DJ One Heritage Group plc: Full year results for the year ending 30 June 2021
One Heritage Group plc (OHG) One Heritage Group plc: Full year results for the year ending 30 June 2021 20-Oct-2021 / 07:00 GMT/BST Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.
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20 October 2021
ONE HERITAGE GROUP PLC
(the "Company" or "One Heritage")
Full year results for the year ending 30 June 2021
One Heritage Group PLC (LSE: OHG), the UK-based residential developer focused on the North West of England is pleased to announce its audited results for the year ended 30 June 2021.
Financial highlights - The Group raised a gross amount of GBP1.5 million via the Initial Public Offering ("IPO") in December 2020and a subsequent placing and subscription in February 2021 raised GBP548,500. - Generated revenue of GBP0.5 million from a combination of development management and Co-living. The formerincludes fees from two of its three development management agreements. - Acquired two additional sites, being Bank Street, Sheffield and St Petersgate, Stockport, for GBP1.6million. - Commenced development of Bank Street, Sheffield along with Oscar House, Manchester and Lincoln House,Bolton, investing GBP1.7m, in addition to site costs, prior to the year end. - Signed two construction finance agreements for a gross amount of GBP5.5 million, to be drawn down over theperiod of development for the Bank Street, Sheffield and Oscar House, Manchester projects. The maximum term forboth loans is 18 months. - Increased the size of its Group loan facility with its major shareholder, One Heritage PropertyDevelopment Limited, from GBP5.0 million to GBP7.5 million.
Operating highlights - The Group successfully listed on the Standard List of the London Stock Exchange on 23 December 2020. - Started construction on three developments set to complete in the 2022 financial year, with two remainingdevelopments expected to complete in Q3 2022. These combined comprise a total Gross Development Value (GDV) ofGBP26.3m. - Secured pre-sales or reservations on 63 out of the 171 existing development properties, including 100% ofthe Oscar House development after securing an agreement over all the units. - Started the process of building a property services division, which accelerated post year-end with theliquidation of two subsidiaries of our associate business, One Heritage Complete.
Outlook - The Group is expecting to complete on three of its five developments in the financial year and has apipeline of new developments into which to reinvest the proceeds. - The latest development management agreement, on the North Church House, Sheffield development, was signedin June 2021 and the Group is targeting more in the financial year. - Co-living property services are expected to expand in the coming period as the Group internalises moreservices that were previously undertaken by our associate, One Heritage Complete Limited, and as it prepares forthe completion of its developments. - Whilst the UK Construction Industry is currently experiencing certain supply chain related challenges,the Group is not aware of any specific circumstances that would delay its project completions.
Jason Upton, Chief Executive Officer said:
"I am exceptionally proud of our employees and the substantial progress we have made. This is the first annual report released by the Group as a listed business and it gives a comprehensive view of the performance of the business and our strategy going forward. As we move into the new financial year, we have set out five strategic priorities that will drive how we build our business. The environment is challenging but the Group continues to mitigate against this through the agility, flexibility and innovation of its employees and through its relationships with other stakeholders."
Chief Executive's statement
We are pleased to report excellent progress with our strategy over the last 12 months despite the challenges caused by the global pandemic, lockdown restrictions and industry cost pressures. In adapting well to these challenges, the Group demonstrated our resilience and agility and this has provided us with a strong foundation which bodes well for the future. Importantly, we have continued to expand during this period, adding more developments and a number of exceptional colleagues as we seek to generate strong returns for our shareholders.
The Group's headline results reflect our infancy as a business with our first development not due to finish until early 2022. The Group's financial position remains robust with a reported NAV per share of 8.4p, cash and cash equivalents of GBP0.7 million and GBP5.75 million of remaining facility with our major shareholder. With good progress being made with these projects, and other foundations we have put in place, we are poised for strong growth over the forthcoming period. We have also taken steps to build and secure our other core sources of income by adding further Development Management projects and by commencing the restructuring of our ancillary property management services as we leverage our team's expertise and experience.
Our property management and lettings services are currently outsourced to One Heritage Complete, of which the Group owns 47%. This company has experienced difficulties over the period in connection with two of its subsidiaries (which provide refurbishment, design, fit-out and furnishing services) to the extent that both these subsidiaries have filed for voluntary liquidation. Following a strategic review by the Group, we have decided to bring these same services in-house and to terminate our relationship with One Heritage Complete in an orderly manner and impair our stake in the entity to zero. Otherwise, there is no financial impact to the Group.
At the start of the period under review, I set out below a number of key strategic priorities for the Group which I touched on in our interim results earlier this year. These objectives and the progress against each are set out below. 1. SUCCESSFULLY DELIVER OUR DEVELOPMENT PROJECTS
I am delighted to report significant progress on our development projects, having announced earlier this year the execution of three building contracts and the raising of GBP5.5m of new development finance. This means that we have formally commenced the programme of works for our Bank Street Sheffield, Oscar House Manchester and Lincoln House Bolton developments to create 138 apartments. All are expected to complete construction and sale during the new financial year to June 2022.
In the background, our team have continued to refine the design of our developments and have increased the number of apartments across our developments from 169 to 171. Improvements to design and additional units has have increased the aggregate GDV by GBP2.4 million.
To date, we have successfully achieved planning permission for three of our development projects, namely Bank Street, Oscar House and Lincoln House. We are currently awaiting the outcome of a modified planning application for Bank Street, where we are seeking to add one further apartment and additional design changes for greater efficiency. Planning applications have also been submitted for St Petersgate, Stockport and Churchgate, Leicester. We expect these applications to be determined later this calendar year.
The most significant challenge we are facing currently, itself an industry-wide challenge and well documented in the media, is the mounting cost pressure in respect of building materials. This has been caused by the production of these materials being severely affected by economic lockdowns around the world in response to the global pandemic. As economies have opened up, production has struggled to keep up with a surge in demand. From our perspective, this has been offset to some extent, by the continued up-tick in property prices and the fact that our three development projects that have already commenced have fixed price contracts, with the remaining two being tendered on a fixed price basis before any works are commenced.
Below is a current summary of our existing development projects:
Project Location Residential units Commercial units GDV (GBPm) Expected Completion Reservations
Lincoln House Bolton 88 0 9.4 Q1 2022 22 (25%)
Churchgate Leicester 15 1 3.6 Q3 2022 Not started
Oscar House (Chester Road) Manchester 27 0 6.3 Q1 2022 27 (100%)
Bank Street Sheffield 23 0 3.8 Q1 2022 14 (60%)
St Petersgate (Plus House) Stockport 18 1 3.2 Q3 2022 Not started
171 2 26.3
In addition to the Group-owned developments listed above, we have also made good progress with the developments where we are acting as Development Manager. At present we are managing three projects; a 55 storey tower in Manchester (at RIBA stage 4 design); a conversion of a former Court House in Oldham being forward funded by a housing association to create 42 affordable homes, and a development in Queen Street Sheffield to create 58 apartments. 2. Secure sales for our properties under construction
In conjunction with the start on site at three developments, we have also commenced our sales programme. Although none of the developments is scheduled for completion until the first quarter of 2022, we are seeing very strong pre-sale interest and we are pleased to have secured 63 property reservations as at 30 September 2021 which equates to 48.8% of apartments available for sale and totals GBP11.3 million in terms of GDV .
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As reported at the time of our interim results, we only commence marketing developments once we have finalised design, entered into build contracts and commenced work, thereby reducing the risk of changes impacting sold apartments and also providing us some flexibility to revise designs if needed. This approach is a pivotal element of our marketing strategy where reputation and credibility are paramount, particularly for international purchasers. The success of this approach has been demonstrated by the strength of initial pre-sales, and gives us confidence that we will achieve our sales targets as developments near completion.
We have also seen further growth in our overseas sales and marketing network and have partnered with new agents to broaden our scope, militate against any future oversupply and allow us to reach new markets. The wider One Heritage business in Hong Kong (our major shareholder) which operates from nine offices in Hong Kong, mainland China and Singapore continues to oversee the majority of our sales including into new markets such as the Middle East. This, together with building a good track record and adopting strong governance and controls consistent with those expected of a UK PLC, we believe provides us with a significant competitive advantage in capitalising on continued strong overseas demand for UK residential property. 3. Continue to build our existing letting and property management businesses through our focus on Co-livingand newly completed developments
As mentioned previously, the incumbent provider of our property management and lettings services, One Heritage Complete, in which the Group owns a 47% stake, has encountered difficulties in two of its five subsidiaries, namely One Heritage Maintenance and One Heritage Design. Post year end, we have undertaken a strategic review of the services offered by One Heritage Complete and have decided to bring these services in-house in the interests of quality control and financial oversight.
The refurbishment of Co-Living properties on behalf of investors had been mostly provided by One Heritage Maintenance, with the design and furnishing by One Heritage Design. Both these companies became insolvent in September and are being liquidated. The services provided by these companies will now be offered through our network of contractors, managed in-house.
Similarly, changes to lettings have been made which have moved the operational function to our Manchester head office, incorporating a new CRM system and new processes which allow us to better communicate with our investors and landlords. We will continue to utilise locally based agents, who understand their market best, to provide an effective let-only function. This separation of responsibilities will allow us to provide a first-class service to both landlords and tenants, with our Manchester office focusing on landlords and our local letting agents focusing on tenants. 4. Recruit exceptional talent as we identify new opportunities in the market and take on new projects
Following the announcement in our interim results of the key appointments of Mr Luke Piggin as Finance Director and Mr Martin Crews as Development Director, we have been able to further strengthen our platform to grow the business. We have added four colleagues to our development team, two to our finance team and a further seven to back office support functions.
As part of the restructure of our property services with the Group centralising operations, Mrs Alie Horton has been appointed post financial year end as Property Operations Director. The role is to oversee further changes to our property management services provision and to deliver a first class service in respect of the increasing number of properties under management. Mrs Alie Horton joins the Group after 16 years at CBRE and brings our headcount in our Manchester head office to nineteen.
To enable us to maintain the high quality of service through this period of expansion, we will be adding additional resource. This will allow us to increase the range and quality of our services as we seek to provide a market leading service and thus generate more income for the Group. 5. Grow the pipeline of new development opportunities
Over the last six months, we have continued to execute our strategy to grow our development pipeline by acquiring Plus House, Stockport and Bank Street, Sheffield. Both sites were acquired with the benefit of planning permission thereby de-risking the schemes and allowing us to progress to site in a timely manner.
We expect to continue to build our pipeline of new developments over the next six months to allow us to redeploy capital from completed developments next year.
The North West of England has been our core focus over the past twelve months and we continue to see value there and no let-up in demand from the investor market. Nevertheless, we are also looking to expand further south into the Midlands to build on our existing presence in Leicester (Churchgate).
Industry Overview
UK property prices have risen by 13.2% in the year to 30 June 2021, according to Land Registry data. This has been driven by a combination of additional support from the Government, including stamp duty holidays, extensions of existing housing schemes and furlough scheme, along with excess savings that have been generated by households as usual avenues for spending were interrupted. These factors may be expected to prove temporary which may lead to a slowdown in price growth over the next twelve months.
It should also be noted that there have been significant differences in performance across housing types and regions. However, all movements have been positive. Data suggests that there has indeed been higher demand for properties offering greater space compared to flats/maisonettes, with the latter seeing only a 7.1% increase in prices relative to the UK average of 13.1%. Breaking down the regional data suggests that flats/maisonettes have seen the slowest price growth in all regions, with London (1.8%) seeing the weakest performance and the North West (17.0%) witnessing the highest.
Of particular note is the significant divergence in performance property prices between the North West with an increase of 18.8% and London with just 5.2%. This supports evidence that London has become an exporter of people during the pandemic, with some estimates suggesting that 8% of the population has departed. The under-performance in house prices in London may also suggest that the change is more permanent, as it is unlikely that households would up-sticks to a region on a temporary basis. The next twelve months will provide further pointers as to whether this is a permanent trend or not, as companies begin to bring employees back into offices. The North West has also benefited from the lower price to income ratio compared to the South East and London.
On the cost side, the picture is less positive with a combination of cost increases in building materials and labour shortages creating issues across the industry. We have noted that price inflation for key materials appears to be slowing towards the end of our financial year, with raw material inputs dropping significantly from their highs in 2020. However, we do not expect to see any significant decline in overall material costs, as prices appear resistant to downward pressure. Labour costs will be expected to continue to rise as shortages experienced will not be quickly rectified, given the time it takes time to train new staff. We have noted that labour shortages and wage rises have been greater in regions that had a higher reliance on continental European labour and as such do not expect to see as much pressure in the North West, versus for instance, in the South.
People and Culture
Our progress over the last twelve months has been made possible by our people. One Heritage Group PLC is an employer that invests in our people and we continue to look at ways in which to improve employee engagement. An example of a successful initiative is the new Social and Charity committee which is run by our employees. This has seen us partner with a local charity, LifeShare, who are focussed on homelessness and poverty in Manchester. LifeShare have been tackling homelessness for over 35 years and make an admirable contribution towards alleviating it in the region. We have recently pledged a GBP1,000 donation towards their Christmas initiatives, our staff have given additional support with significant donations of clothing and food, and we will be participating in an upcoming charity football event. Other fund raising has taken place in support of Bowel Cancer UK, Mind and Motor Neurone Disease Association. To further support these initiatives, we have provided our employees with the option to volunteer for up to two days per year which has been well received and allows us to give something back to the community.
While flexible working during the pandemic had its benefits, I am of the view that it can have a detrimental effect on those employees who are in the early stages of their careers where learning and development is essential. As such, we welcome having our staff back in the office again. We continue to support our workforce with our senior management team running regular training sessions and we are also encouraging the attainment of professional qualifications. We are committed to continuous professional development as we mentor and develop our exceptional talent, as well as creating an environment and culture in which they can succeed.
Covid-19 impact and response
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Our team have remained agile and have adapted well to the challenges the pandemic has presented us with over the last twelve months. We took the decision during national lockdowns to close our office and implement full remote working to protect the safety of our workforce and suppliers. With the roll out of the vaccination programme and restrictions easing, all staff are now back working safely from our Manchester office. With additional resource added to the Group and staff returning to office working we have moved into a larger office space which also allows for future expansion.
We are fortunate that our own operations have been largely unaffected during the pandemic. However, we have experienced challenges with some partners and stakeholders having to make major adjustments in order to adapt to a new working environment. Overall, we have found that the majority of businesses have been proactive and resourceful in the circumstances, and I am looking forward to the market returning to full capacity and pre pandemic levels of engagement and service over the coming months as more staff return back to the office and face-to-face meetings recommence.
ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE EVALUATION (ESG)
Although only nine months into life as a Public Listed Company, we are placing a significant emphasis on conducting our business activities ethically and responsibly. I have been pleased with the progress the Group has made as our full ESG strategy evolves .
Environmental
We are undertaking a review of our developments to identify ways to make them greener and more environmentally friendly and reduce our carbon footprint. Certain initiatives have been identified to switch to greener materials which include a brown roof in our Queen Street, Sheffield development
Social
We are committed to supporting local communities and giving back to society, especially in regions where our developments are located. In addition to the charitable work outlined earlier, further steps have been taken to engage with local employers and schools to identify ways we can work closely together. We will be inviting local primary schools to help with planting around our buildings and we will be collaborating with colleges and their students studying construction. We have implemented a new staff policy where staff are able to take an additional two days leave to be dedicated to charitable means.
We have also introduced initiatives to enhance the well-being of our employees which includes monthly social events, charitable activities and an extension to our remuneration package which includes a new employee assistance programme, which provides a range of support tools for employees wellbeing.
Governance
We adhere to the QCA code. More details can be found on page 14.
Outlook
While property sales have remained strong and the industry has performed well over the period, I am expecting a more normalised level of market activity to return towards the end of 2021 and early 2022. As mentioned above, we are currently seeing building material price increases in the market. We will continue to work closely with our construction partners in order to manage price risk and minimise the impact on the viability of our developments.
Our sales programme has largely remained unaffected during the pandemic because our target purchasers are not owner occupiers and are not dependant on the mortgage market and government initiates such as Help to Buy. As the majority of our purchasers are based overseas, they are also not reliant on 'in person' viewings either. We continue to see strong demand for affordable housing from registered housing providers and in August we signed an agreement to deliver 42 apartments in Oldham for Arcon Housing, a subsidiary of Bolton at Home with the support of Homes England. The Group remains well placed to establish longer term relationships with registered providers such as these to help deliver the higher volume of affordable housing that they are seeking.
The private rental sector (PRS) market continues to experience strong demand from overseas investors for housing across the North of England in particular. We will continue to expand the level of service we provide to third party investors and build on the four development management agreements we have in place, which includes the addition of a 58 apartment development in Sheffield on behalf of overseas investors.
We remain positive on the outlook for the property market. The Government's commitment to 'levelling up' is welcomed and with the continuing undersupply of quality housing in the North West of England, the region will continue to be an attractive area for investment. The strong demand from overseas investors in particular, despite the pandemic and travel restrictions, gives us optimism about the prospects for our business as the economy recovers.
Our core strategic objectives will remain in place over the forthcoming period as the Group focuses on the successful delivery of our projects, the sale of completed units, enhancing the infrastructure needed to build our pipeline and recruiting exceptional talent.
Chairman's statement
I was delighted to be appointed as Non-Executive Chairman to One Heritage Group PLC in December 2020 following our successful listing on the Standard List of the Main Market of the London Stock Exchange. In the short time I have been with the Company, I have been pleased to see the way in which the executive management team, with clear focus and determination, has begun to implement our strategy for sustainable growth. In this period I have seen the Group complete on the acquisition of new development projects, sign additional development management agreements and also manage a rapid restructuring of our property management and lettings provision following difficulties encountered by the current service provider.
Dividend and dividend policy
The Group did not generate a profit in the financial year and is therefore not proposing a dividend. This is in line with the dividend policy set out in the prospectus. The Group expects to pay a dividend in the future when it is generating recurring and growing profits.
ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE EVALUATION (ESG)
The Board of Directors takes our ESG responsibilities very seriously. I am pleased that since joining the business I have been part of a working group that has been proactive in finding ways to promote social causes, for example through the employee led Social and Charity Committee.
Reducing our environmental impact as a property development business is a particularly challenging area given the outsized contribution to carbon emissions from building materials, but even with this I have noted that the Group is constantly looking at greener design and material options, local procurement and working with local communities, such as schools, to improve the local environment. The Board see this as a priority for the business.
Whilst the business is only at the beginning of its journey, there is a clear focus on creating a strong governance structure. We recognise that shareholder and other stakeholder outcomes are improved by ensuring that good governance is in place. More details on the steps in this regard taken by the Group can be found in the sections of this annual report which relate to the QCA Corporate Governance Code (page 14) and The Role of the Board (page 19).
The Board believe that diversity is important to the success of the Group in the future and was pleased to see Mrs Alie Horton join as the Property Operations Director in the new financial year. We are focused on ensuring that there are equal opportunities and committed to increasing diversity.
People
Finally, I would like to thank our shareholders and other stakeholders for their support during the first part of the Group's journey. Most of all, I want to thank our directors and employees throughout the business, who continue to grow with every opportunity and challenge that they face. I am particularly impressed by the corporate culture which is fast emerging, the creativity and the resilience that everyone demonstrates, even in just a short time.
David Izett
Chairman
The full version of the OHG annual report will be available on its website shortly at https://www.oneheritageplc.com /.
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 (MAR). Upon the publication of this announcement, this inside information is now considered to be in the public domain. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055.
Contacts
One Heritage Group plc
Jason Upton
Chief Executive Officer
Email: jason.upton@one-heritage.com
Luke Piggin
Finance Director
Email: luke.piggin@one-heritage.com
Hybridan LLP (Financial Adviser and Broker)
Claire Louise Noyce
Email: claire.noyce@hybridan.com
Tel: +44 (0)203 764 2341
About One Heritage Group
One Heritage Group PLC is a property development and management company. It focuses on the residential sector primarily in the north-west of England, seeking out value and maximising opportunities for its investors. It has a team of dedicated residential property development experts. In 2020 One Heritage Group PLC became one of the first publicly listed residential developers with a focus on co-living.
The Company is listed on the Standard List of the Main Market of the London Stock Exchange, trading under the ticker OHG.
For further information, please visit the Company's website at https://www.oneheritageplc.com/
References to page numbers throughout this announcement relates to the page numbers within the Annual Report of the Company for the year ended 30 June 2021.
Group's Financial Review
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The maidan annual report for the financial period ended 30 June 2021 saw the NAV per share of 8.4p compared to a listing price of 10p on 23 December 2020. This was a consequence of the Group continuing spend on scaling the business and the developments not expecting to complete until the next financial year. During the reporting period the Group recognised a loss of GBP0.8 million, which reflects the salaries, professional fees and other corporate expenses incurred in the period and the impairment of GBP0.2 million that was recognised in relation to our investment in associate. These were offset to some extent by the performance of the Co-living side of the business, which generated a gross profit of GBP314,000.
Restructuring and capital raises
In advance of the Group listing on the London Stock Exchange, a restructuring was undertaken. This involved transferring out two subsidiaries, One Heritage Tower Limited and Harley Street Developments Limited for a gain of GBP26,423, a debt for equity swap which saw One Heritage Property Development Limited in Hong Kong convert GBP2.75 million of debt into 20.7 million shares and then the acquisition of One Heritage Property Development (UK) Limited, known as the Trading Group, by One Heritage Group plc.
The Company was pleased to list on 23 December 2020 where investors acquired 9,300,000 shares at 10p per share. This was followed up with a placing and subscription on 11 February 2021 where the Company sold an additional 1,828,333 shares at 30p each, which demonstrated investors believe in the strategy of the Group.
Acquisitions of new properties AND SIGNING OF A DEVELOPMENT MANAGEMENT AGREEMENT
Following the listing of the Group we have been pleased to complete on two acquisitions, with Bank Street Sheffield acquired for GBP800,000 and Plus House in Stockport acquired for GBP725,000. On top of these acquisitions the Group has spent a further GBP1.7 million, including capitalised finance costs, on the developments since the end of the calendar year with the aim to complete the majority of our existing developments by the end of the next financial year.
The Company was also pleased to sign a development management agreement with One Heritage North Church Limited, to redevelop an existing office into 58 self-contained apartments. This contributed GBP15,000 of revenue in the financial period, as the agreement was signed just before the period end.
Financing
The Group is fortunate to have a supportive majority shareholder, One Heritage Property Development Limited, which increased the shareholder facility by GBP2.5 million to GBP7.5 million, on the same terms as the existing facility with an early repayment date on 31 December 2022 for the extended amount. As at 30 June 2021, the Group had drawdown GBP1.3 million of the facility. This facility has been provided to ensure that we are able to continue with developments if other financing is not available.
Two construction finance agreements were signed in May and June 2021. These agreements cover the construction finance costs of the developments in One Heritage Bank Street Limited and One Heritage Oscar House Limited, and allow the Group to drawdown a gross amount of GBP5.5 million for a period of 18 months.
The Group's policy is to capitalise finance costs from external loan facilities against the underlying developments and during the financial period to 30 June 2021, GBP0.3 million was capitalised. The remaining finance costs recognised on the income statement relate to amounts that were not capitalised and the finance lease on the office.
Scaling the business
The loss per share of 3.1p was primarily driven by administration costs in the business. Salary costs contributing 68.2% of the total as the Group increased the number of staff to 20 at the end of the financial period. The Group also moved into a larger office space in the same building at the end of the period and the Group recognised a right of use asset of GBP288,463, which will be depreciated over the five year lease term. Other key costs recognised relate to professional and corporate expenses, some of which relate to being a public listed company versus previously operating as a private company.
ONE HERITAGE COMPLETE
The Group has a 47% share in One Heritage Complete Limited, which has five subsidiaries with various stakes between 51% and 93%. These entities have their own management team and finance function. After the end of the financial year, information came to light that One Heritage Maintenance Limited had become insolvent due to a combination of structurally high costs, onerous contracts it had signed and liabilities in excess of its assets and as such has been placed in liquidation. At the same time, the management of One Heritage Maintenance had received loans from other subsidiaries. As a result of this action, another entity One Heritage Design Limited also became insolvent and was put into liquidation. Given this situation, the Group took the decision to impair the stake in One Heritage Complete Limited to zero, as there was significant uncertainty on the ability of the Group to realise value from this entity in the future.
Statement of Directors' Responsibilities
The directors are responsible for preparing the Annual Report and the Group and parent Company financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare Group and parent Company financial statements for each financial year. Under that law they are required to prepare the Group financial statements in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and applicable law and and have elected to prepare the parent Company financial statements in accordance with UK accounting standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 101 Reduced Disclosure Framework. In addition the Group financial statements are required under the UK Disclosure Guidance and Transparency Rules to be prepared in accordance with International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union.
Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and parent Company and of the Group's profit or loss for that period. In preparing each of the Group and parent Company financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgements and estimates that are reasonable, relevant and reliable; - for the Group financial statements, state whether they have been prepared in accordance withinternational accounting standards in conformity with the requirements of the Companies Act 2006 and, as regardsthe group financial statements, International Financial Reporting Standards adopted pursuant to Regulation (EC) No1606/2002 as it applies in the European Union; - for the parent Company financial statements, state whether applicable UK accounting standards have beenfollowed, subject to any material departures disclosed and explained in the financial statements; - assess the Group and parent Company's ability to continue as a going concern, disclosing, as applicable,matters related to going concern; and - use the going concern basis of accounting unless they either intend to liquidate the Group or the parentCompany or to cease operations, or have no realistic alternative but to do so.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that complies with that law and those regulations.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
WEBSITE PUBLICATION
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
DIRECTORS' RESPONSIBILITIES PURSUANT TO DTR4
The Directors confirm to the best of their knowledge: - The financial statements have been prepared in accordance with the applicable set of accounting standardsand Article 4 of the IAS Regulation and give a true and fair view of the assets, liabilities, financial positionand loss of the Company. - The Annual Report includes a fair review of the development and performance of the business and thefinancial position of the Company, together with a description of the principle risks and uncertainties that itfaces.
By order of the Board
Jason Upton
Chief Executive Officer
19 October 2021
Financial Statements
Consolidated statement of comprehensive income
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DJ One Heritage Group plc: Full year results for the -5-
For the year/period ended 30 June
Year to Period to
GBP unless stated Notes 30 June 2021* 30 June 2020*
Unaudited
Revenue - Development management 8 124,199 -
Revenue - Co-living 8 340,168 220,000
Cost of sales - Co-living (26,400) (197,558)
313,768
Gross profit - Co-living 22,442
Write-down in investment in associate 16 (239,316) -
Other income 21,223 32,696
Administration expenses 9 (962,512) (316,705)
Other expenses (40,380) (48,643)
(783,018)
Operating (loss) for the year/period (310,210)
Profit on disposal of subsidiary 7 26,423 -
Finance expense 11 (52,382) (64,428)
(Loss) before taxation for the year/period (808,977) (374,638)
-
Taxation 12 -
(808,977)
(Loss) after taxation for the year/period (374,638)
Other comprehensive income - (22)
COMPREHENSIVE INCOME attributable to shareholders (808,977) (374,660)
Weighted average shares in issued over the period 24 26,204,555 20,700,000
(Loss) per share (GBp) (3.1) (1.3)
Diluted (loss) per share (GBp) (3.1) (1.3)
*see note 2
The accompanying notes on pages 46 to 76 form an integral part of the financial statements
Consolidated statement of financial position
As at
As at
As at
30 June 2021*
GBP unless stated Notes 30 June 2020*
Unaudited
ASSETS
Non-current assets
Property, plant and equipment 13 442,706 165,301
Investment in associate 16 - 258,512
442,706 423,813
Current assets
Cash and cash equivalents 204,147 711,798
Inventory - developments 14 6,790,676 14,729,627
Inventory - trading property 15 435,820 1,179,657
Financial assets at fair value through profit or loss 17 397,796 897,002
Trade and other receivables 18 667,759 132,622
8,496,198 17,650,706
TOTAL ASSETS 8,938,904 18,074,519
LIABILITIES
Non-current liabilities
Borrowings 20 2,276,079 4,117,403
2,276,079 4,117,403
Current liabilities
Trade and other payables 21 649,351 666,014
Borrowings 20 3,304,103 13,665,762
3,953,454 14,331,776
TOTAL LIABILITIES 6,229,533 18,449,179
EQUITY
Share capital 24 324,283 -
Share premium 24 3,568,725 -
Retained earnings (1,183,637) (374,660)
TOTAL EQUITY 2,709,371 (374,660)
TOTAL LIABILITIES AND EQUITY 8,938,904 18,074,519
Shares in issue 32,428,333 -
Net asset value per share (GBp) 8.4 -
*see note 2
These financial statements were approved by the board of directors on 19 October 2021 and were signed on its behalf by:
Jason David Upton
Company registration number: 12757649
The accompanying notes on pages 46 to 76 form an integral part of the financial statements
Consolidated statement of cash flows
For the year/period ended 30 June
12 months to
Incorporation to
30 June 2021*
GBP unless stated Notes 30 June 2020*
Unaudited
Cash flows from operating activities
Loss for the year/period before tax (808,977) (374,638)
Adjustments for:
Foreign exchange - (22)
Write-down in investment in associate 16 239,316 -
Finance expense 52,382 64,428
Profit on disposal of subsidiary (26,423) -
Depreciation of property, plant and equipment 13 42,106 35,440
Movement in working capital:
Increase in trade and other receivables (166,439) (132,622)
Increase in inventories (5,564,921) (15,623,467)
(Decrease)/increase in trade and other payables 71,719 666,014
Cash from operations (6,161,237) (15,364,867)
Income taxation paid - -
Dividend received from associate 16 43,564 -
Net cash used in operating activities (6,117,673) (15,364,867)
Cash flows from investing activities
Disposal of subsidiaries, net of cash and cash equivalents (66,030) -
Purchase of interest in associate 16 - (258,512)
Purchases of property, plant and equipment 13 (31,048) (46,592)
Net cash used in investing activities (97,078) (305,104)
Financing cash flows
Issue of share capital 1,538,400 -
Cost of share issue (395,492) -
Interest paid 11 (460,253) (344,889)
Proceeds from borrowings 10,667 4,770,000
Proceeds of related party borrowing 5,046,710 11,975,192
Payments made in relation to lease liabilities 20 (32,932) (18,534)
Net cash generated from financing activities 5,707,100 16,381,769
Net change in cash and cash equivalents (507,651) 711,798
Opening cash and cash equivalents 711,798 -
Closing cash and cash equivalents 204,147 711,798
*see note 2
The Trading Group undertook a debt for equity transaction in the year to 30 June 2021, for GBP2,750,000. This is not reflected in the above cash flow statement. See Note 2.
The accompanying notes on pages 46 to 76 form an integral part of the financial statements
Consolidated statement of changes in equity
For the year/period ended 30 June 2021
Share Share Retained Total
GBP unless stated
capital premium earnings Equity
Balance at 01 July 2020 (unaudited) - - (374,660) (374,660)
Loss for the period - - (808,977) (808,977)
Other comprehensive income for the year - - - -
Total comprehensive income for the year - - (1,183,637) (1,183,637)
Issue of share capital 324,283 3,964,217 - 4,288,500
Cost of share issue - (395,492) - (395,492)
Balance at 30 June 2021 324,283 3,568,725 (1,183,637) 2,709,371
For the period from incorporation to 30 June 2020
Share Share Retained Total
GBP unless stated
capital premium earnings Equity
Balance at incorporation - - - -
Loss for the period - - (374,638) (374,638)
Other comprehensive income for the period - - (22) (22)
Total comprehensive income for the period - - (374,660) (374,660)
Issue of share capital - - - -
Balance at 30 June 2020 (unaudited) - - (374,660) (374,660)
The accompanying notes on pages 46 to 76 form an integral part of the financial statements.
Notes to the consolidated financial statements
For the year ended 30 June 2021 1. Reporting entity
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