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