Final Results

Grainger Trust PLC 6 December 2001 GRAINGER TRUST PLC: PRELIMINARY RESULTS FOR 12 MONTHS TO 30TH SEPTEMBER 2001 HIGHLIGHTS * Pre-tax profits, before exceptional item and share of joint venture rise to £22.2m + 38% * Net Asset Value per share increases to £12.22 + 24% * NNNAV per share advances to £9.00 + 21% * Final dividend of 9.68p per share recommended - making 12.33p per share for year + 15% * Earnings per share - post exceptional item and share of joint venture - remain constant at 43.4p * Like for like earnings per share 61p + 42% * Market value of all properties now stands at £428m against book cost of £257m comprising: - Tenanted Residential - £288m - Development + Trading - £113m - Investment Properties - £ 27m * Gearing is down from 73% to conservative 67% * Major events of year under review include: - Joint venture acquisition of BPT - owner of 11,000 residential units - Vacant Possession value of tenanted residential rose to £389m despite fewer units - Development trading profits up 66% to £9.6m - Disposal of investment properties continued - sales of £40m Stephen Dickinson, Managing Director said:- * 'This has been an excellent year for the Group. Not only has the underlying business performed strongly with profits up by more than a third but the Group has made a substantial advance with the joint venture acquisition of BPT. We are making progress with our development and trading activities and the successful programme of disposal of our investment properties materially funded our share of the BPT JV. Gearing remains at conservative levels and we are confident of our ability to generate future cashflow and profits.' - more - Grainger Trust plc Preliminary Results For The Year Ended 30th September 2001 Results and Dividend The results for the year show an increase of 38% in pre tax profit to £22.2m (2000: £16.1m). Two deductions have to be made to this figure this year: an exceptional item of £3.5m relating to costs incurred on the part redemption of the Quoted Debentures; and £3.3m being our 50% share of the pre tax loss of the Bromley Property Holdings Limited (BPHL) Joint Venture which owns BPT Limited. These two adjustments reduce the pre tax profit to £15.4m. The increase in Group profitability before these items comes from tenanted residential, residential land and the successful implementation of the investment property rationalisation programme. Basic earnings per share remain constant at 43p (2000: 43p) after the two deductions mentioned above. On a like for like basis earnings per share would have increased by 42% to 61p. Year end Net Assets per share (NAV), prior to contingent taxation on revaluation surpluses and the FRS13 cost of debt adjustment, have increased by 24% to £12.22 (2000: £9.85). NNNAV per share has increased by 21% to £9.00 (2000: £7.41); deductions from NAV are £2.93 (2000: £2.18) for contingent taxation and 29p (2000: 26p) for FRS 13. Your Directors are recommending a final dividend of 9.68p per share (2000: 8.42p), payable on the 6th March 2002 to shareholders on the register at the close of business on 15th February 2002. This, together with the interim dividend of 2.65p per share paid in July will amount to 12.33p per share, an increase of 15% (2000: 10.72p) for the third successive year. The dominant event of the year has been the investment of £54m in a 50% interest in BPT via the Joint Venture with Deutsche Bank Real Estate Private Equity Group. BPT was the largest quoted company in the Tenanted Residential sector, owning some 11,000 residential units and was double the size of Grainger. BPT As expected, the BPHL Joint Venture recorded a loss after tax in the period since the acquisition of BPT on 26th May this year, our share being £2.0m. We are making good progress with our initial programme of rationalising the property portfolio, mainly through the sale of non-regulated assets. We have sold a number of portfolios of tenanted property and are increasing cashflow by selling Assured Shortholds (AST) on vacancy where appropriate. By the end of November we had completed £97m of sales, including £23m for BPT's 22% interest in Mountview Estates plc. Currently a further £83m of property is under offer. We are also considering whether there is an opportunity to introduce institutional funding into the new build AST Portfolio. The disposal programme is resulting in the degearing of the Joint Venture, whose debt is non recourse to ourselves. We are very grateful to Rupert Dickinson, our Deputy Managing Director, for the effort he has put into the BPHL's Joint Venture acquisition of BPT, for his leadership role during the takeover period and for driving through the disposal programme. We are encouraged by the general quality of the BPT properties, and would express our gratitude to the BPT staff for their co-operation during this period. Grainger Group Operational Structure This has been simplified by separating the Group's activities into two divisions: the long term core business of Tenanted Residential; and Development and Trading. Review of Operations Tenanted Residential The operating contribution has increased by 8% to £22.2m (2000: £20.5m) Trading profits increased to £16.5m (2000: £13.6m) but net rents decreased to £7.7m (2000: £8.7m) because of heavy planned repair expenditure. The contribution to operating cashflow in the year was £42m. During the financial year house price growth continued in London and the South East, although at a lower level than in 2000 (2001: 8%, 2000: 20%). Price increases were to a greater extent a feature in the South/South West (2001: 21%, 2000: 15%), and for the first time for some years we have seen noticeable price increases in certain areas in the Midlands and the North (2001:5%, 2000: 0%). The tragic events at the World Trade Centre have had a visible effect on higher priced properties, otherwise the market continues as normal. The average vacant possession value of our properties at the end of the financial year was £75,000 (2000: £65,000). We have continued to sell lower priced tenanted residential units typically built in the past by major industries, where the purchasers are prepared to pay well in excess of vacant possession value, basing their approach on income yield. The Government was successful in the House of Lords on the rent capping issue, and two yearly registered rent re-registrations are now restricted to inflation over the period plus 5%. Our stock of residential units fell over the year from 5,250 to 4,946, mainly as the result of the lower value disposal programme referred to above. Vacant possession value however has increased to £389m (2000: £352m). Since the year end we have bought and made arrangements to acquire 479 units, the major purchase being the Ideal Benefit Society high quality portfolio in Birmingham. Residential unit numbers reflecting these transactions as at 30th November this year totalled 5,261. The investment value of the tenanted residential portfolio was £288m (2000: £259m) at the year end. Development and Trading Development The operating contribution, which includes the net rentals from the investment portfolio, has risen 39% to £15.1m (2000: £10.9m). Net rents have decreased to £5.5m (2000: £7.0m), because of sales of investment properties, whilst trading profits have increased to £9.6m (2000: £5.8m). The contribution to operating cashflow was £43m, excluding the sale of investment properties referred to below. We are very pleased that our four unit 157,000 sq.ft. warehouse scheme at Thurrock, undertaken with our partners Astral, has received the Industrial Agents' Society 2001 Award as the Best Speculative Warehouse Scheme in the United Kingdom. One unit of 30,000sq.ft. was sold in the financial year. Since the year end a further unit of 21,000 sq.ft. has been sold and we are in detailed negotiations concerning the sale of the third 65,000 sq.ft. unit. Construction has started on our 190,000 sq.ft. Landmark Place project in the centre of Slough, undertaken with our partners Frontier Estates Limited. To date the hotel element has been sold; the leisure unit is pre-let; we are in discussions with a number of potential operators for the restaurant unit, and there is early interest in the 67,000sq.ft. office premises. The offices feature 18,000 sq.ft. divisible floorplates, a favourable car parking allocation of 188 spaces and a two minute walk to the railway station. Completion is expected in mid 2003. Detailed planning permission has been obtained for two schemes which are part of the overall Kennel Farm development at Basingstoke. We intend to start construction of the Local Centre at an early date. It will serve the residential development which is likely to consist of retail premises, a surgery, a creche and 24 flats. Construction of the 100,000 sq.ft. B1 office park is being deferred for the time being because of current economic uncertainties, although its proximity to junction 7 on the M3 is a particular advantage. The 5 acre West Waterlooville site, currently allocated for leisure, may well be delayed until the detail of the proposed Major Development Area (MDA) is considerably further advanced. The Townsend House office and mixed used scheme in Victoria was the subject of a public inquiry held in November and we await the result. The property is rent producing, and if not redeveloped would remain a satisfactory reversionary investment currently valued well in excess of cost. Construction is expected to start in early 2002 on the Pimlico bus station residential and retail scheme, where we have worked closely with Network Housing Association in the design and forward financing of the 79 private flat element. The 21 flats at Redcliffe Backs, Bristol, were sold and the Eaton Square and Uxbridge Street, Kensington properties were disposed of prior to development. These were all realised on satisfactory terms, with proceeds totalling £14m. Since the year end we have purchased a mixed residential and warehouse property with an option to buy an adjoining site in Macaulay Road, Clapham. We would intend to develop this £27m scheme between 2003 and 2005. We have arranged to purchase 31 flats now under construction from house builders in Altrincham and Newcastle upon Tyne, which we intend to sell individually on completion. Investment Properties We have continued the programme of divestment of our investment properties. During the year we have sold £40m of our commercial portfolio at a profit of £ 1.7m over the September 2000 valuation, leaving a balance of £27m at current values. Further sales are planned. Residential Land Fifteen acres of land were sold at Kennel Farm during the year. Infrastructure work on the main distributor road to base course level should complete during the first half of 2002. This will allow the sale of the next two sites totalling fourteen acres to a major house builder, leaving a balance of fifteen acres. The nine developable acres purchased last year at the south east corner of Kennel Farm, which are allocated as residential in the Basingstoke and Deane Local Plan, are the subject of a detailed planning application and an option to a national house builder. We expect this application to be referred to the Government Office for the South East as it is a greenfield site planned to accommodate slightly more than 150 dwellings. We continue with the consultation and preliminary planning studies required for the West Waterlooville MDA. The first draft Local Plans for Winchester and Havant have now been published and these include the initial 2,000 residential unit MDA allocation. Public inquiries are expected to be held in early 2003, with the Inspectors' reports being available in 2004. We are about to start construction of 27 houses on our first East Northumberland Coastal Plain site,which is within easy commuting distance of Newcastle. We have an existing permission to build 60 houses, and an application for a further 78 houses is to be the subject of a public inquiry to be held later this month. The development and trading portfolios, including the remainder of the investment properties, have a total investment value of £140m (2000: £178m) and a rentroll of £5m at the year end. Personnel This has been a year of great endeavour and achievement by your Executive Directors in the acquisition of the BPT JV 50% interest. Since 26th May this year they have had the additional tasks of involvement in the running of the business and its disposal programme. All our staff have performed well in producing these excellent results for the year and your Board are very grateful to them. The movement to new offices in Newcastle has materially improved the working conditions and efficiency of our staff. Prospects The Group has taken a very major step forward through its acquisition of the 50% interest in the BPT Joint Venture. We continue to acquire tenanted residential stock to maintain and strengthen the profitability and cashflow generation of our core business. This enables us to develop our trading activities, where the mixture of the right expertise and opportunities can be particularly rewarding. Your Board has given priority to the recruitment of capable and qualified entrepreneurial managers to carry the Group's activities forward. Gearing continues to be at a conservative level for our type of business at 67% (2000: 73%). It is possible that recent world events and general economic uncertainties may affect some areas of the property industry in which the Group operates. A degree of caution is therefore required. Your Directors remain confident of the strengths of the Group's businesses, and its ability to produce satisfactory results and real growth in the future. Registered Office:- Robert Dickinson Times Square CHAIRMAN Newcastle upon Tyne NE1 4EP 6th December 2001 GRAINGER TRUST plc CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 30 SEPTEMBER 2001 Year Ended Year Ended 30.09.2001 30.09.2000 Normal Exceptional Total £'000 £'000 £'000 £'000 Turnover (including share of joint venture) Continuing Operations 99,303 - 99,303 68,218 Acquisition 25,415 - 25,415 - 124,718 - 124,718 68,218 Less: Share of turnover of (25,415) - (25,415) - joint venture - acquisition Group Turnover 99,303 - 99,303 68,218 Gross rentals 23,177 - 23,177 24,705 Trading profits 26,142 - 26,142 19,441 Other income 330 - 330 346 49,649 - 49,649 44,492 Less: - Property expenses (10,009) - (10,009) (9,054) Administration expenses (4,015) - (4,015) (3,391) Group operating profit - 35,625 - 35,625 32,047 continuing operations Share of operating profit in - joint venture - acquisition (after £18,000 (2000 : £nil) 6,185 - 6,185 - amortisation of goodwill) Total operating profit : 41,810 - 41,810 32,047 group and share of joint venture Net profit/(loss) on disposal of & provisions against fixed assets - Group 1,726 - 1,726 (699) - Joint venture 219 - 219 - 1,945 - 1,945 (699) Profit on ordinary 43,755 - 43,755 31,348 activities before interest Net interest payable and similar charges - Group (15,137) (3,487) (18,624) (15,252) - Joint venture (9,715) - (9,715) - (24,852) (3,487) (28,339) (15,252) Profit on ordinary 18,903 (3,487) 15,416 16,096 activities before taxation Tax on profit on ordinary (5,761) 1,046 (4,715) (5,150) activities Profit on ordinary 13,142 (2,441) 10,701 10,946 activities after taxation Dividends (3,042) - (3,042) (2,666) Retained profit for the 10,100 (2,441) 7,659 8,280 period Basic earnings per share 53.3 (9.9) 43.4 43.3 Diluted earnings per share 53.0 (9.8) 43.2 43.1 GRAINGER TRUST plc STATEMENT OF GROUP TOTAL RECOGNISED GAINS AND LOSSES FOR THE YEAR ENDED 30TH SEPTEMBER 2001 Year Year Ended Ended 30.09.2001 30.09.2000 Profit for the financial year 10,701 10,946 Taxation on realisation of property revaluation (2,020) (950) gains of previous years Surplus on investment properties transferred to - (7,931) stock Unrealised surplus / (deficit) on revaluation of 107 (269) properties Diminution transferred from revaluation reserve 400 - to profit and loss account Total gains and losses recognised - group 9,188 1,796 Share of joint venture tax on realisation of (179) - revaluation surpluses Unrealised surplus on revaluation of joint 3,045 - venture properties Total gains and losses recognised since the last 12,054 1,796 annual report - group and joint venture GRAINGER TRUST plc CONSOLIDATED BALANCE SHEET AT 30 SEPTEMBER 2001 30.09.01 30.09.00 £'000 £'000 Fixed assets Intangible assets 41 80 Tangible assets 27,567 64,886 Investments: Investment in joint venture: Share of 453,011 gross assets Share of gross(438,373) liabilities 14,638 Goodwill arising on 423 acquisition 15,061 Loan to Joint Venture 40,000 55,061 - Other investments 834 866 55,895 83,503 65,832 Current assets Stocks 234,359 220,157 Debtors 5,197 7,276 Cash at bank and in hand 23,090 7,549 262,646 234,982 Creditors: amounts falling due within one year Short term borrowings 31,312 26,092 Other creditors 19,618 20,287 Net current assets 211,716 188,603 Total assets less current liabilities 295,219 254,435 Creditors: amounts falling due after more than one year 192,652 159,461 Provision for liabilities and charges Deferred taxation 4,089 5,576 Net assets 98,478 89,398 Capital and reserves Called-up share capital 6,170 6,164 Share premium account 20,800 20,738 Revaluation reserve 10,112 11,258 Capital redemption reserve 185 185 Profit and loss account 61,207 51,049 Equity shareholders' funds 98,474 89,394 Minority interests 4 4 Total capital employed 98,478 89,398 GRAINGER TRUST GROUP CASHFLOW STATEMENT FOR THE YEAR ENDED 30 SEPTEMBER 2001 2001 2000 £'000 £'000 Net cash inflow / (outflow) from operating 25,174 (19,929) activities Returns on investments and servicing of finance Interest received 380 282 Interest paid (22,463) (15,571) Dividends received 23 7 (22,060) (15,282) Taxation UK corporation tax paid (8,509) (7,312) Capital expenditure and financial investment Purchase of fixed asset investments - (828) Purchase of tangible fixed assets (639) (1,477) Sale of fixed asset investments 32 - Sale of tangible fixed assets 39,994 19,905 39,387 17,600 Acquisitions and disposals Purchase of subsidiaries - (5,859) Costs on purchase of subsidiaries - (125) Net cash acquired with subsidiaries - 271 Investment in Joint Venture (54,201) - (54,201) (5,713) Equity dividends paid (2,729) (2,438) Cash (outflow) before financing (22,938) (33,074) Financing New loans raised 85,923 43,388 Repayment of loans (47,512) (17,064) Issue of shares 68 140 Buy back of shares - (4,273) Net cash inflow from financing 38,479 22,191 Increase / (decrease) in cash in the period 15,541 (10,883) 2001 2000 £000 £000 Group operating profit 35,625 32,047 Depreciation 197 157 Amortisation of goodwill 39 39 Decrease / (increase) in debtors 3,454 (3,086) Increase in creditors 61 1,089 Increase in stocks (14,202) (50,175) Net cash inflow / (outflow) from operating 25,174 (19,929) activities This preliminary announcement was approved by the Board of Directors on 6th December 2001. This announcement does not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985. Statutory accounts for the year ended 30th September 2000 have been filed with the Registrar of Companies. The auditors have reported on these accounts; their report was unqualified and did not contain any statement under Section 237(2) or (3) of the Companies Act 1985. The release of this announcement has been agreed by the Group's auditors, Pricewaterhouse-Coopers. It is expected that the auditors' report on the statutory accounts for the year ended 30th September 2001 will be unqualified. Copies of this announcement can be obtained from the Company's registered office, Times Square, Newcastle upon Tyne. NE1 4EP NOTES TO THE RESULTS ANNOUNCEMENT 1. Property valuations For NAV purposes, all properties are shown at valuation. Investment properties are shown in the balance sheet at valuation, while trading stock, which consists of tenanted residential properties and development and trading properties, are shown at the lower of cost and net realisable value. Directors' valuations of tenanted residential properties have been arrived at from in-house or managing agents' valuations. Chesterton have undertaken an independent review of the Directors' valuations and have been able to state that they fairly reflect the open market value of the residential properties in the portfolio as at 30th September 2001. All other property and land portfolios have been valued by qualified professional valuers. The comparison of cost, net of provisions, against valuation, on the above basis, is as follows: 30th September 2001 30th September 2000 Cost Valuation Cost Valuation £m £m £m £m Investment properties 22.4 27.0 56.3 64.5 Trading stock Tenanted residential properties 163.1 287.7 152.4 258.9 Development and trading 71.3 113.1 67.8 114.6 234.4 400.8 220.2 373.5 Total properties 256.8 427.8 276.5 438.0 2. Net asset value per share This consists of balance sheet equity plus the excess of market value over book cost of trading stock, together with our share of the excess of market value over the book cost of the net assets of Bromley Property Holdings Limited and its subsidiaries. Net asset value per share at 30th September 2001 before the adjustments referred to below was £12.22, compared with £9.85 at 30th September 2000. Two proforma adjustments are commonly made to NAV: i) Contingent tax This is the tax that would be payable if all Group and Joint Venture properties were disposed of at valuation, and amounts to £2.93 per share (2000: £2.18). ii) FRS13 This records the difference between the current market value of fixed rate debt and derivatives and their book values of the group and its share of the joint venture. After allowing for tax, this adjustment is 29p (2000: 26p). This results in a net net net asset value per share (NNNAV) of £9.00 (2000: £ 7.41). 3. Earnings per share The calculation of earnings per share is based on the weighted average of 24,660,074 ordinary shares in issue during the year (2000: weighted average 25,258,530). The diluted earnings per share is based on a weighted average of 24,779,114 ordinary shares (2000: weighted average 25,376,250). 4. Dividends Dividends on ordinary shares:- 30.9.2001 30.9.2000 £'000s £'000s Interim paid of 2.65p per share (2000: 2.30p per share) 653 590 Final proposed of 9.68p per share (2000: 8.42p per 2,389 2,076 share) 3,042 2,666 5. Reconciliation of Net Cashflow Etc. 30.9.2001 30.9.2000 £'000s £'000s Increase/(decrease) in cash over period 15,541 (10,883) Cash inflow from increase in debt (38,411) (26,324) Change in net debt resulting from cashflows (22,870) (37,207) Other non-cash items:- Loans acquired with subsidiary - (4,597) Movement in net debt for the period (22,870) (41,804) Net debt at 1 October 2000 (178,004) (136,200) Net debt at 30 September 2001 (200,874) (178,004) 6. Taxation Tax on profit on ordinary activities:- 30.9.2001 30.9.2000 Group £'000s £'000s Normal 7,066 5,150 Exceptional item (1,046) - 6,020 5,150 Joint venture (1,305) - 4,715 5,150 Contact: Grainger Trust plc Tel: 0191 261 1819 Stephen Dickinson Managing Director Andrew Cunningham Finance Director Baron Phillips Associates Tel: 020 7397 8932 Baron Phillips

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