REG - Trafalgar PropertyGp - Half-year Report
24/12/2021 07:00
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RNS Number : 6889W Trafalgar Property Group PLC 24 December 2021
24 December 2021
TRAFALGAR PROPERTY GROUP PLC
("Trafalgar", the "Company" or "Group")
Interim Results
for the six months ended 30 September 2021
Trafalgar (AIM: TRAF), the AIM quoted residential property developer operating
in southeast England, announces its interim results for the six months ended
30 September 2021 (the "Period").
Key financials:
· Turnover for the Period was £390,139, (H1 2020: £1,311,150);
· Gross profit of £6,955, (H1 2020: gross profit £302,596),
giving a loss before tax of £338,139 (H1 2020: pre-tax loss: £16,699);
· EPS of (0.35)p (H1 2020: (0.00p)); and
· Cash in bank at period end was £24,329 (H1 2020: £405,813); at
20 December 2021 cash at bank was £43,750
· James Dubois, Non-Executive Chairman of Trafalgar, said: 'The results
for the year for the six months to 30 September 2021 are disappointing.
However, we have been facing a period of great difficulty in the property
sector with long planning delays due to the Covid-19 pandemic and this has
delayed the start of our next construction projects. Overheads have been
reduced significantly whilst we await the results of our planning
submissions."
Copies of the interim report will be available later today on the Company's
website, www.trafalgarproperty.group (http://www.trafalgarproperty.group)
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
Notes to Editors:
Trafalgar Property Plc is the holding company of Trafalgar New Homes Limited
and Trafalgar Retirement+ Limited, residential property developers operating
in the southeast of England. The founders have a long track record of
developing new and refurbished homes, principally in Kent and Surrey.
The Company's focus is on the select acquisition of land for residential
property development. The Company outsources all development activities, for
example the obtaining of planning permission, design and construction, and
uses fixed price build contracts, enabling it to tightly control its
development and overhead costs.
For further information visit www.trafalgarproperty.group
(http://www.trafalgarproperty.group) .
TRAFALGAR PROPERTY GROUP PLC
INTERIM REPORT FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2021
CHIEF EXECUTIVE'S REPORT
I present the Company's Interim Results for the six month period to 30
September 2021. Revenue for the period was £390,139 and cost of sales was
£383,184 giving a gross profit for the period of £6,955.
Mortgage and private loan interest was paid during the period of £62,963 with
a further £25,620 of loan note equity interest being accrued in the period.
The result of the above is a loss before taxation for the period of £338,139.
The directors have considered relevant information, including the annual
budget, forecast future cash flows and the impact of subsequent events in
making their assessment. The COVID-19 pandemic and the ensuing economic
shutdown has impacted the Company's operations. In response to the COVID-19
pandemic, the directors have performed a robust analysis of forecast future
cash flows taking into account the potential impact on the business of
possible future scenarios arising from the impact of COVID-19. This analysis
also considers the effectiveness of available measures to assist in mitigating
the impact.
Based on these assessments and having regard to resources available to the
entity, the directors have concluded that they can continue to adopt the going
concern basis in preparing the financial statements.
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.
Fortunately, we had completed the construction phase of these units although
there have been delays in obtaining 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, and we
have limited our overhead expenditure wherever possible.
During the 6 months to 30 September 2021 the Group sold one investment
property following a tenant vacating and with one other leasehold investment
property currently under offer following the tenant vacating in early December
2021. During the year a review for revaluation has taken place on the
investment properties and a provision has been made of £ (67,000) within the
Statement of Comprehensive Income as at 30 September 2021. We are also
awaiting the results of planning appeals lodged for two sites in Surrey
although the planning process has been negatively impacted by the effects of
the pandemic.
Paul Treadaway
Chief Executive
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHS ENDED 30 SEPTEMBER 2021
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
6 month 6 month Year
period ended period ended ended
30 September 30 September 31 March
(Unaudited) (Unaudited) (Audited)
Note 2021 2020 2021
£'000 £'000 £'000
Revenue 390 1,311 2,286
Cost of sales (383) (1,009) (1,964)
Gross profit/(loss) 7 302 322
Administrative expenses (257) (237) (464)
Underlying operating (loss)/profit (250) 65 (142)
Other interest receivable and other income 29 29 27
Interest payable and similar charges (88) (77) (214)
(Loss)/profit before taxation (338) 17 (329)
Tax payable on profit on ordinary activities 4 - - -
(Loss)/profit after taxation for the period (338) 17 (329)
Other comprehensive income
Total comprehensive (loss)/profit for the period (338) 17 (329)
(Loss/profit) attributable to:
Equity holders of the parent (338) 17 (329)
Total comprehensive (loss)/profit for the period attributable to:
Equity holders of the parent (338) 17 (329)
(LOSS)/PROFIT PER ORDINARY SHARE;
Basic/Diluted 5 (0.35)p 0.00p (0.34)p
All results in the current and preceding financial period derive from
continuing operations.
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHS ENDED 30 SEPTEMBER 2021
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
30 September 30 September 31 March
(Unaudited) (Unaudited) (Audited)
Note 2021 2020 2021
£'000 £'000 £'000
Non-current assets
Tangible fixed assets 1 2 1
Investment property 9 1,533 1,975 1,975
1,534 1,977 1,976
Current assets
Inventory 87 989 79
Trade and other receivables 14 50 33
Cash at bank and in hand 24 406 246
125 1,445 358
Total assets 1,659 3,422 2,334
EQUITIES AND LIABILITIES
Current liabilities
Trade and other payables 470 498 479
Borrowings - 374 -
470 872 479
Non-current liabilities
Borrowings 4,490 5,167 4,818
Total liabilities 4,960 6,039 5.297
Equity attributable to equity holders of the Company
Called up share capital 6 & 7 2,727 2,727 2,727
Share premium account 3,250 3,250 3,250
Loan note equity 6 & 7 104 104 104
Reverse acquisition reserve (2,818) (2,818) (2,818)
Profit and loss account (6,564) (5,880) (6,226)
Total Equity (3,301) (2,617) (2,963)
Total Equity and Liabilities 1,659 3,422 2,334
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHS ENDED 30 SEPTEMBER 2021
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share capital Share premium Loan Reverse acquisition reserve Retained profits Total equity
Note equity /(losses)
Reserve
£'000 £'000 £'000 £'000 £'000 £'000
At 1 April 2021 2,727 3,250 104 (2,818) (6,226) (2,963)
(Loss)/Profit for period - - - - (338) (338)
Other comprehensive income for the period - - - - - -
Total comprehensive income for the period - - - - (338) (338)
Issue of shares - - - - - -
Share issue costs - - - - - -
Loan notes issue - -
At 30 September 2021 2,727 3,250 104 (2,818) (6,564) (3,301)
For the purpose of preparing the consolidated financial statement of the
Group, the share capital represents the nominal value of the issued share
capital of 0.1p per share. Share premium represents the excess over nominal
value of the fair value consideration received for equity shares net of
expenses of the share issue.
The reverse acquisition reserve related to the reverse acquisition between
Trafalgar Property Group plc and Trafalgar New Homes Limited on 11 November
2011.
Loan note equity further details are provided in Note 6, 7 & 8
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHS ENDED 30 SEPTEMBER 2021
CONSOLIDATED STATEMENT OF CASH FLOWS
6 month 6 month Year
period ended period ended ended
30 September 30 September 31 March
(Unaudited) (Unaudited) (Audited)
2021 2020 2021
£'000 £'000 £'000
Cash flow from operating activities
Operating (loss)/profit (338) 17 (329)
Depreciation charges - - 1
Loss on sale of investment property 22 - -
Fair value movements on investment property 67 - -
Increase in stocks (8) 224 1,134
(Increase)/decrease in debtors 19 (8) (9)
(Decrease)/increase in creditors (9) (51) (70)
Interest paid 88 69 214
Net cash inflow/(outflow) from operating activities (159) 251 941
Investing activities
Disposal of investment property & revaluation 353 - -
Purchase of tangible fixed assets - (1) (1)
Net cash used in investing activities 353 (1) (1)
Taxation - - -
Financing activities
Issue of shares - 750 683
Share issue costs
(67) -
New loan borrowings - 50 51
(418)
Related party loan repayment
-
(771)
(25)
Related party new loan borrowings 94 (274) 430
Repayment loan borrowings (4) 182 (555)
Repayment other borrowings - (80) (490)
Interest paid (63) 69 (70)
Net cash flow from financing (416) 128 (722)
(Decrease)/increase in cash and cash equivalents in the period (222) 378 218
Cash and cash equivalents at the beginning of the year 246 28 28
24 406 246
Related party loan repayment
-
-
(418)
(25)
750
(67)
50
-
683
-
51
(771)
Related party new loan borrowings
94
(274)
430
Repayment loan borrowings
(4)
182
(555)
Repayment other borrowings
-
(80)
(490)
Interest paid
(63)
69
(70)
Net cash flow from financing
(416)
128
(722)
(Decrease)/increase in cash and cash equivalents in the period
(222)
378
218
Cash and cash equivalents at the beginning of the year
246
28
28
24
406
246
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHS ENDED 30 SEPTEMBER 2021
NOTES TO THE FINANCIAL INFORMATION
1. GENERAL INFORMATION
This financial information is for Trafalgar Property Group Plc ("the Company")
and its subsidiary undertakings. The Company is incorporated in England and
Wales.
2. BASIS OF PREPARATION
The interim consolidated financial information has been prepared with regard
to International Financial Reporting Standards (IFRS) as adopted for use in
the United Kingdom (UK IFRS). The interim financial information
incorporates the results for the Group for the six month period from 1 April
2021 to 30 September 2021. The results for the year ended 31 March 2021 have
been extracted from the statutory financial statements for the Group for the
year ended 31 March 2021. The financial information set out in these interim
consolidated financial information does not constitute statutory accounts as
defined in S434 of the Companies Act 2006. They do not include all of the
information required for full annual financial statements, and should be read
in conjunction with the consolidated financial statements of the Group for the
year ended 31 March 2021, which contained an unqualified audit report and have
been filed with the Registrar of Companies. They did not contain statements
under S498 of the Companies Act 2006.
The same accounting policies, presentation and methods of computation have
been followed in these unaudited interim financial statements as those which
were applied in the preparation of the group's annual financial statements for
the year ended 31 March 2021.
The interim consolidated financial information incorporates the financial
statements of Trafalgar Property Group Plc and its subsidiaries.
The interim financial information for the six months ended 30 September 2021
was approved by the directors on 22 December 2021.
3. 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 that the principal activity of the Group was property development
and there is considered to be one reportable segment, that of property
development carried on in the UK. 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 consolidate statement of changes in equity, the consolidated
statement of financial position and cash-flows.
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHS ENDED 30 SEPTEMBER 2021
NOTES TO THE FINANCIAL INFORMATION
4. TAXATION
6 month 6 month Year
period ended period ended ended
30 September 30 September 31 March
(Unaudited) (Unaudited) (Audited)
2021 2020 2021
£'000 £'000 £'000
Current tax - - -
Tax charge/(credit) - - -
Loss/(profit) on ordinary activities before tax (338) 17 (329)
Based on profit for the period:
Tax at 20% - - -
Effect of:
Losses (not utilised)/utilized - - -
Tax charge for the period - - -
No tax provision has been made on account of brought
forward losses.
5. PROFIT/(LOSS) PER ORDINARY SHARE
The calculation of profit/ (loss) per
ordinary share is based on the following
(losses) and number of shares:
6 month 6 month Year
period ended period ended Ended
30 September 30 September 31 March
(Unaudited) (Unaudited) (Audited)
2021 2020 2021
£'000 £'000 £'000
(Loss)/profit for the period (338) 17 (329)
Weighted average number of shares for basic (loss)/profit per share 95,644,038 1,081,519,705 95,644,038
Weighted average number of shares for diluted profit/(loss) per share 95,644,038 1,081,519,705 95,644,038
(LOSS)/PROFIT PER ORDINARY SHARE;
Basic (0.35)p 0.00p (0.34)p
Diluted ( 0.35)p 0.00p (0.34)p
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHS ENDED 30 SEPTEMBER 2021
NOTES TO THE FINANCIAL INFORMATION
6. SHARE CAPITAL
Authorised Share Capital
30 September 31 March
2021 2021
Number Number
Ordinary shares of 0.01p each 1,425,190,380 487,690,380
Issued in year:
Ordinary shares of 0.01p
- 937,500,000
Total ordinary shares of 0.01p in issue) 1,425,190,380 1,425,190,380
Total ordinary shares of 0.1p in issue following consolidation 142,519,038 142,519,038
Deferred shares of 0.9p in issue 287,144,228 238,375,190
Deferred shares of 0.9p arising from re-organisation - 48,769,038
Total deferred shares of 0.9p in issue 287,144,228 287,144,228
Authorised Share Capital 30 September 31 March
2021 2021
£'000 £'000
Called up share capital 2,727 2,727
Share premium 3,250 3,250
Loan notes equity reserve 104 104
On 13(th) July 2020, the Company undertook a sub-division of its ordinary
shares, which sub-divided the 487,690,380 0.1p Ordinary Shares into
487,690,380 0.01p Ordinary shares and 487,690,380 0.09p Deferred shares.
Subsequently, the 0.09p Deferred shares were consolidated with the 0.9p
Deferred shares to create 287,144,228 0.9p Deferred shares ranking pari
passu as one class with the existing deferred shares of 0.9p each.
On 14th July 2020, 937,500,000 additional shares 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.
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHS ENDED 30 SEPTEMBER 2021
NOTES TO THE FINANCIAL INFORMATION
In addition, on 14(th) July 2020 warrants to subscribe for ordinary shares of
0.01p were granted as follows:-
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.
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 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 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.
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.
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHS ENDED 30 SEPTEMBER 2021
NOTES TO THE FINANCIAL INFORMATION
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.
There were no further issues or consolidation of share capital in the 6 month
period to 30 September 2021.
7. 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 place 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 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.
8. SUBSEQUENT EVENTS
On 22 November 2021, it was announced that Mr C C Johnson has agreed to
lend the Company up to £200,000 by way of additional convertible loan
notes. The convertible loan notes, of which £ 80,000 will be drawn
immediately will be used for general working capital purposes. The
convertible loan notes have a redemption date of 30 November 2022. All
drawdowns against the convertible loan notes facility are at the full
discretion of Mr C C Johnson.
In the event the convertible loan notes are drawn in full, they will be
convertible into 28,571,427 new ordinary shares at 0.7p per ordinary share.
The convertible loan notes are unsecured, non-transferable with nil coupon and
can be converted at any time by Mr C C Johnson, subject inter alia to his
entire holding being less than 29.99 per cent.
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHS ENDED 30 SEPTEMBER 2021
NOTES TO THE FINANCIAL INFORMATION
9. INVESTMENT PROPERTY
Total
£
FAIR VALUE
At 1 April 2021 - freehold property
900,000
At 1 April 2021 - leasehold property
1,075,000
Disposals - leasehold
property (375,000)
Revaluations - leasehold properties
(67,000)
At 30 September 2021
1,533,000
NET BOOK VALUE
At 30 September 2021
1,533,000
At 31 March 2021
1,975,000
Fair value at 30 September 2021 is represented by:
£
Valuation at 31 March
2021 1,075,000
Re valuation - 6 months to 30 September 2021
(67,000)
Disposal (375,000)
Leasehold
property 633,000
Freehold
property
900,000
Fair value 30 9 21
1,533,000
Following a review during the period, the directors considered it prudent to
re assess the fair value of all investment property held. During the period
to 30 September 2021 one property was sold following the tenants vacating.
This sold at a loss as shown in the Statement of Comprehensive Income. Since
the period end another leasehold property has gone under offer in December
2021. This too will show a loss of £40,000. Consequently a revaluation
of £67,000 (loss) has been provided on account of the two remaining leasehold
properties. The Directors consider the fair value brought forward on the
freehold property is correct and no further adjustment has been made in the
period to date on that property.
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