11 May 2021

The Conygar Investment Company PLC

Interim results for the six months ended 31 March 2021

Summary

·    Net asset value of £86.7 million (164.0p per share).

·    Total cash deposits of £23.9 million (45.3p per share).

·    No debt and no borrowings.

·    Development commenced for the first phase of the mixed-use development at The Island Quarter, Nottingham.

·    Detailed planning applications submitted in January 2021 and May 2021 for the next two phases of The Island Quarter development which include a hotel, to be managed by Intercontinental Hotels Group, residential rental apartments, co-working space and a 702 bed student accommodation scheme.

·    £1.2 million write down in the value of the retail park at Cross Hands, Carmarthenshire as a result of the continuing negative investor sentiment towards this sector.

·    Bought back 0.74 million shares (1.4% of ordinary share capital) at an average price of 109.0p per share.

Group net assets summary as at 31 March 2021

Robert Ware, Chief Executive of The Conygar Investment Company PLC, commented:

"After 15 months of COVID-19 we expect the country slowly to return to a semblance of normality, boosted by the extraordinary success of the vaccinations. We have no idea how the huge debt hang-over from government intervention will affect the future but we think trends such as working from home and retail moving online will have been accelerated. We continue to stick to what we know. The Island Quarter project at Nottingham has significantly progressed along with the majority of our other assets and we continue to operate with sensible overheads, no debt and cash reserves. We anticipate real progress will be made over the next year."

Enquiries:

The Conygar Investment Company PLC

Robert Ware: 020 7258 8670

David Baldwin: 020 7258 8670

Liberum Capital Limited (Nominated Advisor and Broker)

Richard Bootle: 020 3100 2222

Edward Phillips: 020 3100 2222

Jamie Richards: 020 3100 2222

Temple Bar Advisory (Public Relations)

Alex Child-Villiers: 07795 425580

Will Barker: 07827 960151

This announcement is released by The Conygar Investment Company PLC and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

The person who arranged for the release of this announcement on behalf of the Company was Robert Ware, Chief Executive.

Chairman's and Chief Executive's statement

Results summary

We present the Group's results for the period ended 31 March 2021.

More than a year on from its start, the UK and global economies continue to be severely impacted by the unprecedented and, all too often, tragic effects of COVID-19. However, the rapid rollout and continuing success of the UK's vaccination programme, the significant reduction in infection and hospitalisation rates during the last few months and the steps taken along the roadmap to ease lockdown restrictions should allow us to cautiously look forward to an improvement in business confidence during 2021, albeit with the pace of recovery determined to a large extent by the response to the significant social and economic changes we have all experienced this past year.   

The net asset value was £86.7 million at 31 March 2021 (31 March 2020: £95.3 million; 30 September 2020: £88.8 million) and the loss after tax for the six month period was £1.4 million (period ended 31 March 2020: loss of £1.5 million, year ended 30 September 2020: loss of £8.0 million). The loss for the current period includes a £1.2 million write down in the value of our retail park at Cross Hands, Carmarthenshire, as a result of the significant impact of COVID-19 on the retail sector compounded by the strong growth in online shopping both before and, to an even greater extent, throughout the pandemic.

We have continued to support our customers, staff and tenants whenever possible including, in a number of cases, the deferral of rent for some of our tenants most negatively impacted by COVID-19. Rent collection rates have been reasonably strong at 90% for December 2020 with 82% collected to date for March 2021.

Despite the challenges posed by the further lockdown in January 2021, the Group has made steady progress on its property portfolio over the six month period, the highlights of which are set out below.

At The Island Quarter, Nottingham, work has begun on site for the first phase of this exciting and substantial development comprising a 21,500 square foot food and beverage led building in an enhanced canal-side setting with associated public realm. This initial phase, which is scheduled for completion by the end of March 2022, will, we believe, open up the previously underused canal-side part of the city and bring the local residents back to The Island Quarter, thereby further unlocking the potential of the remaining site.

In January 2021, a detailed planning application was submitted for the first major phase of The Island Quarter's mixed-use scheme which includes a hotel, to be managed by the Intercontinental Hotels Group, 247 residential rental apartments, 32,000 square feet of flexible co-working space, plus an extensive food and beverage area. It is hoped that planning permission for this phase will be achieved later in 2021.

After the half year end, in May 2021, a detailed planning application was also submitted for a 702 bed student accommodation scheme which we hope to have operational for the September 2023 university intake.

We continue to progress the designs for subsequent phases of The Island Quarter and are advancing our discussions on financing options for the development which we hope to make further announcements on later in the year.

At Haverfordwest in Pembrokeshire, construction of a spine road and associated drainage commenced in January 2021, which should be completed later this year, to open up the site for future development.

The 31 March 2021 revaluation of our retail park at Cross Hands in Carmarthenshire, at £15.85 million, reflects a 3.9% reduction in value since the year end. The retail sector has continued to suffer from forced closures and trading restrictions with investor sentiment remaining negative towards this sector. However, the park at Cross Hands has been able to trade well throughout the pandemic reflecting the large proportion of 'essential' high quality tenants. Our unpaid rents which have been provided for in these financial statements, arose primarily from Peacock Stores Limited who occupy 5,200 square feet at Cross Hands and who went into administration in November 2020.

At Cross Hands, we completed the construction of the 2,750 square foot Burger King restaurant and drive-through which commenced trading in December 2020. A change of use application was also submitted, to be determined in the coming weeks, to progress the letting to a gym operator, with whom we exchanged contracts in 2020, for a 3,400 square foot unit.

At the Holyhead Waterfront scheme in Anglesey, we continue to work on the detailed design and reserved matters application in tandem with the marine consenting process and expect to submit both in the next few months.

In April 2019, we exchanged a conditional contract, on a subject to planning basis, to dispose of our industrial property in Selly Oak, Birmingham. An amended planning application for this student accommodation scheme was submitted by the purchaser in January 2021 and we are awaiting its determination.

During the period the Company's development sites at King's Lynn, Norfolk, and Fishguard lorry stop in Pembrokeshire were sold for total net proceeds of £1.0 million resulting in a combined net profit of £0.4 million.

Share buyback

During the six-month period ended 31 March 2021, the Group acquired 740,000 ordinary shares, representing 1.4% of its ordinary share capital, at a cost of £0.81 million which equates to an average price of 109.0p per share. We continue to see the buyback authority as a useful capital allocation tool and will continue to use it when we believe the stock market value differs too widely from our view of the intrinsic value of the Company.

Board change

We are pleased to welcome David Baldwin to the Board. David was appointed as Finance Director on 10 May 2021 having been with the Company for five years as Financial Controller and also since 6 April 2020 as Company Secretary.

Outlook

After 15 months of COVID-19 we expect the country slowly to return to a semblance of normality, boosted by the extraordinary success of the vaccinations. We have no idea how the huge debt hang-over from government intervention will affect the future but we think trends such as working from home and retail moving online will have been accelerated. We continue to stick to what we know. The Island Quarter project at Nottingham has significantly progressed along with the majority of our other assets and we continue to operate with sensible overheads, no debt and cash reserves. We anticipate real progress will be made over the next year.

N J Hamway                                                   R T E Ware

Chairman                                                        Chief Executive

Financial review

Net asset value

During the six months ended 31 March 2021, the net asset value decreased by £2.1 million to £86.7 million (31 March 2020: £95.3 million; 30 September 2020: £88.8 million). The primary movements in the period were £0.8 million of rental income plus a £0.4 million profit on the sale of our development sites at King's Lynn and Fishguard lorry stop offset by £0.4 million of development costs written off, a £1.2 million reduction in the valuation of Cross Hands, £1.0 million of administrative costs and £0.8 million relating to the purchase of our own shares (£0.5 million of which were paid for in the period and £0.3 million settled in April 2021 to complete the purchase of 0.3 million shares acquired on 31 March 2021).

Cash flow and financing

At 31 March 2021, the Group had cash of £23.9 million and no debt (31 March 2020: cash of £36.1 million and no debt; 30 September 2020: cash of £32.1 million and no debt).

The primary cash outflows in the current period were £8.4 million incurred on development projects and investment properties, including £7.1 million to progress the development at Nottingham, and £0.5 million to buy back shares. These were partly offset by cash inflows of £1.0 million from the sale of King's Lynn and Fishguard lorry stop resulting in a net cash outflow during the period of £8.2 million.

Net income from property activities                                                                  Six months ended        Year ended

Administrative expenses

The administrative expenses for the period ended 31 March 2021 were £1.0 million (period ended 31 March 2020: £1.6 million; year ended 30 September 2020: £2.6 million). The major items were salary costs of £0.7 million (period ended 31 March 2020: £1.2 million; year ended 30 September 2020: £1.9 million) and various costs arising as a result of the Group being listed on AIM.

Taxation

No tax is payable on the loss for the six months ended 31 March 2021 (period ended 31 March 2020: tax credit of £0.2 million; year ended 30 September 2020: tax credit of £0.2 million).

As at 31 March 2021, the Group has unused tax losses and capital allowances totalling £42 million for which no deferred tax asset has been recognised in the consolidated balance sheet at 31 March 2021 (30 March 2020: £nil; 30 September 2020: £nil). However, the Board are committed to delivering long term value for shareholders and as such are hopeful that some or all of these losses will be utilised in the future against returns from the Group's property development portfolio.

Summary of investment properties

(1)   The Group's investment in Nottingham was transferred to investment properties under construction during the year ended 30 September 2020.

(2)   External valuations provided by Knight Frank LLP at each period end.

Summary of development and trading properties

(1)   Development projects are stated at the lower of cost and net realisable value.

(2)   As set out above, the Group's investment in Nottingham was transferred to investment properties under construction in the year ended 30 September 2020.

(3)   King's Lynn and Fishguard lorry stop were both sold in the current period for gross proceeds of £0.53 million each which resulted in a combined net profit of £0.4 million.

Consolidated statement of comprehensive income

For the six months ended 31 March 2021

All amounts are attributable to equity shareholders.

All of the activities of the Group are classed as continuing.

Consolidated statement of changes in equity

For the six months ended 31 March 2021

Consolidated balance sheet

As at 31 March 2021

Consolidated cash flow statement

For the six months ended 31 March 2021

Notes to the interim results

1.     General information

The Conygar Investment Company PLC ("the Company") is incorporated in the United Kingdom and domiciled in England and Wales, is registered at Companies House under registration number 04907617, listed on the AIM market of the London Stock Exchange and limited by shares.

The financial information set out in this report covers the six months to 31 March 2021, with comparative amounts shown for the six months to 31 March 2020 and the year to 30 September 2020, and includes the results and net assets of the Company and its subsidiaries, together referred to as the Group.

Further information about the Group and Company can be found on its website www.conygar.com.

2.     Basis of preparation

The accounting policies used in preparing the condensed financial information are consistent with those of the annual financial statements for the year ended 30 September 2020 other than the mandatory adoption of new standards, revisions and interpretations that are applicable to accounting periods commencing on or after 1 October 2020, as detailed in the annual financial statements. 

The condensed financial information for the six month period ended 31 March 2021 and the six month period ended 31 March 2020 has been reviewed but not audited and does not constitute full financial statements within the meaning of section 435 of the Companies Act 2006.

The financial information for the year ended 30 September 2020 does not constitute the Group's statutory accounts for that period but it is derived from those accounts. Statutory accounts for the year ended 30 September 2020 have been delivered to the Registrar of Companies. Saffery Champness LLP reported on those accounts, their report was unqualified and did not contain statements under section 498(2) or (3) of the Companies Act 2006.

The board of directors approved the above results on 10 May 2021.

Copies of the interim report may be obtained from the Company Secretary, The Conygar Investment Company PLC, First Floor, Suite 3, 1 Duchess Street, London, W1W 6AN.

3.      Segmental information

       IFRS 8 "Operating Segments" requires the identification of the Group's operating segments which are defined as being discrete components of the Group's operations whose results are regularly reviewed by the Board. The Group divides its business into the following segments:

·    Investment properties held for capital appreciation, rental income or both; and,

·    Development and trading properties, which include sites and developments under construction held for sale in the ordinary course of business.

Balance sheet

Revenue         

4.   Finance income and costs

6.  Loss per share

Loss per share is calculated as the loss attributable to ordinary shareholders of the Company for the period ended 31 March 2021 of £1,368,000 (period ended 31 March 2020: loss of £1,489,000; year ended 30 September 2020: loss of £7,955,000) divided by the weighted average number of shares in issue throughout the period of 53,569,832 (31 March 2020: 54,424,398; 30 September 2020: 54,007,994). There are no diluting amounts in either the current or prior periods.

7.  Investment properties

As at 31 March 2021, Cross Hands was valued by Knight Frank LLP in their capacity as external valuers. The valuation was prepared on a fixed fee basis, independent of the property value and was undertaken in accordance with the RICS Valuation - Global Standards [incorporating the International Valuation Standards] effective 31 January 2020 on the basis of fair value, supported by reference to market evidence of transaction prices for similar properties. It assumes a willing buyer and a willing seller in an arm's length transaction and reflects usual deductions in respect of purchaser's costs and SDLT as applicable at the valuation date. The independent valuer makes various assumptions including future rental income, anticipated void costs and the appropriate discount rate or yield.

The fair value of Cross Hands has been determined using an income capitalisation technique whereby contracted rent and market rental values are capitalised with a market capitalisation rate. This technique is consistent with the principles in IFRS 13 and uses significant unobservable inputs, such that the fair value has been classified in all periods as Level 3 in the fair value hierarchy as defined in IFRS 13. For Cross Hands, the key unobservable inputs are the net initial yields and expiry void periods. Net initial yields have been estimated for the individual units at between 5.25% and 10.75% and expiry void periods are projected at between 6 months and 24 months. The principal sensitivity of measurement to variations in the significant unobservable outputs is that decreases in net initial yields and void periods will increase the fair value.

The historical cost of the Group's investment properties as at 31 March 2021 was £13,952,000 (31 March 2020: £12,863,000; 30 September 2020: £13,451,000).

The Group's revenue for the period ended 31 March 2021 includes £804,000 derived from properties leased out under operating leases (period ended 31 March 2020: £856,000; year ended 30 September 2020: £1,635,000).

8.  Investment properties under construction

Investment properties under construction comprise freehold land and buildings at The Island Quarter, Nottingham which are held for current or future development as investment properties and reported on the balance sheet at cost.

The fair value of this property rests in the planned developments, and is difficult to estimate pending confirmation of designs and planning permissions, and hence, in accordance with IAS 40, has been measured at cost until either the fair value becomes readily determinable or construction is complete.

9.  Development and trading properties

Development and trading properties are reported in the balance sheet at the lower of cost and net realisable value. The net realisable value of properties held for development requires an assessment of the underlying assets using property appraisal techniques and other valuation methods. Such estimates are inherently subjective as they are made on assumptions which may not prove to be accurate and which can only be determined in a sales transaction.

Further details on progress for each of the development and trading properties is set out in the Chairman's and Chief Executive's statement.

10.  Trade and other receivables

Trade and other receivables are measured on initial recognition at transaction cost, and are subsequently measured at amortised cost using the effective interest rate method, less any impairment. Impairment is calculated using an expected credit loss model.

11.  Trade and other payables

Trade and other payables are recognised initially at fair value, and are subsequently measured at amortised cost using the effective interest rate method.

12.  Provision for liabilities and charges

The Group is party to a profit share agreement which would become payable on the earliest of the disposal of its retail park at Cross Hands or the date upon which the open market value of Cross Hands is agreed between the parties on completion of the development. The profit share provision has been calculated by reference to the open market value of the property at each balance sheet date after deducting applicable costs. As a result of the reduction in the value of Cross Hands since 31 March 2020 no profit share is payable as at 31 March 2021.

13.  Net assets per share

Net assets per share is calculated as the net assets of the Group divided by the number of shares in issue. There are no diluting or adjusting amounts for the reported periods.

14.  Key management compensation

Key management personnel have the authority and responsibility for planning, directing and controlling the activities of the Group and are considered to be the directors of the Company. Amounts paid in respect of key management compensation were as follows:

Independent Review Report to The Conygar Investment Company PLC

Introduction

We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six month period ended 31 March 2021 which comprises the consolidated statement of comprehensive income, the consolidated statement of changes in equity, the consolidated balance sheet, the consolidated cash flow statement and the related notes. 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 the terms of our engagement to assist the Company in meeting the requirements of the AIM Rules ("the AIM Rules"). Our review has been undertaken so that we might state to the Company those matters we are required to state to it in this 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 reached.

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 AIM Rules.

As disclosed in note 2, the annual financial statements of the Company are prepared in accordance with IFRS 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 Group 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) 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 enquiries, 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 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 month period ended 31 March 2021 is not prepared, in all material aspects, in accordance with International Accounting Standard 34 as adopted by the European Union and the AIM Rules.

Saffery Champness LLP

Chartered Accountants and Registered Auditors

London
10 May 2021

Notes:

(a)           The maintenance and integrity of The Conygar Investment Company PLC website is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the interim report since it was initially presented on the website.

(b)           Legislation in the United Kingdom governing the presentation and dissemination of financial information may differ from legislation in other jurisdictions.

The directors of Conygar accept responsibility for the information contained in this announcement. To the best knowledge and belief of the directors of Conygar (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.