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REG - Panther Securities - Final results for the year ended 31 December 2024

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RNS Number : 4595J  Panther Securities PLC  20 May 2025

Prior to publication, the information contained within this announcement was
deemed by the Company to constitute inside information as stipulated under the
Market Abuse Regulations (EU) No. 596/2014 ("MAR"). With the publication of
this announcement, this information is now considered to be in the public
domain.

 

20 May 2025

 

Panther Securities P.L.C.

("the Company" or "the Group")

 

Financial results for the year ended 31 December 2024

 

CHAIRMAN'S STATEMENT

 

I am pleased to be able to present the results for the year ended 31 December
2024, which show a profit before tax of £8,671,000 compared to a profit
before tax of £5,499,000 for the previous year ended 31 December 2023.

 

There was a gain of £3,265,000 in the valuation of our swap position and
additionally a cash contribution of £1,422,000 reducing our finance costs
because of our favourable swap arrangements.

 

During the year, total gains realised on the disposal of investment properties
(detailed below) amounted to £1,296,000 and a revaluation of our entire
portfolio provided an increase in total value of £1,300,000.

 

Rents receivable during the year ended 31 December 2024 were £14,657,000
compared to £14,457,000 in the year ended 31 December 2023.  Whilst this is
only a small increase, there is much activity within our portfolio and some
loss of income has been caused by earlier property sales with the realised
funds yet to be reinvested.

 

Property Acquisition - Southport Land

In October 2024 we purchased freehold land adjoining our existing car park
behind Wayfarers Arcade, Southport at a price of £105,000.  This could be
large enough for three or four townhouses or an extension to our existing car
park.

 

Property Disposals

Towards the end of the year, we completed the sale of our freehold interest in
Westgate House, Peterborough, a former Beales department store, after
arranging to obtain planning permission for a development containing 127
residential units.  We received a total consideration of £4,000,000 of which
£1,000,000 remains outstanding to be paid in two separate tranches of
£500,000, nine months and eighteen months after completion of the sale.
This money is secured by way of a second charge on our former property.  The
sale price was £1,410,000 over its book value.

 

Investment Sales

In July 2024 we sold at auction three mature freehold investment properties in
Blackburn, Hull and Widnes, which we had owned for some years.  A total of
£1,336,000 was realised compared to their total book value of £1,280,000.
The decision to sell was due to each of the occupying leases coming to an end
and if vacated there would be both a loss in income and an expected reduction
in their property values.

 

Post Balance Sheet Sales

In February 2025 we sold our freehold island site in central Wolverhampton
which included Charles House, Premier House and 78 Darlington Street.  This
property was purchased in August 2010 for £1,560,000 including costs.  It
was a mixed-use group of older buildings with approximately 70,000 sq. ft. of
occupiable space on 1.2 acres of city centre land.  When purchased, it
produced rents of £278,000 per annum (and £195,000 after costs) and was
already clearly a potential development site due to its size and location.
The Group managed to maintain a high level of income for almost its entire
ownership.  The property most recently produced rent of £122,000 per annum
(and £80,000 after costs).  The sale price achieved was £2,500,000.

 

Post Balance Sheet Purchases

The freehold of 134-136 Above Bar Street, Southampton was purchased in March
2025 for £253,000 at auction being formerly owned by Southampton Borough
Council.  We already owned the long leasehold interest which had circa 85
years remaining at a ground rent of £12,225 being fixed at 15% of the rents
receivable, out of a current total of £81,500 per annum.  We now no longer
have an issue of having a depreciating asset thus allowing development if in
the future a residential scheme in the upper parts is deemed profitable.

 

General Letting Market

We have several useful lettings well in hand which should help increase our
rental income for future years and reduce carrying costs.  Most are subject
to us completing substantial refurbishment works for the agreed tenants'
requirements.

 

Investment Properties - Our total portfolio was valued at the year end at
£182,204,000 compared to £185,169,000 in December 2023.  The movement is
mainly due to the approximately £1.3 million net increase in property
revaluations over the entire portfolio and then taking account of the
approximately £4.2 million (at book cost) of disposals.

 

Our net asset value per share has increased from 640p to 669p, which equates
to an increase of approximately 4.5%.

 

Loans

On 28 March 2024, the Group refinanced by completing a new facility of £68
million, split between a £55 million term loan and a £13 million revolving
facility.  The new facility has a four-year term (with a further option to
extend by one year subject to credit approval).  The interest rate payable is
2.3% over three-month SONIA with a ratchet that can take it to 2.5% over
three-month SONIA in certain circumstances (compared to the previous facility
which was 2.7% over SONIA).  HSBC and Santander remain as the joint providers
of the new facility.  £5,955,000 of the facility was still available to be
utilised at the year end.

 

We are very pleased to continue our mutually beneficial 41- and 14-year
relationships with HSBC and Santander respectively, which we hope will
continue still further.

 

The Group is in a fortunate position whereby it will continue to benefit from
its existing interest rate swap arrangements, which provide effective fixed
interest rate protection that is significantly below the current SONIA rates,
in relation to £60 million of the £68 million new facility.  The Group's
interest rate swaps provide a fixed interest rate of 3.40 per cent in relation
to the £35 million of the new facility and a fixed interest rate of 2.01% in
relation to £25 million of the new facility, but of course each plus the
banks margin mentioned earlier.  The durations of the Group's existing swaps
are beyond the term of the current facility.

 

In September 2023 our main swap on £35 million dropped from 5.06% to 3.4%
which is a cash flow saving of £581,000 per annum, which meant a full year's
benefit was received in 2024.

 

Future Progress

Last year I predicted exciting times and mayhem to come from our country's
change of political direction but of course did not think of the extra
problems which would arrive from the change in the direction of politics in
the USA which has doubled up on problems for large and small trading
businesses worldwide.  However, with our usual caution we have our finances
in place and a degree of liquidity that will allow us to take advantage of any
special opportunities that may come our way and should be financially able to
withstand the financial squalls from the erratic political decisions that
cause the so-called exciting times.

 

Charitable Donations

We continue to support several charities, especially local ones in areas that
we operate and have interests in.

 

Political Donations

At last year's AGM I proposed a resolution to donate £25,000 to the Reform UK
political party and this was successfully passed.  Once again, I propose a
donation of £25,000.  As previously, I will abstain voting my personal
holding.

 

I have stated that in my opinion most business problems are caused by poor
government taxation and legislation and as the previous Conservative
government I felt had lost the plot, i.e., not upholding the values that many
people hold about preferring a massive reduction in immigration numbers, and
they were also unable to provide low taxation or tax policies that encourage
employment.  These are some of the many reasons I believe they lost the
election in 2024.

 

The new Labour government have followed in their foolish predecessor's
footsteps with even more drastic anti-business taxes on employment with
harmful policies for pensioners, farmers, strivers and successful
entrepreneurs, and particularly hard on those who save for the future so that
they don't become a burden on the state in old age.  They have continued to
disallow VAT rebates on expensive purchases by overseas tourists, whereby now
many of these high spending tourists go to other major cities such as Paris,
Milan or Barcelona etc. for their shopping and holiday trips providing extra
tax receipts to other countries but also a loss of tourism spending on hotels
etc. in the UK, which would be of benefit to the UK.

 

The new Labour government has not addressed the ridiculous inadequacies of the
business rates that are currently charged when the original rules worked well,
before gerrymandering by the previous government.  They increased property
purchase taxation by way of constant changes in stamp duty, made worse by
charging extra stamp duty on the purchase of second homes, then second homes
being charged double Council Tax for less services.  Also having to suffer
higher Capital Gains Tax on a sale compared to commercial Capital Gains Tax
when profitably realised.  Despite the highest level of taxation since the
last world war (which obviously necessitated higher taxes), we receive poor
and slow service from practically every bureaucratic government department.

 

The new 'socialist' government has increased the tax burden and quickly
managed to turn a slowly recovering economy into what will in the medium-term
likely be a rapidly sliding downturn.

 

We have for some time paid a trade subscription of £7,500 to The Taxpayers'
Alliance who are an independent association that watches over government
expenditure looking for waste and self-aggrandisement amongst the myriads of
council executives who are forever claiming council poverty and putting up
council tax charges but at the same time increasing their senior employees'
pay by unreasonable amounts.  This was recently exposed by most national
newspapers via information researched and supplied by The Taxpayers'
Alliance.  Their website is taxpayersalliance.com.  I recommend shareholders
who still have some money left and who can still afford to donate, should do
so to this independent organisation that helps to bring wasteful costs to the
spotlight of the public eye.  They recently provided research that exposed
that 25% of some council taxes go towards the gold-plated pensions of the
bureaucrats who serve us so badly whilst the taxpayers of the private sector
whose employment are rarely able to provide such largesse.

 

Dividends

The Directors have recommended a payment of a final dividend for the year
ended 31 December 2024 of 6p per share. This year's final dividend of 6p per
share will be payable on 16 July 2025 to shareholders on the register at the
close of business on 27 June 2025 (ex-dividend on 26 June 2025).

 

The full dividend for the year ended 31 December 2024 is therefore anticipated
to be 12p per share, subject to shareholder approval, being the 6p interim per
share paid and the recommended final dividend of 6p per share.

 

I repeat my thanks to our small but dedicated team of staff, growing team of
financial advisers, legal advisers, agents and accountants for all their hard
work during the past year.

 

Special thanks and good wishes go to our tenants, many of whom are
comparatively small entrepreneurial businesses, and I hope they can continue
to manage through the present business climate with the excess burdens placed
upon them by rapacious government taxes.

 

I do not feel I can do justice to the massive incompetence of the present
government and certainly cannot present the problems created by them any
better than many journalists, especially of the Daily Mail and Daily Telegraph
who have forcefully expanded on subjects I highlighted in bureaucratic
foolishness briefly over the last 10 years or so.

 

Thus, instead of writing full hearted ramblings, I have included some eulogies
for past members of our Group to whom we owe so much and will miss.

 

 

 

Andrew S Perloff

CHAIRMAN

 

20 May 2025

 

 

 CHAIRMAN'S RAMBLINGS

 

EULOGIES

 

Years ago, when we were all younger, news was all about weddings, bar
mitzvahs, births - joyous occasions - things to be celebrated but as time
passes news becomes more serious, reminding us of our mortality, making us
aware of the inevitable passage of time.  I recount Malcolm's story first as
he had most influence on Panther and my career.

 

MALCOLM BLOCH

1941-2024

 

Last year in September I had such a call to tell me of the death of Malcolm,
my great friend and business partner of many years.  He had died peacefully
in his sleep, his daughter and one of his best friends by his bedside.
Although his health had not been good for a considerable time, his death still
came as a shock to me.

 

While many of our shareholders and even some of our advisors may not remember
him, he had played a huge role in the success of our group and his part in its
history bears repeating.

 

In 1962, I, a young naïve lad joined Marcus Leaver & Co., a busy
commercial estate agency in their offices off Bond Street.  I was a lowly
office boy - my salary the princely sum of £5 a week plus 2s/9d per day of
luncheon vouchers, i.e., nearly 14p which could purchase a three-course meal!

 

I was rather intimidated by my new plush surroundings but was shown to a desk
and then handed over to my mentor-to-be, Malcolm, who introduced me to the 35
staff.  He was nearly four years older than me and seemed the epitome of
sophistication, being slim and smart wearing a shiny mohair suit which I
coveted immediately.

 

It was a great place to work.  Not only did I quickly begin to learn and
enjoy the property business, but the staff was mostly comprised of young
people which was perfect for a young boy eager to learn and make new friends.

 

The next couple of years passed quickly and enjoyably until one day Malcolm
was summoned into the office of one of the partners.  He emerged looking
upset as he had been instantly dismissed.  Malcolm had been in a dispute with
a client who wanted him to overvalue his property for letting and Malcolm had
been less than tactful in his response.

 

I was almost as upset as Malcolm about this turn of events, but we kept in
touch, so I knew he had secured a job with a house agent in Harrow.    He
was so busy that he and a fellow workmate decided to strike out on their
own.  He asked if I would like to join them which I was delighted to do.

 

Our office was a tiny shop in Eastcote where we were very busy for next few
months.  Our break-even target was 1 house sale a week and we were selling
two!  All was going swimmingly until a credit squeeze was announced by the
then Chancellor and all residential sales came to a standstill.  Our third
partner had no choice but to throw in the towel due to family commitments.

 

Malcolm and I continued, we concentrated on commercial and investment property
which was less affected by the credit squeeze and with the bigger commissions
we started buying single vacant freehold shops which we managed to let at
higher than market rents which showed us very high returns.

 

These were let mainly to immigrants who were involved in the restaurant/take
away business and who tended to live above the shops with their families.
They proved to be very good tenants - establishing successful businesses and
paying their rent on time.

 

Malcolm excelled in confidently dealing with the older people with whom we
came into contact and those tenants whose English was often poor, as I was
still shy with strangers.

 

In 1969 after several moves, Malcolm decided we should upgrade our image and
thus we moved into an attractive Georgian style house in Park Street in
Mayfair W1.   Our offices were on the ground floor, and Malcolm and I took
the two floors above as our separate living quarters.

 

With the move came a substantial increase in business opportunities.  By the
mid-70s we were successfully carrying out various developments which should
have been very profitable had it not been for the prevailing banking crisis
and financial climate which heralded several bleak years throughout which
Malcolm kept his customary good humour and we somehow managed to keep the
business alive.

 

We subsequently purchased control of Levers Optical Company, a small, quoted
concern as we hoped it would help us expand.  It did and helped us survive
the property market crash which came later.

 

Malcolm's indomitable spirit shone through during these hard times he was
confident that all would be well, his good humour and optimism kept us going.

 

The years quickly passed, we had survived several property crashes and built
up the successful business that is Panther today.

 

Having reached the age of 65 Malcolm decided he would like to retire.  His
shares were bought by the company, my brother and me.  Malcolm left for
sunnier climes and a more relaxed lifestyle but always keeping in close
contact with his family, friends and of course, the office.

 

I have not so far mentioned the personal side of our relationship which was
inseparable with our business one.  Having known each other from such a young
age our friends and families became intertwined.   We gathered a gang of
"lads" who socialised, holidayed, ate and chased girls together.   He was
the glue that kept everyone together then and continued to do so until his
death.

 

Malcolm had a huge zest for life with many interests - enjoying watching
boxing, jazz, film, travelling, eating out.  His knowledge of good hotels,
restaurants and movies was encyclopaedic and was more reliable than the
Michelin Guide.

 

His humour, his wit and his optimism made him such good company.   Company
that I miss so much as do many people.

 

Malcolm, you are irreplaceable - it was a privilege to know you, and your
efforts for our Group will be long remembered

 

 

ANTHONY KELLNER

1945-2025

 

 

 

 

Anthony Kellner, who had been struggling with prostate cancer for about eight
months, died peacefully at a Central London nursing home having been treated
at Charing Cross Hospital, near Hammersmith, for five months, then finally
being cared for at Princess Louise of Kensington Nursing Home when he sadly
passed away on Friday, 21 March.

 

Whilst he was bedridden for most of that time, he was stoic to the end and
despite his illness and pain medication, was able to see and talk to all his
visitors with his usual wit and knowledge.

 

He had worked as our in-house solicitor for nearly 20 years and prior to that
had his one-man band private practice in Forest Gate and then a studio office
in Panther House, Mount Pleasant, WC1.

 

I, however, had known him for approaching fifty years as a good friend who
joined my family and I on holidays and was welcomed as part of the family.

 

He was witty, entertaining, knowledgeable and always able to join in whatever
activities there were and was great at inventing his own games, both for
children and adults.

 

For these reasons he was also well liked by all the Panther staff many of whom
took time to visit him in his last six months when he could discuss anything
with them from past experiences at the office with humorous occasion or even
matters of world interest and being so knowledgeable he was always happy to
give advice.  He cared about his fellow workers, and they all appreciated his
concern for them.

 

He took delight in working long hours on any company matters and was diligent
to the nth degree.

 

Whilst he was a single man, he took interest in the families of others and was
a fine uncle to his two nephews and was close to his brother and
sister-in-law.

 

He will be very much missed by his family and all of us here at Panther; his
death has left a gap in our lives.

 

 

MERVYN HARRIS

1946-2023

 

Back in October 2023 I received one of those early morning phone calls that
often denote unexpected bad news.  The caller was Mervyn's son, who informed
me of Mervyn's sudden death after having a heart attack whilst in hospital
after going in for unusual pains.

 

This was completely unexpected as I had recently bumped into him, his wife and
friends going into a favourite restaurant in St John's Wood and he appeared
his usual ebullient and happy self in good health.  I had also spoken to him
on a business matter a few days earlier when there was no inkling of illness.

 

We at Panther had known Mervyn for about 35 years as one of our favourite
panel of legal advisers and although he moved through three or four different
partnerships, we followed him round as we knew he was astute and very
dedicated to his clients' interests.  He was always good humoured with an
easy-going sense of humour for all the unusual things that can happen in
business.

 

This was a great loss to Panther as one of our key advisers, but obviously
even more so to his wife, Lynda, and the rest of his family.

 

 

MICHAEL PETERS

1939-2025

 

Very recently, my brother-in-law, Michael Peters, passed away.  Father to our
CEO, Simon, and his brothers Leigh and Jonathan.  Whilst never working for
us, Michael brought up his sons to be interested in business, thus benefitting
our Group.

 

Michael was a very hard-working pharmacist and happily married to my sister
for 55 years.  He led an exemplary life and showed his three sons by example
the way to live a good life and to be remembered by all who knew him.  He was
knowledgeable and extremely well-travelled with many long-term friends.  He
bore the last 6/7 years of his life with Parkinsons disease and with
fortitude.  His loss will be sadly missed by all my family and his.

 

 

 

 

 

Yours

Andrew S Perloff

Chairman
20 May 2025

 

 

GROUP STRATEGIC REPORT

 

About the Group

Panther Securities PLC ("the Company" or "the Group") is a property investment
company quoted on the AIM market (AIM) since 2013.  Prior to this the Company
was fully listed and included in the FTSE fledgling index, first being fully
listed as a public company in 1934.  The Group currently owns and manages
circa 900 individual property units within circa 120 separately designated
buildings over the mainland United Kingdom.  The Group specialises in mainly
commercial property investing in good secondary retail, industrial units and
offices, and also owns and manages many residential flats in several town
centre locations.  The Group is a generalist investor, not specialising in
any sector or location in the UK and does the majority of its own management
and lettings in-house.  The Group takes an entrepreneurial approach to
property investing assessing each opportunity on its merits.

 

Strategic objective

The primary objective of the Group is to maximise long-term returns for our
shareholders by stable growth in net asset value and dividend per share,
mainly via a consistent and sustainable rental income stream.  The Group also
seeks out exceptional returns within its property portfolio and through
acquisitions looking for value adding opportunities.

 

Progress indicators

Progress will be measured mainly through financial results, and the Board
considers the business successful if it can increase shareholder return and
asset value in the long-term, whilst keeping acceptable levels of risk by
ensuring gearing covenants are well maintained.

 

Key ratios and measures

                                                                               2024    2023    2022    2021     2020
 Gross profit margin (gross profit/ turnover)                                  55%     54%     57%     65%      73%
 Loan to value*                                                                38%     39%     39%     36%      38%
 Interest cover (actual) *                                                     299%    317%    297%    281%     259%
 Finance cost rate (finance costs excluding lease portion/ average borrowings
 for the year)

                                                                               5.8%    6.7%    7.0%    7.5%     7.0%
 Yield (rents investment properties/ average market value investment
 properties)

                                                                               8.4%    8.4%    8.2%    7.9%     7.8%
 Net assets value per share                                                    669p    640p    637p    553p     488p
 Earnings per share - continuing                                               38.4p   25.3p   96.6p   76.4p    14.9p
 Dividend per share**                                                          12.0p   22.0p   12.0p   12.0p    12.0p
 Investment property acquisitions                                              £0.3m   £3.4m   £8.9m   £0.8m    £5.5m
 Investment property disposal proceeds                                         £4.5m   £1.0m   £1.2m   £15.8m   £0.7m

 

* As reported to the Lenders - based on charged property rents, borrowed funds
and bank valuations as appropriate.  There was a change of basis in 2024
following the refinance.

** Based on those declared for the year.

 

Business review

The overall year was another strong year for the Group with earnings being
just over 38p per share with rents receivable within revenue slightly up (the
revenue figure also includes a Stock Property disposal of £390,000).  The
Directors valuation shows they believe that there was a further increase in
property values of £1.3 million in the year (2023 - a £5.5 million
increase).  The valuations of the financial derivatives increased by £3.3
million.

 

Operating profits grew as costs were held or reduced in various categories.

 

The finance costs remain consistent over this and the comparison year, 2024
and 2023 respectively, but we expect them to be lower in 2025 following the
refinance with lower margin and as we have reduced our borrowing early in 2025
(and haven't identified acquisitions, to reborrow, at this time).  Once again
it is worth noticing the split on the income statement, between interest
payable on the floating loan and the income back on our financial derivatives
(swaps).  This financial income generated by our financial derivatives
(swaps) is quite considerable and this validates the high value shown on the
balance sheet.

 

The refinance that took place in March 2024 even though expected, is pleasing
as it puts the Company on good footing, knowing its financing abilities until
March 2028 (with the option to extend to March 2029) - this platform aids
planning and the Group also benefits from agreeing lower margins compared to
the previous facility.

 

The consolidated statement of cash flows in 2024, shows that cash improved by
£2.5 million in the year, pleasingly the cash flow from operating activities
(the trading) showed a £3.6 million contribution, even stronger than the
£2.3 million cash contribution produced in 2023.

 

In terms of the statement of financial position (balance sheet), the Group saw
its asset value grow with a net asset value per share at the year-end of 669p
per share (2023 - 640p per share). The Group currently shows a very large
discount when comparing its prevailing share price to its current net asset
value, and the Board believes this is mainly due to a lack of transactions in
its shares.

 

We would love some positive economic winds but in these uncertain times we see
our relatively small business as a safe haven for investors.  Our Group
benefits from an excellent spread of assets, producing multiple income
streams, financed by secured long term loans fixed at attractive levels all
run by an experienced management team.  So whilst we are in politically and
globally uncertain times, this does not hugely concern the Board as we are set
up to find opportunities and our business model protects shareholder value.

 

Going forward

Our medium term trends show we are experiencing rental growth, some of this is
from renting long-term vacant properties and the rest from improved rental
terms.  Going forward over the next few years we foresee this continuing but
the most important issue for the Group being to control all of the holding and
maintenance costs of our properties. In response to this we have sold some
properties in the year that we consider had little further upside (and some
with high holding costs), and the ones we sold with rental income we believe
have more downside than potential.  In terms of costs, we have brought in
further controls and look to phase our work programmes.  However if, as we
expect ,we can control and/ or phase our costs more effectively, we have the
ability with long term income rental streams and fixed interest rate costs to
potentially be more profitable.

 

As in 2023, we still anticipate some potential additional costs of improving
the energy efficiency of our buildings to keep them in line, or even ahead of
the EPC ("energy performance certificate") regime requirements which is
constantly being updated.  However, we have negotiated no loan amortisation
on our most recent loan (completed in March 2024), so for the current year
until March 2026, so we have extra cash flow.  We also have now got to a
comfortable level in terms of the longer term viability of our properties,
with over 65% of our income being generated from properties with EPC grading C
and above.

 

We are working on opportunities to unlock value within our portfolio, some of
this achieved in 2024, both in terms of letting more of the vacant properties,
selling properties where appropriate to recycle the cash, adding additional
residential units by reproposing upperparts and selling long term vacant
properties (often following achieving planning).

 

The economy continues to be a relatively high-interest rate environment,
compared to the last 15 years, but now with inflation more or less under
control, following two years of very high inflation.  There is a lot of
downside risk to the economy including higher taxes, slower global growth,
cuts to benefits, job losses and higher government borrowing.  The Group has
fixed its interest rate swaps which will protect us from interest rate
increases for many years to come.  The nature of property companies, gives us
a natural hedge over inflation, as property investments tend to increase in
line with inflation, whilst the real value of loans utilised effectively
decreases.

 

There are always uncertainties which can affect property prices in the short
term, however, the Board continues to believe we are protected by our
portfolio's diversity, experienced management team, ability to adapt and by
having access to funds.  We have low gearing levels, supportive lenders and
cash reserves.

 

The Board is confident about the business going forward.

 

Financing

 

On March 2024, the Group completed a new facility of £68 million, split
between a £55 million term loan and a £13 million revolving facility. The
new facility has a four-year term (with a further one-year option to extend
subject to credit approval). The interest rate payable is 2.3 per cent. over
three month SONIA with a ratchet that can take it to 2.5 per cent over three
month SONIA in certain circumstances, although both rates within the agreement
represent an improvement compared to the previous facility. The Group is
providing very similar covenants to the previous facility.  HSBC and
Santander remain as the joint providers of the new facility.

 

The Group at the year end had £7.6 million of cash funds, and had the ability
to draw an additional £5.955 million available within the loan facility.

 

Financial derivative

 

The Group is in a fortunate position whereby it will continue to benefit from
existing interest rate swap arrangements, which provide effective fixed
interest rate protection that is significantly below the current SONIA rates,
in relation to £60 million of the £68 million new facility. The Group's
interest rate swaps provide a fixed interest rate of 3.40 per cent. in
relation to £35 million of the new facility and a fixed interest rate of 2.01
per cent. in relation to £25 million of the new facility. The durations of
the Group's existing swaps are beyond the term of the new facility.

 

We have seen a fair value gain (of a non-cash nature) in our long term
liability on derivative financial instruments of £3.27 million (2023: a loss
of £1.96 million).  Following this gain the total financial derivative
balance is an asset on our Consolidated Statement of Financial Position of
£5.8 million (2023: £2.5 million asset).

 

In February 2021 the Company paid £5,000,000 to vary a long-term swap
agreement.  The agreement varied was an interest rate swap fixed at 5.06%
until 31 August 2038 on a nominal value of £35 million and had circa 17.5
years remaining.  Following the variation, the Group's fixed rate dropped on
1 September 2023 to 3.40% saving the Group £581,000 p.a. in cash flow until
the end point of the instrument. We saw the first full year's benefit of this
annual change in 2024.

 

These financial instruments (shown in note 27 of the full Annual Report) are
interest rate swaps that were entered into to remove the cash flow risk of
interest rates increasing by fixing our interest costs.  We have seen that in
uncertain economic times there can be large swings in the accounting
valuations.

 

Small movements in the expectation of future interest rates can have a
significant impact on the fair value of these interest rate swaps; this is
partly due to their long dated nature.

 

Financial risk management

The Company and Group's operations expose it to a variety of financial risks,
the main two being the effects of changes in the credit risk of tenants and
interest rate movement exposure on borrowings.  The Company and Group have in
place a risk management programme that seeks to limit the adverse effects on
the financial performance of the Company and Group by monitoring and managing
levels of debt finance and the related finance costs. The Company and Group
also use interest rate swaps to protect against adverse interest rate
movements with no hedge accounting applied.  Mark-to-market valuations on our
financial instruments have been historically erratic due to current low market
interest rates and due to their long term nature. These large mark-to-market
movements are shown within the Income Statement.

 

On £60 million of the drawn loan at the year-end, the actual cash outlay
effect is nil when considering the combined effect of the loan and the
financial derivatives. This is because the instruments have been used to fix
the risk of further cash outlays due to interest rate rises or can be
considered as a method of locking in returns (the difference between rent
yield and interest paid at a fixed rate). At the year end, the Company had
drawn circa £2 million more of the loan than the fixed amount so this element
is floating.

 

Given the size of the Company and Group, the Directors have not delegated the
responsibility of monitoring financial risk management to a sub-committee of
the Board.  The policies set by the Board of Directors are implemented by the
Company and Group's finance department.

 

Credit risk

The Company and Group have implemented policies that require appropriate
credit checks on potential tenants before lettings are agreed.  In many cases
a deposit is requested unless the tenant can provide a strong personal or
other guarantee. The amount of exposure to any individual counterparty is
subject to a limit, which is reassessed annually by the Board. Exposure is
reduced significantly due to the Group having a large spread of tenants who
operate in different industries.

 

Price risk

The Company and Group are exposed to price risk due to normal inflationary
increases in the purchase price of the goods and services it purchases in the
UK.  The exposure of the Company and Group to inflation is considered low due
to the low cost base of the Group and natural hedge we have from owning "real"
assets.  Price risk on income is protected by the rent review clauses
contained within our tenancy agreements and often secured by medium or
long-term leases.

 

Liquidity risk

The Company and Group actively manage liquidity by maintaining a long-term
finance facility, strong relationships with many banks and holding cash
reserves.  This ensures that the Company and Group have sufficient available
funds for operations and planned expansion or the ability to arrange such.

 

Interest rate risk

The Company and Group have both interest bearing assets and interest bearing
liabilities.  Interest bearing assets consist of cash balances which earn
interest at fixed rate when placed on deposit.  The Company and Group have a
policy of only borrowing debt to finance the purchase of cash generating
assets (or assets with the potential to generate cash).  We also use
financial derivatives (swaps) where appropriate to manage interest rate
risk.  The Directors revisit the appropriateness of this policy annually.

 

Principal risks and uncertainties of the Group

The successful management of risk is something the Board takes very seriously
as it is essential for the Group to achieve long-term growth in rental income,
profitability and value. The Group invests in long term assets and seeks a
suitable balance between minimising or avoiding risk and gaining from
strategic opportunities.  The Group's principal risks and uncertainties are
all very much connected as market strength will affect property values, as
well as rental terms and the Group's finance, or term loan, whose security is
derived primarily from the property assets of the business. The financial
health of the Group is checked against covenants that measure the value of the
property, as a proportion of the loan, as well as income tests.

 

The two measures of the Group's finances are to check if the Group can support
the interest costs (income tests) and also the ability to repay (valuation
covenants).

 

The Group has a successful strategy to deal with these risks, primarily its
long lasting business model and strong management.  This meant the Group has
had little or no issues as it navigated the many economic shocks it has had to
deal with over the last two decades including the 2008 banking crisis, Brexit,
the COVID-19 crisis, the high interest rate/ high inflationary effect post
covid-19/ Ukraine war consequences and Trump economics.  The Group currently
sits with low gearing compared to historic levels.

 

Market risk

If we want to buy, sell or let properties there is a market that governs the
prices or rents achieved.  A property company can get caught out if it
borrows too heavily on property at the wrong time in the market, affecting its
loan covenants. If loan covenants are broken, the Company may have to sell
properties at non-optimum times (or worse) which could decrease shareholder
value.  Property markets are very cyclical and we in effect have three
strategies to deal with or mitigate the risk, but also take advantage of this
opportunity:

 

1) Strong, experienced management means when the market is strong we look to
dispose of assets and when it is weak we try and source bargains i.e. an
emergent strategy also called an entrepreneurial approach.

 

2) The Group has a diversified property portfolio and maintains a spread of
sectors over retail, industrial, office and residential. The other
diversification is having a spread regionally, of the different classes of
property over the UK. Often in a cycle not all sectors or locations are
affected evenly, meaning that one or more sectors could be performing
stronger, maybe even booming, whilst others are struggling. The stronger
performing investment sectors provide the Group with opportunities that can be
used to support slower sectors through sales or income.

 

3) We invest in good secondary property, which tends to be lower value/cost,
meaning we can be better diversified than is possible with the equivalent
funds invested in prime property. There are not many property companies of our
size that have circa 900 individual units and circa 120 buildings/ locations.
Secondary property also, very importantly, is much higher yielding which
generally means the investment generates better interest cover and its value
is less sensitive to market changes in rent or loss of tenants.

 

Property risk

As mentioned above, we invest in most sectors in the market to assist with
diversification.  Many commentators consider the retail sector to be in
period of severe flux, considerably affected by changing consumer habits such
as internet shopping as well as a preference for experiences over products.
Of the Group's investment portfolio, retail makes up the largest sector being
circa 60 to 65% by income generation.  However, the retail sector is affected
to lesser degrees in what we would describe as neighbourhood parades, as
opposed to traditional shopping high streets.  The large part of our retail
portfolio is in these neighbourhood parades, meaning we are less affected by
consumer habits and even benefit from some of the changes.  Neighbourhood
parades provide more leisure, services and convenience retail.

 

For example we have undertaken a few lettings to local or smaller store
formats, to big supermarket chains, which would not have taken place many
years ago.  Block policy is another key mitigating force within our property
risks.  Block policy means we tend to buy a block rather than one off
properties, giving us more scope to change or get substantial planning
permission if our type of asset is no longer lettable.  The obvious example
is turning redundant regional offices into residential.  In addition by
having a row of shops, we can increase or reduce the size of retail units to
meet the current requirements of retailers.

 

Finance risk

The final principal risk, which ties together the other principal risks and
uncertainties, is that if there are adverse market or property risks then
these will ultimately affect our financing, making our lenders either force
the Group to sell assets at non-optimal times, or take possession of the
Group's assets.  The management, business model and diversification factors
described above help mitigate against property and market risks, which as a
consequence mitigate our finance risk.

 

The main mitigating factor is to maintain conservative levels of borrowing, or
headroom to absorb downward movements in either valuation or income cover. The
other key mitigating factor is to maintain strong, honest and open
relationships with our lenders and good relationships with their key
competitors.  This means that if issues arise, there will be enough goodwill
for the Group to stay in control and for the issues to resolve themselves and
hopefully remedy the situation.  As a Group we also hold uncharged properties
and cash resources, which can be used to rectify any breaches of covenants.

 

Other non-financial risks

 

The Directors consider that the following are potentially material
non-financial risks:

 Risk                          Impact                                                 Action taken to mitigate

 Reputation                    Ability to raise capital/ deal flow reduced            Act honourably, invest well and be prudent.

 Regulatory changes            Transactional and holding costs increase               Seek high returns to cover additional costs.

                                                                                      Lobby Government -"Ramblings". Use advisers when necessary.

 People related issues         Loss of key employees/ low morale/ inadequate skills   Maintain market level remuneration packages, flexible working and training.
                                                                                      Strong succession planning and recruitment. Suitable working environment.

 Computer failure              Loss of data, debtor history                           External IT consultants, backups, offsite copies. Latest virus and internet
                                                                                      software.

 Asset management              Wrong asset mix, asset illiquidity, hold cash          Draw on wealth of experience to ensure balance between income producing and
                                                                                      development opportunities.  Continued spread of tenancies and geographical
                                                                                      location.  Prepare business for the economic cycles.

 Acts of God (e.g. COVID 19)   Weather incidents, fire, terrorism,  pandemics         Where possible cover with insurance.  Ensure the Group carry enough reserves
                                                                                      and resources to cover any incidents.

 

 

 

 

Section 172(1) statement

 

This is a reporting requirement and relates to companies defined as large by
the Companies Act 2006, this includes public companies as otherwise the Group
would not be considered large.

 

Each individual Director must act in the way he considers, in good faith,
would be the most likely to promote the success of the company for benefit of
its members as a whole, and in doing so the Directors have had regard to the
matters set out in section 172(1) (a) to (f) when performing their duty under
section 172.

 

The matters set out are:

 

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

The longer term decisions are made at Board level ensuring a wealth of
experience and a breadth of skills.  The value creation in the business is
mainly generated by buying the investments at the right time in the financial
cycles, whilst reducing risk by choosing assets that have alternative or back
up values to the current use, as well as initial values. It is also key that
long term decisions are made in respect of ensuring that property assets are
well maintained, where economically viable.  Other areas to ensure decisions
are in tune with long term consideration are making sure the best possible
financing of the Group to match the requirements of the long-term nature of
property ownership.  The Board and management makes long term decisions such
as keeping a vigilant review of the changing nature of property usage and
tries where possible to diversify its income streams.  Chorley and Trowbridge
as purchases are good examples, i.e. both industrial property investments -
giving protection against changing consumer habits within retail (which is a
larger component of the current portfolio) through diversification/
rebalancing the portfolio.  In 2024 the Group sold retail assets in Hull,
Widnes, Kings Lynn and Blackburn which the Board believed had a weaker
outlook.

 

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

The Company makes investment in and the development of talent of its
employees, including paying for professional development, providing in house
updates and encouraging knowledge sharing.  The Group has a strong track
record of promoting from within the business and both our Property Director
and Head of Property qualified and trained for their RICS whilst employed at
the Group, who fully supported their training.  In 2021 the Finance Director
was promoted to Chief Executive.  The Group undertakes team building
activities to encourage cohesion and working together.

 

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

Being in the property industry the business is used to dealing with many types
of businesses as tenants from large multi-national businesses to small sole
traders - keeping good sound relationships with both is key.  We also use
many small operators and suppliers and we ensure prompt payment, paying within
30 days in most instances to again foster good working relations.  We
maintain weekly payment runs to support small suppliers.

 

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

The Group's investments by their very nature often have a significant impact
on local communities, providing services and convenience businesses, or places
for local enterprise or employment.  By owning a parade of shops, we can
ensure where possible that these are viable locations by encouraging a variety
of offerings.  The Group maintains and upkeeps its investment properties to a
viable level which benefits the local communities they provide accommodation
for, or seeks improvements in planning permission which can enhance local
areas.  In 2023 a historic listed building in Liverpool was brought back into
use after many years of not being utilised, now being used by a leisure
operator.   In 2024 we have brought in DocuSign for leases and other
agreements dealt with inhouse which will have a beneficial environmental
impact with less paper and carbon being produced on the delivery of the
documents.  We also ensure we upgrade our units to the required EPC levels
which by its very nature reduces the longer term environmental impact of the
use of these units.

 

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

The Group maintains an appropriate level of Corporate Governance that is
documented within its own section within these Financial Statements and on the
Company's website.  With a relatively small management team it is easier to
monitor and assess the culture and encourage the appropriate standards.  The
Board strives to delegate and empower its management teams to ensure the high
standards are maintained at all levels within the business.  In recent years
we strengthened the Board the appointments of two non-executive directors with
current relevant external knowledge of banking and surveying/ valuation.

 

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

The Group has excellent communication with its members, actively encouraging
participation and discussion at its AGMs and also circulating letters of our
announcements to ensure older members or those not accessing the financial
news can keep up to date with relevant information.  Our Chairman is unpaid,
his benefit or income from the Company is received via dividends pro-rata the
same as all members including minority shareholders.

 

The Group Strategic Report set out on the above pages, also includes the
Chairman's Statement shown earlier in these accounts and was approved and
authorised for issue by the Board and signed on its behalf by:

 

 

 

 

S. J. Peters

Chief Executive Officer

 
 

Unicorn House

Station Close

Potters Bar

Hertfordshire EN6 1TL
 
20 May 2025

 

 

 

 

 CONSOLIDATED INCOME STATEMENT

For the year ended 31 December 2024

 

                                                             Notes  31 December 2024           31 December 2023
                                                                              £'000                      £'000

 Revenue                                                            15,047                     14,457
 Cost of sales                                                      (6,704)                    (6,630)
 Gross profit                                                       8,343                      7,827

 Other income                                                       794                        1,043
 Administrative expenses                                            (1,659)                    (1,843)
 Bad debt expense                                                   (526)                      (680)
 Operating profit                                                   6,952                      6,347

 Profit on disposal of investment properties                        1,296                      305
 Movement in fair value of investment properties                    1,300                      5,534
                                                                    9,548                      12,186

 Finance costs - interest                                           (5,722)                    (5,586)
 Finance income - swap interest                                     1,422                      757
 Investment income                                                  158                        108
 Loss on the disposal of investments                                -                          (4)
 Fair value gain/(loss) on derivative financial liabilities         3,265                      (1,962)
 Profit before income tax                                           8,671                      5,499

 Income tax expense                                                 (1,984)                    (1,076)
 Profit for the year                                                6,687                      4,423

 Continuing operations attributable to:
 Equity holders of the parent                                       6,687                      4,423
 Profit for the year                                                6,687                      4,423

 Earnings per share
 Basic and diluted - continuing operations                   3      38.4p                      25.3p

 

 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 For the year ended 31 December 2024

 

                                                                                Notes  31 December 2024  31 December 2023
                                                                                       £'000             £'000

 Profit for the year                                                                   6,687             4,423

 Items that will not be reclassified subsequently to profit or loss
 Movement in fair value of investments taken to equity                                 18                19
 Deferred tax relating to movement in fair value of
 investments taken to equity                                                           (4)               (5)
 Realised fair value on disposal of investments previously taken to equity

                                                                                       -                 43
 Realised deferred tax relating to disposal of investments previously taken to
 equity

                                                                                       -                 (10)

 Other comprehensive income for the year, net of tax                                   14                47
 Total comprehensive income for the year                                               6,701             4,470

 Attributable to:
 Equity holders of the parent                                                          6,701             4,470

 

 

 

 CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 Company number 00293147

 As at 31 December 2024
                                         Notes  31 December 2024  31 December 2023
 ASSETS                                         £'000             £'000
 Non-current assets
 Plant and equipment                            47                42
 Investment properties                   4      182,204           185,169
 Derivative financial asset              6      4,945             2,505
 Right of use asset                             179               221
 Investments                                    201               165
                                                187,576           188,102
 Current assets
 Stock properties                               101               350
 Investments                                    -                 26
 Derivative financial asset                     825               -
 Trade and other receivables                    4,630             3,250
 Cash and cash equivalents (restricted)         2,604             954
 Cash and cash equivalents                      5,038             4,198
                                                13,198            8,778
 Total assets                                   200,774           196,880

 EQUITY AND LIABILITIES
 Capital and reserves
 Share capital                                  4,437             4,437
 Share premium account                          5,491             5,491
 Treasury shares                                (1,088)           (772)
 Capital redemption reserve                     572               572
 Retained earnings                              106,748           102,144
 Total equity                                   116,160           111,872

 Non-current liabilities
 Borrowings                              5      61,401            -
 Deferred tax liabilities                       5,232             4,225
 Leases                                         8,190             8,113
                                                74,823            12,338
 Current liabilities
 Trade and other payables                       9,341             8,528
 Borrowings                              5      -                 64,101
 Current tax payable                            450               41
                                                9,791             72,670
 Total liabilities                              84,614            85,008

 Total equity and liabilities                   200,774           196,880

 

The accounts were approved by the Board of Directors and authorised for issue
on 20 May 2025. They were signed on its behalf by:

 

A.S. Perloff, Chairman

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2024

 

 

 

                              Share    Share    Treasury  Capital     Retained  Total
                              capital  premium  shares    redemption  earnings
                              £'000    £'000    £'000     £'000       £'000     £'000
 Balance at 1 January 2023    4,437    5,491              604

                                                (772)                 101,467   111,227
 Total comprehensive income   -        -                  -           4,470     4,470

                                                -
 Dividends                    -        -        -         -           (3,844)   (3,844)
 Consolidation adjustments    -        -                  (32)        51        19

                                                -

 Balance at 1 January 2024    4,437    5,491              572

                                                (772)                 102,144   111,872
 Total comprehensive income   -        -                  -           6,701     6,701

                                                -
 Dividends                    -        -        -         -           (2,093)   (2,093)
 Treasury shares purchased    -        -                  -           -         (316)

                                                (316)
 Consolidation adjustments    -        -                  -           (4)       (4)

                                                -

 Balance at 31 December 2024  4,437    5,491              572

                                                (1,088)               106,748   116,160

 

 

 

 CONSOLIDATED STATEMENT OF CASH FLOWS

 For the year ended 31 December 2024

 

                                                           31 December 2024  31 December 2023
                                                           £'000             £'000
 Cash flows from operating activities
 Operating profit                                          6,952             6,347
 Add: Depreciation                                         27                22
 Add: Finance lease depreciation                           514               -
 Add: Loss on current assets investments                   9                 -
 Rent paid treated as interest                             (657)             (680)
 Profit before working capital change                      6,845             5,689
 Decrease in assets held for resale                        -                 191
 Decease in stock properties                               249               -
 Increase in receivables                                   (397)             (72)
 Increase in payables                                      838               690
 Cash generated from operations                            7,535             6,498
 Interest paid                                             (3,366)           (3,856)
 Income tax paid                                           (572)             (361)
 Net cash generated from operating activities

2,281
                                                           3,597

 Cash flows from investing activities
 Purchase of investment properties                         (308)             (3,449)
 Purchase of investments**                                 -                 (256)
 Purchase of plant and equipment                           (32)              -
 Proceeds from sale of investment property                 4,483             950
 Proceeds from sale of investments**                       -                 404
 Dividend income received                                  5                 14
 Interest income received                                  153               94
 Net cash generated from/(used in) investing activities

(2,243)
                                                           4,301

 Cash flows from financing activities
 Draw down of loan                                         1,375             5,000
 Repayments of loans                                       (3,455)           -
 Loan amortisation repayments                              (125)             (500)
 Purchase of own shares                                    (316)             -
 Loan arrangement fees and associated set up costs         (794)             -
 Dividends paid                                            (2,093)           (3,844)
 Net cash (used)/generated from financing activities       (5,408)           656
 Net increase in cash and cash equivalents                 2,490             694

 Cash and cash equivalents at the beginning of year*       5,152             4,458
 Cash and cash equivalents at the end of year*             7,642             5,152

* Of this balance £2,604,000 (2023: £954,000) is restricted by the Group's
lenders i.e. it can only be used for purchase of investment property.

** Shares in listed and/or unlisted companies.

 

 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 For the year ended 31 December 2024

 

1.   General information

While the financial information included in this preliminary announcement has
been prepared in accordance with International Financial Reporting Standards
(IFRSs), this announcement does not itself contain sufficient information to
comply with IFRSs.  The Group will publish full financial statements that
comply with IFRSs which will shortly be available on its website and are to be
posted to shareholders shortly.

 

The financial information set out in the announcement does not constitute the
Company's statutory accounts for the years ended 31 December 2024 or 2023.

 

The financial information for the year ended 31 December 2024 is derived from
the audited statutory accounts for the year ended 31 December 2024 on which
the auditors have given an unqualified report, that did not contain a
statement under section 498(2) or 498(3) of the Companies Act 2006.  The
statutory accounts will be delivered to the Registrar of Companies following
the Company's annual general meeting.

 

The accounting policies adopted in the preparation of this preliminary
announcement are consistent with those set out in the latest Group Annual
financial statements.

 

Going Concern

The Directors have prepared three detailed financial forecasts to December
2028 assuming a significant downward trend in its income base including loss
of a major tenant, inflation leading to increasing costs, higher interest
rates, worsening bad debts and no major disposals.  The forecasted worst-case
scenario demonstrated the Group is a going concern even if the business was
subjected to a long downward spiral in its business activities. In summary,
the Group's forecasts show that it has enough financial resources to survive
to beyond December 2028.

 

The Group is strongly capitalised, has high liquidity together with a number
of long-term contracts with its customers many of which have strong
covenants.  The Group has a diverse spread of tenants across most industries
and owns investment properties based in many locations across the country.

 

The Group's main loans were renewed in March 2024 for a new four year term
with the ability to extend for an additional year (subject to bank
approval).  The Group always maintains excellent relations with its lenders.
The loan is made jointly by two lenders and has a low level of gearing which
both give the Group's financial position more resilience.

 

The lenders' covenants as at 31 December 2024 have been reviewed and
significant movements would be required before a covenant was breached such as
a 32% decrease in the secured portfolio valuation (a circa £50 million
reduction) or 42% decrease in its actual income cover being circa £5 million
reduction in income. The Group also currently has cash reserves (and available
funds under its loan facility) and other uncharged assets (including circa
£11 million of investment property).

 

The Directors believe the Group is very well placed to manage its business
risks successfully and have a good expectation that both the Company and the
Group have adequate resources to continue their operations for the foreseeable
future.   For these reasons, they continue to adopt the going concern basis
in preparing the financial statements.

 

2.   Dividends

 

Amounts recognised as distributions to equity holders in the period:

 

                                                                                 2024     2023

                                                                                 £'000    £'000
 Interim dividend for the year ended 31 December 2024 of 6p per share (2023: 6p
 per share)

                                                                                 1,046    1,048
 Final dividend for the year ended 31 December 2023 of 6p per share (2022: 6p
 per share)

                                                                                 1,047    1,048
 Special dividend for the year ended 31 December 2023 of 10p per share

                                                                                 -        1,748

                                                                                 2,093    3,844

 

The Directors recommend a payment of a final dividend for the year ended 31
December 2024 of 6p per share, following an interim dividend of 6p per share
which was paid on 29 October 2024.  The final dividend of 6p per share will
be payable on 16 July 2025 to shareholders on the register at the close of
business on 27 June 2025 (Ex dividend on 26 June 2025).

 

The full ordinary dividend for the year ended 31 December 2024 is anticipated
to be 12p per share, subject to shareholder approval, being the 6p interim per
share paid and the recommended final dividend of 6p per share.

 3.   Earnings per ordinary share (basic and diluted)

 The calculation of profit per ordinary share is based on the profit, being a
 profit of £6,687,000 (2023 - £4,293,000) and on 17,420,429 ordinary shares
 being the weighted average number of ordinary shares in issue during the year
 excluding treasury shares (2023 - 17,471,929).  There are no potential
 ordinary shares in existence. The Company holds 378,000 (2023 - 275,000)
 ordinary shares in treasury.

4.   Investment properties

                                                                Investment properties
                                                                £'000
 Fair value
 At 1 January 2023                                              176,937
 Additions                                                      3,449
 Disposals                                                      (645)
 Fair value adjustment on investment properties held on leases  (106)
 Revaluation increase                                           5,534

 At 1 January 2024                                              185,169
 Additions                                                      308
 Disposals                                                      (4,195)
 Fair value adjustment on investment properties held on leases  (378)
 Revaluation increase                                           1,300
 At 31 December 2024                                            182,204
 Carrying amount
 At 31 December 2024                                            182,204

 At 31 December 2023                                            185,169

 

5.   Bank loans

                                          2024    2023
                                          £'000   £'000

 Bank loans due within one year           -       64,101
 (within current liabilities)
 Bank loans due after more than one year  61,401  -
 (within non-current liabilities)
 Total bank loans                         61,401  64,101

 

                                      2024       2024     2024    2023
 Analysis of debt maturity            £'000      £'000    £'000   £'000
                                      Interest*  Capital  Total   Total
 Bank loans repayable
 On demand or within one year         4,241      -        4,241   65,903
 In the second year                   4,228      375      4,603   -
 In the third year to the fifth year  9,390      61,026   70,416  -

                                      17,859     61,401   79,260  65,903

*based on the 3 month SONIA floating rate charged in March 25 - 4.68%.

 

On 28 March 2024, the Group refinanced by completing a new facility of £68
million, split between a £55 million term loan and a £13 million revolving
facility. The new facility has a four-year term (with a further one-year
option to extend subject to credit approval). The interest rate payable is 2.3
per cent. over three month SONIA with a ratchet that can take it to 2.5 per
cent over three month SONIA in certain circumstances.

 

HSBC and Santander remain as the joint providers of the new facility.

 

The bank loans are secured by first fixed charges on the properties held
within the Group and floating asset over all the assets of the Company.  The
lenders have also taken fixed security over the shares held in the Group
undertakings.

 

The estimate of interest payable is based on current interest rates and as
such, is subject to change.

 

The Directors estimate the fair value of the Group's borrowings, by
discounting their future cash flows at the market rate (in relation to the
prevailing market rate for a debt instrument with similar terms).  The fair
value of bank loans is not considered to be materially different to the book
value.  Bank loans are financial liabilities.

 

6.   Derivative financial instruments

 

The main risks arising from the Group's financial instruments are those
related to interest rate movements. Whilst there are no formal procedures for
managing exposure to interest rate fluctuations, the Board continually reviews
the situation and makes decisions accordingly. Hence, the Company will, as far
as possible, enter into fixed interest rate swap arrangements. The purpose of
such transactions is to manage the cash flow risks associated with a rise in
interest rates but does expose it to fair value risk.

                                    2024           2023
 Bank loans                         £'000          £'000
 Interest is charged as to:                 Rate           Rate
 Fixed/ Hedged
 HSBC Bank plc                      35,000  3.40%  35,000  6.10%
 HSBC Bank plc                      25,000  2.01%  25,000  4.71%
 Unamortised loan arrangement fees  (644)          (149)

 Floating element
 HSBC Bank plc                      2,045          4,250
                                    61,401         64,101

 

Bank loans totalling £60,000,000 (2023 - £60,000,000) are fixed using
interest rate swaps removing the Group's exposure to fair value interest rate
risk. Other borrowings are arranged at floating rates, thus exposing the Group
to cash flow interest rate risk.

 

Financial instruments for Group and Company

The derivative financial assets and liabilities are designated as held for
trading.

 

                                          Hedged amount    Average rate     Duration of contract remaining  2024         2023

                                                                                                            Fair value   Fair value
                                          £'000                             'years'                         £'000        £'000
 Derivative Financial Asset/ (Liability)
 Interest rate swap                       35,000           3.40%            13.69                           2,867        347
 Interest rate swap                       25,000           2.01%            6.92                            2,903        2,158
                                                                                                            5,770        2,505

 Net fair value gain/(loss) on derivative financial assets                                                  3,265        (1,962)

 

The rates shown includes a 2.3% margin (2023 - 2.7%). Neither contracts
include break options in the term but are repayable on a cessation of lending.

 

7. Events after the reporting date

 

On 10 February 2025 the Group disposed of its freehold investment properties
owned in Wolverhampton for £2,500,000.   This is expected to generate a
£330,000 profit on disposal in the 2025 accounts (before costs of disposal).

 

On 3 March 2025 the Group paid back £5,100,000 of the loan facility (using
disposal proceeds), these funds can be redrawn.

 

8.   Copies of the full set of Report and Accounts

 

Copies of the Company's report and accounts for the year ended 31 December
2024, which will be posted to shareholders shortly, will be available from the
Company's registered office at Unicorn House, Station Close, Potters Bar,
Hertfordshire, EN6 1TL and will be available for download on the Group's
website www.pantherplc.com (http://www.pantherplc.com) .

 

The 91(st) Annual General Meeting of Panther Securities P.L.C. is planned to
be held on 18 June 2025 in the Oslo Court, Charlbert Street, St John's Wood,
NW8 7EN at 11.15 am.

 

 

 

 Panther Securities PLC                    +44 (0) 1707 667 300
 Andrew Perloff, Chairman
 Simon Peters, CEO & Finance Director

 

Allenby Capital
Limited
  +44 (0) 20 3328 5656

(Nominated Adviser and Joint Broker)

Alex Brearley

Piers Shimwell

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