TIDMCIC

RNS Number : 5918I

Conygar Investment Company PLC(The)

27 November 2018

27 November 2018

THE CONYGAR INVESTMENT COMPANY PLC

PRELIMINARY RESULTS FOR THE YEARED 30 SEPTEMBER 2018

SUMMARY

   --    Net asset value per share 201.3p. 

-- Outline planning submitted to Nottingham City Council for a mixed use scheme consisting of over 2 million square feet.

-- Exchanged a lease agreement with Lidl UK to construct a 23,000 square foot store at Cross Hands, south west Wales.

   --    Disposed of M&S Food Hall at Ashby-de-la-Zouch for GBP4.4 million. 
   --    Agreed a lease with B&M Retail and a forward sale at Ashby-de-la-Zouch. 

-- Planning permission granted and construction started for an 80 bed Premier Inn at Parc Cybi, Anglesey. Forward sold for GBP6.9 million.

   --    Purchase of industrial property in Selly Oak, Birmingham for GBP3.5 million in April 2018. 
   --    Sold all 26.3 million Regional REIT shares for GBP25.5 million. 
   --    Total cash available of GBP49.3 million with no debt or borrowings. 

-- Bought back 7.13 million shares (10.7% of ordinary share capital) at an average price of 165.9 pence per share.

Summary Group Net Assets as at 30 September 2018

 
                                      Per Share 
                              GBP'm           p 
 Properties and Projects       70.2       117.3 
 Cash and other net assets     50.1        84.0 
 Net Assets                   120.3       201.3 
                             ======  ========== 
 

Robert Ware, Chief Executive, commented:

"Significant progress and change has occurred over the year. With the sale of our holding in Regional REIT and the sale or forward sale of certain assets, our balance sheet is now stronger than a year ago, consisting only of our properties and cash reserves, with no debt. We have submitted outline planning for the Nottingham City Centre site, taken full control of the Holyhead Waterfront development, are delivering our properties under construction and are also well positioned to capitalise on other opportunities when they arise."

Enquiries:

The Conygar Investment Company PLC

   Robert Ware:                 020 7258 8670 
   Ross McCaskill:             020 7258 8670 

Liberum Capital Limited (Nominated Adviser and Broker)

   Richard Bootle:             020 3100 2222 
   Steve Pearce:                 020 3100 2222 

Temple Bar Advisory (Public Relations)

   Alex Child-Villiers:       07795 425580 
   Will Barker:                   020 7002 1080 

Chairman's & Chief Executive's Statement

Results

We present the Group's results for the year ended 30 September 2018.

Net asset value per share was 201.3p (2017: 203.0p).

Significant progress and change has occurred over the year. Following the sale of the investment property portfolio in 2017, the Group has sold all of its holding in Regional REIT Ltd. We have taken full control of the development project at Holyhead Waterfront, which was previously a 50%/50% joint venture with Stena Line. We have sold one asset and conditionally agreed to forward sell two assets taking advantage of the favourable market conditions we have seen for assets with long-term income, let to strong tenants.

As referred to in our interim results for the six months ended 31 March 2018, we have written down the values of two of our development projects, at Fishguard Waterfront and Llandudno Junction, and this has been the main cause of the loss before taxation for the year of GBP3.8 million (2017: profit of GBP1.2 million).

Despite this loss, the balance sheet remains strong and now consists of our investment properties under construction and development projects totalling GBP70.2 million and our cash deposits of GBP49.3 million.

This places us in a good position to deliver our development pipeline and also to capitalise on opportunities when they arise.

Progress

The Group disposed of its entire holding of 26.3 million shares in Regional REIT Limited, realising a total of GBP25.5 million. The total gain from the investment property portfolios sold to Regional REIT is GBP45.7 million over seven years, on an original investment cost of GBP113.4 million.

The development pipeline has progressed well during the year. In June, the Group submitted an outline planning application for a mixed used scheme of over two million square feet at its 37 acre site in Nottingham City Centre. We have continued to work closely with Nottingham City Council to deliver this exciting project, which will include offices, apartments, student housing, leisure uses and associated community retail offering, along with open public spaces. We expect a decision from the Council with regard to the planning application shortly and we are keen to begin the infrastructure works as soon as possible.

As mentioned above, the Group has decided to sell or forward sell a number of assets which it originally intended to hold to provide long-term income. The unsolicited offers received were compelling and highlight that, despite the current uncertainty in the UK economy, there is still a strong appetite for good quality regional assets. In November 2017, we sold our M&S Food Hall investment in Ashby-de-la-Zouch for GBP4.35 million, realising a profit of GBP446,000. At the same site, we exchanged a lease agreement with B&M Retail Ltd to construct a 20,000 square foot store with an additional 7,500 square foot garden centre and parking. Subsequently, an offer was received to forward purchase this asset and once constructed, which we expect will be by next autumn, the disposal will result in the Group receiving GBP4.3 million for the land and completed development.

On Parc Cybi, Anglesey, detailed planning permission was granted by Ynys Mon County Council (the Isle of Anglesey County Council) for an eighty bedroom hotel, which once built, is subject to a 25 year lease with Premier Inn Hotels Limited. Similarly to Ashby-de-la-Zouch, an offer was received for this asset which will result in the Group receiving net proceeds of GBP6.9 million for the completed development. These net proceeds equate to a net initial yield of 4.7% and again this disposal highlights the attraction of assets benefitting from long-term income let to high quality occupiers.

In September, we were pleased to announce that we had exchanged a lease agreement with Lidl UK Gmbh to construct a 23,000 square foot store on our retail park at Cross Hands, in south west Wales. Once Lidl is operating, approximately 75,000 square feet of the park will be income generating, leaving just 15,000 square feet of constructed space available to let and 0.75 acres available for future construction. We continue to aim to have this site fully operational by next autumn.

In May, the Group agreed with its partner, Stena Line Ports Limited, to take 100% control of its joint venture development project at Holyhead Waterfront. The transaction enables us to progress with the scheme as planned and we are working towards obtaining detailed planning permission in the coming months. As part of the transaction, Stena was granted 999 year leases of the platform at Soldier's Quay, which is not required for the waterfront development, and a warehouse, which is situated at Soldier's Point and is used by Stena. We retain a right to call for a sublease if this warehouse is required for the waterfront development in the future. As part of the transaction, Stena repaid GBP2.5 million to Conygar, which is Stena's 50% share of a loan the Group made to the joint venture company. As consideration for the sale of its shares in the joint venture company, Stena received GBP1 and will receive 20% of the profit after tax of the development once it has completed.

Lastly, in April, we acquired an industrial property in Selly Oak, Birmingham for GBP3.5 million which generates income of GBP215,000 per annum. The property is located in a predominantly residential area and it benefits from good medium term redevelopment prospects.

Dividend

The Board recommends that no dividend is declared in respect of the year ended 30 September 2018. More information on the Group's dividend policy can be found within the Strategic Report.

Share Buy Back

During the year, the Group acquired 7,130,000 ordinary shares representing 10.7% of its ordinary share capital, at an average price of 165.9p per share at a cost of GBP11.8m. As a result of the buy backs, net asset value per share has been enhanced by 4.4 pence per share. Following the year end, the Group has acquired a further 2,550,000 ordinary shares representing 3.8% of its ordinary share capital at an average price of 171.5p per share. This cost GBP4.4 million and has enhanced net asset value per share by 1.6 pence per share. The Group will seek to renew the buy back authority at the forthcoming AGM as we consider it to be a useful capital management tool.

Outlook

Our balance sheet is now stronger than a year ago, consisting only of our properties and cash reserves, with no debt. Accordingly, we are well positioned to deliver the development projects and also, to make further acquisitions should the right opportunities arise.

   N J Hamway                                                                         R T E Ware 

Chairman Chief Executive

Strategic Report

The Group's Strategic Report provides a review of the business for the financial year; discusses the Group's financial position at the year end and explains the principal risks and uncertainties facing the business and how we manage those risks. We also outline the Group's business model and strategy.

Strategy and Business Model

Conygar is an AIM quoted property investment and development group dealing primarily in UK property. Our aim is to invest in property assets and companies where we can add significant value using our property management, development and transaction structuring skills.

The business operates three major strands being, property investment, property development and investment in companies which trade or invest in property or hold substantial property assets. We continue to focus upon positive cash flow and are prepared to use modest levels of gearing to enhance returns. Assets are recycled to release capital as opportunities present themselves and we will continue to buy back shares where appropriate. The Group is content to hold cash and adopt a patient strategy unless there is a compelling reason to invest.

Position of the Company at the year end

The portfolio of investment properties under construction and the development pipeline are progressing and construction is expected to start at several more locations this year. The balance sheet remains strong with cash of GBP49.3 million and there is no debt in the Group. The Group has adequate resources to maintain and develop its business and the balance sheet remains both liquid and robust.

Events since the balance sheet date

There have been no significant events since the balance sheet date.

Summary of Group Net Assets

The Group net assets as at 30 September 2018 may be summarised as follows:

 
                                      Per Share 
                              GBP'm           p 
 Properties and Projects       70.2       117.3 
 Cash and other net assets     50.1        84.0 
 Net Assets                   120.3       201.3 
                             ======  ========== 
 

Investment properties and Investment in Regional REIT Limited

The Group completed the disposal of various Group undertakings on 24 March 2017 which, with the exception of the investment properties under construction, comprised the Group's entire investment property portfolio. The net consideration was satisfied by the issue of 26,326,644 ordinary shares in Regional REIT Limited at a price of 106.3 pence per share. The shares were sold in the year at an average price of 97 pence per share generating GBP25.5 million.

Investment Properties Under Construction and Development Projects

Good progress has been made on most of our development projects and investment properties under construction since we last reported.

Nottingham

In December 2016, the Group acquired 37 acres in Nottingham city centre for GBP13.5 million. The mainly cleared site was formerly Boots, the Chemists' headquarters and laboratories and has been vacant for twenty years. An outline planning application was submitted in June 2018 and includes offices, residential, student accommodation and leisure facilities comprising some two million square feet. We believe this is a very exciting opportunity to help shape a major UK city and we look forward to commencing the infrastructure works as soon as possible.

Cross Hands

We completed the construction of the initial 67,000 square foot phase of the retail park at Cross Hands, south west Wales in October 2017. The construction was delivered on time and on budget. In September, we exchanged a lease agreement with Lidl UK Gmbh to construct a 23,000 square foot store and associated car parking and subject to the successful determination of a Section 73 application, which has been submitted, we intend to start on site in early 2019, with practical completion planned for the autumn. Once operating, approximately 75,000 square feet of the park will be income generating with other tenants including B&M Retail Ltd, Iceland Foods Limited, Pets at Home Ltd, Peacocks Stores Limited, Costa Coffee Ltd, Dominos PLC and David Jenkins Ltd. There will then be 15,000 square feet of constructed space available to let and 0.75 acres available for construction.

Holyhead Waterfront

At Holyhead Waterfront, we agreed with Stena Line Ports Limited to take 100% control of the joint venture development project. This transaction enables us to progress with the scheme as planned and we will now progress the detailed design and Reserved Matters application for the development over the coming year.

Parc Cybi Business Park and Rhosgoch

At Parc Cybi, Anglesey, we exchanged an agreement for lease with Premier Inn Hotels Ltd to construct an 80-bedroom hotel with a restaurant and bar. We received planning permission from Ynys Mon County Council in November 2017. The pre-let to Premier Inn is on a 25 year lease, with a first break clause at year 20. We started construction in March and expect to complete in early 2019. The asset has been forward sold and the net sale proceeds from the sale of land and the development agreement will be GBP6.9 million, representing a yield of 4.7%.

The option agreement we signed with Horizon Nuclear Power (HNP) in December 2016, enabling them to instruct us to build a logistics centre on our 6.9 acre site at Parc Cybi is still in place. Similarly, the second option agreement that covers the 203 acre site at Rhosgoch for use during the construction of Wylfa B stands until December 2022. Rhosgoch is one of several sites that HNP are considering as a location for housing the temporary construction workers. The Development Consent Order for the entire Wylfa scheme and associated infrastructure was submitted by Horizon Nuclear in June and is currently being examined by the planning inspectorate in a process which is expected to last six months.

Selly Oak

In April, we acquired units 5-9 Selly Oak Industrial Estate in Birmingham for GBP3.5 million including costs. The units consist of 50,000 square feet and are fully let to University Hospitals Birmingham NHS Foundation Trust and Revolution Gymnastics Limited, generating income of GBP215,500 per annum. The property is located in a predominantly residential area and has strong short to medium term redevelopment prospects.

Haverfordwest

At Haverfordwest, we successfully discharged the three pre-commencement conditions of the residential permission relating to master planning, phasing and ecology. We plan to submit a reserved matters application for the first phase of approximately one hundred units imminently.

We continue to work on plans for the retail site where we withdrew our planning application in 2017.

Ashby-de-la-Zouch

At Ashby-de-la-Zouch, we completed the construction of an 11,000 square foot Marks and Spencer Food Hall, that was pre-let for a fixed term of 15 years. Having received an unsolicited offer of GBP4.35m, we disposed of the property in November 2017 for a net initial yield to the purchaser of 4.75%. On the further 2 acres of the site, we exchanged an agreement for lease, subject to planning, with B&M Retail for a term of 15 years. In October, a resolution to grant planning was awarded. The construction of the 20,000 square foot store and 7,500 square foot garden centre will start in the New Year. We have agreed to forward sell this asset and it is expected that the net sale proceeds from the sale of land and the development agreement will equate to GBP4.3 million.

King's Lynn, Norfolk

This is a six acre residential development site with planning permission for 94 dwellings near to King's Lynn, Norfolk. We are in discussions to sell this site and will provide an update on the potential disposal when we next report.

Fishguard Harbour

At Fishguard Harbour, we announced in January that we can no longer progress our plans for this mixed-use marina development and we have therefore written off a total of GBP2.4 million.

Llandudno Junction

We have been working with Conwy County Council, as its preferred development partner, to bring forward 90,000 square feet of retail floor space at its Old Brickworks site. Due to the profound difficulties in the retail sector and our belief that we will not be able to deliver the park as planned, it was decided that this investment should be written off. We are continuing to work with the Council and potential occupiers to devise alternative schemes for the site.

Summary of Investment Properties

 
                            2018    2017 
                           GBP'm   GBP'm 
 Nottingham                15.00   14.01 
 Cross Hands                9.64    8.14 
 Haverfordwest (Retail)     3.59    3.52 
 Selly Oak 1                3.57       - 
 Rhosgoch                   3.47    3.46 
 Parc Cybi, Holyhead        2.83    1.61 
 Ashby-de-la-Zouch 
  2                         0.13    3.55 
 Total investment 
  to date                  38.23   34.29 
                          ======  ====== 
 
   1.   On 30 April 2018, the Company acquired units 5-9 Selly Oak Industrial Estate. 

2. The Marks and Spencer Food Hall development was completed in the year and, having received an unsolicited offer of GBP4.35m, was disposed of in November 2017.

Summary of Development Projects

It remains our intention, once the individual projects are significantly advanced, to introduce third party valuations as soon as it is practical to do so. We remain confident that there is significant upside in these projects which will become evident over the medium term.

 
                          2018    2017 
                         GBP'm   GBP'm 
 Haverfordwest           22.14   22.03 
 Holyhead Waterfront 
  1                       8.85   10.26 
 King's Lynn              0.87    0.87 
 Fishguard Lorry Stop 
  2                       0.07    0.54 
 Fishguard Waterfront 
  2                          -    2.17 
 Llandudno Junction          -    0.71 
 Total investment 
  to date                31.93   36.58 
                        ======  ====== 
 
   1.   Includes GBP2.5m received from Stena Line Ports Limited. 
   2.   The Company is unable to progress its proposals for a mixed-use development. 

Financial review

Net Asset Value

The net asset value at the year end was GBP120.3 million (2017: GBP135.8 million). The primary movements in the year were GBP1.8 million from investment property sales and net rental income plus GBP1.6 million of dividends from Regional REIT Limited offset by a GBP2.1 million loss on the sale of the Regional REIT shares, GBP3.2 million of development costs written off, GBP3.1 million of administrative costs and GBP11.8 million spent on purchasing our own shares. Following the cancellation of the share options in 2016, there are no diluting items to the basic NAV per share.

The NNNAV or "triple net asset value" is the net asset value taking into account asset revaluations, the mark to market costs of debt and hedging instruments and any associated tax effect. Our investment properties are carried on our balance sheet at independent valuation. Our investment properties under construction are carried at fair value and the development and trading assets are carried at the lower of cost and net realisable value. We have not sought to value these assets as, in our opinion, they are at too early a stage in their development to provide a meaningful figure, so cost is equated to fair value for these purposes. On this basis, there is no material difference between our stated net asset value and NNNAV.

Cash flow

The Group used GBP1.0 million cash in operating activities (2017: used GBP0.2 million).

The primary cash outflows in the year were GBP3.5 million to purchase Selly Oak, GBP4.2 million incurred on investment properties under construction and GBP11.8 million to buy back shares. These were offset by GBP4.3 million from the sale of an investment property, GBP25.5 million from the sale of Regional REIT shares and GBP2.5 million received from Stena Line Ports following the release of their interest in the Stena Line joint venture, resulting in a cash inflow during the year of GBP12.1 million (2017: cash outflow of GBP26.5 million).

Net Income From Investment Property Activities

 
                                           2018    2017 
                                          GBP'm   GBP'm 
 Rental income                              1.5     5.0 
 Direct property costs                    (0.2)   (1.6) 
                                         ------  ------ 
 Rental surplus                             1.3     3.4 
 Profit on sale of group undertakings*        -     1.5 
 Sale of investment property                4.3       - 
 Cost of investment property              (3.8)       - 
  sold 
 Total net income arising from 
  investment property activities            1.8     4.9 
                                         ======  ====== 
 
 

*Profit arising from the sale of the investment property portfolio to Regional REIT Limited.

Administrative Expenses

The administrative expenses for the year ended 30 September 2018 were GBP3.1 million compared with GBP2.7 million the previous year. The major items were salary costs of GBP1.9 million (2017: GBP1.7 million) and various costs arising as a result of the Group being listed on AIM.

Financing

At 30 September 2018, the Group had cash of GBP49.3 million (2017: GBP37.2 million). The increase has resulted mainly from sale of both the Regional REIT shares and investment property, partly offset by the cash used in buying back shares, administrative costs, the purchase of Selly Oak and investing in the investment properties under construction and development projects.

As at 30 September 2018, the Group does not maintain any bank loan facilities.

Taxation

The tax credit for the year is GBP0.1 million on the pre-tax loss of GBP3.8 million and comprises GBP0.1 million of current tax offset by a GBP0.2 million deferred tax credit. Current tax is payable, at a rate of 19% for UK registered companies and 20% for those registered in Jersey, on net rental income after deduction of finance costs and administrative expenses. The deferred tax liability of GBP0.2 million, recognised at 30 September 2017, has been reversed in the year following the sale of all the Regional REIT shares.

Capital management

Capital Risk Management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

While the Group does not have a formally approved gearing ratio, the objective above is actively managed through the direct linkage of borrowings to specific property. The Group seeks to ensure that secured borrowing stays within agreed covenants with external lenders.

Treasury Policies

The objective of the Group's treasury policies is to manage the Group's financial risk, secure cost effective funding for the Group's operations and to minimise the adverse effects of fluctuations in the financial markets on the value of the Group's financial assets and liabilities, on reported profitability and on the cash flows of the Group.

The Group finances its activities with a combination of bank loans, cash and short term deposits. Other financial assets and liabilities, such as trade receivables and trade payables, arise directly from the Group's operations. The Group may also enter into derivative transactions to manage the interest rate risk arising from the Group's operations and its sources of finance. Derivative instruments may be used to change the economic characteristics of financial instruments in accordance with the Group's treasury policies.

The management of cash and similar instruments is monitored weekly with summary cash statements produced on a fortnightly basis and discussed regularly in management and Board meetings. The overall aim is to provide sufficient liquidity to meet the requirements of the business in terms of funding developments and potential acquisitions. Surplus funds are invested with a broad range of institutions with a range of maturities up to a maximum of 180 days. At any point in time, at least half of the Group's cash is held on instant access or short term deposit of less than 30 days.

Dividend policy

The Board recommends that no dividend is paid in respect of the year ended 30 September 2018.

Our dividend policy is consistent with the overall strategy of the business: namely to invest in property assets and companies where we can add significant value using our property management, development and transaction structuring skills.

Over the past nine years we have used the surplus cash flow from the investment property portfolio to enhance these properties by refurbishment, re-letting and extending tenancies, fund the operation of the business, create a medium term pipeline of development opportunities, pay a modest dividend and buy back shares where appropriate.

The Board will continue to review our dividend policy each year. Our focus is, and will continue to be, primarily growth in net asset value per share.

Share buy backs

During the year, the Group acquired 7,130,000 ordinary shares at an average price of 165.9p which represents 10.7% of its ordinary share capital. This cost GBP11.8 million and net asset value per share has been enhanced by approximately 4.4 pence per share. The Group will seek to renew the buy back authority at the forthcoming Annual General Meeting.

Principal risks and uncertainties

Managing risk is an integral element of the Group's management activities and a considerable amount of time is spent assessing and managing risks to the business. Responsibility for risk management rests with the Board, with external advisers used where necessary.

Strategic risks

Strategic risks are risks arising from an inappropriate strategy or through flawed execution of a strategy. By definition, strategies tend to be longer term than most other risks and, as has been amply demonstrated in the last few years, the economic and wider environment can alter quickly and significantly. Strategic risks identified include global or national events, regulatory and legal changes, market or sector changes and key staff retention.

The Board devotes a considerable amount of time and resource to continually monitoring and discussing the environment in which we operate and the potential impacts upon the Group. We are confident we have sufficiently high calibre directors and managers to manage strategic risks.

We are content that the Group has the right approach toward strategy and our financial performance and strong balance sheet are good evidence of that.

Operational risks

Operational risks are essentially those risks that might arise from inadequate internal systems, processes, resources or incorrect decision making. Clearly, it is not possible to eliminate operational risk, however a considerable amount of time and resource is applied towards ensuring we have the right calibre of staff and external support to minimise such risks, as most operational risks arise from people-related issues. We have also invested in improved IT systems to support the business and protect data. Our executive directors are very closely involved in the day-to-day running of the business to ensure sound management judgement is applied.

The Group has not suffered any material loss from operational risks during the year.

Market risks

Market risks primarily arise from the possibility that the Group is exposed to fluctuations in the values of, or income from, its investment property portfolio and development land bank. This is a key risk to the principal activities of the Group and the exposures are continuously monitored through timely financial and management reporting and analysis of available market intelligence.

Where necessary, management takes appropriate action to mitigate any adverse impact arising from identified risks and market risks continue to be monitored closely.

Estimation and judgement risks

To be able to prepare accounts according to generally accepted accounting principles, management must make estimates and assumptions that affect the asset and liability items and revenue and expense amounts recorded in the accounts. These estimates are based on historical experience and various other assumptions that management and the board of directors believe are reasonable under the circumstances. The results of these considerations form the basis for making judgements about the carrying value of assets and liabilities that are not readily available from other sources.

The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are the following:

Property held for Investment

The fair value of property held for investment is based upon open market value and is calculated using a third party valuation provided by an external valuer.

Properties held for Development

The net realisable value of properties held for development requires an assessment of fair value of the underlying assets using property appraisal techniques and other valuation methods. Such estimates are inherently subjective and actual values can only be determined in a sales transaction.

Investment Properties under Construction

The fair value of investment properties under construction rests in planned developments, and is difficult to estimate before the completion of their construction, and hence has been estimated by the Directors at cost as an approximation to fair value.

Financial Liabilities

The Group's policy is to manage the cost of borrowing using variable rate debt. Whilst floating rate borrowings are not exposed to changes in fair value, the Group is exposed to cash flow risk as costs increase if market rates rise. The Group's policy is to use derivative financial instruments to mitigate at least 50% of this risk in order to

achieve a sensible and appropriate level of interest rate protection whilst maintaining flexibility to match the commercial trading strategy.

As at 30 September 2018, the Group does not maintain any bank loan facilities or derivative financial instruments.

Financial Assets

The interest rate profile of the Group's cash at the balance sheet date was as follows:

 
                30 Sep 18  30 Sep 17 
                  GBP'000    GBP'000 
Floating rate      49,262     37,170 
                =========  ========= 
 
 

Floating rate financial assets comprise cash and short term deposits at call and money market rates for up to thirty days and institutional cash funds.

Credit Risk

The risk of financial loss due to a counterparty's failure to honour its obligations arises principally in connection with property leases, the investment of surplus cash and transactions where the Group sells properties with an element of deferred consideration.

Tenant rent payments are monitored regularly and appropriate action is taken to recover monies owed or if necessary, to terminate the lease. Deferred consideration terms are only agreed with counterparties approved by the Board or where some additional security is available, and there were none as at 30 September 2018 (2017: none).

The Group policy has been to invest funds with a broad range of institutions having investment grade low risk credit ratings and a strong or superior ability to repay short term debt obligations. The unprecedented credit and banking market disruption of the global financial crisis had a significant impact upon the ability to rely upon either credit ratings or the ability of financial institutions to honour their commitments and the widespread nature of the financial crisis introduced considerable uncertainty into the process. As at 30 September 2018, the Group had a single balance of GBP57,000 (2017: GBP59,000) where the counter-party had failed to honour a notice deposit and a full impairment provision has been recorded against the balance. There are no other receivables which are past due but not impaired.

Liquidity Risk

The Group's objective is to maintain a balance between continuity of funding and flexibility through the use of bank loans secured on the Group's properties. The Group is exposed to liquidity risk should it encounter difficulties in realising assets mainly through the sale of properties. However, the Group maintains a prudent approach to financing and cash flow such that the adverse impact of this can be mitigated.

Price Risk

The Group's exposure to changing market prices on the value of financial instruments may have an impact on the carrying value of financial instruments and would arise principally as a result of entering into swaps or similar transactions to fix interest rates on the Group's borrowings. The Group's policies for managing this risk are to control the levels of fixed rate debt. As the Group's assets and liabilities are all denominated in Pounds Sterling, there is currently no exposure to currency risk.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 30 September 2018

 
                                                                                    Note    Year Ended   Year Ended 
                                                                                             30 Sep 18    30 Sep 17 
                                                                                               GBP'000      GBP'000 
 
 Rental income                                                                                   1,342        4,641 
 Other property income                                                                             196          367 
 Revenue                                                                                         1,538        5,008 
                                                                                           -----------  ----------- 
 
 Direct costs of: 
 Rental income                                                                                     161        1,608 
 Development costs written off 17                                                                3,232           77 
 Direct Costs                                                                                    3,393        1,685 
                                                                                           -----------  ----------- 
 
 Gross (Loss)/Profit                                                                           (1,855)        3,323 
 
 
 Profit on sale of group undertakings                                                                -        1,496 
 Profit on sale of investment property 13                                                          446            - 
 Surplus on revaluation of investment property                                                      34            - 
  13 
 Profit realised in purchase of Stena Line's 
  interest in Conygar Holyhead Limited 23                                                        1,083            - 
 Loss on sale of Regional REIT shares 12                                                       (2,132)            - 
 Dividends received from Regional REIT                                                           1,636          948 
 Loss on revaluation 
 of investment in Regional REIT                                                                      -        (355) 
 Share of results of joint ventures 15                                                               -           29 
 Other gains and losses 6                                                                            3           95 
 Administrative expenses                                                                       (3,075)      (2,710) 
                                                                                           -----------  ----------- 
 
 Operating (Loss)/Profit 3                                                                     (3,860)        2,826 
 Finance costs 7                                                                                     -      (1,785) 
 Finance income 7                                                                                   91          174 
                                                                                           -----------  ----------- 
 
 (Loss)/Profit Before Taxation                                                                 (3,769)        1,215 
 Taxation 8                                                                                         95        (360) 
                                                                                           -----------  ----------- 
 
 (Loss)/Profit And Total Comprehensive 
  (Charge)/Income for the Year                                                                 (3,674)          855 
                                                                                           -----------  ----------- 
 
 
 (Loss)/earnings per share 10                                                                  (5.72)p        1.21p 
 
 All amounts are attributable to equity shareholders 
 

All of the activities of the Group are classed as continuing.

CONSOLIDATED Statement of Changes in Equity

for the year ended 30 September 2018

Attributable to the equity holders of the Company

 
                                                Capital 
                                    Share    Redemption     Treasury     Retained      Total 
                                  Capital       Reserve       Shares     Earnings     Equity 
                                  GBP'000       GBP'000      GBP'000      GBP'000    GBP'000 
 
 Changes in equity for 
 the year ended 30 September 
 2017 
 At 1 October 2016                  4,985         1,568     (32,194)      177,680    152,039 
 
   Profit for the year                  -             -            -          855        855 
                                 --------  ------------  -----------  -----------  --------- 
 
 Total comprehensive 
  income for the year                   -             -            -          855        855 
 Purchase of own shares                 -             -     (17,104)            -   (17,104) 
 Cancellation of treasury 
  shares                          (1,629)         1,629       48,909     (48,909)          - 
 
 At 30 September 2017               3,356         3,197        (389)      129,626    135,790 
                                 --------  ------------  -----------  -----------  --------- 
 
 
 Changes in equity for 
 the year ended 30 September 
 2018 
 At 1 October 2017                  3,356         3,197        (389)      129,626    135,790 
 
 Loss for the year                      -             -            -      (3,674)    (3,674) 
                                 --------  ------------  -----------  -----------  --------- 
 
 Total comprehensive 
  charge for the year                   -             -            -      (3,674)    (3,674) 
 Purchase of own shares                 -             -     (11,832)            -   (11,832) 
 Cancellation of treasury 
  shares                            (368)           368       12,221     (12,221)          - 
 
 At 30 September 2018               2,988         3,565            -      113,731    120,284 
                                 ========  ============  ===========  ===========  ========= 
 
 

CONSOLIDATED BALANCE SHEET

at 30 September 2018

 
                                             Note   30 Sep 2018     30 Sep 
                                                        GBP'000       2017 
                                                                   GBP'000 
 Non-Current Assets 
 Property, plant and equipment                 11             -         24 
 Investment in Regional REIT                   12             -     27,643 
 Investment properties                         13         3,570          - 
 Investment properties under construction      14        34,663     34,293 
 Investment in joint ventures                  15             -      7,267 
                                                         38,233     69,227 
                                                   ------------  --------- 
 Current Assets 
 Development and trading properties            17        31,931     29,311 
 Trade and other receivables                   18         1,425      1,166 
 Cash and cash equivalents                               49,262     37,170 
                                                   ------------  --------- 
                                                         82,618     67,647 
                                                   ------------  --------- 
 Total Assets                                           120,851    136,874 
 
 Current Liabilities 
 Trade and other payables                      19           457        879 
 Tax liabilities                                            110          - 
                                                   ------------  --------- 
                                                            567        879 
                                                   ------------  --------- 
 
 Non-Current Liabilities 
 Deferred tax                                  22             -        205 
 
 Total Liabilities                                          567      1,084 
                                                   ------------  --------- 
 
 Net Assets                                             120,284    135,790 
                                                   ============  ========= 
 
 Equity 
 Called up share capital                       20         2,988      3,356 
 Capital redemption reserve                               3,565      3,197 
 Treasury shares                               21             -      (389) 
 Retained earnings                                      113,731    129,626 
                                                   ------------  --------- 
 
 Total Equity                                           120,284    135,790 
                                                   ============  ========= 
 

CONSOLIDATED CASH FLOW STATEMENT

for the year ended 30 September 2018

 
                                                         Year Ended   Year Ended 
                                                          30 Sep 18    30 Sep 17 
                                                            GBP'000      GBP'000 
 Cash Flows From Operating Activities 
 Operating (loss)/profit                                    (3,860)        2,826 
 Development costs written off                                3,232           77 
 Profit on sale of group undertakings                             -      (1,496) 
 Profit on sale of investment property                        (446)            - 
 Surplus on revaluation of investment property                 (34)            - 
 Loss on sale of Regional REIT shares                         2,132            - 
 Loss on revaluation of Regional REIT shares                      -          355 
 Profit realised on purchase of Stena Line's 
  interest in Conygar Holyhead Limited                      (1,083)            - 
 Share of results of joint ventures                               -         (29) 
 Depreciation and amortisation of reverse lease 
  premium                                                        24           66 
 Other gains and losses                                           -           22 
 Cash Flows From Operations Before Changes In 
  Working Capital                                              (35)        1,821 
 Change in trade and other receivables                        (249)        (659) 
 Change in land, developments and trading properties          (211)        (127) 
 Change in trade and other payables                           (541)        (436) 
                                                        -----------  ----------- 
 Cash Flows From Operations                                 (1,036)          599 
 Finance costs                                                    -        (693) 
 Finance income                                                  91           74 
 Tax paid                                                      (10)        (181) 
                                                        -----------  ----------- 
 Cash Flows Used In Operating Activities                      (955)        (201) 
                                                        -----------  ----------- 
 
 Cash Flows From Investing Activities 
 Acquisition of and additions to investment 
  properties                                                (7,687)     (22,149) 
 Proceeds from sale of investment property                    4,331            - 
 Proceeds from the sale of shares in Regional                25,511            - 
  REIT 
 Repayment by Stena Line of its 50% share of 
  a loan made to the                                          2,500            - 
  Group by Conygar Holyhead Limited 
 Cash transferred on sale of group undertakings                   -      (1,881) 
 Costs paid on sale of group undertakings                         -        (792) 
 Cash received from/(investment in) joint ventures              224        (282) 
 Proceeds from sale/assignment of interest in 
  joint venture                                                   -        3,125 
 Purchase of plant and equipment                                  -         (12) 
                                                        -----------  ----------- 
 Cash Flows Generated From/(Used In) Investing 
  Activities                                                 24,879     (21,991) 
                                                        -----------  ----------- 
 
 Cash Flows From Financing Activities 
 Bank loans drawn down                                            -       21,298 
 Bank loans repaid                                                -      (8,335) 
 Costs paid on new bank loan                                      -        (548) 
 Purchase of own shares                                    (11,832)     (16,715) 
 Cash Flows Used In Financing Activities                   (11,832)      (4,300) 
                                                        -----------  ----------- 
 
 Net increase/(decrease) in cash and cash equivalents        12,092     (26,492) 
 Cash and cash equivalents at 1 October                      37,170       63,662 
 Cash and Cash Equivalents at 30 September                   49,262       37,170 
                                                        -----------  ----------- 
 

NOTES TO THE ACCOUNTS

For the year ended 30 September 2018

1. The financial information set out in this announcement is abridged and does not constitute statutory accounts for the year ended 30 September 2018 but is derived from those financial statements. The financial information is not audited. The auditors have reported on the statutory accounts for the year ended 30 September 2018, their report was unqualified and did not contain statements under sections 498(2) or (3) of the Companies Act 2006, and these will be delivered to the Registrar of Companies following the Company's annual general meeting. The financial information has been prepared using the recognition and measurement principle of IFRS.

2. The comparative financial information for the year ended 30 September 2017 was derived from information extracted from the annual report and accounts for that period, which was prepared under IFRS and which has been filed with the UK Registrar of Companies. The auditors have reported on those accounts, their report was unqualified and did not contain statements under sections 498 (2) or (3) of the Companies Act 2006.

   3.    Operating PROFIT 

Operating profit is stated after charging:

 
                                                         Year ended   Year ended 
                                                          30 Sep 18    30 Sep 17 
                                                            GBP'000      GBP'000 
 Audit services - fees payable to the parent company 
  auditor for the audit of the Company and the 
  consolidated financial statements                              33           33 
                                                        -----------  ----------- 
 
 Other services - fees payable to the Company 
  auditor for the audit of the Company's subsidiaries 
  pursuant to legislation.                                       16           15 
                                                        -----------  ----------- 
 
 Other services - fees payable to the Company 
  auditor for tax services                                       18           18 
                                                        -----------  ----------- 
 Depreciation of owned assets                                    24            9 
                                                        -----------  ----------- 
 Operating lease rentals - land and buildings                   231          223 
                                                        -----------  ----------- 
 Movement on provision for doubtful debts                         -           40 
                                                        -----------  ----------- 
 

4. PARTICULARS OF EMPLOYEES

The aggregate payroll costs were:

 
                        Year ended  Year ended 
                         30 Sep 18   30 Sep 17 
                           GBP'000     GBP'000 
Wages and salaries           1,664       1,516 
Social security costs          215         196 
                             1,879       1,712 
                        ==========  ========== 
 

The average monthly number of persons, including executive directors, employed by the Company during the year was seven (2017: seven).

   5.     DIRECTORS' EMOLUMENTS 
 
                                      Year ended  Year ended 
                                       30 Sep 18   30 Sep 17 
                                         GBP'000     GBP'000 
Basic salary                               1,042       1,013 
Payment in lieu of notice                    202           - 
                                      ----------  ---------- 
Total emolument                            1,244       1,013 
                                      ==========  ========== 
 
Emoluments of highest paid director          370         354 
                                      ==========  ========== 
 

The board of directors comprises the only persons having authority and responsibility for planning, directing and controlling the activities of the Group.

   6.    OTHER GAINS AND LOSSES 
 
                                                          Year ended   Year ended 
                                                           30 Sep 18    30 Sep 17 
                                                             GBP'000      GBP'000 
  Movement in fair value of interest rate swaps                    -           59 
  Other                                                            3           36 
                                                                   3           95 
                                                  ==================  =========== 
 
   7.     FINANCE INCOME/COSTS 
 
                                        Year ended  Year ended 
Finance Income                           30 Sep 18   30 Sep 17 
                                           GBP'000     GBP'000 
Bank interest and interest receivable           91         174 
                                        ==========  ========== 
 
Finance Costs 
Bank loans                                  -            (757) 
Amortisation of arrangement fees            -            (127) 
ZDP interest payable                             -       (901) 
                                        ----------  ---------- 
                                                 -     (1,785) 
                                        ==========  ========== 
 
   8.      TAXATION ON ORDINARY ACTIVITIES 
   (a)          Analysis of tax (credit)/charge in the year 
 
                                                        Year ended   Year ended 
                                                         30 Sep 18    30 Sep 17 
                                                           GBP'000      GBP'000 
 UK Corporation tax based on the results for the 
  year                                                         110          313 
 Over provision in prior years                                   -         (11) 
                                                       -----------  ----------- 
 Current tax charge                                            110          302 
 Deferred tax (credit)/charge                                (205)           58 
                                                              (95)          360 
                                                       ===========  =========== 
 
    (b) Factors affecting tax charge 
            The tax assessed on the (loss)/profit for the year differs from the 
             standard rate of corporation tax in the UK of 19.0% (2017: 19.5%). 
                                                        Year ended   Year ended 
                                                         30 Sep 18    30 Sep 17 
                                                           GBP'000      GBP'000 
 (Loss)/profit before taxation                             (3,769)        1,215 
                                                       ===========  =========== 
 
 (Loss)/profit multiplied by rate of tax                     (716)          237 
 Effects of: 
 Gains not subject to UK taxation                             (89)            - 
 Revaluation gains not taxable                                 (7)            - 
 Tax impact of unrealised revaluation movements                              69 
 Utilisation of tax losses                                     (4)         (98) 
 Movement in tax losses carried forward                      1,128          304 
 Non-taxable items                                           (195)        (189) 
 Capital allowances                                            (2)         (76) 
 Impact of differing tax rates for offshore entities           (5)           66 
 Over provision in prior years                                   -         (11) 
                                                       -----------  ----------- 
 Current tax charge for the year                               110          302 
                                                       ===========  =========== 
 
   9.       DIVIDS 

No dividend will be paid in respect of the year ended 30 September 2018 (2017: nil).

   10.     EARNINGS PER SHARE 

The calculation of earnings per ordinary share is based on the loss after tax of GBP3,674,000 (2017: profit of GBP855,000) and on the number of shares in issue being the weighted average number of shares in issue during the period of 64,184,339 (2017: 70,684,860). There are no diluting amounts in either the current or prior years.

   11.     PROPERTY, PLANT AND EQUIPMENT 
 
                                                  Office      Furniture 
                                               Equipment     & Fittings        Total 
                                                 GBP'000        GBP'000      GBP'000 
  Cost 
  At 1 October 2016                                   89             95          184 
  Additions                                           12              -           12 
                                            ------------  -------------  ----------- 
 
  At 30 September 2017 and 1 October 2017            101             95          196 
  Additions                                            -              -            - 
                                            ------------  -------------  ----------- 
 
  At 30 September 2018                               101             95          196 
                                            ------------  -------------  ----------- 
 
  Depreciation/Amortisation 
  At 1 October 2016                                   68             95          163 
  Provided during the year                             9              -            9 
                                            ------------  -------------  ----------- 
 
  At 30 September 2017 and 1 October 2017             77             95          172 
  Provided during the year                            24              -           24 
                                            ------------  -------------  ----------- 
 
  At 30 September 2018                               101             95          196 
                                            ------------  -------------  ----------- 
 
 
  Net book value at 30 September 2018                  -              -            - 
                                            ============  =============  =========== 
 
  Net book value at 30 September 2017                 24              -           24 
                                            ============  =============  =========== 
 
   12.     INVESTMENT IN REGIONAL REIT 

Regional REIT is a United Kingdom based real estate investment trust whose shares were admitted to the premium segment of the Official List and to trading on the main market of the London Stock Exchange on 6 November 2015. Regional REIT is managed by London & Scottish Investments Limited, as asset manager, and Toscafund Asset Management LLP, as investment manager.

The Company sold all of its 26,326,644 shares in Regional REIT during the year realising a loss on sale as set out below:

 
 
                                           30 Sep 
                                               18 
                                          GBP'000 
 Gross sale proceeds                       25,545 
 Sale fees                                   (34) 
                                        --------- 
 Net sale proceeds                         25,511 
 Book value of shares sold               (27,643) 
                                        --------- 
 Loss on sale of Regional REIT shares     (2,132) 
                                        ========= 
 
   13.     INVESTMENT PROPERTIES 
 
 Group                                                                          Reverse 
                                                                 Long    Lease Premiums 
                                               Freehold     Leasehold           GBP'000       Total 
                                                GBP'000       GBP'000                       GBP'000 
       Valuation at 1 October 2016              106,390        23,902               388     130,680 
       Additions                                     11            64                 -          75 
       Reclassification to investment 
       properties under construction            (1,170)             -                 -     (1,170) 
       Reverse lease premium amortisation             -             -              (57)        (57) 
       Disposal of group undertakings         (105,231)      (23,966)             (331)   (129,528) 
                                            -----------  ------------  ----------------  ---------- 
       At 30 September 2017                           -             -                 -           - 
       Additions                                  3,536             -                 -       3,536 
       Movement on revaluation                       34             -                 -          34 
                                            -----------  ------------  ----------------  ---------- 
       Valuation at 30 September 2018             3,570             -                 -       3,570 
                                            ===========  ============  ================  ========== 
 

The historical cost of property held at 30 September 2018 is GBP3,536,000.

The property was valued by Lambert Smith Hampton, independent valuers not connected with the Group, at 30 September 2018 at market value in accordance with the Practice Statements contained in the RICS Appraisal and Valuation Standards published by the Royal Institution of Chartered Surveyors which conform to international valuation standards. The valuation was arrived at by reference to market evidence of transaction prices and completed lettings for similar properties. No allowance has been made for expenses of realisation or for any tax which might arise. It assumes a willing buyer and a willing seller in an arm's length transaction. The valuation reflects usual deductions in respect of purchaser's costs and SDLT as applicable at the valuation date. The independent valuer makes various assumptions including future rental income, anticipated void cost, the appropriate discount rate or yield.

The property rental income earned from investment properties (including investment properties under construction), leased out under operating leases, amounted to GBP1,538,000 (2017: GBP5,008,000). Details of the profit on sale of the investment property in the year are set out below:

 
 
                                            30 Sep 
                                                18 
                                           GBP'000 
 Gross sale proceeds                         4,331 
 Sale fees                                    (49) 
                                         --------- 
 Net sale proceeds                           4,282 
 Book value of property sold               (3,836) 
                                         --------- 
 Profit on sale of investment property         446 
                                         ========= 
 
   14.     INVESTMENT PROPERTIES UNDER CONSTRUCTION 

Investment properties under construction are freehold land and buildings representing investment properties under development or construction and they amount to GBP34,663,000 (2017: GBP34,293,000) as at 30 September 2018. These properties comprise landholdings for current or future development as investment properties. This methodology has been adopted because the value of these properties is dependent on a detailed knowledge of the planning status, the competitive position of the assets and a range of complex development appraisals. The fair value of these properties rests in the planned developments, and is difficult to estimate pending confirmation of designs and planning permission, and hence has been estimated by the directors at cost as an approximation to fair value.

The movement in the carrying value of investment properties under construction during the year was as follows:

 
                                                  30 Sep     30 Sep 
                                                      18         17 
                                                 GBP'000    GBP'000 
 At 1 October                                     34,293      9,476 
 Additions                                         4,206     22,038 
 Disposals                                       (3,836)          - 
 Reclassification from investment properties           -      1,170 
 Reclassification from development projects            -      1,609 
 At 30 September                                  34,663     34,293 
                                               =========  ========= 
 
   15.     INVESTMENT IN JOINT VENTURES 
 
                                                          30 Sep     30 Sep 
                                                              18         17 
                                                         GBP'000    GBP'000 
 At 1 October                                              7,267     10,110 
 Share of results of joint venture                             -         29 
 Investment in joint venture                                  76        253 
 Contribution to planning costs by joint venture           (300)          - 
  partner 
 Repayment by Stena Line of its 50% share of a 
  loan                                                   (2,500)          - 
  the Group made to Conygar Holyhead Limited 
 Proceeds on sale/assignment of interest in joint 
  venture                                                      -    (3,125) 
 Reclassification to property inventories following 
  purchase 
 of interest in joint venture                            (4,543)          - 
 At 30 September                                               -      7,267 
                                                      ==========  ========= 
 

As set out in the Chairman's and Chief Executive's statement, the Group acquired the 50% interest in Conygar Holyhead Limited (formerly Conygar Stena Line Limited) previously owed by its joint venture partner Stena Line Ports Limited on 23 May 2018.

As at 30 September 2018, the only joint venture company in which the Group retained a 50% interest was CM Sheffield Limited which was dormant at the balance sheet date and dissolved on 2 October 2018.

The following amounts represent the Group's share of the assets and liabilities as at 30 September 2017 and the results of the joint ventures for the year ended 30 September 2017, which are included in the comparative consolidated balance sheet and consolidated statement of comprehensive income.

 
                           As at 
                          30 Sep 
                              17 
                         GBP'000 
 Assets 
 Current assets            7,282 
 
 Liabilities 
 Current liabilities        (15) 
 
 Net Assets                7,267 
                       ========= 
 
 
                                           Year ended 
                                               30 Sep 
                                                   17 
                                              GBP'000 
 Operating profit and profit before tax            29 
 Tax                                                - 
 
 Profit after tax                                  29 
                                          =========== 
 

As at 30 September 2017, the Group had provided loans to Conygar Holyhead Limited and C M Sheffield Limited of GBP8,098,000 and GBP2,000 respectively.

   16.   INVESTMENT IN SUBSIDIARY UNDERTAKINGS 

The subsidiaries set out below are wholly owned and controlled by the Group as at the balance sheet date.

 
                                                                                    Country 
                                                                                     of             % of 
 Company name                                 Principal activity                    registration    equity held 
 
 Conygar Holdings Ltd                         Holding Company                       England         100% 
 Conygar Wales PLC                            Holding Company                       England         100%* 
 Conygar Developments Ltd                     Property trading and development      England         100%* 
 Conygar Haverfordwest 
  Ltd                                         Property trading and development      England         100%* 
 Conygar Holyhead Ltd 
  (formerly Conygar Stena 
  Line Ltd)                                   Property trading and development      England         100%* 
 Conygar Nottingham Ltd                       Property trading and development      England         100%* 
 Conygar Ynys Mon Ltd                         Property trading and development      England         100%* 
 Martello Quays Ltd                           Property trading and development      England         100% 
 The Nottingham Island 
  Site 
  Management Company Ltd                      Dormant                               England         100%* 
 Conygar Properties Ltd***                    Dormant                               England         100%* 
 Lamont Property Holdings 
  Ltd                                         Property investment                   Jersey          100%* 
 Conygar Ashby Ltd                            Property investment                   Jersey          100%* 
 Conygar Cross Hands Ltd                      Property investment                   Jersey          100%* 
 
 Subsidiaries struck off after the balance 
  sheet date 
 Conygar Bedford Square 
  Ltd**                                       Dormant                               England         100%* 
 Conygar Sunley Ltd**                         Dormant                               England         100%* 
 
 
          *     Indirectly owned. 
          **   Conygar Bedford Square Ltd and Conygar Sunley Ltd were dissolved on 2 October 

2018.

*** Conygar Properties Ltd was dissolved on 13 November 2018.

   17.   DEVELOPMENT AND TRADING PROPERTIES 
 
 
                                               30 Sep    30 Sep 
                                                   18        17 
                                              GBP'000   GBP'000 
 Properties held for resale or development     31,931    29,311 
                                             ========  ======== 
 
 

Development and trading properties include sites, developments in the course of construction and sites available for sale. The movements in the carrying value of development and trading properties during the year were as follows:

 
                                                           30 Sep 18      30 Sep 
                                                             GBP'000          17 
                                                                         GBP'000 
 At 1 October                                                 29,311      30,739 
 Additions                                                     4,913         258 
 Development costs written off                               (3,232)        (77) 
 Reclassification from joint venture following purchase 
  of partners interest                                         4,543           - 
 Fair value of properties and land leased to Stena 
  Line (note 23)                                             (3,604)           - 
 Reclassification to investment properties under 
  construction                                                     -     (1,609) 
                                                          ----------  ---------- 
 At 30 September                                              31,931      29,311 
                                                          ==========  ========== 
 

As set out in the Chairman's and Chief Executive's Statement, the Group is unable to progress its proposals for a mixed-use development at Fishguard, west Wales. Accordingly, the Group has written off a total of GBP2.4 million.

The Group has also written off its GBP0.8 million investment in the Llandudno Junction project.

   18.   TRADE AND OTHER RECEIVABLES 
 
 
                                       30 Sep 18    30 Sep 
                                                        17 
                                         GBP'000   GBP'000 
 Trade receivables                            84        26 
 Provision for doubtful debts                  -         - 
                                      ----------  -------- 
                                              84        26 
 Amounts owed by group undertakings            -         - 
 Other receivables                           377       535 
 Prepayments and accrued income              964       605 
                                      ----------  -------- 
                                           1,425     1,166 
                                      ==========  ======== 
 

The directors consider that the carrying amount of trade and other receivables approximates to their fair value due to the short term nature of these financial assets.

19. TRADE AND OTHER PAYABLES

 
 
                                      30 Sep 18    30 Sep 
                                                       17 
                                        GBP'000   GBP'000 
 Social security and payroll taxes           61        66 
 Trade payables                              82       545 
 Accruals and deferred income               314       268 
                                     ----------  -------- 
                                            457       879 
                                     ==========  ======== 
 

The directors consider that the carrying amounts of the trade and other payables approximate to their fair value due to the short period of repayment.

   20.   SHARE CAPITAL 

Authorised share capital:

 
                                                  30 Sep 18  30 Sep 17 
                                                        GBP        GBP 
140,000,000 (2017: 140,000,000) Ordinary shares 
 of GBP0.05 each                                  7,000,000  7,000,000 
                                                  =========  ========= 
 
 
  Allotted and called up: 
  Amounts recorded as equity: 
 
  Ordinary shares of GBP0.05 
   each 
                                                        No            GBP'000 
     As at 30 September 2017                    67,126,435              3,356 
     Cancellation of treasury shares           (7,365,000)              (368) 
                                          ----------------  ----------------- 
     As at 30 September 2018                    59,761,435              2,988 
                                          ================  ================= 
 
 
   21.   TREASURY SHARES 

In December 2010, the Group began a share buyback programme and during the year ended 30 September 2018 purchased 7,130,000 (2017: 10,340,000) shares on the open market at a cost of GBP11,832,023 (2017: GBP17,103,676). As seen in note 20 above, on 27 September 2018, 7,365,000 ordinary shares of 5 pence each were transferred out of treasury and cancelled.

   22.   DEFERRED TAX LIABILITY 

The Group's deferred tax liabilities comprise amounts arising from unrealised revaluation movements as follows:

 
                                                       30 Sep 18  30 Sep 17 
                                                         GBP'000    GBP'000 
At the start of the year                                     205      1,902 
(Credit)/charge to the statement of comprehensive 
 income                                                    (205)         58 
Transfer of obligation on sale of group undertakings           -    (1,755) 
                                                       ---------  --------- 
At the end of the year                                         -        205 
                                                       =========  ========= 
 

Deferred tax liabilities have been measured at a rate of 19% (2017: 19%), being the rate substantively enacted at the balance sheet date. They are calculated on the basis of the chargeable gain that would crystallise on the sale of the Group's investment properties and other fixed asset investments at each balance sheet date. The calculation takes account of any available indexation.

   23.   ACQUISITION OF SUBSIDIARY 

On 24 May 2018, the Group agreed with its partner, Stena Line Ports Limited ("Stena Line"), to take 100% control of its joint venture development project at Holyhead Waterfront.

The transaction enables the Group to progress with the scheme as planned and the Company will work towards obtaining detailed planning permission in the coming months. As part of the transaction, Conygar Holyhead Limited (formerly Conygar Stena Line Limited) has granted 999 year leases to Stena Line of the platform at Soldier's Quay, which is not required for the waterfront development, and a warehouse which is situated at Soldier's Point and is currently used by Stena Line. The Group has the right to call for a sublease if this warehouse is required for the waterfront development in the future.

As part of the transaction, Stena Line has repaid GBP2.5 million to the Group, which is Stena Line's 50% share of a loan the Group made to the joint venture company. As consideration for the sale of its shares in the joint venture company, Stena Line has received GBP1 and will receive 20% of the profit after tax of the development once it has completed.

The transaction has been accounted for by the acquisition method of accounting

 
Net assets acquired                                 Book value  Fair value 
                                                       GBP'000     GBP'000 
Development and trading properties                       8,857       8,857 
Fair value of properties and land leased to Stena 
 Line                                                  (3,604)     (3,604) 
Trade and other receivables                                 18          18 
Trade and other payables                               (2,001)     (2,001) 
                                                    ----------  ---------- 
                                                         3,270       3,270 
Total consideration including losses recognised 
 up to 24 May 2018                                                 (2,187) 
                                                                ---------- 
Gain on acquisition recognised in the Statement 
 of Comprehensive Income                                             1,083 
                                                                ========== 
 

As at 30 September 2018, the development at Holyhead Waterfront is not sufficiently advanced to enable a meaningful estimation of Stena's profit share to be reported.

   24.   COMMITMENTS 

Group as lessee:

At 30 September 2018, the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

 
                                         30 Sep 18  30 Sep 17 
                                           GBP'000    GBP'000 
Within one year                                131        180 
In the second to fifth years inclusive           -        131 
                                         ---------  --------- 
                                               131        311 
                                         =========  ========= 
 

The Group receives income under non-cancellable leases from existing property located at several of the Group's development sites. The income profile based upon the unexpired lease length was as follows:

 
                                30 Sep    30 Sep 
                                    18        17 
                               GBP'000   GBP'000 
 Less than one year                909       186 
 Between one and five years      3,348       508 
 Over five years                 3,721       296 
                              --------  -------- 
                                 7,978       990 
                              ========  ======== 
 

Development of the Premier Inn hotel at Parc Cybi commenced in March 2018 and is expected to complete in early 2019. As at 30 September 2018, the Company had committed construction costs of GBP3.1m.

   25.   FINANCIAL INSTRUMENTS 

The fair values of all the Group's financial assets and liabilities are set out below:

 
                              Book Value    Book Value    Fair Value    Fair Value 
                             30 Sep 2018   30 Sep 2017   30 Sep 2018   30 Sep 2017 
                                 GBP'000       GBP'000       GBP'000       GBP'000 
  Financial Assets 
  Cash                            49,262        37,170        49,262        37,170 
  Loans to joint ventures              -         8,100             -         8,100 
 
 

The fair value of the Group's trade debtors and other receivables and trade creditors and other payables is not considered to vary from historic cost due to the short term nature of these financial assets and liabilities. As such they are excluded from the disclosure.

The Report and Accounts for the year ended 30 September 2018 will be posted to shareholders shortly and copies may be obtained free of charge for at least one month following their posting by writing to The Secretary, The Conygar Investment Company PLC, Fourth Floor, 110 Wigmore Street, London, W1U 3RW. They are also available on the website www.conygar.com.

The Company's Annual General Meeting will be held at 10:30am on 21 December 2018 at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London, SE1 2AU.

The directors of Conygar accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Conygar (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

This announcement is released by The Conygar Investment Company PLC and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Company by Ross McCaskill, Finance Director.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

FR EAKFXAENPFEF

(END) Dow Jones Newswires

November 27, 2018 02:02 ET (07:02 GMT)

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