TIDMSPR
RNS Number : 3509C
Springfield Properties PLC
22 February 2022
22 February 2022
Springfield Properties plc
("Springfield", the "Company" or the "Group")
Interim Results
Excellent build and sales activity across the business and on
track for significant full year growth
Springfield Properties (AIM: SPR), a leading housebuilder in
Scotland delivering private, affordable and PRS housing, announces
its interim results for the six months ended 30 November 2021.
Financial Summary
H1 2022 H1 2021*
GBPm GBPm
Revenue 87.3 94.4
Private housing revenue 47.3 71.9
Affordable housing
revenue 31.7 18.3
Contract housing revenue 7.5 3.8
Other revenue 0.8 0.4
Gross margin** 18.5% 19.6%
Operating profit 6.7 9.3
Profit before tax 6.2 8.6
Basic EPS (p) 4.93 7.07
Interim dividend per
share (p) 1.5 1.3
* H1 2021 results reflect additional sales from completions
rolled over due to COVID-19
** Gross margin reflects sales mix, namely record revenue from
affordable housing in H1 2022
Operational Summary
-- On track to deliver full year results in line with market expectations
-- Private housing
o 197 private homes completed (H1 2021: 299), reflecting the
more normal seasonal phasing of completions across the financial
year, with H1 2021 being boosted by completions that had been
scheduled for the end of FY 2020, but delayed due to the public
lockdown
o Record order book to be delivered in H2 following strong sales
in the period
o Eight new private developments commenced completions post
period
-- Affordable housing
o 204 affordable homes completed (H1 2021: 126) reflecting
delivery against the Group's substantial contracted affordable
order book
o On track to deliver a record year in affordable housing, with
year-on-year revenue expected to increase by approximately 35%
-- Contract housing
o In contract housing, where the Group provides development
services to third party private organisations, 58 homes were
delivered (H1 2021: 18)
o Commenced generating revenue under private rented sector
("PRS") housing contract
-- Effectively managed cost and supply chain pressures with
gross margins maintained when excluding the impact of regional and
housing mix in private and affordable housing respectively
-- Planning approval received for 240 homes during the period
and the proportion of land bank with planning permission was 51.6%
(31 May 2021: 52.4%); post period submitted planning application
for a new, large development of up to 1,000 homes in Edinburgh
commuter belt
-- Total land bank of 15,308 plots at period end (31 May 2021:
15,281) with Gross Development Value ("GDV") of GBP3.1bn (31 May
2021: GBP3.1bn)
-- Post period, acquired Tulloch Homes, an Inverness-based
housebuilder focused on building high-quality private housing in
the Scottish Highlands and with a GDV of GBP375.4m, to accelerate
growth, enhance earnings and strengthen the Company's foothold in
an area of high demand
Innes Smith, Chief Executive Officer of Springfield Properties,
commented: "This was a strong period for Springfield. We continued
to experience high demand across the business and our total order
book grew to a record level. We maintained excellent build
activity, setting us up for an outstanding second half of the year
- with handovers starting on eight new private sites since period
end. I am pleased at how we effectively managed the material and
supply chain pressures facing our industry, and that we were able
to maintain impressive levels of customer satisfaction.
Sustainability continued to be a focus. We're proud that we already
deliver over 90% of our homes off-site from timber kits, and we
will be setting benchmarks for further measures across operations
in our ESG strategy later this year.
"We entered the second half on track for strong growth for FY
2022 in line with market expectations. This confidence is based on
homes completed, reserved and missived, and our highest ever
revenue in affordable housing, giving us significant visibility
over our revenue forecasts. Our position was further strengthened,
post period, with the acquisition of Tulloch Homes. This enhances
our foothold in the Highlands, an area of strategic importance, and
will accelerate our growth, being earnings enhancing from the
current year. Supported by long-term market drivers and with demand
continuing to outstrip supply, the Board continues to look to the
future with great confidence and to delivering sustainable value
for all of our stakeholders."
Enquiries
Springfield Properties
Sandy Adam, Chairman
Innes Smith, Chief Executive Officer +44 1343 552550
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Singer Capital Markets
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Shaun Dobson, Rachel Hayes, James Moat
(Investment Banking) +44 20 7496 3000
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Luther Pendragon
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Harry Chathli, Claire Norbury +44 20 7618 9100
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Analyst Presentation
Innes Smith, Chief Executive Officer, Michelle Motion, Chief
Financial Officer, and Martin Egan, Chief Operating Officer, will
be hosting a webinar for analysts at 9:00am GMT today. To register
to participate, please contact tanweersiddique@luther.co.uk.
Operational Review
The Group maintained strong build activity throughout the period
to 30 November 2021 with total completions increasing to 459 homes
(H1 2021: 443) and has substantial work-in-progress for delivery in
the second half. There was a significant increase in affordable and
contract housing completions, with the Group on track to deliver
record revenue in affordable housing this year. Private housing
completions were comparatively lower primarily due to H1 2021 being
boosted by completions that had been scheduled for handover in the
final two months of 2020, but rolled over due to the COVID-19
lockdown. It also reflects the timing of completions, with
handovers having started at eight new private developments since
period end. Sales activity continued to be strong with high demand
experienced across the business, including a significant increase
in private housing reservations leading to growth in the Group's
total order book for delivery over the next two years.
Springfield continued to advance the delivery of its strategy.
During the period construction commenced on, and the first revenue
was received for, its first PRS housing, which further diversifies
the Group's revenue streams. In addition, post period, in line with
its stated strategy of expanding via acquisition and into new
territories to accelerate growth, the Group acquired Tulloch Homes.
The acquisition expands the Group's land bank in the Highlands of
Scotland around Inverness, which is an area of high and growing
demand where Springfield has been organically building a presence
over the last few years.
The Group continued to effectively manage current industry-wide
material and labour supply constraints, with gross margins
maintained when excluding the impact of regional or housing mix.
The large proportion of fixed price contracts for materials that
the Group had in place during the period as well as house price
inflation served to mitigate the impact of increased costs.
Similarly, Springfield's strong, established relationships with
sub-contractors, together with its large directly employed
workforce, helped the Group maintain its labour force.
Land Bank
At 30 November 2021, the Group had 44 active developments (31
May 2021: 45 active developments) and during the period:
-- 8 developments were completed;
-- 7 new active developments were added to the land bank;
-- planning was granted on 240 plots on 2 developments, with the
proportion of the land bank with planning consent being 51.6% at 30
November 2021 (31 May 2021: 52.4%); and
-- the land bank consisted of 15,308 plots (31 May 2021: 15,281).
Post period, the land bank was further expanded with a planning
application being submitted for a new, large development of up to
1,000 homes in the Edinburgh commuter belt and in the Highlands
region of Scotland, with the acquisition of Tulloch Homes. On
acquisition, Tulloch Homes' land bank consisted of 1,791 plots of
which 91% was owned and paid for, and 87% with planning
permission.
Private Housing
During the period , the Group completed 197 private homes (H1
2021: 299). This primarily reflects H1 2021 being boosted by
completions that were scheduled to be handed over at the end of the
2020 financial year but were postponed until lockdown restrictions
were lifted. It also represents the timing of handovers, with eight
new private developments having started handing over homes in H2
2022, which will contribute significantly to full year revenue.
The average selling price for private housing was GBP240k (H1
2021: GBP240k). There was a general increase in sales prices on an
underlying basis, excluding regional and housing-type mix, with a
larger proportion of revenue and completions in regions of
Scotland, which typically have lower house prices.
The Group continued to experience excellent demand, with a
significant increase in the number of homes missived or reserved at
30 November 2021 compared with 31 May 2021, resulting in a record
order book in private housing at period end. In addition, the
proportion of available-for-sale homes that were missived or
reserved at 30 November 2021 was higher than at both 31 May 2021
and 30 November 2020.
The Group had 27 active private housing developments at 30
November 2021 (31 May 2021: 24), with six active developments added
during the period and three developments completed. In total, as at
30 November 2021, the private housing land bank was 10,562 plots on
59 developments (31 May 2021: 10,426 plots on 56 developments).
Planning consent was granted for 225 plots on two developments
for private housing. As at 30 November 2021, 49.4% (5,215 plots) of
private housing plots had planning consent (31 May 2021: 48.7%),
with 25.0% going through the planning process and 25.6% at the
pre-planning stage.
Post period, the Group submitted a planning application for a
new, large development of up to 1,000 homes. This development is to
be built on land that the Group purchased in the prior year in
Midlothian in the Edinburgh commuter belt. The proposed development
is designed as a new neighbourhood with a distinct identity which
will, following the Scottish government's 20-minute neighbourhood
model, integrate into existing settlements where residents can
easily access high quality services and amenities.
Village developments
Springfield Villages are standalone developments that include
infrastructure and neighbourhood amenities. Each Village is
designed to have up to approximately 3,000 homes, catering for
around 7,000 residents, with ample green space and community
facilities. They primarily offer private housing, but also include
affordable housing and, beginning with Bertha Park, include PRS
housing. Springfield has three Villages that are already home to
growing communities and two Village developments that are going
through the planning process. The Group delivers housing at Bertha
Park under contract as described in 'Contract Housing' below.
There were 51 private completions at the Group's Village
developments during the period (H1 2021: 56). This number increases
to a total of 74 private completions when Bertha Park is included
(H1 2021: 68). In addition, a contract was signed for a retail unit
at Bertha Park.
There was also a continued expansion of amenities and
strengthening of community engagement at the Village developments.
This includes the hosting of community events, the establishment of
a school bus route through Dykes of Gray and Bertha Park gaining
its own post box, being symbolic of a 'place' being created.
Affordable Housing
There was a significant increase in the number of affordable
home completions to 204 (H1 2021: 126). The growth in completions
reflects delivery against the Group's substantial contracted order
book, with the Group on track to achieve its highest ever revenue
in affordable housing this year. Average selling price increased to
GBP155k (H1 2021: GBP146k) as a result of a change in housing
mix.
The number of active affordable housing developments was 15 at
30 November 2021 (31 May 2021: 19), with one active development
added during the period and five developments completed. As at 30
November 2021, the total affordable housing land bank was 4,004
plots on 47 developments (31 May 2021: 4,055 plots on 48
developments).
The Group secured two new affordable housing contracts during
the period and one post period. The Group also expanded its
partnership network with the signing of its first contract with
Aberdeenshire Council, for 38 homes at Banff.
Springfield continued to make progress under its local authority
framework agreement with Moray Council for 10 affordable-only
developments. The handover of two developments was completed during
the period, bringing the total number delivered under this
agreement to five. Construction is underway on two new
developments, one of which began during the period, and contract
negotiations commenced for the remaining three developments under
this agreement.
In total, the Group expects to commence work on eight new
affordable housing contracts during the second half of the
year.
As at 30 November 2021, 48.7% (1,947 plots) of affordable
housing plots had planning (31 May 2021: 52.7%), with 27.7% of
plots going through the planning process and 23.6% at the
pre-planning stage.
Contract Housing
In contract housing, the Group provides development services to
third party private organisations (compared with affordable housing
where the Group's services are delivered to local authorities,
housing associations or other public bodies). At present, the
Group's contract housing delivery consists of services provided to
Bertha Park Limited, the developer of the Bertha Park Village,
under a framework agreement. The Group performs development
services and receives revenue based on costs incurred plus a fixed
mark up. At Bertha Park, the Group is delivering private,
affordable and PRS housing. The Group has introduced contract
housing as a segment because of the increased materiality of
revenue now being generated from the provision of development
services to Bertha Park Limited, particularly due to beginning the
delivery of PRS housing.
At 31 May 2021, the contract housing land bank with planning
consent consisted of 742 plots (31 May 2021: 800). The 58 homes
completed during the period (H1 2021: 18) comprised 23 private
homes, 17 affordable homes and 18 PRS homes at Bertha Park Village.
This represented the completion of the second phase of affordable
homes at Bertha Park. The Group also commenced construction on the
first Mid-Market Rent housing to be offered at Bertha Park, which
is a form of affordable housing for those in work where housing
associations utilise grants to enable market rents to be
discounted.
A key milestone was achieved with the commencement of revenue
received for the delivery of Springfield's first PRS housing, in
partnership with Sigma Capital Group plc ("Sigma"), a high-quality
PRS provider specialising in suburban, family homes. At Bertha
Park, the Group will deliver 75 purpose-built homes for families to
rent privately, which, following handover, will be owned, let and
managed by Sigma. This is expected to increase the build out rate
for the Village and underscores Springfield's commitment to develop
mixed-tenure Villages that meet everyone's housing needs. During
the period, the Group began construction on the PRS homes.
Acquisition of Tulloch Homes
As announced on 1 December 2021, post period, the Group acquired
Thistle SPV2 Limited, the owner of Tulloch Homes, an
Inverness-based housebuilder focused on building high-quality
private housing in the Scottish Highlands, for a net consideration
of GBP56.4m.
Tulloch Homes is a profitable, cash generative and well-run
housebuilder with significant land ownership in the Scottish
Highlands, in and around Inverness. On acquisition, Tulloch Homes'
land bank consisted of 1,791 plots (87% with planning permission)
across 11 active and 22 future developments with a total GDV of
GBP375.4m. In relation to the composition of its land bank, 91% is
owned and paid for and 9% is contracted.
The acquisition expands the Group's land bank in an area of high
and growing demand where the Group has been strategically building
a presence over the last few years. In particular, it strengthens
the Group's private housing land bank while creating opportunities
for affordable housing.
The Group is gaining a strong, established management team and
expects the acquisition to reinforce the Group's supply chain
capabilities with access to labour and subcontractors in the local
area.
Accordingly, the acquisition of Tulloch Homes is expected to
accelerate growth and enhance earnings per share from the current
year and significantly enhance earnings in its first full year of
ownership, before consideration of potential synergies.
Financial Review
Revenue for the six months to 30 November 2021 was GBP87.3m (H1
2021: GBP94.4m), with the largest portion continuing to be
generated by private housing but with a significant increase in the
contribution from affordable housing in particular.
Revenue H1 2022 H1 2021
GBP'000 % GBP'000 %
-------- ----- -------- -----
Private housing 47,257 54.2 71,884 76.1
-------- ----- -------- -----
Affordable
housing 31,670 36.3 18,342 19.5
-------- ----- -------- -----
Contract housing 7,510 8.6 3,805 4.0
-------- ----- -------- -----
Other* 833 0.9 391 0.4
-------- ----- -------- -----
TOTAL 87,270 94,422
-------- ----- -------- -----
*Primarily land sales
The lower Group revenue compared with the same period of the
previous year was due to additional sales in H1 2021 from
completions rolled over due to COVID-19.
As noted above, the reduction in private housing revenue
primarily reflects the more normal seasonal phasing of completions
of private homes across the financial year, with H1 2021 including
additional sales completions that had been scheduled for the end of
2020. It also represents the timing of handovers, with handovers on
eight new private developments having started after the period end,
which will contribute significantly to full year revenue. The
strong growth in affordable housing reflects delivery of the
Group's substantial contracted order book, with the Group having
entered the year with its highest ever order book in affordable
housing. In addition, the Group received its first revenue in
contract housing from delivery under its PRS contract.
Gross profit was GBP16.1m (H1 2021: GBP18.5m) and gross margin
was 18.5% (H1 2021: 19.6%), reflecting the increased contribution
of affordable housing compared to private housing in the period. On
an underlying basis, to exclude the impact of regional and housing
mix, gross margins were maintained across the business, reflecting
the Group's effective management of inflationary cost pressures and
supported by house price increases.
Total administrative expenses were GBP9.5m (H1 2021: GBP9.3m).
When adjusted to exclude exceptional items relating to the cost of
furloughed employees (largely offset in the prior year by grant
income received under the UK Government's Coronavirus Job Retention
Scheme, with no grant income being claimed during the period) and
redundancy costs from a rationalisation of the business,
administrative expenses were GBP9.4m compared with GBP8.9m for H1
2021. The increase reflects the fact that the prior period includes
almost two months of limited operations due to the pandemic
lockdown (which was longer in Scotland than in England).
The Group made an operating profit of GBP6.7m (H1 2021: GBP9.3m)
and profit before tax was GBP6.2m (H1 2021: GBP8.6m), primarily
reflecting the lower revenue and gross margin.
Tax expense was GBP1.2m (H1 2021: GBP1.6m) resulting in profit
after tax of GBP5.0m (H1 2021: GBP6.9m). The Group is not subject
to the Residential Property Developers Tax ('cladding tax') as it
is currently below the GBP25m profit threshold.
Basic earnings per share were 4.93 pence (H1 2021: 7.07
pence).
Net debt at 30 November 2021 was GBP43.0m (31 May 2021:
GBP20.8m). This reflects the significant work-in-progress at the
end of the period for delivery in the second half of the 2022
financial year as well as the contribution to the year ended 31 May
2021 of the receipt of revenues from homes where the majority of
build costs had been incurred in the prior year.
During the period, the Group secured an extension to its
GBP64.5m revolving credit facility ("RCF") to January 2025 on
similar terms to the existing facility. Post period, the amount
available under the RCF was increased to GBP87.5m, with the margin
and basis of interest calculation remaining the same. The majority
of this increase (GBP21.4m) was used to fund a portion of the
initial cash consideration in relation to the acquisition of
Tulloch Homes.
The Group also established new loan facilities post period,
totalling GBP43.2m, for the purposes of providing bridging funding
for the acquisition of Tulloch Homes. These bridging finance
facilities were fully repaid by the end of January 2022 using the
net cash of Tulloch Homes on completion of the acquisition and the
proceeds of the Group's fundraising that, in December 2021, raised
approximately GBP22.0m (excluding expenses) through the placing of
15,714,286 new ordinary shares.
Customer Satisfaction
The Group maintained its strong focus on customer satisfaction
and is pleased to report that, in customer surveys received in this
financial year to date, 94% of customers reported that they would
recommend the Group to a friend and the Group has an excellent
current Net Promoter Score of 61.1. The Customer Feedback Group,
introduced at the end of last year to consider the qualitative
feedback received in customer surveys, is making good progress. An
early outcome of this has been the piloting of 'Spaciable', an
online portal and app that allows customers to access paperwork
relating to their home, after sales information and instructional
videos.
Quality management systems have continued to be a focus with the
Group promoting continuous improvement and driving up standards
across the brands. ISO9001 was recertified within the Springfield
brand following an in-period audit and plans are in place for this
quality accreditation to be rolled out across Group operations.
The Group welcomed the publication, in December 2021, of the New
Homes Quality Board Code of Practice ("NHQB Code"), which aims to
improve consumer protections covering important aspects of the new
home construction, inspection and sales process. The Group is
well-placed to meet the requirements of the NHQB Code and become a
registered developer with the New Homes Quality Board well ahead of
the December 2022 deadline.
Sustainability
Springfield has always had sustainability at its core and
already has an excellent reputation within the sector as a
progressive builder. With a commitment to formalising its approach
to sustainability to capture and report on activities in support of
this philosophy, Springfield will publish a dedicated strategy for
ESG later this calendar year.
Springfield is taking a comprehensive approach to developing its
ESG strategy to establish a framework to inform shareholders,
partners and its employees of its performance and progress. During
the period, a Group Quality, Environment and Sustainability Manager
was appointed and a specialist consultant was engaged to work with
the wider Board and senior management team. Work has begun to
establish a baseline of activities across its operations, which
will be used to set targets, outline route maps and identify key
partners to collaborate with along the journey. Described as a
materiality assessment, the Group is reviewing how each and every
operational activity can contribute to the United Nations
Sustainable Development Goals.
The Group is well established on the route map to net zero with
timber frame construction already being used in over 90% of homes
and vast experience gained across over 60 developments in
delivering air-source heating as an alternative to fossil fuels.
Springfield has had its own off-site timber frame factory for
several years. With housebuilding peers striving to increase the
number of homes they deliver off-site and from timber, this is a
key differentiator for the Group. With the exception of some
bespoke apartment blocks delivered for affordable housing partners,
the Group is committed to constructing all homes from timber. In
addition, the timber used is sourced responsibly and accredited by
the Forest Stewardship Council or the Programme for the Endorsement
of Forest Certification.
During the period, the first electric van was introduced for the
Group's timber kit factory, as part of the phasing in of a fully
electric fleet, and the Group began providing the option of zero
emission electric vehicles for staff. The Group has also increased
its support for communities with the appointment, post period, of a
full-time Community Engagement Co-ordinator. This resource will
facilitate stronger engagement during the planning process and
support the creation of new communities within the Group's larger
developments, in particular the Villages.
Markets
The Group continues to be supported by strong short- and
long-term market drivers across its private and affordable
housing.
Demand for housing in Scotland continues to outstrip supply,
which is supported by a competitive mortgage market with a good
range of products. As a result, house price inflation in Scotland
was 11.4% in the year to November 2021. For new build homes, the
increase in house prices is largely offsetting the industry-wide
increases in material costs.
A further key trend is the increasing desirability for the type
of housing Springfield offers. Customers are prioritising homes
that are more spacious, with gardens and greenspace and, as
particularly provided by the Group's Village developments, which
have local amenities within walking distance.
Key differences in the Scottish legal system continue to provide
strong visibility. In particular, the Scottish missive system
ensures that customers are contracted into the purchase much
earlier in the build programme. In addition, with all homes sold on
freehold, where the buyer becomes the sole owner of both the
building and the land on which it stands, the Group is not impacted
by the ground rents investigations seen elsewhere in the UK.
The Scottish Government remains committed to the delivery and
funding of affordable housing. Following re-election in May 2021,
the Scottish Government established a target to deliver 110,000
energy efficient affordable homes by 2032 with almost GBP3.5bn
earmarked for affordable housing funding through to March 2026.
Springfield's continued strong partnerships with local authorities
and housing associations mean that it is well-placed to deliver
homes to help achieve this target.
The Scottish Government has also set out an increase in
affordable housing investment benchmarks from October 2021 and
confirmed that the benchmarks will be adjusted to account for
inflation on an annual basis. Additional grant funding will now
also be available for quality measures, which includes
specifications that Springfield's affordable housing already offer
as standard, such as space for home working. The Group and its
partners expect to benefit from these changes going forward.
Dividend
The Board is pleased to declare an increased interim dividend of
1.5p per share (H1 2021: 1.3p) with an ex-dividend date of 10 March
2022, a record date of 11 March 2022 and a payment date of 31 March
2022.
Outlook
Springfield entered the second half of the financial year with
substantial work-in-progress for delivery in H2 and with excellent
visibility over full year revenue forecasts based on homes
delivered, contracted (missived and affordable contracts) and
reserved. The Group also entered the second half with a record
total order book. The Group's position was further enhanced with
the acquisition of Tulloch Homes - strengthening the Group's
foothold in an area of strategic importance and further
accelerating growth. Accordingly, the Group is on track to deliver
its highest ever annual revenue.
In particular, the Group continues to expect a significantly
increased contribution to revenue from affordable housing, which is
on track for a record year. In private housing, the Group
anticipates delivering strong growth, reflecting the same level of
private housing sales year-on-year (despite the beneficial
contribution to FY 2021 from the large number of homes that were
rolled over due to the pandemic) on an underlying basis and
bolstered by the contribution from Tulloch Homes. Revenue from
contract housing is also expected to increase, supported by the
generation of revenue from PRS housing this year.
The Group is experiencing excellent demand across the business,
which is supported by strong market drivers in private and
affordable housing. There remains an undersupply of housing in
Scotland and the desirability of the type of housing Springfield
offers has increased. There is good mortgage availability and the
Scottish Government has restated its commitment to investing in the
delivery of more affordable homes.
The Group is well-positioned to manage the moderate inflationary
cost pressures that are being experienced across the industry
thanks to its robust supply chain, with a high proportion of
materials being procured directly. The Group also continues to
expect house price inflation to absorb any increased build costs
this year.
As a result, the Board remains confident of delivering growth
for the full year in line with market expectations.
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE HALF YEARED 30 NOVEMBER 2021
Unaudited Unaudited Audited
Period to Period to Year to
30 November 30 November 31 May
2021 2020 2021
Notes GBP000 GBP000 GBP000
Revenue 4 87,270 94,422 216,692
Cost of sales (71,151) (75,917) (177,895)
-------------
Gross profit 4 16,119 18,505 38,797
Administrative expenses
before exceptional items (9,386) (8,864) (19,422)
Exceptional items 5 (163) (472) (622)
------------- ------------- --------------
Total administrative expenses (9,549) (9,336) (20,044)
Other operating income 88 135 375
------------- ------------- --------------
Operating profit 6,658 9,304 19,128
Finance income 66 148 367
Finance costs (512) (894) (1,607)
------------- ------------- --------------
Profit before taxation 6,212 8,558 17,888
Taxation 6 (1,170) (1,640) (4,178)
------------- ------------- --------------
Profit for the period and
total comprehensive income 4 5,042 6,918 13,710
============= ============= ==============
Profit for the period and
total comprehensive income
is attributable to:
* Owners of the parent company 5,042 6,918 13,710
5,042 6,918 13,710
============= ============= ================
Earnings per share (pence
per share)
Basic earnings per share 7 4.93p 7.07p 13.79p
Diluted earnings per share 7 4.84p 6.96p 13.55p
The Group has no items of other comprehensive income.
The accompanying notes form an integral part of these financial
statements.
CONSOLIDATED BALANCE SHEET - AS AT 30 NOVEMBER 2021
Unaudited Unaudited Audited
30 November 30 November 31 May
2021 2020 2021
As restated
Non-current assets Notes GBP000 GBP000 GBP000
Property, plant and equipment 4,935 5,436 4,539
Intangible assets 1,649 1,655 1,649
Deferred taxation 524 198 539
Accounts receivable 5,324 563 5,411
------------- ------------- --------
12,432 7,852 12,138
------------- ------------- --------
Current assets
Inventories 185,809 155,066 156,774
Trade and other receivables 22,742 17,586 23,683
Corporation tax 191 - -
Cash and cash equivalents 70,887 1,748 15,826
------------- ------------- --------
279,629 174,400 196,283
------------- ------------- --------
Total assets 292,061 182,252 208,421
Current liabilities
Trade and other payables 57,996 34,622 51,646
Deferred consideration 10 - 2,167 -
Short term bank borrowings 43,200 18,000 34,000
Short-term obligations under
lease liabilities 902 941 760
Corporation tax - 494 901
------------- ------------- --------
102,098 56,224 87,307
------------- ------------- --------
Non-current liabilities
Long-term bank borrowings 67,422 16,000 -
Long-term obligations under
lease liabilities 2,322 2,046 1,854
Contingent consideration 11 3,900 3,848 3,900
Deferred taxation 2,861 2,419 2,920
Provisions 12 961 522 1,210
------------- ------------- --------
77,466 24,835 9,884
------------- ------------- --------
Total liabilities 179,564 81,059 97,191
Net assets 112,497 101,193 111,230
============= ============= ========
Equity
Share capital 9 128 122 128
Share premium 9 57,262 52,382 56,761
Retained earnings 55,107 48,689 54,341
------------- ------------- --------
Equity attributable to owners
of the parent company 112,497 101,193 111,230
============= ============= ========
At 30 November 2021, the directors reviewed the liabilities
included in the provisions line in the prior half year and have
concluded, in line with accounting standards, that contingent
consideration should be presented separately. The prior half year
was restated to reflect that. These presentation changes have no
impact on net assets.
The accompanying notes form an integral part of these financial
statements.
CONSOLIDATED Statement of Changes in Equity
FOR THE PERIODED 30 NOVEMBER 2021
Share Share Retained
Capital Premium earnings Total
Notes GBP000 GBP000 GBP000 GBP000
1 June 2020 122 52,330 43,412 95,864
Share issue - 52 - 52
Total comprehensive
income for the
period - - 6,918 6,918
Dividends 8 - - (1,958) (1,958)
Share based payments - - 317 317
--------- ------------- -------------- ------------
30 November 2020 122 52,382 48,689 101,193
Share issue 6 4,379 - 4,385
Total comprehensive
income for the
period - - 6,792 6,792
Dividends - - (1,316) (1,316)
Share based payments - - 176 176
--------- ------------- -------------- ------------
31 May 2021 128 56,761 54,341 111,230
Share issue 9 - 501 - 501
Total comprehensive
income for the period - - 5,042 5,042
Dividends 8 - - (4,558) (4,558)
Share based payments - - 282 282
--------- ------------- -------------- ------------
30 November 2021 128 57,262 55,107 112,497
========= ============= ============== ============
The share capital accounts record the nominal value of shares
issued.
The share premium account records the amount above the nominal
value for shares issued, less share issue costs.
Retained earnings represents accumulated profits less losses and
distributions. Retained earnings also includes share based
payments.
The accompanying notes form an integral part of these financial
statements.
CONSOLIDATED Statement of Cash Flows
PERIOD to 30 NOVEMBER 2021
Unaudited Unaudited Audited
Period Period Year to
to 30 November to 30 November 31 May
2021 2020 2021
Cash flows generated from operations GBP000 GBP000 GBP000
Profit for the period 5,042 6,918 13,710
Adjusted for:
Exceptional items 163 472 622
Taxation charged 1,170 1,640 4,178
Finance costs 512 894 1,607
Finance income (66) (148) (367)
---------------- ---------------- ---------
Adjusted operating profit before
working capital movement 6,821 9,776 19,750
Exceptional items - cash movements (163) (472) (541)
Gain on disposal of tangible fixed
assets (72) (39) (148)
Share based payments 282 317 493
Non-cash movement - 150 -
Amortisation of intangible fixed
assets - 56 61
Depreciation of tangible fixed
assets 826 1,138 2,175
----------------
Operating cash flows before movements
in working capital 7,694 10,926 21,790
(Increase)/decrease in inventory (29,035) 19,438 17,498
Increase in trade and other receivables (3,487) (4,125) (14,321)
Increase in trade and other payables 6,142 12,326 32,037
---------------- ---------------- ---------
Net cash (used in)/generated from
operations (18,686) 38,565 57,004
Taxation paid (2,305) (2,272) (4,227)
---------------- ----------------
Net cash (outflow)/inflow from
operating activities (20,991) 36,293 52,777
---------------- ---------------- ---------
Investing activities
Purchase of property, plant and
equipment (170) (49) (206)
Proceeds on disposal of property,
plant and equipment 124 87 218
Acquisition of subsidiary, net
of cash acquired - 304 304
Interest received 4 8 13
----------------
Net cash (used in)/from investing
activities (42) 350 329
---------------- ---------------- ---------
Financing activities
Proceeds from issue of shares 501 52 2,249
Proceeds from bank loans 76,622 - -
Repayment of bank loans - (35,000) (35,000)
Payment of lease liabilities (545) (753) (1,480)
Dividends paid - - (3,274)
Interest paid (484) (716) (1,297)
----------------
Net cash inflow/(outflow) from
financing activities 76,094 (36,417) (38,802)
---------------- ---------------- ---------
Net increase in cash and cash equivalents 55,061 226 14,304
Cash and cash equivalents at beginning
of period 15,826 1,522 1,522
---------------- ---------------- ---------
Cash and cash equivalents at end
of period 70,887 1,748 15,826
================ ================ =========
The accompanying notes form an integral part of these financial
statements.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIODED 30 NOVEMBER 2021
1. Organisation and trading activities
Springfield Properties PLC ("the Group") is incorporated and
domiciled in Scotland as a public limited company and operates from
its registered office in Alexander Fleming House, 8 Southfield
Drive, Elgin, IV30 6GR.
The consolidated interim financial statements for the Group for
the six month period ended 30 November 2021 comprises the Company
and its subsidiaries. The basis of preparation of the consolidated
interim financial statements is set out in note 2 below.
The Group consists of Springfield Properties PLC and its
subsidiaries Glassgreen Hire Limited, DHomes 2014 Holdings Limited,
Walker Holdings (Scotland) Limited and SP Sub 2018 Limited.
The Group also indirectly includes Dawn Homes Limited, DHPL
Limited and DHHG 1 Limited who are subsidiaries of DHomes 2014
Limited.
The Group also indirectly includes Walker Group (Scotland)
Limited, Walker Residential (Scotland) Limited, Walker Contracts
(Scotland) Limited and Craig Developments Limited who are
subsidiaries of Walker Holdings (Scotland) Limited.
The financial information for six month period ended 30 November
2021 is unaudited. It does not constitute statutory financial
statements within the meaning of Section 434 of the Companies Act
2006. The consolidated interim financial statements should be read
in conjunction with the financial information for the year ended 31
May 2021, which has been prepared in accordance with International
Accounting Standards in conformity with the requirements of the
Companies Act 2006. The statutory accounts for year ended 31 May
2021 have been delivered to the Registrar of Companies. The
auditors' report on those accounts was unqualified, did not draw
attention to any matters by way of emphasis, and did not contain a
statement under 498(2) or 498(3) of the Companies Act 2006.
2. Basis of preparation
The interim financial statements have been prepared in
accordance with IAS 34 - Interim Financial Reporting and in
accordance with UK adopted international accounting standards.
The interim financial statements have been prepared on a going
concern basis and under the historical cost convention, except for
contingent consideration.
The Directors have considered the principal risks and
uncertainties the Group faces and other factors impacting the
Group's future performance such as the COVID-19 pandemic. The
actions taken in the period give the Directors comfort that the
Group has adequate resources to continue in operational existence
for the foreseeable future.
The interim financial statements have been presented in pounds
and all values are rounded to the nearest thousand (GBP'000),
except when otherwise indicated.
The preparation of financial information requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period. These are also disclosed in the May 2021 year end accounts
and there have not been any changes. Although these estimates are
based on management's best knowledge of the amounts, events or
actions, actual events may ultimately differ from those
estimates.
The interim financial statements do not include all financial
risk information and disclosures required in the annual financial
statements and they should be read in conjunction with the
financial information that is presented in the Group's audited
financial statements for the year ended 31 May 2021. There has been
no significant change in any risk management polices since the date
of the last audited financial statements.
3. Accounting Policies
The accounting policies used in preparing these interim
financial statements are the same as those set out and used in
preparing the Group's audited financial statements for the year
ended 31 May 2021.
The IASB and IFRIC have issued the following standards and
interpretations, which are considered relevant to the Group.
-- IAS 1 Presentation of Financial Statements and IAS 8
Accounting Policies, Changes in Accounting Estimates and Errors
(Amendment - Disclosure Initiative - Definition of Material)
-- IFRS 3 Business Combinations (Amendment - Definition of Business)
-- Conceptual Framework for Financial Reporting (Revised)
-- IBOR Reform and its Effects on Financial Reporting - Phase 1
The above standards and interpretations will be adopted in
accordance with their effective dates. The Directors continue to
review the requirements of the standards and interpretations listed
above, however they are not expected to have a material impact on
the Group's financial statements in the period of initial
application.
Prior period restatement
The directors have reviewed the liabilities included in the
provisions line in the prior half year and have concluded, in line
with accounting standards, contingent consideration should be
presented separately. The prior half year have been restated to
reflect that. These presentation changes have no impact on net
assets.
Principal risks and uncertainties
As with any business, Springfield Properties PLC faces a number
of risks and uncertainties in the course of its day to day
operations.
The principal risks and uncertainties facing the Group are
outlined within our latest annual financial statements for the year
ended 31 May 2021. We have reviewed these risks and uncertainties
which remain relevant for both the 6 months to 30 November 2021 and
the full financial year to 31 May 2022. We continue to manage and
mitigate these where relevant.
Exceptional items
Exceptional items are those material items which, by virtue of
their size or incidence, are presented separately in the
consolidated profit and loss account to enable a full understanding
of the Group's financial performance.
Transactions that may give rise to exceptional items include
transactions relating to acquisitions, costs relating to changes in
share capital structure and restructuring costs.
With respect to the impact of COVID-19, the furlough grant
income received from the government has been separately disclosed
within the consolidated profit and loss account as exceptional, due
to its incremental nature. The direct furlough payroll costs are
considered abnormal costs in the current period and consistent with
previous periods, any direct payroll costs reflecting employee down
time (abnormal production) is expensed to the profit and loss
account.
Redundancy costs relate to a review of our business to identify
areas for greater efficiency and rationalisation including
consolidating our Livingston operations at our office in
Larbert.
4. Segmental Analysis
A segment is a distinguishable component of the Group's
activities from which it may earn revenues and incur expenses,
whose operating results are regularly reviewed by the Group's chief
operational decision makers to make decisions about the allocation
of resources and assessment of performance and about which discrete
financial information is available.
In identifying its operating segments, management generally
follows the Group's service line which represent the main products
and services provided by the Group. The Directors believe that the
Group operates in one segment:
-- Housing building activity
As the Group operates solely in the United Kingdom segment
reporting by geographical region is not required.
Unaudited Unaudited
Period to Period to Audited
30 November 30 November Year to 31
2021 2020 May 2021
Revenue GBP000 GBP000 GBP000
Private residential properties 47,257 71,884 138,646
Affordable housing 31,670 18,342 52,940
Contracting 7,510 3,807 8,692
Other 833 389 16,414
------------- ------------- ------------
Total Revenue 87,270 94,422 216,692
============= ============= ============
Gross Profit 16,119 18,505 38,797
Administrative expenses (9,386) (8,864) (19,422)
Exceptional items (163) (472) (622)
Other operating Income 88 135 375
Finance income 66 148 367
Finance expense (512) (894) (1,607)
Profit before tax 6,212 8,558 17,888
Taxation (1,170) (1,640) (4,178)
------------- ------------- ------------
Profit for the period 5,042 6,918 13,710
============= ============= ============
5. Exceptional items
Unaudited Unaudited
Period to Period to Audited
30 November 30 November Year to 31
2021 2020 May 2021
GBP000 GBP000 GBP000
Government grant income
(1) - 1,803 2,085
Wage cost for furloughed
employees (1) (22) (1,959) (2,318)
------------- ------------- ------------
(22) (156) (233)
Redundancy costs (2) (141) (316) (389)
Exceptional items (163) (472) (622)
============= ============= ============
(1) The GBP22k (p/e 30 November 2020: GBP1,959k; y/e 31 May
2021: GBP2,318k) is the Company cost of all employees who were on
furlough during the period to 30 November 2021. The GBPnil (p/e 30
November 2020: GBP1,803k; y/e 31 May 2021: GBP2,085) is the
furlough grant income received from the UK government in relation
to the furloughed employees for the period to 30 November 2021.
(2) Redundancy costs relate to a review of our business to
identify areas for greater efficiency and rationalisation including
consolidating our Livingston operations at our office in
Larbert.
6. Taxation
The results for the six month to 30 November 2021 include a tax
charge of 18.8% of profit before tax (30 November 2020: 19.2%; 31
May 2021: 23.4%), representing the best estimate of the average
annual effective tax rate expected for the full year, applied to
the pre-tax income of the six month period.
7. Earnings per share
The calculation of the basic (and diluted) earnings per share is
based on the following data:
Unaudited Unaudited Audited
Period to Period to Year to
30 November 30 November 31 May 2021
2021 2020
Earnings GBP000 GBP000 GBP000
Profit for the year attributable
to owners of the Company 5,042 6,918 13,710
Adjusted for the impact
of exceptional costs in
the year 163 472 622
------------- ------------- -------------
Normalised earnings 5,205 7,390 14,332
============= ============= =============
Unaudited Unaudited Audited
Period to Period to Year to
30 November 30 November 31 May
Number of Shares 2021 2020 2021
Weighted average number of
ordinary shares for the purpose
of basic earnings per share 102,306,694 97,885,334 99,436,929
Effect of dilutive potential
ordinary shares: share options 1,929,619 1,442,779 1,767,609
------------- ------------- ------------
Weighted average number of
ordinary shares for the purpose
of diluted earnings per share 104,236,313 99,328,113 101,204,538
============= ============= ============
Unaudited Unaudited Audited
Period to Period to Year to
30 November 30 November 31 May
2021 2020 2021
Pence Pence Pence
Earnings per ordinary share
(pence per share)
Basic earnings per share 4.93 7.07 13.79
Diluted earnings per share 4.84 6.96 13.55
Adjusted per ordinary share
(pence per share)
Basic earnings per share 5.09 7.55 14.41
Diluted earnings per share 4.99 7.44 14.16
8. Dividends
Unaudited Unaudited Audited
Period to Period to Year to
30 November 30 November 31 May 2021
2021 2020
GBP000 GBP000 GBP000
Final dividend - y/e 31
May 2020 - 1,958 1,958
Interim dividend - y/e
31 May 2021 - - 1,316
Final dividend - y/e 31 4,558 - -
May 2021
------------- ------------- -------------
4,558 1,958 3,274
============= ============= =============
The final dividend declared for the year ended 31 May 2021 is
4.5p per share amounting to GBP4,557,827. This dividend was
declared before 30 November 2021 and is included within liabilities
at 30 November 2021. The dividend was paid on 9 December 2021.
The interim dividend declared for the year ended 31 May 2022 is
1.5p per share amounting to GBP1,774,983.
The interim dividend for the year ended 31 May 2022 was declared
after 30 November 2021 and as such the liability (based on
118,332,225 ordinary shares in issue as at 17 February 2022) of
GBP1,774,983 has not been recognised at this date.
9. Share Capital
The company has one class of ordinary share which carry full
voting rights but no right to fixed income or repayment of capital.
Distributions are at the discretion of the company.
The share capital account records the nominal value of shares
issued. The share premium account records the amount above the
nominal value received for shares sold, less transaction costs.
Ordinary shares of GBP1 - Share Premium
a llotted, called up and fully Number of Share capital GBP000
paid shares GBP000
At 1 December 2020 97,922,282 122 52,382
Share issue 4,155,244 6 4,379
At 31 May 2021 102,077,526 128 56,761
Share issue 487,790 - 501
At 30 November 2021 102,565,316 128 57,262
============ ============== ==============
10. Deferred Consideration
As part of the purchase agreement of Walker Holdings (Scotland)
Limited, there was a further GBP4,375,000 of Deferred consideration
payable. This can be broken down into: (i) GBP2,187,500 payable on
the first anniversary of the acquisition date (31 January 2020);
(ii) GBP2,187,500 payable on the second anniversary of the
acquisition date (31 January 2021), The outstanding discounted
amount payable at the period end is GBPnil (30 November 2020:
GBP2,167,447; 31 May 2021: GBPnil).
Unaudited Unaudited Audited
Period to Period to Year to
30 November 30 November 31 May 2021
2021 2020
GBP000 GBP000 GBP000
Deferred consideration - 2,167 -
< 1 year
- 2,167 -
============= ============= =============
11. Contingent consideration and contingent liabilities
As part of the purchase agreement of Walker Holdings (Scotland)
Limited, there was a further GBP6,000,000 payable which was
included within Provisions. GBP4,000,000 was payable when outline
planning was granted at Carlaverock and GBP2,000,000 payable when
detailed planning is granted at Carlaverock with probability was
assessed at 98% and 95% respectively. This has been discounted at a
market value of interest. GBP4,000,000 was paid in December 2019.
The outstanding discounted amount payable at the period end is
GBP1,900,000 (30 November 2020: GBP1,848,243; 31 May 2021:
GBP1,900,000).
The remaining GBP100,000 (5% on the GBP2,000,000 still to be
paid) has been treated as a contingent liability due to the
uncertainty over the future payment.
As part of the purchase agreement of DHomes 2014 Limited there
is a further GBP2,500,000 payable for an area of land if (i) we
make a planning application when we reasonably believe the council
will recommend approval; or (ii) it is zoned by the council . The
directors have assessed the likelihood of the land being zoned and
have included provision of GBP2,000,000 based on 80% probability.
The outstanding amount payable at the period end included within
Provisions is GBP2,000,000 (30 November 2020: GBP2,000,000; 31 May
2021: GBP2,000,000).
The remaining GBP500,000 has been treated as a contingent
liability due to the uncertainty over the future payment.
Contingent consideration Unaudited Unaudited Audited
Period to Period to Year to
30 November 30 November 31 May
2021 2020 2021
GBP000 GBP000 GBP000
Walker (Scotland) Limited 1,900 1,848 1,900
DHomes 2014 Limited 2,000 2,000 2,000
------------- ------------- ---------
3,900 3,848 3,900
============= ============= =========
Contingent liabilities Unaudited Unaudited Audited
Period to Period to Year to
30 November 30 November 31 May
2021 2020 2021
GBP000 GBP000 GBP000
Walker (Scotland) Limited 100 100 100
DHomes 2014 Limited 500 500 500
------------- ------------- ---------
600 600 600
============= ============= =========
12. Provision
Dilapidation provisions are included for all rented buildings
within the Group. An onerous lease provision has been created due
to the closure of the Walker office in Livingston. Maintenance
provisions relate to costs to come on developments where the final
homes have been handed over.
Unaudited Unaudited Audited
Period to Period to Year to
30 November 30 November 31 May
2021 2020 2021
GBP000 GBP000 GBP000
Dilapidation provision 190 55 185
Onerous lease provision 100 - 200
Maintenance provision 671 467 825
------------- ------------- ---------
961 522 1,210
============= ============= =========
13. Transactions with related parties
Other related parties include transactions with a retirement
scheme in which the directors are beneficiaries, and close family
members of key management personnel. During the period dividends
totalling GBP1,933k (p/e November 2020: GBP892k; y/e May 2021:
GBP1,415k) were paid to key management personnel.
During the period the Group entered into the following
transactions with related parties:
Unaudited Unaudited Audited
Period to Period to Year
30 November 30 November to 31
Sale of goods 2021 2020 May 2021
GBP000 GBP000 GBP000
Bertha Park Limited (1) 7,726 3,959 8,989
Other entities which key management
personnel have control, significant
influence or hold a material
interest in 39 50 118
Key management personnel 10 19 44
Other related parties 2 15 121
------------- ------------- ----------
7,777 4,043 9,272
============= ============= ==========
Sales to related parties represent those undertaken in the
ordinary course of business.
Unaudited Unaudited Audited
Period to Period to Year
30 November 30 November to 31
Purchase of goods 2021 2020 May 2021
GBP000 GBP000 GBP000
Bertha Park Limited (1) 350 - -
Entities which key management
personnel have control, significant
influence or hold a material
interest in 196 8 33
Key management personnel - - -
Other related parties 42 109 313
------------- ------------- ----------
588 117 346
============= ============= ==========
Unaudited Unaudited
Period to Period Audited
30 November to 30 November Year to
2021 2020 31 May
2021
Rent paid to GBP000 GBP000 GBP000
Entities which key management
personnel have control, significant
influence or hold a material
interest in 80 86 176
Key management personnel 5 - 11
Other related parties 14 63 128
------------- ---------------- ----------
99 149 315
============= ================ ==========
13. Transactions with related parties (continued)
Unaudited Unaudited
Period to Period Audited
30 November to 30 November Year to
2021 2020 31 May
2021
Interest received from GBP000 GBP000 GBP000
Bertha Park Limited (1) 63 141 355
63 141 335
============= ================ ==========
The following amounts were outstanding at the reporting end
date:
Unaudited Unaudited
Period to Period Audited
30 November to 30 November Year to
2021 2020 31 May
2021
Amounts receivable GBP000 GBP000 GBP000
Bertha Park Limited (1) 6,566 6,856 6,772
Entities which key management
personnel have control, significant
influence or hold a material
interest in 56 19 3
Key management personnel 3 1 3
Other related parties - 5 3
------------- ---------------- ----------
6,625 6,881 6,781
============= ================ ==========
Unaudited Unaudited
Period to Period to Audited
30 November 30 November Year to
2021 2020 31 May
2021
Amounts payable GBP000 GBP000 GBP000
Entities which key management
personnel have control, significant
influence or hold a material
interest in 44 32 8
Key management personnel - - -
Other related parties - 48 58
------------- ------------- ----------
44 80 66
============= ============= ==========
Amounts owed to/from related parties are included within
creditors and debtors respectively at the year-end. No security has
been provided on any balances.
Transactions between the company and its subsidiary, which is a
related party, have been eliminated on consolidation and are not
disclosed in this note.
(1) Bertha Park Limited, a company in which Sandy Adam and Innes
Smith are shareholders and directors.
14. Analysis of net debt
Unaudited Unaudited Audited
Period to Period to Year to
30 November 30 November 31 May
2021 2020 2021
GBP000 GBP000 GBP000
Cash in hand and bank 70,887 1,748 15,826
Bank borrowings (110,622) (34,000) (34,000)
------------- ------------- ---------
Net bank debt (39,735) (32,252) (18,174)
Lease liability (3,224) (2,987) (2,613)
------------- ------------- ---------
Net debt (42,959) (35,239) (20,787)
============= ============= =========
Reconciliation of net cashflow to movement in net debt is as
follows:
At 1 December At 30 November
2020 New Leases Cashflow Fair Value 2021
GBP000 GBP000 GBP000 GBP000 GBP000
Cash in hand and
bank 1,748 - 69,139 - 70,887
Bank borrowings (34,000) - (76,622) - (110,622)
Lease (2,987) (1,407) 1,315 (145) (3,224)
-------------- ------------- ----------- ------------- ---------------
Net Debt (35,239) (1,407) (6,168) (145) (42,959)
============== ============= =========== ============= ===============
The majority of the large cash balance above relates to the
GBP64.6m of bank funding draw down on 30 November 2021 in order to
fund the acquisition of Thistle SPV2 Limited on 1 December
2021.
15. Post balance sheet events
On 1 December 2021, the Group purchased 100% of the share
capital of Thistle SPV2 Limited, the owner of Tulloch Homes, an
Inverness-based housebuilder focused on building high-quality
private housing in the Scottish Highlands, for a net consideration
of GBP56.4m, being gross consideration of GBP77.6m less expected
net cash in the Tulloch Homes business, on completion, of not less
than GBP21.2m. The GBP56.4m is comprised of initial cash
consideration of GBP43.4m and deferred cash consideration of
GBP13.0m. The projected net asset value acquired is approximately
GBP53.4m.
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END
IR FFFIFFSILFIF
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