REG - Trafalgar PropertyGp - Final Results
07/09/2021 07:00
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RNS Number : 9104K Trafalgar Property Group PLC 07 September 2021
TRAFALGAR PROPERTY GROUP PLC
("Trafalgar", the "Company" or "Group")
Final Results for the year ended 31 March 2021 and notice of Annual
General Meeting
Trafalgar (AIM: TRAF), the AIM quoted residential property developer operating
in southeast England, announces its final results for the twelve months ended
31 March 2021.
The Company's Annual Report is being posted to shareholders today, a copy can
also be found on the Company's website. It contains notice of the Annual
General Meeting of the Company to be held at the Company's offices at
Chequers Barn, Bough Beech, Edenbridge, Kent TN8 7PD at 11.00 a.m. on
Thursday 30th September 2021.
Enquiries:
Trafalgar Property Group Plc +44 (0) 1732 700 000
James Dubois
Spark Advisory Partners Ltd - AIM Nominated Adviser +44 (0) 20 3368 3550
Matt Davis/James Keeshan
Peterhouse Capital Limited - Broker +44 (0) 20 7409 0930
Duncan Vasey/Lucy Williams
CHAIRMAN'S STATEMENT
for the year ended 31 March 2021
On behalf of the Board, I present Trafalgar Property Group Plc (the
Group), results for the year ended 31 March
2021 which includes six property sales and two site options
completed in the year. The overall result was disappointing,
as can be seen in the attached Accounts and Strategic Report, although an improvement on the
previous year's loss. We are continuing to progress two existing land
options that we still hold but Covid-19 related issues are causing delays in
the planning process.
Financials
The year under review saw the Group turnover at £2,285,800 (2020: £1,970,106), with a loss after tax of
£329,194 (2020: Loss £1,022,898), after taking into account
exceptional items as detailed in note 19 to the accounts.
Management have performed a review of the assets and liabilities
of the underlying subsidiaries which form the value of the anticipated
profits on ongoing developments.
Due to the uncertainties and timing these planning appeals,
it has been agreed by management not to include any future
anticipated profits of developments in their assessment.
The cash on the balance sheet at the end of the year was £246,193 (2020: £27,969) and the Group continues
to have sufficient bank facilities for all planned activities.
In July 2020 we completed a share issue raising £750,000
of cash, before expenses, which provided additional
cash reserves for our planned activities.
Business Environment and Outlook
On 24(th) November, 2020 Gary Thorneycroft was appointed as a Director of the
Group which strengthens the Board with his particular expertise within the
accountancy profession. This retains a good balance of complementary
skills on the Board. We are currently progressing offers of finance alongside our planning applications so that
we should be well placed to commence our developments as
soon as planning permits.
The effects
of the Covid-19 pandemic have affected our business since March 2020
as sales of completed units have been delayed by some months with the
planning process being negatively impacted by the effects of the
pandemic. Fortunately we had completed the construction phase of these units although
there have also been delays to the obtaining of planning permission
for other potential new sites. Like most
businesses, we are aware of our need to conduct ourselves carefully
to preserve the health of our staff and customers.
I would refer
you to the Strategic Report that covers our activities in
more detail.
James Dubois
Chairman
6 September 2021
Trafalgar Property Group Plc
STRATEGIC REPORT
for the year ended 31 March 2021
Business review, results and dividends
All trading and property assets of Trafalgar Property Group Plc (Group) are held in the name
of the Group or its subsidiaries as follows:
Trafalgar New Homes Limited (TNH) Trafalgar Retirement+ Limited (TR+)
Selmat Limited (Selmat)
Combe Bank Homes (Oakhurst) Limited (Oakhurst) Combe Homes
(Borough Green) Limited (Borough Green)
All bank borrowings were the liability of TNH, the wholly
owned subsidiary of the Group, however during the year the bank borrowings
were cleared. Mortgages of £924,373 exist on the four properties
held by Selmat. The shares of the Group are quoted on the London
Stock Exchange AIM market.
The principal activity of the Group continues to be that of home building and property development
and the consolidated results of the year's trading, are shown below.
The consolidated loss for the year was £329,194
(2020: Loss £ 1,022,898) after taking into account exceptional items as
mentioned in note 19 to the accounts.
Principal risks & uncertainties
Set out below are certain risk factors which could have an impact on the Group's long-term performance.
The
factors discussed below should not be regarded as a complete and comprehensive statement of all potential
risks and uncertainties facing the Group.
The principal risks and uncertainties facing the Group are:
1. Direct costs may escalate and eat into gross profit margins.
2.
Heavy overheads may be incurred especially when projects have been completed and before others
have been commenced.
3. The Group could commit too much to future capital projects.
4. The Group's reliance on key members of staff.
5.
The market may deteriorate, damaging liquidity of the Group and
future revenues. The Group considers that it mitigates these risks
with the following policies and actions:
1.
The Group affords its bankers and other lenders a strong level
of asset and income cover and maintains good
relationships with a range of funding sources from which it is able
to secure finance on favourable terms.
2.
Direct costs are outsourced on a fixed price contract basis, thereby passing on to the contractor
all risk of cost overspend, including from increased
material, labour or other costs.
3.
Most other professional services are also outsourced, thus providing a known fixed cost before any
project is taken forward and avoiding the risk that can arise in employing in-house professionals
at a high unproductive overhead at times when activity is slack.
4. Buying decisions for capital
projects are taken at Board level, after careful research by the Directors
personally, who have substantial experience in various business sectors
and markets.
The Group has
focused on a niche market sector of new home developments in the range of four to twenty
units. Within this unit size, competition to purchase development
sites from land buyers is relatively
weak, as this size is unattractive to major national and regional house builders who require a larger
scale to justify their administration and overheads, whilst
being too many units for the smaller
independent builder to finance or undertake as a project. Many
competitors who also focus on this niche have yet to recapitalise and are
unable to raise finance.
5.
Many of the activities are outsourced and each of the Directors is fully aware of the activities of all
members.
6. The Group has a corporate governance policy appropriate for a
small publicly listed company with
ambitions substantially to raise its profile
within the wider investor community.
Operations review
A summary of the results for the year is as follows:-
2021 2020
£ £
Revenue for the year 2,285,800 1,970,106
Gross profit 322,006 154,068
Loss after taxation (329,194) (1,022,898)
Group turnover for the year amounted to £2,285,800 (2019: £1,970,106), representing the sale of six
units at Sheerness plus two land options purchased and sold (2020: two
residential properties plus car park space).
After taking into account the overheads
of the Group, there was a loss recorded for the year of (£329,194)
after exceptional items as detailed in note 19.
There will be no tax charge and the
Company now has tax losses being carried forward of £ 4,645,489
(2020: losses £4,381,991).
The loss per share during the year
was (0.34p), (2020: loss per share 0.21p).
As can be seen from the above ,
the Group failed to achieve a profit for the year under review and
during the year all remaining
residential units have been sold being the remaining six units at the
Sheerness Site. There are currently two site options in Send &
Leatherhead upon which planning was not granted and for which now appeals have
been lodged with further option opportunities being explored.
Directors' duties under S172
The Directors believe that, individually
and together, they have acted in the way they consider, in good faith,
would be most likely to promote the success of the Group for the benefit of its members as a whole, having
regard to the stakeholders and matters set out in s172(1)(a-f)
of the Companies Act 2006 in the decisions taken
during the year ended 31 March 2021.
Our Board of Directors remain aware of their responsibilities
both within and outside of the Group. Within the limitations of a
Group with so few employees we endeavour to follow these principles:
Purpose, vision and strategy: this is set out on pages
5-7 on this Strategic Report and we recognise
our role in identifying opportunities to develop homes and apartments to the best quality standards.
Group policies: these are reviewed annually and staff and Directors are encouraged to improve their
skillset as appropriate.
Culture and people: we fully support a culture where all customers, staff and suppliers are treated in
an open and honest fashion, irrespective of race, gender, ethnic, disabilities or other scenarios.
Board structure: the role of the Board is reviewed annually with a clear focus on the specific roles
assigned to each individual to enable the Board to properly support each member of staff.
Freedom within a framework: we are developing a new framework for communicating this freedom
in a straight-forward methodology.
Risk and internal control framework: risks and controls are subject to discussion at quarterly
Board meetings. Every project undertaken
by the Group is analysed with a view to limiting the risks to the
Group and its Stakeholders before proceeding with implementation.
Key performance indicators (KPIs)
Management are closely involved in the day to
day operations of the Group and constantly monitor cashflows and
expenditure.
However, Management believe the key indicators of performance for the Group are the
revenue and profitability achieved during the period.
These measures are disclosed above in the operations review.
Development Pipeline & outlook
The year under review was not without its difficulties. In
the residential division delays occurred on the building
programme for the various properties that were still in the course of construction,
or being finished off, with
contractors appointed to complete the works but unable to follow the timetable laid down for completion of
those works. The
delays lead to escalating interest costs on borrowing and therefore affected the
profitability of the completed units that were for sale, on the
disposal of the same. During the year all remaining 6 units at the Sheerness
site sold.
Currently the Group holds four rented properties within its
subsidiary. These properties valued at £1,975,000 as
investment properties have generated rental income and are let on Assured
Shorthold Tenancy Agreements, generating rental income substantially in excess
of the borrowing cost of each property.
Whilst TR+ continue to identify and secure new land opportunities
for extra/care and assisted living, they are equally
focused on obtaining a successful outcome
on sites currently under option and/or in for planning. Once planning
has been achieved the sites can
be built out and placed for sale on the open market, or in the
case of the smaller residential
schemes, sold on with planning, both options being profitable to the business.
Options have been secured for residential development in Ashtead, &
Epsom and subsequently sold for profit during the year. Going forward
options still remain on Leatherhead and Send but planning has not been
forthcoming and this is now lodged for
appeal. It is our intention to develop the Leatherhead and Send sites once the
favourable outcome of the appeal is known.
Financial Instruments
Information relating to the financial instruments is now included in the Directors' Report on
pages 8-11.
Paul Treadaway
Director
6 September 2021
Trafalgar Property Group Plc
DIRECTORS' REPORT
for the year ended 31 March 2021
DIRECTORS' REPORT
The Directors present their Report and
Audited Financial Statements for the year ended 31 March 2021.
Results and dividends
The results for the year are set out on page 19.
The Directors do not recommend the payment of a
final dividend for the year (2020: nil).
Directors
The following Directors have held office since 1
April 2020 and have all served for the entire accounting year:-
N A C Lott
J Dubois
P A Treadaway
Appointed in year:
G Thorneycroft- 24 November 2020
The Company has in place an
insurance policy in relation to Directors indemnity during both years.
Conflicts of interest
Under the articles of association of the company and in accordance with the provisions of the Companies Act
2006, a Director must avoid a situation where he has, or can
have, a direct or indirect interest that conflicts, or
possibly may conflict with the company's interests.
However, the Directors may authorise conflicts and
potential conflicts, as they deem appropriate.
As a safeguard, only Directors who have no interest in the
matter being considered will be able to take the relevant decision, and the Directors will be able to impose
limits or conditions when giving authorisation if they think this is appropriate.
During the financial year ended
31 March 2021, the Directors have authorised no
such conflicts or potential conflicts.
Directors' interests in the shares of the Company, including family interests,
at 31March 2021 were as follows: -
Directors' interests in shares
31.03.2021 31.03.2020
Ordinary shares - 0.1p each Ordinary shares - 0.01p each
J Dubois 400,000 4,000,000
N Lott 50,000 500,000
D C Stocks - 80,330,532
P Treadaway 19,733,466 106,484,658
G Thorneycroft 600,000 -
31.03.2021
31.03.2020
Deferred shares - 0.9p each Deferred shares - 0.9p
each
No. held
No. held
J Dubois
1,900,000
1,500,000
N Lott
550,000
500,000
D C Stocks
-
-
P Treadaway
10,648,466
-
G Thorneycroft
-
-
Shares shown for the year to 31 March 2021 are stated following
consolidation of ordinary shares from 0.01p to 0.1p and deferred shares from
0.09p to 0.9p.
On 13 July 2020 each ordinary share of 0.1p was sub-divided into one ordinary
share of 0.01p each and one deferred share of 0.09p each,
On 14 July 2020 937,500,000 ordinary shares of 0.01p were issued at 0.08p
per share (including a share premium of 0.07p per share) under a placing to
raise £ 750,000 before costs of £ 66,863. A loan note instrument
was entered into with Mr C C Johnson on 13 July 2020 as part of an arrangement
to reorganize loans between himself and the Group. Warrants to subscribe for
up to 937,500,000 ordinary shares of 0.01p were granted to placees on a one
for one basis exercisable for a period of two year from 14 July 2020, and were
also granted to Peterhouse Capital Limited to subscribe for shares equivalent
up to 3% of the issued ordinary share capital from time to time, for a period
of two years from 14 July 2020. Finally on 29 December 2020 the ordinary
shares of 0.01p each were consolidated into ordinary shares of 0.1p each.
Further details on all these items are given in Note 15 to the accounts.
C C Johnson, A D Johnson were shareholders (but not directors)
as at 31 March, 2020 & 31 March, 2021.
Other substantial shareholdings
As at 2 September 2021, being the latest practicable
date before the issue of these financial statements, the
company had been notified of the following shareholdings which constitute 3% or more of the total issued shares
of the company at that date.
Ordinary
shares Shareholding
No 0.1p %
C.C. Johnson 18,681,580 13.11
P Treadaway 19,773,466 13.87
R & C Edwards 12,955,720 9.09
Statement of directors' responsibilities
Company
law requires the Directors to prepare financial statements for each financial year.
Under that law the Directors have elected to
prepare the consolidated financial statements in accordance with
International Financial Reporting Standards (IFRS) and IFRS in conformity
with the requirements of Companies Act 2006 and
the Company financial statements in accordance with FRS 102 and applicable law.
Under company law the Directors must
not approve the financial statements unless they are satisfied that
they give a true and fair view of
the state of affairs of the Group and of the profit or loss of the Group for that year.
In preparing these financial
statements, the Directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and estimates that are reasonable and prudent;
state whether applicable Accounting Standards have been followed, subject to any material departures
disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the
Group will continue in business.
The Directors are responsible for
keeping adequate accounting records that are sufficient to
show and explain the Group's transactions
and disclose with reasonable accuracy at any time the financial position of the Group and
enable them to ensure that the financial statements comply with the Companies Act 2006.
They are also
responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
They are further responsible for ensuring
that the Strategic Report and the Report of the Directors and other
information
included in the Annual Report and Financial Statements is prepared in accordance with applicable
law in the United Kingdom.
The maintenance and integrity of the Group website is the responsibility of the Directors; the work carried out by
the auditors does not involve the consideration of these
matters and, accordingly, the auditors accept no responsibility
or any changes that may have occurred in the accounts since they were initially presented on the
website.
Legislation
in the United Kingdom governing the preparation and dissemination
of the accounts and the other
information included in annual reports may differ from legislation in other jurisdictions.
Corporate Governance Statement
The Board of the Group recognise the value of good corporate governance and implemented
corporate governance procedures during the previous year and continued to
use these during the financial year to 31 March 2021. These procedures are
appropriate for the present size of the entity having
given due regard to the Corporate Governance
Code for Small and Mid-Size Quoted Companies issued by the
Quoted Companies Alliance ("QCA"). The Company has decided
to apply the QCA Corporate Governance Code ("QCA Code") issued by the QCA in May 2018 and has
published on its website details of the QCA Code, how the Company
has complied with the QCA Code and,
where it departs from the QCA Code, an explanation of the reasons for doing so.
The Board has considered the Streamlined Energy and Carbon Reporting
requirements and conclude that the Group has not consumed more than 40,000 kWh
of energy and therefore qualifies as a low energy user and is exempt from
reporting under these regulations.
Board Structure
The Board consists of four Directors (2020: three) of which three
are executive and one non-executive, all of whom hold shares
in the Group.
The Board meets as and when required
and is satisfied that it is provided with information
in an appropriate
form and quality to enable it to discharge its duties.
All Directors are required to retire by rotation with one
quarter of the Board seeking re-election each year.
Due to the current size of the Group, the
duties that would normally be attributed to The Nomination Committee,
have been undertaken by the Board as a whole.
The Board has undertaken a formal assessment of the auditor's
independence and will continue to do so at least
annually. This assessment includes:
a
review of non-audit services provided to the company and the related fees;
a review of the auditor's own
procedures for ensuring the independence of the audit firm and parties
and staff involved in the audit, including regular rotation of the audit partner; and
obtaining confirmation from the auditor that, in their professional judgement, they are independent.
Internal Controls
The Board is responsible for the Group's system of internal controls and for reviewing
their effectiveness. The
internal controls are designed to ensure the reliability
of financial information for both internal and external purposes.
The Directors
are satisfied that the current controls are effective with regard to the size of the Group.
Any internal control system can only provide
reasonable, but not absolute assurance against material mis-
statement or loss.
Given the size of the Group, the Board has assessed that there is currently
no need for an internal audit function.
Financial Instruments
The Group's principal financial instruments
comprise cash at bank, bank loans, other loans and various items
within current assets and current liabilities that arise directly
from its operations. The Directors consider that the
key financial risk is liquidity.
This risk is explained in the section headed 'Principal risks and uncertainties'
in the Annual Report and Accounts on page 5.
Information relating to the financial instruments is now included in the Strategic Report on pages 5-7.
Future Developments
Information relating to future developments is included in the Strategic Report on pages 5-7.
Provision of information to auditor
Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
so far as that Director is aware, there is no relevant audit information of which the Group's auditor is
unaware; and
that Director has taken all the steps that ought to have been taken as a Director in order to be aware of
any information
needed by the Group's auditor in connection with preparing
their report and to establish
that the Group's auditor is aware of the information.
Auditor
The auditor, MHA MacIntyre Hudson, will be proposed for re-appointment in accordance with Section 489 of
the Companies Act 2006.
This report was approved by the Board and signed on its behalf.
Paul Treadaway Director
6 September 2021
Trafalgar Property Group Plc
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TRAFALGAR PROPERTY GROUP PLC
for the year ended 31 March 2021
For the purpose of this report, the terms "we" and "our" denote MHA MacIntyre
Hudson in relation to UK legal, professional and regulatory responsibilities
and reporting obligations to the members of Trafalgar Property Group plc. For
the purposes of the table on pages 14 to 15 that sets out the key audit
matters and how our audit addressed the key audit matters, the terms "we" and
"our" refer to MHA MacIntyre Hudson. The Group financial statements, as
defined below, consolidate the accounts of Trafalgar Property Group plc and
its subsidiaries (the "Group"). The "Parent Company" is defined as Trafalgar
Property Group plc. The relevant legislation governing the Parent Company is
the United Kingdom Companies Act 2006 ("Companies Act 2006").
Our opinion
We have audited the financial statements of Trafalgar Property Group plc for
the year ended 31 March 2021.
The financial statements that we have audited comprise:
· Group Income Statement and Statement of Comprehensive Income.
· Group and Company Statements of Financial Position
· Group and Company Statements of Changes In Equity
· Group Statements of Cash Flows
· Notes 1 to 21 of the consolidated financial statements, including
the accounting policies & notes 1 to 14 of the parent company financial
statements, including the accounting policies.
The financial reporting framework that has been applied in their preparation
is applicable law and international accounting standards in conformity with
the requirements of the Companies Act 2006.
In our opinion, the financial statements:
· give a true and fair view of the state of the Group's and of the
parent Company's affairs as at 31 March 2021 and the Group's loss for the year
then ended.
· have been properly prepared in accordance with UK adopted
international accounting standards and international accounting standards in
conformity with the requirements of the Companies Act 2006 and
· have been prepared in accordance with the requirements of the
Companies Act 2006.
Our opinion is consistent with our reporting to the Directors.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the
Audit of the Financial Statements section of our report. We are independent of
the Group in accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRC's Ethical
Standard as applied to listed entities, and we have fulfilled our ethical
responsibilities in accordance with those requirements. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Material uncertainty related to going concern
We draw your attention to the going concern section of the accounting policies
in the financial statements which states that the Group incurred substantial
losses during the year and the continued requirements for successful future
equity or debt fund raising. The impact of this together with other matters
set out in the note, indicate a material uncertainty exists that may cast
significant doubt on the group's ability to continue as a going concern. Our
opinion is not modified in respect of this matter.
Our evaluation of the Directors' assessment of the Group and Parent Company's
ability to continue to adopt the going concern basis of accounting included:
· The consideration of inherent risks to the Company's operations
and specifically its business model.
· The evaluation of how those risks might impact on the Company's
available financial resources.
· Where additional resources may be required the reasonableness and
practicality of the assumptions made by the Directors when assessing the
probability and likelihood of those resources becoming available.
· Liquidity considerations including examination of cash flow
projections.
· Solvency considerations including examination of budgets and
forecasts and their basis of preparation, including review and assessment of
the model's mechanical accuracy and the reasonableness of assumptions included
within.
· Consideration of availability of funds required to settle funding
facilities due for repayment during the going concern review period. Assessing
the reasonableness and practicality of the mitigation measures identified by
management in their conservative case scenario and considered by them in
arriving at their conclusions about the existence of any uncertainties in
respect of going concern.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Overview of our audit approach
Materiality 2021 2020
Group £58,500 £68,000 2% of Gross Assets
Parent £22,000 £7,000 2% of Gross Assets
Key Audit Matters
Group · Undisclosed Related Party Transactions
Key Audit Matters
Key Audit Matters are those matters that, in our professional judgement, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. These matters
included those matters which had the greatest effect on: the overall audit
strategy, the allocation of resources in the audit; and directing the efforts
of the engagement team and, as required for public interest entities, our
results from those procedures. These matters were addressed in the context of
our audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
Undisclosed Related Party Transactions
Key audit The Group enters into a significant number of transactions with related
parties, both intra-group transactions and with individuals related to the
matter description Group. There is a risk that transactions (particularly any transactions which
are not at arm's length) and balances with related parties are undisclosed.
How the scope of our audit responded to the key audit matter Our procedures included an assessment of the presentation of related party
transactions in the financial statements, this focused primarily on the
Directors loan accounts.
We reviewed movements on these balances in the year and vouched items to
supporting evidence.
We discussed with management the nature and purpose of these items and
considered whether disclosure sufficiently addressed these matters.
In addition, we obtained written confirmations of the balances from all
disclosed parties and confirmed key terms to agreements.
Key observations We concluded that the classification and disclosure of related party
transactions is complete and appropriate.
Our application of materiality
Our definition of materiality considers the value of error or omission on the
financial statements that, individually or in aggregate, would change or
influence the economic decision of a reasonably knowledgeable user of those
financial statements. Misstatements below these levels will not necessarily
be evaluated as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their occurrence, when
evaluating their effect on the financial statements as a whole. Materiality is
used in planning the scope of our work, executing that work and evaluating the
results.
Materiality in respect of the Group was set at £58,500 (2020: £68,000) which
was determined based on 2% of gross assets in both years. Gross assets were
deemed to be the most appropriate metric for materiality as this is primarily
what the users of the financial statements are concerned with.
Performance materiality is the application of materiality at the individual
account or balance level, set at an amount to reduce to an appropriately low
level the probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality for the financial statements as a whole.
Performance materiality for the Group was set at £35,100 (2019: £40,800)
which represents 60% (2020: 60%) of the above materiality levels.
The determination of performance materiality reflects our assessment of the
risk of undetected errors existing, the nature of the systems and controls and
the level of misstatements arising in previous audits.
Materiality in respect of the parent was set at £22,000 (2020: £7,000) which
was determined based on 2% of gross assets. Performance materiality for the
parent company was set at £13,200 (2020: £4,200) which represents 60%
(2020: 60%) of the above materiality levels.
We agreed to report any corrected or uncorrected adjustments exceeding £2,925
to the directors as well as differences below this threshold that in our view
warranted reporting on qualitative grounds.
The scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its
environment, including the Group's system of internal control, and assessing
the risks of material misstatement in the financial statements. We also
addressed the risk of management override of internal controls, including
assessing whether there was evidence of bias by the directors that may have
represented a risk of material misstatement.
The Group consists of 6 reporting components all of which were considered to
be significant components of the Group, Trafalgar Property Group Plc,
Trafalgar New Homes Limited, Trafalgar Retirement + Limited, Combe Bank Hones
(Oakhurst) Limited, Combe Homes (Borough Green) Ltd and Selmat Limited. The
significant components were subjected to full scope audits for the purposes of
our audit report on the Group financial statements.
Reporting on other information
The other information comprises the information included in the annual report
other than the financial
statements and our auditor's report thereon. The directors are responsible for
the other information contained within the annual report. Our opinion on the
financial statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any form
of assurance conclusion thereon. Our responsibility is to read the other
information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of
this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the strategic report and the directors'
report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
· the strategic report and the directors' report have been prepared
in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Parent
Company and its environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the directors'
report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the Parent
Company, or returns adequate for our audit have not been received by branches
not visited by us; or
· the financial statements of the Parent Company are not in
agreement with the accounting records and returns; or
· certain disclosures of directors' remuneration specified by law
are not made; or
· we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the
directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the Group's and the parent Company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to
liquidate the Group or the parent Company or to cease operations, or have no
realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if,
individually or in aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud.
Because of the inherent limitations of an audit, there is a risk that we will
not detect all irregularities, including those leading to a material
misstatement in the financial statements or non-compliance with regulation.
This risk increases the more that compliance with a law or regulation is
removed from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of instances of
non-compliance. The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
The specific procedures for this engagement and the extent to which these are
capable of detecting irregularities, including fraud is detailed below:
· Obtaining an understanding of the legal and regulatory frameworks
that the Group operates in, focusing on those laws and regulations that had a
direct effect on the financial statements. The key laws and regulations we
considered in this context included the UK Companies Act 2006, AIM regulations
and applicable tax legislation. In addition, we considered compliance with the
UK Bribery Act and employee legislation, as fundamental to the Group's
operations.
· Enquiry of management to identify any instances of non-compliance
with laws and regulations.
· Enquiry of management around actual and potential litigation and
claims.
· Enquiry of management concerning actual and potential litigation
and claims.
· Enquiry of management to identify any instances of known or
suspected instances of fraud.
· Discussing among the engagement team regarding how and where
fraud might occur in the financial statements and any potential indicators of
fraud.
· Reading key correspondence with regulatory authorities such as
the Financial Reporting Council.
· Performing audit work over the risk of management override of
controls, including testing of journal entries and other adjustments for
appropriateness, evaluating the business rationale of significant transactions
outside the normal course of business, and reviewing accounting estimates for
bias; and
· Challenging assumptions and judgements made by management in
their significant accounting estimates, in particular with respect to the
valuations of investments and bonds.
A further description of our responsibilities for the financial statements is
located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Use of our report
This report is made solely to the Company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the Company's members those matters we
are required to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
Andrew Moyser FCA FCCA
(Senior Statutory Auditor)
for and on behalf of MHA MacIntyre Hudson , London
Statutory Auditor
6 September 2021
Trafalgar Property Group Plc
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 March 2021
Year Year
ended ended
31 March 31 March
2021 2020
Note
£ £
Revenue 1 2,285,800 1,970,106
Cost of sales (1,963,794) (1,816,038)
Gross profit 322,006 154,068
Administrative expenses (463,963) (541,397)
Operating (loss) 3 (141,957) (387,329)
(Loss) before interest and exceptional items (141,957) (387,329)
Other income 2 27,023 -
Exceptional items 19 - (595,452)
Interest payable and similar charges 5 (214,260) (40,117)
(Loss) before taxation (329,194) (1,022,898)
Tax payable on (loss) on ordinary activities 6 - -
(Loss) after taxation for the year attributable to equity holders of the (329,194) (1,022,898)
parent
Other comprehensive income attributable to equity holders of the parent
- -
Total comprehensive (loss) for the year (329,194) (1,022,898)
(Loss) attributable to:
Equity holders of the Parent (329,194) (1,022,898)
Total comprehensive (loss) for the year attributable to:
Equity holders of the Parent (329,194) (1,022,898)
(LOSS) PER ORDINARY SHARE: Basic/diluted (0.34)p (0.21)p
7
All results in the current and preceding financial year derive from continuing operations.
The notes on pages 22 to 41
are an integral part of these consolidated financial statements
Trafalgar Property Group Plc
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
For the year ended 31 March 2021
31 March 31 March
Note 2021 2020
TOTAL ASSETS £ £
Non-current assets
Plant and equipment 8 1,516 1,423
Investment property 9 1,975,000 1,975,000
1,976,516 1,976,423
Current assets
Inventory 12 78,608 1,212,692
Trade and other receivables 10 33,455 42,299
Cash and cash equivalents 11 246,193 27,969
358,256 1,282,960
Total assets 2,334,772 3,259,383
EQUITIES & LIABILITIES
Current liabilities
Trade and other payables 13 478,514 548,804
Borrowings 14 - 555,000
478,514 1,103,804
Non-current liabilities
Deferred tax 6 - -
Borrowings 14 4,818,488 5,575,884
Total liabilities 5,297,002 6,679,688
Net (liabilities)/assets (2,962,230) (3,420,305)
Equity attributable to equity holders of the Company
Called up share capital 15 2,726,817 2,633,067
Share premium account 3,250,249 2,660,862
Reverse acquisition reserve (2,817,633) (2,817,633)
Loan note equity reserve 15 & 17 104,132 -
Profit & loss account (6,225,795) (5,896,601)
Total Equity (2,962,230) (3,420,305)
Total Equity & Liabilities 2,334,772 3,259,383
Equity attributable to equity holders of the Company
(2,962,230)
(3,420,305)
Called up share capital
15
2,726,817
2,633,067
Share premium account
3,250,249
2,660,862
Reverse acquisition reserve
(2,817,633)
(2,817,633)
Loan note equity reserve
15 & 17
104,132
-
Profit & loss account
(6,225,795)
(5,896,601)
Total Equity
(2,962,230)
(3,420,305)
Total Equity & Liabilities
2,334,772
3,259,383
These financial statements were approved by the Board of Directors and authorised for issue on 6
September,
2021 and are signed on its behalf by:
P Treadaway: ………………………………………. G
Thorneycroft: …………………………………………
The notes on pages 22 to 41
are an integral part of these consolidated financial statements.
Trafalgar Property Group Plc
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
As at 31 March 2021
Share Share Loan Note Reverse Retained Total Equity
Capital Premium Equity acquisition profits/
Reserve reserve (losses)
£ £ £ £ £ £
At 1 April 2019 2,570,567 2,510,462 - (2,817,633) (4,873,703) (2,610,307)
Loss for the year (1,022,898) (1,022,898)
Total comprehensive
Income for the year (1,022,898) (1,022,898)
Issue of shares 62,500 187,500 250,000
Share issue costs (37,100) (37,100)
At 31 March 2020 2,633,067 2,660,862 - (2,817,633) (5,896,601) (3,420,305)
At 1 April 2020 2,633,067 2,660,862 - (2,817,633) (5,896,601) (3,420,305)
Loss for the year (329,194) (329,194)
Total comprehensive
Income for the year (329,194) (329,194)
Loan note equity reserve 104,132 104,132
Issue of shares 93,750 656,250 750,000
Share issue costs (66,863) (66,863)
At 31 March 2021 2,726,817 3,250,249 104,132 (2,817,633) (6,225,795) (2,962,230)
The reverse acquisition
reserve was created in accordance with IFRS3 'Business Combinations'.
The reserve arises due to the elimination of the Company's
investment in TNH (formerly Combe Bank Homes Limited).
Since the shareholders of TNH became the majority shareholders
of the enlarged group, the acquisition is accounted for as
though there is a continuation of the legal
subsidiary's financial statements. In reverse
acquisition accounting, the business combination's costs are deemed
to have been incurred by the legal
subsidiary. Retained profit/(losses)
relate to the profits/losses earned by the business that have not been
distributed and have built up over the years of trading.
Further details of share issues in the year are shown in note 15 to the
accounts.
The notes on pages 22 to 41
are an integral part of these consolidated financial statements.
Trafalgar Property Group Plc
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 March 2021
2021 2020
£ £
Cash flow from operating activities
(Loss) after taxation (329,194) (1,022,898)
Depreciation 506 902
Decrease in inventory 1,134,084 1,303,640
(Increase)/decrease in receivables (8,844) 49,783
(Decrease)/increase in payables (70,290) 106,601
Taxation - -
Interest payable and similar charges 214,260 118,177
Net cash inflow from operating activities 940,522 556,205
Investing activities
Purchase of tangible fixed assets (599) (986)
(599) (986)
Financing activities
Issue of shares 683,137 212,900
New loan borrowings 51,250 1,479,373
Repaid loan borrowings (555,000) (2,502,462)
Related party new loan borrowing 430,338 778,418
Related party loan repayment (771,431) -
Repayment of other borrowings (490,000) (400,000)
Interest paid (69,993) (128,279)
Net cash/(outflow) from financing (721,699) (560,050)
Increase/(decrease) in cash and cash equivalents in the year 218,224 (4,831)
Cash and cash equivalents at the beginning of the year 27,969 32,800
Cash and cash equivalents at the end of the year 246,193 27,969
The notes on pages 22 to 41
are an integral part of these consolidated financial statements.
Trafalgar Property Group Plc
GROUP ACCOUNTING POLICIES
For the year ended 31 March 2021
BASIS OF ACCOUNTING
These financial statements are for Trafalgar Property Group Plc ("the
Company") and its subsidiary undertakings ('the Group').
The Company is a public company, limited by shares and incorporated
in England and Wales.
(company number is 04340125). The Company's registered office is Chequers
Barn, Bough Beech, Edenbridge, Kent, TN8 7PD.
The nature of the Group's operations and its principal activities are
set out in the Strategic Report on page 5. BASIS OF PREPARATION
The Group financial statements
have been prepared in accordance with International Financial Reporting
Standards (IFRS) and IFRS in conformity with the requirements of Companies Act
2006. These financial statements are for the year ended 31 March
2021 and
are presented in pounds sterling ("GBP"). The comparative year is
for the year to 31 March 2020.
The financial statements have been prepared under the historical cost convention in accordance with applicable
United Kingdom law. The principal accounting policies adopted are
set out below.
GOING CONCERN
The Directors have reviewed forecasts
and budgets for the coming year, which have been drawn up with
appropriate
regard for the current economic environment and the particular circumstances
in which the Group
operates. These were prepared with reference to historical and current industry
knowledge, taking into account future strategy of the Group.
The Group continues to utilise banking sources for the financing of its developments,
together with loans from
third party investors, to ensure that there is sufficient money available for the Group to
undertake and complete its various developments.
The Group does not operate an overdraft facility but borrow on a site specific basis from various bankers, with a
mix of loans from outside investors geared to some of the development
properties and otherwise loaned on a general basis to the Group.
The Board is comfortable with the structure of its bank finance,
which usually involves the bank lending a modest
sum towards the land purchase for the modest sized residential development
schemes, with the Group putting up the rest of the funds required
to acquire the site
and the costs associated with the acquisition and then for the bank
to provide 100% of the build finance.
Investor loans that are not related to specific sites are long
term loans with repayment dates extending beyond the
year end and have, in the past, been renewed
when they come up for repayment.
The existing operations have been generating funds to meet short-term
operating cash requirements and management
are confident that the expected sales will allow the Group to meet loan repayments
due within the next twelve
months or that the loans will be refinanced.
As a result of these considerations, at the time of approving the financial statements, the Directors consider that
the Company
and the Group have sufficient resources to continue in operational existence for the foreseeable
future.
However given that a degree of uncertainty exists in the timing of
future sales, and management's ability to
refinance all loans due in the next twelve months, there exists a material uncertainty
in relation to the going
concern basis adopted in the preparation of the financial statements.
REVENUE RECOGNITION
Revenue represents the amounts receivable from the sale
of properties during the year and other income directly
associated with property development.
Revenue from the sale of properties is recognised when the amounts of
revenue and cost can be measured
reliably, the significant risks and rewards of ownership
have been transferred to the buyer, neither
continuing managerial involvement nor effective control of the property is retained
and it is probable that the economic benefits associated with
the sale will flow to the Group/Company. In the majority of
cases properties are treated as sold and profits are recognised at the point of legal completion.
The Directors are of the opinion that this accounting policy accurately reflects commercial reality and the
recording of revenue for the Group.
STANDARDS ISSUED BUT NOT YET EFFECTIVE
Amendments to IAS 1 Presentation of Financial Statements: Classification of
Liabilities as Current or Non-current (issued January 2020)
The amendments clarify that the classification of a liability as current or
non-current is based only on rights existing at the end of the reporting
period and the classification is not affected by expectations about whether
rights to settle or defer a liability will be exercised. Further, the
amendments clarify that the settlement of a liability refers to the transfer
of cash, equity instruments, other assets, or services to the counterparty.
This amendment only affects presentation.
The amendment is effective for financial years beginning on or after 1 January
2023 and is not yet endorsed for use under the Companies Act 2006.
The Group does not expect a material impact on its consolidated financial
statements from these amendments.
Amendments to IAS 16 Property, Plant and Equipment (issued in May 2020)
The amendments require any proceeds from selling items produced (and related
production costs) in the course of bringing an item property, plant and
equipment into operation to be recognised in profit or loss clarifying that
such items are not reflected in the cost of the asset.
The amendment is effective for financial years beginning on or after 1 January
2022 and is not yet endorsed for use under the Companies Act 2006.
The Group does not expect a material impact on its consolidated financial
statements from these amendments.
Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets
(issued in May 2020)
The amendments clarify that the cost of fulfilling a contract are costs that
relate directly to that contract. Such costs can be the incremental costs of
fulfilling that contract or an allocation of other costs directly related to
fulfilling that contract.
The amendment is effective for financial years beginning on or after 1 January
2022 and is not yet endorsed for use under the Companies Act 2006.
The Group does not expect a material impact on its consolidated financial
statements from these amendments.
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate
Benchmark Reform - Phase 2 (issued in August 2020)
The amendments are aimed at helping companies to provide investors with useful
information about the effects of the reform of interest rate benchmarks on
those companies' financial statements.
The amendments complement those issued in 2019 and focus on the effects on
financial statements when a company replaces the old interest rate benchmark
with an alternative benchmark rate as a result of the reform.
The Phase 2 amendments relate to:
· changes to contractual cash flows-a company will not have to
derecognise or adjust the carrying amount of financial instruments for changes
required by the reform, but will instead update the effective interest rate to
reflect the change to the alternative benchmark rate;
· hedge accounting-a company will not have to discontinue its hedge
accounting solely because it makes changes required by the reform, if the
hedge meets other hedge accounting criteria; and
· disclosures-a company is required to disclose information about
new risks arising from the reform and how it manages the transition to
alternative benchmark rates.
The amendment is effective for financial years beginning on or after 1 January
2022 and is not yet endorsed for use under the Companies Act 2006.
The Group does not expect a material impact on its consolidated financial
statements from these amendments.
Amendments to IAS 1 and IFRS Practice Statement 2 Disclosure of Accounting
Policies (issued in February 2021)
The amendments enhance the disclosure requirements relating to an entity's
accounting policies and clarify that the notes to a complete set of financial
statements are required to include material accounting policy information.
Material accounting policy information, when considered with other information
included in the financial statements, can reasonably be expected to influence
decisions that the primary users of financial statements make on the basis of
the financial statements
The amendments help preparers determine what constitutes material accounting
policy information and notes that accounting policy information which focuses
on how IFRS has been applied to its own circumstances is more useful for users
of financial statements than standardised information or information
duplicating the requirements of IFRS.
The amendment also states that immaterial accounting policy information need
not be disclosed but when it is disclosed it shall not obscure material
accounting policy information. Further, if accounting policy information is
not deemed material this does not affect the materiality of related disclosure
requirements of IFRS.
The disclosure of judgements made in applying accounting policies should
reflect those that have had the most significant effect on items recognised in
the financial statements.
The amendment is effective for financial years beginning on or after 1 January
2022 and is not yet endorsed for use under the Companies Act 2006.
Amendments to IAS 8 Definition of Accounting Estimates (issued in February
2021)
The amendments define accounting estimates as monetary amounts in financial
statements that are subject to measurement uncertainty. An accounting policy
may require an item in financial statements to be measured at a monetary
amount that cannot be observed directly so that in order to achieve the
objective of an accounting policy, an estimation is required.
The amendments state that the development of an accounting estimate requires
the use of judgement or assumptions based on the latest available reliable
information and involve the use of measurement techniques and inputs.
Accounting estimates might then need to change as a result of new information,
new developments or more experience.
A change in input or measurement technique is a change in accounting estimate
which is applied prospectively unless the change results from the correction
of prior period errors.
The amendment is effective for financial years beginning on or after 1 January
2023 and is not yet endorsed for use undertheCompaniesAct2006.
Amendments to IAS 12 Deferred Tax related to Assets and Liabilities arising
from a Single Transaction (issued 7 May 2021)
The amendments specify how companies should account for deferred tax on
transactions such as leases and decommissioning obligations.
In specified circumstances, companies are exempt from recognising deferred tax
when they recognise assets or liabilities for the first time. Previously,
there had been some uncertainty about whether the exemption applied to
transactions such as leases and decommissioning obligations-transactions for
which companies recognise both an asset and a liability.
The amendments clarify that the exemption does not apply and that companies
are required to recognise deferred tax on such transactions. The aim of the
amendments is to reduce diversity in the reporting of deferred tax on leases
and decommissioning obligations.
The amendments are effective for annual reporting periods beginning on or
after 1 January 2023, with early application permitted and is not yet endorsed
for use under the Companies Act 2006.
BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the financial statements of the Group and its subsidiaries.
The results of subsidiaries
acquired during the year are included from the date of acquisition,
being the date on
which the Group obtains control. They are deconsolidated on the date that control ceases.
The consideration
transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the
liabilities incurred and the equity interests issued by the
Group. This fair value includes any contingent
consideration. Acquisition-related costs are expensed as incurred.
When the Group ceases to have control or significant influence,
any retained interest in the entity is re measured
to its fair value, with the change in carrying amount recognised
in profit or loss. The fair value is the initial
carrying amount for the purposes of subsequently
accounting for the retained interest as an associate, joint
venture or financial asset.
In addition, any amounts previously recognised in other comprehensive
income in
respect of that entity are accounted for as if the Group had directly
disposed of the related assets or liabilities.
This may mean the amounts previously recognised in other comprehensive
income are reclassified to profit or loss.
Control is achieved when the Group:
- has the power over the investee;
- is exposed or his rights, to
variable returns from its involvement with the investee; and
-
has the ability to use its power to affect its returns.
FUNCTIONAL CURRENCY
Items included in the financial statements of each of the Group's
entities are measured using the currency of the
primary economic environment in which the entity operates ('the functional currency').
The consolidated
financial statements are presented in Pounds Sterling (£), which is the Company's
functional and the Group's presentation currency.
DEFINED CONTRIBUTION PENSION PLAN
The Group operates
a defined contribution plan for its employees. A defined contribution plan is a pension
plan under which the Group pays fixed contributions into
a separate entity. Once the contributions have been paid the
Group has no further payments obligations.
The contributions are recognised as an expense in the profit or
loss when they fall due. Amounts
not paid are shown in accruals as a liability in the Statement
of Financial Position. The assets of the plan are
held separately from the Group in independently administered funds
FINANCIAL INSTRUMENTS
The Company recognises financial instruments when it becomes a party to the contractual arrangements of the
instrument. Financial instruments are de-recognised when they are discharged or when the contractual term
expire. The Company's accounting policies in respect of financial instruments transactions are explained below:
Financial assets and
financial liabilities are initially measured at fair value.
Financial assets:
All recognised financial assets are subsequently
measured in their entirety at either fair value or amortised cost,
depending on the classification of the financial assets.
Fair value through profit or loss
All of the Company's financial assets other than those which meet the criteria to be measured at amortised cost
are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses
being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net
gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset.
Debt instruments at amortised cost
Debt instruments are subsequently
measured at amortised cost where they are financial assets held within a
business model whose objective is to hold financial assets
in order to collect contractual cash flows and selling
the financial assets, and the contractual terms
of the financial asset give rise on specified dates to cash
flows that are solely
payments of principal and interest on the principal amount outstanding. Amortised cost is calculated
using the effective interest method and represents the amount measured at initial recognition
less repayments of
principal plus the cumulative amortisation using the effective interest method of any difference between the
initial amount and the maturity amount, adjusted for any loss allowance.
Trade payables
Trade payables are initially measured at fair value and are subsequently
measured at amortised cost, using the effective interest rate method.
Equity instruments
Equity instruments issued by the company are recorded at the
proceeds received, net of direct issue costs. Shares issued are
held at their fair value.
Share capital
Ordinary share capital is classified as equity. Interim ordinary
dividends are recognised when paid and final
ordinary dividends are recognised as a
liability in the year in which they are approved.
Impairment of financial assets
The Company recognises
a loss allowance for expected credit losses (ECL) on investments in debt instruments
that are measured at amortised cost or FVTOCI, lease receivables,
amounts due from customers under construction contracts,
as well as on loan commitments and financial guarantee
contracts. No impairment loss is recognised for investments
in equity instruments. The amount of expected credit losses is updated at each
reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.
The
Company recognises lifetime ECL on all financial instruments where there
has been a significant increase in
credit risk since initial recognition.
The assessment of whether lifetime
ECL should be recognised is based on
significant increase in the likelihood or risk of a default occurring since initial recognition instead of on evidence
of a
financial asset being credit-impaired at the reporting date or an actual default occurring.
Lifetime ECL represents
the expected credit losses that will result from all possible default events
over the expected life of a financial instrument. In contract,
12 month ECL represents the portion of lifetime ECL that is
expected to result from default events on a financial instrument
that are possible within 12 months after the reporting date.
In assessing whether the credit risk
on a financial instrument has increased, the following shall be taken
into account:
- Actual or expected significant deterioration in the financial instrument's external or internal credit rating; or
- Significant deterioration in external market conditions; or
- Existing or forecast adverse changes in business,
financial or economic conditions that will impact the debtor's
ability to meet debt obligations; or
- Actual or expected deterioration in the operating results of the debtor; or
- Actual or expected significant adverse changes in the regulatory or technological environment of the debtor
that will impact the debtor's ability to meet debt obligations.
For certain categories of financial asset, such as trade receivables,
assets that are assessed not to be impaired
individually are subsequently assessed for impairment on a collective basis. Objective evidence of impairment
for a portfolio of receivables could include the Company's past experience of collecting payments, an increase in
the number of delayed payments in the portfolio
past the average credit period of 30 days, as well as observable
changes in the
national or local economic conditions that correlate with default on receivables.
Financial liabilities:
Fair value through profit or loss
Financial liabilities are classified as at fair value through
profit or loss, when the financial liability is held for
trading, or is designated as at fair value through profit
or loss. This designation may be made if such designation estimates
or significantly reduces a measurement or recognition inconsistency that would otherwise
arise, or the
financial liability forms part of a group of financial instruments which is managed and its performance
is
evaluated on a fair value basis, or the financial liability forms part of a contract containing one or more
embedded derivatives, and IFRS 9 permits the
entire combined contract to be designated as at fair value through
profit or loss. Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent
that they are not part of a designated hedging relationship.
At amortised cost
Financial liabilities which are neither
contingent consideration of an acquirer in a business combination, held for
trading, nor designated as at fair value through profit or loss are subsequently
measured at amortised cost using
the effective interest method. This is a method of calculating
the amortised cost of a financial liability and of allocating
interest expense over the relevant period. The effective interest rate is the rate that exactly
discounts estimated future cash
payments through the expected life of the financial liability, or where
appropriate a shorter period, to the amortised cost of a
financial liability.
Derecognition of financial liabilities
The company
derecognises financial liabilities when, and only when, the company's obligations are discharged,
cancelled or they expire.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents
comprise cash balances and deposits held at call with banks with maturities
of three months or less from inception.
INVENTORIES
Inventories consist of properties under construction
and are stated at the lower of cost and net realisable value.
Cost comprises direct materials and, where applicable,
direct labour costs and those overheads that have been
incurred in bringing the inventories to their present location and condition.
Interest on sums borrowed that
finance specific projects is added to cost. Net realisable
value represents the estimated selling price less all
estimated costs of completion and costs to be incurred in
marketing, selling and distribution.
PROPERTY PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost, net of
depreciation and any provision for impairment. Depreciation
is calculated to write down the cost less estimated residual value of all tangible fixed assets using
the reducing balance method over their expected useful economic lives. The rates generally applicable are:
Fixtures, fittings and equipment - 25% on reducing balance
INVESTMENT PROPERTY
Investment property, which is property
held to earn rentals and/or for capital appreciation
(including property
under construction for such purposes), is measured initially
at cost, including transaction costs. Subsequent to
initial recognition, investment property is measured at fair
value. Gains or losses arising from changes in the fair
value of investment property are included in profit or loss in the period in which they arise."
FINANCIAL LIABILITIES AND EQUITY
Financial liabilities and equity instruments
issued by the Group are classified according to the substance of the
contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An
equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all
of its liabilities. The accounting
policies adopted for specific financial liabilities and equity
instruments are set out below.
BORROWING COSTS
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which
are assets that take a substantial period of time to
be completed for sale, are added to the cost of property held as
stock at the year end. All other borrowing costs are
recognised in the profit or loss in the year in which they relate.
CURRENT AND DEFERRED TAXATION
Current tax assets and liabilities for the current
and prior years are measured at the amount expected to be
recovered from or paid to the tax authorities.
The tax rates and the tax laws used to compute the amount are
those that are enacted or
substantively enacted, by the reporting date.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently
payable is based on taxable profit for the year. Taxable profit differs from net profit as
reported in the income statement because it excludes
items of income or expense that are taxable or deductible
in other years and it further excludes items that are never taxable
or deductible. The Group's
liability for current tax is calculated using tax rates that have been enacted or substantively
enacted by the reporting date.
Deferred tax is the tax expected to be payable or recoverable
on differences between the carrying amounts of
assets and liabilities in the financial statements and the corresponding
tax bases used in the computation of taxable profit.
Deferred tax liabilities are
generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent
that it is probable that taxable profits will be available against
which deductible temporary
differences can be utilised. Such assets and liabilities
are not recognised if the
temporary difference arises from goodwill or from the initial recognition (other than in a business combination)
of other assets and liabilities in a
transaction that affects neither the tax profit nor the accounting profit.
The
carrying amount of deferred tax assets is reviewed at each reporting date
and reduced to the extent that it is
no longer probable that sufficient taxable profits will be available to allow all or part of the asset to
be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the year when the liability is settled or
the asset is realised.
Deferred tax is charged or credited in profit or loss, except when it relates to items
charged or credited
directly to other comprehensive income, in which case
the deferred tax is also dealt with in other comprehensive income.
PROVISIONS
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a
past event and it is probable that an outflow of resources embodying
economic benefits will be required to settle the obligation
and a reliable estimate can be made of the amount of the obligation.
Where the Group
expects some or all of a provision to be reimbursed, the reimbursement
is recognised as a separate asset but only when the reimbursement
is virtually certain. The expense relating to any provision is presented in the
income statement net of any reimbursement. If the effect of the time value of money is material, provisions
are discounted using a current
pre-tax rate that reflects, where appropriate,
the risks specific to the liability. Where discounting
is used, the increase in the provision
due to the passage of time is recognised as a borrowing cost.
COMMITMENTS AND CONTINGENCIES
Commitments and contingent liabilities are disclosed in the financial statements. They are disclosed unless
the possibility
of an outflow of resources embodying economic benefits is remote. A contingent asset is not
recognised in the financial statements but disclosed when an
inflow of economic benefits is virtually certain.
CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION AND
UNCERTAINTY
The preparation of financial statements in conformity with International
Financial Reporting Standards (IFRS) and IFRS in conformity with the
requirements of the Companies Act 2006 requires the use of certain
critical accounting estimates. It also requires management to exercise its
judgment in the process of applying the Group's accounting
policies. The areas involving a higher degree of judgment or complexity,
or areas where
assumptions and estimates are significant to the Group financial statements are disclosed below.
Estimates and judgments are continually
evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the present circumstances.
Valuation of Inventory
The Group assesses the net realisable value of inventories
under development and completed properties held for
sale according to their recoverable amounts based on the realisability
of these properties, taking into account
estimated costs to completion based on past experience and committed contracts and estimated net sales based
on prevailing market conditions. Provision is made when events or changes in circumstances
indicate that the
carrying amounts may not be realised. The carrying value is reduced by its selling price less costs to complete
and sell. This impairment loss is recognised immediately in profit
or loss. The assessment requires the use
of judgment and estimates. The carrying amount of inventory is
disclosed in note 12 to the financial statements.
Recognition of deferred tax assets
The recognition of deferred tax assets is based upon
whether it is more likely than not that sufficient and suitable
taxable profits will be available in the future against which the reversal of temporary differences can be
deducted.
To determine the future taxable profits, reference is made to the latest available profit forecasts.
Where the temporary differences are related to losses, relevant tax
law is considered to determine the availability
of the losses to offset against the future taxable profits.
Impairment of non financial assets
At each statement of financial position date the company reviews the carrying amounts of its tangible and
intangible assets with finite lives to determine whether there is an indication
that those assets have suffered an
impairment loss. If any such indication exists, the recoverable amount
of the asset is estimated in order to determine the
extent of the impairment loss (if any).
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the
asset is reduced to its recoverable
amount. Impairment losses are recognised as an expense immediately, unless
the relevant asset is land or buildings at a revalued
amount, in which case the impairment loss is treated as a
revaluation decrease.
Where an impairment loss subsequently
reverses, the carrying amount of the asset is increased to the revised
estimate of its recoverable
amount, but so that the increased carrying amount does not exceed the carrying
amount that would have been determined
had no impairment loss been recognised for the asset in prior years. A
reversal of an impairment
loss is recognised as income immediately, unless the relevant asset is carried at a
revalued amount, in which case the reversal of the impairment loss is treated as a
revaluation increase.
Trafalgar Property Group Plc
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2021
1 SEGMENTAL REPORTING
For the purpose of IFRS 8, the chief operating decision maker ("CODM") takes the form of the Board of
Directors. The Directors' opinion of the business of the Group is as follows.
The principal activity of the Group was property development. All
the Group's non-current assets are located in the UK.
Based on the above considerations,
there is considered to be one reportable segment.
The internal and external reporting is on a consolidated
basis with transactions
between Group companies eliminated on consolidation.
Therefore the financial information of the single segment is the same as
that set out in the consolidated statement
of comprehensive income, the consolidated statement of changes in
equity, the consolidated statement of
financial position and cashflows.
Revenue
An analysis of revenue is as follows:
The Group's revenue, which is all attributable to their principal activity, can be
split as follows:
2021 2020
£ £
Development sales
2,212,500 1,891,000
Rental income
73,300 79,106
2,285,800
1,970,106
Timing of revenues are as follows:
2021
2020
£
£
Goods transferred at a point in time
2,212,500 1,891,000
Rental income transferred over time
73,300 79,106
2,285,800 1,970,106
Revenues analysed by geographic location are as follows:
2021 2020
£ £
United Kingdom
2,285,800 1,970,106
2 OTHER INCOME
Other income consists of sums received by way of furlough sums claimed
for one employee as a result of Covid-19 during the first lockdown.
3 LOSS FOR THE YEAR
Operating loss is stated after charging / (crediting) the following:
2021 2020
£ £
Subcontractor costs and cost of inventories recognised as an expense 1,945,107 1,687,759
Interest charges 18,687 128,279
1,963,794 1,816,038
Depreciation of property, plant and equipment 506 902
Auditor's remuneration - audit services - Group 10,000 10,000
Auditor's remuneration - audit services - Group entities 15,650 7,000
Auditor's remuneration - other assurance services - Group 5,000 -
30,650 17,000
4 EMPLOYEES AND DIRECTORS' REMUNERATION
Staff costs during the year were as follows:
2021 2020
£ £
Wages and salaries 165,000 113,000
Social security costs 14,179 8,512
Other pension costs 20,040 20,040
199,219 141,552
The average number of employees of the Group during the year was:
2021 2020
Number Number
Directors 4 3
Management 1 2
Key management are
the Group's Directors. Remuneration in respect of key management was as follows:
2021 2020
£ £
Short-term employee benefits:
- Emoluments for qualifying services J Dubois 30,000 15,879
- Emoluments for qualifying services A Johnson 45,000 48,550
- Emoluments for qualifying services P Treadaway 60,000 -
- Emoluments for qualifying services G Thorneycroft 7,000 -
142,000 64,429
There are retirement benefits accruing to Mr C C Johnson for whom a company contribution was paid
during the
year of £18,000 (2020: £18,000) and Mr A Johnson £ 1,350 (2020: £1,350).
Consultancy fees of £ 9,998 (2020: £4,994)
were paid to Mr N Lott during the year.
5 INTEREST PAYABLE AND SIMILAR CHARGES
During the year the mortgage interest paid on borrowings
relating to ongoing developments was capitalised as
part of inventory £ nil (2020: £ 10,102) with the interest
on properties sold in the year forming part of cost of sales and
transferred to profit & loss accordingly.
For sites where the construction had been completed, the bank
loan interest paid during the year on these sites
of £ 18,687 (2020: £118,177)
has been accounted for in the profit & loss within cost of sales.
In addition, interest of £214,260 (2020: £40,117) has been paid on general
funding loans, rental property mortgage loan and provisions for interest on
loan notes, further details are provided in notes 15 and 17.
6 TAXATION
2021 2020
£ £
Current tax - -
Tax charge - -
2021 2020
£ £
(Loss)/profit on ordinary activities before tax (329,194) (1,022,898)
Based on (loss) for the year:
Tax at 19% (2020: 19%) (62,546) (194,350)
Unrelieved tax losses (4,206) 76,411
Impairment - 116,968
Tax losses carried forward 66,752 971
Tax charge for the year - -
Deferred tax
No deferred tax asset has been recognised in respect of historical losses due to the uncertainty in future profits
against which to offset these losses. As at the 31 March 2021,
the Group had cumulative tax losses of
£ 4,645,489 (2020: £4,381,991) that are available to offset against future taxable profits
of the same trade.
7 (LOSS) PER ORDINARY SHARE
The calculation of (loss)/profit per ordinary share is based on the following profits/(losses) and
the number of shares used should be that retrospectively adjusted for the
effect of consolidation:
2021 2020
£ £
(Loss) for the year (329,194) (1,022,898)
Weighted average number of shares for basic (loss) per share 95,644,038 487,690,380
Weighted average number of shares for diluted (loss) per share 95,644,038 487,690,380
(LOSS) PER ORDINARY SHARE: Basic (0.34)p (0.21)p
Diluted (0.34)p (0.21)p
8 PROPERTY, PLANT AND EQUIPMENT
Plant and equipment 2021 2020
£ £
Cost
At 1 April 7,191 6,205
Additions 599 986
At 31 March 7,790 7,191
Depreciation
At 1 April 5,768 4,866
Charge for the year 506 902
At 31 March 6,274 5,768
Net book value at 31 March
1,516 1,423
9 INVESTMENT PROPERTY
2021 2020
£ £
FAIR VALUE
1 April 2020 1,975,000 -
Additions - 1,975,000
31 March 2021 1,975,000 1,975,000
NET BOOK VALUE
At 31 March 2021 1,975,000 1,975,000
At 31 March 2020 1,975,000 1,975,000
Fair Value at 31 March 2021 is represented by:
Valuation in 2019 1,975,000 1,975,000
The Directors consider there has been no change in the valuation since purchase of the properties in August
2019 and therefore the property remains in the accounts as at
31 March 2021 at £1,975,000.
10 TRADE AND OTHER RECEIVABLES
2021 2020
£ £
Other receivables 700 24,000
Other taxes 11,071 16,480
Prepayments 21,684 1,819
33,455 42,299
There are no receivables that are past due but not impaired at the year-end. There are no provisions for
irrecoverable debt included in the balances above.
11 CASH AND CASH EQUIVALENTS
All of the Group's cash and cash equivalents at 31 March 2021 are in sterling and held at floating interest
rates.
2021 2020
£ £
Cash and cash equivalents 246,193 27,969
The Directors consider that the carrying amount of cash and cash equivalents approximates to their fair value.
12 INVENTORY
2021 2020
£
£
Work in progress
78,608 1,212,692
See note 5 for details of interest capitalised as part of the value of inventory.
13 TRADE AND OTHER PAYABLES
2021 2020
£ £
Trade payables 23,438 85,950
Other payables - 28,130
Taxation & social security 22,575 3,422
Accruals 432,501 431,302
478,514 548,804
14 BORROWINGS
2021 2020
£ £
Directors' loans 3,152,865 3,471,511
Other loans 741,250 1,180,000
Bank loans - see under 924,373 1,479,373
4,818,488 6,130,884
Included in Directors' loans is the sum of £ 150,000 (2020:
£300,000) advanced by the DFM Pension Scheme of
which Mr J Dubois is the principal beneficiary.
This loan bears interest at 12% per annum (2020: 12% per annum).
Within Directors' loans is the sum of £ 240,000 (2020: £ 240,000)
provided by Mr C C Johnson for a deposit on an option which
was not taken up, together with the sum of £ 528,925 in relation to
convertible loan notes issued to Mr C C Johnson on 14 July 2020. These have a
nominal value of £ 600,000 and are repayable on 31 July 2022. As a
financial instrument with both debt and equity components, an amount was
recognised directly into a Loan Note Equity Reserve on issue, as explained
further in Note 15, with the debt element being unwound at an implied interest
rate of 10% and the interest recognized through profit and loss.
The remaining balance is disclosed in note 16.
Included in other loans is £ 600,000 (2020: £ 650,000) advanced by Mr G
Howard (son-in-law to Mr C C Johnson to the company at rates of 10% &
5% per annum (2020: 10% pa). £ 90,000 (2020: £530,000) has been
advanced by C Rowe, a former employee of the Group, at a
rate of 10% per annum.
During the year the loan with Lloyds Bank who
held a legal charge over land at Wellesley
Road, Sheerness, Kent, was cleared following the successful sale of all
units.
Mrs S Johnson, wife of Mr C C Johnson has a legal charge on flats
3 & 5 Burnside Court Sandhurst Road, Tunbridge Wells Kent of £ 380,000
(2020: £380,000) in connection with her loan to Selmat.
Selmat has also granted to Paragon Mortgages, legal charges
over the freehold property at Hildenborough and
leasehold properties of one of the three flats at Burnside. These mortgages are interest only,
for a term of 7 years with a fixed interest rate for the first 5
years. These properties are rented out.
The bank borrowings are repayable as follows:
2021 2020
£ £
_
On demand or within one year 555,000
In the second year - -
In the third to fifth years inclusive - -
After five years 924,373 924,373
924,373 1,479,373
Less amount due for settlement within 12 months
(included in current liabilities)
- 555,000
Amount due for settlement after 12 months 924,373 924,373
The weighted average interest rates paid on the bank loans were as follows:
Bank loans: 3.4 % (2020: 2.03%)
All of the Directors' loans are repayable
after more than 1 year. All loans are interest bearing and charged
accordingly. However Mr C C Johnson has waived his
right to interest in the year with the exception of the first £
500,000. Interest of £ 25,000 (2020: nil) was paid to him during the
year. Interest of
£32,761 (2020: £36,000) was paid to Mr J Dubois at the rate of 12% pa (2020: 12% pa).
15 SHARE CAPITAL
Issued allotted & paid share capital 2021 2020
Number Number
Ordinary shares
Ordinary shares of 0.01p (2020: 0.1p) in issue 487,690,380 425,190,380
Ordinary shares of 0.01p (2020: 0.1p) issued in year 937,500,000 62,500,000
Total ordinary shares of 0.01p (2020: 0.1p) in issue 1,425,190,380 487,690,380
Total ordinary shares of 0.1p in issue following consolidation 142,519,038 -
Deferred shares
Deferred shares of 0.9p in issue 238,375,190 238,375,190
Deferred shares of 0.9p arising in year from re-organisation 48,769,038 -
Total Deferred shares of 0.9p in issue 287,144,228 238,375,190
On 13 July, 2020 the Company undertook a sub-division of its ordinary shares,
which sub divided the 487,690,380 ordinary shares of 0.1p each into
487,690,380 ordinary shares of 0.01p each and 487,690,380 deferred shares of
0.09p each. The deferred shares of 0.09p each were consolidated into deferred
shares of 0.9p each ranking pari passu as one class with the existing deferred
shares of 0.9p each.
On 14 July 2020, 937,500,000 ordinary shares of 0.01p each were issued under a
placing at 0.08p each (at a premium of 0.07p per share) to raise £750,000
before costs of £ 66,863.
In addition, on 14 July 2020, warrants to subscribe for ordinary shares of
0.01p were granted as follows:
(a) Subscribers to the placing were granted warrants to subscribe for up
to 937,500,000 shares for a period of two years, exercisable at 0.2p per
share;
(b) Peterhouse Capital Limited was granted warrants to subscribe for
shares equivalent up to 3% of the issued ordinary share capital for time to
time, exercisable for a period of two years, at 0.08p per share.
Following the consolidation of ordinary shares in December 2020, the warrants
have been adjusted and comprise placee warrants to subscribe for up to
93,750,000 ordinary shares of 0.1p at 2p per share, and the warrants held by
Peterhouse Capital Limited are exercisable at 0.8p per share.
In relation to the granting of these warrants to Peterhouse Capital Limited,
these fall under the requirements of IFRS 9 Financial Instruments and as such
are accounted for at fair value through profit or loss. At the grant date of
these warrants these are valued using a Black Scholes model to determine the
intrinsic value of the warrant and a liability is recognized for this amount
with a corresponding expense through the income statement. The Directors'
have concluded that the intrinsic value of the warrant as at 31 March 2021 is
not material to the results and subsequent movements in the share price have
decreased this value further. As such no accounting entries have been made
to these results.
Further on 14 July 2020, £ 600,000 of convertible loan notes were issued to
Mr C C Johnson as part of arrangements to reorganize loans between him and
the Group. The notes are repayable on 31 July 2022 and are convertible at
any time into 300,000,000 ordinary shares of 0.01p at 0.2p per share. On
conversion, warrants to subscribe for up to 300,000,000 ordinary shares will
be granted to Mr C C Johnson exercisable for a period of two years from the
date of grant at 0.2p per share. Following the consolidation of ordinary
shares in December 2020, the loan notes have been adjusted and are convertible
into 30,000,000 ordinary shares of 0.1p at 2p per share, with warrants to be
granted to subscribe for up to 30,000,000 ordinary shares of 0.1p each at 2p
per share.
The convertible loan notes have been accounted for as having both a debt and
an equity element. This results in the creation of a loan note equity
reserve at the point of issue. This loan note equity reserve is the
difference between the loan note value received by the company of £ 600,000
and the fair value of a debt only instrument with a 10% imputed interest rate
and a final settlement figure of £ 600,000 in July 2022. This 10% imputed
interest rate of £ 33,058 (2020: nil), is managements' best estimate as to
the interest rate that would be expected from the market for an unsecured loan
of £ 600,000 without a conversion element.
Ordinary shares entitle the holder to receive notice of and
to attend or vote at any general meeting of the Company or
to receive dividends or other distributions.
Deferred shares do not entitle
the holder to receive notice of and to attend or vote at any general meeting
of the Company or to receive dividends
or other distributions. Upon winding up or dissolution of the Company
the holders of deferred shares shall be entitled to receive an
amount equal to the nominal amount paid up thereon, but only
after holders of ordinary shares have received £ 100,000
per ordinary share. Holders of deferred shares are not entitled to any
further rights of participation in the assets of the Company. The Company
has the right to purchase the deferred shares in issue at any time for no
consideration.
On 29 December 2020, for every ten of the 1,425,190,380 ordinary shares of
0.01p then in issue, were consolidated into one ordinary share of 0.1p
resulting in there being 142,519,038 ordinary shares of 0.1p in issue.
Issued, allotted and fully paid
2021 2020
£ £
Ordinary shares 48,769 425,190
Deferred shares 2,145,377 2,145,377
Issued in year - ordinary shares 93,750 62,500
Issued in year - deferred shares 438,921 -
2,726,817 2,633,067
For the purpose of preparing the consolidated financial statement of the
Group, share capital represents the nominal value of the issued share capital
of 0.1p per share (2020: 0.1p per share). Share premium represents the
excess over nominal value of the fair value consideration received for equity
shares net of expenses plus deferred shares of 0.9p after issued share capital
of 1p.
16 RELATED PARTY TRANSACTIONS
Mr C C Johnson held 18,681,580 ordinary
0.1p shares in the Group as at 31 March 2021 (2020: 186,815,803
ordinary 0.01p).
Mr J Dubois held 400,000 ordinary 0.1p shares in the Group as at 31
March 2021 (2020: 4,000,000 ordinary 0.01p.
Mr D C Stocks held no ordinary 0.1p shares
in the Group as at 31 March 2021 (2020: 80,330,532 ordinary
0.01p). He sold his entire shareholding during the year.
Mr N Lott held 50,000 ordinary 0.1p shares in the Group as at 31 March 2021
(2020: 500,000 ordinary 0.01p).
Mr P Treadaway held 19,733,466 ordinary 0.1p shares in the Group as
at 31 March 2021 (2020: 106,484,658 ordinary 0.01p).
Mr G Thorneycroft held 600,000 ordinary 0.1p shares in the Group as at 31
March 2021 (2020: nil).
Further details relating to share option and warrants can be found
under note 17.
The following working capital loans have been provided by the Directors: 2021 2020
£ £
C C Johnson
Opening balances 3,171,511 2,417,146
Loan repayments (526,000) -
Personal drawings (95,431) (141,910)
Capital injected 427,785 896,275
Interest payable 25,000 -
Balance carried forward 3,002,865 3,171,511
Mr Johnson's Loan bore interest during the year at 5% (2020: 5% pa),
but he has chosen to forego the interest in both years with the
exception of the first £ 500,000 in this year only, (2020: exception £ nil).
Mr Johnson received £ 25,000 interest (2020: nil). Mr Johnson
is no longer a Director , but he served as a Director
for part of the previous year and remains a
shareholder. Mr Dubois's Loan, which is from his Pension Fund
of which he is the sole beneficiary, was at 12%
pa interest (2020: 12% pa).
Mrs S Johnson, wife of Mr C C Johnson provided a Loan
of £380,000 (2020: £ 380,000) which bore interest of 5% pa, (2020: 5%
pa), to Selmat, a
subsidiary of the Group. This has been included within Mr C C Johnson's loan balance above.
During the year rents were paid of £7,692 (2020: £10,000)
to the Combe Bank Homes Pension Scheme which
owns the freehold offices at Chequers Barn. Mr C C
Johnson is a Trustee and Beneficiary of that Pension Scheme.
Prior to Mr P Treadaway's appointment as a Director, charges of nil
(2020: £70,108) were paid to him in relation to consultancy services.
Mr P Treadaway now takes remuneration as shown in note 4.
During the year payments were made to Mr D Stocks of nil (2020:
£68,936) and to Mr N Lott of £9,998 (2020: £ 4,994)
for consultancy services.
17 SHARE OPTIONS AND WARRANTS
Share options or warrants as at the year end are as follows (2020:nil)
On 14 July
2020 warrants to subscribe for ordinary shares of 0.01p were
granted as follows:
(a) Subscribers to the placing effected in July
2020 were granted warrants to subscribe for up to 937,500,000 shares
for a period of two years, exercisable at 0.2p per share;
(b) Peterhouse Capital Limited was granted warrants
to subscribe for shares equivalent up to 3% of the issued
ordinary share capital from time to time, exercisable for a period of
two years, at 0.08p per share.
Following the consolidation of ordinary shares in December 2020, the warrants
have been adjusted and comprise placee warrants to subscribe for up to
93,750,000 ordinary shares of 0.1p at 2p per share, and the warrants held by
Peterhouse Capital Limited are exercisable at 0.8p per share.
Further on 14 July 2020 £ 600,000 of convertible loan notes were issued to Mr
C C Johnson as part of arrangements to reorganize loans between him and the
Group. The notes are repayable on 31 July 2022 and are convertible at any
time into 300,000,000 ordinary shares of 0.01p at 0.2p per share. On
conversion warrants to subscribe for up to 300,000,000 ordinary shares will be
granted to Mr C C Johnson exercisable for a period of two years from the date
of grant at 0.2p per share. Following the consolidation of ordinary shares
in December 2020, the loan notes have been adjusted and are convertible into
30,000,000 ordinary shares of 0.1p at 2p per share, with warrants to be
granted to subscribe for up to 30,000,000 ordinary shares of 0.1p each at 2p
per share.
18 CATEGORIES OF FINANCIAL INSTRUMENTS
All financial instruments are measured under IFRS 9 at amortised cost.
Capital risk management
The Group considers its capital to
comprise its share capital and share premium. The Group's capital
management objectives are to safeguard the entity's ability to continue
as a going concern, so that it can
continue to provide returns for shareholders
and benefits for other stakeholders and to provide an adequate
return to shareholders by pricing products and services commensurately with
the level of risk.
Significant Accounting Policies
Details of the significant accounting policies and methods adopted, including the criteria for recognition,
the basis of
measurement and the basis on which income and expenses are
recognised, in respect of each class of
financial asset, financial liability and equity instrument
are disclosed on pages 22 to 30 to these financial statements.
Foreign currency risk
The Group has minimal exposure to the differing types of foreign currency risk.
It has no foreign currency
denominated monetary assets or liabilities and does not make sales
or purchases from overseas countries.
Interest rate risk
The Group is sensitive to changes in interest
rates where interest is charged on a variable rate basis. This risk
has been minimized by:
- the bank loan being repaid in full during the year, which was on a variable
rate basis,
- renegotiation of interest rates on some of the other loans from 10% to 5%
(all fixed rates),
- partial repayments made in the year on other loans and,
- the Paragon mortgages which
are on a fixed rate for the first five years of the seven
year term.
The impact of a 100 basis point increase in interest rates on these loans would result in additional interest cost
for the year of £ Nil (2020: £14,794).
Credit risk management
Credit risk refers to the risk that a counter-party
will default on its contractual obligations resulting in financial
loss to the Group.
Liquidity risk management
This is the risk of the Group not being able to continue to operate as a
going concern.
The Directors have, after careful consideration of
the factors set out above, concluded that it is appropriate to
adopt the going concern basis for the preparation of the financial statements and the financial
statements do not include any adjustments that would result if
the going concern basis was not appropriate.
Derivative financial instruments
The Group does not currently use derivative financial instruments as hedging is not considered necessary.
Should the Group identify a requirement for the future
use of such financial instruments, a comprehensive set of
policies and systems as approved by the Directors will be implemented.
Financial liabilities
Due within Due within Due over
Total 1 year 1-5 years 5 Years
£ £ £
Trade payables 455,939 455,939
Borrowings - Directors' loan 3,152,865 3,152,865
Borrowings - Bank loan 924,373 - - 924,373
Borrowings - Other loans 741,250 741,250
Total
5,274,427 455,939
3,894,115 924,373
19 EXCEPTIONAL ITEM
Management have performed a review of the assets of its trading subsidiaries. Consequently, inventory valued at £ nil
(2020: £432,268) less potential deferred tax of nil
(2020: £ nil) has been written off in the financial statements.
Within TNH the sum of nil (2020:£ 163,184) has been written
off which related to costs incurred to date on a site where
planning permission has not been achieved despite several submission
attempts and finally this was taken to
appeal where this was also turned down.
20 NET DEBT RECONCILIATION
2021 2020
£ £
Cash at bank 246,193 27,969
Cash and cash equivalents 246,193 27,969
Borrowing repayable within one year (including overdrafts) (4,818,488) (6,130,884)
Net Debt (4,572,295) (6,102,915)
Cash and liquid investments Gross borrowings with a fixed interest rate Total cash and liquid investments
£
£ £
Net debt as at 1 April (6,775,565) (6,742,765)
2019
32,800
Cash 644,681 639.850
flows
(4,831)
Net debt as at 31 March (6,130,884) (6,102,915)
2020
27,969
Cash 1,312,396 1,530,620
flows
218,224
Net debt as at 31 March (4,818,488) (4,572,295)
2021
246,193
21 SUBSEQUENT EVENTS
Events following the year-end that provide additional information about the Group's position at the
reporting date and are adjusting events are reflected in the financial statements.
Events subsequent to the year-end that are not adjusting events are
disclosed in the notes when material.
Following the year end, a further loan repayment of £ 50,000 has been made to
the DFM Pension Scheme in which Mr J Dubois is the principal beneficiary.
Trafalgar Property Group Plc
COMPANY BALANCE SHEET For the year ended 31 March 2021
Note 2021 2020
£ Restated £
FIXED ASSETS
Investments 7 - -
- -
Current assets
Stocks - -
Debtors 8 22,159 350,134
Cash at bank and in hand 84,219 3,538
106,378 353,672
EQUITIES & LIABILITIES
Current liabilities
Trade & other payables 9 652,662 873,264
652,662 873,264
Non-current liabilities
Borrowings 10 33,926 105,000
Total liabilities 686,588 978,264
-
Net (liabilities)/assets (580,210) (624,592)
Called up share capital 12 2,726,817 2,633,067
Share premium account 3,250,249 2,660,862
Loan note equity reserve 104,132 -
Profit and loss account (6,661,408) (5,918,521)
Equity - attributable to the owners of the Parent (580,210) (624,592)
Total Equity & Liabilities
106,378
353,672
The loss for the financial year dealt with
in the financial statements of the Parent Company was Loss £ 742,887
(2020: Loss £135,165 ).
The financial statements were approved by the
Board of Directors on 6 September 2021 and authorised for
issue and are signed on its behalf by:
P Treadaway: ……………………………………….
J Dubois: ……………………………………………
Company Registration Number: 04340125
The notes on pages 44 to 50
form an integral part of these financial statements
Trafalgar Property Group Plc
COMPANY STATEMENT OF CHANGES IN EQUITY
31 March 2021
Share Loan Note Retained Total Equity
Share Capital
Premium Equity profits/
Reserve (losses)
£ £ £ £ £
At 1 April 2019 2,570,567 2,510,462 - 5,783,356 702,327
Loss for the year (135,165) (135,165)
Total comprehensive
income for the year (135,165) (135,165)
Issue of shares 62,500 187,500 250,000
Share issue costs (37,100) (37,100)
At 31 March 2020 2,633,067 2,660,862 - (5,918,521) (624,592)
At 1 April 2020 2,633,067 2,660,862 - (5,918,521) (624,592)
Loss for the year (742,887) (742,887)
Total comprehensive
income for the year (742,887) (742,887)
Loan note equity reserve 104,132 104,132
Issue of shares 93,750 656,250 750,000
Share issue costs (66,863) (66,863)
At 31 March 2021 2,726,817 3,250,249 104,132 (6,661,408) (580,210)
Further details of share issues in the year are shown in note 12 to the
company accounts.
The notes on pages 44 to 50
form an integral part of these financial statements.
Trafalgar Property Group Plc
NOTES TO THE COMPANY FINANCIAL STATEMENTS
for the year ended 31 March 2021
1 GENERAL INFORMATION
Nature of operations
Trafalgar Property Group Plc ("the Company") is the UK holding company of a group of companies which are
engaged in property development.
The Company is registered in England and Wales.
Its registered office and
principal place of business is Chequers Barn, Bough Beech, Edenbridge, Kent TN8 7PD.
2 BASIS OF PREPARATION
The financial statements have been prepared under the historical cost convention
and in accordance with
applicable United Kingdom law, FRS 102 and accounting
standards. The principal accounting policies are
described below. They have all been applied consistently throughout the year and preceding year.
The
Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006
and
has not presented its own Statement of Comprehensive Income to these financial statements.
The Company has taken advantage of the disclosure exemption from
the requirements of section 7 Statement of
Cashflow, as permitted by the FRS 102
"The Financial Reporting Standard applicable in the UK and Republic of
Ireland".
3 SIGNIFICANT ACCOUNTING POLICIES (a)
GOING CONCERN
The Directors have reviewed forecasts and budgets for the coming year, which have been drawn up with
appropriate regard for the current economic environment and the particular circumstances in which the Company
operates. These were prepared with reference to historical and current industry
knowledge, taking into account future strategy of the
Company and wider Group.
The existing operations have been generating funds to meet short-term
operating cash requirements. As a result of these considerations, at
the time of approving the financial statements, the
Directors consider that the
Company and the Group have sufficient resources to continue in operational existence for the foreseeable future.
It is appropriate to adopt the
going concern basis in the preparation of the financial statements.
As
with all business forecasts, the Directors' statement cannot guarantee that
the going concern basis will remain
appropriate given the inherent uncertainty about the future events.
(b) INVESTMENTS
Investments held as fixed assets are
stated at cost less provision for impairment.
(c) TAXATION
Current tax, including UK corporation
tax and foreign tax, is provided at amounts expected to be paid (or
recovered) using the tax rates and laws that have been enacted or
substantively enacted by the balance sheet date.
Deferred tax is recognised in respect of all timing differences
that have originated but not reversed at the
balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a
right to pay less tax in the future have occurred at the balance sheet date. Timing differences
are differences between the company's taxable profits and its results
as stated in the financial statements that arise from the
inclusion of gains and losses in tax assessments in years different from those in which they are recognised in
the financial statements.
A deferred tax asset is regarded as recoverable and therefore
recognised only when, on the basis of all available evidence,
it can be regarded as more likely
than not that there will be suitable taxable profits from which the
future reversal of the underlying timing differences can be deducted.
(d) FINANCIAL INSTRUMENTS
Financial assets and liabilities are recognised in the statements of financial position when the Company has
become a party to the contractual provisions of the instruments.
The Company's financial assets and liabilities are initially measured at fair value plus any directly attributable
transaction costs. The carrying value of the Company's financial
assets, primarily cash and bank balances, and
liabilities, primarily the
Company's payables and other accrued expenses, approximate to their fair
values.
(i) Financial assets
On initial recognition,
financial assets are classified as either financial
assets at fair value through profit or loss, held-to-maturity
investments, loans and receivables financial assets, or available-for-sale financial assets, as
appropriate.
Trade and other receivables
Trade
and other receivables (including deposits and prepayments) that have fixed or determinable payments that
are not quoted in an active market are classified as other receivables,
deposits, and prepayments. Other receivables,
deposits, and prepayments
are measured at amortised cost using the effective interest method, less
any impairment loss. Interest income is recognised
by applying the effective interest rate, except for short-term
receivables when the recognition of interest would be immaterial.
(ii) Financial liabilities and equity instruments
Financial liabilities are classified as liabilities or equity
in accordance with the substance of the contractual arrangement.
Financial liabilities
Financial liabilities comprise long-term borrowings, short-term
borrowings, trade and other payables and accruals,
measured at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of
allocating interest income over the relevant period.
The effective interest rate is the rate that exactly discounts
estimated future cash payments (including
all fees on points paid or received that form an integral part of the
effective interest rate, transaction
costs and other premiums or discounts) through the expected life of the
financial liability, or, where appropriate, a shorter period to the
net carrying amount on initial recognition.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an
entity after deducting all its liabilities. Equity instruments
issued by the Company are recognised at the proceeds received, net of direct
issue costs.
4 CRITICAL ACCOUNTING JUDGEMENTS AND KEY
SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Company's accounting policies, which are described in
note 3, the Directors are
required to make judgements, estimates and assumptions about the carrying amounts of assets
and liabilities that are not apparent from other sources. The
estimates and assumptions are based on historical experience and other
factors, including expectations of future events that are believed to be reasonable under the circumstances.
Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates
are recognised in the period in which the estimate
is revised if the revision affects only that period or in the
period of the revision and future periods if the revision affects both current and future periods.
The following are the key assumptions concerning
the future and other key sources of estimation uncertainty at
the statement of financial position date that have a significant
risk of causing a significant adjustment to the
carrying amounts of assets and liabilities in the financial statements:
Carrying value of investments in subsidiaries and intercompany
Management's assessment for impairment of investment in subsidiaries is based on the estimation of value in
use of the subsidiary by forecasting the expected future cash flows
expected on each development project. The value
of the investment in
subsidiaries is based on the subsidiaries being able to realise their cash flow projections.
Recognition of deferred tax assets
The recognition of deferred tax assets is based upon
whether it is more likely than not that sufficient and suitable
taxable profits will be available in the future against which the reversal of temporary differences can
be
deducted.
To determine the future taxable profits, reference is made to the latest available profit forecasts.
Where the temporary differences are related to losses, relevant tax
law is considered to determine the availability
of the losses to offset against the future taxable profits.
5 LOSS FOR FINANCIAL PERIOD
The Company has taken advantage of section 408 of the Companies Act 2006 and, consequently, a profit and
loss account for the Company alone has not been presented.
The Company's loss for the financial period was
£742,887 (2020: Loss £135,165). The Company's loss for the financial year has been arrived at after charging
auditor's remuneration payable to MHA MacIntyre Hudson
for audit services to the Company of £10,000 (2020:
£10,000).
6 EMPLOYEES AND DIRECTORS' REMUNERATION
2021 2020
£ £
Directors' fees 97,000 15,000
Social security costs 10,938 879
Management fees 9,998 4,994
117,936 20,873
The average number of employees of the Company during the year was:
2021 2020
Number Number
3 3
Directors and management
There are no retirement benefits accruing to any of the Directors.
£ 9,998 (2020: £4,994) was paid to Mr Norman Lott for
his professional services.
Additional directors remuneration of £ 45,000 (2020: £45,000) was paid to a
director through subsidiary entities.
7 INVESTMENTS
The Company owns the following undertakings, all of which are incorporated in the United Kingdom and have
their registered offices at Chequers Barn, Chequers Hill, Bough Beech, Edenbridge, Kent, TN8 7PD.
Class of shares % Shareholding Principal Activity
held
Held directly
Trafalgar New Homes Ordinary shares 100% Residential property developers
Limited
Trafalgar Retirement + Limited Ordinary shares 100% Residential property & assisted living scheme
Selmat Limited Ordinary shares 100% Residential property renting
Held indirectly through Trafalgar New Homes Limited
Combe Bank Homes Ordinary shares 100% Residential
property developers
(Oakhurst) Limited
Held indirectly through Trafalgar Retirement + Limited
Randell House Limited Ordinary shares 100% Assisted
living developers
(dissolved 22 September 2020)
Controlled via Deed of Trust
Combe House (Borough Ordinary shares 100% Residential property
developers
Green) Limited
8 DEBTORS
2021 2020
£ £
Amounts owed by group undertakings - 343,068
Other debtors 16,637 1,822
Other taxes and social security 5,522 5,244
22,159 350,134
9 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2021 2020
£ Restated £
Trade creditors 21,713 36,860
Taxation and social security 5,313 1,323
Other creditors 25,636 30,300
Amounts owed to group undertakings 600,000 804,781
652,662 873,264
10 BORROWINGS
The Borrowings balance in both 2021 and 2020 relates to Director's loans.
These balances in both 2021 and 2020 are due in more than one year. The
balance for 2020 has been restated as it was incorrectly shown as due within
one year. This restatement has no impact on the financial performance of the
Company and is purely a reclassification between being due in less than one
year to more than one year.
11 FINANCIAL INSTRUMENTS 2021 2020
£ £
Financial assets measured at amortised cost:
Amounts owed by group undertakings and other debtors 16,637 344,890
Financial liabilities
Financial liabilities measured at amortised cost 681,275 976,941
Financial liabilities include, trade creditors, other creditors and amounts due to group undertakings.
12 SHARE CAPITAL
Issued, allotted and paid share capital
2021 2020
Number Number
Ordinary shares
Ordinary shares of 0.01p (2020: 0.1p) in issue 487,690,380 425,190,380
Ordinary shares of 0.01p (2020: 0.1p) issued in year 937,500,000 62,500,000
Total ordinary shares of 0.01p (2020: 0.1p) in issue 1,425,190,380 487,690,380
Total ordinary shares of 0.1p in issue following consolidation 142,519,038 -
Deferred shares
Deferred shares of 0.9p in issue 238,375,190 238,375,190
Deferred shares of 0.9p arising in year from reorganisation 48,769,038 -
Total Deferred shares of 0.9p in issue
287,144,228 238,375,190
Issued allotted and paid 2021 2020
£ £
Ordinary shares of 0.01p (2020: 0.1p) in issue 48,769 425,190
Ordinary shares of 0.01p (2020: 0.1p) issued in year 93,750 62,500
Total Ordinary shares of 0.1p in issue following 142,519 487,690
Re-organisation
Deferred shares of 0.9p in issue 2,145,377 2,145,377
Deferred shares of 0.9p arising in year from reorganization 438,921 -
Re-organisation 2,584,298 2,145,377
2,726,817 2,633,067
On 13 July 2020 the Company undertook a sub-division of its ordinary shares,
which sub divided the 487,690,380 0.1p ordinary shares of 0.1p each into
487,690,380 ordinary shares of 0.01p each and 487,690,380 0.09p deferred
shares of 0.09p each. The 0.09p deferred shares of 0.09p each were
consolidated into deferred shares of 0.9p each ranking pari passu as one class
with the existing deferred shares of 0.9p each.
On 14 July 2020, 937,500,000 ordinary shares of 0.01p each were issued under a
placing at 0.08p each (at a premium of 0.07p per share) to raise £ 750,000
before costs of £ 66,863.
In addition, on 14 July 2020 warrants to subscribe for ordinary shares of
0.01p were granted as follows:
(a) Subscribers to the placing were granted warrants to subscribe for up
to 937,500,000 shares for a period of two years, exercisable at 0.2p per
share;
(b) Peterhouse Capital Limited was granted warrants to subscribe for
shares equivalent up to 3% of the issued ordinary share capital from time to
time, exercisable for a period of two years, at 0.08p per share.
Following the consolidation of ordinary shares in December
2020, the warrants have been adjusted and comprise placee warrants
to subscribe for up to 93,750,000 ordinary shares of 0.1p at 2p per share, and
the warrants held by Peterhouse Capital Limited are exercisable at 0.8p per
share.
In relation to the granting of these warrants to Peterhouse Capital Limited,
these fall under the requirements of IAS 39 Financial Instruments and as such
are accounted for at fair value through profit or loss. At the grant date of
these warrants these are valued using a Black Scholes model to determine the
intrinsic value of the warrant and a liability is recognized for this amount
with a corresponding expense through the income statement. The Directors'
have concluded that the intrinsic value of the warrant as at 31 March 2021 is
not material to the results and subsequent movements in the share price have
decreased this value further. As such no accounting entries have been made
to these results.
Further on 14 July 2020 £ 600,000 of convertible loan notes were issued to Mr
C C Johnson as part of arrangements to reorganise loans between him and the
Group. The notes are repayable on 31 July 2022 and are convertible at any
time into 300,000,000 ordinary shares of 0.01p at 0.2p per share. On
conversion, warrants to subscribe for up to 300,000,000 ordinary shares will
be granted to Mr C C Johnson exercisable for a period of two years from the
date of grant at 0.2p per share. Following the consolidation of ordinary
shares in December 2020, the loan notes have been adjusted and are convertible
into 30,000,000 ordinary shares of 0.1p at 2p per share, with warrants to be
granted to subscribe for up to 30,000,000 ordinary shares of 0.1p each at 2p
per share, with warrants to be granted to subscribe for up to 30,000,000
ordinary shares of 0.1p each at 2p per share.
The convertible loan notes have been accounted for as having both a debt and
an equity element. This results in the creation of a loan note equity
reserve at the point of issue. This loan note equity reserve is the
difference between the loan note value received by the company of £ 600,000
and the fair value of a debt only instrument with a 10% imputed interest rate
and a final settlement figure of £ 600,000 in July 2022. This 10% imputed
interest rate is managements' best estimate as to the interest rate that would
be expected from the market for an unsecured loan of £ 600,000 without a
conversion element.
Ordinary shares entitle the holder to receive notice of and to attend or vote at
any general meeting of the Company or to receivedividends
or other distributions.
Deferred shares do not entitle
the holder to receive notice of and to attend or vote at any general meeting
of the Company or to receive dividends
or other distributions. Upon winding up or dissolution of the Company
the holders of deferred shares shall be entitled to receive an
amount equal to the nominal amount paid up thereon, but only
after holders of ordinary shares have received £ 100,000
per ordinary share. Holders of deferred shares are not entitled to any
further rights of participation in the assets of the Company. The Company
has the right to purchase the deferred shares in issue at any time for no
consideration.
On 29 December 2020 for every ten of the 1,425,190,380 ordinary shares of
0.01p then in issue, were consolidated into one ordinary share of 0.1p
resulting in there being 142,519,038 ordinary shares of 0.1p in issue.
13 INTERCOMPANY TRANSACTIONS
The company has taken advantage of the exemption conferred by FRS102 Section
33 "Related Party
disclosures" not to disclose transactions undertaken with other
wholly owned members of the Group and transactions with directors.
14 POST BALANCE SHEET EVENTS
There are no events to report.
TRAFALGAR PROPERTY GROUP PLC
(Registered in England No. 04340125)
NOTICE OF ANNUAL GENERAL MEETING
Explanation of resolutions at the Annual General Meeting
Information relating to resolutions to be proposed at the Annual General Meeting is set out below. The notice of
AGM is set out on page 52
Business at the AGM
The following resolutions will be proposed at the AGM:
(a) Resolution 1:
to approve the annual report and accounts.
The Directors are required to lay before the Company at
the AGM the accounts of the Company for the financial year
ended 31 March 2021 ,
the report of the Directors and the report of the
Company's auditors on those accounts.
(b) Resolution 2: to approve the
re-appointment of MHA MacIntyre Hudson as auditors of the
Company.
The Company is required to appoint auditors at each general meeting
at which accounts are laid, to hold office until the
next such meeting.
(c)
Resolution 3: to approve the remuneration of the auditors for the
next year.
(d) Resolution 4: to re-appoint Gary Thorneycroft as a
Director; Gary was appointed during the financial year, and is required to be
re-appointed at the first Annual General Meeting following his appointment.
(e) Resolution 5: to re-appoint Paul
Treadaway as a Director; Paul is retiring by rotation and
submitting himself for re-election.
(f) Resolutions 6 and 7: to approve the
renewal of general authorities to allot shares, which expire at the AGM, for
the purpose of (i) granting the Directors general authority to allot up to a
maximum nominal amount of £140,000, representing approximately 98% of the
current issued ordinary share capital; and (ii) disapplying pre-emption rights
in connection with the allotment of up to a maximum nominal amount of
£140,000, representing approximately 98% of the current issued ordinary share
capital.
Attendance at the AGM
There are no longer any Covid-19 related legal prohibitions on attending the
meeting in person. However, in light of the continuing impact of Covid-19,
current government guidance, and recognising that some members and proxies may
still be reluctant to attend in person, (i) the vote on each of the
resolutions put to the meeting will be taken on a poll; and (ii) shareholders
are strongly advised to appoint the chairman of the meeting as their proxy.
Any shareholder who wishes to raise a
question is asked to contact the Company on 01732 700000.
TRAFALGAR PROPERTY GROUP PLC
(Registered in England No. 04340125)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2021 Annual General Meeting
of the Company will be held at the
Company's offices at Chequers Barn, Bough Beech,
Edenbridge, Kent TN8 7PD at 11.00 a.m. on 30th September
2021, for the following purposes:
RESOLUTIONS
To consider and, if thought fit, to pass resolutions 1 to 5
as ordinary resolutions:
1
To receive and adopt the directors' report, the auditor's report and the Company's accounts for the
year ended 31 March 2021.
2
To re-appoint MHA MacIntyre Hudson as auditor in accordance with
section 489 of the Companies
Act 2006, to hold office until the conclusion of the Annual General Meeting of the Company in
2022.
3
To authorise the Directors to determine the remuneration of the auditor.
4 To re-appoint Gary Thorneycroft as a
Director of the Company.
5 To re-appoint Paul Treadaway as a
Director of the Company.
Special business
To consider and, if thought fit, to pass resolution 6 as an ordinary
resolution, and resolution 7 as a special resolution:
6 THAT, in addition to all existing authorities conferred
on the directors to allot shares or to grant rights to subscribe for or to
convert any securities into shares, the directors be authorised generally and
unconditionally pursuant to Section 551 of the Companies Act 2006 as amended
to exercise all the powers of the Company to allot shares and/or rights to
subscribe for or to convert any security into shares, provided that the
authority conferred by this resolution shall be limited to the allotment of
shares and/or rights to subscribe or convert any security into shares of the
Company up to an aggregate nominal amount of £140,000 such authority (unless
previously revoked, varied or renewed) to expire on the conclusion of the
Annual General Meeting of the Company to be held in 2022 or, if earlier, 15
months after the date on which this resolution has been passed, provided that
the Company may, before such expiry, make an offer, agreement or other
arrangement which would or might require shares and/or rights to subscribe for
or to convert any security into shares to be allotted after such expiry and
the directors may allot such shares and/or rights to subscribe for or to
convert any security into shares in pursuance of such offer, agreement or
other arrangement as if the authority conferred hereby had not expired.
7 THAT, in addition to all existing authorities conferred
on the directors to allot shares or to grant rights to subscribe for or to
convert any securities into shares, the directors be and are hereby generally
empowered to allot equity securities (within the meaning of Section 560 of the
Companies Act 2006) pursuant to the general authority conferred by resolution
6 above for cash or by way of sale of treasury shares as if Section 561 of the
Companies Act 2006 or any pre-emption provisions contained in the Company's
articles of association did not apply to any such allotment, provided that the
power conferred by this resolution shall be limited to
(i) any allotment of equity securities where such
securities have been offered (whether by way of rights issue, open offer or
otherwise) to holders of equity securities in proportion (as nearly as may be
practicable) to their then holdings of such securities, but subject to the
directors having the right to make such exclusions or other arrangements in
connection with such offer as they deem necessary or expedient to deal with
fractional entitlements or legal or practical problems arising in, or pursuant
to, the laws of any territory or the requirements of any regulatory body or
stock exchange in any territory or otherwise howsoever;
(ii) the allotment (otherwise than pursuant to
sub-paragraph (i) above) of equity securities up to an aggregate nominal value
of £140,000,
such authority and power (unless previously revoked, varied or renewed) to
expire on the earlier to occur of 15 months after the passing of this
resolution or the conclusion of the Annual General Meeting of the Company to
be held in 2022, provided that the Company may prior to such expiry make any
offer, agreement or other arrangement which would or might require equity
securities to be allotted after such expiry and the directors may allot equity
securities pursuant to any such offer, agreement or other arrangement as if
the power hereby conferred had not expired.
Dated: 6 September 2021
Registered
office:
By order of the Board
Chequers
Barn
N W Narraway
Chequers
Hill
Secretary
Bough Beech
Edenbridge
Kent TN8 7PD
Notes:
1. There are no longer any Covid-19
related legal prohibitions on attending the meeting in person. However, in
light of the continuing impact of Covid-19, current government guidance, and
recognising that some members and proxies may still be reluctant to attend in
person, (i) the vote on each of the resolutions put to the meeting will be
taken on a poll; and (ii) shareholders are strongly advised to appoint the
chairman of the meeting as their proxy.
2.
As a member of the Company, you are entitled to appoint a proxy to exercise all or any of your
rights to attend, speak and vote at the Meeting and you should have
received a proxy form with this notice of meeting.
You can only appoint a proxy using the procedures set
out in these notes and the notes to the proxy form.
3.
A proxy does not need to be a member of the Company but must attend the Meeting to represent
you. Details
of how to appoint the Chairman of the Meeting or another person as your proxy using
the proxy form are set out in the notes to the proxy form. As all
resolutions will be taken on a poll, shareholders are strongly advised to
appoint the chairman of the meeting as their proxy.
4.
You may appoint more than one proxy provided each proxy is appointed to exercise
rights attached to
different shares. You may not appoint more than one
proxy to exercise rights attached to any one
share. To appoint more than one proxy, you may photocopy the enclosed proxy form.
5. If you do not give
your proxy an indication of
how to vote on any resolution, your proxy will vote or abstain from
voting at his or her discretion.
Your proxy will vote (or abstain from voting) as he or
she thinks fit in relation to any other
matter which is put before the Meeting.
6.
The notes to the proxy form explain how to direct your proxy how to vote on each resolution or
withhold their vote.
7. To appoint a proxy using
the proxy form, the form must be:
(a) completed and signed;
(b)
sent or delivered to the Company's Registrars, Neville Registrars Limited, Neville
House, Steelpark Road, Halesowen B62 8HD; and
(c) received by no later than 11.00a.m. on
28 September 2021.
Any power of attorney or any other authority under which the proxy form is signed (or a duly
certified copy of such power or authority) must be included with the proxy form.
8. To change your proxy appointment,
simply submit a new proxy appointment using the methods set
out above.
Note that the cut-off time for receipt of proxy appointments
(see above) also apply in
relation to amended instructions; any amended proxy appointment received after the
relevant cut-off time will be disregarded.
Where you have appointed a proxy using the hard-copy proxy form and would like to change the
instructions using another hard-copy proxy form,
you may photocopy the enclosed proxy form.
If you submit more than one valid proxy appointment, the appointment received last before the
latest time for the receipt of proxies will take precedence.
9.
In order to revoke a proxy appointment you will need to inform the Company
by sending a signed
hard copy notice clearly stating that you revoke your proxy appointment
to Neville Registrars
Limited, Neville House, Steelpark Road, Halesowen, B62 8HD. Any power of attorney or any other
authority under which the revocation notice is signed (or a duly
certified copy of such power or
authority) must be included with the revocation notice.
The revocation notice must be
received by no later than 11.00 a.m. on 28 September 2021.
If you attempt to revoke your proxy appointment but the revocation is received after the time
specified then, subject to the paragraph directly below, your proxy appointment will remain valid.
Appointment of a proxy does not preclude you
from attending the Meeting and voting in person.
10.
Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, only those members
registered in the register of members of the Company
as at 6.00 p.m. on 28 September 2021 shall be
entitled to attend and vote at this Meeting in respect of the
number of shares registered in their name at that time.
Changes to entries on the relevant register of securities after such time shall be
disregarded in determining the rights of any person to attend or
vote at this Meeting.
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