Half Yearly Report

RNS Number : 3012R
CLS Holdings PLC
19 August 2010
 



19 August 2010

CLS HOLDINGS PLC

("CLS", THE "COMPANY" OR THE "GROUP")

ANNOUNCES ITS HALF YEARLY FINANCIAL REPORT FOR THE SIX MONTHS TO 30 JUNE 2010

A solid set of results demonstrating the success of CLS's secondary portfolio and active property, financing and cash management

CLS is a property investment company with a diverse portfolio of £792 million modern, well-let properties in the UK, France, Germany and Sweden.  CLS's properties have been selected for their potential to generate high returns on capital investment through active asset management.

 

FINANCIAL HIGHLIGHTS

á     Profit before tax up 113% to £28.1 million (2009: £13.2 million)

á     Profit after tax up 137% to £24.7 million (2009: £10.4 million)

á     Gain on sale of corporate bonds £10.6 million

á     Earnings per share up 142% to 51.8 pence (2009: 21.4 pence)

á     Adjusted earnings per share up 246% to 39.4 pence

á     Underlying valuations up 0.8% overall in local currencies

á     Portfolio value £792.3 million (31 December 2009: £813.0 million)

á     Adjusted gearing down to 135.2% (31 December 2009: 141.7%)

á     Proposed tender offer buy-back of 1 in 74 shares at 625 pence, equivalent to 8.45 pence per share

OPERATIONAL HIGHLIGHTS

á     A robust start to the year in challenging economic conditions

á     Continued strong performance on lettings with average vacancy of 5%

á     Weighted average cost of debt 4%, one of the lowest in the sector

á     Net initial yield of 7.4%, 340 basis points above cost of debt

á     Re-entered the UK property market with the acquisition of Apex Tower for £20m in July

á     Further progress made on redevelopment options

Sten Mortstedt, Executive Chairman of CLS, commented:

"The Group has had an encouraging first half of 2010, which demonstrates the quality of our assets, the strength of our balance sheet and the benefits of diversification into liquid corporate bonds generating a much higher return than bank deposits.

 

"Our results have been achieved against a backdrop of tough economic and political conditions. The period has seen a sovereign debt crisis, concern over the stability of the Eurozone, further bank stress testing, a coalition government in the UK, and anxiety over the durability of the economic recovery.

 

"The fundamentals of our business remain sound, we are heartened by the signs of new tenant demand, we have a solid, diversified portfolio, and we have substantial cash available for new investment. There are opportunities and challenges ahead and we are well prepared to meet them both."

 

Copies of the half-yearly report are available for download from our website at www.clsholdings.com.  Hard copies can be requested via the website or by contacting the company (email: enquiries@clsholdings.com or phone +44 (0)20 7582 7766).

 

Enquiries:

CLS Holdings plc                                                020 7582 7766

Sten Mortstedt, Executive Chairman

Henry Klotz, Chief Executive Officer

Richard Tice, Deputy Chief Executive Officer

Smithfield                                                            020 7360 4900

Alex Simmons

Brewin Dolphin Limited

Mark Brady                                                            0845 213 4729

Miriam Greenwood

Liberum Capital Limited                                    020 3100 2222

Chris Bowman

Tom Fyson

Kinmont                                                               020 7087 9100

Jonathan Gray

 

www.clsholdings.com

 

 

CLS HOLDINGS PLC - HALF-YEARLY FINANCIAL REPORT 2010

 

FINANCIAL HIGHLIGHTS

>       Profit before tax: up 113% to £28.1 million (2009: £13.2 million)

>       Profit after tax: up 137% to £24.7 million (2009: £10.4 million)

>       Core profit: up 48% to £19.8 million (2009: £13.4 million)

>       £10.6 million gain realised on sale of corporate bonds

>       Adjusted earnings per share: up 246% to 39.4 pence (2009: 11.4 pence)

>       Adjusted net assets per share: 768.4 pence (31 December 2009: 767.5 pence)

>       Proposed tender offer buy-back: 1 in 74 shares at 625 pence, equivalent to 8.45 pence per share, and increasing pro forma adjusted net assets per share to 770.3 pence

>       Portfolio value: £792.3 million - underlying valuation movement up 0.8% overall in local currencies Ð up 0.5% in UK, 2.1% in France and 0.2% in Germany, down 1.1% in Sweden

>       Recurring interest cover: increased to 3.2 times (2009: 2.4 times)

>       Weighted average cost of debt: 4.0% (31 December 2009: 4.0%) - one of the lowest in the property sector

>       £20.45 million acquisition of Apex Tower in New Malden exchanged in July

 

OTHER KEY DATA

>       Net assets per share: up to 655.3 pence (31 December 2009: 643.3 pence)

>       Earnings per share: up 142% to 51.8 pence (2009: 21.4 pence)

>       Liquid corporate bond portfolio: £58.7 million

>       Cash resources: £64.0 million

>       Property loan to value ratio: down to 65.0% (31 December 2009: 66.9%)

>       Adjusted gearing: 135.2% (31 December 2009: 141.7%)

>       Solidity: 31.3% (31 December 2009: 30.2%)

>       Adjusted solidity: 37.2% (31 December 2009: 36.4%)

>       Portfolio valuation: down 3.2%, comprising an underlying gain of 0.8% and a fall of 4.0% from foreign exchange movements

>       Weakness of euro and Swedish krona: reduced adjusted net assets per share by 35.0 pence

>       Movement in fair value of interest rate swaps: reduced adjusted net assets per share by 14.4 pence

 

A glossary of terms is set out below

 

 

CHAIRMAN'S STATEMENT

 

OVERVIEW

The Group has had an encouraging first half to 2010, which demonstrates the quality of our assets, the strength of our balance sheet and the benefits of diversification into liquid corporate bonds generating a much higher return than bank deposits.

 

Our results have been achieved against a backdrop of tough economic and political conditions. The period has seen a sovereign debt crisis, concern over the stability of the Eurozone, further bank stress testing, a coalition government in the UK, and anxiety over the durability of the economic recovery.

 

Since the beginning of the year, property investment markets, particularly in the UK, have displayed more rational characteristics than in late 2009. The number of buyers has reduced and banks are showing clear preference only to lend to strong companies like CLS.

 

PORTFOLIO

In local currency the investment property portfolio gained 0.8% in value, or £6.3 million, on a like-for-like basis in the six months: the UK portfolio rose by 0.5%, France by 2.1% and Germany by 0.2%, and Sweden fell by 1.1%. The weakness of the euro against sterling meant gross property assets at 30 June 2010 fell to £792.3 million (31 December 2009: £813.0 million), or 3.2% on a like-for-like basis. The net initial yield of 7.4% compares to our weighted average cost of debt of 4.0%, a differential of some 340 basis points, which is one of the highest in the property sector.

 

The letting markets in which we operate remain challenging and it is testament to our team that the void rate across the Group of 5.0% at 30 June was well below the average in our chosen sectors. There have been signs in the last two months of tenant demand improving across our markets and, with leases signed or agreed since 1 July, the vacancy rate has dropped back to 4.4%.

 

We concentrate on the well-proven virtues of active asset management and cash flow focus, so our weighted average lease length remains at 8.4 years, or 7.3 years if calculated to the first break, and 42.3% of the Group's rent roll is with Government tenants.

 

RESULTS

Profit after tax was £24.7 million (2009: £10.4 million), which included a gain of £10.6 million on the disposal of corporate bonds. This generated basic earnings per share of 51.8 pence (2009: 21.4 pence). After excluding the effect of deferred tax and the movement on the revaluation of investment properties, adjusted earnings per share were 39.4 pence (2009: 11.4 pence).

 

Adjusted net assets per share at 30 June 2010 were 768.4 pence (31 December 2009: 767.5 pence) a marginal rise, dampened by 35.0 pence per share through the euro and krona having weakened against sterling in the six months, and by 14.4 pence per share through the movement in the fair value of derivative financial instruments.

 

Net debt as a proportion of gross assets (less cash) was 53.1% (2009: 54.7%) and the Group's property loan to value was 65.0% (2009: 66.9%). Our liquid resources are healthy, with over £120 million of cash and corporate bonds at our disposal, so the balance sheet is robust. We continue to enjoy strong banking relationships with 19 lenders, and our financing is secure and effective; at 30 June our weighted average unexpired loan term was 6.1 years.

 

DISTRIBUTIONS

Following the exceptional £48.0 million returned to shareholders in January 2009, in April 2010 we restored our distribution policy and returned £6.0 million to shareholders through our traditional route of a tender offer buy-back. We intend to distribute a further £4.0 million in September through a tender offer buy-back of 1 in 74 shares at 625 pence per share. A circular giving notice of a general meeting to consider this will be issued to shareholders today.

 

APPOINTMENTS TO THE BOARD

On 11 May Richard Tice and Jennica Mortstedt joined the Board as Deputy Chief Executive and Non-Executive Director, respectively, and Bengt Mortstedt retired as a Non-Executive Director. I would like to reiterate my thanks to my brother, Bengt, for his many years of service and wise counsel to the Group.

 

EVENTS AFTER THE BALANCE SHEET DATE

Earlier this month we took advantage of the current market opportunities when we exchanged contracts on the acquisition of Apex Tower in New Malden for £20.45 million, representing a net initial yield of 8.66% from a ten year lease to a FTSE 100 tenant. We anticipate that this will produce a return on capital employed of over 16% per annum. We are seeing further interesting potential acquisitions at attractive prices both in London and in Paris, which we will look to exploit over the coming months.

 

CONCLUSION

The fundamentals of our business remain sound: our portfolio yields 340 basis points over our weighted average cost of debt; more than 40% of our rent roll is let to Government tenants; we believe in strong, in-house active management of the portfolio; our void rate of 4.4% is low; we are heartened by the signs of new tenant demand; we have a solid, diversified portfolio; and we have substantial cash and liquid resources available for new investment. There are opportunities and challenges ahead and we are well prepared to meet them both.

 

 

 

 

Sten Mortstedt

Executive Chairman

19 August 2010

 

 

BUSINESS REVIEW

 

INVESTMENT PROPERTY

UNITED KINGDOM  At 30 June 2010, the UK accounted for 44.2% of the investment portfolio at a value of £350.3 million, 0.5% higher than six months earlier on a like-for-like basis. The UK portfolio has a strong tenant profile, with over 50% by rental value let to government tenants, and longevity of income, with a weighted average lease term of over 10 years.

 

In the first half of 2010, the UK property investment market continued its tentative improvement which began in 2009. As prime yields continued to fall the gap between these and the yields of secondary assets widened. We believe that there are now selective opportunities for CLS. The rush to buy commercial property by institutional investors in late 2009 has subsided, leaving a more sensible and settled market closer reflecting its fundamentals. Overseas investors, though active, mainly target prime trophy assets outside our core markets.

 

In April we acquired 100 Vauxhall Walk, SE11, for £1.8 million, thereby completing the site assembly for our intended development of Spring Gardens III, adjacent to our highly successful 19,387 sq m Spring Gardens development.

 

A number of leases across the 117,300 sq m UK portfolio expired in the period. Whilst some have been restructured at current rental levels, we have taken advantage of others, in particular at Westminster Tower, SE1, to refurbish and improve tenant and common areas. Consequently, the UK void rate by rent increased from 4.5% to 5.4% in the six months. The vacancies at Westminster Tower, together with three further floors we plan to take back from tenants before the end of the year, provide the opportunity for a significant refurbishment to be undertaken later this year.

 

FRANCE Valued at £211.3 million, or 26.7% of the Group's total, the French portfolio rose by 2.1% on a like-for-like basis in local currency, but fell by 5.7% in sterling. The rise reflected positive market sentiment towards good quality, multi-let properties with strong cash flows.

 

The French investment market continued to exhibit a greater demand for good quality office investments than supply, which continued to produce downward pressure on yields. Following our £29.2 million acquisition of 7 rue Eugene et Armand Peugeot in Rueil-Malmaison at the end of December, we have remained selectively active in the Paris property market and expect to complete the acquisition of a further property before the end of the year.

 

The Paris occupancy market in the six months has shown greater signs of demand than in 2009 and, with a relatively restricted supply, the market vacancy rate in Paris has dropped to 5.3%, and across France to 6.8%.

 

Of the Group's 85,800 sq m portfolio, 5,940 sq m was subject to lease extensions. Expiries on 1,819 sq m exceeded new lettings on 1,650 sq m and, consequently, the void rate by rent increased from 4.2% to 4.7%, well below the national average.

 

GERMANY The German portfolio, 22.7% of the Group, was valued at £179.7 million at 30 June 2010, a rise of 0.2% in local currency on a like-for-like basis, but a fall of 7.7% in sterling after exchange rate movements.

 

In the first half of 2010 the German economy grew by 2.4%, whilst the commercial investment property market was characterised by larger portfolio transactions when compared to twelve months earlier. The occupational market showed marginal signs of improvement, but demand remained below the ten year average. Nevertheless, we have noticed a definitive improvement in enquiries and demand in the last two months.

 

Of the 140,000 sq m in our German portfolio, 2,164 sq m were vacated in the half year to 30 June, but lettings were achieved on 2,379 sq m, a notable accomplishment in a difficult market, and consequently, the void rate remained largely unchanged at 5.9% by rental value; the national average vacancy rate in Germany is some 10%.

 

SWEDEN We treat our Swedish portfolio of adjacent buildings in Vanersborg, near Gothenburg, collectively as one asset of 45,500 sq m called Vanerparken. At 30 June 2010 it was valued at £51.0 million, a fall of 1.1% on a like-for-like basis in local currency, and of 1.7% after a small foreign exchange impact. It represented 6.4% of our total portfolio.

 

97% of our Swedish rental income is from governmental tenants, subject to annual indexation. The weighted average lease term is 6.5 years, and voids are 1.9% by rental income.

 

The Swedish investment market in the first half of 2010 was SEK 43.3 billion, 200% higher than the equivalent period last year, and we remained vigilant for well-priced investment opportunities, but have continued to see better value elsewhere in Europe.

 

OTHER INVESTMENTS

We continue to hold, and closely monitor the performance of, corporate bonds issued by well-known, large companies. In February, we disposed of around half of the £70.0 million of bonds held at the beginning of the period, realising a gain of £10.6 million on historical cost. £31.2 million of these proceeds were subsequently and gradually reinvested and at 30 June the portfolio comprised 29 bonds valued at £58.7 million. Overall, the portfolio fell in value during the period by £2.2 million, of which £1.3 million was due to adverse foreign exchange movements. Interest of £2.5 million generated from corporate bonds in the six months represented an annualised return on cost of 8.95%. Since 1 July 2010, we have invested a further £3.9 million, and the portfolio has risen by £7.2 million to £65.9 million.

 

Catena AB is a property investment company listed in Stockholm in which the Group owns a 29.99% stake. In the six months to June, Catena enjoyed a strong half year, contributing £5.2 million (2009: £0.9 million) to our profit before tax.

 

Throughout the six months to 30 June 2010, the Group owned a 47.7% interest in Bulgarian Land Development Plc, which was valued at £11.8 million at 30 June 2010. In July shareholders in BLD voted to delist the company from the AIM market to save running costs, and, working closely with the other two major shareholders, our aim is to maximise the value of our investment in BLD over the short to medium term.

 

Wyatt Media Group AB, the third largest on-line media house in Scandinavia, continues to perform well, exceeding budget in the period with a pre-tax profit of £0.3 million.

 

RESULTS FOR THE PERIOD

HEADLINES Profit after tax of £24.7 million (2009: £10.4 million) generated basic earnings per share of 51.8 pence (2009: 21.4 pence). After excluding the effect of deferred tax and the movement on the revaluation of investment properties, adjusted earnings per share were 39.4 pence (2009: 11.4 pence). Gross property assets at 30 June 2010 fell to £792.3 million (31 December 2009: £813.0 million) after an adverse exchange rate movement of £32.7 million. Net assets per share were 655.3 pence (31 December 2009: 643.3 pence) and adjusted net assets per share, which exclude deferred tax, were broadly unchanged at 768.4 pence (31 December 2009: 767.5 pence).

 

Approximately 40% of the Group's business is conducted in the reporting currency of sterling, and 8% in Swedish kronor, the exchange rate for which remained largely unchanged against sterling. However, half of the Group's business is conducted in euros, the rate of which weakened by 7.7% against sterling between 31 December 2009 and 30 June 2010, adversely impacting adjusted net assets per share by around 4.4%, or 35 pence per share.

 

STATEMENT OF COMPREHENSIVE INCOME Rental income of £30.7 million was £1.7 million higher than the corresponding period in 2009 due largely to the acquisition of 7 rue Eugne et Armand Peugeot in Rueil-Malmaison in December (£1.1 million) and new rental income from recent developments at Bochum and Landshut in Germany (£1.0 million).

 

The 0.8% uplift in local currency of the investment property portfolio generated a gain of £6.3 million (2009: £5.2 million), and the sale of corporate bonds in February realised an historical cost gain of £10.6 million on bonds which had cost £30.8 million, and had been held on average for less than nine months.

 

At 30 June 2010 the weighted average cost of debt was 4.0%, one of the lowest in the listed property sector. Net finance costs of £17.6 million (2009: £14.5 million) included bank interest payable of £9.0 million, £1.1 million below the comparable figure last year.

 

Our 29.9% interest in Catena AB generated £5.2 million (2009: £0.9 million) of profits, and our share of profits of associates in aggregate was £4.6 million (2009: £0.4 million).

 

ADJUSTED NET ASSETS PER SHARE   Although adjusted net assets per share at 30 June 2010 remained virtually unchanged from six months earlier at 768.4 pence (2009: 767.5 pence), this masked a number of compensating elements. Profit after tax, but before the effect of valuations and foreign exchange, added 38.4 pence per share. The property revaluation added 13.3 pence per share, but adjusted net assets per share were reduced by 14.4 pence on the revaluation of financial derivatives, by 3.6 pence on the revaluation of corporate bonds and other investments, and by 35.0 pence per share by the relative weakness of the euro and krona to sterling. The tender offer buy-back and the issue of treasury shares at market value added 2.2 pence per share.

 

During the period, 300,000 share options were granted, although they had no dilutive effect on adjusted net assets per share at 30 June 2010.

 

CASH FLOW, NET DEBT AND GEARING Net cash flow from operating activities of £14.3 million was £7.9 million higher than the corresponding period in 2009 due primarily to higher rental income and lower interest costs. Of the £41.4 million of proceeds from the disposal of corporate bonds, £31.2 million was reinvested, and capital expenditure of £6.5 million was incurred. New bank loans of £30.1 million were taken out and £47.0 million repaid. £6.0 million was returned to shareholders through the tender offer buy-back in April, and overall cash balances fell marginally, by £6.3 million to £64.0 million.

 

At 30 June 2010, gross debt was £554.6 million (31 December 2009: £592.8 million) and net debt £490.6 million (2009: £522.5 million). The Group's property loan to value was 65.0% (2009: 66.9%), balance sheet gearing was down to 158.5% (2009: 169.1%) and adjusted gearing, excluding deferred tax, was 135.2% (2009: 141.7%).

 

At 30 June 2010, current liabilities exceeded current assets by £67.4 million. Within current borrowings was a loan of £7.7 million which was refinanced in July and a loan of £42.9 million due to expire in October, the refinancing of which was well advanced. Further, in addition to cash and cash equivalents of £64.0 million, at 30 June the Group had liquid corporate bonds of £58.7 million. None of the Group's borrowing covenants was in breach at 30 June 2010; potential breaches could be rectified on the part-repayment of £1.6 million of principal.

 

SHARE CAPITAL  In March, 207,000 Treasury Shares were issued at market value, and in April 1,004,817 shares were cancelled under the tender offer buy-back at 525 pence per share. At 30 June 2010, there were 47,226,439 shares in issue, and 4,793,000 Treasury Shares held by the Company. If taken up in full, the effect of the proposed tender offer buy-back in September would be to reduce the number of shares in issue to 46,588,244.

 

PRINCIPAL RISKS AND UNCERTAINTIES

There are a number of potential risks and uncertainties which could have a material impact on the Group's performance and could cause the results to differ materially from expected or historical results. The management and mitigation of these risks are the responsibility of the Board.

 

Risk

Mitigation

Property investment risks

Underperformance of investment portfolio impacting on financial performance due to:

-    Cyclical downturn in property market

-    Inappropriate buy/sell/hold decisions

Senior management has detailed knowledge of core markets and experience gained through many market cycles. This experience is supplemented by external advisors and financial models used in capital allocation decision-making.

-    Changes in supply of space and/or tenant
     demand affecting 
rents and vacancies

The Group's property portfolio is diversified across four countries. The weighted-average unexpired lease term is 8.4 years and the Group's largest tenant concentration is with the Government sector (42.3 per cent).

-    Poor asset management

Property teams proactively manage tenants to ensure changing needs are met, and review the current status of all properties weekly. Written reports are submitted bi-weekly to senior management on, inter alia, vacancies, lease expiry profiles and progress on rent reviews.

Other investment risks

Underperformance of corporate bond portfolio

In assessing potential investments, the Group Treasury department undertakes research on the bond and its issuer, seeks third-party advice, and receives legal advice on the terms of the bond, where appropriate. The Treasury department receives updates on bond price movements and third party market analysis on a daily basis and reports on corporate bonds to the Board on a bi-weekly basis.

Funding risks

Unavailability of financing at acceptable prices

The Group has a dedicated Treasury department and relationships are maintained with approximately 20 banks, thus reducing credit and liquidity risk. The exposure on re-financing debt is mitigated by the lack of concentration in maturities.

Adverse interest rate movements

The Group's exposure to changes in prevailing market rates is largely hedged on existing debt through interest rate swaps and caps, or by borrowing at fixed rates.

Breach of borrowing covenants

Financial covenants are closely monitored by the Group Treasury department and regularly reported to the Board.

Foreign currency exposure

Property investments are bank financed in matching currency. The difference between the value of the property and the amount of the financing is generally unhedged and monitored on an ongoing basis.

Taxation risks

The risk that there will be increases in tax rates or changes to the basis of taxation

The Group monitors legislative proposals and consults external advisors to understand and mitigate the effects of any such change.

Going concern

The risk that given the economic uncertainties the Group will not have adequate working capital to remain a going concern for the next 12 months

See note 2 to the financial statements.

 

RESPONSIBILITY STATEMENT

We confirm that to the best of our knowledge:

(a)     the condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting';

(b)     the Chairman's Statement and Business Review include a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and

(c)     the Chairman's Statement and Business Review include a fair review of the information required by DTR 4.2.8R (disclosure of related party transactions and changes therein).

 

On behalf of the Board

 

 

 

 

Sten Mortstedt                                                      Henry Klotz

Executive Chairman                                                Chief Executive Officer

 

 

CONDENSED GROUP STATEMENT OF COMPREHENSIVE INCOME

for the 6 months ended 30 June 2010

 


Notes

Six months

ended

30 June

2010

£m

(unaudited)

Six months

ended

30 June

2009

£m

(unaudited)

Year

ended

31 December

 2009

£m

(audited)

Continuing operations


     Group revenue

3

38.4

36.1

76.3

     Costs

3

(14.2)

(13.2)

(30.3)



24.2

22.9

46.0

     Net movements on 
     revaluation of

     investment properties

8

6.3

5.2

(6.7)

     Profit on sale of
     investment properties


-

-

0.3

     Gain/(loss) on sale of 
     corporate bonds


 10.6

 (0.8)

1.9

Operating profit


41.1

27.3

41.5

     Net finance costs

4

(17.6)

(14.5)

(25.5)

     Share of profit of
     associates after tax

 9

 4.6

0.4

2.5

Profit before tax


28.1

13.2

18.5

     Taxation

5

(3.4)

(2.8)

(1.1)

Profit for the period


 24.7

 10.4

17.4



Other comprehensive income


     Foreign exchange
     differences


(10.0)

(16.3)

(9.5)

     Fair value (losses)/gains
     on corporate

     bonds and other 
     investments


(1.7)

6.0

12.5

     Deferred tax thereon


0.7

-

(3.2)

     Fair value (gains)/losses 
     taken to the

     income statement on 
     disposal of

     corporate bonds


(9.5)

-

1.0

     Deferred tax thereon


2.6

-

-

     Share of other
     comprehensive

     (loss)/income of 
     associates

9

(1.3)

(1.0)

0.4

Total comprehensive income/(loss) for the period


 5.5

 (0.9)

18.6



Profit/(loss) attributable to:


     Owners of the Company


24.7

10.4

17.5

     Non-controlling interests


-

(0.1)

Profit for the period


24.7

10.4

17.4



Total comprehensive income/(loss) attributable to:


     Owners of the Company


5.5

(0.9)

18.7

     Non-controlling interests


-

-

(0.1)

Total comprehensive income/(loss) for the period


5.5

(0.9)

18.6



Earnings per share from continuing operations attributable to the owners of the Company during the period (expressed in pence per share)


     Basic

6

51.8

21.4

36.4

     Diluted

6

51.8

21.4

36.4

 

 

CONDENSED GROUP BALANCE SHEET

at 30 June 2010

 


Notes

30 June

2010

£m

(unaudited)

30 June

2009

£m

(unaudited)

31 December

2009

£m

 (audited)

Non-current assets


     Investment properties

8

792.3

767.1

813.0

     Property, plant and
     equipment


2.6

2.5

2.5

     Intangible assets


1.1

1.1

1.1

     Investments in
     associates

9

42.4

36.0

40.9

     Other investments

10

62.6

34.6

73.9

     Derivative financial 
     instruments


0.1

0.1

0.1

     Deferred tax

5

13.1

14.4

12.7



914.2

855.8

 944.2

Current assets


     Trade and other
     receivables


9.5

11.7

10.4

     Cash and cash 
     equivalents


64.0

105.2

70.3



73.5

116.9

80.7

Total assets


987.7

972.7

1,024.9



Non-current liabilities


     Deferred tax

5

(66.5)

(70.1)

(72.3)

     Derivative financial
     instruments


(22.4)

-

-

     Borrowings

11

(448.4)

(489.7)

(479.3)



(537.3)

(559.8)

(551.6)

Current liabilities





     Trade and other
     payables


(29.3)

(27.5)

(30.1)

     Current tax

5

(5.1)

(6.2)

(5.0)

     Derivative financial 
     instruments


(0.3)

(17.1)

(15.7)

     Borrowings

11

(106.2)

(72.4)

(113.5)



(140.9)

(123.2)

(164.3)

Total liabilities


(678.2)

(683.0)

 (715.9)



Net assets


309.5

289.7

 309.0



EQUITY


Capital and reserves attributable to owners of the Company


     Share capital

12

13.0

13.3

13.3

     Share premium


71.5

70.5

70.5

     Other reserves


86.1

92.5

105.0

     Retained earnings


140.2

114.6

 121.5



310.8

290.9

310.3

Non-controlling interests


(1.3)

(1.2)

(1.3)

Total equity


309.5

289.7

 309.0

 

 

CONDENSED GROUP STATEMENT OF CHANGES IN EQUITY

for the 6 months ended 30 June 2010

 

Unaudited

Attributable to the owners of the Company

Non-

controlling

interest

£m

Total

£m

Share

capital

 £m

Share

premium

£m

Other

reserves

£m

Retained

earnings

£m

Total

£m

At 1 January 2010

13.3

70.5

105.0

121.5

310.3

(1.3)

309.0

 



 

Arising in the six months ended 30 June 2010:


 

   Total
   comprehensive

   income for the 
   period

-

-

(19.2)

24.7

5.5

5.5

 

   Issue of treasury 
   shares

-

1.0

-

-

1.0

1.0

 

   Purchase of own
   shares

(0.3)

-

0.3

(6.0)

(6.0)

-

(6.0)

 

Total changes arising in the period

 (0.3)

1.0

(18.9)

18.7

0.5

-

0.5

 

At 30 June 2010

13.0

71.5

86.1

140.2

310.8

(1.3)

309.5

 

 

 

 

Unaudited

Attributable to the owners of the Company

Non-

controlling

interest

£m

Total

£m

Share

capital

 £m

Share

premium

£m

Other

reserves

£m

Retained

earnings

£m

Total

£m

At 1 January 2009

16.7

70.5

100.4

152.2

339.8

(1.2)

338.6

 



 

Arising in the six months ended 30 June 2009:


 

   Total 
   comprehensive

   income for the 
   period

-

-

(11.3)

10.4

(0.9)

-

(0.9)

 

   Purchase of 
   own shares

(3.4)

-

3.4

(48.0)

(48.0)

-

(48.0)

 

Total changes arising in the period

(3.4)

-

(7.9)

(37.6)

(48.9)

-

(48.9)

 

At 30 June 2009

13.3

70.5

92.5

114.6

290.9

(1.2)

289.7

 

 

 

Audited

Attributable to the owners of the Company

Non-

controlling

interest

£m

Total

£m

Share

capital

 £m

Share

premium

£m

Other

reserves

£m

Retained

earnings

£m

Total

£m

At 1 January 2009

16.7

70.5

100.4

152.2

339.8

(1.2)

338.6

 



 

Arising in the year ended 31 December 2009:


 

   Total
   comprehensive
 
  income for the 
   year

-

-

1.2

17.5

18.7

(0.1)

18.6

 

   Purchase of own
   shares

(3.4)

-

3.4

(48.0)

(48.0)

-

(48.0)

 

   Expenses 
   thereof

-

-

-

(0.2)

(0.2)

-

(0.2)

 

Total changes arising in the year

(3.4)

-

4.6

(30.7)

(29.5)

(0.1)

(29.6)

 

At 31 December 2009

13.3

70.5

105.0

121.5

310.3

(1.3)

309.0

 

 

 

CONDENSED GROUP STATEMENT OF CASH FLOWS

for the 6 months ended 30 June 2010

 


Notes

Six months

ended

30 June

2010

£m

 (unaudited)

Six months

ended

30 June

2009

£m

 (unaudited)

Year

ended

31 December

 2009

£m

(audited)

Cash flows from operating activities


     Cash generated from
     operations

13

25.5

21.0

45.7

     Interest received


2.3

3.0

4.8

     Interest paid


(11.3)

(15.7)

(30.1)

     Income tax paid


 (2.2)

(1.9)

(3.0)

Net cash inflow from operating activities


 14.3

6.4

17.4



Cash flows from investing activities


     Purchase of
     investment property


(1.8)

-

(29.2)

     Capital expenditure on
     investment

     property


(4.7)

(15.3)

(22.8)

     Proceeds from sale of 
     investment

     property


-

-

2.2

     Purchase of corporate 
     bonds


(31.2)

(20.2)

(70.8)

     Proceeds from sale of 
     corporate

     bonds


41.4

3.3

24.9

     Purchase of equity 
     investments


(1.0)

-

-

     Proceeds from sale of 
     equity

     investments


0.1

-

0.7

     Purchase of interests 
     in associate


(0.3)

(1.2)

(1.8)

     Dividend received  
     from associate

     undertaking


1.8

1.5

1.5

     Proceeds/(costs) on 
     foreign currency

     transactions


0.2

(1.6)

(4.2)

     Amounts expended in
     relation to

     corporate disposals in 
     prior periods


-

(0.4)

(1.0)

     Purchases of property, 
     plant and

     equipment


(0.1)

-

(0.1)

Net cash inflow/(outflow) from investing activities


4.4

(33.9)

(100.6)



Cash flows from financing activities


     Purchase of own
     shares


(6.0)

(48.0)

(48.2)

     New share issues


1.0

-

-

     New loans


30.1

14.0

69.7

     Issue costs of new 
     loans


Ð

(0.1)

(0.3)

     Purchase of financial 
     instruments


(0.1)

-

(0.1)

     Repayment of loans


(47.0)

(17.4)

(57.4)

Net cash outflow from financing activities


 (22.0)

(51.5)

(36.3)



Cash flow element of net decrease in cash and cash equivalents


(3.3)

(79.0)

(119.5)

Foreign exchange loss


(3.0)

(11.1)

(5.5)

Net decrease in cash and cash equivalents


(6.3)

(90.1)

(125.0)

Cash and cash equivalents at the beginning of the period


70.3

195.3

195.3

Cash and cash equivalents at the end of the period


 64.0

105.2

70.3

 

 

NOTES TO THE CONDENSED GROUP FINANCIAL STATEMENTS

30 June 2010

 

1     BASIS OF PREPARATION

The financial information contained in this Half-Yearly Financial Report does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. The results for the year ended 31 December 2009 are an abridged version of the full accounts for that year, which received an unqualified report from the auditors, did not contain a statement under section 498(2) or (3) of the Companies Act 2006 or include a reference to any matter to which the auditors drew attention by way of emphasis without qualifying their report, and have been filed with the Registrar of Companies. The annual financial statements of CLS Holdings plc are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this Half-Yearly Financial Report has been prepared in accordance with IAS 34 Interim Financial Reporting, as adopted by the European Union. The same accounting policies, presentation and methods of computation are followed in the condensed set of financial statements as applied in the latest audited annual financial statements.

 

The following standards and interpretations have been issued since the last annual report, none of which has a material impact on either the result or financial position of the Group:

 

-     Amendments to IFRS 2 - Group Cash-Settled Share-Based Payment Transactions; effective for accounting periods starting on or after 1 January 2010

-     IFRS 3 (revised) and IAS 27 (revised) - Business Combinations and Consolidated and Separate Financial Statements; effective for accounting periods starting on or after 1 July 2009

 

The adoption of these standards has no significant impact on these financial statements.

 

 

2     GOING CONCERN

The Directors regularly stress-test the business model to ensure that the Group has adequate working capital. They have reviewed the current and projected financial position of the Group as discussed in the Business Review, taking into account the repayment profile of the Group's loan portfolio, and making reasonable assumptions about future trading performance. The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and, therefore, they continue to adopt the going concern basis in preparing the Half-Yearly Financial Report.

 

 

3     SEGMENT INFORMATION

The Group has two operating divisions - Investment Property and Other Investments. Other Investments comprise corporate bonds, shares in Catena AB, Bulgarian Land Development Plc and Wyatt Media Group AB, and other small corporate investments. The Group manages the Investment Property division on a geographical basis due to its size and geographical diversity. Consequently, the Group's principal operating segments are:

 

Investment Property -    United Kingdom

                                       France

                                       Germany

                                       Sweden

 

Other Investments

 

There are no transactions between the operating segments.

 

The Group's results for the six months ended 30 June 2010 by operating segment were as follows:

 


Investment property



 

United

Kingdom

£m

France

£m

Germany

£m

Sweden

£m

Other

Investments

£m

Total

£m

Rental income

12.0

8.9

7.2

2.6

-

30.7

 

Service charge income

1.8

1.9

1.4

0.1

-

5.2

 

Other property-related income

0.1

-

-

-

-

0.1

 

Income from non-property activities

-

-

-

-

2.4

2.4

 

Group revenue

 13.9

10.8

8.6

2.7

2.4

38.4

 

Service charges and similar expenses

(2.9)

(2.0)

(1.4)

(0.7)

-

(7.0)

 

Administration expenses

(1.5)

(0.6)

(0.5)

(0.2)

(2.0)

(4.8)

 

Other expenses

-

(0.2)

(0.6)

-

-

(0.8)

 

Costs

 (4.4)

(2.8)

(2.5)

(0.9)

(2.0)

(12.6)

 

Group revenue less costs

9.5

8.0

6.1

1.8

0.4

25.8

 



 

Net movements on revaluation of investment properties

1.7

4.7

0.5

(0.6)

-

6.3

 

Gain on sale of corporate bonds

-

-

-

-

10.6

10.6

 

Segment operating profit

 11.2

12.7

6.6

1.2

11.0

42.7

 








 

Net finance costs

(12.2)

(1.6)

(4.2)

(0.1)

0.5

(17.6)

 

Share of profit of associates after tax

-

-

-

-

4.6

4.6

 

Segment (loss)/profit before tax

 (1.0)

11.1

2.4

1.1

16.1

29.7

 








 

Taxation

2.0

(3.8)

0.5

(0.1)

(2.0)

(3.4)

 

Segment profit after tax

 1.0

7.3

2.9

1.0

14.1

26.3

 








 

Central administration costs






(1.6)

 

Profit for the period






24.7

 

 

On the adoption of IFRS 8 - Operating Statements in 2009, certain items in the segment analysis for June 2009 have been reclassified. Previously other investments were shown within their respective geographical segment and central administration costs were included within the UK segment and the deferred tax charge was not allocated by segment. In the six months ended 30 June 2009, results from associates (profit of £0.4 million) were shown within the Sweden segment and are now shown within the Other Investments segment. Available-for-sale investments of £34.6 million were shown in the assets of the UK segment and investments in associates of £36.0 million were shown in the Sweden segment; both are now shown within the Other Investments segment.

 

The Group's results for the six months ended 30 June 2009 by operating segment, restated as explained above, were as follows:

 


Investment property



 

United

Kingdom

£m

France

£m

Germany

£m

Sweden

£m

Other

Investments

£m

Total

£m

Rental income

12.3

7.8

6.5

2.4

-

29.0

 

Service charge income

1.4

1.6

1.2

0.1

-

4.3

 

Other property-related income

0.1

0.2

0.2

0.1

-

0.6

 

Income from non-property activities

-

-

-

-

2.2

2.2

 

Group revenue

 13.8

9.6

7.9

2.6

2.2

36.1

 

Service charges and similar expenses

(2.1)

(1.8)

(1.1)

(0.5)

-

(5.5)

 

Administration expenses

(0.9)

(0.7)

(0.5)

(0.2)

(2.4)

(4.7)

 

Other expenses

(0.7)

(0.3)

(0.8)

(0.1)

-

(1.9)

 

Costs

 (3.7)

(2.8)

(2.4)

(0.8)

(2.4)

(12.1)

 

Group revenue less costs

10.1

6.8

5.5

1.8

(0.2)

24.0

 








 

Net movements on revaluation of investment properties

20.9

(7.5)

(6.6)

(1.6)

-

5.2

 

Loss on sale of corporate bonds

-

-

-

-

(0.8)

(0.8)

 

Segment operating profit/(loss)

31.0

(0.7)

(1.1)

0.2

(1.0)

28.4

 








 

Net finance costs

(0.4)

(2.2)

(3.8)

(0.3)

(7.8)

(14.5)

 

Share of profit of associates after tax

-

-

-

-

0.4

0.4

 

Segment profit/(loss) before tax

 30.6

(2.9)

(4.9)

(0.1)

(8.4)

14.3

 








 

Taxation

(3.8)

(0.7)

0.2

1.5

-

(2.8)

 

Segment profit/(loss) after tax

 26.8

(3.6)

(4.7)

1.4

(8.4)

11.5

 








 

Central administration costs






(1.1)

 

Profit for the period






10.4

 

 

The Group's results for the year ended 31 December 2009 were as follows:

 


Investment property



 

United

Kingdom

£m

France

£m

Germany

£m

Sweden

£m

Other

Investments

£m

Total

£m

Rental income

25.0

15.9

14.8

4.9

-

60.6

 

Service charge income

4.7

4.2

1.7

0.3

-

10.9

 

Other property-related income

0.4

0.3

0.3

-

-

1.0

 

Income from non-property activities

-

-

-

-

3.8

3.8

 

Group revenue

 30.1

20.4

16.8

5.2

3.8

76.3

 

Service charges and similar expenses

(6.3)

(4.5)

(2.8)

(1.2)

-

(14.8)

 

Administration expenses

(2.6)

(1.5)

(1.1)

(0.5)

(3.7)

(9.4)

 

Other expenses

(1.0)

(0.7)

(1.2)

(0.2)

(0.2)

(3.3)

 

Costs

 (9.9)

(6.7)

(5.1)

(1.9)

(3.9)

(27.5)

 

Group revenue less costs

20.2

13.7

11.7

3.3

(0.1)

48.8

 



 

Net movements on revaluation of investment properties

24.1

(15.9)

(13.5)

(1.4)

-

(6.7)

 

Profit on sale of investment properties

0.3

-

-

-

-

0.3

 

Gain on sale of corporate bonds

-

-

-

-

1.9

1.9

 

Segment operating profit/(loss)

 44.6

(2.2)

(1.8)

1.9

1.8

44.3

 








 

Net finance costs

(6.1)

(7.0)

(7.4)

(1.6)

(3.4)

(25.5)

 

Share of profit of associates after tax

-

-

-

-

2.5

2.5

 

Segment profit/(loss) before tax

 38.5

(9.2)

(9.2)

0.3

0.9

21.3

 








 

Taxation

(4.0)

1.6

0.2

0.6

0.5

(1.1)

 

Segment profit/(loss) after tax

 34.5

(7.6)

(9.0)

0.9

1.4

20.2

 








 

Central administration costs






(2.8)

 

Profit for the year






17.4

 

 

Segment assets and liabilities


Assets

Liabilities

30 June

2010

£m

30 June

2009

£m

31 December

2009

£m

30 June

2010

£m

30 June

2009

£m

31 December

 2009

£m

Investment Property


     United Kingdom

369.2

370.8

370.2

286.9

288.4

282.0

     France

223.5

212.7

246.1

171.3

165.6

187.6

     Germany

187.7

193.4

200.0

148.5

149.9

158.8

     Sweden

56.3 

51.7

58.6

28.0

47.7

30.7

Other investments

 151.0

144.1

150.0

43.5

31.4

56.8


987.7

972.7

1,024.9

678.2

683.0

715.9

 

Segment capital expenditure


Capital expenditure

Six months

ended

30 June

2010

£m

Six months

ended

30 June

2009

£m

Year

ended

31 December

 2009

£m

Investment Property




     United Kingdom

1.8

0.9

1.3

     France

1.3

1.3

31.4

     Germany

2.2

11.9

17.8

     Sweden

0.5

1.1

2.2


5.8

15.2

52.7

 

 

4     NET FINANCE COSTS


Six months

ended

30 June

2010

£m

Six months

ended

30 June

2009

£m

Year

ended

31 December

2009

£m

Interest expense




     Bank loans

9.0

10.1

22.7

     Debenture loans

2.3

2.3

4.7

     Other interest

0.1

0.1

0.3

Amortisation of issue costs of loans

0.4

0.4

0.8

Foreign exchange variances

1.8

10.0

9.7

Movement in fair value of derivative financial instruments




     Interest rate swaps: transactions not qualifying

     as hedges

6.7

(5.8)

(6.7)

     Interest rate caps, collars and floors: transactions

     not qualifying as hedges

0.1

0.4

0.4

Interest income

(2.8)

(3.0)

(6.4)


17.6

14.5

25.5

 

 

5     TAXATION


Six months

ended

30 June

2010

£m

Six months

 ended

30 June

2009

£m

Year

ended

31 December

 2009

£m

Current tax

3.0

2.5

2.1

Deferred tax

0.4

0.3

(1.0)


3.4

2.8

1.1

 

The Balance Sheet movement in current and deferred tax since the last reported balance sheet is as follows;

 


Current tax

Liability

Deferred tax

Asset

Deferred tax

Liability

Total Net

Liability

At 1 January 2010

(5.0)

12.7

(72.3)

(64.6)

Recognised directly in arriving at profit after tax

(3.0)

-

(0.4)

(3.4)

Recognised directly in equity

-

0.5

2.8

3.3

Net tax paid

2.2

-

-

2.2

Other movements

0.6

-

-

0.6

Foreign exchange movements

0.1

(0.1)

3.4

3.4

At 30 June 2010

(5.1)

13.1

(66.5)

(58.5)

 

 

6     EARNINGS PER SHARE

Management has chosen to disclose adjusted earnings per share from continuing operations in order to provide an indication of the Group's underlying business performance. Adjusted earnings per share exclude the effect of revaluations of investment properties and deferred tax. Management has also chosen to disclose the European Public Real Estate Association (EPRA) measure of earnings per share. This has been provided to give relevant information to investors on the long-term performance of the Group's underlying business. The EPRA measure excludes items which are non-recurring in nature such as profits, net of related tax, on sale of investment property, other non-current investments and items that have no impact to earnings over their life such as the change in fair value of derivative financial instruments and net movement on revaluation of investment properties, and the related deferred taxation on these items.

 

Earnings

Six months

ended

30 June

2010

£m

Six months

ended

30 June

2009

£m

Year

ended

31 December

2009

£m

Profit for the period attributable to the owners of the Company

24.7

10.4

17.5

Revaluation (gains)/losses on investment properties

(6.3)

(5.2)

6.7

Total deferred tax charge/(credit)

 0.4

0.3

(1.0)

Adjusted Earnings

18.8

5.5

23.2

Profit on sale of investment properties

-

-

(0.3)

Change in fair value of derivative financial instruments

6.8

(5.4)

(6.3)

(Gain)/loss on other investments

(10.6)

0.8

(1.9)

Deferred tax relating items other than revaluation gains/(losses) and changes in fair value of derivative financial instruments

(1.8)

4.1

1.6

EPRA Earnings

13.2

5.0

16.3

 

Weighted average number of ordinary shares

Six months

ended

30 June

2010

Number

Six months

ended

30 June

2009

Number

Year

ended

31 December

2009

Number

Weighted average number of ordinary shares

47,719,329

48,481,630

48,249,810

Dilutive share options1

8,678

Diluted weighted average number of ordinary shares

47,728,007

48,481,630

48,249,810

 

Earnings per Share

Six months

ended

30 June

2010

Pence

Six months

ended

30 June

2009

Pence

Year

ended

31 December

2009

Pence

Basic

51.8

21.4

36.4

Diluted

51.8

21.4

36.4





Adjusted

39.4

11.4

48.2





EPRA

27.7

10.3

33.8

 

1.  300,000 share options were granted on 11 March 2010 at an exercise price of 470 pence.

 

7     NET ASSETS PER SHARE

Management has chosen to disclose adjusted net assets per share, after the exclusion of deferred tax, in order to provide an indication of the Group's underlying balance sheet strength which is a key metric in the property sector. Management has also chosen to disclose the two European Public Real Estate Association (EPRA) measures of net assets per share, EPRA net assets per share and EPRA triple net assets per share. The objective of the EPRA net assets per share measure is to highlight the fair value of equity on a long-term basis. Items which have no impact on the Group in the long term, such as fair value movements of derivative financial instruments and movements on fair value of investment properties and associated deferred tax, are excluded. The objective of EPRA triple net assets per share is to disclose a net assets per share measure on a true fair value basis. Accordingly all balance sheet items are included at their fair value in arriving at this measure including deferred tax, fixed rate loan liabilities and any other balance sheet items not reported at fair value.

 

Net Assets

30 June

2010

 £m

30 June

2009

£m

31 December

2009

£m

Basic and Diluted Net Assets

309.5

289.7

309.0

Deferred tax

  53.4

55.7

59.6

Adjusted Net Assets

 362.9

345.4

368.6

 

Net Assets

30 June

2010

 £m

30 June

2009

£m

31 December

2009

£m

Basic and Diluted Net Assets

309.5

289.7

309.0

Adjustment to increase fixed rate debt to fair value

(26.8)

(29.8)

(24.1)

EPRA Triple Net Assets

282.7

259.9

284.9

Deferred tax on property and other non-current investments

58.8

65.1

66.8

Fair value of derivative financial instruments

22.6

17.0

15.6

Adjustment to reduce fixed rate debt to book value

26.8

29.8

24.1

EPRA Net Assets

390.9

371.8

391.4

 


30 June

2010

Number

30 June

2009

Number

31 December

2009

Number

Number of ordinary shares in circulation

47,226,439

48,024,256

48,024,256

 

Net Assets Per Share

30 June 

2010

 Pence

30 June

2009

Pence

31 December

2009

Pence

Basic and Diluted

655.3

603.2





Adjusted

768.4

719.2

767.5





EPRA

827.7

774.2

815.0

EPRA Triple Net

598.6

541.2

593.2

 

 

8     INVESTMENT PROPERTIES

 

 

 

30 June

2010

£m

30 June

2009

£m

31 December

 2009

£m

United Kingdom

350.3

344.7

346.8

France

211.3

193.0

222.8

Germany

179.7

184.1

192.1

Sweden

51.0

45.3

51.3


792.3

767.1

813.0

 

The movement in investment properties since the last reported balance sheet is as follows:

 


United

Kingdom

£m

France

£m

Germany

£m

Sweden

£m

Total

£m

At 1 January 2010

346.8

222.8

192.1

51.3

813.0

Acquisitions

1.8

-

-

-

1.8

Capital expenditure

-

1.3

2.2

0.5

4.0

Net movements on revaluation of investment properties

1.7

4.7

0.5

(0.6)

6.3

Rent-free period debtor adjustments

-

-

(0.2)

0.1

(0.1)

Exchange rate variances

-

(17.5)

(14.9)

(0.3)

(32.7)

At 30 June 2010

350.3

211.3

179.7

51.0

792.3

 

The investment properties were revalued at 30 June 2010 to their fair value. Valuations were based on current prices in an active market for all properties. The property valuations were carried out by external, professionally qualified valuers as follows:

 

UK : Lambert Smith Hampton

France 2009 : DTZ Debenham Tie Leung; France 2010 : DTZ Debenham Tie Leung or Jones Lang LaSalle

Germany 2009 : DTZ Debenham Tie Leung; Germany 2010 : DTZ Debenham Tie Leung or Colliers International

Sweden : CB Richard Ellis

 

Investment properties include leasehold properties with a carrying value of £18.4 million (June 2009: £18.2 million; December 2009: £18.1 million).

 

Where the Group leases out its investment property under operating leases the duration is typically 3 years or more. No contingent rents have been recognised in the current or comparative years. Substantially all investment properties are secured against debt. The Directors are satisfied that the external valuations supplied are appropriate to adopt without adjustment.

 

9     INVESTMENTS IN ASSOCIATES

 


30 June

2010

£m

30 June

2009

£m

31 December

2009

£m

Catena AB




Interest in ordinary share capital: 29.9% (30 June 2009: 29.1%; 31 December 2009: 29.8%)




Share of assets

59.3

55.6

66.4

Share of liabilities

(33.6)

(37.5)

(43.8)

Goodwill

 4.8

4.3

4.8


30.5

22.4

27.4

Bulgarian Land Development Plc




Interest in ordinary share capital: 47.7%




Share of assets

25.4

24.9

27.4

Share of liabilities

 (13.6)

(11.3)

(13.9)


11.8

13.6

13.5

Flavour of the Month AB




Interest in ordinary share capital: 40.0%




Share of assets

0.1

-

-

Share of liabilities

-

-

-


0.1

-

-

Carrying value of investments in associates

 42.4

36.0

40.9

 

The movement in associates since the last reported balance sheet is as follows:

 


Net assets

£m

Goodwill

£m

Total

£m

At 1 January 2010

36.1

4.8

40.9

Additions

0.2

0.1

0.3

Share of profit of associates after tax

4.6

-

4.6

Dividends received

(1.8)

-

(1.8)

Share of other comprehensive loss of associates

(1.3)

-

(1.3)

Exchange rate differences

(0.2)

(0.1)

(0.3)

At 30 June 2010

37.6

4.8

42.4

 

 

10   OTHER INVESTMENTS

 


Investment type

Destination of

Investment

30 June

2010

£m

30 June

2009

£m

31 December

2009

£m

Available-for-sale financial investments

carried at fair value

Listed corporate bonds

UK

30.1

3.7

17.1



Eurozone

16.9

21.7

40.0



Other

11.7

5.6

12.9


Listed equity securities

UK

0.6

0.5

0.6



Sweden

2.5

2.3

2.5



Other

0.1

0.1

0.1


Unlisted investments

Sweden

0.6

0.5

0.6


Government securities

UK

0.1

0.2

0.1




62.6

34.6

73.9

 

The movement of other investments since the last reported balance sheet is analysed below:

 


Corporate

Bonds

£m

Other

Investments

£m

Total

£m

At 1 January 2010

70.0

3.9

73.9

Additions

31.2

1.0

32.2

Disposals

(30.8)

(0.1)

(30.9)

Fair value movements recognised in reserves

(0.9)

(0.8)

(1.7)

Fair value movements recognised in profit before tax

(9.5)

-

(9.5)

Exchange rate differences

(1.3)

(0.1)

(1.4)

At 30 June 2010

58.7

3.9

62.6

 

 

11   BORROWINGS

Maturity profile

At 30 June 2010

Bank

loans

£m

Debenture

 loans

£m

Zero Coupon

Note

£m

Other

 loans

£m

Total

£m

Within one year or on demand

102.9

1.0

2.3

106.2

More than one but not more than two years

38.8

1.1

39.9

More than two but not more than five years

203.9

4.2

208.1

More than five years

162.9

28.2

9.3

200.4


508.5

34.5

9.3

2.3

554.6

 

At 30 June 2009

Bank

loans

£m

Debenture

loans

£m

Zero Coupon

 Note

£m

Other

loans

£m

Total

£m

Within one year or on demand

71.4

1.0

72.4

More than one but not more than two years

63.8

1.0

2.3

67.1

More than two but not more than five years

211.9

3.8

215.7

More than five years

168.9

29.7

8.3

206.9


516.0

35.5

8.3

2.3

562.1

 

At 31 December 2009

Bank

loans

£m

Debenture

loans

£m

Zero Coupon

 Note

£m

Other

loans

£m

Total

£m

Within one year or on demand

112.5

1.0

113.5

More than one but not more than two years

26.7

1.1

2.3

30.1

More than two but not more than five years

199.7

4.0

203.7

More than five years

207.7

29.0

8.8

245.5


546.6

35.1

8.8

2.3

592.8

 

Arrangement fees of £2.4 million (June 2009: £2.9 million; December 2009: £2.9 million) have been offset in arriving at the balances in the above tables.

 

Included in the above tables are non-property related loans of £39.9 million (June 2009: £17.6 million; December 2009: £48.5 million).

 

 

Analysis

At 30 June 2010

Fixed rate

financial

liabilities

£m

Floating rate

financial

liabilities

£m

Total

£m

Sterling

153.4

111.1

264.5

Euro

114.5

150.7

265.2

Swedish kronor

24.3

24.3

Other

0.6

0.6


267.9

286.7

554.6

 

At 30 June 2009

Fixed rate

financial

liabilities

£m

Floating rate

financial

liabilities

£m

Total

£m

Sterling

183.5

80.5

264.0

Euro

95.2

160.9

256.1

Swedish kronor

17.3

24.7

42.0


296.0

266.1

562.1

 

At 31 December 2009

Fixed rate

financial

liabilities

£m

Floating rate

financial

liabilities

£m

Total

£m

Sterling

154.2

115.4

269.6

Euro

123.8

165.1

288.9

Swedish kronor

34.3

34.3


278.0

314.8

592.8

 

Fair values

 


Carrying amounts

Fair values

 

June

2010

£m

June

2009

£m

December

2009

£m

June

2010

£m

June

2009

£m

December

2009

£m

Current borrowings

106.2

72.4

113.5

106.2

72.4

113.5

 

Non-current borrowings

448.4

489.7

479.3

475.2

519.5

503.4

 


554.6

562.1

592.8

581.4

591.9

616.9

 

 

The fair value of non-current borrowings represents the amount at which a financial instrument could be exchanged in an arm's length transaction between informed and willing parties, discounted at the prevailing market rate, and excludes accrued interest.

 

The fair value of current borrowings approximates to the carrying value because of their short maturity.

 

12   SHARE CAPITAL


Number of

Ordinary

shares in

circulation

Number of

Treasury

shares in

circulation

Total

number

of shares

Ordinary

shares in

circulation

£m

Treasury

shares

£m

Total

 ordinary

shares

£m

At 1 January 2010

48,024,256

5,000,000

53,024,256

12.0

1.3

13.3

Ordinary shares issued from Treasury shares

207,000

(207,000)

-

0.1

(0.1)

-

Cancelled following tender offer1

(1,004,817)

-

(1,004,817)

(0.3)

-

(0.3)

At 30 June 2010

 47,226,439

4,793,000

 52,019,439

11.8

1.2

13.0

 


Number of

Ordinary

 shares in

 circulation

Number of

Treasury

shares in

circulation

Total

number

of shares

Ordinary

shares in

circulation

£m

Treasury

shares

£m

Total

 ordinary

shares

£m

At 1 January 2009

61,745,471

5,000,000

66,745,471

15.4

1.3

16.7

Cancelled following tender offer2

(13,721,215)

-

(13,721,215)

(3.4)

-

(3.4)

At 30 June 2009

48,024,256

5,000,000

53,024,256

12.0

1.3

13.3

 


Number of

Ordinary

 shares in

 circulation

Number of

Treasury

shares in

circulation

Total

number

of shares

Ordinary

shares in

circulation

£m

Treasury

shares

£m

Total

 ordinary

shares

£m

At 1 January 2009

61,745,471

5,000,000

66,745,471

15.4

1.3

16.7

Cancelled following tender offer2

(13,721,215)

-

(13,721,215)

(3.4)

-

(3.4)

At 31 December 2009

48,024,256

5,000,000

53,024,256

12.0

1.3

13.3

 

1.    A tender offer by way of a Circular dated 23 March 2010 for the purchase of 1 in 48 shares at 600 pence per share was completed in April 2010, returning £6.0 million to shareholders.

2.    A tender offer by way of a Circular dated 1 December 2008 for the purchase of 2 in 9 shares at 350 pence per share was completed in January 2009, returning £48.0 million to shareholders.

 

 

13   CASH GENERATED FROM OPERATIONS


Six months

ended

30 June

2010

£m

Six months

ended

30 June

2009

£m

Year

ended

31 December

 2009

£m

Operating profit from continuing operations

41.1

27.3

41.5

Adjustments for:




     Net movements on revaluation of investment

     properties

(6.3)

(5.2)

6.7

     Depreciation

0.1

0.3

0.5

     Profit on sale of investment properties

-

-

(0.3)

     (Gain)/loss on other investments

(10.6)

0.8

(2.1)

Changes in working capital:




     Decrease/(increase) in debtors

1.5

(0.6)

(0.7)

     (Decrease)/increase in creditors

(0.3)

(1.6)

0.1

Cash generated from operations

 25.5

21.0

45.7

 

 

INDEPENDENT REVIEW REPORT TO CLS HOLDINGS PLC

We have been engaged by the Company to review the condensed set of financial statements in the Half-Yearly Financial Report for the six months ended 30 June 2010 which comprises the Condensed Group Statement of Comprehensive Income, the Condensed Group Balance Sheet, the Condensed Group Statement of Changes in Equity, the Condensed Group Statement of Cash Flows and related notes 1 to 13. We have read the other information contained in the Half-Yearly Financial Report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

 

This report is made solely to the Company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the Company those matters we are required to state to them in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our review work, for this report, or for the conclusions we have formed.

 

DIRECTORS' RESPONSIBILITIES

The Half-Yearly Financial Report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the Half-Yearly Financial Report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

 

As disclosed in note 1, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this Half-Yearly Financial Report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting," as adopted by the European Union.

 

OUR RESPONSIBILITY

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the Half-Yearly Financial Report based on our review.

 

SCOPE OF REVIEW

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

CONCLUSION

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the Half-Yearly Financial Report for the six months ended 30 June 2010 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

 

 

Deloitte LLP

Chartered Accountants and Statutory Auditors

London, United Kingdom

19 August 2010

 

 

GLOSSARY OF TERMS

 

ADJUSTED EARNINGS PER SHARE

Profit after tax, but excluding deferred tax and net gains or losses from fair value adjustments on investment properties, divided by the diluted weighted average number of ordinary shares

 

ADJUSTED NET ASSETS OR ADJUSTED SHAREHOLDERS' FUNDS

Net assets excluding deferred tax assets and deferred tax liabilities

 

ADJUSTED NET ASSETS PER SHARE OR ADJUSTED NET ASSET VALUE

Adjusted net assets divided by the diluted number of ordinary shares

 

ADJUSTED NET GEARING

Net debt expressed as a percentage of adjusted net assets

 

ADJUSTED SOLIDITY

Adjusted net assets expressed as a percentage of adjusted total assets

 

ADJUSTED TOTAL ASSETS

Total assets excluding deferred tax assets

 

CONTRACTED RENT

Annual contracted rental income

 

CORE PROFIT

Profit before tax and before net movements on revaluation of investment properties, profit on sale of investment properties, subsidiaries and corporate bonds, impairment of intangible assets and goodwill, non-recurring costs and foreign exchange variances

 

DILUTED ADJUSTED NET ASSETS

Diluted net assets excluding deferred tax assets and deferred tax liabilities

 

DILUTED EARNINGS PER SHARE

Profit after tax divided by the diluted weighted average number of ordinary shares

 

DILUTED NET ASSETS

Equity shareholders' funds increased by the potential proceeds from issuing those shares issuable under employee share schemes

 

DILUTED NET ASSETS PER SHARE OR DILUTED NET ASSET VALUE

Diluted net assets divided by the diluted number of ordinary shares

 

DILUTED NUMBER OF ORDINARY SHARES

Number of ordinary shares in circulation at the balance sheet date adjusted to include the effect of potential dilutive shares issuable under employee share schemes

 

DILUTED WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES

Weighted average number of ordinary shares in issue during the period adjusted to include the effect of potential weighted average dilutive shares issuable under employee share schemes

 

EARNINGS PER SHARE

Profit after tax divided by the weighted average number of ordinary shares in issue in the period

 

EPRA

European Public Real Estate Association

 

EPRA EARNINGS PER SHARE

Profit after tax, but excluding net gains or losses from fair value adjustments on investment properties, profits or losses on disposal of investment properties and other non-current investment interests, impairment of goodwill and intangible assets, movements in fair value of derivative financial instruments and their related current and deferred taxation

 

EPRA NET ASSETS

Diluted net assets excluding the mark-to-market on effective cash flow hedges and related debt adjustments and deferred taxation on revaluations

 

EPRA NET ASSETS PER SHARE

EPRA net assets divided by the diluted number of ordinary shares

 

EPRA TRIPLE NET ASSETS

EPRA net assets adjusted to reflect the fair value of debt and derivatives and to include the fair value of deferred taxation on property revaluations.

 

EPRA TRIPLE NET ASSETS PER SHARE

EPRA triple net assets divided by the diluted number of ordinary shares

 

ESTIMATED RENTAL VALUE (ERV)

The market rental value of lettable space as estimated by the Group's valuers

 

NET ASSETS PER SHARE OR NET ASSET VALUE (NAV)

Equity shareholders' funds divided by the number of ordinary shares in circulation at the balance sheet date

 

NET DEBT

Total borrowings less cash and short-term deposits

 

NET GEARING

Net debt expressed as a percentage of net assets

 

NET INITIAL YIELD

Annual net rents on investment properties expressed as a percentage of the investment property valuation

 

NET RENT

Contracted rent less net service charge costs

 

OCCUPANCY RATE

Contracted rent expressed as a percentage of the aggregate of contracted rent and the ERV of vacant space

 

OVER-RENTED

The amount by which ERV falls short of the aggregate of passing rent and the ERV of vacant space

 

PASSING RENT

Contracted rent after any rent-free periods have expired

 

PROPERTY LOAN TO VALUE

Property borrowings expressed as a percentage of the market value of the property portfolio

 

RECURRING INTEREST COVER

The aggregate of group revenue less costs plus share of results of associates, divided by the aggregate of interest expense and amortisation of issue costs of debt, less interest income

 

RENT ROLL

Contracted rent

 

RETURN ON SHAREHOLDERS' EQUITY

The movement in the adjusted net assets in the period plus distributions as a percentage of the adjusted net assets at the beginning of the period

 

SOLIDITY

Equity shareholders' funds expressed as a percentage of total assets

 

TOTAL SHAREHOLDER RETURN

For a given number of shares, the aggregate of the proceeds from tender offer buy-backs and change in the market value of the shares during the year adjusted for cancellations occasioned by such buy-backs, as a percentage of the market value of the shares at the beginning of the year

 

 

DIRECTORS, OFFICERS AND ADVISERS

 

Directors

Sten Mortstedt (Executive Chairman)

Henry Klotz (Chief Executive Officer)

Richard Tice (Deputy Chief Executive Officer)

John Whiteley (Chief Financial Officer)

Thomas Lundqvist *   (Non-Executive Vice Chairman)

Malcolm Cooper    (Non-Executive Director)

Joseph Crawley * (Non-Executive Director)

Christopher Jarvis   (Non-Executive Director)

Jennica Mortstedt (Non-Executive Director)

Thomas Thomson (Non-Executive Director)

* member of Remuneration Committee

 member of Audit Committee

 senior independent Director

 

Company Secretary

David Fuller BA, FCIS

 

Registered Office

86 Bondway

London

SW8 1SF

 

Registered Number

2714781

 

Registrars and Transfer Office

Computershare Investor Services Plc

PO Box 82

The Pavilions

Bridgwater Road

Bristol

BS99 7NH

 

Shareholder Helpline: 0870 889 3286

 

CLS Holdings plc on line:

www.clsholdings.com

 

email:

enquiries@clsholdings.com

 

Clearing Bank

Royal Bank of Scotland Plc

24 Grosvenor Place

London

SW1X 7HP

 

Financial Advisers

Kinmont Limited

5 Clifford Street

London

W1S 2LJ

 

Joint Stockbrokers

Brewin Dolphin Limited

12 Smithfield Street

London

EC1A 9BD

 

Liberum Capital Limited

Ropemaker Place, Level 12

25 Ropemaker Street

London

EC2Y 9LY

 

Registered Auditors

Deloitte LLP

Chartered Accountants

London

 

Financial and Corporate Public Relations

Smithfield Consultants Limited

10 Aldersgate Street

London

EC1A 4HJ

 


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