Maiden Preliminary Results
Inland PLC
01 October 2007
For Immediate Release 1 October 2007
Inland PLC
('Inland' or the 'Company')
Maiden unaudited preliminary results for the year ended 30 June 2007
Inland, which specialises in buying brownfield sites and enhances their value by
obtaining planning permission, today announces maiden unaudited preliminary
results for the year ended 30 June 2007.
Financial Highlights
. Turnover £5.47m (2006: £Nil)
. Operating profit £1.36m (2006: Operating loss £(0.73)m)
. Pre tax profit £1.12m (2006: Pre tax loss £(0.68)m)
. Cash £42.84m (2006: £0.82m)
. Stocks £38.79m (2006: £3.53m)
Operational highlights
. Raised £61m by way of pre-IPO private placing and flotation on AIM
. Development pipeline now over 1,200 plots with a gross development value
of circa £340m
. 3 sites sold in the period achieving an average annual return on capital
employed of 119%
. Substantial increase in profitability achieved at Howarth Homes
. Acquired Poole Investments PLC after the year end
Stephen Wicks, Chief Executive of Inland commented:
'2007 has been a pivotal year for Inland. Having successfully secured the
desired funding through our IPO we have now begun to implement our strategy of
unlocking value in brownfield redevelopment.
The acquisition of Poole Investments PLC after the year end, demonstrates our
commitment to extracting significant returns for shareholders from sources that
might not be considered routine for a property developer. We still see
tremendous potential in the South of England which leads us to believe that the
continued prospects for the land market and the Group remain strong. We believe
that the next 12 months will represent a period of considerable growth for
Inland.'
For further information please contact:
Inland Plc Tel: 01923 713 600
Stephen Wicks, Chief Executive
Nishith Malde, Finance Director
Buchanan Communications Tel: 020 7466 5000
Jeremy Garcia / Susanna Gale
Dawnay, Day Corporate Finance Limited Tel: (020) 7509 4570
David Floyd / Alex Stanbury
Inland Plc
Preliminary results
Introduction
I am pleased to report maiden unaudited preliminary results for the year ended
30 June 2007 of Inland PLC which show a profit before tax of £1.123m (2006: loss
of £0.680m).
Following a pre IPO private placing and an IPO on AIM, the Group has raised
£61m. This new equity now gives the Group the opportunity to target more
brownfield sites in the South of England. The Group's balance sheet has been
considerably strengthened as a consequence and we have noticed that our profile
in the marketplace with vendors and their agents has been heightened.
Financial summary
Turnover for the year ended 30 June 2007 was £5.466m (2006: £Nil). This was
generated through the sale of three sites which were successfully taken through
the planning process gaining consent for 38 plots and 2,000 sq ft of offices.
Two of these sites were sold during the first half of the financial year,
producing an average annual return on equity capital invested of 122% and an
average annual return on capital employed of 96%. The third site in Northwood
which had consent for 14 plots achieved an annual return on the Group's average
capital employed of approximately 160%. Operating profit for the year ended 30
June 2007 amounted to £1.36m (2006: loss of £0.74m).
The Group has increased its activity significantly over the previous year with
stocks at £38.79m at the year end (2006: £3.53m). We retained £42.84m of cash
as at the balance sheet date and net assets were £61.73m (2006: £3.51m). The
Directors believe that the sites owned and where purchase contracts were
unconditionally exchanged at the year end represented a gross development value
of £205m with the benefit of planning consent. Gross development value is the
sales revenue achieved on residential homes constructed on our sites acquired by
housebuilders.
The current land portfolio includes commercial space which generates rental
income of £630,000 per annum.
Land
Since the year end the Group has acquired or agreed terms to purchase 6 sites
representing approximately 490 residential plots and 100,000 sq ft of
employment space.
A planning application for 399 residential units and 95,000 sq ft of commercial
space has now been submitted on the Group's flagship site in Farnborough,
Hampshire after extensive pre-planning consultation. We anticipate planning
permission will be received on this site imminently. The Group has let another
building on this site comprising of approximately 10,000 sq ft on a 15 year term
at £85,000 per annum with upward only annual rent reviews.
Work on the detailed planning application for 173 apartments on a former NHS
site in Ashford, Middlesex, is now at an advanced stage with the application
expected to be submitted shortly. We contracted the purchase of this site for
£7m on favourable deferred terms.
Planning constraints
The planning system in the UK continues to cause much frustration to the
housebuilding industry. With the current government committed to increasing
housebuilding from 200,000 to 240,000 new homes per annum by 2016, greater
emphasis will be placed on brownfield development alongside pressure for the
release of greenfield sites. However, these targets seem a distant prospect
under existing planning regulations, which are over complicated and riddled with
red tape.
Inland has a management team which has considerable experience of the planning
system, by taking a robust and tenacious approach to the negativity and
bureaucracy that is commonplace within the local authorities. We believe Inland
obtains planning permissions more successfully and in a shorter period of time
than most of its competitors.
It is obvious that the government does not have any clear understanding of the
obstacles housebuilders have to overcome at local authority level to obtain
consents. Unless the planning system is subject to a radical overhaul, we see no
improvements in the foreseeable future and this will continue to exacerbate the
supply shortage for housebuilders.
Corporate activity
Any suitable brownfield opportunities that are in the open market are generally
subject to intense competition with resultant price inflation on the final sale
price. The Inland management team have therefore begun to evaluate a number of
corporate opportunities not necessarily associated with property developers.
Currently there are a number of companies that have significant land holdings
which up to now have not maximised their development potential.
One such opportunity has been secured through our recent acquisition of Poole
Investments PLC ('Poole'). The primary asset of Poole is a 9.5 acre site with
waterside frontage in Lower Hamworthy, Dorset, upon which is an investment
property that provides a rental income of £335,000 per annum. This land forms
part of the area within the Poole 'Full Sail Ahead' regeneration scheme. The
site has significant development potential and we have already commenced initial
discussions for what we believe will result in an exciting mixed use scheme
ultimately enhancing the value for our shareholders.
Investments
Howarth Homes PLC, where we hold a 10% equity stake and a further 20% by way of
the convertible loan stock, has made substantial progress. Pre-tax profit for
the year ended 31 July 2007 is expected to be in the order of £1.9m on turnover
of £30.3m. Howarth's current trading is strong with 8 sites totalling 140 units
under construction. Howarth have forward sold approximately £23.9m of homes for
the current financial year.
Inland has a strategy of identifying and acquiring strategic investments in
quoted and unquoted companies, particularly those where the share price does not
reflect the value of the underlying property assets or their development
potential.
At 30 June 2007 the Group held quoted investments to the value of £3.3m. This
included an accumulated stake in Poole, the offer for which was declared
unconditional in all respects on 6 September 2007.
Outlook
Inland continues to demonstrate its ability to identify opportunities and create
value in a market where there is an acute shortage of land with planning
permission with a number of initial projects now coming to fruition. Inland's
skills to secure a steady pipeline of new sites continues and our current land
bank that is owned, controlled or where offers have been agreed comprise of 19
sites representing approximately 1,200 residential plots with a gross
development value in the order of £340m. In addition we have commercial space
within several schemes totalling 215,000 sq ft.
In response to changes in sentiment in the housebuilding industry, recent
announcements by some of the major housebuilders have indicated a greater
preference towards acquiring sites that already have planning consent and
accordingly are less speculative. The Directors consider that Inland is well
placed to capitalise on such a shift in sentiment further endorsing the
Company's existing product offering.
The strength and skills of Inland's management team will enable the Group to
continue to increase its underlying value and we believe the next 12 months
should represent a further period of considerable growth.
INLAND PLC Period from 16
CONSOLIDATED INCOME STATEMENT Year ended June 2005 to
FOR THE YEAR ENDED 30 JUNE 2007 30 June 2007 30 June 2006
(Unaudited) (Audited)
£000 £000
Revenue 5,466 -
Cost of sales (2,603) (5)
--------- --------
Gross profit/(loss) 2,863 (5)
Administrative expenses (1,506) (733)
--------- --------
Operating profit/(loss) 1,357 (738)
Interest expense (107) (24)
Notional interest (1,265) (29)
Interest and similar income 963 49
--------- --------
948 (742)
Share of profit of associate 175 62
--------- --------
Profit/(loss) before tax 1,123 (680)
Income tax (328) 214
--------- --------
Profit/(loss) for the period 795 (466)
========= ========
Attributable to:
Equity holders of the Company 795 (466)
========= ========
Earnings/(loss) per share for profit attributable
to the equity holders of the Company during the
period
- basic 0.98p (3.28)p
========= ========
- diluted 0.98p (3.28)p
========= ========
INLAND PLC
CONSOLIDATED BALANCE SHEET
FOR THE YEAR ENDED 30 JUNE 2007 At 30 June At 30 June
2007 2006
(Unaudited) (Audited)
£000 £000
ASSETS
Non-current assets
Property, plant and equipment 65 36
Investments 4,156 808
Investment in associate 385 262
Deferred tax 393 214
---------- ----------
4,999 1,320
---------- ----------
Current assets
Inventories 38,791 3,533
Trade and other receivables 2,674 82
Loan to associate 2,000 380
Cash and cash equivalents 42,838 815
---------- ----------
86,303 4,810
---------- ----------
Total assets 91,302 6,130
========== ==========
EQUITY
Capital and reserves attributable to the Company's
equity holders
Share capital 16,216 3,279
Share premium account 45,184 699
Retained earnings 373 (466)
---------- ----------
Total equity 61,773 3,512
---------- ----------
LIABILITIES
Current liabilities
Trade and other payables 740 596
Current tax liabilities 454 -
Borrowings - 525
Other financial liabilities 9,202 1,497
---------- ----------
Total current liabilities 10,396 2,618
---------- ----------
Non-current liabilities
Deferred purchase consideration 19,133 -
---------- ----------
Total non-current liabilities 19,133 -
---------- ----------
Total liabilities 29,529 2,618
---------- ----------
Total equity and liabilities 91,302 6,130
========== ==========
INLAND PLC
CONSOLIDATED STATEMENT OF CHANGES
IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2007 Share Share Retained
capital premium earnings Total
£000 £000 £000 £000
Loss attributable to shareholders - - (466) (466)
--------- --------- --------- ---------
Total recognised income and expense - - (466) (466)
Issue of equity 3,279 699 - 3,978
--------- --------- --------- ---------
At 30 June 2006 (Audited) 3,279 699 (466) 3,512
========= ========= ========= =========
Share based compensation - - 44 44
--------- --------- --------- ---------
Net income recognised directly in
equity - - 44 44
Profit attributable to shareholders - - 795 795
--------- --------- --------- ---------
Total recognised income and expense - - 839 839
Issue of equity 12,937 47,343 - 60,280
Issue expenses - (2,858) - (2,858)
========= ========= ========= =========
At 30 June 2007 (Unaudited) 16,216 45,184 373 61,773
========= ========= ========= =========
INLAND PLC Period from 16
CONSOLIDATED CASH FLOW STATEMENT Year ended June 2005 to
FOR THE YEAR ENDED 30 JUNE 2007 30 June 2007 30 June 2006
(Unaudited) (Audited)
£000 £000
Profit/(loss) for the period
before tax 1,123 (680)
Adjustments for:
- depreciation 16 6
- share based compensation 44 -
- interest expense 1,372 53
- interest and similar income (963) (49)
- Share of profit of associate (175) (62)
Changes in working capital (excluding the
effects of acquisition):
- increase in inventories (39,064) (3,582)
- increase in trade and other receivables (4,212) (462)
- increase in trade and other payables 29,522 2,106
---------- ----------
Net cash outflow from operating
activities (12,337) (2,670)
---------- ----------
Cash flow from investing activities
Interest received 946 40
Dividends received 11 -
Purchases of property, plant and
equipment (45) (42)
Equity investment in associate - (200)
Convertible loan stock in
associate - (800)
Listed investments (3,342) -
---------- ----------
Net cash used in investing
activities (2,430) (1,002)
---------- ----------
Cash flow from financing activities
Interest paid (107) (16)
New bank loans raised 1,175 525
Bank loans repaid (1,700) -
Issue of shares 57,422 3,978
---------- ----------
Net cash from financing
activities 56,790 4,487
---------- ----------
Net increase in cash and cash
equivalents 42,023 815
Cash and cash equivalents at
beginning of period 815 -
---------- ----------
Cash and cash equivalents at the
end of the period 42,838 815
---------- ----------
INLAND PLC
NOTES TO THE FINANCIAL INFORMATION
FOR THE YEAR ENDED 30 JUNE 2007
1. BASIS OF PREPARATION
The Preliminary Report is unaudited and does not constitute statutory accounts
within the meaning of s240 of the Companies Act 1985. The statutory accounts for
the year ended 30 June 2006 have been delivered to the Registrar of Companies
and statutory accounts for the year ended 30 June 2007 will be delivered to the
Registrar after the Company's Annual General Meeting. The auditors' opinion on
the accounts for the period ended 30 June 2006 was unqualified and did not
contain a statement made under s237 (2) or (3) of the Companies Act 1985.
The consolidated financial statements of Inland PLC have been prepared in
accordance with the EU Endorsed International Financial Reporting Standards
(IFRS), IFRIC interpretations and the Companies Act 1985 applicable to companies
under IFRS. The consolidated financial statements have been prepared under the
historical cost convention, except in respect of certain financial instruments.
The preparation of financial statements in conformity with IFRS requires the use
of certain critical accounting estimates. It also requires management to
exercise its judgment in the process of applying the Group's accounting
policies. Although these estimates are based on management's best knowledge of
the amount, event or actions, actual results ultimately may differ from those
estimates.
2. ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of the Group's IFRS
financial statements are set out below.
Basis of preparation
The consolidated financial statements have been prepared in accordance with
applicable International Financial Reporting Standards ('IFRS') as adopted by
the EU and as issued by the International Accounting Standards Board.
The financial statements have been prepared under the historical cost convention
except that they have been modified to include the revaluation of certain
non-current assets. The policies have changed from the previous year when the
financial statements were prepared under applicable United Kingdom Generally
Accepted Accounting Principles (UK GAAP). The comparative information has been
restated in accordance with IFRS. The changes to accounting policies are
explained in note 6 together with the reconciliation of opening balances. The
date of transition to IFRS was 16 June 2005.
The accounting policies that have been applied in the opening balance sheet have
also been applied throughout all periods presented in these financial
statements. These accounting policies comply with each IFRS that is mandatory
for accounting periods ending on 30 June 2007.
Standards in issue but not yet effective
• IAS 1 Presentation of Financial Statements (revised 2007) (effective
1 January 2009)
• IAS 23 Borrowing Costs (revised 2007) (effective 1 January 2009)
• IFRS 8 Operating Segments (effective 1 January 2009)
• IFRIC 11 IFRS 2 - Group and Treasury Share Transactions (effective 1
March 2007)
• IFRIC 12 Service Concession Arrangements (effective 1 January 2008)
• IFRIC 13 Customer Loyalty Programmes (effective 1 July 2008)
• IFRIC 14 IAS 19 - The Limit on a Defined Benefit Asset, Minimum
Funding Requirements and their Interaction (effective 1 January 2008)
None of these standards will have an impact on the Group's financial statements
except IAS 23 the effect of which is currently being evaluated.
Basis of consolidation
The Group's financial statements consolidate those of the Company and all of its
subsidiary undertakings drawn up to 30 June 2007. Subsidiaries are entities over
which the Group has the power to control the financial and operating policies so
as to obtain benefits from its activities. The Group obtains and exercises
control through voting rights.
Unrealised gains on transactions between the Group and its subsidiaries are
eliminated. Unrealised losses are also eliminated unless the transaction
provides evidence of an impairment of the asset transferred. Amounts reported in
the financial statements of subsidiaries have been adjusted where necessary to
ensure consistency with the accounting policies adopted by the Group.
Acquisitions of subsidiaries are dealt with by the purchase method. The purchase
method involves the recognition at fair value of all identifiable assets and
liabilities, including contingent liabilities of the subsidiary, at the
acquisition date, regardless of whether or not they were recorded in the
financial statements of the subsidiary prior to acquisition. On initial
recognition, the assets and liabilities of the subsidiary are included in the
consolidated balance sheet at their fair values, which are also used as the
bases for subsequent measurement in accordance with the Group accounting
policies. Goodwill is stated after separating out identifiable intangible
assets. Goodwill represents the excess of acquisition cost over the fair value
of the Group's share of the identifiable net assets of the acquired subsidiary
at the date of acquisition.
Associates
Associates are those entities over which the Group has significant influence but
which are neither subsidiaries nor interests in joint ventures. Investments in
associates are recognised initially at cost and subsequently accounted for using
the equity method. Acquired investments in associates are also subject to
purchase method accounting. However, any goodwill or fair value adjustment
attributable to the share in the associate is included in the amount recognised
as investment in associates.
All subsequent changes to the share of interest in the equity of the associate
are recognised in the Group's carrying amount of the investment. Changes
resulting from the profit or loss generated by the associate are reported in
'share of profits of associates' in the consolidated income statement and
therefore affect net results of the Group. These changes include subsequent
depreciation, amortisation or impairment of the fair value adjustments of assets
and liabilities.
Items that have been recognised directly in the associate's equity are
recognised in the consolidated equity of the Group. However, when the Group's
share of losses in an associate equals or exceeds its interest in the associate,
including any unsecured receivables, the Group does not recognise further
losses, unless it has incurred obligations or made payments on behalf of the
associate. If the associate subsequently reports profits, the investor resumes
recognising its share of those profits only after its share of the profits
equals the share of losses not recognised.
Unrealised gains on transactions between the Group and its associates are
eliminated to the extent of the Group's interest in the associates. Unrealised
losses are also eliminated unless the transaction provides evidence of an
impairment of the asset transferred. Amounts reported in the financial
statements of associates have been adjusted where necessary to ensure
consistency with the accounting policies adopted by the Group.
Revenue
Revenue is measured by reference to the fair value of consideration received or
receivable by the Group for goods supplied, excluding VAT and trade discounts.
Revenue is recognised upon transfer of risk to the customer.
Sale of land
Revenue from the sale of land is recognised when all the following conditions
have been satisfied:
•the Group has transferred to the buyer the significant risks and rewards
of ownership of the goods which is generally when contracts have been
completed
•the Group retains neither continuing managerial involvement to the degree
usually associated with ownership nor effective control over the land sold
which is generally when the contract has been completed
•the amount of revenue can be measured reliably
•it is probable that the economic benefits associated with the transaction
will flow to the Group, and
•the costs incurred or to be incurred in respect of the transaction can be
measured reliably.
Interest
Interest is recognised using the effective interest method which calculates the
amortised cost of a financial asset and allocates the interest income over the
relevant period. The effective interest rate is the rate that exactly discounts
estimated future cash receipts through the expected life of the financial asset
to the net carrying amount of the financial asset.
Rental income
Rental income is recognised on a straight line basis over the lease term.
Dividends
Dividends are recognised when the shareholders right to receive payment is
established.
Property, plant and equipment
Property, plant and equipment is stated at cost or valuation, net of
depreciation and any provision for impairment.
Disposal of assets
The gain or loss arising on the disposal of an asset is determined as the
difference between the disposal proceeds and the carrying amount of the asset
and is recognised in the income statement. The gain or loss arising from the
sale or revaluation of held for sale assets is included in 'other income' or
'other expense' in the income statement. Any revaluation surplus remaining in
equity on disposal of the asset is transferred to the profit and loss reserve.
Depreciation
Depreciation is calculated to write down the cost less estimated residual value
of all property, plant and equipment by the straight line method where it
reflects the basis of consumption of the asset. The rates generally applicable
are:
Fixtures & fittings - 25%
Office and computer equipment - 25%
Material residual value estimates are updated as required, but at least
annually, whether or not the asset is revalued.
Impairment testing of property, plant and equipment
For the purposes of assessing impairment, assets are grouped at the lowest
levels for which there are separately identifiable cash flows (cash-generating
units). As a result, some assets are tested individually for impairment and some
are tested at cash-generating unit level.
All 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. The
recoverable amount is the higher of fair value, reflecting market conditions
less costs to sell, and value in use based on an internal discounted cash flow
evaluation. All assets are subsequently reassessed for indications that an
impairment loss previously recognised may no longer exist.
Inventories
Inventories are stated at the lower of cost and net realisable value. Costs of
ordinarily interchangeable items are assigned using the first in, first out cost
formula. Cost includes cost of land and associated costs in relation to
acquisition and process of application for planning permission less discount for
deferred payment terms. Net realisable value is the anticipated sale value less
costs to obtain planning permission.
Taxation
Current tax is the tax currently payable based on taxable profit for the period.
Deferred income taxes are calculated using the liability method on temporary
differences. Deferred tax is generally provided on the difference between the
carrying amounts of assets and liabilities and their tax bases. However,
deferred tax is not provided on the initial recognition of goodwill, nor on the
initial recognition of an asset or liability unless the related transaction is a
business combination or affects tax or accounting profit. Temporary differences
include those associated with shares in subsidiaries and joint ventures unless
reversal of these temporary differences can be controlled by the Group and it is
probable that reversal will not occur in the foreseeable future. In addition,
tax losses available to be carried forward as well as other income tax credits
to the Group are assessed for recognition as deferred tax assets.
Deferred tax liabilities are provided in full, with no discounting. Deferred tax
assets are recognised to the extent that it is probable that the underlying
deductible temporary differences will be able to be offset against future
taxable income. Current and deferred tax assets and liabilities are calculated
at tax rates that are expected to apply to their respective period of
realisation, provided they are enacted or substantively enacted at the balance
sheet date.
Changes in deferred tax assets or liabilities are recognised as a component of
tax expense in the income statement, except where they relate to items that are
charged or credited directly to equity (such as the revaluation of land not
included in inventories) in which case the related deferred tax is also charged
or credited directly to equity.
Leased assets
In accordance with IAS 17, the economic ownership of a leased asset is
transferred to the lessee if the lessee bears substantially all the risks and
rewards related to the ownership of the leased asset. The related asset is
recognised at the time of inception of the lease at the fair value of the leased
asset or, if lower, the present value of the minimum lease payments plus
incidental payments, if any, to be borne by the lessee. A corresponding amount
is recognised as a finance leasing liability. Leases of land and buildings are
split into land and buildings elements according to the relative fair values of
the leasehold interests at the date of entering into the lease agreement.
The interest element of leasing payments represents a constant proportion of the
capital balance outstanding and is charged to the income statement over the
period of the lease.
All other leases are regarded as operating leases and the payments made under
them are charged to the income statement on a straight line basis over the lease
term. Lease incentives are spread over the term of the lease.
Employee benefits
Defined Contribution Pension Scheme
The pension costs charged against operating profits are the contributions
payable to the scheme in respect of the accounting period.
Financial assets
Financial assets, are divided into the following categories: loans and
receivables and financial assets at fair value through profit or loss. Financial
assets are assigned to the different categories by management on initial
recognition, depending on the purpose for which they were acquired. The
designation of financial assets is re-evaluated at every reporting date at which
a choice of classification or accounting treatment is available.
All financial assets are recognised when the Group becomes a party to the
contractual provisions of the instrument. Financial assets other than those
categorised as at fair value through profit and loss are recognised at fair
value plus finance costs. Financial assets categorised as at fair value through
profit or loss are recognised initially at fair value with transaction costs
expensed through the income statement.
Financial assets at fair value through profit or loss include financial assets
that are either classified as held for trading or are designated by the entity
as at fair value through profit or loss upon initial recognition. Subsequent to
initial recognition, the financial assets included in this category are measured
at fair value with changes in fair value recognised in the income statement.
Financial assets originally designated as financial assets at fair value through
profit or loss may not be re-classified subsequently.
Financial assets are designated as at fair value through profit or loss where
they eliminate or significantly reduce a measurement (or recognition) mismatch.
Loans and receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. Trade receivables
and loans to Associate are classified as loans and receivables. Loans and
receivables are measured subsequent to initial recognition at amortised cost
using the effective interest method, less provision for impairment. Any change
in their value through impairment or reversal of impairment is recognised in the
income statement.
Provision against trade receivables is made when there is objective evidence
that the Group will not be able to collect all amounts due to it in accordance
with the original terms of those receivables. The amount of the write-down is
determined as the difference between the asset's carrying amount and the present
value of estimated future cash flows.
Regular way purchases and sales are accounted for on trade date.
Interest and other cash flows resulting from holding financial assets are
recognised in the income statement when receivable, regardless of how the
related carrying amount of financial assets is measured.
A financial asset is derecognised only where the contractual rights to the cash
flows from the asset expire, or the financial asset is transferred and that
transfer qualifies for derecognition. A financial asset is transferred if the
contractual rights to receive the cash flows of the asset have been transferred
or the Group retains the contractual rights to receive the cash flows of the
asset, but assumes a contractual obligation to pay the cash flows to one or more
recipients. A financial asset that is transferred qualifies for derecognition if
the Group transfers substantially all the risks and rewards of ownership of the
asset, or if the Group neither retains nor transfers substantially all the risks
and rewards of ownership but does transfer control of that asset.
Financial liabilities
Financial liabilities are obligations to pay cash or other financial assets and
are recognised when the Group becomes a party to the contractual provisions of
the instrument. Financial liabilities categorised as at fair value through
profit or loss are recorded initially at fair value, all transaction costs are
recognised immediately in the income statement. All other financial liabilities
are recorded initially at fair value, net of direct issue costs.
Financial liabilities categorised as at fair value through profit or loss are
remeasured at each reporting date at fair value, with changes in fair value
being recognised in the income statement. All other financial liabilities are
recorded at amortised cost using the effective interest method, with
interest-related charges recognised as an expense in finance cost in the income
statement. Finance charges, including premiums payable on settlement or
redemption and direct issue costs, are charged to the income statement on an
accruals basis using the effective interest method and are added to the carrying
amount of the instrument to the extent that they are not settled in the period
in which they arise.
Financial liabilities are categorised as at fair value through profit or loss
where they are classified as held-for-trading or designated as at fair value
through profit or loss on initial recognition. Financial liabilities are
designated as at fair value through profit or loss where they eliminate or
significantly reduce a measurement (or recognition) mismatch.
A financial liability is derecognised only when the obligation is extinguished,
that is, when the obligation is discharged or cancelled or expires.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits, together
with other short-term, highly liquid investments that are readily convertible
into known amounts of cash and which are subject to an insignificant risk of
changes in value.
Dividends
Dividend distributions payable to equity shareholders are included in 'other
short term financial liabilities' when the dividends are approved in general
meeting prior to the balance sheet date.
Equity
An equity instrument is a contract which evidences a residual interest in the
assets after deducting all liabilities. Equity comprises the following:
'Share capital' represents the nominal value of equity shares.
'Share premium' represents the excess over nominal value of the fair value of
consideration received for equity shares, net of expenses of the share issue.
'Profit and loss reserve' represents retained profits.
3. INTEREST EXPENSE
Period from 16
Year ended June 2005 to
30 June 2007 30 June 2006
(Unaudited) (Audited)
£000 £000
Interest expense:
- bank borrowings 107 18
- notional interest on deferred
consideration 1,265 35
----------- ------------
1,372 53
=========== ============
4. EARNINGS/(LOSS) PER SHARE
Basic and diluted
Basic and diluted earnings/(loss) per share is calculated by dividing the profit
/(loss) attributable to equity holders of the Company by the weighted average
number of ordinary shares in issue during the year.
Period from 16
Year ended June 2005 to
30 June 2007 30 June 2006
(Unaudited) (Audited)
Profit/(loss)
attributable to equity
holders of the Company
(£'000) 795 (466)
------------ -------------
Weighted average
number of ordinary
shares in issue ('000) 80,944 14,195
Dilutive effect of
options treated as
exercisable at the
year end ('000) (96) -
------------ -------------
80,848 14,195
------------ -------------
Basic earnings/(loss)
per share in pence 0.98p (3.28)p
============ =============
Diluted
earnings/(loss) per
share in pence 0.98p (3.28)p
============ =============
5. SHARE CAPITAL
2007 2006
(Unaudited) (Audited)
£000 £000
Authorised
239,990,000 (2006: 100,000,000) ordinary shares of
10p each 23,999 10,000
1,000 (2006: NIL) deferred shares of £1 each 1 -
------------ ------------
24,000 10,000
============ ============
2007 2006
(Unaudited) (Audited)
£000 £000
Allotted, issued and fully paid
162,150,059 (2006: 32,792,866) 16,215 3,279
ordinary shares of 10p each
1,000 (2006: Nil) deferred shares of £1 each 1 -
------------ ------------
16,216 3,279
============ ============
All issued shares are fully paid.
On 4 August 2006, 6,710,367 ordinary shares were issued at £0.35 per share.
On 22 August 2006, 157,142 ordinary shares were issued at £0.35 per share.
On 30th August 2006, 714,285 ordinary shares were issued at £0.35 per share.
On 5 September 2006, 10,000 ordinary shares were issued at £0.35 per share.
On 2 October 2006, 970,000 ordinary shares were issued at £0.35 per share.
On 3 October 2006, 12,085,335 ordinary shares were issued at £0.35 per share.
On 19 October 2006, 580,427 ordinary shares were issued at £0.35 per share.
On 6 November 2006, 1,639,583 ordinary shares were issued at £0.35 per share.
On 14 November 2006, 2,678,482 ordinary shares were issued at £0.35 per share.
On 22 November 2006, 3,640,572 ordinary shares were issued at £0.35 per share.
On 6 December 2006, 143,000 ordinary shares were issued at £0.35 per share.
On 19 March 2007, 1,000 deferred shares were issued at £1 per share.
On 26 March 2007, 28,000 ordinary shares were issued at £0.50 per share.
On 3 April 2007, 100,000,000 ordinary shares were issued at £0.50 per share.
The deferred shares are not entitled to receive any dividends and carry one vote
per share in general meetings. On a return of capital, the holders of deferred
shares will receive £1.00 per share unless the conditions described below are
met, in which event the entitlement of holders of deferred shares will be
enhanced as described below.
In the event that (i) the return to holders of Ordinary Shares (calculated as
dividends received, together with the increase in share price over 50p exceeds
10 per cent. per annum compounded annually); and (ii) the relevant holder of
deferred shares has not voluntarily ceased to be employed by or engaged to
provide services to the Company or any Group company or been dismissed for cause
then the following provisions will apply:
(i) on a takeover (including a takeover effected by a scheme of arrangement)
the holders of the deferred shares will become entitled to redeem their shares
at a price which is calculated so as to attribute to all the deferred shares the
difference between the takeover offer price per share and 35p (or such other sum
as is agreed with HM Revenue & Customs) multiplied by 11,350,504; or
(ii) on a winding up, the assets attributable to the deferred shares will
likewise be calculated to be such amount as would represent the difference
between the amount attributable to each Ordinary Share and 35p (or such other
sum as is agreed with HM Revenue & Customs) multiplied by 11,350,504.
6. TRANSITION TO IFRS
Introduction
Inland plc has previously produced and filed financial statements under UK
Generally Accepted Accounting Practice (UK GAAP).
Reconciliations between IFRS and UK GAAP
The following reconciliations provide a quantification of the effect of the
transition to IFRS, with notes to the reconciliations:
- net income at 30 June 2006
- equity at 30 June 2006
The Company was incorporated on 16 June 2005 and these financial statements
under IFRS are the first financial statements. The cash flow statement for the
period ended 30 June 2006 under IFRS is also the same as under UK GAAP apart
from presentational differences.
Reconciliation of net income for period ended 30 June 2006
UK Associate's Notional Convertible
GAAP profit interest loan stock IFRS
£000 £000 £000 £000 £000
Revenue - - - - -
Cost of sales (5) - - - (5)
------- -------- ------- --------- -------
Gross loss (5) - - - (5)
Administrative
expenses (733) - - - (733)
------- -------- ------- --------- -------
Operating loss (738) - - - (738)
Finance costs - net 17 - (29) 8 (4)
------- -------- ------- --------- -------
(721) - (29) 8 (742)
Share of profit of
associate - 62 - - 62
------- -------- ------- --------- -------
Loss before tax (721) 62 (29) 8 (680)
Taxation 214 - - - 214
------- -------- ------- --------- -------
Loss for the period (507) 62 (29) 8 (466)
======= ======== ======= ========= =======
Reconciliation of equity at 30 June 2006
UK Associate's Notional Convertible
GAAP profit interest loan stock IFRS
£000 £000 £000 £000 £000
ASSETS
Non-current assets
Property,
plant &
equipment 36 - - - 36
Investments 1,000 62 - 8 1,070
Deferred tax 214 - - - 214
------- -------- -------- --------- ---------
1,250 62 - 8 1,320
Current assets
Inventories 3,582 - (49) - 3,533
Trade and
other
receivables 82 - - - 82
Loan to
associate 380 - - - 380
Cash and cash
equivalents 815 - - - 815
------- -------- -------- --------- ---------
4,859 - (49) - 4,810
------- -------- -------- --------- ---------
------- -------- -------- --------- ---------
Total assets 6,109 62 (49) 8 6,130
======= ======== ======== ========= =========
EQUITY
Capital and reserves
attributable to the
Company's equity
holders
Share capital 3,279 - - - 3,279
Share premium
account 699 - - - 699
Retained
earnings (507) 62 (29) 8 (466)
------- -------- -------- --------- ---------
Total equity 3,471 62 (29) 8 3,512
======= ======== ======== ========= =========
LIABILITIES
Current liabilities
Trade and
other payables 596 - - - 596
Deferred
purchase
consideration 1,517 - (20) - 1,497
Borrowings 525 - - - 525
------- -------- -------- --------- ---------
Total current
liabilities 2,638 - (20) - 2,618
------- -------- -------- --------- ---------
------- -------- -------- --------- ---------
Total
liabilities 2,638 - (20) - 2,618
------- -------- -------- --------- ---------
------- -------- -------- --------- ---------
Total equity
and
liabilities 6,109 62 (49) 8 6,130
======= ======== ======== ========= =========
Notes to the reconciliations
a) The Group has applied IAS 28: Investments in Associates to its investment in
Howarth Homes PLC at 30 June 2006. The Company owns 10% of the equity but is able
to exert significant influence. The effect of equity accounting for Howarth Homes
PLC as an associate is to take the Group's share of profit after tax of the
associate which amounts to £62,000.
b) In accordance with IAS 39, deferred payments arising from land creditors are to be
held at discounted present value, hence recognising a financing element over the
period of the deferred settlement terms. The land creditor is then increased to
the settlement value over the period of financing, with the financing element
charged as interest expense through the income statement.
The value of land held on the balance sheet and the corresponding land creditor is
reduced by the financing element. The reduction in land value in inventories will
result in an eventual reduction in cost of sales as the land is traded out. For
the period ended 30 June 2006, this has resulted in an inclusion of notional
interest of £29,000, a reduction of inventories by £49,000 and a net reduction in
land creditors of £20,000.
c) The Group has applied IAS 39: Financial instruments: Recognition and Measurement
to the Convertible Loan Stock in Howarth Homes PLC. The effect of this is to
separate the equity element of the convertible loan stock from the loan by
discounting the asset to its net present value. The loan is then increased to the
settlement value over the period of the loan stock with the net interest credited
to the income statement and a corresponding increase in the loan stock. The effect
of applying this Standard is to increase interest received by £8,000 and account
for the equity element of the convertible loan stock at £39,000 and reducing the
loan stock by a net amount of £31,000.
7. POST BALANCE SHEET EVENT
On 9 August 2007, the Company made an offer to acquire all of the issued share
capital of Poole Investments PLC ('Poole') that it did not already own. The
offer valued Poole at £11.1m. On 6 September 2007 the offer was declared
unconditional in all respects. Poole's primary asset is a 9.5 acre plot of land
in Lower Hamworthy, Dorset with an investment property that generates a rental
income.
This information is provided by RNS
The company news service from the London Stock Exchange