Statement re Dividend

RNS Number : 7230D

City Pub Group PLC (The)

28 June 2019

 

City Pub Group plc (the "Company")

Statement re Dividend

The City Pub Group plc announces that it has prepared and filed with Companies House an unaudited balance sheet for the Company in respect of the period from 31 December 2018 to 31 March 2019 (which does not reflect the consolidated position of the group) to reflect the payment of an intra-group dividend to the Company from its wholly owned subsidiary post year end. This intra-group dividend was paid to ensure the Company has sufficient distributable reserves to pay the whole of the final dividend on 1 July 2019 in accordance with the Companies Act 2006. A copy of these unaudited interim accounts is set out below.

In accordance with the Companies Act, the unaudited interim accounts are now the relevant accounts for the purpose of the payment of the final dividend. As the Company reports on a consolidated basis, this has no impact on its annual accounts for the year ended 30 December 2018 and no impact on the level of distributable reserves across the group.

Enquiries:
City Pub Group Clive Watson, Chairman Tarquin Williams, CFO
Instinctif Partners Matthew Smallwood Andy Low	[phone]
Liberum (Nomad & Joint Broker) Chris Clarke Trystan Cullen Kane Collings Clayton Bush	[phone]
Berenberg (Joint Broker) Chris Bowman Toby Flaux Marie Stolberg	[phone]

	Notes	2019 £
Assets
Non-current
Intangible assets	2	2,305,529
Property, plant and equipment	3	51,643,718
Investments in subsidiaries	4	12,469,777
Total non-current assets		66,419,024
Current
Inventories	5	411,839
Trade and other receivables	6	26,698,367
Cash and cash equivalents		1,695,915
Total current assets		28,806,121
Total assets		95,225,145
Liabilities
Current liabilities
Trade and other payables	7	(5,760,073)
Borrowings	9	-
Total current liabilities		(5,760,073)
Non-current
Borrowings	8,9	(13,100,000)
Other payables	8	(50,000)
Deferred tax liabilities	10	(1,011,483)
Total non-current liabilities		(14,161,483)
Total liabilities		(19,921,556)
Net assets		75,303,589
Equity
Share capital	11	30,651,257
Share premium		38,286,642
Own shares (JSOP)		(3,272,500)
Share-based payment reserve		664,791
Retained earnings		8,973,399
Total equity		75,303,589

Clive Watson	Tarquin Williams
Chairman	Chief Financial Officer

These interim accounts are prepared only for the purposes of Sections 836 and 838 of the Companies Act 2006 and they are unaudited. Please note that these accounts are for the Parent Company only and do not present the consolidated position of the Parent Company and its subsidiaries.

Company No. 07814568	Notes	Share capital	Share premium	Own shares (JSOP)	Share- based payment reserve	Retained earnings	Total
Balance at 31 December 2018		30,651,257	38,286,793	(3,272,500)	575,491	3,902,843	70,143,884
Employee share-based compensation		-	-	-	89,300	-	89,300
Share issue expense		-	(151)	-	-	-	(151)
Transactions with owners		-	(151)	-	89,300	-	89,149
Profit for the period		-	-	-	-	5,070,556	5,070,556
Total comprehensive income for the period		-	-	-	-	5,070,556	5,070,556
Balance at 31 March 2019		30,651,257	38,286,642	(3,272,500)	664,791	8,973,399	75,303,589
				-

These interim accounts are prepared only for the purposes of Sections 836 and 838 of the Companies Act 2006 and they are unaudited. Please note that these accounts are for the Parent Company only and do not present the consolidated position of the Parent Company and its subsidiaries.

Company law requires the directors to prepare the balance sheet, which gives a true and fair view of the state of affairs of the company, when preparing interim accounts for the purposes of Sections 836 and 838 of the Companies Act 2006. In preparing the balance sheet, the directors are required to:

a.     select suitable accounting policies and then apply them consistently;

b.     make judgements and estimates that are reasonable and prudent;

c.     state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the balance sheet;

d.     prepare the balance sheet on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the balance sheet complies with the requirements of the Companies Act 1985. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Please note that these accounts are for the Parent Company only and do not present the consolidated position of the Parent Company and its subsidiaries.

1). Basis of accounting

These interim accounts have been prepared for purposes of sections 836 and 838 of the Companies Act 2006 and contain information about The City Pub Group plc as an individual company and do not contain consolidated financial information for the Group. The accounts are unaudited but are otherwise prepared on a consistent basis and following the same accounting policies as the annual accounts for the period to 30 December 2018. These interim accounts do not constitute statutory accounts within the meaning of sections 434(3) of the Companies Act 2006. Statutory accounts for the year to 30 December 2018 were published in The City Pub Group plc's Annual Report and delivered to the Registrar of Companies in England and Wales. The auditor's report on those accounts was unqualified, did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying the report, and did not contain any statement under sections 498(2) or (3) of the Companies Act 2006. No statutory accounts have been delivered to the Registrar in respect of the period covered by these interim accounts. Please note that these accounts are for the Parent Company only and do not present the consolidated position of the Parent Company and its subsidiaries.

The balance sheet has been prepared on an accruals basis and under the historical cost convention, unless otherwise stated, and in accordance with applicable accounting standards applicable from the start of the accounting period, being 31 December 2018.

Deferred taxation

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applicable when the asset or liability crystallises based on current tax rates and laws that have been enacted or substantively enacted by the reporting date. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. 

A deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits against which to recover carried forward tax losses and from which the future reversal of temporary differences can be deducted. The carrying amount of deferred tax assets are reviewed at each reporting date.

Financial instruments

Recognition, initial measurement and derecognition

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the financial instrument and are measured initially at fair value adjusted for transaction costs. Subsequent measurement of financial assets and financial liabilities is described below.

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

Classification and subsequent measurement of financial assets

For the purpose of subsequent measurement the Company classifies its financial assets into the following categories: those to be measured subsequently at fair value (either through other comprehensive income (FVOCI) or through the income statement (FVPL)) and those to be held at amortised cost.

Classification depends on the business model for managing the financial assets and the contractual terms of the cash flows.

Management determines the classification of financial assets at initial recognition. Generally, the Company does not acquire financial assets for the purpose of selling in the short term and does not have any financial assets measured at fair value through the income statement (FVPL) or at fair value through other comprehensive income (FVOCI) in either the current or prior year.

The Company's business model is primarily that of "hold to collect" (where assets are held in order to collect contractual cash flows).

Financial assets held at amortised cost

This classification applies to the Company's trade & other receivables which are held under a hold to collect business model and which have cash flows that meet the solely payments of principal and interest (SPPI) criteria. At initial recognition, trade and other receivables that do not have a significant financing component, are recognised at their transaction price. Other financial assets are initially recognised at fair value plus related transaction costs; they are subsequently measured at amortised cost using the effective interest method. Any gain or loss on derecognition or modification of a financial asset held at amortised cost is recognised in the income statement.

Impairment of financial assets

A forward-looking expected credit loss (ECL) review is required for: debt instruments measured at amortised cost or held at fair value through other comprehensive income; loan commitments and financial guarantees not measured at fair value through profit or loss; lease receivables and trade receivables that give rise to an unconditional right to consideration.

IFRS 9's impairment requirements use more forward-looking information to recognise expected credit losses - the 'expected credit loss (ECL) model'. This replaces IAS 39's 'incurred loss model'. The Company's instruments within the scope of the new requirements included trade and other receivables.

Recognition of credit losses is no longer dependent on the Company first identifying a credit loss event. Instead the Company considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

As permitted by IFRS 9, the Company applies the "simplified approach"to trade and other receivable balances and the "general approach" to all other financial assets. The simplified approach in accounting for trade and other receivables records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating, the Company uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses. The general approach incorporates a review for any significant increase in counterparty credit risk since inception. The ECL reviews include assumptions about the risk of default and expected loss rates.

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand and other short term highly liquid deposits with original maturities of three months or less.

Classification and subsequent measurement of financial liabilities

The Company's financial liabilities include trade and certain other payables. Financial liabilities are measured subsequently at amortised cost using the effective interest rate.

Trade and other payables

Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial period, which are unpaid.

Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.

Classification of Shares as Debt or Equity

When shares are issued, any component that creates a financial liability of the Company is presented as a liability in the statement of financial position; measured initially at fair value net of transaction costs and thereafter at amortised cost until extinguished on conversion or redemption. The corresponding dividends relating to the liability component are charged as interest expense in the Income Statement. The initial fair value of the liability component is determined using a market rate for an equivalent liability without a conversion feature.

The remainder of the proceeds on issue is allocated to the equity component and included in shareholders' equity, net of transaction costs.

The carrying amount of the equity component is not remeasured in subsequent years. The Company's ordinary shares are classified as equity instruments.

Share repurchases

Where shares are repurchased wholly out of the proceeds of a fresh issue of shares made for that purpose, no amount needs to be transferred to a capital redemption reserve as there is no reduction in capital as a result of the purchase and issue of shares. 

Business combinations and goodwill

Other than the group re-organisation that took place prior to Listing, business combinations, which include sites that are operating as a going concern at acquisition and where substantive processes are acquired, are accounted for under IFRS 3 using the purchase method. Any excess of the consideration of the business combination over the interest in the net fair value of the identifiable assets, liabilities and contingent liabilities is recognised in the statement of financial position as goodwill and is not amortised. To the extent that the net fair value of the acquired entity's identifiable assets, liabilities and contingent liabilities is greater than the cost of the investment, a gain is recognised immediately in the profit or loss.

Goodwill represents the future economic benefits arising from a business combination that are not individually identified and separately recognised. Goodwill is carried at cost less accumulated impairment losses.

Property, plant and equipment

Property, plant and equipment, other than freehold land, are stated at cost or deemed cost less accumulated depreciation and any impairment in value. Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life, with effect from the first full year of ownership, as follows:

Freehold properties		To residual value over fifty years straight line
Leasehold properties		Straight line over the length of the lease
Fixtures, fittings and equipment		Between four and ten years straight line
Computer equipment		Between two and five years straight line

No depreciation is charged on freehold land. Where there is no depreciation on historic freehold buildings as a result of a high residual value/long useful lives, the freehold building is subject to an impairment review. Residual values and useful lives are reviewed every year and adjusted if appropriate at each financial period end.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the profit or loss. 

Investments in subsidiaries

The Company recognises its investments in subsidiaries at cost, less any provisions for impairment. Income is recognised from these investments only in relation to distributions received from post-acquisition profits. Distributions received in excess of post-acquisition profits are deducted from the cost of the investment.

Impairment of goodwill, property, plant and equipment and investments in subsidiaries

For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units). As a result, some assets are tested individually for impairment and some are tested at cash-generating unit level. Goodwill is allocated to those cash-generating units that are expected to benefit from synergies of a related business combination and represent the lowest level within the Company at which management monitors goodwill.

Cash-generating units to which goodwill has been allocated (determined by the Company's management as equivalent to its operating segments) are tested for impairment at least annually. All other individual assets or cash-generating units are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

An impairment loss is recognised for the amount by which the asset's (or cash-generating unit's) carrying amount exceeds its recoverable amount, which is the higher of fair value less costs of disposal and value-in-use. To determine the value-in-use, management estimates expected future cash flows from each cash-generating unit and determines a suitable discount rate in order to calculate the present value of those cash flows. The data used for impairment testing procedures are directly linked to the Company's latest approved budget, adjusted as necessary to exclude the effects of future reorganisations and asset enhancements. Discount factors are determined individually for each cash-generating unit and reflect current market assessments of the time value of money and asset-specific risk factors.

Impairment losses for cash-generating units reduce first the carrying amount of any goodwill allocated to that cash-generating unit. Any remaining impairment loss is charged pro rata to the other assets in the cash-generating unit. With the exception of goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognised may no longer exist. An impairment loss is reversed if the asset's or cash-generating unit's recoverable amount exceeds its carrying amount.

Inventories

Inventories are counted independently and stated at the lower of cost and net realisable value. Cost is calculated using the First In First Out method. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs to sell.

Share-based employee remuneration

The Company operates equity-settled share-based remuneration plans for its employees. None of the Company's plans are cash-settled.

All goods and services received in exchange for the grant of any share-based payment are measured at their fair values.

Where employees are rewarded using share-based payments, the fair value of employees' services is determined indirectly by reference to the fair value of the equity instruments granted. This fair value is appraised at the grant date and excludes the impact of non-market vesting conditions (for example profitability and sales growth targets and performance conditions). The fair value is determined by using the Black-Scholes method.

All share-based remuneration is ultimately recognised as an expense in profit or loss with a corresponding credit to share based payments reserve. If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest.

Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. Any adjustment to cumulative share-based compensation resulting from a revision is recognised in the current period. The number of vested options ultimately exercised by holders does not impact the expense recorded in any period.

Upon exercise of share options, the proceeds received, net of any directly attributable transaction costs, are allocated to share capital up to the nominal (or par) value of the shares issued with any excess being recorded as share premium.

Investment in own shares (JSOP)

Shares held in the City Pub Group Joint Share Ownership Plan ("JSOP") are shown as a deduction in arriving at equity funds on consolidation. Assets, liabilities and reserves of the JSOP are included in the statutory headings to which they relate. Purchases and sales of own shares increase or decrease the book value of "Own shares" in the statement of financial position. At each period end the Company assess and recognises the value of "Own shares" held with reference to the expected cash proceeds and accounts for any difference as a reserves transfer.

2 Goodwill

	2019 £
Cost brought forward at 31 December 2018	2,021,135
Additions	344,391
At 31 March 2019	2,365,526
Amortisation/impairment brought forward at 31 December 2018	(59,997)
Provided during the period	-
Disposal	-
At 31 March 2019	(59,997)
Net book value at 31 March 2019	2,305,529

3 Property, plant and equipment

	Freehold &  leasehold property £	Fixtures, fittings  and computers £	Total £
Cost
At 31 December 2018	39,726,459	12,956,749	52,683,208
Additions	190,344	291,715	482,059
Acquisitions (Note 12)	4,990,000	-	4,990,000
At 31 March 2019	44,906,803	13,248,464	58,155,267
Depreciation
At 31 December 2018	1,332,397	4,963,017	6,295,414
Provided during the period	65,368	150,767	216,135
Impairment	-	-	-
At 31 March 2019	1,397,765	5,113,784	6,511,549
Net book value
At 31 March 2019	43,509,038	8,134,680	51,643,718

4 Investments in subsidiaries

	2019 £
Cost and net book value at 31 December 2018	12,063,147
Additions	406,630
At 31 March 2019	12,469,777

The Company had the following subsidiary undertakings as at 31 March 2019:

Name of subsidiary	Class of  share held	Country of incorporation	Proportion held	Nature of  business
The City Pub Company (West) Limited	Ordinary	England and Wales	100%	Management and operation  of public houses
Randall & Zacharia Limited	Ordinary	England and Wales	100%	Dormant
Chapel 1877 Ltd	Ordinary	England and Wales	100%	Dormant
Flamequire Limited*	Ordinary	England and Wales	100%	Dormant
Inn on the Beach Limited*	Ordinary	England and Wales	100%	Dormant
Gresham Collective Limited	Ordinary	England and Wales	100%	Dormant

The above companies all had the same registered office as the parent company, being Essel House, 2nd Floor, 29 Foley Street, London, W1W 7TH.

* These companies are held indirectly through the Company's 100% subsidiary The City Pub Company (West) Limited.

5 Inventories

	2019 £
Finished goods and goods for resale	411,839

6 Trade and other receivables

	2019 £
Trade receivables	44,805
Other receivables	586,434
Amounts due from group undertakings	25,153,543
Prepayments and accrued income	913,585
	26,698,367

7 Current trade and other payables

	2019 £
Trade payables	1,596,370
Corporation taxation	159,890
Other taxation and social security	1,742,235
Amounts due to group undertakings	806,234
Accruals	837,798
Other payables	617,546
	5,760,073

8 Non-current payables

	2019 £
Bank loans (borrowings)	13,100,000
Deferred consideration (other payables)	50,000

9 Borrowings and financial liabilities

	2019 £
Current borrowings and financial liabilities:
Bank loans	-
Non-current borrowings and financial liabilities:
Bank loans	13,100,000

At 31 March 2019 a revolving credit facility of £13,100,000 was outstanding, Barclays Bank PLC had a fixed charge over certain freehold property as security in respect of this loan. Interest was charged at LIBOR plus a margin, which varied dependent on the ratio of net debt to EBITDA. The revolving credit facility is repayable in June 2021.

10 Deferred tax

	2019 £
Provision for deferred tax
Accelerated capital allowances	343,252
Arising on acquisition	323,840
	667,092
Provision at 31 December 2018	667,092
Arising on acquisition	344,391
Deferred tax charge for the period	-
Provision at 31 March 2019	1,011,483

11 Share capital

	2019 £
Allotted called up and fully paid
61,302,514 Ordinary shares of 50 pence each	30,651,257

During the prior year the Company established an Employee Benefit Trust, the trustee of which, Estera Trust (Jersey) Limited, was issued with 1,925,000 ordinary shares of 50 pence per share on 25 January 2018.The ordinary shares of 50 pence per share were issued at a price of 170 pence per share, with the premium credited to the share premium account.

There were no issues of shares during the period to 31 March 2019.

The ordinary shareholders are entitled to be paid a dividend out of any surplus profits and to participate in surplus assets on winding up in proportion to the nominal value of each class of share. All equity shares in the Company carry one vote per share.

Own shares held (JSOP)

The Company announced the establishment of a Joint Share Ownership Plan ("JSOP") in January 2018, as detailed in the Company's AIM Admission Document, to be used as part of the remuneration arrangements for employees. This resulted in the purchase of the Company's own shares and the creation of an Employee Benefit Trust.

The JSOP purchases shares in the Company to satisfy the Company's obligations under its JSOP performance share plan. 1,925,000 shares in the Company were purchased during the prior period at a cost of £3,272,500.

At 30 December 2018 the JSOP held 1,925,000 ordinary shares in The City Pub Group plc. At 30 December 2018 awards over 1,925,000 ordinary shares The City Pub Group plc, made under the terms of the performance share plan, were outstanding.

Nature and purpose of reserves

The share premium account represents premiums received on the initial issuing of the share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.

Own shares (JSOP) represents shares in the Company purchased by the Company's Employee Benefit Trust as part of a Joint Share Ownership Plan ("JSOP"). Share-based payments reserve is used to recognise the grant date fair value of options issued to employees but not exercised. Retained earnings include all results as disclosed in the statement of comprehensive income.

12 Business combinations

During the period the Company acquired two new sites through business combinations, the fair values of the assets and liabilities acquired, and the nature of the consideration, are outlined within the table below.

All of the above acquisitions were part of the Company's continuing strategy to expand its pub portfolio via selective quality acquisitions.

	2019 £
Provisional fair value:
Property, plant and equipment acquired	4,990,000
Deferred tax liability	(344,391)
Goodwill	344,391
Total	4,990,000
Satisfied by:
Cash	4,690,000
Deferred consideration	300,000
	4,990,000

All other pub acquisitions have been accounted for as property acquisitions.

13 Profit for the period

On 31 March 2019 the Company received a dividend of £5,000,000 from its subsidiary undertaking The City Pub Company (West) Limited.

 

END

 

 

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