                              (427)

 Loss before tax         (3,391)                             (413)                                    (3,804)

 

 

 At 31 May 2024     Discontinued      Continuing

                    operations        operations   Total

                    £000              £000            £000

 Total assets       -                 6,347        6,347
 Total liabilities  -                  (1,999)      (1,999)

 Total net assets   -                 4,348        4,348

 

 Year ended 31 May 2023  Discontinued      Continuing

                         operations        operations      Total

                         £000              £000            £000

 External revenue           27,817                -            27,817
 Cost of sales              (22,383)              -         (22,383)

 Gross profit            5,434                    -            5,434
 Distribution costs         (2,203)               -           (2,203)
 Admin expenses          (3,682)              (229)           (3,911)
 Other income            171                      -           171

 Operating loss          (280)              (229)             (509)
 Finance expense               (384)       -                    (384)

 Loss before tax         (664)             (229)              (893)

 

 At 31 May 2023     Discontinued operations  Continuing

                                             operations     Total
                    £000                     £000         £000

 Total assets       12,860                   5,531        18,391
 Total liabilities   (7,852)                  (100)        (7,952)

 Total net assets   5,008                    5,431        10,439

 

6.      Other receivables

 

                                 31 May 2024  31 May 2023

                                 £000         £000

 Other receivables               548          -

 Other receivables               548          -

 

Other receivables comprise the expected German withholding tax refund of
£548,000.

 

7.      Loans and borrowings

 

The book value of loans and borrowings are as follows:

                             31 May 2024  31 May 2023

                             £000         £000

 Current
 Secured bank loans          821          5,502
 Non - current
 Secured bank loans          883          544

 Total loans and borrowings  1,704        6,046

 

The carrying values are considered to be a reasonable approximation of fair
value.

 

Current loans and borrowings

At 31 May 2024 current loans and borrowings of £821,000 (2023: £5,502,000)
comprise short term loans of £682,000 (2023: £5,201,000) and instalments due
on long term loans of £139,000 (2023: £301,000). The interest rate on the
short-term loan is 5.93% (2023: £1.5% to 3%) and the loan is secured on
properties at Nordhorn, Germany as are the long-term loans.  The short-term
loan is repayable by 28 February 2025.

 

Non-current loans and borrowings

The Group's loans and borrowings are denominated in Euros, and their principal
terms were as follows:

 

         Fixed           Repayment                                          Final repayment date  31 May 2024  31 May 2023

         Interest rate   profile                                                                  £000         £000

 Loan 1  1.65%           Equal quarterly instalments                        September 2025        -            358
 Loan 2  1.05%           Equal quarterly instalments                        March 2026            -            186
 Loan 3  4.10%           Equal quarterly instalments from 15 December 2025  August 2028           883          -

 Non-current loans                                                                                883          544

 

 

 

 

 

 

8.            Other information

 

The financial information in this financial results announcement has been
prepared by the Directors using the recognition and measurement principles of
United Kingdom adopted International Financial Reporting Standards ("UK
adopted IFRS"). The financial information for the year ended 31 May 2024 does
not constitute the statutory accounts of the Company for 2023 and 2024 but are
extracted from the audited accounts.

 

The statutory accounts for the year ended 31 May 2024 and 31 May 2023 have
been reported on by MHA, Statutory Auditor. The Independent Auditor's Report
on the Annual Report and Financial Statements for both 2024 and 2023 was
qualified and did not draw attention to any matters by way of emphasis. Both
the Financial Statements for 2024 and 2023 did not contain a statement under
498(2) or 498(3) of the Companies Act 2006.

 

·      The Independent Auditor's Report on the Annual Report and
Financial Statements for the year ended 31 May 2024 was qualified on the basis
that they were unable to obtain sufficient appropriate audit evidence to
verify the recoverability of the monies expected from the KMR insolvency of
£660,000 included in trade receivables in the balance sheet.

 

·      The Independent Auditor's Report on the Annual Report and
Financial Statements for the year ended 31 May 2023 was qualified on the basis
that they were unable to obtain sufficient audit evidence in respect of the
subsidiary KMR and its performance, as stated within the Consolidated
Statement of Comprehensive Income under discontinued operations.

 

In auditing the financial statements for the year ended 31 May 2024, the Group
Auditors have concluded that the Directors' use of the going concern basis of
accounting in the preparation of the financial statements is appropriate.
However, the Independent Auditor's Report draws attention to note 2 in the
Group financial statements (note 1 above) which states that the Group and
Parent Company's operational existence is dependent on the recovery of German
withholding tax and monies due back from the KMR insolvency. The impact of
this together with other matters indicate that a material uncertainty exists
that may cast significant doubt on the Group's ability to continue as a going
concern. The auditor's opinion not modified in respect of this matter. An
extract from the Independent Auditor's Report is set out below:

 

We draw your attention to Note 2 in the financial statements which indicates
that the Group and Parent Company's operational existence is dependent on the
recovery of German withholding tax and monies due back from the KMR
liquidator. Should these receivables become overdue or be received late,
additional financial support may be required to facilitate the repayment of
debt due within the next 12 months. The impact of this together with other
matters set out in the note, indicate that a material uncertainty exists that
may cast significant doubt on the Group's ability to continue as a going
concern. Our opinion is not modified in respect of this matter.

 

In auditing the financial statements, we have concluded that the Directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the Directors'
assessment of the Group and Parent Company's ability to continue to adopt the
going concern basis of accounting included:

 

Our evaluation of the Directors' assessment of the Group's and the Parent
Company's ability to continue to adopt the going concern basis of accounting
included:

 

·       The consideration of inherent risks to both the Group's and the
Parent Company's operations and specifically their business model.

·       The evaluation of how those risks might impact on the Group's
available financial resources.

·       Review of the mathematical accuracy of the cashflow forecast
model prepared by management and corroboration of key inputs and assumptions
to supporting documentation for consistency of assumptions used with our
knowledge obtained during the audit.

·       Challenging management for reasonableness of assumptions in
respect of the timing and quantum of cash receipts and payments included in
the cash flow model.

·       Holding discussions with management regarding future financing
plans, corroborating these where necessary and assessing the impact on the
cash flow forecast.

·       Review of the Group's external debt exposure to determine if
any future repayments have been included within the Group's cash flow
projections.

·       Holding discussions with management and completing reviews of
any events after the reporting period to identify if these may impact on the
Group's ability to continue as a going concern.

 

The statutory accounts for the year ended 31 May 2023 have been filed with the
Registrar of Companies. The statutory accounts for the year ended 31 May 2024
will be delivered to the Registrar of Companies following the Annual General
Meeting. The Annual Report and Financial Statements giving notice of the 2024
Annual General Meeting, have been today published on the Group's website at
www.leedsgroup.plc.uk (http://www.leedsgroup.plc.uk) and have been sent to
those shareholders who have elected to receive a hard copy of the Annual
Report and Financial Statements by the post.

 

                The Annual General Meeting will be held at
11.30am on 20 November 2024 at the Radisson Blu Hotel, Chicago Avenue,
Manchester Airport, M30 3RA.

 

 

 

 

This announcement contains inside information for the purposes of the UK
Market Abuse Regulation and has been arranged for release by Jan G Holmstrom,
Non-Executive Chairman. The Directors of the Company are responsible for the
release of this announcement.

 

 

 

 

 

Enquiries:

 

 

 Leeds Group plc                                Tel:  01937 547877

 Dawn Henderson
 Cairn Financial Advisers LLP                   Tel:  020 7213 0880

 Nominated Adviser

 Sandy Jamieson / Liam Murray / James Western

 

 

 

 

Note:

Certain statements made in this announcement are forward-looking statements.
These forward-looking statements are not historical facts but rather are based
on the Company's current expectations, estimates, and projections about its
industry; its beliefs; and assumptions. Words such as 'anticipates,'
'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar
expressions are intended to identify forward-looking statements. These
statements are not a guarantee of future performance and are subject to known
and unknown risks, uncertainties, and other factors, some of which are beyond
the Company's control, are difficult to predict, and could cause actual
results to differ materially from those expressed or forecasted in the
forward-looking statements. The Company cautions security holders and
prospective security holders not to place undue reliance on these
forward-looking statements, which reflect the view of the Company only as of
the date of this announcement. The forward-looking statements made in this
announcement relate only to events as of the date on which the statements are
made. The Company will not undertake any obligation to release publicly any
revisions or updates to these forward-looking statements to reflect events,
circumstances, or unanticipated events occurring after the date of this
announcement except as required by law or by any appropriate regulatory
authority.

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.   END  FR FLFSRIVLLFIS

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