Preliminary Results

Northacre PLC 4 August 2000 NORTHACRE PLC Preliminary Results for the Year ended 28 February 2000 Northacre plc ('Northacre' or 'the Company'), the premier developer of landmark residential property schemes in Central London, today announces preliminary results for the year ended 28 February 2000. * Turnover increased to £7.9 million (1999: £1.2 million) * First time pre-tax profit before amortisation of goodwill, of £2.7 million (1999: £0.4 million) * Profit share income from The Bromptons, Chelsea, SW3 with all apartments sold * Completion of Earls Terrace, Kensington, W8: 20 houses sold, 1 under offer with 2 houses remaining - profit share income from first phase included in these results with the bulk of profits due in the year to 28 February 2001 * Commencement of development at KINGS, Chelsea with £0.4 million of fees received and over 50% of the scheme sold off plan. Anticipated profit share receipts in the year to 28 February 2002 * Acquisition of Queen Elizabeth College, Kensington, W8, and proposed acquisition of South Audley Street, Mayfair W1 clearly demonstrate strategy for growth. * Northacre's three core business areas - residential development, architectural design and interior design - all performing well and are key to growth strategy * Further residential development opportunities currently under negotiation * Market conditions remain favourable John Hunter, Chief Executive of Northacre, commented: 'Northacre has made considerable progress this year, culminating in our first year's profit in the quoted sector. We are pleased with the outcome of our developments to date, particularly with the successful completion of the widely acclaimed schemes at The Bromptons and Earls Terrace. Going forward our development programme comprises two major schemes at KINGS Chelsea and at Queen Elizabeth College which represent exciting opportunities to realise significant income and profits for the Group.' 4 August 2000 Enquiries: Northacre PLC Tel (today): 020 7457 2020 John Hunter, Chief Executive Tel (thereafter): 020 7349 8000 College Hill Tel: 020 7457 2020 Kate Pope Matthew Smallwood Chairman's Statement I am pleased to announce Northacre's preliminary results for the year ended 28 February 2000. These results show a pre-tax profit of £2.7 million (1999: £0.4 million) before amortisation of goodwill, with a turnover of £7.9 million (1999: £1.2 million). The balance sheet at 28 February 2000 showed net assets of £16.7 million, including cash of £1.2 million. Net assets per share were 97 pence (1999: 86 pence) and earnings per share were 9.99 pence (1999: 6.0 pence). The Board is not declaring a dividend payment. These results include the profit share from The Bromptons and income from the first phase sales of Earls Terrace. With the commencement of the development at KINGS, Chelsea, Northacre has received management fees of £0.4 million. These results are especially satisfying as this is the first time we have reported since the reverse takeover of Property Asset Holdings plc in May 1999. The three principal divisions of the Group, namely residential development through Northacre, architectural services through Nilsson Design and interior design through Lifestyles Interiors, have each been instrumental in promoting the Northacre Group as one of the Capital's premier developers of landmark residential property schemes. Northacre continues with the development of prime residential sites in Central London from which profit participation will emanate. In addition, the Company has now acquired a significant equity interest in one of these projects. Peter Catto Non Executive Chairman Chief Executive's Review The Bromptons, London SW3 With the successful completion of The Bromptons development in January 2000, all apartments, with one retained by the vendors, have been sold achieving sales in excess of £90 million, an average of £750 per square foot. In addition to the management and architectural fees, Northacre's profit share amounted to £3.6 million. The Bromptons development, originally part of the Royal Brompton Hospital, is widely recognised as the finest of Central London's residential schemes. With 73 apartments, two underground car parks, private landscaped gardens and a leisure centre, it has quickly become one of the UK's most sought after addresses. The three businesses of Northacre, Nilsson Design and Lifestyle (Interiors) were instrumental in the implementation of this development. This involved the restoration and conversion of the existing listed Grade II main building, together with the construction of two new purpose built apartment blocks in a similar style. Lifestyles (Interiors) was responsible for completing two show apartments during construction for selling all the apartments off plan. The Bromptons was officially opened on 19 October 1999 by HRH The Prince of Wales. Earls Terrace, Kensington W8 We are pleased to announce the completion of our development at Earls Terrace. All but three, with one under offer, of the 23 Grade II listed Georgian houses have been sold achieving an average price for each house in excess of £4.25 million. These results include income derived from the sale of 3 houses in Phase I of the development. The majority of our profit share from this scheme will be received in the second half of the year to 28 February 2001. As with our other schemes, all three businesses of the Group were involved in the implementation of this most complex scheme. KINGS, Chelsea SW10 European Land's development at KINGS Chelsea in association with Northacre is progressing well, with works having commenced on site earlier this year. Working closely with European Land, all three Group companies are providing services for the development. Completion of the development will begin early in 2002. The Northacre Group will receive £2.6 million of development fees over a period of forty months, with £0.4 million having been paid to date and included in the period under review. Significantly, Northacre expects to receive a substantial performance related profit share based on the achievement of sales over a pre- established level. With this in mind, we are pleased to announce that over 50% of the total units have already been sold off plan. The commencement of Northacre's profit share income is likely to impact in 2002. Phase Two of the marketing was launched on 29 June 2000 together with the opening of a spectacular marketing suite known as the KINGS library, a concept by Northacre with design by Nilsson's and show apartments by Lifestyles. The development, one of the largest of its kind in the Royal Borough of Kensington & Chelsea since Chelsea Harbour ten years ago, comprises 288 apartments and houses in 7.5 acres of parkland setting. It includes underground car parking as well as a leisure complex. Final completion of the site is expected to take place by the end of 2002. The Phillimores, Kensington W8 (previously Queen Elizabeth College) On 28 April 2000, Northacre announced the signing of a joint venture with the Westcity Group for the acquisition and development of Queen Elizabeth College. Formerly a King's College site, it is to be known as The Phillimores. This development will involve securing planning permission to create a premier residential scheme of at least 70 apartments in the same landmark style as The Bromptons. Northacre, together with Westcity, has invested £18 million of equity to secure a loan for the acquisition and residential development of the scheme. This major transaction will form a significant part of Northacre's existing development programme for the next 3 years. Northacre will receive up to £3 million of development and architectural fees over the course of the next two years in addition to its share of up to 50% of the development profit. Proposed Acquisition of 17 / 22 South Audley Street, W1 and 35 South Street, W1 On 16 June 2000, Northacre exchanged a conditional contract with Breezy Holdings Limited for the acquisition of the long leasehold property of 17/22 South Audley Street and 35 South Street, London W1, a period landmark property in the heart of London's Mayfair. This represents for Northacre a prime development opportunity for a mixed scheme of new residential apartments on the upper floors whilst retaining investment income from the retail premises on the ground and lower ground floors. The total consideration is £19,250,000 with completion of the conditional contract to take place twelve months from exchange. The consideration is to be satisfied by a cash payment of £18,000,000 payable on completion in addition to a deposit of £1,250,000 already paid to Breezy Holdings Limited. Due to its size, the acquisition constitutes a reverse takeover under the AIM Rules and therefore requires the prior approval of Shareholders. A circular to shareholders has been published today and an extraordinary general meeting to obtain the approval of the shareholders will be held on 1 September 2000. Nilsson Design and Lifestyles (Interiors) Limited We are pleased to report that both Nilsson Design and Lifestyles have achieved significant growth in the second half. Both businesses not only provide services to Northacre, but are also establishing strong external private client bases. Current projects include schemes in Barbados and Jordan. We are confident that the growth of these private clients for both interior design and architectural services will continue to grow and thereby constitute a larger part of the Group fee income in the future. Outlook Now that the Earls Terrace scheme is complete and mostly sold, we can expect the bulk of our profit share from the scheme to impact on our results in the year to 28 February 2001. In terms of new developments, KINGS Chelsea and The Phillimores schemes form a significant part of Northacre's development programme for earning fees with the additional prospect of creating a substantial profit share over the next 2-3 years. Northacre is now firmly established and associated with some of London's most important landmark residential property schemes. Our strategy is to continue to seek and acquire equity interest in similar residential schemes to generate development profits, but also where appropriate, for securing investment income. Our market remains buoyant and there continues to be new opportunities where the skills and market knowledge inherent within our Group are able to create enhanced value to our shareholders. John Hunter Chief Executive NORTHACRE PLC Preliminary Results for the year ended 28 February 2000 Consolidated Profit and Loss Account 25.9.1997 to 12 Months 28.2.1999 to Total Note Continuing 28.2.2000 Continuing Operations Acquisition Total Operations £ £ £ £ Turnover 500,000 7,414,925 7,914,925 1,189,771 Cost of sales - (2,366,100) (2,366,100) (1,003,500) Gross Profit 500,000 5,048,825 5,548,825 186,271 Administrative 3 (1,112,450) (2,326,903) (3,439,353) (132,011) Expenses Other operating income 57,778 34,375 92,153 - Operating (554,672) 2,756,297 2,201,625 54,260 Profit/(Loss) Share of profit from - 4,214 4,214 - participating interests Income from - 30,000 30,000 - participating interests Profit/(Loss) on sale (69,746) - (69,746) 132,418 of investment properties Profit/(Loss) on (624,418) 2,790,511 2,166,093 186,678 Ordinary Activities before Interest Interest (net) (71,542) 198,696 Profit on Ordinary 2,094,551 385,374 Activities before Taxation Taxation 4 (724,770) (83,551) Retained Profit for 1,369,781 301,823 the Year Basic earnings per 5 9.99p 6.00p ordinary share Fully diluted earnings 9.02p 4.50p per ordinary share NORTHACRE PLC Preliminary Results for the year ended 28 February 2000 Consolidated Balance Sheet 2000 1999 £ £ Fixed Assets Intangible fixed assets 14,940,474 - Tangible fixed assets 917,072 1,602,235 Investments 6,432 2 15,863,978 1,602,237 Current Assets Stocks and work in progress 15,426 - Debtors 5,109,111 3,916,106 Bank balances and cash 1,205,369 110,891 6,329,906 4,026,997 Creditors - due within one year (5,355,011) (647,953) Net Current Assets 974,895 3,379,044 Total Assets less Current Liabilities 16,838,873 4,981,281 Creditors - due after more than one year (121,906) (199,367) Net Assets 16,716,967 4,781,914 Capital and Reserves Share capital 438,567 138,290 Share premium account 14,527,884 4,392,889 Revaluation reserve 130,000 - Profit and Loss account 1,620,516 250,735 Shareholders' Funds 16,716,967 4,781,914 NORTHACRE PLC Preliminary Results for the year ended 28 February 2000 Consolidated Cash Flow Statement 2000 2000 1999 1999 £'000 £'000 £'000 £'000 Net Cash Inflow from Operating 3,710,612 439,359 Activities Dividends received from 30,000 Associates Returns on investments and servicing of finance Interest received 32,908 204,511 Interest paid (104,450) - Net cash (outflow)/inflow from (71,542) 204,511 returns on investments and servicing of finance Taxation Corporation tax paid (1,319) - Capital Expenditure and Financial Investment Purchase of investment - (2) Purchase of investment - (2,473,252) properties Purchase of other tangible (211,560) (3,771) assets Sale of investment properties 1,575,000 - Sale of other tangible assets 40,000 - Returnable deposit in respect - (2,786,500) of potential acquisition Net cash inflow/(outflow) for 1,403,440 (5,263,525) capital expenditure Acquisitions Purchase of subsidiary (3,491,562) - undertaking Net overdraft acquired with (411,186) - subsidiary Net cash outflow for (3,902,748) - acquisitions Financing Issues of ordinary share 435,272 4,729,700 capital Expenses paid in connection - (198,521) with share issue Issues of convertible loan note - 710,267 Repayment of convertible loan - (510,900) note Increase in debt (822,992) - Net cash (outflow)/ inflow from (387,720) 4,730,546 financing Increase in Cash in the Year 780,723 110,891 Northacre plc Notes to the Preliminary Financial Statements For the year ended 28 February 2000 1. Principal Accounting Policies The financial information contained in this document has been prepared on the basis of the accounting policies as set out in the 2000 Northacre plc Annual Report. 2. Financial Information The financial information contained in this document does not constitute statutory accounts within the meaning of section 240 of the Companies Act 1985. The comparative figures for the financial period ended 28 February 1999 have been extracted from the company's statutory accounts for that financial period which have been delivered to the Registrar of Companies and on which an unqualified audit report was given. 3. Administrative Expenses The administrative expenses of £3,439,353 include amortisation of goodwill of £582,096. 4. Taxation The taxation charge for the period is calculated on the average tax rate achieved in the financial period. 5. Earnings Per Share The earnings per share has been calculated on the result on ordinary activities after tax and on the weighted average number of shares in issue during the period of 13,702,390. 6. Shareholders' Funds The reconciliation of movements in shareholders' funds is as follows: £'000 Shareholders' funds at 1 March 1999 4,782 Warrants exercised during the period 428 Issue of ordinary shares for non cash consideration 10,007 Transfer from profit and loss account 1,370 Revaluation in year 130 Shareholders' funds at 28 February 2000 16,717 Northacre plc Notes to the Preliminary Financial Statements (Continued) For the year ended 28 February 2000 7. Acquisition The acquisition of Northacre Holdings Limited has been accounted for as follows: £'000 Tangible fixed assets 709 Investments 2 Stock 6 Debtors 580 Creditors (1,917) Total Liabilities acquired (620) Bank overdrafts taken over (411) Goodwill and costs capitalised 15,523 Total cost of acquisition 14,492 8. Dividends The Directors do not recommend the payment of a dividend. 9. Other information The Preliminary statement was approved by the Directors on 3 August 2000. A copy of the statutory accounts will be posted to shareholders on 4 August 2000.
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