Final Results

REAL ESTATE INVESTORS PLC PRELIMINARY RESULTS FOR THE YEAR ENDED 31 DECEMBER 2005 Real Estate Investors PLC ("REI" or "the Company"), the commercial property investment company, today announces its preliminary results for the year ended 31 December 2005. Highlights: *Gross property assets up 31% to £19.8m (2004: £15.1m) *Rental income increased to £1.2m (2004: £0.2m) *Net assets up 61% to £5.8m (2004: £3.6m), equivalent to 12.83p per share (excluding increase in value of trading stock and negative goodwill) *Pre-tax profit for first full year of trading *Year end balance sheet cash £1.1m. *20.3 million new REI shares issued at premium to market price. *10.5 million new shares placed with investors. *25 year institutional debt secured. *Recent acquisition of investment in West Midlands For further information please contact: Peter Lewin - Chief Executive 01923 776633 Malcolm Lewin - Finance Director www.reiplc.com Christopher Joll - MJ2 Ltd 0207 491 7776 CHAIRMAN'S STATEMENT I am very pleased to report again to our shareholders on an active 12 months for REI. Our gross property assets increased over the year by 31% from £15.1m to £19.8m. Rental income for 2005 was £1.2m compared to £0.2m for the six and a half months to 31 December 2004. Net assets increased by £2.2m from £3.6m to £5.8m, an increase of 61%. Balance sheet net asset value per share rose by 17% from 9.52p to 11.10p. This latter figure excludes a significant increase in the value of our trading stock, which is not revalued in the accounts. After adding back negative goodwill, the net asset value per share increased by 8% from 11.91p to 12.83p. I am pleased to report that, following the pre-tax loss of £97,000 for our initial six month startup period to 31 December 2004, we have now made sufficient progress to achieve our objective of moving the business into surplus in 2005, with a pre-tax profit of £20,000, and we aim to make significant further progress during 2006. We have also started the current year with £1.1m of cash balances, which provide a base for further expansion. To say that the UK property markets remain challenging is something of an understatement, but your directors have experience of tough markets, and the Company's progress over the past twelve months is evidence of our ability to achieve our targets. The present low interest rate structure in the UK and the unprecedented volumes of money being lent to the property sector have pushed yields down to levels not seen in modern times. The attractions of well let commercial property are now widely appreciated, not just by professional property investors but by a range of investors who have been disappointed with alternative investment opportunities; business therefore remains highly competitive. Nevertheless, vendors of suitable properties are prepared to invest in REI and we continue to acquire the quality investments which meet our strict criteria. Since flotation in 2004, REI has created the stable and profitable platform that will allow us to grow and expand the Company. Continued growth will include corporate investments. Several such opportunities are under consideration at the present time and I hope to be able to provide you with further details about these in the near future. Our portfolio continues to grow and, with our recent acquisition in West Bromwich (purchased since the year end), currently stands at £20.9 million. I would like to describe in brief the purchases completed over the past 12 months, several of which I have advised you of in earlier statements. The purchase of the share capital of 3147398 Limited, the former Bacchus Estates Limited, which completed in January 2005 for a consideration of £9 million in respect of the underlying properties, brought 13 commercial properties into the portfolio and they are performing well. Similarly, the five property KBR portfolio has extended our activities into new locations in the UK. We have purchased a retail investment in Hemel Hempstead town centre, let to Centrica PLC, and the disposal of our A3 leisure investment in Battersea, London, generated £360,000 of cash. All of these purchases involved the issue to the vendors of new REI shares and this strategy will continue. Our flexible capital structure has enabled our stockbrokers, Seymour Pierce Ellis, to satisfy investor demand with two share placings, generating £1.06 million of cash before expenses. REI started 2006 with the purchase of a town centre office investment in West Bromwich, which is let on a long lease to a prominent West Midlands firm of solicitors. The consideration paid of £1,100,000 included the issue to the vendors of 1,000,000 new REI ordinary shares at 10 p per share. The investment is being funded by way of a 25 year, fixed interest, institutional mortgage. 2006 offers us continuing opportunities and I shall look forward to advising you of our further progress. At this stage, the directors are not recommending the payment of a dividend. Please visit our website, www.reiplc.com, where financial information and announcements of property deals can be viewed. Continuously updated news on REI can be viewed and Company announcements can be e-mailed directly to you. As was the case last year, we will not be spending money on an illustrated annual report. Photographs and much else will be available at our website. Our active year has been made possible by the application and hard work of our loyal staff. The constraints of tight overhead control result in staff numbers being low and I thank them all for their considerable efforts during the year. I shall look forward to announcing further activity, shortly. John J Jack Chairman GROUP PROFIT AND LOSS ACCOUNT For the year ended 31 December 2005 Note 2005 2004 £000 £000 Turnover 1,181 214 Administration expenses (441) (218) Other operating income 35 - ------ ------ Operating profit/(loss) 775 (4) Surplus on disposal of investment property 45 - ------ ------ Profit/(loss) on ordinary activities before Interest 820 (4) Net interest payable and similar charges (800) (93) ------ ------ Profit/(loss) on ordinary activities before taxation 20 (97) Tax (charge)/credit on profit/(loss) on ordinary (6) 30 activities ----- ----- Profit/(loss) on ordinary activities after taxation 14 (67) Dividends - - Profit/(loss) retained 14 (67) ------ ------- Basic earnings/(loss) per share 2 0.03p (0.36p) ====== ======= Diluted earnings per share 0.03p ====== There is no difference between the profit on ordinary activities and the retained profit for the period stated above and their historical cost equivalents. STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES For the year ended 31 December 2005 2005 2004 £000 £000 Profit/(loss) on ordinary activities after 14 (67) taxation Unrealised surplus on revaluation of 708 - investment properties ---- ----- Total recognised gains and losses for the 722 (67) year ==== ===== GROUP BALANCE SHEET AT 31 DECEMBER 2005 Note 2005 2004 £000 £000 Fixed assets Intangible assets - goodwill 117 148 - negative goodwill (903) (906) ------- ------ (786) (758) Tangible assets 10,216 5,574 ------- ------- 9,430 4,816 Current assets Stock 9,703 9,655 Debtors 189 334 Investments 1,282 - Cash at bank 1,065 2,028 ------- ------- 12,239 12,017 Creditors: amounts falling due 3 (1,840) (9,279) within one year ------ ------- Net current assets 10,399 2,738 ------ ------- Total assets less current 19,829 7,554 liabilities Creditors: amounts falling due after more than one year Convertible debt (325) (325) Other (13,695) (3,628) -------- ------- 3 (14,020) (3,953) -------- ------- Net assets 5,809 3,601 ======== ======= Capital and reserves Called up share capital 4 523 320 Share premium account 4,586 2,703 Capital redemption reserve 45 45 Shares to be issued - 600 Revaluation reserve 708 - Profit and loss account (53) (67) ------- ------- Shareholders' funds 5,809 3,601 ======= ======= GROUP CASH FLOW STATEMENT For the year ended 31 December 2005 2005 2004 £000 £000 Net cash inflow from operating activities 921 84 ------- ------- Returns on investments and servicing of finance Interest received 36 21 Interest paid (657) (95) ------- ------- Net cash outflow from returns on (621) (74) investments and servicing of finance Taxation (186) (20) Capital expenditure and financial investment Purchase of tangible fixed assets (4,596) (1,205) Sale of investment properties 1,170 - ------- ------- Net cash outflow from capital expenditure (3,426) (1,205) and financial investment Acquisitions and disposals Purchase of subsidiary undertakings (2,254) (218) Payment of exchange deposit for 3147398 - (300) Limited acquisition Payment of amounts owed by subsidiaries to (66) (837) vendors Net cash from purchase of subsidiaries - 763 ------- ------ Net cash outflow from acquisitions and (2,320) (592) disposals Financing Proceeds from issue of shares 1,061 2,819 Expenses of issue of shares (37) (256) Receipts from borrowing 11,207 3,000 Repayments of borrowing (6,305) (1,728) Funds deposited with lenders (1,263) - Finance lease 7 - Net cash inflow from financing 4,670 3,835 ------- ------- (Decrease)/increase in cash (962) 2,028 ======= ======= NOTES TO THE PRELIMINARY ANNOUNCEMENT For the year ended 31 December 2005 1. Basis of preparation The preliminary results of the group set out in this preliminary announcement do not constitute statutory accounts as defined in Section 240 of the Companies Act 1985. The financial information for the year ended 31 December 2005 has been extracted from the group's statutory financial statements to that date, upon which the auditors' opinion is unqualified and does not include any statement under Section 237 of the Companies Act 1985. The statutory financial statements have not yet been filed with the Registrar of Companies. The financial information has been prepared under the historical cost convention as modified by the revaluation of investment properties and in accordance with applicable United Kingdom accounting standards, and is consistent with the policies set out in the group's statutory accounts for the period ended 31 December 2004. 2. Earnings per share The calculation of earnings per share is based on the profit retained for the year and on the weighted average number of shares in issue during the year. The calculation of diluted earnings per share is based on the basic earnings per share adjusted for the issue of shares on the assumed conversion of the convertible loan notes. In accordance with FRS 14, the Company has not disclosed a diluted loss per share figure for the period ended 31 December 2004 as the calculation results in a decrease in the net loss per share. Reconciliations of the earnings/(loss) and the weighted average numbers of shares used in the calculations are set out below. 2005 2004 Weighted Weighted average Earnings average Loss Earnings number per share Earnings number per share £000 of shares amount £000 of shares amount Basic earnings/(loss) per share 14 44,477,097 0.03p (67) 18,927,814 (0.36p) ======= ========== ======= Dilutive effect of conversion of convertible loan notes - 2,954,545 - ------- ---------- ------ Diluted earnings per share 14 47,431,642 0.03p ======= ========== ====== 3. Financial instruments Maturity of financial liabilities The group financial liabilities analysis at 31 December 2005 was as follows: Group Group 2005 2004 £000 £000 In less than one year: Bank borrowings 1,127 6,272 In more than one year but less than two years: Bank borrowings 382 176 In more than two years but less than five years: Bank borrowings 1,172 557 In more than five years: Bank borrowings 12,377 2,956 ------ ------- 15,058 9,961 Deferred arrangement costs (236) (61) ------- ------- 14,822 9,900 ======= ======= Borrowing facilities The group has no undrawn committed borrowing facilities at 31 December 2005. 4. Share capital 2005 2004 2005 2004 Number Number £000 £000 of shares of shares Authorised: Ordinary shares of 1p each 1,000,000,000 1,000,000,000 10,000 10,000 ============= ============= ====== ====== Allotted, called up and fully paid Ordinary shares of 1p each 52,316,197 31,984,615 523 320 ============= ============= ====== ====== The excess of the total consideration for shares issued of £2,123,000 over the nominal value of £203,000 has been credited to the share premium account. On 7 January 2005, 5,853,658 ordinary shares of 1p each were issued for £600,000 as part consideration for the acquisition of the share capital of 3147398 Limited. On 9 March 2005, 1,450,980 ordinary shares of 1p each were issued for £185,000 as part consideration for the acquisition of 158 The Marlowes, Hemel Hempstead. On 18 March 2005, 98,039 ordinary shares of 1p each were issued for £12,500 as part consideration for services in connection with the acquisition of 3147398 Limited. On 18 March 2005, 42,549 ordinary shares of 1p each were issued for £5,425 as part consideration for services in connection with the acquisition of 158 The Marlowes, Hemel Hempstead. On 27 May 2005, 1,999,400 ordinary shares of 1p each were issued for £214,936 as part consideration for the acquisition of the KBR portfolio of five commercial properties in Newport, Portsmouth, Wakefield, Ilfracombe and Manchester. On 4 July 2005, 6,000,000 ordinary shares of 1p each were issued for £600,000 in cash. On 1 August 2005, 230,093 ordinary shares of 1p each were issued for £24,735 as part deferred consideration in connection with the acquisition of 19-21 Kirkgate, Wakefield. On 4 August 2005, 156,863 ordinary shares of 1p each were issued for £20,000 as consideration for services in connection with the acquisition of the KBR portfolio. On 29 September 2005, 4,500,000 ordinary shares of 1p each were issued for £461,250 in cash. 5. Post balance sheet events On 9 February 2006, the Company exchanged unconditional contracts to purchase a freehold property in West Bromwich for a consideration of £1,100,000, to be satisfied as to £1,000,000 in cash and £100,000 by the issue of 1,000,000 ordinary shares of 1p on completion. 6. Copies of announcement Copies of this announcement are available from the Company's business premises at REI House, Bury Lane, Rickmansworth, Hertfordshire WD3 1ED. 28 February 2006
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