Interim Results

Off-Plan Fund Limited (The) 28 June 2007 For Immediate Release 28 June 2007 The Off-plan Fund Limited Interim Results for the six months ending 31 March 2007 The Off-plan Fund Limited, which specialises in providing forward finance to UK housebuilders, is pleased to announce its interim results for the period to 31 March 2007. The Fund is managed by Development Capital Management (Jersey) Limited. Copies of the Financial Statements are currently being printed and will be sent to shareholders shortly. They may also be obtained free of charge from Development Capital Management Limited, 84 Grosvenor Street, London, W1K 3JZ. List of Contacts Development Capital Management Roger Hornett Andy Gardiner 020 7355 7600 Numis Securities Iain McDonald Bruce Garrow 020 7260 1000 Buchanan Communications Charles Ryland Isabel Podda 020 7466 5000 Chairman's Statement The key events in the six months to 31 March 2007 for the Fund were the investments in two sites in the Home Counties, the exchange of half of the units at the Oldham Place site in Liverpool and the exit from the investment in Nottingham. This was followed shortly after the period end by a capital increase and share issue to Elsina, a company ultimately owned by the Tchenguiz family trust. Portfolio At the period end the Fund held contracts in respect of 113 units in Liverpool and the Home Counties and owned six units in Leicester. Of the 51 contracts in Liverpool 26 have been assigned to end buyers and 8 are under offer. Marketing of the units at Tring and Hayes has yet to commence. The independent Red Book valuation for the entire property portfolio at the end of March was £23.1m. At Oldham Place in Liverpool, building work has now commenced with the foundations underway and the site on track for completion in December 2008. At the period end the 26 units which have been sold had a sales value of £4.2m and 8 units worth £1.2m are under offer. The expected return on all these units before costs is estimated to be £293,000 on a deposit of £217,000. A number of offers on the remaining 17 units have been received by the Manager. However none of these have as yet been at sufficiently attractive prices, which we expect to rise as the development progresses. In the rental sector Liverpool continues to perform well, as the appetite for city centre living continues to expand. The impact of higher capital values in the purchase market has lead to potential first time buyers renting for longer periods prior to purchasing and rental values remain buoyant, especially below the £1,000pcm segment. At the time of writing, all of the six units the Fund owns at Wimbledon House in Leicester have now been let. Given the current weak sales conditions in Leicester, particularly for buy-to-let apartments, the Fund intends to hold and let for the foreseeable future. The stock has been financed from the Fund's cash reserves and may be refinanced should the need arise. Towards the end of the period the Fund made two further investments both in the Home Counties. The first in Tring, Hertfordshire is a development consisting of 38 new-build two bedroom apartments over a total of 26,860 square feet with parking. A number of units may fall under the s106 affordable housing requirement and the Fund has arranged the right to rescind any of these contracts should it wish to. The site is located near Brook Street; within half a mile of Tring town centre, approximately 15 miles north of Watford and 40 minutes commute by train into London Euston station. Aging stock in Tring remains the limiting factor in the rental market and the Manager anticipates that the Brook Street development will offer a product appealing to both buyers and tenants alike. The agreed purchase price is £218 per square foot (a total of £5.9m) on completion, a discount of 27.1% to the Red Book valuation provided by independent valuers, Douglas Duff, of £299 per square foot (£8.0m). Construction at the site is expected to commence over the summer and take 12 to 18 months. The second investment with the same developer is at a proposed development in Hayes, Middlesex. The Fund has agreed to purchase 31 apartments with parking, comprising 18,063 square feet. The site has good commuting links being close to the M4, M40 and Heathrow Airport together with easy rail and underground links to central London. The rental market in the area remains strong. Continual demand for all property types being driven by high profile companies located in several business parks nearby and by the ongoing development of terminal 5 at Heathrow. The agreement, conditional upon the Developer obtaining planning permission, is for the Fund to pay £253 per square foot (£4.6m) on completion. This represents a discount of 31.6% to the Red Book valuation of £393 per square foot (£7.1m) also provided by Douglas Duff. Construction of the development is expected to commence later in the year, once all preconditions are satisfied, and take 18 months. Performance The NAV over the six months has reported a moderate increase to 84.6p from 83.4p as the sales from Oldham Place exchanged, hampered a little from the declining Red Book valuation on the units in Leicester. The Red Book based portfolio valuation, which gives investors a better indication of the value inherent in the portfolio from the discounted purchase prices has risen 13% from 88.1p to 99.3p at the period end due to the significant discounts achieved on the units purchased at Tring and Hayes. It is disappointing to note the lack of movement in the Fund's share price, particularly following the faith shown by Elsina in increasing its holding to 20%. Market The UK residential property market continued to show resilience in the six month period despite the two 25 basis point increases in interest rates to 5.25% in November and January. A further rise to 5.50% since the end of the period has also yet to make itself felt, although there are signs particularly in the mortgage market, that demand may be tailing off. The market in the early part of 2007 remained robust, with the Land Registry reporting year on year growth of 8.3% for the end of March, nearly twice the growth reported at the same time a year ago and average monthly volumes rose 10% year on year to 96,994 for the period ending February 2007 (the latest available figures). Prices in London continue to outstrip growth seen elsewhere and at end March were 11.6% ahead, with strong demand both from abroad and the 'City'. All regions reported positive growth, with the East Midlands and the North East the weakest at 4.7% and 5.7% respectively. This gap appears to be widening as London and the South East continue to grow whilst other regions slip back in line with the forecast average for 2007. Buy-to let-demand remains solid, despite average rental yields falling to 6.0% at the end of December 2006, with RICS reporting tenant demand up 30% in the 3 months to the end of January. Buy-to-let loans now represent 11% of all mortgage lending and are expected to continue to grow strongly according to Mintel, who forecast the number of landlords doubling over the next three years. This is likely to be driven more by fundamentals, as at current interest rate levels buy-to-let mortgages are no longer self-financing. The immediate outlook is a little uncertain in the light of the muddled introduction of Home Information Packs (HIPs). Many observers believe this has led to a dash both to buy and to sell ahead of the original June 1st deadline, forcing prices to levels which may not be sustainable. With the postponement of HIPs until August for properties with four or more bedrooms only, the effect on stock currently in the market remains to be seen. The other uncertainty is obviously the impact of recent interest rate increases, which take between 12 and 18 months to have any meaningful impact on demand. Whilst fundamental demand continues to exceed supply, such uncertainty should not become an issue. Capital Increase Shortly after the period end the Fund issued a further 1,858,850 shares at a price of 95p per share, increasing the number of issued shares by 20%. The issue price compared with the end of December 2006 Red Book NAV of 87p and the prevailing share price of 84p. The issue was made exclusively to Elsina Limited, a company owned by the trustees for the Tchenguiz Family and advised by Consensus Business Group (CBG). The new shares increase Elsina's holding from 4.3% to 20.3% of the Fund, and the Board has agreed to accepting a representative from CBG on to the Board. In addition to the capital increase CBG bring a number of complementary areas of activity particularly the group's involvement in mortgage provision, estate agency and ground rents. Outlook The Manager currently has a sizable number of new investments at varying stages of analysis and is working hard to bring these to fruition. The closer relationship with CBG should add to the Fund's offering to both developers and end buyers and can only increase the Fund's opportunities. Over the period a number of developers have been including the financing model offered by the Fund as an integral part of their site appraisal and we would hope that as the results of these appear further investment can be committed. Graham Berry Chairman June 2007 Consolidated Balance Sheet As at 31 March 2007 As at As at As at 31 March 31 March 30 September 2007 2006 2006 Non-current assets Notes £ £ £ Quoted investments 4 5,666,608 7,351,126 5,941,738 Property contracts yet to 4 172,806 362,905 336,602 complete Investment property 4 971,000 - 1,025,000 6,810,414 7,714,031 7,303,340 Current assets Debtors 530,815 127,835 366,419 Cash and cash equivalents 593,145 147,350 136,200 1,122,635 275,185 502,619 Creditors - amounts falling due within one year Other payables (73,978) (79,243) (54,826) Net current assets 1,049,982 195,942 447,793 Total net assets 7,860,396 7,909,973 7,751,133 Equity Stated capital 8,739,246 8,739,246 8,739,246 Realised capital reserve 128,456 2,232 (108,348) Unrealised capital reserve (60,856) (18,489) (51,719) Investment property - - 42,107 revaluation reserve Issue costs reserve (609,232) (609,232) (609,232) Revenue reserve (337,218) (203,784) (260,921) Total shareholders' funds (all 7 7,859,071 7,909,973 7,751,133 equity) Net asset value per share 84.57 85.11 83.40 (pence) The financial statements were approved by the Board of Directors on 26 June 2007 and signed on its behalf by: Graham Berry Consolidated Income Statement For the six months ended 31 March 2007 Six months ended Six months ended Year ended 31 March 2007 31 March 2006 30 September 2006 Revenue Capital Total Revenue Capital Total Revenue Capital Total Notes £ £ £ £ £ £ £ £ £ Realised gains/ - 238,645 238,645 - - - - (109,308) (109,308) (losses) on property contracts yet to complete Deficit on (11,893) - (11,893) - - - - - - investment property Realised losses - (1,841) (1,841) - - - - - - on investments Unrealised - (9,137) (9,137) - (30,943) (30,943) - (65,445) (65,445) losses on investments Income 145,995 - 145,995 109,433 - 109,433 269,039 - 269,039 Investment (74,228) - (74,228) (41,298) - (41,298) (119,196) - (119,196) management fee Other expenses (136,171) - (136,171) (75,219) - (75,219) (214,064) - (214,064) Net (loss)/gain (76,297) 227,667 149,999 (7,084) (30,943) (38,027) (64,221) (174,753) (238,974) on ordinary activities before finance costs and taxation Net (loss)/gain 2 (76,297) 227,667 149,999 (7,084) (30,943) (38,027) (64,221) (174,753) (238,974) for the period before and after taxation (Loss)/gain per (0.82) 2.45 1.63 (0.11) (0.49) (0.60) (0.82) (2.23) (3.05) share (pence) Notes (a) The total column of this statement represents the profit and loss of the Company and the Group. (b) All items in the above statement derive from continuing operations. (c) The Company has no recognised gains or losses other than those disclosed in the Income Statement and Reconciliation of Movements in Shareholders' Funds. Consolidated Cash Flow Statement For the six months ended 31 March 2007 For the six For the six For the six months months months ended ended ended 31 March 31 March 30 September 2007 2006 2006 Cash flows from operating activities Investment income received 244,863 (17,612) 96,408 Rental income received 1,371 - - Deposit interest received 6,792 44,350 46,185 Investment management fees paid (74,228) (41,298) (119,196) Secretarial fees paid (19,513) (1,691) (3,651) Other cash payments (132,066) (42,088) (190,818) Net cash inflow/(outflow) from 27,219 (58,339) (171,072) operating activities Capital expenditure and investment activities Deposits and acquisition costs - - (1,258,442) relating to property Proceeds from sale of property 183,777 - - contracts Purchase of investments (905,749) (6,252,812) (6,253,664) Sale of investments 1,151,698 149,492 1,510,369 Net cash inflow/(outflow) from 429,726 (6,103,320) (6,001,737) investment activities Net cash inflow/(outflow) before 456,945 (6,161,659) (6,172,809) financing Financing Issue of shares - 6,769,246 6,769,246 Expenses of share issue - (609,232) (609,232) Net cash inflow from financing - 6,160,014 6,160,014 Increase/(decrease) in cash 456,945 (1,645) (12,795) Consolidated Statement of Total Recognised Gains and Losses As at 31 March 2007 As at As at As at 31 March 31 March 30 2007 2006 September 2006 £ £ £ Gain/(loss) for the financial period 149,999 (38,027) (238,974) (Loss)/gain on revaluation of investment (42,107) - 42,107 properties Total gains and losses recognised since 107,892 (38,027) (196,867) last annual report The Group has no other recognised gains or losses that are not shown in the income statement. Reconciliation of Movements in Shareholders' Funds For the six months ended 31 March 2007 Stated Capital Investment Issue Revenue Total caital reserves costs reserve property reserve revaluation reserve £ £ £ £ £ £ For the six months ended 31 March 2007 At 1 October 2006 8,739,246 (160,067) 42,107 (609,232) (260,921) 7,751,133 Revaluation of - - (42,107) - (11,893) (54,000) investment property Gain/(loss) for - 227,667 - - (64,404) 163,263 the period At 31 March 2007 8,739,246 67,600 - (609,232) (337,218) 7,860,396 For the six months ended 31 March 2006 At 1 October 2005 1,970,000 14,686 - - (196,700) 1,787,986 Issue of shares 6,769,246 - - - - 6,769,246 Expenses of share - - - (609,232) - (609,232) issue Loss for the - (30,943) - - (7,084) (38,027) period At 31 March 2006 8,739,246 (16,257) - (609,232) (203,784) 7,909,973 For the year ended 30 September 2006 At 1 October 2005 1,970,000 14,686 (196,700) 1,787,986 Issue of shares 6,769,246 6,769,246 Expenses of share (609,232) (609,232) issue (Loss)/gain for (174,753) 42,107 (64,221) (196,867) the year At 30 September 8,739,246 (160,067) 42,107 (609,232) (260,921) 7,751,133 2006 The accompanying notes are an integral part of the financial statements. Notes to the Consolidated Financial Statements For the six months ended 31 March 2007 1 Accounting policies The financial statements have been prepared under the historical cost convention, as mdified to include the revaluation of quoted investments and investment properties and in accordance with applicable Accounting Standards and the Statement of Recommended Practice for 'Financial Statements of Investment Trust Companies' issued in January 2003 and amended in December 2005. For the accounting period beginning on 1 October 2004 the Company had the option to prepare its financial statements in accordance with International Financial Reporting Standards (IFRS), as adopted by the International Accounting Standards Board (IASB). The Board has elected to continue to adopt UK Generally Accepted Accounting Principles (UK GAAP) and therefore with the new Financial Reporting Standards issued as part of the programme to converge UK GAAP with IFRS. (a) Basis of consolidation The financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 March. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences up to the date that control ceases. (b) Income Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount. Interest receivable on cash and short-term deposits is accrued to the end of the financial year. (c) Rental income Rental income from investment properties is based on a short term tenancy agreement and is recognised in the period earned. Property operating costs are expensed as incurred including any element of expenditure not recovered from tenants. (d) Quoted investments Purchases of investments are recognised on a trade date basis and included in the balance sheet at fair value. Sales of investments are also recognised on a trade date basis. Proceeds are measured at fair value, which is regarded as the proceeds of any sale less any transaction costs. The fair value of the financial instruments is based on their quoted bid prices at the balance sheet date, without any deduction for any estimated future selling costs. Changes in the value of investments and gains and losses on disposal are recognised in the income statement as 'gains/losses on investments' and are allocated to realised/ unrealised capital reserves as appropriate. (e) Property contracts yet to complete The Company has contractual obligations to purchase property that is currently being constructed, i.e. it has entered into contracts to purchase the property 'off-plan'. Under these contracts the Company is obliged to purchase these properties at a contracted price, but has the right to sell or transfer the contract to a third party. The 'Property contracts yet to complete' are included in the balance sheet at the lower of cost and net realisable value. Cost includes legal and other expenses incurred to acquire the contracts. The Directors are of the opinion that it is inappropriate to account for these contracts using fair value accounting methods because their fair value cannot be estimated with sufficient reliability. Realised gains and losses arising on the disposal of these contracts are taken to the realised capital reserve. (f) Investment property Investment properties are measured initially at cost, and subsequently remeasured to market value, reflecting market conditions at the balance sheet date. Gains or losses arising from the changes in fair values of investment properties are included in the consolidated statement of recognised gains and losses, as movements on the investment property revaluation reserve. Deficits arising from valuations are eliminated against any revaluation reserves in respect of that property with any excess, to the extent that it represents an impairment, being charged to the profit and loss account. 2 Returns per share The revenue return per share is based on the net loss for the period of £76,297 (March 2006: (£7,084); September 2006: (£64,221)) and on 9,294,248 shares (March 2006: 6,356,500; September 2006: 7,829,398), being the weighted average number of shares in issue. The capital return per share is based on the net gain for the period of £227,667 (March 2006: loss of £30,943; September 2006: loss of £174,753) and on 9,294,248 shares (March 2006: 6,356,500; September 2006: 7,829,398), being the weighted average number of shares in issue. 3 Management fee Six months Six months Year ended ended ended 30 September 31 March 2007 31 March 2006 2006 £ £ £ Management fee 74,228 41,298 119,196 The management fee paid to Development Capital Management (Jersey) Limited (DCM) is 2% per annum of the net asset value of the fixed income portfolio held by the Company, plus any cash amount of deposits paid and outstanding in respect of property contracts yet to complete. The management agreement between the Company and DCM is terminable by either party on 12 months notice. 4 Quoted Investments Six months Six months Six months ended ended ended 31 March 2007 31 March 2006 30 September 2006 £ £ £ Opening valuation 5,941,738 1,280,973 1,280,973 Opening unrealised appreciation 51,719 (13,116) (13,116) Opening book cost 5,993,457 1,267,857 1,267,857 Movements during the period: Purchases 895,425 6,253,664 6,253,664 Sales - proceeds (1,148,640) (150,344) (1,510,369) Amortisation of fixed income (10,938) (2,224) (17,085) book costs Sales - realised gains (1,841) 662 (610) Closing book cost 5,727,463 7,369,615 5,993,457 Closing unrealised appreciation (60,855) (18,489) (51,719) Closing valuation 5,666,608 7,351,126 5,941,738 Six months Six months Six months ended ended ended 31 March 2007 31 March 2006 30 September 2006 £ £ £ Property contracts yet to complete Opening book cost 336,602 362,905 362,905 Movements during the period Purchases 5,875 - 336,602 Reclassification to Investment - - (58,689) Properties Sales - proceeds (169,671) (194,908) Sales - realised losses (109,308) Closing book cost 172,806 362,905 336,602 The book costs above refer to Oldham Place, Liverpool (51 apartments). The table below summarises the costs incurred to date with these contracts and applies the 'Red Book' valuation, prepared by independant valuers at 31 March 2007, of the underlying properties as a basis of valuation for these contracts. The 'Red Book' value may not represent the 'fair value' of the contracts as explained in the 'market price risk' section of note 8. Waterfront Oldham Yeading Brook Total Plaza Place Lane Hayes Street Tring £ £ £ £ £ Deposits paid 217,906 336,602 - - 554,508 Legal and acquisition 86,310 - 2,938 2,938 92,185 costs Proceeds on disposal (194,908) (169,671) - - (364,579) Loss on disposal (109,308) - - - (109,308) Book cost as at 31 - 166,931 2,938 2,938 172,806 March 2007 Outstanding completion 3,135,000 3,135,000 payments Total historic cost 3,301,931 2,938 2,938 3,307,806 Red Book' valuation NA 8,250,000 7,100,000 6,780,889 22,130,889 Approximate completion NA Dec 2008 Jun 2009 Dec 2008 date Investment property 31 March 2007 31 March 2006 30 Sept 2006 £ £ £ Opening book cost 982,893 - - Movements during the - - - period: Reclassification from - - 58,689 properties yet to complete Completion payment - - 924,204 Closing book cost 982,893 - 982,893 Closing unrealised (11,893) - 42,107 appreciation Closing valuation 971,000 - 1,025,000 5 Stated Capital 31 March 31 March 30 Sept 2007 2006 2006 Authorised: The Company is a no par value ('NPV') company Founder shares 10 10 10 99,999,990 participating shares 99,999,990 99,999,990 99,999,990 100,000,000 100,000,000 100,000,000 Issued: Founder shares 2 2 2 Participating shares 9,294,248 9,294,248 9,294,248 Post balance sheet events On 17 April 2007, 1,858,850 participating shares were issued at 95p raising proceeds of £1,765,908. 6 Transaction costs There were no transaction costs charged to the Company during the period. A one-off fee, including brokerage costs, is charged by the custodian to the Manager. 7 Net asset value per share Net asset value attributable per share 31 March 2007 31 March 2006 30 September 2006 p p p Participating 84.56 85.11 83.40 shares Net asset value 31 March 2007 31 March 2006 30 September 2006 £ £ £ 7,860,396 7,909,973 7,751,133 8 Financial instruments The Company's financial instruments comprise fixed interest securities, cash balances and debtors and creditors that arise directly from its operations, for example, in respect of sales and purchases awaiting settlement, and debtors for accrued income. The property contracts yet to complete are not 'financial instruments' but appropriate disclosures have been given below. The main risks the Company faces from its financial instruments are (i) market price risk, being the risk that the value of investment holdings will fluctuate as a result of changes in market prices caused by factors other than interest rate or currency movement, (ii) credit risk, (iii) interest rate risk and (iv) liquidity risk. The Board regularly reviews and agrees policies for managing each of these risks. The Manager's policies for managing these risks are summarised below and have been applied throughout the period. The numerical disclosures exclude short-term debtors and creditors. Market price risk Market price risk arises mainly from uncertainty about future prices of financial instruments used in the Company's operations. It represents the potential loss the Company might suffer through holding market positions as a consequence of price movements. It is the Board's policy to hold a broad spread of fixed interest investments in the portfolio in order to reduce risk arising from factors specific to a particular location or sector. The Manager monitors market prices throughout the year and reports to the Board, which meets regularly in order to review investment strategy. The contracts are highly leveraged such that small changes in the values of the underlying properties can generate large changes in the unrealised values of the contracts. By way of an example the change in value of a contract using a 5% deposit could be affected by approximately twenty times the change in value of the underlying asset. It is the Board's policy to value each of the property contracts yet to complete at the lower of cost and net realisable value as set out in note 1(d). This eliminates to a significant degree the effect of market movements in the underlying property on the value of the contracts. The total purchase price including acquisition costs, of the 51 contracts is £6,649,702 and the Red Book valuation of the properties as at 31 March 2007 is £8,250,000. Should the Company complete on all the contracts and subsequent Red Book valuations fall by more than 19%, the Company would then be exposed to any further falls in the market, as the net realisable values would then be below cost. Credit risk As part of the fixed interest portfolio the Company places funds with third parties and is therefore potentially at risk from the failure of any such third party of which it is a creditor. The Company expects to place any such funds on a short-term basis only and spread these over a number of different providers. The deposits in respect of the property contracts yet to complete are held in escrow with the developers' solicitors. This money is only released to the developer on satisfactory completion of the property. Should a developer default on the contract the deposit and any interest earned would be returned to the Company. Interest rate risk Financial Assets The interest rate risk profile of financial assets at the balance sheet date was as follows: Fixed Interest 31 March 2007 31 March 2006 30 September 2006 £ £ £ Financial Assets 5,666,608 7,351,126 5,941,738 Property contracts yet to complete 5,666,608 7,351,126 5,941,738 Floating Rate 31 March 2007 31 March 2006 30 September 2006 £ £ £ Financial Assets 593,145 147,350 136,200 Property contracts yet to complete 593,145 147,350 136,200 Non-Interest Bearing 31 March 2007 31 March 2006 30 September 2006 £ £ £ Financial Assets 172,806 340,933 366,602 Property contracts yet to complete 172,806 340,933 366,602 All short-term debtors and creditors have been excluded from this disclosure. The fixed interest assets have a weighted average maturity of 1.2 years (31 March 2006: 1.7 years; 30 September 2006: 1.4 years) and a weighted average yield of 5.1% (31 March 2006: 5.2%; 30 September 2006: 5.1%) per annum. The floating rate assets consist of cash deposits on call earning interest at the prevailing market rates. Changes in interest rates will impact on the value of fixed interest securities and future cash flows from floating rate holdings. It will have no impact on the property contracts yet to complete. Liquidity risk The Company's assets mainly comprise cash balances and readily realisable securities, which can be sold to meet funding commitments if necessary. They also comprise property contracts yet to complete, which are illiquid. The Board has the ability to sell on the property contracts yet to complete. However, should they decide not to, if for example there was insufficient liquidity in the market, the Company would be liable to pay the remaining commitments set out in the contracts which is currently £2,948,120. Contingent liability The company has entered into conditional contracts to purchase 68 units at sites in Tring and Hayes. When these conditions are met, deposits totalling £467,337 will become due with a further £8,879,390 due on completion. This information is provided by RNS The company news service from the London Stock Exchange
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