Interim Results

CLS Holdings PLC 6 September 2001 For release: 0700 hours, 6th September 2001 CLS Holdings plc Interim Report 2001 Highlights * NAV per share of 337.0 pence, up 3.5 per cent since 31 December 2000 * Further distribution of £5.1million proposed by way of tender offer buy-back on the basis of 1 for 60 at 285 pence per share * Cash at bank at 30 June 2001 of £79.2 million (30 June 2000: £31.5 million) * Profit before tax £7.4 million (£13.1 million for the period to 30 June 2000) Sten Mortstedt, Executive Chairman, commented, ' We continue to grow the Net Asset Value of the company and we have substantial cash reserves which will fund our future expansion plans.' For further information please contact:- Sten Mortstedt 020 7582 7766 Executive Chairman enquiries@clsholdings.com CLS Holdings plc www.clsholdings.com Glyn Hirsch 020 7582 7766 Chief Executive enquiries@clsholdings.com CLS Holdings plc www.clsholdings.com Adam Reynolds/Takki Sulaiman 020 7735 9415 Hansard Communications mail@hansardcommunications.com www.hansardcommunications.com CLS Holdings plc Interim Report 2001 Chairman's Statement The Board is pleased to announce the Group's results for the six months ended 30 June 2001. Once again we are pleased to report record NAV per share of 337.0 pence, up 3.5 per cent since 31 December 2000 despite a 7.4 pence per share reduction caused by foreign exchange movements. Had the NAV been calculated at the prevailing rates of exchange at 31 August 2001, the resultant NAV per share would have been 339.7 pence. The underlying business has continued to perform well. After adjusting for one off property profits, the inclusion of Citadel and the performance of our share investment division, our core property profit before tax has increased by 14.3 per cent from £6.3 million to £7.2 million. During the first half of the year we have seen the economic environment becoming more uncertain. We have reacted to this by accelerating the refinancing of our property portfolio to increase our free cash resources, which amounted to £79.2 million at 30 June 2001 (up 102.6 per cent since 31 December 2000), and by scaling down our share investment division business. Financial Highlights - NAV per share of 337.0 pence, (up 3.5 per cent since 31 December 2000) after external valuation. - Profit before tax £7.4 million (£13.1 million for the period to 30 June 2000). - Core property profit before tax of £7.2 million (up 14.3 per cent on period to 30 June 2000). - Share buy-back of 2.4 million shares since 31 December 2000 representing 2.3 per cent of opening share capital - Further distribution of £5.1 million proposed by way of tender offer buy-back on the basis of 1 for 60 at 285 pence per share. - Cash at bank at 30 June 2001 of £79.2 million (30 June 2000: £31.5 million). - Potential gross annual rent roll of £75.6 million. Key Statistics 30 June 2001 30 June 2000 NAV per share 337.0 p 284.0 p Up 18.7 % FRS 13 adjustment (after tax) (12.8) p (10.9) p Up 17.4 % Earnings per share 5.9 p 12.4 p Down 52.4 % Shares in issue (000's) 106,878.5 94,539.5 Up 13.1 % Distribution per share 4.75 p 3.92 p Up 21.2 % Profit before taxation £7.4 m £13.1 m Down 43.8 % Core profit before taxation £7.2 m £6.3 m Up 14.3 % Other Financial Information 30 June 31 December 2000 2000 30 June 2001 Restated Property £ 682.3 m £ 509.6 m up 33.9 % £ 671.4 m portfolio Net rental £ 25.4 m £ 19.0 m up 33.3 % £ 42.1 m income Other £ 3.2 m £ 0.6 m up 433.3 % £ 1.3 m property related income Investment £ (3.1) m £ 7.2 m down 142.9 % £ 0.5 m division (loss)/ profit Operating £ 19.5 m £ 22.5 m down 13.3 % £ 34.7 m profit Financial £ 0.9 m £ 0.6 m up 50.0 % £ 1.4 m income Profit £ 7.4 m £ 13.1 m down 43.5 % £ 14.8 m before taxation Profit £ 6.4 m £ 12.1 m down 47.1 % £ 14.8 m after taxation Value of £ 360.2 m £ 268.5 m up 34.2 % £ 351.9 m net assets Cash £ 79.2 m £ 31.5 m up 151.4 % £ 39.1 m Interest £ 405.8 m £ 277.7 m up 46.1 % £ 355.7 m bearing debt Non- interest £ 26.7 m £ 26.1 m up 2.2 % £ 27.5 m bearing debt Gearing 90.6 % 91.7 % down 1.2 % 90.6 % Interest 1.56 2.10 down 25.7 % 1.61 Cover The comparatives for 30 June 2000 have been restated to reflect the result from the Investment Division contributing to operating profit. In last year's interim results announcement, these were included within interest receivable. A summary of the results for the six months to 30 June 2001 is detailed below: Financial The first six months of the year show a continuing increase in our core property profits to £7.2 million (30 June 2000: £6.3 million). The poor share investment market and our reduction in exposure to this business has resulted in a loss of £3.1 million. However, this has been more than offset by significant property transaction profits, primarily the successful settlement of an ongoing dispute in Paris (£2.8 million) and the sale of Scriptor Court (£0.5 million). The growth in core profit of £0.9 million (14.3 per cent) over the same period last year is analysed below, having made adjustment for the inclusion of Citadel Holdings plc as a full subsidiary in 2001, and the exceptional investment profits made in the six months ended 30 June 2000. 30 June 30 June 2001 2000 £m £m Profit before taxation 7.4 13.1 less: Investment division loss/(profit) 3.1 (7.2) Sale of investment property (0.5) (1.4) Non-recurring settlement (2.8) - Pro-forma adjustment for Citadel as if it were a full subsidiary - 1.8 Core profit 7.2 6.3 The balance sheet has also strengthened. Net asset value per share of 337.0 pence represents an increase of 3.5 per cent since 31 December 2000, whilst our continuing programme of refinancing resulted in cash balances of £79.2 million at 30 June 2001 (up 102.6 per cent from 31 December 2000). The results of the Group analysed by location and main business activity are as set out below: Profit and Loss 2001 Full year Total UK* Sweden France 2000 £m £m £m £m £m Net rental and property related income 28.0 15.9 3.6 8.5 41.5 (excluding associate / JV) Operating expenses (5.5) (3.9) (0.9) (0.7) (7.4) Other operating income-investment (3.1) (3.1) - - 0.6 division Associate / JV operating profit 0.5 0.5 - - 1.6 Operating profit 19.9 9.4 2.7 7.8 36.3 Gains from sale of investment 0.5 0.4 0.1 - properties Net interest payable and related (13.0) (8.7) (1.8)+ (2.5) (24.5) charges Profit on ordinary activities 7.4 1.1 1.0 5.3 14.8 before tax + Of the net interest payable of £1.8 million, £0.5 million relates to vacant space undergoing refurbishment at Solna Balance sheet Total Balance Sheet UK * Sweden France June 2001 £m % £m % £m % £m % Investment 683.2 100 412.9 60.7 128.8 18.9 141.5 20.4 Properties Loan (401.5) 100 (252.7) 62.9 (61.2) 15.2 (87.6) 21.8 Equity in 281.7 100 160.2 57.5 67.6 24.3 53.9 18.3 Property Assets Other 78.5 100 77.6 98.9 (5.2) -6.6 6.1 7.8 Net Equity 360.2 100 237.9 66.6 62.4 17.5 59.9 16.0 Equity in Property as a 41.2% 38.8% 52.5% 38.1% Percentage of Investment * results from Germany are included within the UK segment. NB : Inter-company loans have been excluded in the above Balance Sheet table Share capital No of shares No of shares Million Million 2001 2000 Opening shares 108.1 102.0 Tender offer buy back (1.9) (4.0) Buybacks in the market for cancellation (0.5) (6.6) Issue for Citadel portfolio - 16.6 Share options exercised 1.2 0.1 Closing shares 106.9 108.1 Net rental income Net rental income at £25.4 million is inclusive of the Group's share of joint venture turnover and has increased by £6.4 million over 30 June 2000. This reflects the inclusion this year of Citadel Holdings plc as a wholly owned subsidiary (£4.8 million) and the underlying rising trend in our core business. Rental income is shown net of service charges of £1.5 million (30 June 2000: £ 1.6 million). As we continue to let the remaining vacant space in the portfolio, our net rental income should rise to an annualised amount of £53.2 million. Other property related income Other property related income of £3.2 million (30 June 2000: £0.6 million) comprises £2.8 million received in settlement of a dispute in Paris and £0.4 million profit on lease surrenders. Administrative expenditure Administrative expenditure of £3.9 million (30 June 2000: £2.6 million) includes £0.6 million of Citadel Holdings plc overheads for the first time, a provision of £0.3 million in respect of aborted transaction costs, and a £0.2 million increase in salary costs in respect of a further strengthening of the management team. Net property expenses Net property expenses of £1.6 million (30 June 2000: £0.6 million) includes amortisation costs of £0.7 million relating to the remaining short lease to NIG at Elan House, and letting fees and marketing costs in respect of our Solna refurbishment project. Gains from sale of investment property The gain from sale of investment property of £0.5 million is mostly represented by profit on the disposal of Scriptor Court, Farringdon Road, London EC1, which was sold in June 2001 for £3.0 million. Financial income and costs Interest income at £0.9 million was arrived at after adverse foreign exchange movements of £0.3 million. Interest payable of £13.6 million comprises bank interest of £12.9 million, net interest rate cap depreciation of £0.2 million and depreciation of bank loan issue costs of £0.5 million. The figure includes additional interest of £ 2.3 million reflecting the consolidation of the Citadel Holdings plc portfolio. The Company's policy is to expense all interest payable and financial costs to the profit and loss account, including interest incurred in the funding of refurbishment and development projects. At the period end floating rate loans totalled £186.3 million. All of our floating rate debt is hedged by interest rate caps at an average cap rate of 7.9 per cent for Sterling, 6 per cent for Swedish Kronor and 7 per cent for French franc. Three month LIBOR sterling rate moved from 6.2 per cent at 30 June 2000 to 5.3 per cent at 30 June 2001. The average cost of borrowing for the UK portion of our debt was 7.7 per cent, inclusive of the cost of interest rate caps and amortisation of arrangement fees, and 5.5 per cent for the international element. Taxation Within the total charge of £1.0 million is a provision of £0.8 million in respect of the negotiated settlement in Paris referred to above. Buy-backs and dividends In place of a final dividend for 2000 a distribution by way of a tender offer buy-back was taken up in full in May of this year. With the current share price remaining at a considerable discount to net asset value we are proposing an interim distribution of £5.1 million by way of a further tender offer buy-back of shares on the basis of 285 pence per share for 1 in 60 shares held. This will enhance net asset value per share and is equivalent in cash terms to an interim net dividend of 4.75 pence per share (30 June 2000: 3.92 pence per share), an increase of 21.2 per cent. At 31 December 2000 there were 108,128,651 ordinary shares in issue. Since that date the Company has purchased 490,000 shares in the market for cancellation and completed the 2000 year end tender offer buy back of 1,959,211 shares. This has involved a total cash expenditure of £7.3 million and leaves the number of shares in issue at 30 June 2001 of 106,878,493 after taking into account the exercise of management options during the half year. Investment Properties Tangible Assets, at £682.3 million, have increased by £10.9 million (1.6 per cent) since 31 December 2000. This is the net effect of a £16.0 million valuation increase, property additions of £14.7 million (principally investment in Solna) reduced by adverse foreign exchange movements of £16.5 million, disposals of £2.6 million and short leasehold depreciation of £0.7 million. Debt Structure The net borrowings of the Group at 30 June 2001 were £322.2 million (31 December 2000:£ 305.7 million), the increase reflecting the refinancing referred to above. The strengthening of sterling against the Swedish Kronor and French Franc reduced the sterling equivalent of foreign currency loans by £8.8 million. The fair value of the Group's fixed rate debt was in excess of book value by an amount of £19.6 million (31 December 2000: £ 26.3 million). The notional after tax adjustment to NAV, at a corporation tax rate of 30 per cent (31 December 2000: 30 per cent), resulting from holding loans at fair value was £ 13.7 million or 12.8 pence per share (31 December 2000: £18.5 million or 17.1 pence per share). Whilst the FRS13 adjustment is noteworthy the additional interest cost is of course expensed through the Profit & Loss Account. This excess interest charge amounted to approximately £1.25 million in the six months to 30 June 2001. Gearing at 30 June 2001 was 90.6 per cent (31 December 2000: 90.6 per cent). Property The valuation of the portfolio at 30 June 2001 shows an increase from the year-end of £10.9 million, rising from £671.4 million to £682.3 million. Both our UK and French portfolios are substantially fully let and mostly reversionary, particularly in Paris. This provides us with significant security of income. Our development at Solna in Stockholm, Sweden, represents our only significant ongoing refurbishment project, which is planned on a phased basis and at which we are making good progress on pre-letting. UK Despite the reported slowdown in the UK economy which may have affected demand for office space in areas such as the Thames Valley, the Group's property portfolio is almost exclusively within Greater London in locations which have seen no significant downturn in tenant demand. Scriptor Court In June 2001 we sold Scriptor Court, Farringdon Road, EC1 for £3.0 million, having been purchased by CLS in 1996 for £0.9 million. The property was sold at an initial yield of 5 per cent and reflected a 20 per cent premium to book value. Spring Gardens Planning consent was granted for an additional 1,016 sq.m. (10,936 sq.ft.) of offices on the estate and these offices have been prelet to one of the existing tenants on a ten year lease at a rent of £32 per sq.ft.. The same tenant took an additional 661 sq.m. (7,115 sq. ft.) in unit 6 at a rent of £33.50 per sq. ft for ten years and at the same time agreed the rent reviews for December 2001 and March 2002 on three other buildings at rents varying from £31.50 to £33.50 per sq.ft.. Tinworth Street A planning application was submitted for a new office building of 9,740 sq.m. (104,840 sq.ft) gross and 7,548 sq.m. (81,251 sq.ft.) net and negotiations are proceeding with Lambeth Borough Council. Great West House Discussions are being held with Hounslow Borough Council for a new building on this site, adjacent to the existing buildings, which would provide approximately 7,900 sq.m. (85,000 sq.ft.) gross of new accommodation. Cap Gemini The tenant at Cap Gemini South Bank, Vauxhall has extended its lease which was to expire in March 2003 for a further six years; this lease now expires in March 2009. There is a rent review in March 2003. The tenant occupies 10,427 sq.m. (112,235 sq.ft.) and pays a total rent of £1,516,500 per annum exclusive. Buspace Studios An extension of approximately 550 sq.m. (6,000 sq. ft.) has been completed at this property which increases the net lettable area from 2,500 sq.m. (27,000 sq.ft.) to 3,050 Sq.m. (33,000 sq.ft.), thereby increasing the estimated rental value by approximately £72,000 per annum exclusive. Coventry House Work has now commenced on the creation of 18 flats on the upper floors of this building Drury Lane The rent review of the ground floor and part basement Nightclub was settled resulting in an increase from £45,000 per annum exclusive to £105,000 per annum exclusive. One Leicester Square The major tenant is in receivership however rent continues to be paid by way of bank guarantee. An application for assignment of the lease is currently being considered. SouthwarkTowers We remain optimistic for the potential of our 33.33 per cent interest in the company that owns Southwark Towers. Detailed planning permission for a new tower designed by Renzo Piano was submitted on 26 March 2001 and we await the outcome of this application. Sweden Solna Business Park Our refurbishment of Frasaren 11 continues to progress well and is on time and on budget. Pre-lettings have been announced to Green Cargo AB (owned by the Swedish State) of 4,000 sq.m. (43,056 sq.ft.) at an average rent of SEK 2,955 per sq.m. (£18 per sq.ft.) for seven years and seven months and an additional 2,850 sq.m. (30,677 sq.ft.) has been let to an Administrative Department of the Swedish Government at an average rent of SEK 2,300 per sq.m. (£14 per sq.ft.) for five years. Strong tenant demand continues to be shown for available space. In January of this year planning consent was granted to enable CLS to change the use of each of the buildings and to construct an additional floor on each of the buildings. This results in the total floor area of the estate being increased by 23,480 sq.m. (252,726 sq.ft.) to 131,80 sq.m. (1,410,900 sq.ft.), thereby increasing the value of this asset significantly. Other small lettings of vacant space on the estate in the unrefurbished buildings have also been made at record rental levels Vanerparken In May we let an additional 2,330 sq.m. (25,080 sq.ft.) of office and educational premises to the local college for a term of four and a half years at an aggregate rent of SEK2,340,000 (£152,590) per annum. At the same time the tenant extended their existing lease at a current rent of SEK3,664,309 (£ 238,947) per annum which expired on 30 June 2003 to a new expiry date of 30 June 2006 making it co-terminus with the new accommodation. France The letting and investment markets in France continue to perform well and we have announced several lettings showing record rents within our buildings. These include a letting to GEFCO, a subsidiary of PSA Peugeot Citroen at a rent of Frf. 2,850 per sq.m. (£24.35 per sq.ft.) in 56 Boulevard de la Mission Marchand to the west of Paris which showed an increase of 113 per cent over the previous rent payable; as well as a letting to TEVA Pharma, a Nasdaq quoted company, at a rent of Frf. 3,000 per sq.m. (£25.64 per sq.ft.) at 53-55 rue du Captaine Guynemer and this showed an increase of 162 per cent over the previous rent payable. In our view, existing passing rents from the French portfolio are nearly 40 per cent below market rents. In due course rents will increase to reflect market levels and this will enhance our cash inflows and uplift the capital value of the portfolio. In February we announced the purchase of two buildings, one to the west of Paris at 5 Boulevard Marcel Pourtout, Rueil Malmaison for Frf. 18,500,000 (£ 1.698 million) showing an initial yield of 9 per cent. The second building, Chorus, located in Nova-Antipolis, Antibes in the South of France purchased at a cost of Frf 37 million (£3.396 million) to show a net initial yield of 9.7 per cent. These properties show a return on equity of 22.0 per cent and 23.9 per cent per annum respectively. Set out below is an analysis of the portfolio Book Yield value Description in Sq.m. Sq.ft. £ % UK > 10 y 43,596 469,284 139,837,450 6.8 UK 5 - 10 y 61,857 665,844 168,050,000 7.7 UK < 5 y 42,693 459,557 78,450,000 10.1 UK refurb. & development 7,405 79,704 22,700,000 6.3 Sub total 155,551 1,674,389 409,037,450 7.8 UK Germany 5,409 58,220 3,118,487 6.5 Sub total Germany 5,409 58,220 3,118,487 6.5 France France 0 - 3 y 68,277 734,922 94,776,139 7.7 France 3 - 6 y 26,700 287,402 46,675,978 7.7 Sub total France 94,977 1,022,324 141,452,117 7.7 Sweden Sweden 0 - 5 y 113,288 1,219,464 88,684,856 5.8 Solna (Light - - refurb) (Heavy - - refurb) Sweden 10 y + 45,240 486,975 40,103,813 9.7 Sub total Sweden 158,528 1,706,439 128,788,669 7.0 TOTALS 414,465 4,461,372 682,396,723 7.6 Contracted Contracted Unlet space Space under Yield Aggregate but not at ERV in refurb. or when Rent in income with plan. fully producing consent at let in ERV in Description £ £ £ £ % UK > 10 y 9,474,739 - - - 6.8 UK 5 - 10 y 12,912,585 - 335,358 - 7.9 UK < 5 y 7,920,762 - 267,484 - 10.4 UK refurb. & development 1,426,688 - 819,430 - 8.3* Sub total 31,734,774 - 1,422,272 - 8.0 UK Germany 212,188 - - - 6.5 Sub total Germany 212,188 - - - 6.5 France France 0 - 3 y 7,252,660 173,175 - - 7.8 France 3 - 6 y 3,573,259 - - - 7.7 Sub total France 10,825,919 173,175 - - 7.8 Sweden Sweden 0 - 5 y 5,173,262 - - - 5.8 Solna (Light - - 1,291,302 (202,378)*** refurb) (Heavy - 1,199,577 - 9,203,534 10.4** refurb) Sweden 10 y + 3,872,088 - - 8.6 Sub total Sweden 9,045,350 1,199,577 1,291,302 9,001,156 10.4 TOTALS 51,818,231 1,372,752 2,713,574 9,001,156 8.7 The above table shows the categories of assets we own and the future potential income available from new lettings and refurbishments. (*) Yields based on receivable rent and potential rents have been calculated on the assumption that year end book values will increase by anticipated refurbishment expenditure of £4.47 million in respect of projects in the UK. (**)Yields based on receivable rent and potential rents have been calculated on the assumption that year-end book values will increase by anticipated refurbishment expenditure of £60.6 million in respect of projects in Solna, Stockholm, Sweden. (***) This represents existing rents lost on space to be refurbished. In addition to the above rental shown, we estimate that open market rents are £ 10.8 million higher than rent receivable (excluding additional rents we will receive as a result of our refurbishment programme). Investment Division Poor investment markets have adversely affected this division's results. During the period we have rationalised our portfolio and sold a number of our listed investments, which have realised losses at 30 June 2001. We believe a number of our unlisted investments still have significant potential and we are concentrating our efforts on these opportunities whilst proceeding to dispose of our other investments. We do not currently have any plans to make further investments in this area. The book value of our investments at 30 June 2001 has reduced to £8.0 million representing only 2.2 per cent of our net assets (31 December 2000: £10.6 million). Conclusion Having produced a satisfactory first half result we approach the remainder of the year with confidence. We have a strong balance sheet and a well-let portfolio that is being actively managed and our substantial cash reserves enable us to continue to take advantage of attractive opportunities as and when they arise. Our investment in Solna is a significant element in the future growth in the property portfolio. I am pleased to say that our plans here are progressing well as evidenced by the strong interest being shown in the property by prospective tenants. At today's date the Group's aggregate annual contracted rent roll stands at £ 51.8 million, with a further £13.1million projected to be receivable as we let vacant space and complete the re-development of Solna. This will provide the fuel for further growth. S. A. Mortstedt Executive Chairman 6 September 2001 CLS Holdings plc Consolidated Profit and Loss Account 6 months to 12 6 months 30 June months to 2000 to 30 June £ 000 31 2001 December £ 000 Restated 2000 (unaudited) (unaudited) £ 000 Net rental income (including 25,375 19,038 42,112 associates & joint ventures) Less: Joint venture (470) (340) (706) Associate - (883) (1,191) 24,905 17,815 40,215 Other property related income 3,174 621 1,315 28,079 18,436 41,530 Administrative expenses (3,943) (2,573) (6,358) Net property expenses (1,574) (570) (1,026) (5,517) (3,143) (7,384) Other operating (loss)/income (3,100) 7,223 552 Group Operating Profit 19,462 22,516 34,698 Share of joint ventures' 460 332 690 operating profit Share of associates' operating - 710 959 profit Operating profit including 19,922 23,558 36,347 joint ventures and associates Gains from sale of investment 533 1,423 2,969 property Profit on Ordinary Activities 20,455 24,981 39,316 Before Interest Interest receivable and financial income: Group 853 622 1,353 Joint Venture 8 1 13 Associate - 12 25 Interest payable and related charges: Group (13,538) (11,867) (24,772) Joint Venture (414) (302) (622) Associate - (344) (484) Profit on Ordinary Activities 7,364 13,103 14,829 Before Taxation Tax on ordinary activities: Group (963) (950) 46 Joint Venture - - - Associate - (43) (57) Profit on ordinary activities 6,401 12,110 14,818 after taxation Equity minority interest - - (7) Retained Profit For The Period 6,401 12,110 14,811 Earnings per Share 5.9 p 12.4p 14.6 p Diluted Earnings per Share 5.9p 12.3 p 14.5 p '000 '000 '000 Ordinary shares in issue Cumulative total 106,878 94,540 108,129 Weighted average number during 107,943 97,806 101,287 the period CLS Holdings plc Consolidated Balance Sheet 30 June 30 June 31 2001 2000 December 2000 £ 000 £ 000 £ 000 Restated (unaudited) (unaudited) Fixed assets Tangible assets 683,183 510,239 672,150 Investments: Interest in joint venture: Share of gross assets 12,703 9,983 12,320 Share of gross (10,547) (9,270) (10,547) liabilities 2,156 713 1,773 Interest in associate - 7,342 - Other investments 163 170 161 685,502 518,464 674,084 Current assets Stocks - trading properties 2,185 - 2,185 Debtors - amounts falling due 2,683 2,562 2,363 after more than one year Debtors - amounts falling due 11,931 7,880 6,787 within one year Investments 8,012 9,897 10,609 Cash at bank and in hand 79,236 31,527 39,100 104,047 51,866 61,044 Creditors: amounts falling (54,993) (51,371) (41,086) due within one year Net current assets 49,054 495 19,958 Total assets less current 734,556 518,959 694,042 liabilities Creditors: amounts falling due after more than one year Bank and other loans (374,327) (250,442) (342,094) Net Assets 360,229 268,517 351,948 Capital and Reserves Called up share capital 26,720 23,635 27,032 Share premium account 68,280 37,678 67,293 Revaluation reserve 187,119 129,960 178,851 Capital Redemption Reserve 6,723 5,327 6,111 Other reserves 18,428 19,426 20,196 Profit and loss account 52,896 52,491 52,351 Total Equity Shareholders' 360,166 268,517 351,834 Funds Equity minority interests 63 - 114 Capital employed 360,229 268,517 351,948 CLS Holdings plc Statement of Total Recognised Gains and Losses 20 June 30 June 31 2001 2000 December 2000 £ 000 £ 000 £ 000 (unaudited) (unaudited) Profit for the period/year 6,401 12,110 14,811 Unrealised surplus on 16,020 20,177 72,602 revaluation of properties Share of Joint Venture/ Associate unrealised surplus - 208 1000 on revaluation of properties Currency translation differences on foreign (7,870) (73) 658 currency net investments Share of Associate other - 167 (10) reserves Other recognised gains 8,150 20,479 74,250 relating to the period/year Total gains and losses recognised since last annual report 14,551 32,589 89,061 CLS Holdings plc Consolidated Cash Flow Statement 30 June 30 June 31 2001 2000 Dec 2000 £ 000 £ 000 £ 000 (unaudited) (unaudited) Restated Net cash inflow from operating 19,126 16,816 34,575 activities Returns on investments and servicing of finance Interest received 1,114 419 1,753 (Outflow)/income from current (3,323) 7,223 3,671 asset investments Interest paid (11,934) (10,376) (22,860) Issue costs on new bank loans (1,403) - (753) Interest rate caps purchased (586) - (72) Net cash outflow from returns on investments and servicing of finance (16,133) (2,734) (18,261) Taxation 138 (13) 247 Capital expenditure and financial investment Purchase and enhancement of (15,152) (8,290) (16,262) properties Sale of investment properties 105 19,923 39,729 Disposal of other fixed assets - 13 - Purchase of other fixed assets (214) (141) (123) Purchase of own shares (7,300) (12,983) (19,790) Net cash (outflow )/inflow for (22,561) (1,478) 3,554 capital expenditure and financial investment Cash (outflow)/inflow before use (19,430) 12,591 20,115 of liquid resources and financing Management of liquid resources Cash released from/(placed on) 5,178 - (4,998) short term deposits Current asset investments 2,017 (4,982) (9,161) Financing Issue of ordinary share capital 1,236 46 211 New loans 107,211 450 28,188 Repayment of loans (50,814) (12,651) (35,916) Net cash inflow/(outflow) from 57,632 (12,155) (7,517) financing Increase/(decrease) in cash 45,398 (4,546) (1,561) Basis of Preparation and Accounting policies The unaudited results for the half-year to 30 June 2001 have been prepared in accordance with UK generally accepted accounting principles. The accounting policies applied are those set out in the Group's 2000 Annual Report and Accounts. The information relating to the year ended 31 December 2000 is an extract from the latest published accounts which have been delivered to the Registrar of Companies. The audit report on the published accounts was unqualified and did not contain a statement under section 237 (2) or section 237 (3) Companies Act 1985.

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