Circle Property PLC - Half-year Report

RNS Number : 8215I

Circle Property PLC

07 December 2022

7 December 2022

Circle Property Plc

("Circle", the "Company" or the "Group")

Interim Results for the six months ended 30 September 2022

DIVESTMENT PROGRAMME CONTINUES

Circle Property Plc (AIM: CRC) is pleased to announce interim results for the six months ended 30 September 2022.

John Arnold, Chief Executive of Circle Property Plc, said:

"We continue to progress our divestment strategy with a view to returning the net proceeds to shareholders.

The more challenging macroeconomic backdrop impacted the broader property investment market after the period. This has meant our rate of sales has slowed in recent months from the expedited rate achieved earlier in the year and pricing has also been softer. Nevertheless, we are still able to divest assets successfully and remain steadfast in generating the best value possible for shareholders.

Circle is debt free following these well-timed asset disposals and still expects to make the first capital distribution to shareholders in Q1 2023."

Highlights

· Approximately 60% of the property portfolio, by value, has been disposed of since the announcement of the divestment strategy in February 2022.

· Proven track record of divesting assets at prices in excess of book valuations to extract maximum value, albeit not at historical premiums during the reported period due to the weakened property market.

· The Group's loan facility was repaid in full in June 2022, leaving the Group debt free.

· At the period end, the Group's cash balance was £21 million, ahead of an expected return of capital to shareholders in Q1 2023.

· Unaudited net asset value ("NAV") of £2.73 per share as at 30 September 2022 (31 March 2022: £2.81; 30 September 2021: £2.74).

· Asset management continues with the refurbishment of K3 Kents Hill, Milton Keynes. Due to the evolving requirements of the tenant, refurbishment costs have increased from approximately £2.2 million to approximately £2.7 million and completion is expected to take place in December 2022.

Post period end

· On 6 October 2022, the Group completed the sale of Elizabeth House, Staines for a consideration of £3.5 million.

· On 23 November 2022, the Group exchanged contracts for the sale of Somerset House, Birmingham for a consideration of £15.180 million. Completion is expected to take place by the end of February 2023.

· The letting of K3, Kents Hill Business Park was completed and the sale at £4.5 million is expected to complete before the end of December 2022.

Outlook

· Post period, the disposals below valuation and the issue of 918,793 Ordinary Shares to the Executives under the Company's LTIP announced in October 2022 (the "LTIP Shares"), has impacted the current estimated NAV per share. The issue of the LTIP Shares had a negative dilutive effect on the current estimated NAV of 9 pence per share, reducing it to £2.64.

· In addition, due to challenging market conditions, the Board anticipates that by the end of the sales programme, the estimated NAV is expected to reduce further. Further announcements will be made as appropriate, as and when further disposals are made.

· Confident in delivering further asset sales to maximise returns, albeit selling into a more difficult investment market.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the UK version of the EU Market Abuse Regulation (2014/596) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time.

Circle Property Plc	+44 (0)207 930 8503
John Arnold, CEO Edward Olins, COO

Cenkos Securities	+44 (0) 207 397 8900
Katy Birkin Mark Connelly George Lawson

Radnor Capital Partners	+44 (0) 203 897 1830
Joshua Cryer Iain Daly

Camarco	+44 (0) 203 757 4992
Ginny Pulbrook Rosie Driscoll Toby Strong

About Circle Property Plc

Circle is not a Real Estate Investment Trust (REIT) and has historically actively recycled proceeds from asset sales into its refurbishment and redevelopment pipeline to generate attractive total returns. Since February 2022, the Group has embarked on an orderly break-up of the portfolio to return maximum value to shareholders.

Chief Executive's Statement

The property market reached record highs in certain sectors earlier in 2022. However, this has since reversed as a consequence of elevated inflation, market uncertainty, the war in Ukraine, the rising cost of capital and other macroeconomic challenges.

Although the property market has weakened considerably after the reported period, we are pleased that the majority of the properties were sold into a more receptive market earlier in the year. We moved quickly following the announcement of the divestment strategy, taking advantage of a buoyant market for regional offices, achieving prices in excess of book valuations. As a result, we expect the aggregate of all disposal prices to be in the region of 95% of the March 2022 valuations when regional office valuations were at their peak.

Disposals during the period included the completion of the sale of K1 & K2 at Kents Hill Business Park, Milton Keynes ("Kents Hill") in August 2022 at a price of £12.73 million, with a further payment of £4.5 million agreed for K3 following completion of the contracted letting to Kuehne+Nagel (subsequently let on 30 November 2022) and expected to complete by the end of December 2022. Moreover, Cheltenham House, Birmingham sold for £4.664 million (completed September 2022) and 720 Aztec West in Bristol sold for £2.52 million (completed May 2022).

The occupational market is challenging but our office portfolio has continued to benefit from workers returning to the workplace, with occupancy and usage high. Consequently, rent collection is no longer a topic as it was during the period of the pandemic, with rent collection at expected levels. The Group's active asset management approach has enabled us to capture demand, lease vacant space and deliver growth, at K3 Kents Hill, where we have added additional refurbishment capex in to meet the requirements of the incoming tenant.

As we further progress against our programme of asset disposals, the Board remains committed to maximising returns and delivering value to shareholders. Given the divestment strategy and plans for two returns of capital directly to shareholders, with the first expected in Q1 2023, the Board has resolved that there will be no interim dividend.

It is the Board's intention to liquidate all the remaining assets before the end of our current financial year, so long as there remains interested buyers at respectable pricing levels.

Condensed consolidated statement of comprehensive income

for the 6 months ended 30 September 2022

		6 months to 30 September 2022	6 months to 30 September 2021	12 months to 31 March 2022
	Note	(unaudited)	(unaudited)	(audited)
		£	£	£

Rental income	4	2,416,643	3,233,143	7,458,236
Other income	4	418,168	983,509	1,581,773
		2,834,811	4,216,652	9,040,009

Property expenses	5	(643,672)	(1,219,063)	(2,082,925)

Net rental income		2,191,139	2,997,589	6,957,084

Administrative expenses	6	(978,252)	(944,649)	(3,583,744)

Operating profit		1,212,887	2,052,940	3,373,340

(Loss)/gain on disposal of investment properties		(1,683,575)	599,446	2,070,908
(Loss)/gain on revaluation of investment properties	11	(1,074,273)	(1,300,804)	1,837,721

Operating (loss)/profit after revaluation of investment properties		(1,544,961)	1,351,582	7,281,969

Finance income	7	43,883	26	192
Finance costs	8	(444,191)	(760,934)	(1,488,907)

Net finance costs		(400,308)	(760,908)	(1,488,715)

(Loss)/profit for the period/year before taxation		(1,945,269)	590,674	5,793,254

Taxation	9	446,383	(156,562)	(1,425,337)

Total comprehensive (loss)/profit for the period/year		(1,498,886)	434,112	4,367,917

(Loss)/earnings per share	10	(0.05)	0.02	0.15

NAV per share		2.73	2.74	2.81

There is no comprehensive income other than that included in the loss for the period. All of the loss for the period is attributable to the owners of the Company.

All items in the above statement derive from continuing operations.

Condensed consolidated statement of financial position

as at 30 September 2022

	Note	30 September 2022	30 September 2021	31 March 2022
		(unaudited)	(unaudited)	(audited)
		£	£	£
Non-current assets
Investment properties	11	27,496,279	99,243,539	32,399,476
Right of use assets		61,959	2,316	75,728
Property plant and equipment		54,344	52,940	49,025
Lease incentives and receivables	13	771,372	9,966,711	1,350,524
Deferred tax asset		564,030	1,191,464	406,612
		28,947,984	110,456,970	34,281,365

Current assets
Investment properties	11	20,328,627	-	39,994,194
Lease incentives and receivables	13	3,859,460	2,731,180	3,858,790
Assets held for sale	12	6,400,000	20,000,000	2,200,000
Cash and cash equivalents		20,892,395	8,566,762	25,303,400
		51,480,482	31,297,942	71,356,384

Total assets		80,428,466	141,754,912	105,637,749

Equity
Stated capital		42,542,179	42,542,179	42,542,179
Treasury share reserve		1,047,684	1,170,961	1,047,684
Retained earnings		33,570,840	33,866,695	36,060,113
Total equity		77,160,703	77,579,835	79,649,976

Non-current liabilities
Loan borrowings	14	-	60,249,656	-
Trade and other payables	15	1,247,814	-	1,055,871
Lease liabilities for right of use assets		34,393	-	47,398
Deferred tax liability		540,353	379,226	923,046
		1,822,560	60,628,882	2,026,315

Current liabilities
Trade and other payables	15	1,419,603	3,539,026	2,631,128
Loan borrowings	14	-	-	21,305,537
Lease liabilities for right of use assets		25,600	7,169	24,793
		1,445,203	3,546,195	23,961,458

Total liabilities		3,267,763	64,175,077	25,987,773


Total liabilities and equity		80,428,466	141,754,912	105,637,749

The condensed consolidated interim financial statements were approved by the Board of Directors on 6 December 2022.

Condensed consolidated statement of changes in equity

for the 6 months ended 30 September 2021

	Stated capital	Treasury share capital	Share-based payment reserve	Retained earnings	Total
	£	£	£	£	£
As at 1 April 2021	42,162,178	380,001	1,047,684	33,814,453	77,404,316

Profit for the period	-	-	-	1,184,112	1,184,112

Share-based payments	-	-	123,277	-	123,277

Dividends	-	-	-	(1,131,870)	(1,131,870)

As at 30 September 2021	42,162,178	380,001	1,170,961	33,866,695	77,579,835

Loss for the period	-	-	-	3,183,805	3,183,805

Share-based payments	-	-	314,618	-	314,618

Reclassification	-	-	(437,895)	-	(437,895)

Dividends	-	-	-	(990,387)	(990,387)

As at 31 March 2022	42,162,178	380,001	1,047,684	36,060,113	79,649,976

Loss for the period	-	-	-	(1,498,886)	(1,498,886)

Dividends	-	-	-	(990,387)	(990,387)

As at 30 September 2022	42,162,178	380,001	1,047,684	33,570,840	77,160,703

Condensed consolidated statement of cash flows

for the 6 months ended 30 September 2022

	6 months to 30 September 2022	6 months to 30 September 2021	12 months to 31 March 2022
	(unaudited)	(unaudited)	(audited)
	£	£	£

Cash flows from operating activities
(Loss)/profit for the period before taxation	(1,945,269)	1,340,674	5,793,254
Adjustments for:
Finance income	(43,883)	(26)	(192)
Finance expense	444,191	760,934	1,488,907
Depreciation	9,241	7,785	16,715
Amortisation of right of use assets	13,769	18,700	30,196
Loss/(gain) on revaluation of investment properties	1,074,273	1,300,804	(1,837,721)
Loss/(gain) on disposal of investment properties	1,683,575	(599,446)	(2,070,908)
Gain on revaluation of assets held for sale	-	(750,000)	-
Share based payments	-	123,277	437,895
(Increase)/decrease in trade and other receivables	(246,335)	412,560	(207,344)
(Decrease)/increase in trade and other payables	(762,424)	(334,478)	17,065

Cash (used in)/from operating activities	227,138	2,280,784	3,667,867

Interest paid	(401,743)	(655,725)	(1,332,610)
Interest received	20,161	26	192
Taxation paid	-	-	(480,779)

Net cash (used in)/from operating activities	(154,444)	1,625,085	1,854,670

Cash flows from investing activities
Cost of refurbishment of investment properties	(1,497,510)	(1,084,488)	(2,089,004)
Proceeds from disposal of investment properties	19,866,425	3,436,621	61,009,583
Cost of additions of property plant and equipment	(14,561)	(6,315)	(11,330)

Net cash from investing activities	18,354,354	2,345,818	58,909,249

Cash flows from financing activities
Repayment of borrowings	(21,480,656)	(1,775,000)	(40,819,344)
Payment of lease liabilities	(14,430)	(20,075)	(41,722)
Dividends paid	(990,387)	(1,131,870)	(2,122,257)

Net cash used in financing activities	(22,485,473)	(2,926,945)	(42,983,323)

Net (decrease)/increase in cash and cash equivalents	(4,285,563)	1,043,958	17,780,596
Cash and cash equivalents at the beginning of the period	25,303,400	7,522,804	7,522,804
Cash and cash equivalents at the end of the period	21,017,837	8,566,762	25,303,400

Notes to the condensed consolidated interim financial statements

for the 6 months ended 30 September 2022

1 General information

These condensed consolidated interim financial statements are for Circle Property Plc ("the Company") and its subsidiary undertakings (together referred to as the "Group").

The Company's shares are admitted to trading on AIM, a market operated by the London Stock Exchange plc. The Company is domiciled and registered in Jersey, Channel Islands. The address of its registered office is 3rd Floor, IFC5, Castle Street, St Helier, Jersey, JE2 3BY.

The nature of the Company's operations and its principal activities are that of property investment in the UK.

2 Principal accounting policies

Basis of preparation

The condensed consolidated interim financial statements are prepared under the historical cost convention, on a basis other than going concern basis and in accordance with International Financial Reporting Standards and IFRIC interpretations adopted for use in the UK ("IFRS") and with those parts of the Companies (Jersey) Law, 1991 applicable to companies preparing their accounts under IFRS.

The condensed consolidated interim financial statements contained in this document do not constitute statutory accounts under Companies (Jersey) Law 1991. In the opinion of the directors, the condensed consolidated interim financial statements for this period fairly presents the financial position, result of operations and cash flows for this period.

The condensed consolidated interim financial statements have not been audited, nor have they been reviewed by the Company's auditors in accordance with the International Standard on Review Engagements 2410 issued by the Auditing Practices Board.

Statutory financial statements for the year ended 31 March 2022 were approved by the Board of Directors on 15 July 2022. The report of the auditors on those financial statements was unqualified, however, the report included an emphasis of matter on the non-going concern basis preparation of the Company.

Statement of compliance

The Interim Report includes the consolidated interim financial statements which have been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting'. The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 March 2022, which have been prepared in accordance with IFRS as adopted by the United Kingdom and applicable law.

Going concern

In February 2022, the Group provided an update on its future strategy whereby it would make targeted property sales, whilst investing in and actively managing the remainder of the property portfolio, over an extended period of two to three years. The proceeds of the future disposals were to be utilised to continue to reduce borrowings with the remaining proceeds to be returned to shareholders in an orderly and efficient manner.

Due to the Group's intention to pursue this revised strategy, the interim financial statements have been prepared on a basis other than going concern.

In preparing the financial statements on an alternate basis, the Board has continued to apply the requirements of IFRS taking into account that the Group is not intended to continue as a going concern in the foreseeable future.

This has resulted in a reclassification of investment properties and associated lease incentive assets that are expected to be disposed of in the period ending 30 September 2023 as current assets in accordance with IAS 1. There has been no impact on the measurement of assets and liabilities as at 30 September 2022. No additional provisions have been recognised as at 30 September 2022 in relation to the costs expected to be incurred in winding down the Group's operations.

The remainder of the property portfolio continues to be actively managed with strong rental collections and the timely recovery of any arrears. In assessing the Group's ability to continue operating, the Group's cash forecasts have been modelled based on the circumstances of each tenant on an individual basis and all envisaged development expenditure has been accounted for. Rental collections continue to be monitored on a monthly basis with payment plans agreed for the collection of overdue amounts.

New Standards adopted at 1 January 2022

There are no accounting pronouncements which have become effective from 1 January 2022 that have a significant impact on the Group's interim condensed consolidated financial statements.

Significant accounting policies

The accounting policies applied by the Group in these half-yearly results are the same as those applied by the Group in its consolidated financial information in its 2022 Annual Report and Accounts.

Areas of estimates and judgement

In preparing these condensed consolidated interim financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income, and expenses. Actual results may differ from these estimates.

The judgements, estimates and assumptions applied in the Group's consolidated interim financial statements, including the key sources of estimation uncertainty, were the same as those applied in the Group's last annual financial statements for the year ended 31 March 2022.

3 Operating segments

During the period the Group operated in one geographical segment, which is the United Kingdom, and one reporting segment, which is investment in commercial property. Therefore, no segmental reporting is required.

4 Revenue	6 months to 30 September 2022	6 months to 30 September 2021	12 months to 31 March 2022
	(unaudited)	(unaudited)	(audited)
	£	£	£

Rental income	2,223,900	3,337,533	6,904,275
Lease incentive adjustment	192,743	(104,390)	553,961
	2,416,643	3,233,143	7,458,236

Insurance recovery	65,373	100,268	125,279
Service charge income	334,489	798,241	1,324,494
Other income	18,306	85,000	132,000
	418,168	983,509	1,581,773

	2,834,811	4,216,652	9,040,009

5 Property expenses	6 months to 30 September 2022	6 months to 30 September 2021	12 months to 31 March 2022
	(unaudited)	(unaudited)	(audited)
	£	£	£

Property expenses	15,119	33,292	78,485
Property service charges	184,358	221,610	393,323
Property repairs and maintenance costs	-	28,753	28,753
Property insurance	60,305	75,048	146,483
Property rates	49,401	62,119	111,387
Recoverable service charge costs	334,489	798,241	1,324,494

	643,672	1,219,063	2,082,925

6 Administrative expenses	6 months to 30 September 2022	6 months to 30 September 2021	12 months to 31 March 2022
	(unaudited)	(unaudited)	(audited)
	£	£	£

Staff costs	515,224	506,001	2,167,519
Administration fees	150,563	153,200	308,302
Legal and professional fees	185,592	176,914	589,238
Audit fees	41,647	33,500	75,630
Accountancy fees	1,950	2,445	6,424
Rent, rates and other office costs	7,689	9,113	10,786
Other overheads	52,577	36,991	72,941
Depreciation of tangible fixed assets	9,241	7,785	16,715
Amortisation of right of use assets	13,769	18,700	30,196
Waiver of rental arrears	-	-	200,000
Provision for doubtful debts	-	-	105,993

	978,252	944,649	3,583,744

7 Finance income	6 months to 30 September 2022	6 months to 30 September 2021	12 months to 31 March 2022
	(unaudited)	(unaudited)	(audited)
	£	£	£

Bank interest	43,883	26	192

	43,883	26	192

8 Finance costs	6 months to 30 September 2022	6 months to 30 September 2021	12 months to 31 March 2022
	(unaudited)	(unaudited)	(audited)
	£	£	£

Loan interest	153,185	643,284	1,209,950
Loan commitment fees	25,100	17,739	71,949
Amortisation of lending costs	175,119	101,972	202,197
Interest on long-term incentive payment	88,555	-	5,111
Interest on lease liabilities	2,232	(2,061)	(300)

	444,191	760,934	1,488,907

9 Taxation	6 months to 30 September 2022	6 months to 30 September 2021	12 months to 31 March 2022
	(unaudited)	(unaudited)	(audited)
	£	£	£

Current tax	93,729	159,356	99,459
Deferred tax (credit) / charge	(540,112)	(2,794)	433,958
Impairment of deferred tax asset	-	-	891,920

	(446,383)	156,562	1,425,337

Basic earnings per share has been calculated on profit after tax attributable to ordinary shareholders for the period (as shown on the condensed consolidated statement of comprehensive income) and the weighted average number of ordinary shares in issue during the period.

	6 months to 30 September 2022	6 months to 30 September 2021	12 months to 31 March 2022
	(unaudited)	(unaudited)	(audited)
	£	£	£

(Loss)/profit for the period	(1,615,536)	434,112	4,367,917

Weighted average number of shares (excluding treasury shares)	28,296,762	28,296,762	28,296,792

(Loss)/earnings per ordinary share:	(0.06)	0.02	0.15

10 Diluted earnings per share	6 months to 30 September 2022	6 months to 30 September 2021	12 months to 31 March 2022
	(unaudited)	(unaudited)	(audited)
	£	£	£

(Loss)/profit for the period	(1,615,536)	434,112	4,367,917

Weighted average number of shares	29,183,396	29,322,398	29,183,396

Profit/(loss) per ordinary share:	(0.06)	0.01	0.15

11 Investment properties	30 September 2022	30 September 2021	31 March 2022
	(unaudited)	(unaudited)	(audited)
	£	£	£

Opening fair value per valuation report	75,700,000	132,150,000	132,150,000
Cost of refurbishment of investment properties	1,281,530	1,342,369	2,296,994
Disposal of investment properties	(19,350,000)	(2,837,175)	(58,938,675)
(Loss)/gain on revaluation of investment properties	(1,074,273)	(1,300,804)	1,837,721
Lease incentive amortisation	192,743	(104,390)	553,960
Reclassification of assets held for sale	(6,400,000)	(19,250,000)	(2,200,000)

Fair value of investment properties per valuation report	50,350,000	110,000,000	75,700,000

Unamortised lease incentives	(2,525,094)	(10,756,461)	(3,306,330)

Carrying value	47,824,906	99,243,539	72,393,670

Following the amendment of the basis of preparation of the financial statements, investment properties and the unamortised lease incentives thereon have been recognised as current and non-current assets dependent on the anticipated disposal date. At 30 September 2022, £29.25 million of the total value of the investment property of £50.35 million has been recognised as a current asset and £21.1 million has been recognised as a non-current asset.

At 30 September 2022, both K3, Kents Hill Park and Elizabeth House, are classified as held for sale given the properties meets IFRS 5 criteria (2021: 720 Aztec West).

The fair value of the Group's investment properties at 30 September 2022 has been arrived at on the basis of valuation carried out by Savills (UK) Limited. The valuation was carried out in accordance with the Practice Statements contained in the Appraisal and Valuation Standards as published by the RICS. In forming their opinion of the fair value, the independent valuer's had regard to the current best use of the property, its investment attributes, and recent comparable transactions. The valuation was carried out using the "All Risks Yield" method taking into consideration both sales and rental evidence and formulating the opinion of market value taking into account the properties' locations, specifications, and specific characteristics.

At 30 September 2022, the fair value of the Group's investment properties per the valuation report amounted to £50.35 million (2021: £110 million). The difference between the fair value of the investment properties per the valuation report and the fair value per the balance sheet of £2,525,094 (2021: £10,756,461) relates to unamortised lease incentives which are recorded in the financial statements within non-current and current assets.

The Group had pledged all of its investment properties to secure banking facilities granted to the Group as detailed in note 14. On 22 June 2022 the banking facilities were repaid and the security released.

12 Assets held for sale	30 September 2022	30 September 2021	31 March 2022
	(unaudited)	(unaudited)	(audited)
	£	£	£

Opening balance	2,200,000	-	-
Reclassification of K3, Kents Hill Park	2,900,000	-	-
Reclassification of Elizabeth House, London Road	3,500,000	-	-
Reclassification of One Castle Park, Bristol	-	19,250,000	-
Reclassification of 720 Aztec West	-	-	2,200,000
Disposal of 720 Aztec West	(2,200,000)	-	-
Gain on revaluation of assets held for sale	-	750,000	-

Closing balance	6,400,000	20,000,000	2,200,000

On 11 August 2022, the Group exchanged contracts on the sale of Elizabeth House, London Road to Map Commercial Properties Limited for a consideration of £3.5 million. Completion took place on 6 October 2022.

On 19 August 2022, the Group exchanged contracts on the sale of Kents Hill, Milton Keynes (buildings K1, K2 and K3) to Corum XL, for a consideration of £17.23 million. The sale of buildings K1 and K2 completed simultaneously on exchange at a sale price of £12.73 million. Completion of the sale of building K3, at a sale price of £4.5 million, is expected to take place prior to the end of the calendar year, following the completion of the refurbishment currently underway.

13 Lease incentives and receivables	30 September 2022	30 September 2021	31 March 2022
	(unaudited)	(unaudited)	(audited)
	£	£	£

Non-current
Lease incentives	771,372	9,966,711	1,350,524

Current
Lease incentives	1,753,721	789,750	1,955,807
Amounts due from property agents	15,369	51,586	77,491
Tenant deposits	225,351	272,662	225,351
VAT	125,442	-	-
Amounts due from tenants	1,257,606	1,379,759	1,426,867
Provision for doubtful debts	(105,993)	-	(105,993)
Other receivables	587,964	237,423	279,267

	3,859,460	2,731,180	3,858,790

14 Loan borrowings	30 September 2022	30 September 2021	31 March 2022
	(unaudited)	(unaudited)	(audited)
	£	£	£

Brought forward	21,305,537	61,922,684	61,922,684
Loan repayments	(21,480,656)	(1,775,000)	(40,819,344)
Amortisation of lending costs	175,119	101,972	202,197

Total borrowings	-	60,249,656	21,305,537

The Group was party to a revolving facility, with NatWest and HSBC. The facility was a £60 million revolving facility with an accordion option of up to £40 million. The facility had a four year term, repayable on 13 February 2023.

The facility was secured by a first and only legal charge over the Group's investment properties, an assignment of rental income, charges over specified bank accounts of the Group and a floating charge granted over all assets of the Group.

The revolving facility was fully repaid by the Group on 22 June 2022.

15 Trade and other payables	30 September 2022	30 September 2021	31 March 2022
	(unaudited)	(unaudited)	(audited)
	£	£	£

Non-current
Long-term incentive payment	1,247,814	-	1,055,871

Current
Trade payables	16,246	47,200	166,312
Property improvement costs	19,443	285,314	235,423
Wages and salaries	27,755	26,223	352,723
Deferred income	896,120	1,752,940	1,210,499
Rental deposit accounts	225,351	272,662	225,351
Finance costs	-	279,467	223,458
VAT	-	195,485	25,307
Valuation fee	9,600	13,200	24,000
Audit fees	39,000	33,500	75,630
Administration fees	-	-	66
Current taxation	186,088	633,035	92,359

	1,419,603	3,539,026	2,631,128

16 Subsequent events

On 6 October 2022, the Group completed the sale of Elizabeth House, Staines for a consideration of £3.5 million.

On 11 October 2022, John Arnold and Edward Olins exercised their rights to acquire, for nil consideration, 466,649 and 419,984 ordinary shares of no par value ("Ordinary Shares") respectively. The issue of 886,633 Ordinary Shares was satisfied by 255,034 Ordinary Shares which were held in treasury and the issue of a further 631,599 new Ordinary Shares. Following the exercise, the Company had a total of 29,183,395 Ordinary Shares in issue.

On 14 October 2022, John Arnold was issued a further 32,160 Ordinary Shares in respect of the accrued dividend attributable to his Long Term Incentive Plan shares issued on 11 October 2022. Edward Olins chose to receive the accrued dividend in cash. Following the issue, the Company has a total of 29,215,555 Ordinary Shares in issue.

On 23 November 2022, the Group exchanged contracts for the sale of Somerset House, Birmingham for a consideration of £15.18 million. Completion is expected to take place by the end of February 2023.

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