Interim Results

Embargoed: 0700hrs, 8 September 2006 CLS Holdings plc ("CLS", the "Company", or the "Group") Interim Report 2006 For the six month period ended 30 June 2006 Introduction During the last six months the Group has been active in the sale, acquisition and management of its properties throughout its operating divisions. In line with our strategy to build a portfolio in Germany in excess of £200 million, we purchased four further German properties at a cost of £41.0 million and have since 30 June completed or exchanged contracts on a further 6 properties at a cost of £68.4 million, all at yields of around 7 per cent. We currently hold or have exchanged on £120.7 million of German commercial property and are confident of reaching our investment target. In June 2006 we contracted to sell Solna Business Park at a value of £267.0 million (SEK 3.575 billion) via a corporate sale, generating an increase in our net assets of £7.5 million or 9.6 pence per share. The transaction completed on 21 August 2006, boosting the Group's cash resources by £113.5 million. The UK and French portfolios have both performed well through a combination of asset management, development and further yield compression. Overall, excluding Solna Business Park, just 5.2 per cent of the portfolio by area is either vacant or under development. As a result, we have seen the strongest organic growth in net asset value per share in any six month period in the Group's history, with our adjusted net asset per share having increased by 68.9 pence or 11.4 per cent since 31 December 2005, to 675.8 pence per share. FINANCIAL HIGHLIGHTS * Adjusted NAV per share* of 675.8 pence, up 11.4 per cent (Statutory NAV per share of 480.6 pence, up 8.8 per cent) * Profit before tax (including property valuation uplift) £56.8 million, up 37.2 per cent. * Intended special distribution for the interim period to 30 June 2006 of £ 39.9 million by way of tender offer buy-back on the basis of 2 for 25 at 640 pence per share, representing a distribution of 51.2 pence per share. This special distribution is the result of the significant increase in cash reserves and profit generated from the sale of Solna Business Park which completed on 21 August 2006. * Property portfolio (including share of JVs) valued at £1.16 billion, up 5.5 per cent from 31 December 2005 (including property assets at Solna Business Park held for sale of £238.9 million). * Net rental income £33.1 million, down 2.6 per cent. * Annualised added value to shareholders 27.7 per cent, up 11.7 per cent, based on increase in adjusted NAV per share and distributions in the year (24.4 per cent added value based on statutory NAV up 8.6 per cent). * Cash £94.2 million (including cash assets at Solna Business Park of £6.7 million held for sale). Key statistics and other financial information 30 June 2006 30 June 2005 Re-stated INCOME STATEMENT Adjusted earnings per share - 9.0 p 8.2 p Up 9.3 % continuing operations *+ Earnings per share 43.9 p 33.7 p Up 30.5 % Net rental income £33.1 m £34.0 m Down 2.6 % Operating profit (excluding fair £26.0 m £28.8 m Down 9.7 % value gains on investment property) Fair value gains on investment £52.0 m £31.5 m Up 65.1 % property Net interest payable (excluding £17.9 m £18.6 m Down 3.8 % exceptional finance costs) Underlying profit before tax £7.7 m £7.3 m Up 5.5 % (excluding fair value gains on investment property and exceptional finance costs) Profit before taxation £56.8 m £41.4 m Up 37.2 % Profit for the period £35.0 m £28.2 m Up 24.1 % Distribution per share from tender 51.2 p 8.5 p Up 502.4 % offer buy-backs BALANCE SHEET 30 June 2006 31 Dec 2005 Adjusted NAV per share* 675.8 p 606.9 p Up 11.4 % Statutory NAV per share 480.6 p 441.9 p Up 8.8 % Property portfolio ** £1,156.9 m £1,096.4 m Up 5.5 % Net asset value £374.3 m £353.8 m Up 5.8 % Cash *** £94.2 m £118.2 m Down 20.3 % Adjusted gearing* 122.5% 125.2% Down 2.7 % Statutory gearing 172.3% 171.9% Up 0.4 % Adjusted solidity (net assets as a 40.2% 38.7% Up 1.5 % ratio of gross assets)* Statutory solidity 28.4% 27.9% Up 0.5 % Shares in issue (000's) - excluding 77,890 80,058 Down 2.7 % treasury shares IAS 32 fair value on fixed loans 35.2 p 34.6 p Up 1.8 % adjustment after tax * IAS12 requires that a deferred tax provision be made in respect of the potential gain that would arise if properties were to be sold at valuation and for the potential clawback of UK capital allowances to the extent that these amounts are not covered by available tax losses. The calculation of this deferred tax liability has been carried out on the basis that the revaluation gains on the properties will be realised through receipt of net rents for the properties owned. As such the amount provided represents the maximum potential tax liability. Your Board considers it unlikely that this theoretical liability will ever crystallise because it takes no account of the way in which the Group would realise these gains. In particular as further explained in the note on page 9 the deferred tax provision takes no account of the way in which properties are expected to be sold, of the indexation allowance available when calculating a taxable capital gain in the UK or of elections available to ensure that deductions claimed previously for capital allowances are not reversed. The Board has complied with pronouncements from the APB and the UK Listing Authority in showing NAV and Earnings per share including the IAS 12 provision with equal prominence as the adjusted figures. The effect of IAS 12 has been excluded from those statistics that are indicated by an asterisk. At 30 June 2006 the IAS 12 deferred tax charge included in the income statement was £18.7 million and the cumulative reduction to net assets was £152.0 million (31 December 2005: charge to tax of £21.9 million and £132.1 million respectively). The accounting policies of the Group are as set out in the Group's Annual Report and Accounts for the year ended 31 December 2005. + In line with UK property industry practice adjusted earnings per share does not include gains on revaluations and deferred taxation. ** includes property assets held for sale at Solna Business Park amounting to £ 238.9 million. ***includes cash assets held for sale at Solna Business Park amounting to £6.7 million. BUSINESS HIGHLIGHTS Six months to 30 June 2006 * Sale of Solna Business Park, Stockholm for £267.0 million (SEK3,575 million) generating an uplift in net asset value of £7.5 million (9.5 pence per share) and a cash surplus of £113.5 million. * Sale of a mixed residential and commercial complex at Lövgärdet near Gothenburg for a total price of £40.5 million (SEK547 million), having been purchased in 2002 for £29.4 million (SEK440 million). * Sale of Le 41 in La Défense, Paris for £15.3 million (€22.3 million). CLS had purchased the building in 1998 for £7.4 million (€11.7 million). * Acquisition of Adlershofer Tor, Berlin and the new head offices for Brainlab AB in Feldkirchen, Munich at a total cost of £43.2 million. * Acquisition of Rudesheimer Strasse 9, Munich, Harburger Ring 33, Hamburg and Merkuring 33-35, Hamburg for £13.6 million (€19.5 million) at an initial yield of 7.3 per cent. * Planning permission was secured to redevelop New London Bridge House, Southwark owned by the same consortium as The Shard. The new scheme replaces a 1960's office tower with a spectacular 39,950 sq m (430,000 sq ft) office and retail building designed by Renzo Piano. * Contractual commitments by the Home Office at Spring Gardens has ensured that on completion of construction works, the entire estate will be let to them for 20 years at an average rent of £340 per sq m (£31.64 per sq ft). * Acquired the remaining shares not already under its ownership in the youth community website, Lunarworks AB at a cost of £14.5 million, valuing the company at approximately SEK 372 million (£28 million). The cost of the entire investment for CLS is £17.0 million. We see significant value creation as the business expands internationally. Chairman's Statement I am pleased to report that the Group has made significant progress during the last six months and has crystallised the value from the development of Solna Business Park over the last seven years. The outcome of our activity has been to increase adjusted NAV per share to 675.8 pence, up 68.9 pence or 11.4 per cent. The property portfolio has shown a further increase in value in each of our four geographical markets amounting to £52.0 million in the six months to 30 June 2006. In order to better understand the underlying elements of the Group's performance the movement in its net assets are set out in the table below: PROFITS AND LOSSES SHOWN IN THE INCOME STATEMENT £m Profit on letting of investment properties 9.8 Profit on sale of investment properties 0.1 Core property profit 9.9 Equity investment division losses (2.2) Underlying profit 7.7 Fair value gains on ongoing investment 41.5 properties Fair value gain of Solna - asset held for sale 10.5 Exceptional interest cost - write off of Solna (2.9) loan arrangement fees Profit before taxation 56.8 Current tax (0.6) Deferred tax (18.7) Loss on discontinued operations (2.5) Profit for the period 35.0 EQUITY MOVEMENTS SHOWN IN THE BALANCE SHEET Foreign exchange translation gain 1.1 Fair value loss on listed investments (2.7) Tender offer buy-backs and market purchases (13.7) Other 0.8 Change in net assets during the period 20.5 Net assets at 1 January 2006 353.8 Net assets at 30 June 2006 374.3 The annualised return on market capitalisation of the Company (£400.3 million at 31 December 2005) was 16.3 per cent (30 June 2005: 14.9 per cent) based on the aggregation of the May 2006 distribution to shareholders and the increase in net assets of the Group. Our shares are currently trading at a discount to adjusted NAV per share of 16.5 per cent, based on a share price of 564.5 pence. In November, in addition to our semi annual tender-offer distribution, we intend to include a special distribution to shareholders of £39.9 million, equivalent in cash terms to an interim net dividend of 51.2 pence per share, an increase of 42.7 pence (502.4 per cent) over the previous interim distribution. The Board has decided to make this special distribution as a result of the cash surplus generated through our sale of Solna Business Park We have considered the possibility of REIT status for both the Company or one or more of its operating divisions. Our conclusion is that it is not in the Company's interest to convert to REIT status at the present time. We will of course continue to monitor the position and do not rule out taking up such an opportunity in the future in respect of a specific geographical area or operation within our business. Financial Profit before taxation for the six months amounted to £56.8 million (including fair value gains on investment properties), an increase of 37.2 per cent. The June 2005 comparatives have been re-stated to show the results of the cable-companies as discontinued operations, consistent with our treatment at 31 December 2005. A summary of the results of the Group, analysed by location and main business activity is as set out below: June Equity June 2005 Invest. 2006 UK Sweden Germany Franceφ Re-stated £m £m £m £m £m £m £m Net rental 33.2 14.4 7.4 1.1 10.3 - 34.0 income Other income 2.1 0.5 0.2 - 0.1 1.3 2.6 Net rental 35.3 14.9 7.6 1.1 10.4 1.3 36.6 and other income Fair value 52.0 24.2 10.5 1.1 16.2 - 31.5 gains on investment property Gain/(loss) 0.1 - (0.1) - 0.2 - - from sale of investment properties Operating (9.4) (4.2) (1.7) (0.8) (1.4) (1.3) (7.9) expenses Operating 78.0 34.9 16.3 1.4 25.4 - 60.2 profit Share of (0.3) - - - - (0.3) (0.3) associates' losses Net interest (17.9) (9.1) (4.6) (0.6) (1.8) (1.8) (18.5) payable and related charges Exceptional (3.0) - (3.0) - - - - interest charge Profit / 56.8 25.8 8.7 0.8 23.6 (2.1) 41.4 (loss) on ordinary activities before tax Taxation - (0.6) (0.1) - - (0.5) - (0.5) current Taxation - (18.7) (11.2) (0.9) (0.5) (6.1) - (10.2) deferred Minority - - - - - - 0.1 interest Discontinued (2.5) - - - - (2.5) (2.6) operations Retained 35.0 14.5 7.8 0.3 17.0 (4.6) 28.2 profit/ (loss) * Includes the results of France and Luxembourg Balance sheet Total UK Sweden Germany France Equity Invest June 2006 £m % £m % £m % £m % £m % £m % Investment 918.0 100 511.1 55.7 46.8 5.1 55.0 6.0 305.1 33.2 - - Properties Solna held 238.9 100 - - 238.9 100.0 - - - - - - for sale Loans (607.6) 100 (318.7) 52.5 (31.4) 5.2 (42.2) 6.9 (205.4) 33.8 (9.9) 1.6 Solna held (126.5) 100 - - (126.5) 100.0 - - - - - - for sale Equity in 422.8 100 192.4 45.5 127.8 30.2 12.8 3.0 99.7 23.6 (9.9) (2.3) Property Assets Other 103.5 100 41.1 39.7 (7.2) (7.0) 7.1 6.9 21.5 20.8 41.0 39.6 Net 526.3 100 233.5 44.4 120.66 22.9 19.9 3.8 121.22 23.0 31.11 5.9 Adjusted Equity Equity in 36.5% 37.6% 44.7% 23.3% 32.7% - Property as a percentage of Investment Share capital No of shares No of shares Million Million 2006 2005 (six months) (full year) Opening shares for NAV purposes 80.1 83.9 Tender offer buy-back (1.9) (3.4) Buy-backs in the market for (0.3) (0.4) cancellation Closing shares for NAV purposes 77.9 80.1 Shares held in Treasury by the 7.6 5.4 Company Closing shares in issue 85.5 85.5 Options to purchase 595,000 shares were held by staff and management at 30 June 2006. Net rental income of £33.2 million decreased by £0.8 million compared to the six months ended 30 June 2005. This was the net result of the disposal of the Lövgärdet properties in January 2006 (£1.3 million), the impact of the sale of Carlow House and Drury Lane at the end of 2005 (£1.1 million), offset by increases from acquisitions in Germany (£1.0 million) and further letting success at Solna (£0.8 million). Other small decreases amounted to £0.2 million. Otherincome Other income of £2.1 million (30 June 2005: £2.6 million) included £1.1 million contribution from the Lunarworks companies, fully consolidated from 1 May 2006 following our acquisition of the remaining 52.8 per cent of the share capital at the end of April 2006. Lease surrender and dilapidations income amounted to £0.5 million and sundry other income £0.5 million. The comparative figure for 2005 included profit on the sale of Sit-up TV, an investment within our equity investment portfolio amounting to £1.6 million. Operating expenses as set out in the summary table above, comprises administrative expenditure and net property expenses. Administrative expenditure Administrative expenditure of £7.8 million (30 June 2005: £6.3 million) has increased by £1.5 million compared to the six months to 30 June 2005. The majority of this increase (£1.0 million) is due to the consolidation of the overheads for the Lunarworks companies for the period from 1 May 2006, relocation costs in respect of the London head office of £0.2 million and costs associated with the setting up of the German division. Net property expenses Net property expenses amounted to £1.6 million in the six months (30 June 2005: £1.6 million). The main elements of expenditure were depreciation of equipment of £0.1 million, void space costs of £0.4 million, marketing, letting and related legal fees of £0.4 million and bad debts of £0.1 million. Gains from sale of investment property The overall gain of £0.1 million (30 June 2005: £nil million gain) comprises a profit of £0.3 million on the disposal of the converted apartments at the Foch property in Paris, less transaction costs of £0.2 million relating to the sale of the Lövgärdet companies in Sweden and Le 41 property in France, both of which had been sold at year end valuation. Financial income and costs Interest income of £1.3 million (30 June 2005: £0.5 million) was adversely affected by foreign exchange movements of £0.1 million and reflects our higher average cash balances for the half year (approximately £106 million ) compared to the same period in 2005 (approximately £56 million). Interest payable of £19.2 million (30 June 2005: £19.0 million) comprised bank interest of £19.2 million, net gain on fair value of interest rate caps of £0.5 million and depreciation of loan arrangement fees of £0.5 million. The Group's policy is to expense all interest payable and financial costs to the income statement, including interest incurred in the funding of refurbishment and development projects. Exceptional interest costs of £3.0 million relate to the write-off of loan arrangement fees and accrual of loan break costs arising from the contracted sale of Solna Business Park. At the period end, gross floating rate loans totalled £378.8 million, 51.6 per cent of the total loan book. All floating rate debt was hedged by interest rate caps at an average cap rate of 5.6 per cent for Sterling, 4.8 per cent for Swedish Kronor and 4.6 per cent for Euro (excluding bank margin). The average cost of borrowing, inclusive of the cost of fixed rate borrowings, interest rate caps and amortisation of arrangement fees, was 6.8 per cent on the UK debt, 4.3 per cent for Sweden, 3.7 per cent for Germany and 3.9 per cent for France. Adjusted gearing has decreased by 2.7 per cent to 122.5 per cent. Interest cover (excluding fair value gains on investment properties and exceptional finance costs) increased to 1.45 times at 30 June 2006 from 1.41 times at 30 June 2005. Taxation The Group's current taxation charge continues to benefit from the utilisation of losses and from significant capital allowances and amortisation deductions. The method of calculation for deferred tax under IAS12 has resulted in a provision being made for the maximum potential tax liability based on the difference between the carrying value of each property and its tax base without taking into account any factors which would mitigate that tax liability. In practice, as a result of its corporate structure, the Group is unlikely to suffer this liability even if all its properties were to be sold. For overseas properties, we plan to make corporate disposals, as opposed to property disposals, which would result in smaller tax liabilities than those calculated under IAS12. In the UK the actual gain which would be realised on property disposals would be reduced by indexation allowance. At 30 June 2006 this allowance would reduce the potential taxable gains if UK properties were to be sold, by £144.7 million (30 June 2005 : £136.3 million) and the deferred tax provision in the balance sheet, by £43.4 million (30 June 2005 : £40.9 million). Furthermore, on a disposal, the Group intends to make the election available to ensure that there is no claw-back of capital allowances previously claimed in respect of UK properties. At 30 June 2006 the potential claw-back of allowances in respect of plant and machinery in the Group's UK properties amounts to £52.6 million (30 June 2005 : £52.9 million). If this amount had been excluded from the provision, the overall deferred tax provision would be further reduced by £ 15.8 million (30 June 2005 : £15.9 million). Following the completion of the sale of the Solna companies in August 2006, a release of deferred tax of approximately £28 million will be shown in the year end accounts to 31 December 2006, relating to the release of the potential tax liability. Buy-backs and dividends The current share price remains at a discount to net asset value and therefore we consider it appropriate to continue to distribute by way of tender offer buy-back. Furthermore, as a result of the sale of Solna Business Park, the directors have decided to make a special increased interim distribution of £ 39.9 million. The special tender offer buy-back of shares is on the basis of 640 pence per share for 2 in 25 shares held. This will enhance net asset value per share and is equivalent in cash terms to an interim net dividend of 51.2 pence per share (30 June 2005 : 8.5 pence per share). Share capital At 31 December 2005 there were 85,527,177 ordinary shares in issue, of which 5,469,490 were held within the Company as Treasury shares. The number of shares at that date, used as a base for the purpose of calculating NAV or Earnings per share and participating in the subsequent tender offer buy-backs, was 80,057,687 as Treasury shares are excluded from such calculations. Since the year end, the Company has completed the 2005 year end tender offer buy-back of 1,905,474 shares (a distribution of £12.2 million) and re-purchased 262,204 shares in the market (at a cost of £1.4 million). All of the shares thus acquired were transferred to Treasury. The number of shares in issue at 30 June 2006 (excluding 7,637,168 shares held as Treasury shares) was 77,890,009. Total shares in issue at 30 June 2006, including Treasury shares, were 85,527,177. If the current tender offer proposal to buy back 6,231,201 shares is accepted, ordinary shares in issue for the purposes of NAV and Earnings per share will have been reduced by a further 8.0 per cent to 71,658,808 shares, an overall reduction in the six months of 8,398,879 shares (including market purchases of 262,204 shares) equivalent to 10.5 per cent of opening shares. Investment Property The value of our portfolio is now £1,156.9 million and has increased by a net £ 60.5 million (5.5 per cent) since 31 December 2005. The analysis of the net increase is shown below : Group UK Sweden Germany France £m £m £m £m £m Opening assets 1,096.4 481.3 300.9 12.8 301.4 Purchases 43.2 40.9 2.3 Refurbishment 13.9 5.6 7.0 1.3 Disposals (58.7) (40.7) (18.0) Revaluation 52.0 24.2 10.5 1.1 16.2 Foreign exchange 8.9 7.5 0.2 1.2 Other 1.2 0.5 0.7 Closing assets 1,156.9 511.1 285.7 55.0 305.1 This includes the value of property assets held for sale in relation to Solna Business Park amounting to £238.9 million. Acquisitions of new properties totalled £43.2 million, being principally Adlershofer Tor, Berlin (£27.4 million), Merkurring (£5.8 million) and Harburger Ring, Hamburg (£3.9 million) and Rudersheimerstrasse (£3.7 million), Munich. Refurbishment expenditure of £ 13.9 million was principally at Solna, Stockholm and Great West House, Brentford and a revaluation surplus of £52.0 million was recorded at 30 June 2006. Disposals of £58.7 million were made during the period, of Lövgärdet, Gothenburg, Sweden (£40.3 million) and Le 41, Paris, France (£14.8 million). Several apartments were sold on conversion to residential status at our building Avenue Foch, for a total consideration of £3.3 million. Cash Cash at bank amounted to £94.2 million compared with £118.2 million at 31 December 2005. Debt Structure Net debt amounted to £639.9 million compared to £601.7 million as at 31 December 2005. The increase of £38.2 million reflects financing of new property purchases of £43.2 million and refurbishment expenditure of £14.3 million. New loan finance raised in the six months, net of repayments, amounted to £44.3 million. The interest-bearing debt of the Group at 30 June 2006 was £734.1 million (31 December 2005: £719.9 million). The increase includes re-financing parts of the portfolios in each main market, which raised an additional £25.4 million of which £4.4 million was raised on the UK portfolio and £21.0 million (€30.3 million) in France. The funds raised also included £33.7 million relating to the purchase of new buildings, of which £31.8 million related to German purchases and £1.9 million to the Rue Goubet property purchase in Paris. The weakening of Sterling against the Swedish Kronor and the Euro increased the sterling equivalent of foreign currency loans on translation by £5.3 million. These loans finance properties located in Sweden Germany and France. The fair value of the Group's fixed rate debt was in excess of book value by an amount of £39.1 million (31 December 2005 : £39.5 million) reflecting increased long-term interest rates at 30 June 2006. If we were to hold loans at fair value, the notional after tax adjustment to NAV, at a corporation tax rate of 30 per cent (31 December 2005 : 30 per cent) would be £27.4 million or 35.2 pence per share (31 December 2005: £27.8 million or 34.7 pence per share). Gearing adjusted for IAS 12 deferred tax, at 30 June 2006 was 122.5 per cent (31 December 2005 : 125.2 per cent), statutory gearing was 172.3 per cent (31 December 2005: 171.9 per cent). The net effect of the disposal of Solna and the payment of the intended special distribution on the Balance Sheet at 30 June 2006 would be to increase cash to £172.3 million and to further reduce adjusted gearing to 92.4 per cent (statutory gearing: 124.1 per cent). Non interest-bearing debt at 30 June 2006, represented by short-term creditors, amounted to £46.6 million (31 December 2005 : £45.4 million). Effect of foreign exchange translation on overseas net assets A positive foreign exchange movement on translation of adjusted net assets in Sweden, Germany and France of £2.5 million (3.2 pence per share) was included within the Group net assets at 30 June 2006. The positive translation movement on overseas fixed assets was £8.9 million, offset by an exchange translation loss, mainly on bank borrowings, of £5.3 million. Statutory net assets include an offsetting exchange gain relating to the conversion of deferred tax provisions computed in local currency for overseas operations. This had the effect of reducing the above adjusted translation movement of £2.5 million to £1.1 million. Property The valuation of the Group's portfolio at 30 June 2006, undertaken by Allsop & Co. in respect of the UK and Swedish properties and by DTZ Debenham Tie Leung in respect of the German and French properties, amounted to £1,156.9 million (31 December 2005 : £1,096.4 million). The portfolio comprises 114 properties of which 45 are located in the UK, 21 in Sweden, 40 in France, 7 in Germany and 1 in Luxembourg, with a total lettable area of 529,826 sq.m (5,703,000 sq. ft.). UK The UK portfolio, including joint ventures, increased in value by 6.2 per cent or £29.8 million to £511.1 million over the six months since December 2005. Yields across all sectors have continued to show further compression with the central areas showing increased levels of occupier demand. The letting market is strong in core areas which has led to a modest increase in rents and reduction in lease incentives requiring to be offered, however in fringe areas the letting market remains more fragile. At Spring Gardens we completed the construction of the `infill' office block between units 3 & 4 extending to 840 sq m (9,052 sq ft). The Home Office took a new lease of units 3 to 6 inclusive for a term of 20 years from March 2006 at £ 32 per sq ft. In March we started construction of the `infill' office block between units 1 and 2 and units 5 and 6 to provide a further 1,558 sq m (16,770 sq ft) and 945 sq m (10,175 sq ft) respectively of new office accommodation. Planning consent has also been obtained for a new security lodge at the entrance to the estate and works are due to start in the autumn. Upon completion the Spring Gardens estate will be let in its entirety to the Home Office for 20 years at an average rent of £340 per sq m (£31.64 per sq ft). The refurbishment of Great West House on Great West Road, Brentford was completed in April 2006. Approximately 50 per cent of the building, representing 7,000 sq m (75,380 sq ft) is currently vacant and we are working hard to attract new tenants to join the existing occupiers including Allianz Cornhill and Air India. At Chancel House, Neasden, a lease was granted to Brent Housing Partnership, guaranteed by Brent Council (2,290 sq m/25,731 sq ft) at a base rent of £130 per sq m (£12.10 per sq ft). In order to facilitate this letting the lease to Instant Office was surrendered. We refurbished the floors and undertook the tenants fit out, the cost of the works being rentalised. Chancel House is now fully let. At The Shard, London Bridge, the first office pre-let has been agreed with TfL (Transport for London) over the lower floors of the tower. TfL have committed to a 30 year term for approximately 17,651 sq m (190,000 sq ft). Following the pre-letting of the hotel to Shangri La Hotels and Resorts nearly 50 per cent of the building is now pre-let and, [subject to finance] it is anticipated that construction will commence during 2007 for delivery in 2011. In April, Southwark Council resolved to grant planning consent for the redevelopment of New London Bridge House, directly opposite The Shard. This new office building also designed by Renzo Piano Building Workshop, will provide 39,948 sq m (430,000 sq ft) of predominantly offices with retail uses at the lower levels. The final element of the consent, the S.106 Agreement, is expected to be signed shortly. Other significant lettings during the first half of the year include the letting of the 3rd, 4th and 5th floors at One Leicester Square to Sound Too Limited, extending to 1,090 sq m (11,733 sq ft). The tenant has signed a 25 year lease and the building is once again fully let. We look forward to a strong second half with improving levels of tenant demand and stable yields. Sweden Sweden has continued to see compressed investment yields due to strong international investor interest and subdued rental levels particularly in the wider Stockholm area principally caused by relatively high vacancy rates. Against this background we sold Lövgärdet for £40.5 million (SEK547 million) in February 2006, a residential estate near Gothenburg, comprising 1,280 apartments and 42,608 sq m of commercial and retail space. Over the course of the four year period of ownership the value had increased by £10.5 million (35.7 per cent), against an initial equity investment of £3.0 million (SEK41.5 million). On 21 June the Group also exchanged contracts to sell its portfolio of six properties at Solna at a value of £267.0 million (SEK3.575 billion), to Fabege a Swedish property investment group, by way of a corporate sale. The transaction completed on 21 August. During the course of the previous seven years CLS has transformed what had been a tired 1960s, run-down industrial and office park into an award winning and environmentally friendly vibrant modern office development that includes a business hotel, restaurant, conference centre, large gym and health spa, ICA Maxi hypermarket and other retail outlets. Taking into account the cost of original purchase and refurbishment, the Group has generated added value in excess of £65 million on this development. We see the potential for further value creation at Vänerparken, Vänersborg comprising 45,206 sq m (486,609 sq ft) of offices, educational, health care and leisure facilities. Our current intention is therefore to continue to own and manage this asset. We are confident in the continued prosperity of the Swedish economy and its property market. We will therefore monitor future opportunities and we do not rule out making further commercial property investments at an appropriate time in the future. France The French portfolio increased from £301.4 million (€437.9 million) to £305.1 million (€441.5 million) at 30 June 2006 after the sale of Le 41 and the flats at Foch, the net book value of these assets was £18.0 million. Annualised rents increased to £20.6 million (€29.8 million) by £0.2 million (€0.3 million) influenced by an overall indexation of 1.4 per cent. Strong take up of new office space in the market has ensured upwards pressure on rents. At 30 June the vacancy rate in the French portfolio amounted to 3.0 per cent. The French property investment market remains strong with yields of 4.25 per cent for prime properties in Paris. In January of this year we sold Le 41 in La Défense, Paris for £15.3 million (€22.3 million) having purchased the building in 1998 for £7.4 million (€11.7 million). At the time of sale, the property was vacant following the departure of IBM in December 2004. Although it is difficult to find new investments that fit our investment criteria, we purchased Rue Goubet in Paris and will continue to search for property both within Paris and other cities of France where we consider there are strong underlying fundamentals supporting the local economy and where we perceive potential for future growth in value. Germany We have continued to build an office portfolio in Germany where we see potential for growth in rents and value over the coming years. At the beginning of the year we held three properties at a value of £12.8 million (€18.6 million). At 30 June the portfolio had increased to a holding of seven properties with a value of £55.0 million (€79.7 million). At the date of this report, the total value of property on which we have exchanged or completed amounts to £120.7 million (€177.4 million) representing thirteen properties located in Hamburg, Munich Stuttgart, Berlin and Dusseldorf, all acquired at yields of around 7 per cent. We have offices in Luxembourg and Hamburg and have established a professional team who will concentrate on managing our property assets. The properties are generally new or recently constructed well let office buildings in good but not prime office locations. These buildings are expected to be attractive for their current and future tenants whilst providing an attractive yield and return on equity on a long-term basis. Rent, book value and yields are analysed by location as set out below: Total Net Book Yield Yield on net when rent fully let Rent rent Value £000 % £000 % £000 % % % UK London City 212 0.3% 212 0.3% 3,050 0.3% 7.0% Fringes London Mid 6,967 9.4% 6,967 9.9% 109,307 9.5% 6.4% town London West 2,826 3.8% 2,728 3.9% 63,645 5.5% 4.3% End London West 4,714 6.4% 3,807 5.4% 80,706 7.0% 4.7% London South 10,986 14.8% 10,974 15.6% 166,827 14.4% 6.6% Bank London South 2,046 2.8% 2,046 2.9% 35,861 3.1% 5.7% Bank - JVs London South 1,472 2.0% 1,393 2.0% 21,730 1.9% 6.4% West London North 1,662 2.2% 1,636 2.3% 28,000 2.4% 5.8% West Outside 245 0.3% 245 0.3% 1,925 0.2% 12.7% London Total UK 31,130 42.0% 30,008 42.6% 511,051 44.3% 5.9% 6.3%* Sweden Sweden 12,951 17.5% 11,151 15.8% 238,884 20.4% 4.7% Stockholm (assets held for sale) ** Sweden 4,661 6.3% 4,082 5.8% 46,810 4.1% 8.7% Vanersborg Total Sweden 17,612 23.8% 15,233 21.6% 285,694 24.5% 5.4% 6.0%** France Paris 16,743 22.6% 16,743 23.9% 248,894 21.6% 6.7% France Lyon 2,781 3.8% 2,781 3.9% 34,989 3.0% 7.9% France Lille 598 0.8% 598 0.8% 7,103 0.6% 8.4% France 451 0.6% 451 0.6% 4,830 0.4% 9.3% Antibes Total France 20,573 27.8% 20,573 29.2% 295,816 25.6% 7.0% 7.3% Luxembourg 834 1.1% 834 1.2% 9,258 0.8% 9.0% Total 834 1.1% 834 1.2% 9,258 0.8% 9.0% 9.0% Luxembourg Germany 1,931 2.6% 1,873 2.7% 27,810 2.4% 6.7% Berlin Germany 1,523 2.1% 1,477 2.1% 21,495 1.9% 6.9% Hamburg Germany 249 0.3% 241 0.3% 3,807 0.3% 6.3% München Germany 213 0.3% 207 0.3% 1,928 0.2% 10.7% Düsseldorf Total 3,916 5.3% 3,798 5.4% 55,040 4.8% 6.9% 6.9% Germany Group Total 74,065 100.0% 70,446 100.0% 1,156,859 100.0% 6.1% 6.5% at 30 June 2006 Solna 12,951 11,151 238,884 (assets held for sale) Group Total 61,114 59,295 917,975 6.5% 6.8% (excluding Solna) Conversion rates : SEK/GBP 13.352 Euro/GBP 1.447 (*) Yields based on receivable rent and potential rents have been calculated on the assumption that book values at 30 June 2006 will increase by anticipated refurbishment expenditure of approximately £8.6 million in respect of projects in the UK. (**)Yields based on receivable rent and potential rents have been calculated on the assumption that book values will increase by anticipated refurbishment expenditure of approximately £20.6 million in respect of projects in Solna, Stockholm, Sweden. Rent analysed by length of lease and location is set out below: Contracted Contracted Unlet Space under Total Total Aggregate but not Space Refurbishment Rental income at ERV producing or with Planning Consent Sq. m Sq.ft £000 £000 £000 £000 £000 % UK >10 yrs 72,227 777,445 15,233 1,181 16,414 48.3% UK 5-10 yrs 21,270 228,948 4,441 4,441 13.1% UK < 5 yrs 48,341 520,338 10,275 10,275 30.3% Development 5,282 56,855 900 900 2.7% Stock Vacant 9,859 106,121 1,931 1,931 5.7% Total UK 156,979 1,689,707 29,949 1,181 2,831 - 33,961 100.0% Sweden > 10 24,682 265,675 3,470 3,470 16.4% yrs Sweden 5-10 49,499 532,803 6,158 6,158 29.1% yrs Sweden < 5 74,220 798,898 7,984 7,984 37.7% yrs Vacant 32,756 352,583 3,542 3,542 16.7% Total 181,157 1,949,959 17,612 - 3,542 0 21,154 100.0% Sweden France 5-10 60,046 646,330 8,522 8,522 39.7% yrs France < 5 77,613 835,420 12,051 12,051 56.0% yrs Refurbished 1,417 15,252 166 166 0.7% space Vacant 4,279 46,059 748 748 3.5% Total 143,355 1,543,061 20,573 - 748 166 21,487 100.0% France Luxembourg 3,698 39,805 834 834 100.0% < 5 yrs Total 3,698 39,805 834 - - - 834 100.0% Luxembourg Germany > 19,042 204,966 1,522 1,522 38.9% 10 yrs Germany 11,038 118,812 1,037 1,037 26.5% 5-10 yrs Germany < 5 14,557 156,690 1,357 1,357 34.7% yrs Total 44,637 480,468 3,916 - - - 3,916 100.0% Germany Group > 10 115,951 1,248,086 20,225 1,181 21,406 26.3% yrs Group 5-10 141,853 1,526,893 20,158 20,158 24.8% yrs Group < 5 218,429 2,351,151 32,501 32,501 40.0% yrs Refurbished 1,417 15,252 166 166 0.2% space Development 5,282 56,855 900 900 1.1% Stock Vacant 46,894 504,763 6,221 - 6,221 7.6% Group Total 529,826 5,703,000 72,884 1,181 7,121 166 81,352 100.0% 30 June 2006 Solna 135,951 1,463,365 12,951 3,491 16,442 (assets held for sale) Group Total 393,875 4,239,635 59,933 1,181 3,630 166 64,910 (excluding Solna) Equity investments At 30 June 2006, equity investments held amounted to £17.0 million (31 December 2005: £13.9million) excluding the Group's holding in associates. The majority by value of these equity investments are listed investments, which are carried at fair market value, and represent approximately 1.3 per cent of the gross assets of the Group. During the first six months of the year the investment division completed three significant transactions. In January 2006 the sale of the assets of Wight Cable North was concluded which marked our exit from UK cable industry investments. The transaction and associated costs created a loss of £2.1 million which was identified in the year end Report and Accounts but under IFRS accounting, is included within discontinued operations in the current period's Income Statement. In March 2006, we acquired an interest of 16 per cent in Bulgarian Land Development PLC for £4.0 million, at the time of its floatation on AIM. The Company is acquiring land in prime resort locations with a view to develop and sell holiday apartments. We see this investment as having potential significant upside subsequent to Bulgaria joining the European Union and as it becomes more popular as a holiday destination. It also provides us with an insight into the Bulgarian property market, via our seat on the Board of the Company. At the end of April CLS acquired the remaining shares not already under its ownership in the youth community website, Lunarworks AB. The shares were acquired at a price of SEK 35 per share (£2.59), valuing Lunarworks at approximately SEK 374 million (£28 million). The cost of the entire investment for CLS is £17.0 million. Lunarworks consistently generates both cash and profits in its home market of Sweden, and we see significant value creation as the business expands internationally. Additionally, in August 2006, we sold the majority of our investment in Keronite PLC, receiving proceeds of £3.6 million, producing a book profit of £ 3.0 million. Our residual investment in the company has therefore reduced from 47.9 per cent to 6.5 per cent. We continue to closely monitor those investments that have the potential to perform well and make selective investments to further bolster their value growth potential. Conclusion The Group has performed well, within buoyant letting markets and has taken advantage of the strong investment market by realising value through the sale of Solna Business Park. Our portfolio of property is well-let and our vacancy rate is low. Our organisation in Germany has now been established and we are progressing well towards our target of building a portfolio of £200 million. We currently hold cash assets in excess of £180 million of which £39.9 million is proposed to be distributed to shareholders. We see significant potential future value through the recent progress made in our joint venture operations in respect of The Shard of Glass and New London Bridge House and have also identified other development opportunities within our wider European portfolio. We look towards the future from a firm financial and organisational base and are actively pursuing new opportunities for further growth and value creation. S. A. Mortstedt Executive Chairman 8 September 2006 Un-audited Consolidated 30 June 2006 30 June 2005 31 Dec 2005 Income Statement Re-stated for the six months ended 30 June 2006 £000 £000 £000 Continuing operations : Rental and similar revenue 35,908 38,386 77,678 Service charge and similar 3,552 4,066 7,361 revenue Total rental revenue 39,460 42,452 85,039 Service charge expense and (6,312) (8,438) (15,777) similar charges Net rental income 33,148 34,014 69,262 Other operating income 2,045 2,626 3,360 Administrative expenses (7,787) (6,271) (14,910) Net property expenses (1,581) (1,650) (3,532) Operating profit before 25,825 28,719 54,180 net gains on investment properties Net gain from fair value 51,956 31,545 67,173 adjustment on investment property Loss on disposal of part - - (1,106) share joint venture Profit from sale of 124 35 1,855 investment property Operating profit 77,905 60,299 122,102 Finance income 1,333 448 1,425 Finance expense (19,213) (19,022) (37,654) Exceptional finance (2,917) - - expense Total finance expense (22,130) (19,022) (37,654) Share of loss of (350) (277) (1,216) associates Profit before income tax 56,758 41,448 84,657 Taxation - current (589) (497) (1,304) Taxation - deferred (18,723) (10,188) (21,856) Tax charge on profit (19,312) (10,685) (23,160) Profit for the period from 37,446 30,763 61,497 continuing operations Discontinued operations : Loss for the period from (2,465) (2,610) (6,192) discontinued operations - post tax Profit for the period 34,981 28,153 55,305 Attributable to : Equity holders of the 34,981 28,224 55,537 Company Equity minority interest - (71) (232) 34,981 28,153 55,305 Basic Earnings per Share 43.9 p 33.8 p 67.5p Diluted Earnings per Share 43.7 p 33.6 p 67.0p Un-auditedConsolidated Balance Sheet at 30 June 2006 30 June 2006 30 June 2005 31 Dec 2005 £000 £000 £000 ASSETS Non-current assets Investment property 917,975 1,048,948 1,096,361 Property, plant and 9,301 10,337 8,119 equipment Intangible assets 18,512 2,823 3,698 Investment in associates 541 3,618 3,526 Available-for-sale 16,967 19,129 13,918 financial assets Derivative financial 677 1,003 353 instruments Deferred income tax 8,898 16,298 14,025 Trade and other receivables 948 433 1,265 973,819 1,102,589 1,141,265 Current assets Trade and other receivables 8,339 9,145 8,395 Derivative financial 1,429 - 457 instruments Cash and cash equivalents 87,524 54,244 118,162 97,292 63,389 127,014 Assets held for sale Investment property 238,884 - - Other non-current assets 378 - - Current assets 9,045 - - 248,307 - - Total assets 1,319,418 1,165,978 1,268,279 LIABILITIES Non- current liabilities Trade and other payables 90 1,151 - Deferred income tax 160,939 136,848 146,109 liabilities Borrowings, including 582,660 626,387 694,591 finance leases Derivative financial 182 - 982 instruments 743,871 764,386 841,682 Current liabilities Trade and other payables 31,031 39,789 45,394 Current income tax 1,993 1,330 1,799 liabilities Derivative financial 3 1,675 285 instruments Borrowings, including 24,892 28,363 25,339 finance leases 57,919 71,157 72,817 Liabilities held for sale Borrowings, including 126,532 - - finance leases Trade and other payables 16,774 - - 143,306 - - Total liabilities 945,096 835,543 914,499 NET ASSETS 374,322 330,435 353,780 EQUITY Capital and reserves attributable to the C ompany's equity holders Share capital 21,382 21,382 21,382 Other reserves 115,292 115,668 116,042 Retained earnings 238,544 194,120 217,252 375,218 331,170 354,676 Equity minority interests (896) (735) (896) TOTAL EQUITY 374,322 330,435 353,780 Un-audited Consolidated Statement of Changes in Equity Attributable to equity holders of Minority Total the Company Interest Share Other Retained capital reserves earnings £000 £000 £000 £000 £000 Balance at 1 21,382 116,042 217,252 (896) 353,780 January 2006 Arising in the period:- Fair value gains/ (losses) - - (2,725) - - (2,725) available-for-sale - cash flow hedges - 905 - - 905 Currency - 1,070 - - 1,070 translation differences on foreign currency net investments Expenses of share - - (85) - (85) issue / purchase of own shares Purchase of own - - (13,604) - (13,604) shares Net gains / - (750) (13,689) - (14,439) (losses) recognised directly in equity Profit for the - - 34,981 - 34,981 period Total increase in - (750) 21,292 - 20,542 equity for the period At 30 June 2006 21,382 115,292 238,544 (896) 374,322 Un-audited Consolidated Cash Flow Statement for the six months ended 30 June 2006 30 June 2006 30 June 2005 31 Dec 2005 £000 £000 £000 Cash flows from operating activities Cash generated from 23,517 22,440 52,226 operations Interest paid (18,628) (17,756) (34,857) Income tax paid (395) (228) (407) Net cash inflow from 4,494 4,456 16,962 operating activities Cash flows from investing activities Purchase of (43,193) (13,154) (22,386) investment property Capital expenditure (15,597) (27,387) (44,934) on investment property Proceeds from sale 3,433 2,973 45,056 of investment property Purchases of (1,319) (474) (1,853) property, plant and equipment Proceeds from sale 451 - 2,401 of property, plant and equipment Purchase of (5,742) (2,181) (3,532) available-for-sale financial assets Purchase of (972) (277) (798) interests in joint venture/associate Purchase of (11,705) - (1,427) subsidiary undertaking net of cash acquired Sale of subsidiary 10,122 - - undertakings Interest received 1,398 783 1,472 Net cash outflow (63,124) (39,717) (26,001) from investing activities Cash flows from financing activities Issue of shares - 143 144 Purchase of own (13,690) (10,136) (18,974) shares New loans 92,519 61,121 148,571 Issue costs of new (876) (796) (2,234) loans Interest rate caps (936) (6) 100 purchased Repayment of loans (42,366) (18,192) (57,777) Net cash inflow from 34,651 32,134 69,830 financing activities Net (decrease)/ (23,979) (3,127) 60,791 increase in cash and cash equivalents Cash and cash 118,162 57,371 57,371 equivalents at beginning of period Cash and cash 94,183 54,244 118,162 equivalents at end of period Basis of Preparation The income statement and balance sheet have been prepared, in accordance with applicable International Accounting Standards ('IAS') and International Financial Reporting Standards ('IFRS') issued by the International Accounting Standards Board ('IASB') and on the basis that all such standards will be endorsed by the European Union ('EU'). These standards are collectively referred to as 'IFRS'. The information in this interim statement is unaudited and does not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985. The statutory accounts as at 31 December 2005 have been reported on by the Company's auditors and delivered to the Registrar of Companies. The report of the auditors was unqualified and did not contain a statement under Section 237 (2) or (3) of the Companies Act 1985. The interim report sets out the results for the six months to 30 June 2006 and unless otherwise stated, comparisons are to the six months ended 30 June 2005.' Independent review report to CLS Holdings plc Introduction We have been instructed by the company to review the financial information for the six months ended 30 June 2006 which comprises the consolidated interim balance sheet as at 30 June 2006 and the related consolidated interim statements of income, cash flows and changes in shareholders' equity for the six months then ended and related notes. We have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the financial information. Directors' responsibilities The interim report, including the financial information contained therein, is the responsibility of, and has been approved by the directors. The Listing Rules of the Financial Services Authority require that the accounting policies and presentation applied to the interim figures should be consistent with those applied in preparing the preceding annual accounts except where any changes, and the reasons for them, are disclosed. This interim report has been prepared in accordance with the basis set out on page 21. Review work performed We conducted our review in accordance with guidance contained in Bulletin 1999/ 4 issued by the Auditing Practices Board for use in the United Kingdom. A review consists principally of making enquiries of group management and applying analytical procedures to the financial information and underlying financial data and, based thereon, assessing whether the disclosed accounting policies have been applied. A review excludes audit procedures such as tests of controls and verification of assets, liabilities and transactions. It is substantially less in scope than an audit and therefore provides a lower level of assurance. Accordingly we do not express an audit opinion on the financial information. This report, including the conclusion, has been prepared for and only for the company for the purpose of the Listing Rules of the Financial Services Authority and for no other purpose. We do not, in producing this report, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. Review conclusion On the basis of our review we are not aware of any material modifications that should be made to the financial information as presented for the six months ended 30 June 2006. PricewaterhouseCoopers LLP Chartered Accountants London 8 September 2006 Directors, Officers and Advisers Directors Sten Mortstedt (Executive Chairman) Per Sjöberg (Chief Executive Officer) Dan Bäverstam (Chief Financial Officer) Steven Board FCCA (Chief Operating Officer) Thomas Thomson BA (Non-executive Vice Chairman) James Dean FRICS * + (Non-executive Director) Keith Harris PhD * + *** (Non-executive Director) Thomas Lundqvist + (Non-executive Director) Bengt Mortstedt Juris Cand (Non-Executive Director) * = member of Remuneration Committee + = member of Audit Committee *** = senior independent director Company Secretary Steven Board FCCA Registered Office 26th Floor, Portland House Bressenden Place London SW1E 5BG Registered Number 2714781 Registered Auditors PricewaterhouseCoopers LLP Chartered Accountants 1 Embankment Place London WC2N 6RH Registrars and Transfer Office Computershare Services Plc P O Box 435 Owen House 8 Bankhead Crossway North Edinburgh EH11 4BR Clearing Bank Royal Bank of Scotland Plc 24 Grosvenor Place London SW1X 7HP Financial Advisers NCB Corporate Finance 51 Moorgate London EC2R 6BH Joint Stockbrokers NCB Corporate Finance 51 Moorgate London EC2R 6BH KBC Peel Hunt 111 Old Broad Street London EC2N 1PH CLS Holdings plc on line: www.clsholdings.com e-mail: enquiries@clsholdings.com

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