Annual Report 2019 and Notice of 2020 AGM

RNS Number : 0376P

Harworth Group PLC

05 June 2020

 

5 June 2020       LEI: 213800R8JSSGK2KPFG21

Harworth Group plc

Annual Report 2019 and Notice of 2020 Annual General Meeting

Harworth Group plc ("Harworth" or the "Company" or the "Group") announces that it has today published its Annual Report and Financial Statements for the financial year ended 31 December 2019 (the "Annual Report 2019") and Notice of 2020 Annual General Meeting . 

The 2020 Annual General Meeting will be held on Monday 29 June 2020 at 8.00a.m. at Unit 5A, Advanced Manufacturing Park, Brunel Way, Waverley, Rotherham S60 5WG.  Due to the current restrictions on movement introduced by the UK Government in response to the COVID-19 pandemic, regrettably shareholder attendance at the Annual General Meeting will not be possible.  Although shareholders will not be able to attend the Annual General Meeting in person, they will still be able to ensure their votes are counted by using the proxy facility to appoint the Chair of the meeting to cast their vote for them.  

Shareholders can also submit questions in advance of the Annual General Meeting by emailing them to [e-mail]. Responses will be provided in writing as soon as practicable and, where a series of questions follow a common theme, responses will be published on the website at www.harworthgroup.com/investors.

Following the conclusion of the Annual General Meeting the results will be announced via Regulatory News Service and made available on the Company's website at www.harworthgroup.com.

The following documents have been posted or made available to shareholders today:

1.  Annual Report 2019;

2.  Notice of 2020 Annual General Meeting; and

3.  Form of proxy for the 2020 Annual General Meeting.

A copy of each of the above mentioned documents has been submitted to the National Storage Mechanism and will be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

Both the Annual Report 2019 and the Notice of 2020 Annual General Meeting can be viewed at, and downloaded from, the Company's website at www.harworthgroup.com/investors/ .

Reference is made to the Company's preliminary results announcement published on 17 March 2020 (RNS number 3590G).  In addition to the information in that announcement, in accordance with Rule 6.3.5(2)(b) of the Disclosure and Transparency Rules, the Company also sets out below the following extracts from the Annual Report 2019 in full text:-

Statement of Directors' responsibilities

Principal risks and uncertainties

STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE FINANCIAL STATEMENTS

The Directors are responsible for preparing the Annual Report and Financial Statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have prepared both the Group and the Company Financial Statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.

Under Company law the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group and Company for that period.

In preparing the Financial Statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable IFRSs as adopted by the European Union have been followed, subject to any material departures disclosed and explained in the Financial Statements; and

• prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the Company and Group will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the Financial Statements comply with Companies Act 2006 and Article 4 of the IAS Regulation.

The Directors are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the Company's website www.harworthgroup.com. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Responsibility statements

Each of the Directors who were in office during the year ended 31 December 2019 and up to the date of the Annual Report 2019 (see the list of names and roles on page 120 of the Annual Report 2019) confirms that, to the best of their knowledge:

• the Group and Company Financial Statements, which have been prepared in accordance with applicable IFRSs as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit and loss of the Company and Group; and

• the Strategic Report includes a fair review of the development and performance of the business and the position of the Group and the Company, together with a description of the principal risks and uncertainties they face; and

• the 2019 Annual Report and Financial Statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Group's and Company's position, performance, business model and strategy.

Going concern

In assessing going concern and determining whether there are material uncertainties, the Directors consider the Group's business activities, together with factors that are likely to affect its future development and position.

A review of the Group's cashflows, solvency, liquidity positions and borrowing facilities has taken place alongside a review of progress against the five-year strategic plan projections. A key focus of the assessment of going concern is the management of liquidity and compliance with borrowing facilities for a minimum of the next 12 months.

In light of the current COVID-19 pandemic, which has had a significant impact on the Group and the wider economy, the first 18 months of the strategic plan have been revised, reflecting management actions implemented in response and to reflect the effect and estimated impact of COVID-19. At this stage, although we are starting to see a phased easing of restrictions on movement, it cannot be known with any certainty how long and to what extent restrictions will remain in place, or the time it will take for the macro-economic climate and our markets to recover.

The Group continues to remain in a strong position to withstand the potential impact, with cash and bank headroom of £64m (as at 30 April 2020). The spread of sites across its three core regions, and at all stages of their lifecycle, has enabled the close management of non-committed expenditure to preserve liquidity. The Group benefits from diversification across its Capital Growth and Income Generation businesses including an industrial and renewable energy property portfolio. The Income Generation portfolio has continued to generate income that covers the overheads of the business and interest from loan facilities, with rent collections for the March quarter being broadly in line with previous quarters.

COVID-19 has created heightened risks with the potential to severely but, to a large extent, temporarily impact the Group's liquidity. The key risks to short-term viability in the context of COVID-19 are:

• Finance - availability of capital, alongside shortfalls in income and valuation processes;

• Markets - a severe but temporary downturn in the residential and commercial markets could reduce potential sales of serviced land and have an adverse impact on valuations;

• Delivery - social distancing creating delays in project works on sites and in determining live planning applications; and

•               People - capacity and productivity are affected.

Since the onset of COVID-19, a number of management actions have been taken to adapt the Group. Capital has been prioritised on sites where committed sales are in place resulting in infrastructure spend continuing on six major development sites. Sales of strategic and non-core land have continued as expected and new lettings have been secured on properties. Discretionary overhead expenditure has been reduced where possible. This aligns with our existing strategy to manage cashflows to fund our development spend and acquisition activity.

In April 2020, RBS and Santander agreed to increase the limit of the Revolving Credit Facility to £130m and provide greater flexibility on covenants for the next 12 months. After due consideration of the ongoing economic uncertainty, the Board has taken a prudent decision to not recommend a final dividend of 0.7p per share for the financial year ended 31 December 2019, preserving a further £2.2m of cash.

These actions have strengthened further what was an already robust liquidity position as we look ahead over the next 12 months. Whilst the immediate focus is on the short-term liquidity, the longer-term impact of COVID-19 is also being considered.

Balance sheet and cashflow remain resilient throughout downside scenario analysis

A revised forecast was prepared to reflect the impact of COVID-19 and actions taken as set out above with a persisting downturn in activity during 2020 and a medium-term recovery of the economy thereafter. Furthermore, a sensitised forecast was produced that had a number of severe but plausible downsides reflected. These downsides included:

• a severe reduction in sales to the housebuilding sector with the associated development spend being reduced to that which is only committed at this point

• Minimal level of acquisitions spend

• Reduced overhead and discretionary expenditure

• Notwithstanding strong rent collection to date in line with previous quarters, a material reduction in rents collected over the majority of the going concern assessment period

• A decline in land values and widening of industrial yields

Even allowing for these downsides, for at least 12 months from the signing of the financial statements, the Group continues to have sufficient cash reserves, continues to operate with headroom on lending facilities and associated covenants and has additional mitigation measures that could be deployed to create further cash and covenant headroom.

Based on these considerations, together with available market information and the Directors' knowledge and experience of the Group's property portfolio and markets, the Directors considered it appropriate to adopt a going concern basis of accounting in the preparation of the Company's and Group's financial statements.

Disclosure of information to the auditor

Each of the Directors who were in office at the date of approval of the Annual Report 2019 also confirms that:

• so far as they are aware, there is no relevant audit information of which the auditors are unaware; and

• each Director has taken all the steps that he/she ought to have taken as a Director to make himself/herself aware of any relevant information and to establish that the Group's and Company's auditors are aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 Companies Act. This Statement of Directors' Responsibilities was approved by the Board and signed by order of the Board:

Chris Birch

Group General Counsel and Company Secretary

4 June 2020

PRINCIPAL RISKS AND UNCERTAINTIES

We are presenting Harworth's principal risks and uncertainties in the Annual Report 2019 against the unprecedented backdrop of the COVID-19 global pandemic. Like all businesses, the pandemic has a severe, but temporary, adverse impact on the risk profile of our business. To give shareholders full but balanced disclosure we have presented Harworth's risk profile prior to the onset of the pandemic but with an overlay showing its temporary impact.

"Business as usual" risk profile

During 2019, Harworth operated against a backdrop of heightened economic and political instability surrounding the UK's exit from the European Union. That backdrop did not have a materially increased adverse effect on the housing, logistics and manufacturing markets in Harworth's core regions, due to their long-term fundamentals, but the Board was mindful that these macro conditions had the potential to lead to a downturn in the regional residential and/or commercial property markets in which Harworth operates. That being so, our residential and commercial property Markets risks retained a "high" status in the Group Risk Register (GRR) throughout 2019. Those Markets risks have returned to a "medium" status following the latest review of the GRR, reflecting the decisive outcome of the General Election and the UK's departure from the European Union at the end of January 2020. We believe this has generated increased political stability and resulted in improved sentiment across both the commercial and residential property markets in at least the short-term. The Board continues to monitor Markets risks closely given that commercial markets in some instances are considered to be operating late-cycle and macroeconomic uncertainty remains and is likely to increase as we approach the end of the transition period agreed with the European Union.

The macro-political backdrop did lead to turbulence at a local political level, manifested by changes in local government control at the May local elections and in local planning policy, creating planning headwinds for a handful of our projects. These headwinds persist and are reflected in the "high" risk status of our planning Delivery risk (rather than in our Politics category, as to which see below). Evidence post-election suggests these headwinds may begin to subside and we will continue to monitor this closely throughout the year.

The UK also remains a highly competitive landscape for strategic site acquisitions and, despite our success in securing new sites and projects in 2019 and strong pipeline, this is a reflected in a "high" acquisition Delivery risk status. Over the short term, we expect that more acquisition opportunities will come forwards on which we are well placed to capitalise. All other Delivery risks remain unchanged, with a "medium" risk status.

In terms of Finance risks, our capital and income risks continue to carry higher risk scores. This reflects that expanding our capital sources and increasing the breadth and resilience of our income portfolio, in both cases to support the growth of the business, remain strategic priorities. Over the course of 2019, we have seen lower income from coal fine sales, reflecting an accelerated reduction in reliance on coal fired power stations. Although the trend for coal fine sales is anticipated to continue, overall we expect these risks to reduce in the medium term as our strategy is implemented. There has also been an increase in our insurance risk, due to challenging market conditions, which has resulted in material increases in some insurance premiums, albeit a large proportion of these increases are passed onto tenants. We expect this risk to remain unchanged, if not increase, over the next 12 months and will be undertaking a robust renewal exercise for 2021.

Whilst the macro-political backdrop and local political climate are reflected in our Markets and Delivery risk categories, our Politics category risks are informed by changes in central Government policy. Overall, this category remains largely unchanged, with increases in certain risks offset by reductions in others.  Our People and Legal and Regulatory risks remain largely unchanged and no material movements are expected over the next 12 months. Most of our Governance risks retain a "medium" risk status, notwithstanding modest reductions in our internal controls and cyber security Governance risks, following measures implemented in 2019.

Our Environment and Social risk categories were new to the GRR in 2019, reflecting emerging risks identified by our bi-annual reviews, and our focus on business purpose, the sustainability and environmental impact of our projects, and the effectiveness of our engagement with local communities and other key stakeholders.  These risks carry a mixture of "low" and "medium" scores. They are long-term risks, the status of which is not expected to change materially over the next 12 months.

Impact of COVID-19

The COVID-19 pandemic has caused temporary increases across approximately half of our risks in the Delivery, People, Finance, Governance, Markets and Politics categories. In some cases those increases are severe, albeit temporary. In all cases we have acted quickly to implement measures to mitigate increase risks.

On pages 32 to 36 of the Annual Report 2019 there is a detailed analysis of the Group's risks and uncertainties grouped into our nine principal risk categories. On pages 36 and 37 of the Annual Report 2019 there is analysis of how the COVID-19 pandemic has affected the status of certain of those risks.

RISK CATEGORY: DELIVERY OVERALL RISK PROFILE: MEDIUM
	Current risk profile (after mitigation)		Change in risk rating during 2019	Forecast change in risk rating during 2020
1.Acquisitions	High		Unchanged	Decrease
2.Planning	High		Increased	Decrease
3.Project delivery	Medium		Unchanged	Unchanged
4.Other operational shortfalls	Medium		Unchanged	Unchanged
5.Mining legacy	Medium		Increased	Decrease
Commentary: Our acquisitions risk continues to carry a high risk score, reflecting the competitive market for strategic land sites. We expect that, over the short-term, more acquisition opportunities will come to market and the competition for sites will ease somewhat. Planning risk has increased, but we expect headwinds to subside as the political climate settles down and are confident that the sustainability of our projects, and our intensive engagement and collaborative approach with local authorities and communities, will mitigate this risk over the medium to long-term. Our mining legacy risk has increased temporarily whilst we undertake planned filling works on certain legacy mine shafts over coming months. This will return to a low risk during the year once those works are completed and as more surplus legacy sites are sold.
Examples of mitigation taken during 2019 • Acquisitions, planning and project managers have been appointed in each of the regions. Our Central Services team has alsobeenestablishedtosupporttheregionalteamsandpromote consistency on planning and engineeringworkstreams. • We have established a "Harworth Common Platform" which promotesaconsistentapproachtokeyworkstreamsincluding acquisitions, planning promotion and projectdelivery.		Examples of mitigation measures planned in 2020 • Localpoliticaladviserswillbeappointedtoassessplanningriskonhigh-riskacquisitionsitesand advise on local political stakeholderengagement. • Furtherworktobeundertakenonstandardfinancialmodelforacquisitionandplanningpromotion agreementappraisals. • Shaft fillingworks.

RISK CATEGORY: LEGAL AND REGULATORY OVERALL RISK PROFILE: LOW
	Current risk profile (after mitigation)		Change in risk rating during 2019	Forecast change in risk rating during 2020
6.Health and safety incident	Medium		Unchanged	Unchanged
7.Other regulatory breach	Low		Unchanged	Unchanged
8.Legislative and regulatory changes	Low		Unchanged	Unchanged
Commentary: There have been no material movements to the risks in this category.
Examples of mitigation measures taken during 2019 • Group-wide Health and Safety Day together with ongoing programme of onlinetraining. • Advice taken on impact ofIR35.		Examples of mitigation measures planned in 2020 • Appointmentofwiderpanelofhealthandsafetyconsultants. • Implementation of IR35measures. • Compliance with payment practicesreporting.

RISK CATEGORY: PEOPLE OVERALL RISK PROFILE: MEDIUM
	Current risk profile (after mitigation)		Change in risk rating during 2019	Forecast change in risk rating during 2020
9.Resourcing	Medium		Unchanged	Unchanged
10.Succession	Medium		Unchanged	Unchanged
11.Employee engagement	Low		New Risk	Unchanged
12.Communication and connectivity	Medium		Unchanged	Unchanged
13.Diversity	Medium		Unchanged	Unchanged
14.Culture	Medium		Unchanged	Unchanged
Commentary: Employee engagement is a new risk and, as such, has no previous risk score. Its low risk score reflects the extensive work undertaken on this during 2019. All other risks remain largely unchanged and no material changes in risk profile are expected over the coming year. This reflects that, whilst our people are critical to the success of the businessand,assuch,peopleriskscarrysignificantresidualrisk,wemaintainafocusonresourcing,successionplanning,engagementandcommunication,tomitigatethem. Ourdiversityriskscoreremainsunchanged,acknowledgingthat,whilstprogresshasbeenmadeongenderdiversityataseniorlevel,wearekeentoimprovediversityinits widestsenseandatalllevelsofthebusinessandthisremainsalong-termchallenge.
Examples of mitigation measures taken during 2019 • Recruitmentintoregionalandcentralsupportteams. • Comprehensive succession, talent and developmentmanagement planning exerciseundertaken. • Significantworkundertakenonemployeeengagement-seethe Strategic Report at pages 56 and57 of the Annual Report 2019. • TalentDevelopmentProgrammeestablished-seeStrategicReport at page94 of the Annual Report 2019. • "Harworth Values"established.		Examples of mitigation measures planned in 2020 • Furtherrecruitment:HeadofIncome,BusinessSpaceresource,centralsupportresources. • Maintenance,reviewofeffectiveness,andevolutionofexistingmeasures,particularlyaround engagement and internalcommunications. • Harworth Intranet to belaunched. • MorePLCBoardandManagementBoardmeetingstobeheldinregionaloffices. • Integrationof"HarworthValues"intorecruitment,appraisals,remunerationandrecognitionand internalcommunications.

RISK CATEGORY: FINANCE OVERALL RISK PROFILE: MEDIUM
	Current risk profile (after mitigation)		Change in risk rating during 2019	Forecast change in risk rating during 2020
15.Availability of capital	High		Unchanged	Unchanged
16.Income	High		Unchanged	Unchanged
17.Cashflow	Medium		Unchanged	Unchanged
18.Valuations	Medium		Unchanged	Unchanged
19.Insurance	Medium		Increased	Increase
Commentary: A higher risk associated with capital availability reflects that, whilst we have low gearing and headroom in our Revolving Credit Facility, securing additional capital to support our growth remains a priority. We anticipate that public funding opportunities will increase through regional devolution and investment and that, overall, capital risk will reduce over the medium-term. Our income risk score remains high, acknowledging that the lifespan of our coal fines sales has shortened and that our strategy remains to increase the breadth and resilience of our income portfolio. We forecast a reduction in this risk over the medium-term, reflecting the ongoing implementation of our strategy. Our insurance risk has increased due to challenging market conditions resulting in material increases in insurance premiums, albeit a large proportion of these increases are passed onto tenants. This was mitigated at the 2020 renewal by a rate stability agreement with our incumbent insurer but will be a challenge for the 2021 renewal.
Examples of mitigation measures taken during 2019 • AcquisitionofinvestmentpropertiesinBrighouse,Glossopand Sherburn. • Externalreviewofyear-endvaluationsprocess(seeAudit Committee report at page99 of Annual Report 2019). • Reorganisation of Financeteam.		Examples of mitigation measures planned in 2020 • AppointmentofPartnershipsManagertosupportpublicfundingapplicationsand,vianewCFO, renewed engagement with HomesEngland. • AppointmentofHeadofIncomeandadditionalBusinessSpaceresource. • AdditionalbusinesspartnerresourceintheFinanceteam. • Investmentpropertyacquisitionsanddirectdevelopmentwhereappropriate. • Reviewofinsurancebrokerageappointmentandre-marketingofinsuranceprogramme.

RISK CATEGORY: ENVIRONMENT OVERALL RISK PROFILE: LOW
	Current risk profile (after mitigation)		Change in risk rating during 2019	Forecast change in risk rating during 2020
20.Enviornmental incident	Medium		Unchanged	Unchanged
21.Harworths environmental impact	Low		New risk	Unchanged
22.Climate change	Low		New risk	Unchanged
Commentary: Thisisanewriskcategory.Ourenvironmentalincidentrisk,previouslylocatedintheLegalandRegulatorycategory,continuestocarryamediumriskprofile.Whilstthe prospectisconsideredunlikelytheimpactofanincidentcouldbematerial.Assuch,giventhenatureofthebusiness,theprofileofthisriskisunlikelytoreducefurther. Environmentalimpactandclimatechangearetwonewrisksandsohavenopreviousriskscores.Thecurrentlowriskscoresreflectthat,overall,Harworth'sprojectshave apositiveenvironmentalimpact,andwearerisingtothechallengeof"future-proofing"ourprojectsintermsofenergyusageandthemovetozerocarbon,andthatthe portfoliowithstoodthe2019floodinginSouthYorkshirewithoutanymaterialadverseimpact.
Examples of mitigation measures taken during 2019 • Appointment of new environmentalconsultants. • ESOS auditundertaken. • Seemitigationmeasuresundertakenonbio-diversityinPolitics section below. • Existingfutureproofingmeasuresemployedacrossoursites.		Examples of mitigation measures planned in 2020 • Seemitigationmeasuresplannedonbio-diversityinPoliticssection below. • Betterarticulationof"theHarworthWay"ininvestormaterialsincludinggreateranalysisof environmentalimpactandsustainabilityofourprojects. • PromotionofrailfreightsitestoreduceHGVuse. • Wewillcontinuetooperatea"re-useandre-cycle"approachtositeremediationtominimiseoffsite waste and importation of virginmaterials. • Wewillcontinuetofactorclimatechangeguidanceintoremediationandinfrastructuredesign. • Progressionofpartnershipwithenergysuppliersinconnectionwithon-siteenergygenerationfor residentialdevelopments .

RISK CATEGORY: SOCIAL OVERALL RISK PROFILE: MEDIUM
	Current risk profile (after mitigation)		Change in risk rating during 2019	Forecast change in risk rating during 2020
23.Purpose	Medium		New risk	Unchanged
24.Sustainability	Medium		New risk	Unchanged
25.Communities and stakeholders	Medium		New risk	Unchanged
Commentary: This is a new category of risks, reflecting emerging risks and the Board's and Management Board's focus on business purpose, the sustainability of our projects, and the effectiveness of our engagement with local communities and our other key stakeholders. A medium risk in relation to purpose reflects the refinement of our business purpose but recognizes the need to embed a formal consideration of purpose into our assessment of projects. A medium sustainability risk reflects the challenge we face in "future- proofing" our projects in terms of site infrastructure, community amenities and transport links. A medium risk score for communities and stakeholders acknowledges the work we have undertaken on stakeholder mapping but also the need for community and stakeholder impact to become a more fundamental part of project appraisals.
Examples of mitigation measures taken during 2019 • 2019 Strategy Day: detailed discussion about purpose resulting in agreedstatement. • Initialviabilityreviewsundertakenonenergyproduction initiatives for commercialdevelopments. • Stakeholdermapping.		Examples of mitigation measures planned in 2020 • Embedconsiderationofpurposeintoassessmentofprojects. • Progressfundingbidsforinnovativetransportmeasures,healthandwellbeingand5Gprovisionat newdevelopments. • Betterarticulationof"theHarworthWay"ininvestormaterialsincludinggreateranalysisofsocietal impact and sustainability of ourprojects. • ApilotsustainableenergyprojectatKellingley. • EmbedintoBoardprojectappraisalsaconsiderationofcommunityimpact.

RISK CATEGORY: GOVERNANCE OVERALL RISK PROFILE: MEDIUM
	Current risk profile (after mitigation)		Change in risk rating during 2019	Forecast change in risk rating during 2020
26.Investors	Medium		Unchanged	Unchanged
27.Internal controls and processes	Medium		Decreased	Unchanged
28.Joint ventures	Medium		New risk	Decrease
29.Cyber and information security	Medium		Decreased	Unchanged
30.Business continuity	Medium		New risk	Unchanged
Commentary: This is an expanded risk category. Our Investors risk remains unchanged reflecting that, whilst diversification of our share register and liquidity in our shares has improved during 2019, the evolution of our investor communications and engagement is a long-term objective. Our internal controls and cyber and information security risks have reduced following extensive work on the "Harworth Common Platform", data management and information security during 2019, albeit medium risk status remains for both given the potential impact of such risks. Our joint venture risk, previously located in the Delivery category, has been expanded from pure financial risk (insolvency of counterparties) to a wider governance risk. Business Continuity is a new risk with a medium risk profile, reflecting that Business Continuity and IT Incident Response Plans are now in place, have been tested but will remain subject to regular review and improvement.
Examples of mitigation measures taken during 2019 • New website launched, including improved investorssection. • Externalreviewofyear-endvaluationsprocess(seeAudit Committee report at page99 of the Annual Report 2019). • Establishment of "Harworth CommonPlatform". • Overhaul of datamanagement. • Establishmentofinformationsecurityfunctionandupgradesto ITnetwork. • DesktoptestofBusinessContinuityPlanandITIncidentResponse Plan.		Examples of mitigation measures planned in 2020 • Managementandauditof"HarworthCommonPlatform"andnewdatamanagementplatform. • EvolutionofManagementBoardandBoardreporting. • Consistent approach to joint venturegovernance.

 

RISK CATEGORY: MARKETS OVERALL RISK PROFILE: MEDIUM
	Current risk profile (after mitigation)		Change in risk rating during 2019	Forecast change in risk rating during 2020
31.Commercial property market	Medium		Decreased	Unchanged
32.Residential property market	Medium		Decreased	Unchanged
33.Energy market	Low		Unchanged	Unchanged
34.Adaptation of strategy	Medium		Unchanged	Unchanged
Commentary: We have seen a reduction in commercial and residential property market risks, reflecting the political certainty afforded by the General Election result, which has resulted in improved sentiment across both the commercial and residential property markets in the short-term. However, in the medium term, commercial markets are in some instances considered to be operating late-cycle and macro-economic uncertainty remains. The sale of our solar portfolio has removed our exposure to solar market fluctuations, but this is offset by the shorter lifespan of our coal fines market. Our strategy remains appropriate but is subject to regular review as macro-environment evolves and markets move.
Examples of mitigation measures taken during 2019 • Establishmentofregionalofficesisalreadyincreasingopportunitiesand mitigatingagainstmarketmovementsataregionallevel. • Sale of solarportfolio.		Examples of mitigation measures planned in 2020 • Continuetobroadengeographicalsearchforacquisitionsandfootprintofprojects. • Explorationofalternativeresidentialtenuresincludinganalysisand,ifviable, implementationofalternativeaffordablehousingdeliverymodel.

RISK CATEGORY: POLITICS OVERALL RISK PROFILE: MEDIUM
	Current risk profile (after mitigation)		Change in risk rating during 2019	Forecast change in risk rating during 2020
35.Planning policy changes	Medium		Unchanged	Unchanged
36.Other policy changes	Medium		Unchanged	Unchanged
Commentary: Overall, political risks remain largely unchanged with increases and decreases in certain risks balancing each other out. There now appears to be limited prospect of a Land Value Capture tax in the short-term, but there remains a risk of alternative measures having a similar effect, such as higher s106 contributions, increased affordable housing requirements and bio-diversity off-setting. Government support for Help to Buy remains in place (with modifications) until 2023. The outcome of the General Election and subsequent Government announcements has raised the prospect of more regional investment in the North and Midlands including on HS2, and of an extension of devolution powers and monies.
Examples of mitigation measures taken during 2019 • We have engaged an external consultant to advise on the prospect of our establishingabio-diversity"bank"andtoundertakeanappraisaloftwopilot schemes. • Pro-activeengagementwithHS2Limitedonourtwosafeguardedsites		Examples of mitigation measures planned in 2020 • OurNaturalResourcesdivisionwillexaminetheviabilityofthebio-diversitypilot schemes proposed by our externalconsultant. • NegotiationswithHS2Limitedonourcompensationclaims. • PublicfundingapplicationstobemadefollowingannouncementofSheffieldCity Regiondevolution.

IMPACT OF COVID-19 ON RISK PROFILE

The table below indicates where the profile of certain of our risks has been affected by COVID-19.  Where the table appears to show no movement in risk status, there has been a small increase in risk score but within the same risk status banding.

 

	Risk status prior to COVID-19	Risk status after COVID-19
RISK CATEGORY: DELIVERY
1. Acquisitions	High	High
2. Planning	High	High
3. Project delivery	Medium	High
4. Operational shortfalls	Medium	Medium
RISK CATEGORY: PEOPLE
9. Resourcing	Medium	High
12. Communication and connectivity	Medium	High
RISK CATEGORY: FINANCE
15. Availability of capital	High	High
16. Income	High	High
17. Cashflow	Medium	High
18. Valuation	Medium	High
19. Insurance	Medium	Medium
RISK CATEGORY: GOVERNANCE
26. Investors	Medium	High
27. Internal controls and processes	Medium	Medium
29. Cyber and information security	Medium	Medium
RISK CATEGORY: MARKETS
31. Commercial property market	Medium	Very High
32. Residential property market	Medium	Very High
34. Adaptation of strategy	Medium	Medium
RISK CATEGORY: POLITICS
36. Other policy changes	Medium	Very High
Commentary: • Politics.  Governmentrestrictionsonmovementarehavingasevereadverseeffectacrossthebusiness,reflectedintheincreasedstatusofrisksshowninthedashboard above and the narrativebelow. • Markets.  Adownturnincommercialandresidentialpropertymarketsisanticipated,albeitindustrialandlogisticsmarketexpectedtoweatherandbouncebackmore quicklythanothersectors.Pipelinesales,directdevelopmentandvaluationslikelytobeadverselyaffected. • Delivery.  Progressionofpipelineacquisitionswillbehamperedbysocialdistancingmeasures.However,asweemergefromCOVID-19restrictions,therearelikelytobe acquisition opportunities we can capitalise on, subject to the availability of capital. The progression of certain planning applications could be slowed given the practical challenges,andcompetingpriorities,facedbyplanningauthorities.Planningdelaysarelikelytomeanvaluegaindeferrals.Progressionofearthworksandinfrastructure works,togetherwithdirectdevelopment,moredifficultduetoGovernmentrestrictionsonmovement,albeitinfrastructureworksonsixmajordevelopmentsiteshave continuedandactivityispickingupasrestrictionsstarttoease.Thiscouldaffectthetimingofcompletionofsalesandreceipts. • Finance.  Theavailabilityofcapitalwillbeconstrainedoverthecomingmonthsand,asaresult,cashflowwillcomeunderpressure,largelyduetodeferralsofsalesand scheduledpaymentsandreductioninBusinessSpaceandNaturalResourcesrentreceipts.However,wehavecontinuedtocompletesomesales(includingamaterialsale for£13m)andourseniorlendershaveagreedtoextendourRCFby£30mto£130m,whichmitigatesthisrisktoalargeextent.Itistooearlytoknowwhattheimpactwill beonvaluationsbuttheymayinclude"materialuncertainty"clauses.Asmallincreaseinourinsuranceriskreflectsthatinsurerappetitemaybeadverselyaffectedforour 2021renewal. • People.  Allemployeeshaveadaptedtoremoteworking,butcapacityandproductivityhasbeenadverselyaffectedbyworkingfromhomepolicyandclosureofschools. Wehavenotyetseenwidespreadillnessacrossthebusinessbutcontingencyplansareinplaceshouldthisoccur.Maintaininginternalcommunicationandconnectivityis morechallenginginaworkingfromhomeenvironment. • Governance.  Increaseininvestorsriskreflectssharepricevolatilityandthewiderstockmarketsentiment.Certaininternalcontrolsandprocesseshaverequired adaptationtoreflecthomeworkingbuttheseprocessesremainrobustandareoperatingeffectively.Thereisasmallincreaseincyberandinformationsecurityrisk becausethevolumeofcyber-attackshasincreasedglobally.
Examples of mitigation measures implemented: • PlannedBusinessContinuitymeasuresimplementedtofacilitatehomeworkingandmaintainconnectivitywithinternalcolleaguesandexternalstakeholders. • Cashflowisbeingmonitoredandmanagedverycarefullyincluding:reductioninpurchaseorderapprovallevels;atemporarypauseonuncommitteddevelopment expenditure;andcloseliaisonbetweenFinanceteamandalldivisionsonsalesandexpenditure,meaningreal-timeupdatestocashflowforecasts. • EarlyengagementwiththeGroup'sprincipallendershasledtoextensionofourrevolvingcreditfacilityby£30mto£130m. • Proactiveengagementwithtenants,counterpartiestocompleted,exchangedandpipelinesales,andcontractorsandconsultants. • TheBoardisnotrecommendingafinaldividendforFYE'19butwillconsideranadditionalinterimdividendforFYE'20. • Changesimplementedtocertainfinanceprocesses(suchaspurchaseorderandinvoiceapprovals)andtotheprocessforexecutinglegaldocumentstoaccommodate homeworking,albeiteffectivecontrolsremaininplace. • Contractualreviewsundertakenbylegalpanelfirmstoinformengagementwithcounterparties. • Volumeandfrequencyofinspectionsincreasedforsitesthathavebeenvacated,subjecttocompliancewithGovernmentrestrictions. • Internalconnectivityandcommunicationhasbeenmaintained.Mostdivisionsarehostingregular(dailyortwiceweekly)meetingsviaMicrosoftTeams.Increased frequencyofseniormanagementmeetings.Regularcommunicationstoallemployeesviaemailandbusiness-wideupdatecalls. • Workstreamsprioritisedand,wherenecessary,reallocatedtoaccommodatestaffchildcareobligations.Aplanhasbeenworkeduptoensurecoverformembersofthe seniormanagementteamintheeventofillness. • Mentalhealthfirst-aidersarespeakingtoeveryemployeeonaone-to-onebasis. • ITmanagedserviceproviderandinformationsecuritymanageronhighalertforcyber-attacks.Communicationstoemployeestoremainvigilantdespiteoperational challenges.

Cautionary statement and Directors' liability

The Annual Report 2019 contains certain forward-looking statements which, by their nature, involve risk, uncertainties and assumptions because they relate to future events and circumstances.  Actual outcomes and results may differ materially from any outcomes or results expressed or implied by such forward looking statements.  Any forward-looking statements made by or on behalf of the Group are made in good faith based on current expectations and beliefs and on the information available at the time the statement is made.  No representation or warranty is given in relation to these forward-looking statements, including as to their completeness or accuracy or the basis on which they were prepared, and undue reliance should not be placed on them.  The Group does not undertake to revise or update any forward-looking statement contained in the Annual Report 2019 to reflect any changes in its expectations with regard thereto or any new information or changes in events, conditions or circumstances on which any such statement is based, save as required by law and regulations.  Nothing in the Annual Report 2019 should be construed as a profit forecast.

The Annual Report 2019 has been prepared for, and only for, the shareholders of the Company, as a body, and no other persons.  Neither the Company nor the Directors accept or assume any liability to any person to whom the Annual Report 2019 is shown or into whose hands it may come except to the extent that such liability arises and may not be excluded under English law.

Annual General Meeting

The Notice of 2020 Annual General Meeting, to be held on Monday 29 June 2020 at 8.00a.m. at Unit 5A, Advanced Manufacturing Park, Brunel Way, Waverley, Rotherham S60 5WG, together with explanatory notes on the resolutions to be proposed is contained in a circular sent or made available to shareholders on 5 June 2020.

-ENDS-

Enquiries:

Harworth Group plc Chris Birch, General Counsel and Company Secretary	T: 0114 349 3133
	E: [e-mail]

About Harworth Group

Listed on the premium segment of the main market, Harworth Group plc (LSE: HWG) invests to transform land and property into sustainable places where people want to live and work. Harworth owns and manages a portfolio of approximately 18,000 acres of land on around 100 sites located throughout the North of England and Midlands (harworthgroup.com).

 

END

 

 

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