REG - Trafalgar PropertyGp - Half-year Report
28/12/2022 07:00
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RNS Number : 9596K Trafalgar Property Group PLC 28 December 2022
28 December 2022
TRAFALGAR PROPERTY GROUP PLC
("Trafalgar", the "Company" or "Group")
Interim Results
for the six months ended 30 September 2022
Trafalgar (AIM: TRAF), the AIM quoted residential property developer operating
in southeast England, announces its interim results for the six months ended
30 September 2022 (the "Period").
Key financials:
· Turnover for the Period was £17,798, (H1 2021: £390,139);
· Gross profit of £17,798, (H1 2021: gross profit £6,955), giving
a loss before tax of £444,137 (H1 2021: pre-tax loss: £338,139);
· EPS of (0.20p) (H1 2021 (0.35p); and
· Cash in bank at period end was £152,897 (H1 2021: £24,329); at 19
December 2022 cash at bank was £48,824
· James Dubois, Non-Executive Chairman of Trafalgar, said: "The last
few years have been very challenging times, with Covid-19 impacting the
markets in general for over two years and now we have entered a period of high
inflation, which is still over 10%, cost of living still close to a forty year
high and continuing rising interest rates.
However, the results for the six months to 30 September 2022 are showing some
positive activity with sales of some of the Group's investment properties,
planning permission being granted on one of its speculative sites and an
acquisition for a new build having now been financed."
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
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 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 (http://www.trafalgar-new-homes.co.uk/)
www.trafalgarproperty.group (http://www.trafalgarproperty.group) .
TRAFALGAR PROPERTY GROUP PLC
INTERIM REPORT FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2022
CHIEF EXECUTIVE'S REPORT
I present the Company's Interim Results for the six month period to 30
September 2022. Revenue for the period was £17,798 and cost of sales was
£nil giving a gross profit for the period of £17,798.
Mortgage and private loan interest was paid during the period of £32,726 with
a further £42,768 of loan note equity interest being accrued in the period.
The result of the above is a loss before taxation for the period of £441,137.
Reflecting on the issues of the previous two years in the economy and the
challenges businesses and consumers have faced, the directors have considered
relevant information including the current cost-of-living crisis, higher
interest rates and even higher inflation, which are driving a challenging
market and have performed a robust analysis of future cash flows.
Based on their 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.
A summary of activities in the 6 months to 30 September 2022 for the Group are
as follows:
- Trafalgar New Homes secured funding from Lloyds Bank plc in May
2022 of £387,600 to purchase a development site in Speldhurst which completed
in July 2022. This is a single site with full planning for a single detached
house and we are currently awaiting building regulation approval prior to
appointment of a contractor.
- Retirement+ has recently been granted planning permission on a
site in Leatherhead where we hold an option to acquire the site. Work is now
underway to assess the viability of carrying out the development, given the
increases in costs the market is experiencing, or to onward sell the site as
is with planning permission.
- Selmat sold one of its investment properties at Burnside in May
2022 for £337,000 and are continuing to actively market its remaining
property although Flat 2 is under offer at £325,000 with the survey and
mortgage valuation already having been carried out. In addition, an offer has
been accepted in principle on Orchard House for £1,050,000 but the
prospective buyer has yet to sell their property.
Following the period end, November 2022, the company acquired a hydroponic
research and development facility as part of its long term plan to facilitate
its hydroponics strategy.
Paul Treadaway
Chief Executive
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHS ENDED 30 SEPTEMBER 2022
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 2022 2021 2022
£'000 £'000 £'000
Revenue 18 390 65
Cost of sales (-) (383) (3)
Gross profit 18 7 62
(Loss) on disposal of investment property (6) - (28)
Administrative expenses (380) (257) (460)
Underlying operating (loss) (368) (250) (426)
Fair value movement on investment property valuation - - 112
Interest payable and similar charges (76) (88) (172)
(Loss) before taxation (444) (338) (486)
Tax payable on profit on ordinary activities 4 - - -
(Loss) after taxation for the period (444) (338) (486)
Other comprehensive income
Total comprehensive (loss) for the period (444) (338) (486)
(Loss) attributable to:
Equity holders of the parent (444) (338) (486)
Total comprehensive (loss) for the period attributable to:
Equity holders of the parent (444) (338) (486)
(LOSS) PER ORDINARY SHARE;
Basic/Diluted 5 (0.20)p (0.35)p (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 2022
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
30 September 30 September 31 March
(Unaudited) (Unaudited) (Audited)
Note 2022 2021 2022
£'000 £'000 £'000
Non-current assets
Tangible fixed assets 1 1 1
Investment property 9 - 1,533 -
1 1,534 1
Current assets
Inventory 339 87 26
Trade and other receivables 54 14 40
Investment properties 10 1,375 - 1,712
Cash at bank and in hand 153 24 13
1,921 125 1,791
Total assets 1,922 1,659 1,792
EQUITIES AND LIABILITIES
Current liabilities
Trade and other payables 468 470 370
Borrowings 760 - 870
1,228 470 1,240
Non-current liabilities
Borrowings 3,886 4,490 3,825
Total liabilities 5,114 4,960 5,065
Equity attributable to equity holders of the Company
Called up share capital 6 & 7 2,860 2,727 2,727
Share premium account 3,485 3,250 3,250
Loan note equity 6 & 7 145 104 30
Reverse acquisition reserve (2,818) (2,818) (2,818)
Capital contribution reserve 8 158 - 158
Profit and loss account (7,022) (6,564) (6,620)
Total Equity (3,192) (3,301) (3,273)
Total Equity and Liabilities 1,922 1,659 1,792
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHS ENDED 30 SEPTEMBER 2022
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share capital Share premium Loan Reverse acquisition reserve Retained profits Capital contribution reserve Total equity
Note equity /(losses)
Reserve
£'000 £'000 £'000 £'000 £'000 £'000 £'000
At 1 April 2022 2,727 3,250 30 (2,818) (6,620) 158 (3,273)
(Loss)/Profit for period - - - - (444) - (444)
Other comprehensive income for the period - - - - - - -
Total comprehensive income for the period - - - - (444) - (444)
Issue of shares 133 267 - - - - 400
Share issue costs - (32) - - - - (32)
Loan note equity 157 157
Movement in loan note equity reserve - - (42) - 42 - -
At 30 September 2022 2,860 3,485 145 (2,818) (7,052) 158 (3,192)
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 2022
CONSOLIDATED STATEMENT OF CASH FLOWS
6 month 6 month Year
period ended period ended ended
30 September 30 September 31 March
(Unaudited) (Unaudited) (Audited)
2022 2021 2022
£'000 £'000 £'000
Cash flow from operating activities
Operating (loss)/profit (444) (338) (486)
Depreciation charges - - 1
Loss on sale of investment property 6 22 22
Fair value movements on investment property - 67 (112)
(Increase)/decrease in stocks (313) (8) 53
(Increase)/decrease in debtors (14) 19 (7)
Increase/(Decrease) in creditors 98 (9) (54)
Loan note equity movement - - 59
Interest paid 76 88 172
Net cash inflow/(outflow) from operating (591) (159) (352)
Activities
Investing activities
Disposal of investment property & revaluation 331 353 353
Purchase of tangible fixed assets - - -
Net cash used in investing activities 331 353 353
Taxation - - -
Financing activities
Issue of shares 400 - -
Share issue costs (32) (418) -
New loan borrowings 91 (25) (453)
Related party new loan borrowings - 94 297
Loan note equity movement 115 - -
Repayment loan borrowings (140) (4) -
Repayment other borrowings - - (10)
Interest paid (34) (63) (68)
Net cash flow from financing 400 (416) (234)
Increase/(decrease) in cash and cash equivalents 140 (222) (233)
in the period
Cash and cash equivalents at the beginning of the year 13 246 246
Cash and cash equivalents at the end of the year 153 24 13
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHS ENDED 30 SEPTEMBER 2022
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
2022 to 30 September 2022. The results for the year ended 31 March 2022 have
been extracted from the statutory financial statements for the Group for the
year ended 31 March 2022. 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 2022, 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 2022.
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 2022
was approved by the directors on 21 December 2022
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 2022
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)
2022 2021 2022
£'000 £'000 £'000
Current tax - - -
Tax charge/(credit) - - -
Loss/(profit) on ordinary activities before tax (444) (338) (486)
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)
2022 2021 2022
£'000 £'000 £'000
(Loss)/profit for the period (444) (338) (486)
Weighted average number of shares for basic 224,850 95,644 142,519
(loss)/profit per share
Weighted average number of shares for diluted 224,850 95,644 142,519
profit/(loss) per share
(LOSS)/PROFIT PER ORDINARY SHARE;
Basic (0.20)p (0.35)p (0.34)p
Diluted (0.20)p (0.35)p (0.34)p
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHS ENDED 30 SEPTEMBER 2022
NOTES TO THE FINANCIAL INFORMATION
6. SHARE CAPITAL
Authorised Share Capital
30 September 31 March
2022 2022
Number Number
Ordinary shares of 0.01p each 1,425,190,380 1,425,190,380
Issued in year:
Ordinary shares of 0.01p
1,333,333,330 -
Total ordinary shares of 0.1p in issue 2,758,523,710 1,425,190,380
Total ordinary shares of 0.1p in issue following
Consolidation 275,852,371 142,519,038
Deferred shares of 0.9p in issue 287,144,228 287,144,228
Deferred shares of 0.9p arising from re-organisation - -
Total deferred shares of 0.9p in issue 287,144,228 287,144,228
Equating to: 30 September 31 March
2022 2022
£'000 £'000
Ordinary shares 276 143
Deferred shares 2,584 2,584
2,860 2,727
Authorised Share Capital 30 September 31 March
2022 2022
£'000 £'000
Called up share capital 2,860 2,727
Share premium 3,485 3,250
Loan notes equity reserve 145 30
For the purposes of preparing the consolidated interims for the Group, share
capital represents the nominal value of the issued share capital of 0.1p per
share (2021:0.1p 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
On 10 June 2022, the Company issued 133,333,333 new ordinary shares at 0.1p
fully paid up in cash at 0.3p per share under a placing which was announced on
1 June 2022, raising £ 400,000 before expenses.
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHS ENDED 30 SEPTEMBER 2022
NOTES TO THE FINANCIAL INFORMATION
Since year end 31 March 2022 the Company has agreed with Mr C C Johnson a
consolidation and variation of terms of the two unsecured convertible loan
notes and direct debt held by him. The conversion of the total amount owed to
him by the Company (£905,000) has resulted in the issue to Mr C C Johnson of
a new unsecured conversation loan note for an aggregate amount of £905,000,
expiring 31 July 2024. This has replaced:
- The £ 600,000 unsecured convertible loan notes issued in July 2020
which would have been redeemable on 31 July 2022 and which were convertible at
2p per share (following the share consolidation in December 2020) and carried
the right upon a conversion of the loan notes, to the grant of warrants to
subscribe for ordinary shares on a one to one basis, exercisable at the
conversion price of 2p for a period of two years from the date of grant;
- The £ 200,000 unsecured convertible loan notes comprised in the
loan facility entered into in November 2021, which would have been redeemable
on 30 November 2022, and which were convertible at 0.7p per share;
- £ 105,0000 owed to him by the Company on directors loan account.
The new unsecured convertible loan note is convertible in full into
226,250,000 ordinary shares of 0.4p per ordinary share and can be converted by
Mr Johnson , subject inter alia to his entire holding being less than 29.99
per cent of the voting rights in issue in the Company.
The new unsecured convertible loan note carried the right upon a conversion,
to the grant of warrants to subscribe for ordinary shares on a one for one
basis, exercisable at the conversion price for a period of two year from the
date of grant.
Loan note equity reserve is the amount that has been provided for in respect
of the difference between the cash value and liability element of the loan
notes.
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 £ 905,000
(31 3 22: £800,000) and the fair value of a debt only instrument with a 10%
imputed interest rate and a final settlement figure of £800,000 in July
2022. This 10% imputed interest rate of £24,242 (2021: 33,058), is
managements' best estimate as to the interest rate that would be expected from
the market for an unsecured loan of £905,000 without a conversion element.
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
7. SHARE OPTIONS AND WARRANTS
Share options or warrants as at the period end and in 2021 are as follows:
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 were 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. On 31(st) July 2022 the original loan notes were merged into a new
loan note of £ 905,000 repayable on 31 July 2024, further details are given
in note 6.
8. CAPITAL CONTRIBUTION
The capital contribution reserve of £ 157,777 related to the renegotiation of
interest accruing on loans to Mr G Howard - a related party for the year to 31
March 2022. Interest has reduced from 10% pa to 5% pa for the entire term of
the loans and is now non compound. However interest has been paid on one
loan of £ 100,000 at the rate of 10% pa and this has not been affected and
continues to be paid monthly.
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHS ENDED 30 SEPTEMBER 2022
NOTES TO THE FINANCIAL INFORMATION
9. INVESTMENT PROPERTY
30 September 31 March
2022 2022
£'000 £'000
FAIR VALUE
01 April 2022 0 1975
Transferred to current assets 0 -1975
30 September 2022 0 -
NET BOOK VALUE
As at 30 September 2022 0 0
As at 31 March 2022 0 0
All investment property has been transferred at 31 March 2022 to current
assets see note 10.
10. CURRENT ASSET PROPERTIES
FAIR VALUE 2022 2022
£'000 £'000
b/fwd 1 April 2022 1,712 -
Additions - 1,975
Disposals -337 -375
Revaluation - 112
31 March 2022 1,375 1,712
Net Book Value
At 30 September 2022 1,375 -
At 31 March 2022 1,712
Fair value at 30 September 2022 is represented by
Revaluation in 2022 (2021:cost) 1,375 1,712
LOSS ON DISPOSAL
Fair value 337 375
Disposal proceeds including costs of sale 331 353
Loss on disposal 6 22
Properties have been assessed at Fair value basis at 31 3 2022 by using level
3 fair value hierarchy and using the selling price achieved following the sale
of one leasehold property in May 2022 for £ 337,000. The directors do not
consider there has been any change in these valuations since the year end.
In addition an offer and sale pending has been made on the freehold property
at £ 1,050,000. The one remaining property is being marketed following the
tenants vacating the property. The prices attained were assessed by
independent estate agents based on current prices in an active market for
similar properties for similar locations and condition.
11. SUBSEQUENT EVENTS
Both investment properties within Selmat Ltd are under offer as at the date of
signing these interim results. The property at Burnside is under offer at
£325,000 with the survey and mortgage valuation already having been carried
out. Completion is estimated for early January and we are currently awaiting
exchange. Orchard House remains under offer at £1,050,000 but the buyer has
yet to sell their own property.
The Leatherhead site within Trafalgar Retirement + Ltd has been recently
granted planning consent following a successful Appeal and we continue to hold
an option to buy this site. We are currently exploring whether to sell this
onto another interested purchaser as is, rather than undertake the actual
development ourselves.
Trafalgar New Homes Ltd after securing funds from Lloyds Bank in May 22
purchased a development site in Barden Road, Speldhurst, Kent, in July 2022.
The purchase came with planning permissions for a single detached house and we
are currently awaiting building regulation approval prior to appointing a
contractor. This site is likely to commence building in January 2023.
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