Interim Report

Property & Capital Group PLC 2 December 1999 PROPERTY & CAPITAL GROUP PLC Interim report to 6 months to 31 October 1999 HALF YEAR TO 31 OCTOBER 1999: RETURN TO PROFIT I am pleased to report that in the first half of our 'Year of New Focus' described in my last Annual Statement the Group has recorded a post-tax profit of £133,000 - our first profit reported since 1997. At the same time our consolidated Balance Sheet has improved by £1,318,000 since 30 April 1999, without taking the benefit of negative goodwill of £1,244,000 (being the 'discount to value' at which we have made the purchases referred to below), which is now carried as a negative figure until the relevant assets are realised In the half-year under review we completed the acquisition of three residential property investment companies Raven Fulham Limited (now PCG Fulham Limited), Unchained Growth III PLC and Unchained Growth IV PLC. The assets of the two Unchained Growth companies have subsequently been transferred to PCG Residential Limited. CURRENT ACTIVITY The activities of the Group now comprise residential property investment and management, administrative services, corporate finance (SFA regulated), and registrars and receiving agents. All of these areas reported an operating profit, before financing and tax, in the half-year to 31 October 1999. FUTURE ACTIVITY We plan both to expand our residential property portfolio by further acquisitions, and at the same time effect a number of disposals to rationalise the portfolio and reduce gearing. Currently we have offers open for the entire issued share capital of the following three modest residential property companies (the levels of acceptance in each case 21 days after making the offers also being shown) Norcity III PLC 81.66% Norcity IV PLC 81.90% Borders Assured Properties PLC 90.66% It is significantly to our advantage that in making such offers we have in house the relevant corporate finance and receiving agent services. Further substantial transactions are at advanced stages of negotiation, in respect of which shareholders can expect to hear in due course. R F M Adair Chairman 2 December 1999 UNAUDITED CONSOLIDATED PROFIT AND LOSS ACCOUNT 6 months to 6 months to 12 months to 31-Oct-99 31-Oct-98 30-Apr-99 £000 £000 £000 TURNOVER Continuing 1,358 877 1,814 operations Acquisitions 487 - - Discontinued - 683 899 operations ----- ----- ----- 1,845 1,560 2,713 ----- ----- ----- OPERATING PROFIT/(LOSS) Continuing operations: Trading profit 350 (388) (536) Goodwill (6) (6) (12) amortisation Acquisitions: Trading profit 255 - - Discontinued operations: Trading loss - (502) (668) Goodwill - (171) (352) amortisation Share of operating (39) - - loss on joint venture ----- ----- ----- Operating 560 (1,067) (1,568) profit/(loss) Continuing operations: Write down of - (50) (50) investments Discontinued operations: Loss on disposal of - (406) (374) subsidiary Loss on liquidation - - (2,100) of subsidiary ----- ----- ------ 560 (1,523) (4,092) Gain on disposal of 1 - - investment properties Negative goodwill 78 - - release Net interest (506) (11) 89 (payable)/receivable ------ ------ ------ PROFIT/(LOSS) ON 133 (1,534) (4,003) ORDINARY ACTIVITIES BEFORE TAX Taxation - - (53) ------ ------ ------ PROFIT/(LOSS) 133 (1,534) (4,056) ATTRIBUTABLE TO MEMBERS OF PARENT COMPANY Preference share (5) (5) (10) dividend ----- ------ ------ RESULT FOR PERIOD 128 (1,539) (4,066) ----- ----- ----- Earnings/(loss) per 3.35p (43.54)p (115.02)p share - basic and diluted ----- ----- ----- UNAUDITED SUMMARISED CONSOLIDATED BALANCE SHEET 31-Oct-99 31-Oct-98 30-Apr-99 £000 £000 £000 FIXED ASSETS Intangible assets Positive goodwill 216 2,795 221 Negative goodwill (1,244) - - ------ ------ ------ (1,028) 2,795 221 Tangible assets Investment properties 15,895 - - Other 186 172 111 Investments Joint venture 91 - 126 - share of gross assets - share of gross (79) - (75) liabilities ------- ------ ------ 12 - 51 Other 101 91 91 ------ ------ ------ 113 91 142 ------ ------ ------ 15,166 3,058 474 CURRENT ASSETS Debtors 1,441 1,060 565 Cash at bank and in 353 48 25 hand ------ ------ ------ 1,794 1,108 590 CREDITORS: amounts falling due within one year Borrowings 828 904 826 Other creditors 1,035 1,206 746 ------ ------ ------ 1,863 2,110 1,572 ------ ------ ------ NET CURRENT (69) (1,002) (982) LIABILITIES ------ ------ ------ TOTAL ASSETS LESS 15,097 2,056 (508) CURRENT LIABILITIES CREDITORS: amounts (14,997) (766) (710) falling due after more than one year ------ ------ ------ 100 1,290 (1,218) ------ ------ ------ CAPITAL AND RESERVES Called up share 228 221 221 capital Deferred 193 179 193 consideration Share premium account 653 653 653 Merger reserve 858 1,861 - Preference dividend 22 12 17 reserve Revaluation reserve 320 - - Profit and loss (2,174) (1,636) (2,302) account ------ ------ ------ 100 1,290 (1,218) ------ ------ ------ STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES 6 months 6 months to 12 months to to 31-Oct-99 31-Oct-98 30-Apr-99 £000 £000 £000 Profit/(loss) 133 (1,534) (4,056) attributable to members of the parent company Unrealised surplus on 320 - - revaluation of properties ------ ------ ------ Total recognised 453 (1,534) (4,056) gains and losses relating to period ------ ------ ------ GROUP RECONCILIATION OF SHAREHOLDERS' FUNDS 6 months to 6 months to 12 months to 31-Oct-99 31-Oct-98 30-Apr-99 £000 £000 £000 Total 453 (1,534) (4,056) recognised gains and losses Dividends - (5) (10) New shares 865 - - issued Deferred - (146) (132) consideration Goodwill - 156 156 reinstated on disposal Dividend - 12 17 creditor reclassified ------ ------ ------ Total 1,318 (1,517) (4,025) movements during the period Opening (1,218) 2,807 2,807 shareholders' funds ------ ------ ------ Closing 100 1,290 (1,218) shareholders' funds ------ ------ ------ NOTES BASIS OF PREPARATION The interim financial statements are unaudited and do not constitute statutory accounts as defined in Section 240 of the Companies Act 1985. These statements have been prepared on the basis of the accounting policies set out in the Group's 1999 Annual Report and Accounts with the addition of accounting policies for investment properties and negative goodwill as set out below and were approved by the board of directors on 1 December 1999. Financial statements for the year ended 30 April 1999 are abridged statements; full accounts with an unqualified audit report have been lodged with the Registrar of Companies. INVESTMENT PROPERTIES Certain of the group's properties are held for long-term investment. Investment properties are accounted for in accordance with SSAP 19, as follows: (i) investment properties are revalued at least annually. The surplus or deficit on revaluation is transferred to the revaluation reserve unless a deficit below original cost, or its reversal, on an individual investment property is expected to be permanent, in which case it is recognised in the profit and loss account for the year; (ii) net gains or losses on disposal of investment properties are calculated by reference to book value and included as non operating exceptional items; and(iii) no depreciation is provided in respect of freehold investment properties. Although the Companies Act would normally require the systematic annual depreciation of fixed assets, the directors believe that the policy of not providing depreciation is necessary in order for the accounts to give a true and fair view, since the current value of investment properties, and changes to that current value, are of prime importance rather than a calculation of systematic annual depreciation. Depreciation is only one of the many factors reflected in the annual valuation, and the amount which might otherwise have been included cannot be separately identified or quantified. NEGATIVE GOODWILL Negative goodwill arising on acquisitions is capitalised, classified as a negative asset on the balance sheet and released to profit and loss account as the related investment property assets are disposed of. EARNINGS/(LOSS) PER ORDINARY SHARE The calculation of basic and diluted earnings/(loss) per ordinary share is based on the following: 6 months to 6 months to 12 months to 31-Oct-99 31-Oct-98 30-Apr-99 £000 £000 £000 Profit/(deficit) 133 (1,534) (4,056) Preference (5) (5) (10 dividend ------ ------ ------ 128 (1,539) (4,066) ------ ------ ------ The weighted average number of ordinary shares in issue during the period: Basic 3,825,512 3,534,395 3,534,395 Dilutive potential ordinary shares arising from share option schemes 120 - - -------- -------- ------- 3,825,632 3,534,395 3,534,395 -------- -------- ------- NOTES REVALUATION OF INVESTMENT PROPERTIES Investment properties are included in the accounts at valuation. During the period the investment properties were revalued on an open market basis as at 31 October 1999 by FPD Savills and Smith Melzack. The surplus on revaluation was £320,000. POST BALANCE SHEET EVENTS On 2 November 1999 the Group made a recommended cash offer with share alternative for the whole issued share capital of Norcity III PLC for a total consideration of £625,823. On 2 November 1999 the Group made a recommended cash offer with share alternative for the whole issued share capital of Norcity IV PLC for a total consideration of £728,400. On 8 November 1999 the Group made a recommended cash and share offer for the whole issued share capital of Borders Assured Properties PLC for a total consideration of £181,137. The foregoing offers are being funded by shareholders' loan facilities granted by trusts connected with Robert Adair (pending finalisation of medium term financing). The total amount of the facilities is £1,657,677 which bear interest at 2.5% above Royal Bank of Scotland base rate and are repayable on demand. HALF-YEARLY REPORT The half-yearly report will be posted to shareholders on or about 2 December 1999 and copies will be available from the Company Secretary, Property & Capital Group plc, James Sellars House, 144 West George Street, Glasgow, G2 2HG. INDEPENDENT REVIEW REPORT TO PROPERTY & CAPITAL GROUP PLC Introduction We have been instructed by the company to review the financial information set out on pages 2 to 6 and we have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the financial information. Directors' responsibilities The interim report, including the financial information contained therein, is the responsibility of, and has been approved by the directors. Review work performed We conducted our review in accordance with guidance contained in Bulletin 1999/4 issued by the Auditing Practices Board. A review consists principally of making enquiries of management and applying analytical procedures to the financial information and underlying financial data and based thereon, assessing whether the accounting policies and presentation have been consistently applied unless otherwise disclosed. A review excludes audit procedures such as tests of controls and verification of assets, liabilities and transactions. It is substantially less in scope than an audit performed in accordance with Auditing Standards and therefore provides a lower level of assurance than an audit. Accordingly we do not express an audit opinion on the financial information. Review conclusion On the basis of our review we are not aware of any material modifications that should be made to the financial information as presented for the six months ended 31 October 1999. Ernst & Young Glasgow 2 December 1999

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