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REG - Palace Capital PLC - Interim Results

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RNS Number : 4575T  Palace Capital PLC  15 November 2023

 

15 November 2023

Palace Capital plc

("Palace Capital" or the "Company")

Interim Results for the six months ended 30 September 2023

FOCUSED ON MAXIMISING CASH RETURNS TO SHAREHOLDERS

Palace Capital (LSE: PCA) announces its unaudited results for the six months
ended 30 September 2023.

Steven Owen, Executive Chairman, commented:

"We continue to make good progress in achieving disposals at values ahead of
book enabling us to further reduce debt and leverage as we deliver on our
strategy of maximising cash returns to shareholders. Proactive balance sheet
management ensures Palace Capital is in a strong financial position, with net
debt currently at £7.7 million and leverage at 6.5%, both having been reduced
since the period end. This provides the Company with the flexibility and
optionality regarding the timing of future disposals and other strategic
initiatives, including various options for returning capital to shareholders.
The results below reflect the disposals strategy.

"At an operational level, the Company continues to make good progress with its
asset management activities notwithstanding the difficult and uncertain
conditions in financial and property markets.

"Since July 2022, we have returned £21.9 million of capital to shareholders
through share buybacks. It is expected that further progress regarding
disposals and options for returning capital, including a potential tender
offer, will be announced in a Trading Update during the first quarter of
2024."

 Income Statement metrics                    Six months to  Six months to  Change
                                             30 Sept 2023   30 Sept 2022
 Adjusted profit before tax                  £2.3m          £3.5m          -34.3%
 Adjusted earnings per share                 5.5p           7.9p           -30.4%
 EPRA earnings                               £2.2m          £2.1m          +4.8%
 IFRS loss before tax                        (£0.2m)        (£12.4m)
 Basic earnings per share                    (0.4p)         (27.4p)
 Dividends
 Total dividend paid per share               7.5p           7.0p           +7.1%
 Balance Sheet and operational metrics       30 Sept 2023   31 March 2023  Change
 EPRA NTA per share                          294p           296p           -0.7%
 Net asset value                             £110.0m        £128.5m        -14.4%
 Like-for-like portfolio valuation decrease  (4.4%)         (18.6%)
 EPRA occupancy rate                         87.6%          87.7%
     Debt
 Loan to value                               9%             31%
 Total drawn debt                            £20.2m         £64.3m         -68.6%
 Average cost of debt                        5.4%           5.8%           -40bps
 Average debt maturity                       1.6 years      2.0 years

 

Financial highlights

·    Adjusted profit before tax of £2.3 million (September 2022: £3.5
million) reflecting the reduction in income following disposals

·      IFRS loss before tax for the period of £0.2 million (September
2022: £12.4 million loss) primarily due to the valuation deficit of £5.6
million offset by the profit on property disposals of £3.5 million

·      Adjusted EPS of 5.5 pence (September 2022: 7.9 pence)

·      7.5 pence per share of dividends paid, an increase of 7.1%
(September 2022: 7.0p)

·      Completed £15.2 million of share buybacks in the period, an 8.0
pence per share accretion to EPRA NTA

·     EPRA NTA per share of 294 pence reduced by 0.7% (March 2023: 296
pence) and IFRS net assets of £110.0 million (March 2023: £128.5 million)

·      Investment property portfolio valuation reduced by 4.4% on a
like-for-like basis

·      Portfolio ERV growth over the half year was 2.6% on a like-for-like
basis

·      LTV of 9% at 30 September 2023 (March 2023: 31%), which has reduced
further post period-end to 6.5%

·      Gross debt reduced by £44.1m or 68.6% in the period to £20.2
million (March 2023: £64.3 million). Gross debt reduced by a further £6.2
million post period-end to £14.0 million

Operational highlights

·      In the period to 30 September 2023, sale of 12 investment
properties for £66.9 million, 7% ahead of the 31 March 2023 book value

·      Post period end, a further three investment properties have been
sold for £6.4 million, bringing the total sales year to date to £73.3
million, 6% ahead of the March 2023 book value

·      Apartment sales at Hudson Quarter, York, have been slower,
reflecting the wider housing market but continue to progress. A further six
apartments have been sold since 31 March 2023 for a total of £2.6 million,
with aggregate proceeds of the 109 units sold totalling £40.1 million. Since
30 September two units are under offer for £1.2 million, leaving 16 units
remaining

·      Portfolio WAULT resilient at 4.9 years (March 2023 4.8 years)

·     An additional £1.1 million of annualised net rental income was
created during the half year through leasing and review activity and the
associated reduction in non-recoverable property costs which was, on average
3% ahead of the 31 March 2023 ERVs.  Annualised net rental income lost from
lease expiries and breaks totalled £0.5 million resulting in a net additional
annualised increase of £0.6 million from active asset management activity.
Net rental income lost following disposals totalled £4.2 million per annum
resulting in a net loss in annualised net rental income of £3.6 million

·      Rent collection for the first half of the financial year was 99%
(31 March 2023: 99%)

·      EPRA occupancy remains stable at 87.6% (31 March 2023: 87.7%)

·      Total Property Return of 2.4%, outperforming the MSCI UK Quarterly
Property Index benchmark performance of -0.5%.

Palace Capital plc
Steven Owen, Executive Chairman
info@palacecapitalplc.com (mailto:info@palacecapitalplc.com)

Financial PR
FTI Consulting
Dido Laurimore / Giles Barrie
Tel: +44 (0)20 3727 1000
palacecapital@fticonsulting.com (mailto:palacecapital@fticonsulting.com)

Cautionary Statement

This announcement does not constitute an offer of securities by the Company.
Nothing in this announcement is intended to be, or intended to be construed
as, a profit forecast or a guide as to the performance, financial or
otherwise, of the Company or the Group whether in the current or any future
financial year. This announcement may include statements that are, or may be
deemed to be, ''forward-looking statements''. These forward-looking statements
can be identified by the use of forward-looking terminology, including the
terms ''believes'', ''estimates'', ''anticipates'', ''expects'', ''intends'',
''plans'', ''target'', ''aim'', ''may'', ''will'', ''would'', ''could'' or
''should'' or, in each case, their negative or other variations or comparable
terminology. They may appear in a number of places throughout this
announcement and include statements regarding the intentions, beliefs or
current expectations of the directors, the Company or the Group concerning,
amongst other things, the operating results, financial condition, prospects,
growth, strategies and dividend policy of the Group or the industry in which
it operates. By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on circumstances that
may or may not occur in the future and may be beyond the Company's ability to
control or predict. Forward-looking statements are not guarantees of future
performance. The Group's actual operating results, financial condition,
dividend policy or the development of the industry in which it operates may
differ materially from the impression created by the forward-looking
statements contained in this announcement. In addition, even if the operating
results, financial condition and dividend policy of the Group, or the
development of the industry in which it operates, are consistent with the
forward-looking statements contained in this announcement, those results or
developments may not be indicative of results or developments in subsequent
periods. Important factors that could cause these differences include, but are
not limited to, general economic and business conditions, industry trends,
competition, changes in government and other regulation, changes in political
and economic stability and changes in business strategy or development plans
and other risks.

 

Other than in accordance with its legal or regulatory obligations, the Company
does not accept any obligation to update or revise publicly any
forward-looking statement, whether as a result of new information, future
events or otherwise.

 

EXECUTIVE CHAIRMAN'S STATEMENT

Update on delivery of strategic objectives

At our Full Year results announced in June, it was noted that the year ahead
was likely to be further affected by continuing macroeconomic and
geo-political uncertainty although the inflation outlook in the UK was
expected to improve. Increased interest rates continue to adversely impact the
commercial property market in relation to general investment activity,
although the Company has had an active first half, disposing of £66.9 million
of investment properties at 7% above the 31 March 2023 valuation. This
includes the office building in Maidenhead sold after the Trading Update of 26
July 2023 for £9.0 million, 9.7% ahead of the March 2023 valuation.

Since 30 September 2023, three investment properties have been sold for £6.4
million, 2% above the March 2023 valuation: the long leasehold interest of a
residential block at HQ York for £1.5 million; Bank House, Leeds, for £2.65
million: and Princeton House, Farnborough, for £2.28 million. These take
total investment property sales in the year to date to £73.3 million, which
is 6% above the March 2023 valuation.

Unsurprisingly, activity in relation to residential sales at Hudson Quarter,
York, has been more muted with a further six apartment sales completed during
the half year period for £2.6 million and since 30 September two units are
under offer for £1.2 million, leaving 16 units remaining.

 

Total investment properties sold since the change of strategy in July 2022
amount to £84.4 million or £94.5 million including residential apartments.

Operationally, the business remains robust. The team has been proactive in
implementing asset management plans to increase income and reduce void costs
with lettings, renewals and rent reviews on average 3% ahead of the 31 March
2023 estimated rental values. During the first half, 14 lease events
comprising five new lettings, three lease renewals and six rent reviews were
completed across 129,000 sq ft of space providing £0.8 million of additional
annualised income. Including the associated reduction in non-recoverable
property costs of £0.3 million, an additional £1.1 million of annualised net
rental income was created during the first half.

There were two key lettings during the period:

Firstly, at 2 St James' Gate, Newcastle, where Orega, a premium, flexible,
serviced office workspace provider, entered into a 15 year management
agreement to take the second and third floors totalling 22,500 sq ft of the
seven storey, 82,500 sq ft building. Following a comprehensive refurbishment,
which is currently underway, the operation is expected to open shortly,
providing c.400 workstations. This letting significantly increased the
occupancy at the property, taking it from 65% as at 31 March 2023 to 88% as at
30 September 2023 and, together with the letting to Softcat plc in December
2022, are the first two major lettings at St James' Gate since the property
was acquired in 2017.

Secondly, at Broad Street Plaza, Halifax, where Calderdale and Huddersfield
NHS Foundation Trust entered into a new 15 year lease and took an additional
6,000 sq ft unit increasing their occupation to over 27,000 sq ft. The new
rent on the combined space is over £14 psf and is 41% higher than the March
2023 ERV. The NHS now accounts for over 16% of the net income from the
property and we believe that the letting was the key reason why the property
increased in value as at September 2023 compared with March 2023.

In terms of managing our own costs, Palace Capital continues to reduce its
level of administrative expenses in line with its strategy, with measures
implemented in the period saving £0.5 million and £0.9 million in the year
to date. This includes reducing headcount and relocating its head office to a
smaller office in Victoria, London on expiry of its current lease term on 1
December 2023. Annual occupancy costs of the Company's new premises will be
£0.25 million lower than those of its former offices in Bury Street, SW1.

During the half year period, the Company purchased 6.2 million shares for
£15.2 million, contributing an additional 8.0 pence to EPRA NTA. Since July
2022, cash returned to shareholders through the share buyback programmes to
date totals £21.9 million.

 

Overview of results

The Group's adjusted profit before tax reduced to £2.3 million (September
2022: £3.5 million) as a result of income lost through disposals. Investment
property sales during the half year period totalled £66.9 million, which
realised a profit of £3.4 million (September 2022: £0.9 million). Trading
profits from the sale of residential units realised a profit of £0.1 million
(September 2022: £0.1 million).

The whole portfolio was independently valued by CBRE as at 30 September 2023
at £124.5 million, a reduction of 4.4% on a like-for-like basis. The
valuation deficit of £5.6 million equates to 13.5 pence per share.

The investment portfolio (excluding residential properties held as trading
properties) was valued at £115.2 million and a net initial yield (NIY) of
8.1%. Within the investment portfolio the office and leisure assets, which
comprise 84% of the portfolio, were valued at NIYs of 7.4% and 11.0%
respectively.

The ERVs used by the valuers were, on the whole portfolio, 2.6% higher on a
like-for-like basis than as at 31 March 2023. Within the portfolio the ERV
growth for the office and leisure assets was 2.1% and 5.1% respectively.

EPRA NTA decreased by 2.0 pence per share or 0.7% to 294 pence (March 2023:
296 pence) during the period, principally as a result of the revaluation
deficit of £5.6 million or 13.5 pence per share offset by the 8.0 pence per
share share buyback accretion and the profit from the disposal of investment
properties, which contributed 8.2 pence per share. The excess of dividends
paid per share over adjusted earnings per share was -2.0 pence per share and
other items, principally the denominator effect of the reduced number of
shares at period end compared with the average for the period, was -2.7 pence
per share.

The Group's balance sheet remains strong with cash reserves of £8.9 million
as at 30 September 2023. Gross debt reduced by 68.6% in the period to £20.2
million (March 2023: £64.3 million), which has resulted in the loan to value
ratio reducing to 9% (March 2023: 31%). Since the half year end, gross debt
has reduced by a further £6.2 million and proforma LTV has reduced to 6.5%.

Directorate Change

Today, the Company has announced further progress in the delivery of its
strategy to focus on maximising cash returns to shareholders. In light of
this, Matthew Simpson, CFO and the Board have agreed that now is the right
time for Matthew to step down as a Director and from the Board. The Company's
financial circumstances (including cancellation of bank facilities and reduced
portfolio size) mean that the CFO role is significantly reduced and therefore
no longer requires the level of expertise and skillset that Matthew
contributes.

Matthew's CFO report is contained within this Half Year Report below.

Going forward, the financial operations of the Company will be managed by the
Financial Controller and Financial Planning Analyst with operational oversight
by myself as Executive Chairman and by the Audit and Risk Committee on behalf
of the Board. After a short handover, Matthew will leave the Company at the
end of this month.

Matthew leaves with the Board's best wishes and gratitude for his eight years
with the Company, latterly as CFO and prior to that as Financial Controller.
He has supported the Board in reshaping the Company over the last sixteen
months including returning cash to shareholders and reducing bank debt.

Dividend

The Group increased its paid dividends by 7.1% to 7.5 pence per share
(September 2022: 7.0 pence per share) in relation to the period ended 30
September 2023. The Company has declared an interim dividend of 3.75 pence per
share which will be paid on 29 December 2023 as a Property Income Distribution
(PID). The record date will be 24 November 2023.

As previously reported, the dividend policy is that the current level of
dividend is expected to be maintained and paid from adjusted profits including
trading profits. As the portfolio has been significantly repositioned and cash
returned to shareholders in the last 12 months, if this level of dividend
cannot be achieved then, as a minimum, the dividend payment is expected to be
set at the Property Income Distribution (PID) level.

AGM update

In line with best practice recommendations, the Company provides an update on
communication with shareholders on issues where there were significant votes
against a resolution at the AGM. In relation to the votes for the resolution
seeking approval of my own re-election, 77% of votes cast at the AGM were in
favour of the resolution. Mark Davies, Senior Independent Director contacted a
major shareholder who had voted against the resolution. That shareholder
subsequently confirmed that this had been an administrative error and that
they had intended to vote in favour of the resolution, as they had done with
all of the other resolutions proposed. Had this been correctly cast, the votes
in favour of the resolution would have been 91% instead of the 77% recorded.

We continue to communicate with our major shareholders on significant issues
affecting the Company and welcome constructive dialogue.

General Meeting

The Company has successfully used share buybacks as one method of returning
capital to shareholders. Accordingly, further authority is sought for the
Company to acquire its own shares, having fully utilised the authority for the
market purchase of its own shares previously provided by shareholders at the
AGM held on 26 July 2023. The Company will hold a General Meeting to consider
this resolution with the General Meeting being held in person at the offices
of CMS Cameron McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon Street,
London EC4N 6AF at 1.00 p.m. on Monday 4 December 2023. The number of shares
subject to the proposal is 5,634,044 shares representing approximately 15% of
the issued ordinary share capital of the Company as at 14 November 2023. Full
details are contained in the Notice of General Meeting which will shortly be
available on the Company's website www.palacecapitalplc
(http://www.palacecapitalplc) .com. The Company is utilising the authority
provided by shareholders at the 2023 AGM to hold a general meeting on a
shorter timescale of 14 clear days' notice to provide the Company with the
appropriate flexibility, which is considered by the Directors to be in the
best interests of the Company.

Outlook

The commercial property market remains challenging but the disposals in the
current financial year to date represent a further significant step forward in
reducing debt and leverage and demonstrate continued progress in our strategy
of maximising cash returns to shareholders. The Company is in a strong
financial position and its current low leverage of 6.5% provides it with the
flexibility and optionality regarding the timing of further disposals and
other strategic initiatives, including various options for returning capital
to shareholders.

At an operational level, the Company continues to make good progress with its
asset management activities notwithstanding the difficult and uncertain
conditions in financial and property markets.

It is expected that further progress regarding disposals and options for
returning capital, including a potential tender offer, will be announced in a
Trading Update during the first quarter of 2024.

 

Steven Owen

Executive Chairman

CHIEF FINANCIAL OFFICER'S REPORT

Financial Overview

The Company's adjusted profit before tax reduced by 34.3% to £2.3 million
(September 2022: £3.5 million) and EPRA NTA per share by 0.7% to 294 pence
(March 2023: 296 pence). Against a backdrop of economic uncertainty, Palace
Capital continued to deliver at an operational level, by reducing gross debt
in a rising interest rate environment and making continued progress in
reducing administration costs. In line with the strategy of returning capital
to shareholders, the Company has increased the dividend paid by 7.1% in the
period compared with the previous half year and completed £15.2 million of
share buybacks in the period, which was accretive to EPRA NTA by 8.0 pence per
share. The summary of the Company's financial results are as follows:

Income Statement Summary

 

 Income Statement                                           30 Sept 2023  30 Sept 2022
                                                            £m            £m
 Gross property income (excluding ECL provision)            6.9           8.7
 Property operating expenses                                (1.5)         (1.3)
 Expected Credit Loss provision                             -             (0.1)
 Net property income (excluding trading profit)             5.4           7.3
 Recurring administration expenditure                       (1.7)         (2.0)
 Finance income                                             0.2           -
 Finance costs                                              (1.6)         (1.8)
 Adjusted profit before tax                                 2.3           3.5
 Tax                                                        -             0.1
 Adjusted profit after tax                                  2.3           3.6
 Payments to former Directors (including associated costs)  -             (1.4)
 Share based payments                                       (0.1)         (0.1)
 EPRA earnings                                              2.2           2.1
 Loss on revaluations                                       (5.6)         (15.6)
 Trading profit                                             0.1           0.1
 Profit on disposal of investment properties                3.4           0.9
 Change in fair value of interest rate derivatives          -             0.2
 Debt termination costs                                     (0.3)         -
 IFRS earnings                                              (0.2)         (12.3)

 

Net property income in the period reduced to £5.4 million (September 2022:
£7.3 million) as result of the twelve investment property disposals in the
period, which were 7% ahead of the 31 March 2023 book value. Property
operating expenses have risen by £0.2 million as a result of inflationary
pressures on service charge and insurance costs on our void units. Rent
collection has remained consistently high at 99% throughout the period.

The Company has continued to reduce its cost base, with annualised cost
savings of £0.5 million in the period and £0.9 million in the year to date.
As a result of cost savings implemented in the prior year of £1.4 million,
total savings for FY23 and FY24 to date are £2.3 million.  Recurring
administrative costs reduced by 15% to £1.7 million (September 2022: £2.0
million) for the period

Finance costs have reduced by 11.1% or £0.2 million to £1.6 million
(September 2022: £1.8 million) following the significant reduction in our
debt in the period, despite the increases in Bank of England base rates.

EPRA NTA Movement

EPRA NTA decreased by 2 pence per share or 0.7% to 294 pence (March 2023: 296
pence) during the period. The revaluation deficit of £5.6 million or 13.5
pence per share reduced EPRA NTA as a result of a 4.4% like-for-like reduction
in the property portfolio. This was offset by the £15.2 million of shares
purchased through the share buyback programme in the period, which was
accretive by 8.0 pence per share, and the profit from the disposal of
investment properties which contributed 8.2 pence per share. These disposals
were 7% ahead of the 31 March 2023 book value.

Adjusted earnings before tax of £2.3 million increased EPRA NTA by 5.5 pence
per share, this was offset by the dividends paid in the period of 7.5 pence
per share. Hudson Quarter trading profit (net of fair value adjustment to
trading properties) increased EPRA NTA by 0.1 pence per share, whilst other
movements contributed to a reduction of 2.8 pence per share.

                                                         £m         No. of shares   (diluted)         Pence       per share
 EPRA NTA at 31 March 2023                   129.3                  43,728,212                  296.0p
 Share buyback                               (15.2)                 (6,160,000)                 8.0p
 EPRA NTA after share buyback                114.1                  37,568,212                  304.0p
 Profit on sale of investment properties     3.4                                                8.2p
 Adjusted earnings before tax                2.3                                                5.5p
 Hudson Quarter trading profit               0.1                                                0.4p
 Loss on revaluation of investment property  (5.6)                                              (13.5p)
 Cash dividends paid                         (3.2)                                              (7.5p)
 Fair value adj. of trading properties       (0.1)                                              (0.3p)
 Other movements*                            (0.4)                  (8,259)                     (2.8p)
 EPRA NTA at 30 September 2023               110.6                  37,559,953                  294.0p

*Other movements include debt termination costs, shares purchased by EBT, the
denominator effect of the reduced number of shares at period end compared with
the average for the period and the effect of rounding.

FINANCING

The Company has made further significant progress in reducing its drawn debt
which has been reduced by £44.1 million, or 68.6% to £20.2 million (March
2023: £64.2 million). This includes the repayment of the Santander and Lloyds
debt facilities, which had drawn debt at 31 March 2023 of £11.8 million and
£6.8 million respectively. The repayment of these two facilities enabled the
release from charge of £34.0 million of property, giving the Group further
flexibility and optionality regarding the timing of the sales of such
properties.

The Company prioritises the efficient use of its capital, and the £44.1
million reduction in debt has resulted in an LTV of 9% at 30 September 2023
(March 2023: 31%) and reduced our average cost of debt to 5.4% (March 2023:
5.8%). The Company has remained compliant with all covenants on its bank
facilities in the period.

At 30 September 2023 cash and net debt was £8.9 million (March 2023: £5.5
million) and £11.3 million (March 2023: £58.8 million) respectively, with
the disposal proceeds from Hudson Quarter residential sales continuing to
enhance cash reserves, as this cash is unfettered and free from bank debt.

Since 30 September 2023, the Company has repaid a further £6.2 million of
drawn debt, resulting in a net debt of £7.7 million and an LTV of 6.5%. This
includes the full repayment of the NatWest term loan and the cancellation of
the undrawn Revolving Credit Facility of £20.0 million.

Set out below is a table showing the movement in drawn debt during the year:

 

                                   £m
 Drawn debt at 31 March 2023       64.3
 Repayment of debt from disposals  (43.2)
 Amortisation of loans             (0.9)
 Drawn debt at 30 September 2023   20.2
 Repayment of debt from disposals  (5.9)
 Amortisation of loans             (0.3)
 Drawn debt at 14 November 2023    14.0

 

At 30 September 2023 we held £8.4 million of fixed rate debt (March 2023:
£8.6 million) which was 42% of overall drawn debt (March 2023: 13%), as shown
in the table below:

DEBT AT 30 SEPTEMBER 2023

                  Fixed  Floating  Total drawn  Years to
                  £m     £m        £m

                                                maturity
 Barclays         -      5.9       5.9          0.7
 NatWest          -      5.9       5.9          0.9
 Scottish Widows  8.4    -         8.4          2.8
                  8.4    11.8      20.2         1.6

 

Following the repayment of the NatWest facility the percentage of fixed rate
debt has increased to 60% from 42%.

The Company's key debt metrics are summarised in the table below:

DEBT METRICS

                          30 September  31 March

                          2023          2023
 Net loan to value ratio  9%            31%
 Debt drawn               £20.2m        £64.3m
 Total fixed debt         £8.4m         £8.6m
 Average cost of debt     5.4%          5.8%
 Average debt maturity    1.6yrs        2.0yrs
 NAV gearing              10%           46%

 

Matthew Simpson

CHIEF FINANCIAL OFFICER

14 November 2023

 

Statement of Principal Risks

We consider there has been no material changes to the Company's principal
risks, as set out in the Annual Report and Accounts for the year ended 31
March 2023 and summarised below. However, several risks continue to be
elevated as a result of the ongoing economic outlook for the UK.

This includes increased risks relating to Market Cycle, Economic and
Political, Liquidity and Valuation through increased economic uncertainty,
higher interest rates, inflation and energy costs which may negatively impact
revenues and costs for our tenants, for the commercial property market and the
Company. We are working with our tenants, banks and other stakeholders to
mitigate these risks.

 

 01                                                                                                                                                                  02                                                                                                                               03

 MARKET CYCLE                                                                                                                                                        ECONOMIC AND POLITICAL                                                                                                           CAPITAL STRUCTURE
 Risk description                                                                                                                                                    Risk description                                                                                                                 Risk description

 Failure to react appropriately to changing market conditions and adapt our                                                                                          Uncertainty in the UK economic landscape, global supply chain issues,                                                            An inappropriate level of gearing or failure to comply with debt covenants or
 corporate strategy could negatively impact shareholder returns.                                                                                                     inflation and interest rates, cost of energy crisis brings risks to the                                                          manage re-financing events could put pressure on cash resources and lead to a
                                                                                                                                                                     property market, supply chains and to occupiers' businesses. This can                                                            funding shortfall for operational activities.
                                                                                                                                                                     significantly impact market sentiment and our ability to extract value from
                                                                                                                                                                     our properties resulting in lower shareholder returns, reduced liquidity and
                                                                                                                                                                     increased occupier failure.

  04                                                                                                                                                                 05                                                                                                                               06

 LIQUIDITY                                                                                                                                                           PORTFOLIO STRATEGY -                                                                                                             ASSET MANAGEMENT
 Risk description                                                                                                                                                    Risk Description                                                                                                                 Risk description

 Increasing costs of borrowing due to increasing interest rates could affect                                                                                         An inappropriate investment strategy that is not aligned to overall corporate                                                    Failure to implement asset business plans and elevated risks associated with
 the Company's ability to borrow or reduce its ability to repay its debts                                                                                            purpose objectives, economic conditions or tenant demand may result in lower                                                     refurbishment could lead to longer void periods, higher arrears and overall

                                                                                                                                                                   investment returns                                                                                                               investment performance, adversely impacting returns and cashflows.

 07                                                                                                                                                                  08                                                                                                                               09

 VALUATION                                                                                                                                                           TENANT DEMAND                                                                                                                    BUSINESS CONTINUITY AND CYBER SECURITY
                                                                                                                                                                     AND DEFAULT
 Risk description                                                                                                                                                    Risk description                                                                                                                 Risk description

 Decreasing capital and rental values could impact the Company's portfolio                                                                                           Failure to adapt to changing occupier demands and/or poor tenant covenants may                                                   Business disruption as a result of physical damage to buildings, Government
 valuation leading to lower returns.                                                                                                                                 result in us losing significant tenants, which could materially impact income,                                                   policy and social distancing measures implemented in response to pandemics,
                                                                                                                                                                     capital values and profit.                                                                                                       cyber attacks or other operational or IT failures or unforeseen events may

                                                                                                                                impact income and profits.
                                                                                                                                                                      Rising inflation, interest rates and living costs could impact tenant
                                                                                                                                                                     businesses, such as the leisure industry, as demand falls for discretionary
                                                                                                                                                                     spending.

 10                                                                                                                        11                                                                                                               12

 PEOPLE                                                                                                                    CLIMATE CHANGE                                                                                                   REGULATORY AND TAX
 Risk description                                                                                                          Risk description                                                                                                 Risk description

  An inability to attract or retain staff with the right skills and experience                                             Failure to anticipate and prepare for transition and physical risks associated                                   Non-compliance with the legal and regulatory requirements of a public real
 or failure to implement appropriate succession plans may result in significant                                            with climate change including increasing policy and compliance risks                                             estate company, including the REIT regime could result in convictions or fines
 underperformance or impact the overall effectiveness of our operations.                                                   associated with existing and emerging environmental legislation could lead to                                    and negatively impact reputation.
                                                                                                                           increased costs and the Company's assets becoming obsolete or unable to

                                                                                                                           attract occupiers.

Statement of Directors' Responsibilities

The Directors confirm that the condensed set of consolidated financial
statements have been prepared in accordance with International Accounting
Standard 34, 'Interim Financial Reporting', as adopted by the European Union
and that the interim management report includes a fair review of the
information required by DTR 4.2.7 and DTR 4.2.8, namely:

•              an indication of important events that have occurred
during the first six months and their impact on the condensed interim
financial statements, and a description of the principal risks and
uncertainties for the remaining six months of the financial year; and

•               material related-party transactions in the first six
months and any material changes in the related-party transactions described in
the last annual report.

The Directors of Palace Capital plc are listed on the Company website
www.palacecapitalplc.com

By order of the Board

Phil Higgins

Company Secretary

14 November 2023

 

Palace Capital plc

Condensed consolidated statement of comprehensive income

For the six months ended 30 September 2023

 

 

                                                                                                        Unaudited                     Unaudited                   Audited

                                                                                                        6 months to                   6 months to                 Year to

                                                                                                        30 September                  30 September                31 March

                                                                                                        2023                          2022                        2023

                                                                                     Notes              £000                          £000                        £000

 Revenue                                                                                  3             12,108                        14,340                      32,973
 Cost of sales                                                                             4            (6,551)                       (6,934)                     (17,147)
 Movement in expected credit loss                                                                       -                             -                           327
 Net property income                                                                                    5,557                         7,406                       16,153

 Administrative expenses                                                                                (1,816)                       (3,529)                     (6,094)
 Operating profit before gains and losses on property assets                                            3,741                         3,877                       10,059

 Profit on disposal of investment properties                                                            3,383                         882                         819
 Loss on revaluation of investment properties                                        9                  (5,613)                       (15,587)                    (42,900)
 Operating profit/(loss)                                                                                1,511                         (10,828)                    (32,022)

 Finance income                                                                                         176                           2                           26
 Finance expense                                                                                        (1,552)                       (1,725)                     (3,970)

 Debt termination costs                                                                                                               (6)
                             (324)                       (15)
 Changes in fair value of interest rate derivatives                                                     -                             184                         210
 Loss before taxation                                                                                   (189)                         (12,373)                    (35,771)

 Taxation                                                                               5               16                            31                          67
 Loss after taxation for the period and total comprehensive loss attributable                           (173)                         (12,342)                    (35,704)
 to owners of the Parent

 Earnings per ordinary share
 Basic                                                                               6                  (0.4p)                        (27.4p)                     (80.2p)
 Diluted                                                                             6                  (0.4p)                        (27.4p)                     (80.2p)

 

The accompanying notes form an integral part of these condensed consolidated
interim financial statements.

 

Palace Capital plc

Condensed consolidated statement of financial position

For the six months ended 30 September 2023

 

                                                                    Notes    Unaudited      Unaudited      Audited

                                                                             30 September   30 September   31 March

                                                                             2023           2022           2023

                                                                             £000           £000           £000
 Non-current assets
 Investment properties                                              9        111,337        213,928        176,504
 Right of use asset                                                          33             -              132
 Property, plant and equipment                                               16             34             23
                                                                             111,386        213,962        176,659

 Current assets
 Trading property                                                   10       8,713          17,005         11,055
 Trade and other receivables                                        11       8,079          8,191          8,550
 Cash and cash equivalents                                          12       8,870          12,888         5,509
 Derivative financial instruments                                   15       -              252            -
                                                                             25,662         38,336         25,114
 Total assets                                                                137,048        252,298        201,773

 Current liabilities
 Trade and other payables                                           13       (6,962)        (7,408)        (8,339)
 Borrowings                                                         14       (11,951)       (1,718)        (8,545)
 Lease liabilities for right of use asset                                    (33)           -              (132)
 Creditors: amounts falling due within one year                              (18,946)       (9,126)        (17,016)
 Net current assets                                                          6,716          29,210         8,098

 Non-current liabilities
 Borrowings                                                         14       (8,078)        (86,247)       (55,129)
 Deferred tax liability                                                      (61)           (113)          (76)
 Lease liabilities for investment properties                                 -              (1,077)        (1,077)
 Net Assets                                                                  109,963        155,735        128,475

 Equity
 Called up share capital                                            16       4,639          4,639          4,639
 Merger reserve                                                              3,503          3,503          3,503
 Capital redemption reserve                                                  340            340            340
 Treasury share reserve                                                      (22,457)       (6,669)        (7,343)
 Capital reduction reserve                                                   115,249        121,779        118,477
 Retained earnings                                                           8,689          32,143         8,859
 Equity shareholders' funds                                                  109,963        155,735        128,475

 Basic NAV per ordinary share                                       7        293p           354p           294p
 Diluted NAV per ordinary share                                     7        293p           354p           294p
 EPRA NTA per ordinary share                                        7        294p           356p           296p

 

The accompanying notes form an integral part of these condensed consolidated
interim financial statements.

The condensed consolidated interim financial statements were approved by the
Board of Directors on 14 November 2023.

 

The accompanying notes form an integral part of these condensed consolidated
interim financial statements.

Palace Capital plc

Condensed consolidated statement of changes in equity

For the six months ended 30 September 2023

 

                                                      Treasury Shares             Capital reduction reserve

                                          Share       Reserve          Other      £000                       Retained Earnings   Total

                                           Capital    £000             Reserves                              £000                equity

                                          £000                         £000                                                       £000
 As at 31 March 2022                      4,639       (717)            3,843      125,019                    44,420              177,204

 Total comprehensive loss for the period  -           -                -          -                          (12,342)            (12,342)
 Share based payments                     -           -                -          -                          100                 100
 Exercise of share options                -           73               -          -                          (73)                -
 Issue of deferred bonus share options    -           -                -          -                          38                  38
 Dividends paid                           -           -                -          (3,240)                    -                   (3,240)
 Share buyback                            -           (6,025)          -          -                          -                   (6,025)

 As at 30 September 2022                  4,639       (6,669)          3,843      121,779                    32,143              155,735

 Total comprehensive loss for the period  -           -                -          -                          (23,362)            (23,362)
 Share based payments                     -           -                -          -                          77                  77
 Exercise of share options                -           (2)              -          -                          2                   -
 Issue of deferred bonus share options    -           -                -          -                          (1)                 (1)
 Dividends paid                           -           -                -          (3,302)                    -                   (3,302)
 Share buyback                            -           (672)            -          -                          -                   (672)

 As at 31 March 2023                      4,639       (7,343)          3,843      118,477                    8,859               128,475

 Total comprehensive loss for the period  -           -                -          -                          (173)               (173)
 Share based payments                     -           -                -          -                          68                  68
 Exercise of share options                -           65               -          -                          (65)                -
 Dividends                                -           -                -          (3,228)                    -                   (3,228)
 Share buyback                            -           (15,179)         -          -                          -                   (15,179)

 As at 30 September 2023                  4,639       (22,457)         3,843      115,249                    8,689               109,963

 

The accompanying notes form an integral part of these condensed consolidated
interim financial statements.

 

 

Palace Capital plc

Condensed consolidated statement of cash flows

For the six months ended 30 September 2023

                                                                      Unaudited                      Unaudited                      Audited

                                                                      6 months to                    6 months to                    Year to

                                                                      30 September                   30 September                   31 March

                                                                      2023                           2022                           2023

                                                              Notes   £000                           £000                           £000
 Operating activities
 Loss before taxation                                                 (189)                          (12,373)                       (35,771)
 Finance income                                                       (176)                          (2)                            (26)
 Finance expense                                                      1,552                          1,725                          3,970
 Changes in fair value of interest rate derivatives                   -                              (184)                          (210)
 Loss on revaluation of investment property portfolio         9       5,613                          15,587                         42,900
 Profit on disposal of investment properties                          (3,383)                        (882)                          (819)
 Debt termination costs                                               324                            6                              15
 Depreciation of tangible fixed assets                                7                              17                             30
 Amortisation of right of use asset                                   99                             17                             82
 Share-based payment                                                  68                             100                            177
 Increase in trade and other receivables                              (680)                          (779)                          (1,140)
 Decrease in trade and other payables                                 (1,231)                        (1,411)                        (415)
 Decrease in trading property                                         2,342                          3,282                          9,233
 Net cash generated from operations                                   4,346                          5,103                          18,026
 Interest received                                                    176                            2                              26
 Interest and other finances charges paid                             (1,818)                        (1,619)                        (3,427)
 Corporation tax paid in respect of operating activities              -                              (106)                          (171)
 Net cash flows from operating activities                             2,704                          3,380                          14,454

 Investing activities
 Capital expenditure on refurbishment of investment property  9       (2,657)                        (608)                          (1,371)
 Proceeds from disposal of investment properties              9       65,835                         4,692                          15,410
 Purchase of property, plant and equipment                            -                              (6)                            (8)
 Cash flows from investing activities                                 63,178                         4,078                          14,031

 Financing activities
 Bank loan repaid                                                     (44,096)                       (13,037)                       (37,419)
 Loan issue costs                                                     (18)                           (411)                          (461)
 Dividends paid                                               8       (3,228)                        (3,240)                        (6,542)
 Share buyback                                                        (15,179)                       (6,025)                        (6,697)
 Cash flows from financing activities                                 (62,521)                       (22,713)                       (51,119)

 Net increase/(decrease) in cash                                      3,361                          (15,255)                       (22,634)
 Opening cash and cash equivalents                            12      5,509                          28,143                         28,143
 Closing cash and cash equivalents                            12      8,870                          12,888                         5,509

 

 

 

Palace Capital plc

Notes to the condensed consolidated financial statements
 
 

For the six months ended 30 September 2023

 

 

1              General information

 

These financial statements are for Palace Capital plc ("the Company") and its
subsidiary undertakings (together "the Group").

 

The Company's shares are admitted to trading on the Main Market of the London
Stock Exchange. The Company is domiciled and registered in England and Wales
and incorporated under the Companies Act 2006. The address of its registered
office is Fora Victoria, 6-8 Greencoat Place, London, SW1P 1PL.

 

The nature of the Company's operations and its principal activities are that
of property investment in the UK.

 

Basis of preparation

 

The condensed consolidated financial information included in this half yearly
report has been prepared in accordance with the IAS 34 "Interim Financial
Reporting", as adopted by the European Union. The current period information
presented in this document is unaudited and does not constitute statutory
accounts within the meaning of section 434 of the Companies Act 2006.

 

The interim results have been prepared in accordance with applicable
International Accounting Standards (IAS) and International Financial Reporting
Standards (IFRS) issued by the International Accounting Standards Board
(IASB).  These standards are collectively referred to as "IFRS".

The accounting policies and methods of computations used are consistent with
those as reported in the Group's Annual Report for the year ended 31 March
2023 and are expected to be used in the Group's Annual Report for the year
ended 31 March 2024.

 

The financial information for the year ended 31 March 2023 presented in these
unaudited condensed Group interim financial statements does not constitute the
Company's statutory accounts for that period but has been derived from them.
The Report and Accounts for the year ended 31 March 2023 were audited and have
been filed with the Registrar of Companies. The Independent Auditor's Report
on the Report and Accounts for the year ended 31 March 2023 was unqualified
and did not contain statements under s498(2) or (3) of the Companies Act 2006.
The financial information for the periods ended 30 September 2022 and 30
September 2023 are unaudited and have not been subject to a review in
accordance with International Standard on Review Engagements 2410, Review of
Interim Financial Information performed by the Independent Auditor of the
Entity, issued by the Auditing Practices Board.

 

The interim report was approved by the Board of Directors on 14 November 2023.

 

Copies of this statement are available to the public for collection at the
Company's Registered Office at Fora Victoria, 6-8 Greencoat Place, London,
SW1P 1PL and on the Company's website, www.palacecapitalplc.com
(http://www.palacecapitalplc.com) .

 

Going Concern

The Directors have made an assessment of the Group's ability to continue as a
going concern which included the current uncertainties around the economic
climate brought on by rising inflation and rising interest rates. In this
assessment, the Directors considered the impact on the Group's cash resources,
borrowing facilities (including impact on bank covenants), rental income,
disposals of investment and trading properties, committed capital and dividend
distributions. The financial position of the Group, its cash flows, liquidity
position and borrowing facilities are described in these financial statements.

As at 30 September 2023 the Group had £8.9m of unrestricted cash and cash
equivalents, a low gearing level of 9% and a fair value property portfolio of
£124.5m. The Directors have reviewed the forecasts for the Group taking into
account the impact of rising inflation and rising interest rates on trading
over the 12 months from the date of signing this report.

The Directors have a reasonable expectation that the Group have adequate
resources to continue in operation for at least 12 months from the date of
approval of the financial statements.

Accordingly, they continue to adopt the going concern basis in preparing the
Interim Report.

 

2              Segmental reporting

During the period, the Group operated in one business segment, being property
investment in the UK and as such no further information is provided.

 

3              Revenue

                                                      Unaudited      Unaudited      Audited

                                                      6 months to    6 months to    Year to

                                                      30 September   30 September   31 March

                                                      2023           2022           2023

                                                      £000           £000           £000

 Gross rental income                                  6,839          8,616          17,425
 Dilapidations and other property related income      55             4              401
 Insurance commission                                 -              -              68
 Gross property income                                6,894          8,620          17,894
 Trading property income                              2,584          3,523          4,974
 Service charge income                                2,630          2,197          10,105
 Total revenue                                        12,108         14,340         32,973

 

 

4              Cost of sales

                                            Unaudited      Unaudited      Audited

                                            6 months to    6 months to    Year to

                                            30 September   30 September   31 March

                                            2023           2022           2023

                                            £000           £000           £000

 Void costs                                 1,027          847            2,076
 Legal, lettings and consultancy costs      457            458            502
 Property operating expenses                1,484          1,305          2,578
 Trading property costs of sales            2,437          3,432          4,974
 Service charge expense                     2,630          2,197          9,595
 Total cost of sales                        6,551          6,934          17,147

 

5              Taxation

                   Unaudited      Unaudited      Audited

                   6 months to    6 months to    Year to

                   30 September   30 September   31 March

                   2023           2022           2023

                   £000           £000           £000

 Deferred tax      (16)           (31)           (67)
 Tax credit        (16)           (31)           (67)

 

As a result of the Company's conversion to a REIT on 1 August 2019, the Group
is no longer required to pay UK corporation tax in respect of property rental
income and capital gains relating to its property rental business.

 

6              Earnings per share

 

Basic earnings per share and diluted earnings per share have been calculated
on profit after tax attributable to ordinary Shareholders for the year (as
shown on the Consolidated Statement of Comprehensive Income) and for the
earnings per share, the weighted average number of ordinary shares in issue
during the period (see table below) and for diluted weighted average number of
ordinary shares in issue during the year (see table below).

 

 

                                                                      Unaudited      Unaudited      Audited

                                                                      6 months to    6 months to    Year to

                                                                      30 September   30 September   31 March

                                                                      2023           2022           2023

                                                                      £000           £000           £000
   Loss after tax attributable to ordinary Shareholders for the year  (173)          (12,342)       (35,704)

                                                                      Unaudited      Unaudited      Audited

                                                                      6 months to    6 months to    Year to

                                                                      30 September   30 September   31 March

                                                                      2023           2022           2023
   Weighted average number of shares for basic earnings per share     41,505,586     45,033,081     44,525,518
   Dilutive effect of share options                                   -              9,831          -

   Weighted average number of shares for diluted earnings per share   41,505,586     45,042,912     44,525,518

   Earnings per ordinary share
   Basic                                                              (0.4p)         (27.4p)        (80.2p)
   Diluted                                                            (0.4p)         (27.4p)        (80.2p)

 

The Group financial statements are prepared under IFRS which incorporates
non-realised fair value measures and non-recurring items. Alternative
Performance Measures ("APMs"), being financial measures, which are not
specified under IFRS, are also used by management to assess the Group's
performance. These include a number of European Public Real Estate Association
("EPRA") measures, prepared in accordance with the EPRA Best Practice
Recommendations reporting framework the latest update of which was issued in
November 2019. The Group reports a number of these measures (detailed in the
glossary of terms) because the Directors consider them to improve the
transparency and relevance of our published results as well as the
comparability with other listed European real estate companies.

EPRA Earnings is a measure of operational performance and represents the net
income generated from the operational activities. It is intended to provide an
indicator of the underlying income performance generated from the leasing and
management of the property portfolio. EPRA earnings are calculated taking the
profit after tax excluding investment property revaluations and gains and
losses on disposals, changes in fair value of financial instruments and
one-off finance termination costs. EPRA earnings is calculated on the basis of
the basic number of shares in line with IFRS earnings as the dividends to
which they give rise accrue to current Shareholders.

The Group also reports an adjusted earnings measure which is based on
recurring earnings before tax and the basic number of shares. This is the
basis on which the Directors consider dividend cover. This takes EPRA earnings
as the starting point and then adds back tax and any other fair value
movements or one-off items that were included in EPRA earnings. This includes
share-based payments being a non-cash expense, as well as payments to former
Directors, which is a one-off exceptional item. The corporation tax charge
(excluding deferred tax movements, being a non-cash expense) is deducted in
order to calculate the adjusted earnings per share, if the charge is in
relation to recurring earnings.

The earnings per ordinary share for the period is calculated based upon the
following information:

 

 

 

 

                                                                            Unaudited      Unaudited      Audited

                                                                            6 months to    6 months to    Year to

                                                                            30 September   30 September   31 March

                                                                            2023           2022           2023

                                                                            £000           £000           £000

   Loss after tax attributable to ordinary shareholders for the period      (173)          (12,342)       (35,704)

   Adjustments:
   Loss on revaluation of investment property portfolio                     5,613          15,587         42,900
   Profit on disposal of investment properties                              (3,383)        (882)          (819)
   Trading property revenue and cost of sales                               (147)          (91)           (510)
   Debt termination costs                                                   324            6              15
   Changes in fair value of interest rate derivatives                       -              (184)          (210)
   EPRA earnings for the period                                             2,234          2,094          5,672

   Share-based payments                                                     68             100            177
   Payments to former Directors (including associated costs)                -              1,380          1,835
   Adjusted profit after tax for the period                                 2,302          3,574          7,684
   Tax excluding deferred tax on EPRA adjustments and capital gain charged  (16)           (31)           (67)
   Adjusted profit before tax for the period                                2,286          3,543          7,617

   EPRA and adjusted earnings per ordinary share
   EPRA basic                                                               5.4p           4.6p           12.7p
   EPRA diluted                                                             5.4p           4.6p           12.7p
   Adjusted EPS                                                             5.5p           7.9p           17.1p

 

 

7              Net asset value per share

 

The Company has adopted the new EPRA NAV measures which came into effect for
accounting periods starting 1 January 2020. EPRA issued new best practice
recommendations (BPR) for financial guidelines on its definitions of NAV
measures. The new NAV measures as outlined in the BPR are EPRA net tangible
assets (NTA), EPRA net reinvestment value (NRV) and EPRA net disposal value
(NDV). The Company has adopted these new guidelines and applies them in the 30
September 2023 Interim Report.

 

The Company considered EPRA Net Tangible Assets (NTA) to be the most relevant
NAV measure for the Company and we are now reporting this as our primary NAV
measure, replacing our previously reported EPRA NAV and EPRA NNNAV per share
metrics. EPRA NTA excludes the intangible assets and the cumulative fair value
adjustments for debt-related derivatives which are unlikely to be realised.

 

 

 

                                                                   30 September 2023 (unaudited)                                                 30 September 2022 (unaudited)                         31 March 2023 (audited)

                       EPRA NTA (£000)       EPRA NRV (£000)       EPRA NDV (£000)                           EPRA NTA (£000)   EPRA NRV (£000)   EPRA NDV (£000)   EPRA NTA (£000)   EPRA NRV (£000)   EPRA NDV (£000)
 Net assets attributable to shareholders                           109,963              109,963              109,963                             155,735           155,735           155,735           128,475    128,475    128,475
 Include:
 Fair value adjustment of trading properties                       587                  587                  587                                 1,390             1,390             1,390             730        730        730
 Real estate transfer tax                                          -                    7,589                -                                   -                 14,347            -                 -          11,922     -
 Fair value of fixed interest rate debt                            -                    -                    929                                 -                 -                 1,233             -          -          863
 Exclude:
 Fair value of derivatives                                         -                    -                    -                                   (252)             (252)             -                 -          -          -
 Deferred tax on latent capital gains and capital allowances       61                   61                   -                                   113               113               -                 76         76         -
 EPRA NAV                                                          110,611              118,200              111,479                             156,986           171,333           158,358           129,281    141,203    130,068
 EPRA NAV per share                                                294p                 315p                 297p                                356p              389p              360p              296p       323p       279p
                                                                                                                                                                   Unaudited                           Audited

                                                                                                                                                                   30 September                        31 March

                                                                                                             Unaudited                                             2022                                2023

                                                                                                              30 September

                                                                                                             2023

                       Number of ordinary shares issued at the end of the period                             37,559,953                                            44,027,014                          43,718,381
                       Dilutive effect of share options                                                      -                                                     9,831                               9,831
                       Number of diluted ordinary shares for diluted and EPRA net assets per share           37,559,953                                            44,036,845                          43,728,212

                       Net assets per ordinary share
                       Basic NAV                                                                             293p                                                  354p                                294p
                       Diluted NAV                                                                           293p                                                  354p                                294p
                       EPRA NTA                                                                              294p                                                  356p                                296p

 

8              Dividends

                                                              Unaudited      Unaudited                           Audited

                                                              6 months to    6 months to                         Year to

                                                              30 September   30 September                        31 March

                                                              2023           2022                                2023

                                             Payment Date     £000           £000                                £000
 Ordinary dividends paid
 2022 Interim dividend: 3.25p per share      14 April 2022    -              1,504                               1,504
 2022 Final dividend: 3.75p per share        5 August 2022    -              1,736                               1,736
 2023 Interim dividend: 3.75p per share      14 October 2022  -              -                                   1,651
 2023 Interim dividend: 3.75p per share      13 January 2023  -              -                                   1,651
 2023 Interim dividend: 3.75p per share      14 April 2023    1,645          -                                   -
 2023 Final dividend: 3.75p per share        4 August 2023    1,583          -                                   -
                                             3,228                                              3,240            6,542

 

 Proposed dividend
 2024 Q1 interim dividend: 3.75p per share paid on 13 October 2023.
 2024 Q2 interim dividend: 3.75p per share payable on 29 December 2023.

9              Property Portfolio

                                                              Freehold Investment properties  Leasehold Investment properties  Total investment properties
                                                              £000                            £000                             £000
 At 1 April 2022                                              216,110                         16,607                           232,717
 Additions - refurbishments                                   1,026                           156                              1,182
 Loss on revaluation of investment properties                 (38,663)                        (4,237)                          (42,900)
 Disposals                                                    (14,495)                        -                                (14,495)
 At 31 March 2023                                             163,978                         12,526                           176,504
 Additions - refurbishments                                   2,657                           -                                2,657
 Reclassification of leasehold property to freehold property  3,000                           (4,077)                          (1,077)
 Loss on revaluation of investment properties                 (5,613)                         -                                (5,613)
 Disposals                                                    (52,685)                        (8,449)                          (61,134)
 At 30 September 2023                                         111,337                         -                                111,337

 

                                                              Investment properties  Trading properties  Total property portfolio
                                                              £000                   £000                £000
 At 1 April 2022                                              232,717                20,287              253,004
 Additions - refurbishments                                   1,182                  -                   1,182
 Additions - trading properties                               -                      363                 363
 Loss on revaluation of properties                            (42,900)               -                   (42,900)
 Disposals                                                    (14,495)               (9,595)             (24,090)
 At 31 March 2023                                             176,504                11,055              187,559
 Additions - refurbishments                                   2,657                  -                   2,657
 Additions - trading properties                               -                      95                  95
 Reclassification of leasehold property to freehold property  (1,077)                -                   (1,077)
 Loss on revaluation of properties                            (5,613)                -                   (5,613)
 Disposals                                                    (61,134)               (2,437)             (63,571)
 At 30 September 2023                                         111,337                8,713               120,050

 

 

 

The property portfolio has been independently valued at fair value. The
valuations have been prepared in accordance with the RICS Valuation - Global
Standards July 2017 ("the Red Book") and incorporate the recommendations of
the International Valuation Standards and the RICS valuation - Professional
Standards UK January 2014 (Revised April 2015) which are consistent with the
principles set out in IFRS 13.

 

The valuer in forming its opinion makes a series of assumptions, which are
typically market related, such as net initial yields and expected rental
values, and are based on the valuer's professional judgement. The valuer has
sufficient current local and national knowledge of the particular property
markets involved and has the skills and understanding to undertake the
valuations competently.

 

At 30 September 2023, the Company's property portfolio was externally valued
by CBRE, a Royal Institution of Chartered Surveyors ("RICS") registered
independent valuer. A reconciliation of the valuations carried out by the
external valuer to the carrying values shown in the balance sheet was as
follows:

 

 

                                                                        Unaudited        Unaudited      Audited

                                                                         30 September    30 September   31 March

                                                                        2023             2022           2023

                                                                        £000             £000           £000
 CBRE (property portfolio)                                              124,455          235,620        192,355

 Adjustment in respect of minimum payment
 under head leases included as a liability                              -                1,077          1,077
 Less trading properties at lower of cost and net realisable value      (8,713)          (17,005)       (11,055)
 Less lease incentive balance in accrued income                         (3,818)          (4,374)        (5,143)
 Less fair value uplift on trading properties                           (587)            (1,390)        (730)
 Carrying value of investment properties                                111,337          213,928        176,504

Investment properties with a carrying value of £64,970,000 (31 March 2023:
£162,420,000) are subject to a first charge to secure the Group's bank loans
amounting to £20,238,000 (31 March 2023: £64,333,000). Trading properties
with a carrying value of £8,713,000 (31 March 2023: £11,055,000) are not
secured to the Group's bank loans and are therefore uncharged.

 

Valuation process - investment properties

 

The valuation reports produced by the independent valuers are based on
information provided by the Group such as current rents, terms and conditions
of lease agreements, service charges and capital expenditure. This information
is derived from the Company's financial and property management systems and is
subject to the Group's overall control environment.

 

In addition, the valuation reports are based on assumptions and valuation
models used by the independent valuers. The assumptions are typically market
related, such as yields and discount rates, and are based on their
professional judgment and market observations. Each property is considered a
separate asset, based on its unique nature, characteristics and the risks of
the property.

 

The Head of Investment is responsible for the valuation process verifies all
major inputs to the external valuation reports, assesses the individual
property valuation changes from the prior year valuation report and holds
discussions with the independent valuers. When this process is complete, the
valuation report is recommended to the Audit Committee, which considers it as
part of its overall responsibilities.

 

The key assumptions made in the valuation of the Company's investment
properties are:

 

• The amount and timing of future income streams;

• Anticipated maintenance costs and other landlord's liabilities;

• An appropriate yield; and

• For investment properties under construction: gross development value,
estimated cost to complete and an appropriate developer's margin.

 

Valuation technique - standing investment properties

 

The valuations reflect the tenancy data supplied by the group along with
associated revenue costs and capital expenditure. The fair value of the
commercial investment portfolio has been derived from capitalising the future
estimated net income receipts at capitalisation rates reflected by recent
arm's length sales transactions.

 

 

10           Trading property

 

                                     Total

                                     £000
 At 1 April 2022                     20,287
 Costs capitalised                   363
 Disposal of trading properties      (9,595)
 At 31 March 2023                    11,055
 Costs capitalised                   95
 Disposal of trading properties      (2,437)
 At 30 September 2023                8,713

 

The Group has developed a large mixed-use scheme at Hudson Quarter, York. Part
of the approved scheme consisted of residential units which the Group held for
sale. As a result, the residential element of the scheme was classified as
trading property.

 

11           Trade and other receivables

                                     Unaudited        Unaudited      Audited

                                      30 September    30 September   31 March

                                     2023             2022           2023

                                     £000             £000           £000
 Current
 Trade receivables                   2,040            1,557          1,897
 Prepayments and accrued income      4,139            4,879          5,563
 Other taxes                         255              116            97
 Other debtors                       1,645            1,639          993
                                     8,079            8,191          8,550

 

 

12           Cash and cash equivalents

                                Unaudited        Unaudited      Audited

                                 30 September    30 September   31 March

                                2023             2022           2023

                                £000             £000           £000
 Cash and cash equivalents      8,870            12,888         5,509
                                8,870            12,888         5,509

 

13           Trade and other payables

                             Unaudited        Unaudited      Audited

                              30 September    30 September   31 March

                             2023             2022           2023

                             £000             £000           £000
 Current
 Trade payables              79               468            508
 Accruals                    2,077            1,473          2,342
 Deferred rental income      2,285            3,485          3,359
 Other taxes                 798              740            646
 Other payables              1,723            1,242          1,484
                             6,962            7,408          8,339

 

 

 

14           Borrowings

                                Unaudited        Unaudited      Audited

                                 30 September    30 September   31 March

                                2023             2022           2023

                                £000             £000           £000
 Current borrowings
 Bank loans                     12,086           1,718          8,563
 Unamortised lending costs      (135)            -              (18)
                                11,951           1,718          8,545

 Non-current borrowings
 Bank loans                     8,152            86,998         55,770
 Unamortised lending costs      (74)             (751)          (641)
                                8,078            86,247         55,129

 Total borrowings
 Bank loans                     20,238           88,716         64,333
 Unamortised lending costs      (209)            (751)          (659)
                                20,029           87,965         63,674

 

The maturity profile of the Group's debt was as follows

                             Unaudited        Unaudited      Audited

                              30 September    30 September   31 March

                             2023             2022           2023

                             £000             £000           £000

 Within one year             12,086           1,718          8,563
 From one to two years       318              55,346         37,027
 From two to five years      7,834            31,652         18,743
 Total borrowings            20,238           88,716         64,333

 

 

Facility and arrangement fees

 

As at 30 September 2023 (unaudited)

 Secured borrowings                                               Facility drawn  Unamortised facility fees  Loan balance

                                       All in cost   Maturity     £000            £000                       £000

                                       %             date

 Scottish Widows                       2.90%         July 2026    8,470           (74)                       8,396
 National Westminster Bank plc         7.29%         August 2024  5,898           (106)                      5,792
 Barclays                              7.14%         June 2024    5,870           (29)                       5,841
                                                                  20,238          (209)                      20,029

 

During the period, the Company repaid the Lloyds loan in full on 31(st) May
2023. The Group also repaid the Santander loan in full on 4(th) August 2023.

 

As at 31 March 2023 (audited)

 Secured borrowings                                                    Facility drawn  Unamortised facility fees  Loan balance

                                            All in cost   Maturity     £000            £000                       £000

                                            %             date

 Scottish Widows                            2.90%         July 2026    8,629           (71)                       8,558
 National Westminster Bank plc              6.28%         August 2024  17,724          (171)                      17,553
 Barclays                                   6.13%         June 2024    19,385          (62)                       19,323
 Santander Bank plc                         6.38%         May 2027     11,750          (337)                      11,413
 Lloyds Bank plc                            6.13%         Mach 2024    6,845           (18)                       6,827
                                                                       64,333          (659)                      63,674

 

As at 30 September 2022 (unaudited)

 Secured borrowings                                                    Facility drawn  Unamortised facility fees  Loan balance

                                            All in cost   Maturity     £000            £000                       £000

                                            %             date

 Scottish Widows                            2.90%         July 2026    8,788           (82)                       8,706
 National Westminster Bank plc              4.29%         August 2024  20,804          (180)                      20,624
 Barclays                                   3.29%         June 2024    27,779          (95)                       27,684
 Santander Bank plc                         4.39%         May 2027     24,500          (377)                      24,123
 Lloyds Bank plc                            4.14%         March 2024   6,845           (17)                       6,828
                                                                       88,716          (751)                      87,965

 

 

At 30 September 2023, the Company has unused loan facilities amounting to
£20,000,000 (31 March 2023: £20,000,000). A facility fee is charged on this
balance at a rate of 1.05% p.a. and is payable quarterly. This facility is
secured on the investment properties held by Property Investment Holdings
Limited, Palace Capital (Properties) Limited and Palace Capital (Leeds)
Limited as part of the NatWest loan.

 

Post period end, the NatWest term loan was fully repaid and the undrawn
Revolving Credit Facility of £20,000,000 cancelled.

 

15           Derivatives financial instruments

 

The Company adopts a policy of entering into derivative financial instruments
with banks to provide an economic hedge to its interest rate risks and ensure
its exposure to interest rate fluctuations is mitigated.

 

At 30 September 2023, the Company has no derivative financial instruments as
they all matured in the prior financial year. The Company continues to monitor
swap rates on an on-going basis.

 

Details of the interest rate swaps the Company has entered can be found in the
table below.

 

 

 

 Bank                                                                                         Unaudited      Unaudited 30 September 2022  Audited

                                                                                              30 September   £000                         31 March

                      Notional principal                 Contract rate %   Valuation rate %   2023                                        2023

                                           Expiry date                                        £000                                        £000
 Barclays Bank plc    -                    -             1.34%             -                  -              252                          -
 Santander plc        -                    -             1.37%             -                  -              -                            -
                      -                                                                       -              252                          -

 

16           Share capital

 

Authorised, issued and fully paid share capital is as follows:

                                                                  Unaudited        Unaudited      Audited

                                                                   30 September    30 September   31 March

                                                                  2023             2022           2023
 Share capital - £000                                             4,639            4,639          4,639

 Ordinary 10p shares                                              46,388,515       46,388,515     46,388,515

 Share capital - number of shares in issue                        46,388,515       46,388,515     46,388,515

               Movement in treasury shares is as follows:

 Treasury shares at 31 March 2023                                                2,668,220
 Share buybacks in the period                                                    6,160,000
 Treasury shares at 30 September 2023                                            8,828,220

 Total number of shares in issue at 30 September 2023 (excluding shares held in  37,560,295
 treasury)

 

 

17           Post balance sheet events

 

On 13 October 2023, Palace Capital completed the disposal of the Ground Floor,
Victoria at Hudson Quarter, York for a total consideration of £1.5 million.
The property was not charged to any loan facility.

 

On 20 October 2023, the Company completed the disposal of Bank House, Leeds
for a total consideration of £2.65 million. The property was charged against
the loan facility with NatWest plc and as a result, £2.5 million of the total
consideration was used to repay the loan facility on 23 October 2023.

 

On 6 November 2023, the Company completed the disposal of Princeton House,
Farnborough for a total consideration of £2.28 million. The Property was
charged against the loan facility with NatWest plc and, as a result, £0.9
million of the total consideration was used to repay the loan facility on 9
November 2023.

 

On 9 November 2023, the Company fully repaid the remaining loan facility with
NatWest plc of £2.5 million, and cancelled the undrawn Revolving Credit
Facility of £20.0 million.

 

 

 

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