12 September
2024
|
Harworth Group plc
|
("Harworth" or "the
Group")
|
|
Results for the six months ended 30 June
2024
|
|
Strong NDV and Total Return growth; well
positioned for increased development and investment activity in
Industrial & Logistics sector
|
|
Highlights
|
|
·
|
EPRA NDV(1) increased 3.5% to £687.0
million (31 December 2023: £662.9 million) with the Group on track
to reach £1 billion by the end of 2027
|
·
|
Total return of 4.0% (H1 2023: 0.1%)
|
·
|
Operating profit increased 164% to £21.1 million
(H1 2023: £8.0 million)
|
·
|
Net LTV of 9.8%, available liquidity of £154.2
million and net debt of £80.5 million reflecting the profile of
higher drawdown mid-year
|
·
|
Extensive existing land pipeline has the
potential to deliver 38.8 million sq. ft. of Industrial &
Logistics space and 26,639 plots for new homes
|
·
|
Planning permission achieved for 1.8 million sq.
ft. and 500 plots, plus a further 1.5 million sq. ft. and 500 plots
post period end, alongside new draft allocations or allocations in
local plans for 5.7 million sq. ft. and 2,875 plots
|
·
|
Completed, exchanged, or in heads of terms on
145% of budgeted land sales for the year
|
|
|
Key
financials
|
|
Key statutory measures
|
H1 2024
|
H1 2023
|
FY 2023
|
Operating
profit
|
£21.1
million
|
£8.0
million
|
£54.2
million
|
Net asset
value
|
£650.0
million
|
£603.1
million
|
£637.7
million
|
Total dividend per
share(3)
|
0.489p
|
0.444p
|
1.466p
|
Net debt
|
£80.5
million
|
£63.7
million
|
£36.4
million
|
|
|
Key non-statutory
measures(2)
|
H1 2024
|
H1 2023
|
FY 2023
|
Total
return
|
4.0%
|
0.1%
|
5.1%
|
EPRA NDV per
share
|
212.3p
|
195.7p
|
205.1p
|
Value
gains
|
£47.0
million
|
£7.5
million
|
£58.1
million
|
Net loan to portfolio
value
|
9.8%
|
8.6%
|
4.7%
|
|
|
Lynda Shillaw,
Chief Executive of Harworth, commented:
"Harworth continues to consistently deliver strong progress
against its strategic objectives and we remain on track to reach £1
billion EPRA NDV by the end of 2027. In June we announced that the
Group would increase its focus on Industrial & Logistics direct
development, with an intention to grow the Investment Portfolio,
through direct development and selective acquisitions, to £0.9
billion by the end of 2029. This reflects the opportunity we see to
deliver into a sector which is key to economic growth and where
there is critical undersupply of high-quality space, in order to
grow recurring income and underpin sustainable shareholder
returns.
"The first half saw significant progress on
planning approvals, adding further capacity to our near-term
Industrial & Logistics pipeline and driving a strong
revaluation performance. We are ahead of budget for land sales,
with the standout transaction, as well as our largest sale to date,
being the conditional £106.6 million serviced land sale to
Microsoft at Skelton Grange, announced in June. The sale of
serviced land provides a stable funding channel for the planned
growth in our Industrial & Logistics development
programme.
"Sustained demand for Harworth's serviced land
and employment spaces, alongside management actions, has
underpinned EPRA NDV growth of 3.5% and we expect further growth in
the second half as we continue to develop out our existing
sites.
"Our current Industrial & Logistics pipeline
has the potential to deliver future Gross Development
Value(5) of £5 billion which contributes significantly
to the £1 billion EPRA NDV target. The near term pipeline has the
ability to deliver up to £0.8 billion of Gross Development Value by
the end of 2027. Our recent transactions, both for Commercial and
Residential use, are evidence of the underlying market demand for
Harworth's high-quality land and property.
"We are cautiously optimistic that a combination
of improving economic stability and supportive government policy
will be beneficial for both the real estate sector and Harworth. In
the near term we recognise market confidence could potentially be
tempered by the extent of the steps taken by the Government to
address the public funding deficit, but as a long-term investor
Harworth is well versed in delivering performance through different
policy environments.
"Ultimately, Harworth is a long-term
through-the-cycle business and its extensive land pipeline, track
record, specialist skillset and strong balance sheet sets us apart
from our peers and enables us to maximise the value created from
our sites for our shareholders."
|
|
Management
actions drive enhanced value gains and
profitability
|
|
·
|
Value gains totalled £47.0 million (H1 2023:
£7.5 million), driven by sales, development of sites and planning
permissions against the backdrop of relatively stable
markets
|
·
|
Operating profit increased 164% to £21.1 million
(H1 2023: £8.0 million), reflecting increased land sales, revenue
from development management, and other gains relating to the
valuations of investment properties and assets held for
sale
|
·
|
Annualised rental income for the Investment
Portfolio increased to £14.4 million, growth of 2.4% on a
like-for-like basis
|
·
|
Dividend per share up 10% at 0.489p (H1 2023:
0.444p), consistent with the Group's existing dividend
policy
|
|
|
Robust cash
generation from residential land sales and strong balance sheet
position
|
|
·
|
Completed 357 plot sales of serviced land for
proceeds of £24.0 million, in line with December 2023 book values,
and a further 132 plots post period end
|
·
|
Net debt of £80.5 million (31 December 2023:
£36.4 million), representing a Net LTV of 9.8% (31 December 2023:
4.7%)
|
·
|
Available liquidity of £154.2 million (31
December 2023: £192.2 million), with no major refinancing
requirements until 2027
|
·
|
Continuing to use capital light funding
structures, including Option and Planning Promotion Agreements
("PPAs"), to facilitate growth and maximise returns
|
|
|
Growth targets
underpinned by strong planning progress and extensive land
pipeline
|
|
·
|
Land pipeline now has the potential to deliver
38.8 million sq. ft. of Industrial & Logistics space and 26,639
plots for new homes, the largest Industrial & Logistics
pipeline in the Group's history
|
·
|
Planning permission secured for 1.8 million sq.
ft. and 500 plots, plus a further 1.5 million sq. ft. and 185 plots
post period end
|
·
|
New draft allocations or allocations in local
plans for 5.7 million sq. ft. and 2,875 plots
|
·
|
An additional 6.4 million sq. ft. and 2,269
plots progressing through the planning system and awaiting
determination
|
|
|
Increased
strategic focus on Industrial & Logistics Major Developments
programme
|
|
·
|
As at 30 June 2024, the consented Industrial
& Logistics land portfolio increased to 8.1 million sq. ft., of
which 5.9 million sq. ft. is in Major Developments (31 December
2023: 4.6 million sq. ft.), following transfers of 1.3 million sq.
ft. from Strategic Land
|
·
|
0.5 million sq. ft. of Grade A space is
currently in development or expected to start in the next 12
months, following practical completion post period end of 0.1
million sq. ft. of pre-let space
|
·
|
Enabling works currently underway for 2.2
million sq. ft. of direct development on several Major Development
sites, plus further enabling works underway at Skelton Grange in
relation to the Microsoft serviced land sale
|
·
|
The current Industrial & Logistics land
pipeline has the potential to deliver £5 billion of Gross
Development Value (GDV)(5)
|
·
|
By the end of 2027 the consented Industrial
& Logistics pipeline has the ability to deliver £0.8 billion of
GDV
|
|
|
On track to
achieve 100% Grade A core Investment Portfolio by the end of 2027;
targeting £0.9 billion portfolio by the end of
2029
|
|
·
|
The Investment Portfolio value increased 4.4% to
£231.2 million, of which 37% is Grade A (31 December 2023: £221.4
million and 37% Grade A)
|
·
|
Net initial yield increased to 5.9% (2023: 5.7%)
whilst net equivalent yield reduced marginally to 7.0% (2023: 7.1%)
continuing to provide reversion potential
|
·
|
83,000 sq. ft. of Grade A Industrial &
Logistics development completed in the 12 months prior to 30 June
2024 was retained in the Investment Portfolio, with 100% now let,
exchanged or in heads of terms, broadly in line with or at a
premium to, December 2023 estimated rental values (ERV)
|
·
|
94% of the 0.5 million sq. ft. of Grade A space
currently in development, or due to start in the next 12 months, is
expected to be retained in the Group's Investment Portfolio, of
which 38% is pre-let or being constructed for an owner-occupier,
and is anticipated to generate additional annualised rental income
of £5.4 million
|
·
|
EPRA vacancy rate of 6.3% (31 December 2023:
9.9%), reduces to 3.9% excluding units completed in the last 12
months (31 December 2023: 1.2%), and 98% of rent due in H1 2024
collected
|
|
|
Committed to
sustainable development
|
|
·
|
In April, Harworth published its 2023 Net Zero
Carbon (NZC) Pathway Progress report, alongside its Communities
Framework, laying out its commitment to local communities and the
progress made against its sustainability target of being
operationally NZC by 2030 and NZC for all emissions by
2040
|
·
|
Completed the planting of over 108,000 trees in
collaboration with the Forestry Commission at its Chevington North
site in Northumberland and recently opened a new 350-acre Country
Park in Thoresby Vale
|
|
|
Strategy
evolution
|
|
Evolution of strategy to increase the focus on
Industrial & Logistics development and retain more prime Grade
A properties in the Group's Investment Portfolio, which is now
targeted to grow to £0.9 billion by the end of 2029, with growth
accelerating from 2026 onwards as the next generation of Industrial
& Logistics sites move through the cycle.
|
|
·
|
Increased retention of directly developed Grade
A properties will be the main driver of growth in the Investment
Portfolio, supplemented by selective acquisitions to support this
strategy and accelerate the transition to Grade A across the
existing portfolio
|
·
|
As the Investment Portfolio grows the Group
expects the increase in recurring earnings to allow increased
dividends to be declared in future years
|
·
|
Whilst the Board intends to continue to review
the dividend policy annually, anticipated dividend growth is not
expected to impact the Group's ability to deliver capital growth
and maximise returns
|
·
|
With this increased focus on Industrial &
Logistics assets, the Group expects its balance sheet to be
weighted over 85% towards Industrial & Logistics by the end of
2029, compared to just over 60% at 31 December 2023
|
·
|
To provide a steady funding platform for the
growth of its core Industrial & Logistics portfolio Harworth
will continue to create value from sales of high-quality serviced
land
|
|
|
Analyst and
investor presentation
|
|
Harworth will host a presentation for analysts
and investors at 9:30AM today, 12 September 2024. A live webcast
and playback can be accessed on the following link:
|
|
https://brrmedia.news/HWG_HY_24
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Notes:
|
(1)
|
European Public Real Estate
Association ('EPRA') Net Disposal Value ('NDV')
|
(2)
|
Harworth discloses both statutory
and alternative performance measures ('APMs'), a full description
of, and reconciliation to, the APMs is set out in Note 2 to the
condensed consolidated interim financial statements and the
appendix
|
(3)
|
The Ex-dividend date, Record date
and Payment date for the 2024 interim dividend can be found in the
Shareholder Information section of this announcement
|
(4)
|
Source: JLL UK Big Box Industrial
& Logistics Market Update
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(5)
|
Gross Development Value (GDV) is an
estimate of value to be delivered on completion of the building or
development
|
|
|
For further
information
|
|
Harworth Group
plc
|
|
Lynda Shillaw (Chief Executive)
|
T: +44 (0) 7436 167 285
|
Kitty Patmore (Chief Financial
Officer)
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E: investors@harworthgroup.com
|
Luke Passby (Head of
Investor Relations & Communications)
|
|
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|
FTI
Consulting
|
|
Dido Laurimore
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T: +44 (0) 20 3727 1000
|
Richard Gotla
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E: Harworth@fticonsulting.com
|
Eve Kirmatzis
|
|
|
About
Harworth
|
|
Listed on the equity shares (commercial
companies) category of the Main Market of the London Stock
Exchange, Harworth Group plc (LSE: HWG) is a leading sustainable
regenerator of land and property for development and investment
which owns, develops and manages a portfolio of over 14,000 acres
of land on over 100 sites located throughout the North of England
and Midlands. The Group specialises in the regeneration of large,
complex sites, in particular former industrial sites, into new
Industrial & Logistics and Residential developments to create
sustainable places where people want to live and work, supporting
new homes, jobs and communities across the regions and delivering
long-term value for all stakeholders. Visit www.harworthgroup.com
for further information. LEI: 213800R8JSSGK2KPFG21.
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|
Chief Executive's Review
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For the six months ended 30 June 2024
|
|
Harworth has delivered a strong first half
reflecting the operational progress achieved across the business as
we continue to unlock value from our land and property portfolio.
We continue to deliver against the four strategic pillars we set
out in 2021 and remain on track to deliver an EPRA NDV of £1
billion by the end of 2027. We are now half way through our
strategic plan, and as such we recently reviewed our long term
guidance and targets with a view to providing more detail on the
evolution of the growth strategy.
|
|
The optimised strategy still sees us reach £1
billion EPRA NDV by the end of 2027 but with increased focus on
Industrial & Logistics direct development and an intention to
retain more of that space to build an Investment Portfolio of £0.9
billion by the end of 2029. Whilst we expect to continue to
maintain high single to low double digit total returns in the
medium term, this strategy will enable us to announce increased
dividends as recurring income grows, which is expected to optimise
shareholder returns.
|
|
Our
markets
|
|
Harworth's focus markets are the Industrial
& Logistics (land sales, direct development and investment) and
Residential (land sales) sectors. Both remain fundamental to
enabling growth in the UK economy, and the policy themes of the new
Government reflect the need to drive investment across the UK to
create new homes and jobs and decarbonise the economy. While it is
early days, in general the mood feels more positive across both of
our markets, as alongside political stability, we have seen
inflation ease and the first rate cut take effect in August: all of
which are key to driving an increase in investor interest in the
UK. We do however remain watchful until more detail of the new
Government's plans and its funding proposals are visible, and any
impact on the industry can be assessed.
|
|
In the Industrial & Logistics sector, the
structural drivers of demand seen in recent years remain intact,
driven by the growth of e-commerce, on-shoring and near-shoring
still present coupled with an increasing focus amongst occupiers on
securing modern and sustainable spaces for manufacturing, with
power connection and availability being a key factor. Recent
research from Savills shows that prime yield indicators have
remained broadly stable with a positive outlook for the industrial
sub-sectors and are expected to remain stable at least until the
October 2024 Budget, or until further rate cuts. The expectation of
further rate cuts and stable pricing, combined with rising
confidence in economic fundamentals that drive tenant demand, could
create the environment for improvements in yields in this sector
towards the end of the year, although this is by no means
certain.
|
|
Our Industrial & Logistics serviced land
remains in high demand, evidenced by the conditional sale of two
land parcels to Microsoft for £106.6 million, our largest sale to
date. We were able to bring forward this site by progressing it
through planning, recognising its attributes including power
availability, securing an occupier and collaborating with key
stakeholders.
|
|
In the wider market, Industrial & Logistics
supply has increased in the first half with a vacancy rate in our
regions of between 6% and 9% as a result of speculative completions
in H1 2024 alongside second hand space returning to the market.
Despite this, the North West had the lowest vacancy rate in the UK
in Q2(7) and the Midlands region contributed over half
of all Q2 take up in this sector(8).
|
|
Demand for build-to-suit units has remained
strong in our regions supported by increased take up for existing
units with a focus from occupiers on high-quality Grade A space: in
the North West, 91% of take up in 2024 so far has been Grade A
space. There is evidence that new build high-quality speculative
units showed significantly shorter void periods compared to second
hand units.
|
|
With take-up improving, vacancy rates are
expected to trend downwards into 2025. Throughout the period we
continued to engage proactively with commercial occupiers to
understand demand for pre-let commitments and to collaborate with
occupiers and partners who engage us for build-to-suit development.
This engagement has highlighted the resilient nature of occupier
demand and the opportunity for future rental growth.
|
|
In the Residential sector, consumer demand
remains subdued with mortgage approvals still slightly below
pre-pandemic levels as a result of prevailing mortgage costs,
challenging affordability, and lower consumer confidence, albeit we
have seen mortgage rates fall in recent months. Nationwide data
recently showed that house prices continue to increase, with annual
growth reaching 2.1% in the year to July.
|
|
We have continued to see strong demand for our
serviced Residential land from a wide range of housebuilders, both
national and regional, at prices in line with December 2023 book
values, highlighting the high-quality and de-risked nature of our
land parcels. While the proposed planning reforms are welcomed, the
current planning system continues to drive lower levels of
applications for major schemes, and therefore the supply of
consented land across the market remains increasingly
constrained.
|
|
Operational
performance
|
|
During the period we achieved planning
permission for 1.8 million sq. ft. of Industrial & Logistics
space along with 500 Residential plots, and a further 1.5 million
sq. ft. of Industrial & Logistics space and 185 Residential
plots post period end. These planning achievements are key to
delivering the next phase of development across our sites. The
demand for our serviced product remains strong and we continue to
receive high levels of interest. At the time of reporting, land
sales completed, exchanged, or in heads of terms, are at 145% of
the full year budget and at prices in line with December 2023 book
values. Land sales continue to provide a stable funding channel for
our Industrial & Logistics direct development
programme.
|
|
Our extensive land pipeline now has the
potential to deliver 38.8 million sq. ft. of Industrial &
Logistics space, the largest commercial pipeline we have held to
date, and 26,639 plots for new homes. The pipeline has been
de-risked, with 65% of the Industrial & Logistics sq. ft. and
48% of the Residential plots having either a planning consent,
currently progressing through the planning system, or being
allocated or holding a draft allocation. During this first half, we
saw progression of local plans resulting in allocations or draft
allocations of 5.7 million sq. ft. and 2,875 plots. This was
alongside planning consents for 3.3 million sq. ft. and 685 plots
received in the year to date. A further 6.4 million sq. ft. and
2,269 plots are currently progressing through the planning system
awaiting determination. With a potential £5 billion of Gross
Development Value expected from the Industrial & Logistics
pipeline, this highlights the intrinsic value still to be unlocked
from our land and property portfolio.
|
|
As at 30 June 2024, across our Industrial &
Logistics development sites we had 0.6 million sq. ft. of Grade A
Industrial & Logistics space in development, or expected to
start in the next 12 months. 84% of that is expected to be retained
for investment purposes, generating an additional £1.7 million of
annualised rental income. Of this space, 0.1 million sq. ft. was
pre-let and reached practical completion post period end,
contributing £0.6 million of annualised rental income. We expect a
further 0.1 million sq. ft. to complete in the next 12 months. In
addition to this, enabling works are underway on a further 2.2
million sq. ft. of our next generation Industrial & Logistics
sites, excluding the work ongoing at Skelton Grange in relation to
the Microsoft land sale.
|
|
Letting activity remains strong, with an EPRA
vacancy rate of 6.3% (31 December 2023: 9.9%), which reduces to
3.9% excluding units completed in the last 12 months (31 December
2023: 1.2%), and 98% of rent due in H1 2024 has been
collected.
|
|
We are committed to our sustainability targets
and our framework, The Harworth Way, integrates sustainability and
social value into our business and the developments we create. A
key element to our approach is placemaking. This is the work we do
across our sites that makes them places where people want to live
and work. It is at the heart of what we do, drives value for our
communities and our shareholders, and is critical to the success of
our schemes. All our schemes have placemaking initiatives; within
the highlights of what has been delivered so far this year is the
planting of over 108,000 trees with the help of the local community
at Chevington North, Northumberland, in partnership with the
Forestry Commission, and the opening of a new 350 acre country park
at our Thoresby Vale development in Nottinghamshire. This benefits
from a purpose-built forest style school alongside commercial and
leisure spaces, as well as over 100 acres of restored heathland,
now one of the UK's most threatened habitats.
|
|
Financial
performance
|
|
During the period our land portfolio delivered
£47.0 million of value gains (H1 2023: £7.5 million), with the
increase being driven largely by management actions against a
stable market backdrop. As a result, EPRA NDV per
share(6) increased 3.5% to 212.3p at 30 June 2024, up
8.5% compared to H1 2023. This translates to a total return of 4.0%
for the half (H1 2023: 0.1%).
|
|
Sales of serviced land and property, in addition
to development management revenues and income from rent, royalties
and fees, resulted in Group revenue of £41.3 million (H1 2023:
£18.2 million). The increase is largely driven by higher land sales
and at the time of reporting we have completed, exchanged or are in
heads of terms on 145% of budgeted sales.
|
|
The Board is proposing an interim dividend of
0.489p per share, representing 10% growth from 2023, in line with
our existing dividend policy. We recently announced an evolution of
our growth strategy and a target to grow our Investment Portfolio
to £0.9 billion by the end of 2029. As we deliver against this goal
we expect the growth in recurring income will allow increased
dividends to be declared.
|
|
We continue to maintain a strong balance sheet
and financial position, with significant available liquidity of
£154.2 million as at 30 June 2024 (31 December 2023: £192.2
million) and no major refinancing events until 2027. Our LTV at
period-end was 9.8% (31 December 2023: 4.7%) reflecting our typical
profile of higher debt drawings in the middle of the year and this
flexibility allows us to be dynamic and opportunistic in our
approach to achieving our growth ambitions.
|
|
Strategy and
Outlook
|
|
While there are still uncertainties in the
economic outlook for the UK, there are some encouraging signs that
inflationary pressures are easing and interest rates have started
coming down. The new government's proposed reforms of planning
policy and support for economic growth and increased housing
delivery should be positive for the real estate sector, but we are
yet to see the detail.
|
|
We continue to see strong demand for our
serviced land as well as our energy efficient Grade A Industrial
& Logistics units across our regions. Whilst affordability
challenges continue to weigh on house buyer demand, our sites are
located in more affordable regions and we have a strong track
record for delivering high-quality serviced Residential land which
is ready to build on once acquired.
|
|
Harworth is a long-term through-the-cycle
business with a significant landbank, currently capable of
delivering 38.8 million sq. ft. of Grade A Industrial &
Logistics space with the potential to create £5 billion of GDV, as
well as 26,639 Residential plots. Our market leading shareholder
returns are driven by long term value creation through management
actions across our developments, such as achieving planning
permission, completing remediation and infrastructure works, or
directly developing our own commercial units. It is our extensive
landbank, combined with our specialist skillset, that enables us to
deliver these successful schemes and unlock value from our
land.
|
|
As flagged at the outset of my statement, the
evolved strategy targets an Investment Portfolio of £0.9 billion by
the end of 2029. This growth will come predominantly from our
controlled near term pipeline of sites and will be funded from cash
generated from our land and property sales supplemented by our
corporate and site specific funding lines. A focus on development
may result in more in-year cyclicality in debt drawings and a
larger Investment Portfolio will provide the opportunity to operate
a debt gearing level in line with the market for that part of the
portfolio however we do not anticipate an overall material shift in
our conservative gearing approach.
|
|
We will continue to optimise the value from our
portfolio and expect to continue to maintain high single to low
double digit total returns in the medium term. We expect this
strategy will enable us to announce increased dividends as
recurring income grows thereby optimising shareholder
returns.
|
|
As the Investment Portfolio grows in scale, we
would expect Strategic Land to make up a smaller proportion of our
portfolio compared to its proportion today. We will continue to
make acquisitions of land to contribute to our pipeline and enable
us to continue to deliver high-quality development schemes and we
anticipate that by 2029 Industrial & Logistics will be 85% of
our total land and property portfolio.
|
|
Our extensive consented pipeline enables growth
in direct development, accelerated in the outer years of the plan,
and we are well positioned as we enter the second phase of our
growth strategy to reach £1 billion EPRA NDV by the end of
2027.
|
|
Strategic
pillar
|
2024
Progress(9)
|
2027
Target
|
Strategy
evolution
|
1.
Increasing direct development of Industrial & Logistics
space
|
0.1
million sq. ft. complete and pre-let, 0.5 million sq. ft. in
development or expected to start in the next 12 months and 2.2
million sq. ft. being enabled for future development
|
0.8
million sq. ft.
developed
on average
per
year
|
Continue
to focus on increasing direct development of Industrial &
Logistics Grade A units, building more on balance sheet to grow the
Investment Portfolio
|
2.
Accelerating sales and broadening the range of Residential
products
|
Residential land sales for 489 plots completed
|
2,000
plots sold
on
average per year
|
Focus on
acceleration, driving returns and providing a self-generating
source of funding for direct development
|
3.
Scaling up land acquisitions and promotion
|
Maintained 12-15 year land supply
|
Maintain
a land supply
of 12-15
years
|
Continue
to maintain a land pipeline that enables scale and value creation
through selective acquisitions, including partnerships and capital
light structures
|
4.
Repositioning Investment Portfolio to modern Grade A
|
37% of
portfolio Grade A
|
Targeting
100% Grade A core Investment Portfolio
|
As well
as repositioning to 100% Grade A, also targeting £0.9 billion
Investment Portfolio by the end of 2029 to provide increased
recurring earnings and optimise future shareholder
return
|
|
|
Finally, and importantly, Harworth cannot
consistently deliver the progress that we do without our people and
I would like to thank all of my colleagues who work collaboratively
across the business and with our external stakeholders, to ensure
we continue to be successful. The progress that we have made so far
this year is a testament to their dedication, determination,
specialist skills, and teamwork, and it is those attributes that
enable Harworth to achieve our long term strategic goals and create
value for our shareholders.
|
|
(6)
|
A full description and
reconciliation of the APMs is included in Note 2 to the condensed
consolidated interim financial statements and the
appendix
|
(7)
|
Source: CBRE's Q2 Logistics Market
report
|
(8)
|
Source: JLL UK Big Box Industrial
& Logistics Market Update
|
(9)
|
As at the reporting date
|
|
|
Lynda
Shillaw
|
Chief Executive
|
12 September 2024
|
|
Operational Review
|
For the six months ended 30 June 2024
|
|
Industrial
& Logistics Land portfolio
|
|
At 30 June 2024, the Industrial & Logistics
pipeline totalled 38.8 million sq. ft. (31 December 2023: 37.7
million sq. ft.), of which 8.1 million sq. ft. was consented (31
December 2023: 6.1 million sq. ft.), and 7.9 million sq. ft. was in
the planning system awaiting determination (31 December 2023: 10.1
million sq. ft.). The pipeline was 58% owned freehold, 38%
controlled via options, and 4% controlled via PPAs or
other.
|
|
Planning progress
|
|
During the period, planning approval was secured
for 1.8 million sq. ft. of Industrial & Logistics space across
two sites, with a further 1.5 million sq. ft. achieving outline
planning consent post period end. Sites continued to move through
the planning system with allocations received for 3.5 million sq.
ft. in the North West under the Places for Everyone Greater
Manchester Spatial Framework and draft allocations for 2.3 million
sq. ft. in the Midlands.
|
|
Two significant planning applications currently
remain in the system awaiting determination, totalling 6.4 million
sq. ft.
|
|
Direct development
|
|
As at 30 June 2024, 0.6 million sq. ft. of Grade
A space was in development or expected to start in the next 12
months, post period end 0.1 million sq. ft. reached practical
completion and a further 0.1 million sq. ft. is expected to
complete in the next 12 months. The units will all be delivered to
Harworth's sustainable commercial building specification, targeting
EPC A and BREEAM Excellent certifications, with whole life carbon
assessments and renewable energy provision incorporated into the
design.
|
|
Enabling works are currently underway for 2.2
million sq. ft. of direct development on several Major Development
sites, plus further enabling works underway at Skelton Grange in
relation to the Microsoft serviced land sale.
|
|
Land sales
|
|
In June, 48 acres of Industrial & Logistics
land was conditionally sold for £106.6 million, with pricing
significantly ahead of book value.
|
|
Acquisitions
|
|
0.5 million sq. ft. of Industrial &
Logistics Strategic Land was secured for £0.1 million, the land is
controlled via an Option agreement. In addition, the freehold
ownership at Cinderhill has increased with the acquisition of 25
acres of land, this enables the delivery of the wider scheme that
includes Industrial & Logistics space.
|
|
Residential
Land portfolio
|
|
At 30 June 2024, the Residential pipeline
totalled 26,639 plots (31 December 2023: 27,190 plots), of which
5,445 plots were consented (31 December 2023: 5,296 plots), and
2,454 plots were in the planning system awaiting determination (31
December 2023: 1,774 plots). Development continues to progress on
the first mixed tenure sites sold by way of forward funding
agreements. The pipeline was 48% owned freehold, with the remainder
controlled via options, PPAs or other.
|
|
Planning progress
|
|
During the period, planning approval was secured
for 500 residential plots under a PPA agreement. An allocation was
received for 600 homes in the North West and a draft allocation was
secured for the mixed-use Diseworth site in the East
Midlands for 2,275 homes.
|
|
Six significant planning applications currently
remain in the system awaiting determination, totalling 2,269
plots.
|
|
Land sales
|
|
Completed 357 plot sales of serviced land for
proceeds of £24.0 million, in line with December 2023 book values,
and a further 132 plots post period end. At the reporting date,
114% of budgeted residential land sales for the year completed,
exchanged or in heads of terms.
|
|
Acquisitions
|
|
During the period, the Group increased the
freehold ownership at Cinderhill with the acquisition of 25 acres
of land, which enables the delivery of the wider scheme that
includes Residential serviced land.
Post period end, the Group acquired a former
brickworks site in Bedfordshire for total consideration of £30.6
million payable over 2 years. This is a near term site which has
outline planning permission for the delivery of 1,000 homes,
offering the opportunity to create value and generate cash to fund
the broader direct development programme.
|
|
Investment
Portfolio
|
|
This portfolio comprises both Industrial &
Logistics assets that have been acquired by Harworth and,
increasingly, those that have been directly developed and retained.
It provides recurring rental income in addition to asset management
opportunities and the potential for capital value
growth.
|
|
As at 30 June 2024, the Investment Portfolio
comprised 11 sites covering 2.5 million sq. ft. (31 December 2023:
11 sites covering 2.5 million sq. ft.). It generated £14.4 million
of annualised rent (31 December 2023: £14.1 million), equating to a
gross yield of 6.2% (31 December 2023: 6.3%) and a net initial
yield of 5.9% (31 December 2023: 5.7%). Annualised rent for the
portfolio increased during the period as a result of recent
lettings secured. Grade A space represented 37% of the Investment
Portfolio (31 December 2023: 37%).
|
|
Completions and
acquisitions
|
|
Of the 0.1 million sq. ft. of Industrial &
Logistics Grade A space completed post-period end and the 0.1
million sq. ft. expected to complete in the 12 months, 84% is
expected to be retained to the Group's Investment Portfolio and is
anticipated to generate additional annualised rental income of £1.7
million.
|
|
Lettings
|
|
During the period, 47,000 sq. ft. of leasing
deals were completed (H1 2023: 300,000 sq. ft.), adding a net £0.3
million of annualised rent. New lettings, renewals and reviews were
completed at an average 0.7% premium to estimated rental values
(ERV).
|
|
Across the Investment Portfolio, operational
metrics remain robust. The portfolio weighted average rent is £6.20
per sq. ft. (31 December 2023: £5.75) and rent collection currently
stands at 98% for the year to date (31 December 23: 98%). EPRA
vacancy was 6.3% at 30 June 2024 (31 December 2023: 9.9%), reduced
to 3.9% excluding space completed in the preceding 12 months (31
December 2023: 1.2%); while the weighted average unexpired lease
term (WAULT) was 11.8 years (31 December 2023: 12.9
years).
|
|
Natural
Resources Land portfolio
|
|
Harworth's Natural Resources portfolio comprises
sites used by occupiers for a wide range of energy production and
extraction purposes, including wind and solar energy schemes and
battery storage as part of the Group's Energy & Natural Capital
strategy. The aim is to grow this portfolio, alongside strategic
partners where appropriate, through developing renewable energy
generation solutions and other sustainability initiatives such as
battery storage, solar, EV charging, multi-fuel hubs and
reforestation/rewilding. The strategy has a wider focus on
embedding these energy concepts and future-proofing principles
across all of Harworth's sites to maximise energy availability and
resilience, create economic value, and help fulfil the Group's Net
Zero Carbon (NZC) ambitions.
|
|
As at 30 June 2024, the Natural Resources
portfolio had an annualised rental income of £2.1 million (31
December 2023: £1.8 million).
|
|
Net Zero Carbon
Pathway
|
|
In 2022, the Group committed to becoming NZC for
Scope 1, Scope 2 and Scope 3 business travel emissions by 2030 and
to being NZC for all emissions by 2040. To meet these objectives,
the Group has developed a NZC pathway and embedded commitments into
a range of workstreams and targets to guide the Group's growth
strategy in the development of Industrial & Logistics and
Residential sites.
|
|
Further information on The Harworth Way and the
Group's NZC pathway can be found within the 2023 Annual Report and
standalone 2023 NZC Pathway Progress Report, which were both
published in April 2024.
|
|
Financial Review
|
For the six months ended 30 June 2024
|
|
Overview
|
|
Our first half financial performance delivered a
Total Return (the movement in EPRA NDV(10) plus
dividends per share paid in the period expressed as a percentage of
opening EPRA NDV per share) of 4.0% (H1 2023: 0.1%) demonstrating
continued consistent value creation. Positive revaluation gains
achieved across the portfolio, including the conditional sale at
Skelton Grange to Microsoft announced in June 2024 and planning
progress in the period, were partially offset by net operating
costs, interest costs, tax and dividends, driving EPRA NDV growth
to 212.3p per share (31 December 2023: 205.1p).
|
|
Sales of serviced land and property, in addition
to development management revenues and income from rent, royalties
and fees, resulted in Group revenue of £41.3 million during the
period (H1 2023: £18.2 million). Looking forward, the sales profile
is robust, with 145% of 2024 budgeted sales already completed,
exchanged or in heads of terms at the time of reporting (H1 2023:
98%).
|
|
Successful asset management initiatives on the
Investment Portfolio delivered a like-for-like increase in
annualised rental income of 2.4%.
|
|
The fair value of investment properties
increased by £26.7 million (H1 2023: £15.0 million increase), which
contributed to an underlying operating profit of £21.1 million (H1
2023: £8.0 million) and profit after tax of £14.8 million (H1 2023:
£2.8 million).
|
|
The Group has declared an interim dividend of
0.489p (H1 2023: 0.444p) per share, representing a 10% growth from
H1 2023, in line with our existing dividend policy.
|
|
BNP Paribas and Savills, our independent
valuers, completed a desktop valuation of our portfolio as at 30
June 2024, resulting in first half valuation gains(10)
of £46.6 million (H1 2023: £11.1 million gains), including the
movement in the market value of development properties. These gains
were the result of management actions including progress on
development sites, obtaining planning permissions, progressing
direct development schemes and asset management initiatives,
against the backdrop of a relatively stable market. However, the
revaluation gains were partially offset by continued increases in
costs to deliver our sites, predominantly driven by services
inflation. Beyond valuation movements, profits on sales, after
adjusting for selling costs and an increase in the estimate of
shared infrastructure costs attributable to prior period sales,
were £0.4 million (H1 2023: loss of £3.5 million) demonstrating
continued demand for sites in line with December 2023 book values.
This gave total value gains of £47.0 million (H1 2023: £7.5
million) in the period.
|
|
Over the period, net asset value grew to £650.0
million (31 December 2023: £637.7 million). With EPRA adjustments
for development property valuations included, EPRA NDV at 30 June
2024 increased to £687.0 million (31 December 2023: £662.9 million)
representing a per share increase of 3.5% to 212.3p (31 December
2023: 205.1p).
|
|
The Group remains well capitalised and as at 30
June 2024 had available liquidity of £154.2 million (31 December
2023: £192.2 million). Net debt was £80.5 million (31 December
2023: £36.4 million), reflecting the typical profile of higher
drawdowns mid-year, resulting in a net loan to portfolio value at
30 June 2024 of 9.8% (31 December 2023: 4.7%), well below our
maximum target of 20%. At period end, 25% of the Group's drawn debt
was subject to fixed rates (31 December 2023: 35%). We currently do
not have interest rate hedging in place against drawings under our
Revolving Credit Facility (RCF), although this continues to remain
under review.
|
|
(10)
|
A full description and
reconciliation of the APMs is included in Note 2 to the condensed
consolidated interim financial statements and the
appendix
|
|
|
Presentation of
financial information
|
|
As our property portfolio includes development
properties and joint venture arrangements, Alternative Performance
Measures (APMs) can provide valuable insight into our business
alongside statutory measures. In particular, revaluation gains on
development properties are not recognised in the Consolidated
Income Statement and the Balance Sheet. The APMs outlined below
measure movements in development property revaluations, overages
and joint ventures. We believe that these APMs assist in providing
stakeholders with additional useful disclosure on the underlying
trends, performance and position of the Group.
|
|
Our key APMs are:
|
|
·
|
Total Return: the movement in EPRA NDV plus
dividends per share paid in the period expressed as a percentage of
opening EPRA NDV per share.
|
·
|
EPRA NDV per share: EPRA NDV aims to represent
shareholder value under an orderly sale of the business, where
deferred tax, financial instruments and certain other adjustments
are calculated to the full extent of their liability net of any
resulting tax. EPRA NDV per share is EPRA NDV divided by the number
of shares in issue at the end of the period (less shares held by
the Employee Benefit Trust or Equiniti Share Plan Trustees Limited
to satisfy Restricted Share Plan and Share Incentive Plan
awards.)
|
·
|
Value gains: the realised profits from the sales
of properties and unrealised profits from property valuation
movements including joint ventures, and the mark-to-market movement
on development properties and overages.
|
·
|
Net loan to portfolio value: Group debt net of
cash held expressed as a percentage of portfolio value.
|
|
|
A full description of all non-statutory measures
and reconciliations between all statutory and non-statutory
measures are provided in Note 2 to the condensed consolidated
interim financial statements and the appendix.
|
|
Our financial reporting is aligned to our
business units of Capital Growth and Income Generation, with items
which are not directly allocated to specific business activities
held centrally and presented separately.
|
|
Income
statement
|
|
|
H1 2024
|
H1
2023
|
|
Capital
growth
£m
|
Income
generation
£m
|
Central
overheads
£m
|
Total
£m
|
Capital
growth
£m
|
Income
generation
£m
|
Central
overheads
£m
|
Total
£m
|
Revenue
|
31.1
|
10.3
|
-
|
41.3
|
4.3
|
13.9
|
-
|
18.2
|
Cost of
sales
|
(31.5)
|
(2.6)
|
-
|
(34.1)
|
(6.1)
|
(3.5)
|
-
|
(9.6)
|
Gross
profit
|
(0.5)
|
7.7
|
-
|
7.2
|
(1.8)
|
10.4
|
-
|
8.6
|
Administrative expenses
|
(3.2)
|
(1.4)
|
(12.2)
|
(16.8)
|
(2.2)
|
(2.3)
|
(9.8)
|
(14.3)
|
Other
gains
|
23.2
|
7.5
|
-
|
30.7
|
12.5
|
1.3
|
-
|
13.8
|
Operating
profit/(loss)
|
19.6
|
13.8
|
(12.3)
|
21.1
|
8.5
|
9.4
|
(9.8)
|
8.0
|
Share of
(loss)/profit of JVs
|
(0.7)
|
1.1
|
-
|
0.4
|
(0.9)
|
0.1
|
-
|
(0.8)
|
Net
interest credit/(expense)
|
0.7
|
-
|
(3.5)
|
(2.8)
|
0.3
|
-
|
(3.1)
|
(2.8)
|
Profit/(loss) before
tax
|
19.6
|
14.9
|
(15.8)
|
18.7
|
7.9
|
9.5
|
(12.9)
|
4.5
|
Tax
charge
|
-
|
-
|
(3.9)
|
(3.9)
|
-
|
-
|
(1.6)
|
(1.6)
|
Profit/(loss) after
tax
|
19.6
|
14.9
|
(19.7)
|
14.8
|
7.9
|
9.5
|
(14.5)
|
2.8
|
|
|
Note: There are minor differences on some totals due to
roundings.
|
|
Capital Growth revenue, which primarily relates
to the sale of development properties, increased during the period
as a result of the serviced land sales at Ironbridge, Simpson Park
and Waverley. Where consideration relating to development property
sales is deferred, a reduction to revenue is made to reflect the
imputed interest element, with revenue recognised as interest
income in future periods; this resulted in a £2.0 million downward
adjustment to revenue during this period (H1 2023: £nil). H1 2024
also saw revenues generated from build-to-suit development of £6.9
million (H1 2023: £nil).
|
|
Revenue from the Income Generation portfolio
(the Investment Portfolio, Natural Resources and Agriculture)
mainly comprises property rental and royalty income. At £10.3
million it was lower than the same period in the prior year (H1
2023: £13.9 million), reflecting the full period impact of
successful Investment Portfolio sales during 2023. Revenue from the
Income Generation portfolio for the first half included the impact
of new lettings related to direct development and asset management
initiatives, as well as royalties from energy assets. Rental income
from the Investment Portfolio increased on an annualised basis from
£14.1 million at 31 December 2023 to £14.4 million, reflecting
asset management initiatives across the portfolio. On a like for
like basis, rent grew by 2.4%.
|
|
Cost of sales comprises the inventory cost of
development property sales and both the direct and recoverable
service charge costs of the Income Generation business. Cost of
sales increased to £34.1 million (H1 2023: £9.6 million), of which
£24.8 million related to the inventory cost of development property
sales (H1 2023: £5.3 million). H1 2024 also included additional
costs related to build-to-suit development. In the period, we saw a
small decrease in the net realisable value provision on development
properties of £0.7 million (H1 2023: £0.3 million increase)
following the valuation process as at 30 June 2024 which reflected
the impact of management actions across development
sites.
|
|
Administrative expenses increased in the period
by £2.4 million (H1 2023: £3.4 million increase). This included the
impact of increased employee numbers as well as the impact of
inflationary cost increases and costs incurred in relation to
strategic workstreams. Administrative expenses expressed as a
percentage of underlying revenue over the 12 months to 30 June 2024
was 21%, increasing from 14% for the 12 months to 30 June 2023,
reflecting the increases in costs as well as the timing of revenue
generating activity.
|
|
Other gains comprised a £26.5 million combined
net increase (H1 2023: £14.8 million) in the fair value of
investment properties and assets held for sale (AHFS) and profit on
sale of overages of £4.2 million (H1 2023: £nil) in addition to the
profit on sale of investment properties and AHFS of £0.1 million
including transaction fees (H1 2023: loss on sale of £1.1
million).
|
|
Non-statutory
value gains/(losses)
|
|
Value gains/(losses) are made up of
profit/(loss) on sale, revaluation gains/(losses) on investment
properties (including joint ventures), and revaluation
gains/(losses) on development properties, AHFS and overages. A
reconciliation between statutory and non-statutory value gains can
be found in the appendix to the condensed consolidated interim
financial statements.
|
|
H1 2024
|
H1 2023
|
30 June
2024
|
31 December
2023
|
Capital
growth
£m
|
Category
|
Profit/
(loss) on
sale
|
Reval. gains/
(losses)
|
Total
|
Profit
on sale
|
Reval.
gains/ (losses)
|
Total
|
Total
valuation
|
Total
valuation
|
Residential Major Developments
|
Development
|
0.3
|
9.2
|
9.5
|
(2.3)
|
(2.2)
|
(4.5)
|
220.2
|
210.5
|
Industrial & Logistics Major Developments
|
Mixed
|
(0.2)
|
6.7
|
6.5
|
(0.2)
|
(2.3)
|
(2.5)
|
162.1
|
136.0
|
Residential Strategic Land
|
Investment
|
0.2
|
3.3
|
3.5
|
(0.1)
|
3.3
|
3.2
|
55.7
|
51.6
|
Industrial & Logistics Strategic Land
|
Investment
|
0.2
|
18.6
|
18.8
|
-
|
9.9
|
9.9
|
123.6
|
105.9
|
|
|
|
H1 2024
|
H1 2023
|
30 June
2024
|
31 December
2023
|
Income
generation
£m
|
Category
|
Profit/
(loss) on
sale
|
Reval. gains/
(losses)
|
Total
|
Profit
on sale
|
Reval.
gains/ (losses)
|
Total
|
Total
valuation
|
Total
valuation
|
Investment Portfolio
|
Investment
|
-
|
8.2
|
8.2
|
(0.9)
|
2.5
|
1.6
|
231.2
|
221.4
|
Natural
Resources
|
Investment
|
-
|
0.2
|
0.2
|
-
|
(0.2)
|
(0.2)
|
21.1
|
21.6
|
Agricultural Land
|
Investment
|
(0.1)
|
0.4
|
0.3
|
-
|
0.1
|
0.1
|
7.9
|
21.1
|
|
|
Profit on sale of £0.4 million (H1 2023: £3.5
million loss), after adjusting for selling costs and an increase in
the estimate of shared infrastructure costs attributable to prior
period sales, reflected the completion of sales in line with
December 2023 book values. Revaluation gains were £46.6 million (H1
2023: £11.1 million) and are outlined in the table below.
|
|
|
H1 2024
£m
|
H1
2023
£m
|
Increase in fair value of investment
properties
|
26.7
|
15.0
|
Decrease in fair value of assets
held for sale
|
(0.2)
|
(0.2)
|
Movement in net realisable value
provision on development properties
|
(0.3)
|
(0.3)
|
Contribution to statutory operating profit
|
26.2
|
14.6
|
Share of profit/(loss) of joint
ventures
|
0.4
|
(0.8)
|
Unrealised gains/(losses) on
development properties and overages(11)
|
20.0
|
(2.7)
|
Total non-statutory revaluation gains
|
46.6
|
11.1
|
|
|
The principal revaluation gains and losses
across the divisions reflected the following:
|
|
Industrial &
Logistics
|
|
Against a relatively stable Industrial &
Logistics market during the first half of 2024, revaluation gains
were driven by management actions to progress strategies across
sites. This included progress on serviced land sales, most notably
exchanging contracts for the conditional sale at Skelton Grange to
Microsoft, as well as significant planning progress in the period
with permission achieved for 1.8 million sq. ft. alongside new
draft allocations or allocations in local plans for 5.7 million sq.
ft. Occupier demand remained resilient and market rents across our
sites were up. Costs of construction increases over the period
continued to impact gains, but at a lower rate compared to 2023
with the highest increases predominantly relating to professional
service costs. Combined, this resulted in revaluation gains of
£25.3 million across Industrial & Logistics Major Developments
and Strategic Land (H1 2023: £7.6 million).
|
|
Investment Portfolio gains of £8.2 million (H1
2023: £2.5 million) reflected the impact of our management actions
such as new leases on recently completed direct development
alongside the impact of market rental growth. Overall, these
impacts resulted in the net initial yield increasing 20 bps to 5.9%
from 5.7% as at 31 December 2023. The equivalent yield decreased
from 7.1% to 7.0%.
|
|
Residential
|
|
Residential land sales continued to demonstrate
demand for our serviced land product and underpinned valuations
with our Residential Major Developments realising gains of £9.2
million (H1 2023: losses of £2.2 million). The Residential market
has seen some mild improvement with Nationwide reporting UK
annualised price increases of 1.5% for the 12 months to June with
the Northern England markets in which Harworth operates showing
higher growth supported by higher affordability. Supply of
high-quality serviced land remains constrained with demand growing
from a range of housebuilders. As we saw with Industrial &
Logistics development sites, costs of construction increased over
the period, predominantly related to professional services costs,
partly offsetting the impact of positive house price movements and
demand for land.
|
|
Residential strategic land gains of £3.3 million
(H1 2023: £3.3 million) reflected planning progress on sites with
new draft allocations or allocations in local plans for 2,875 plots
achieved during the period.
|
|
Natural Resources
|
|
Valuations remained broadly consistent during
the period.
|
|
Agricultural
|
|
We experienced a small valuation increase on
retained properties as a result of improving agricultural land
prices. The reduction in the portfolio value from 31 December 2023
reflects a £13.3 million sale, in line with book value.
|
|
Net
realisable value provision
|
|
The net realisable value provision on
development properties as at 30 June 2024 was £13.4 million (31
December 2023: £14.1 million). This provision is held to reduce the
value of seven development properties from their deemed cost (the
fair value at which they were transferred from an investment to a
development categorisation) to their net realisable value at 30
June 2024. The transfer from investment to development property
takes place once planning is secured and development with a view to
sale has commenced.
|
|
(11)
|
A full description and
reconciliation of the APMs is included in Note 2 to the condensed
consolidated interim financial statements and the
appendix
|
|
|
Cash and
sales
|
|
The Group made property sales(12) in
the period of £41.7 million (H1 2023: £56.2 million), realising a
total profit on sale of £0.4 million (H1 2023: loss of £3.5
million). Sales comprised residential development sales of £24.0
million (H1 2023: £4.0 million) and receipts through overages of
£4.2 million (H1 2023: £nil). Disposals of income-generating sites
where value has already been maximised through asset management
initiatives were £13.3 million (H1 2023: £52.2 million).
|
|
Cash proceeds from sales in the period were
£30.0 million (H1 2023: £58.2 million) as shown in the table
below:
|
|
|
H1 2024
£m
|
H1
2023
£m
|
Total property
sales(12)
|
41.7
|
56.2
|
Less deferred consideration on sales
in the period
|
(13.6)
|
(1.0)
|
Add receipt of deferred
consideration from sales in prior years
|
1.9
|
3.0
|
Total cash proceeds
|
30.0
|
58.2
|
|
|
(12)
|
A full description and
reconciliation of the APMs is included in Note 2 to the condensed
consolidated interim financial statements and the
appendix
|
|
|
Tax
|
|
The income statement charge for taxation for the
period was £3.9 million (H1 2023: £1.6 million), which comprised a
current year tax charge of £nil (H1 2023: £0.3 million) and a
deferred tax charge of £3.9 million (H1 2023: £1.3
million).
|
|
The current tax charge reflects the timing of
sales activity, coupled with administrative costs and interest
offsetting trading profits during the period. The increase in
deferred tax largely relates to unrealised gains on investment
properties. The deferred tax balance has been calculated based on
the rate expected to apply on the date the liability is reversed.
|
|
At 30 June 2024, the Group had deferred tax
liabilities of £37.0 million (31 December 2023: £30.6 million) and
deferred tax assets of £3.3 million (31 December 2023: £0.5
million). The net deferred tax liability was £33.7 million (31
December 2023: £30.1 million).
|
|
Basic earnings
per share and dividends
|
|
Basic earnings per share for the period
increased to 4.6p (H1 2023: 0.9p) reflecting valuation gains on the
land and property portfolio in H1 2024, as well as increased
revenue from land sales compared to H1 2023.
|
|
The Board has determined to pay an interim
dividend of 0.489p (H1 2023: 0.444p) per share, an increase of 10%
in line with the Group's policy.
|
|
Property
categorisation
|
|
Until sites receive planning permission and
their future use has been determined, our view is that the land is
held for a currently undetermined future use and should, therefore,
be held as investment property. We categorise properties and land
that have received planning permission, and where development with
a view to sale has commenced, as development
properties.
|
|
As at 30 June 2024, the balance sheet value of
all our development properties was £250.5 million (31 December
2023: £250.0 million) and their independent valuation by BNP
Paribas was £294.5 million, reflecting a £44.0 million cumulative
uplift in value since they were classified as development
properties. In order to highlight the market value of development
properties, and overages, and to be consistent with how we state
our investment properties, we use EPRA NDV(13), which
includes the market value of development properties and overages
less notional deferred tax, as our primary net assets
metric.
|
|
(13)
|
A full description and
reconciliation of the APMs is included in Note 2 to the condensed
consolidated interim financial statements and the
appendix
|
|
|
Net asset
value
|
|
|
As at
30 June
2024
£m
|
As
at
30 June
2023
£m
|
As
at
31
December 2023
£m
|
Properties
|
772.5
|
700.3
|
734.8
|
Cash
|
9.2
|
8.5
|
27.2
|
Trade and
other receivables
|
68.9
|
57.3
|
48.6
|
Other
assets
|
15.9
|
14.2
|
13.8
|
Total
assets
|
866.5
|
780.3
|
824.4
|
Gross
borrowings
|
(89.7)
|
(72.1)
|
(63.6)
|
Deferred
tax liability
|
(33.7)
|
(25.5)
|
(30.1)
|
Other
liabilities
|
(93.1)
|
(79.6)
|
(93.0)
|
Statutory net
assets
|
650.0
|
603.1
|
637.7
|
Mark to
market value adjustment on development properties and overages less
notional deferred tax
|
37.0
|
28.1
|
25.2
|
EPRA
NDV(14)
|
687.0
|
631.2
|
662.9
|
Number of
shares in issue less Employee Benefit Trust & Equiniti Share
Plan Trustees Limited-held shares
|
323,592,468
|
322,612,685
|
323,154,373
|
EPRA NDV per
share(14)
|
212.3p
|
195.7p
|
205.1p
|
|
|
(14)
|
A full description and
reconciliation of the APMs is included in Note 2 to the condensed
consolidated interim financial statements and the
appendix
|
|
|
EPRA NDV(15) at 30 June 2024 was
£687.0 million (31 December 2023: £662.9 million), which includes
the mark-to-market adjustment on the value of the development
properties and overages. The total portfolio value as at 30 June
2024 was £821.9 million, an increase of £53.7 million from 31
December 2023. The Group's share of profits from joint ventures of
£0.4 million (H1 2023: £0.8 million loss) resulted in investments
in joint ventures increasing to £32.3 million (31 December 2023:
£30.7 million). Trade and other receivables include deferred
consideration on sales as set out previously. At 30 June 2024,
deferred consideration of £41.7 million was outstanding (31
December 2023: £28.1 million), of which 39% is due within one year.
|
|
The table below sets out ten of our key
sites:
|
|
Site
|
Site type
|
Categorisation in balance
sheet
|
Region
|
Progress
|
Skelton
Grange
|
Major Development /
Strategic Land
|
Development
|
Yorkshire &
Central
|
1.1m sq. ft of
Industrial & Logistics space consented and conditionally
exchanged with Microsoft
|
Waverley
AMP
|
Investment Portfolio
/ Major Development
|
Investment
|
Yorkshire &
Central
|
2.1m sq. ft. of
Industrial & Logistics space consented, 1.7m built and retained
or sold, 0.4m under or pending construction
|
South East
Coalville
|
Major
Development
|
Development
|
Midlands
|
2,016 Residential
units consented, land sold representing 977 units
|
Benthall Grange,
Ironbridge
|
Major
Development
|
Development
|
Midlands
|
1,000 Residential
units consented, land sold representing 312 units, further enabling
works underway
|
Bardon
|
Investment
Portfolio
|
Investment
|
Midlands
|
N/A - property is
let
|
Nufarm
|
Investment
Portfolio
|
Investment
|
Yorkshire &
Central
|
N/A - property is
let
|
Ansty
|
Strategic
Land
|
Investment
|
Midlands
|
Proposed Industrial
& Logistics site, held under option by a 3rd party,
planning submitted
|
Chatterley
Valley
|
Major
Development
|
Development
|
North West
|
1.2m sq. ft. of
Industrial & Logistics space consented, enabling works
progressing
|
Wingates
|
Major Development /
Strategic Land
|
Investment
|
North West
|
Up to 1m sq. ft. of
Industrial & Logistics space consented on Phase 1 and enabling
works started, wider scheme allocated for commercial use under
Greater Manchester's Places for Everyone
|
Knowsley
|
Investment
Portfolio
|
Investment
|
North West
|
N/A - property is
let
|
|
|
(15)
|
A full description and
reconciliation of the APMs is included in Note 2 to the condensed
consolidated interim financial statements and the
appendix
|
|
|
Financing
strategy
|
|
Harworth's financing strategy is to remain
prudently geared. The core Income Generation portfolio provides a
recurring income source to service debt facilities and this is
supplemented by proceeds from sales. The Group has an established
sales track record that has been built up since re-listing in
2015.
|
|
To deliver its strategic plan, the Group has
adopted a target net loan to portfolio value(16) at
year-end of below 20%, with a maximum of 25% in-year. As a
principle, the Group will seek to maintain its cash flows in
balance by funding the majority of infrastructure expenditure
through disposal proceeds, while allowing for growth in the
portfolio.
|
|
The Group intends to continue to use development
and infrastructure loans alongside its RCF to support its growth
strategy.
|
|
(16)
|
A full description and
reconciliation of the APMs is included in Note 2 to the condensed
consolidated interim financial statements and the
appendix
|
|
|
Debt
facilities
|
|
The Group has a £200 million RCF, together with
a £40 million uncommitted accordion option, which was entered into
in 2022. The RCF is provided by NatWest, Santander and HSBC and is
aligned to the Group's strategy, providing significant liquidity
and flexibility to enable us to pursue our strategic ambitions. The
interest rate on the RCF is based on a loan-to-value ratchet
mechanism with a margin payable above SONIA in the range of 2.25%
to 2.50%. The Group has no major refinancing requirements until
2027.
|
|
As part of its funding structure, the Group also
uses infrastructure financing provided by public bodies and
site-specific direct development loans to promote the development
of major sites and bring forward the development of Industrial
& Logistics units.
|
|
The Group had borrowings and loans of £89.7
million at 30 June 2024 (31 December 2023: £63.6 million; 30 June
2023: £72.1 million), being the RCF drawn balance (net of
capitalised loan fees) of £54.0 million (31 December 2023: £33.8
million; 30 June 2023: £43.7 million) and infrastructure or direct
development loans (net of capitalised loan fees) of £35.7 million
(31 December 2023: £29.7 million; 30 June 2023: £28.4 million). The
Group's cash balances at 30 June 2024 were £9.2 million (31
December 2023: £27.2 million; 30 June 2023: £8.5 million). The
resulting net debt was £80.5 million (31 December 2023: £36.4
million; 30 June 2023: £63.7 million).
|
|
Net debt(17) increased with property
expenditure, acquisitions and operating costs partly offset by the
completion of serviced land and property sales. The movements in
net debt over the period are shown below:
|
|
|
H1 2024
£m
|
H1
2023
£m
|
Opening net debt as at 1 January
|
(36.4)
|
(48.4)
|
Cash outflow from
operations
|
(32.8)
|
(22.4)
|
Property expenditure and
acquisitions
|
(21.1)
|
(28.8)
|
Disposal of investment property,
AHFS and overages
|
17.5
|
50.5
|
Net investment in joint
ventures
|
(1.2)
|
-
|
Interest and loan arrangement
fees
|
(2.2)
|
(2.1)
|
Dividends paid
|
(3.3)
|
(3.0)
|
Tax paid
|
(0.2)
|
(8.5)
|
Other cash and non-cash
movements
|
(0.8)
|
(1.0)
|
Closing net debt as at 30 June
|
(80.5)
|
(63.7)
|
|
|
The weighted average cost of the Group's debt,
using the average debt balance in the preceding 12 months and the
average rates as at 30 June 2024, was 6.94% with a 0.9%
non-utilisation fee on undrawn RCF amounts (31 December 2023: 6.88%
with a 0.9% non-utilisation fee; 30 June 2023: 6.19% with a 0.9%
non-utilisation fee). The weighted average term of drawn debt is
now 2.4 years (31 December 2023: 2.9 years; 30 June 2023: 2.9
years).
|
|
The Group's hedging strategy to manage its
exposure to interest rate risk is to hedge the lower of around half
its average debt during the year or its net debt(17)
balance at year-end. At 30 June 2024, 25% (31 December 2023: 35%)
of the Group's drawn debt, reflecting 27% of net debt (31 December
2023: 62%), was subject to fixed rate interest rates with no
hedging instruments in place on the remaining floating rate debt.
Projected drawn debt and hedging requirements remain under active
review with any new hedging to be aligned to future net debt
requirements.
|
|
As at 30 June 2024, the Group's gross loan to
portfolio value(17) was 10.9% (31 December 2023: 8.3%;
30 June 2023: 9.8%) and its net loan to portfolio value was 9.8%
(31 December 2023: 4.7%; 30 June 2023: 8.6%). If gearing is
assessed against the value of the core Income Generation Portfolio
(the Investment Portfolio and Natural Resources portfolio) only,
this equates to a gross loan to core Income Generation portfolio
value of 38.3% (31 December 2023: 27.9%; 30 June 2023: 31.7%) and a
net loan to core Income Generation portfolio value of 34.4% (31
December 2023: 15.9%; 30 June 2023: 28.0%). Under the RCF, the
Group could withstand a material fall in portfolio value, property
sales or rental income before reaching covenant levels.
|
|
At 30 June 2024, undrawn capacity under the RCF
was £145.0 million (31 December 2023: £165.0 million; 30 June 2023:
£155.0 million). Going forwards, the RCF, alongside selected use of
infrastructure loans where appropriate, will continue to provide
the Group with sufficient liquidity to execute our growth
strategy.
|
|
(17)
|
A full description and
reconciliation of the APMs is included in Note 2 to the condensed
consolidated interim financial statements and the
appendix
|
|
|
Kitty
Patmore
|
Chief Financial Officer
|
12 September 2024
|
|
Appendix 1: Supplementary operational
information
|
|
1.1 Top
Industrial & Logistics sites (as at 30 June
2024)
|
|
Name
|
Location
|
Sold or developed / consented /
non-consented
(m sq. ft.)
|
Total development at completion (m sq.
ft)
|
Estimated potential
GDV
(£m)
|
Forecast completion
date
|
Skelton
|
Leeds, West
Yorkshire
|
0.0m / 1.1m /
0.3m
|
1.4m
|
Confidential
|
to 2027
|
AMP
|
Rotherham, South
Yorkshire
|
1.7m / 0.4m /
0.0m
|
2.1m
|
£55m -
£65m
|
to 2027
|
Chatterley
Valley
|
Stoke-on-Trent,
Staffordshire
|
0.0m / 1.2m /
0.0m
|
1.2m
|
£150m -
£160m
|
to 2027
|
Gascoigne
Wood
|
Sherburn-in-Elmet,
North Yorkshire
|
0.0m / 1.5m /
0.5m
|
2.0m
|
£190m -
£200m
|
to 2028
|
Rothwell
|
Rothwell,
Northamptonshire
|
0.0m / 0.0m /
1.8m
|
1.8m
|
£290m -
£310m
|
to 2028
|
Wingates
|
Bolton, Greater
Manchester
|
0.0m / 1.0m /
1.5m
|
2.5m
|
£320m -
£370m
|
to 2030
|
Junction 15,
M1
|
Northampton,
Northamptonshire
|
0.0m / 0.0m /
1.6m
|
1.6m
|
£235m -
£260m
|
to 2030
|
Gateway 36
|
Barnsley, South
Yorkshire
|
0.4m / 0.6m /
0.5m
|
1.5m
|
£130m -
£150m
|
to 2033
|
Northern
Gateway
|
Greater
Manchester
|
0.0m / 0.0m /
2.5m
|
2.5m
|
Confidential
|
2026 -
2035
|
North Yorks
Site
|
Selby, North
Yorkshire
|
0.0m / 0.0m /
3.0m
|
3.0m
|
£290m -
£340m
|
to 2040
|
|
|
1.2 Top
Residential sites (as at 30 June 2024)
|
|
Name
|
Location
|
Sold or developed / consented /
non-consented
(plots)
|
Total development at completion
(plots)
|
Forecast completion
date
|
Waverley
|
Rotherham, South
Yorkshire
|
2,578 /415 /
0
|
2,993
|
2025
|
Moss Nook
|
St Helens,
Merseyside
|
256 /660 /
0
|
916
|
2026
|
Simpson
Park
|
Harworth,
Nottinghamshire
|
733 / 731 /
0
|
1,464
|
2027
|
Thoresby
|
Edwinstowe, Newark
and Sherwood
|
650 / 150 /
190
|
990
|
2027
|
Pheasant Hill
Park
|
Doncaster, South
Yorkshire
|
645 / 555 /
206
|
1,406
|
2028
|
Benthall Grange,
Ironbridge
|
Ironbridge,
Shropshire
|
312 / 688 /
0
|
1,000
|
2030
|
South East
Coalville
|
Coalville,
Leicestershire
|
977 / 1,039 /
0
|
2,016
|
2031
|
Huyton
|
Knowsley,
Merseyside
|
0 / 0 /
1,500
|
1,500
|
2033
|
Diseworth
West
|
North West
Leicestershire
|
0 / 0 /
2,275
|
2,275
|
2035
|
Cinderhill
|
Denby,
Derbyshire
|
0 / 150 /
1,350
|
1,500
|
2039
|
|
|
Appendix 2: Key performance indicators
|
|
2.1
Financial track record
|
|
KPI
|
H1 2024
result
|
H1 2023
result
|
FY 2023
result
|
H1 2024 performance
commentary
|
|
|
|
|
|
Total Return (%)(18)
|
|
|
|
|
Growth in EPRA NDV during the year
in addition to dividends paid, as a proportion of EPRA NDV at the
beginning of the year.
|
4.0%
|
0.1%
|
5.1%
|
Our total return of 4.0% was the
result of a 3.5% increase in EPRA NDV during the year, as well as
the payment of a 1.022p dividend.
|
|
|
|
|
|
EPRA Net Disposal Value ('NDV') per
share(18)
|
|
|
|
|
A European Public Real Estate
Association ("EPRA") metric that represents a net asset valuation
where development property is included at fair value rather than
cost and deferred tax, financial instruments and other adjustments
as set out in Note 2 and the appendix to the financial statements,
are calculated to the full extent of their liability.
|
212.3p
|
195.7p
|
205.1p
|
The increase was driven by
management actions, including progressing sales and planning
activity within a relatively stable market backdrop.
|
|
|
|
|
|
Net
asset value(18)
|
|
|
|
|
The value of our assets less the
value of our liabilities, based on IFRS measures, which excludes
the mark-to-market value of development properties.
|
£650.0
million
|
£603.1
million
|
£637.7
million
|
Net asset value increased as a
result of crystalising valuation gains in investment
properties.
|
|
|
|
|
|
Net
loan to portfolio value ('LTV')(18)
|
|
|
|
|
Net debt as a proportion of the
aggregate value of properties and investments.
|
9.8%
|
8.6%
|
4.7%
|
Our LTV increased during the period
in line with the timing of development and sales activity, with LTV
remaining well within our target of less than 25% within year as we
continued to manage carefully our levels of net debt.
|
|
|
(18)
|
A full description and
reconciliation of the APMs is included in Note 2 to the condensed
consolidated interim financial statements and the
appendix
|
|
|
Principal risks and uncertainties
|
|
A detailed explanation of the Group's risk
management framework, the principal risks and uncertainties
affecting the Group and the steps it takes to mitigate these risks,
can be found on pages 48 to 60 of the Annual Report and Financial
Statements for the year ended 31 December 2023 (the "2023 Annual
Report"), available at harworthgroup.com/investors/.
|
|
The Board has assessed the principal and
emerging risks facing the Group and considers that there have been
no material changes to the risks set out in the 2023 Annual
Report.
|
|
In light of the recent change in the UK
Government and political landscape, though changes are not expected
in the short term, the Board is closely monitoring the following
principal risks: Planning, Statutory costs of development,
Residential and Commercial markets, and Availability of and
competition for strategic sites. A detailed update on all principal
risks will be provided in the Annual Report and Financial
Statements for the year ending 31 December 2024.
|
|
Directors' Responsibilities statement
|
For the six months ended 30 June 2024
|
|
The Directors who held office at the date of
approval of these Financial Statements confirm that to the best of
their knowledge:
|
|
1.
|
the Condensed Consolidated Interim Financial
Statements have been prepared in accordance with the Disclosure
Guidance and Transparency Rules of the Financial Conduct Authority
and in accordance with IAS 34 'Interim Financial Reporting' as
contained in UK-adopted international accounting standards;
and
|
|
|
2.
|
the Interim Management Report includes a fair
review of the information required by:
|
|
|
(a)
|
Rule 4.2.7R of the Disclosure and Transparency
Rules, being an indication of important events that have occurred
during the six months ended 30 June 2024 and their impact on the
Condensed Consolidated Interim Financial Statements, and a
description of the principal risks and uncertainties for the
remaining six months of the financial year; and
|
|
|
(b)
|
Rule 4.2.8R of the Disclosure and Transparency
Rules, being related party transactions that have taken place in
the six months ended 30 June 2024 and that have materially affected
the financial position or performance of the Group during that
period, and any changes in the related party transactions described
in the last Annual Report and Financial Statements that could do
so.
|
|
|
|
|
|
The Directors who served during the six months
ended 30 June 2024 were as follows:
|
|
Alastair Lyons
|
Chair
|
Lynda Shillaw
|
Chief
Executive
|
Katerina Patmore
|
Chief Financial Officer
|
Angela Bromfield
|
Senior Independent Director
|
Ruth Cooke
|
Independent Non-Executive Director
|
Lisa Scenna
|
Independent Non-Executive Director
|
Patrick O'Donnell Bourke
|
Independent Non-Executive Director
|
Marzia Zafar
|
Independent Non-Executive Director
|
Steven Underwood
|
Non-Executive Director
|
Martyn Bowes
|
Non-Executive Director
|
|
|
By order of the Board
|
|
Kitty
Patmore
|
Chief Financial Officer
|
12 September 2024
|
|
Cautionary
statement
|
|
This report for the six months ended 30 June
2024 contains certain forward-looking statements with respect to
the Company's financial condition, results, operations and
business. These statements and forecasts involve risk and
uncertainty because they relate to events and depend upon
circumstances that will occur in the future. There are factors that
could cause actual results or developments to differ materially
from those expressed or implied by these forward-looking statements
and forecasts. Nothing in this report should be construed as a
profit forecast.
|
|
Directors'
liability
|
|
Neither the Company nor the Directors accept any
liability to any person in relation to this report for the six
months ended 30 June 2024 except to the extent that such liability
could arise under English law. Accordingly, any liability to a
person who has demonstrated reliance on any untrue or misleading
statement or omission shall be determined in accordance with
section 90A of the Financial Services and Markets Act
2000.
|
|
Shareholder information
|
|
Financial
calendar
|
|
Interim
results for the six months ended 30 June 2024
|
Announced
|
12 September 2024
|
Interim
dividend for the year ending 31 December 2024
|
Ex-dividend date
Record date
Payable
|
19 September 2024
20 September 2024
24 October 2024
|
Capital
Markets Day 2024
|
Scheduled
|
22 October 2024
|
Results
for the year ending 31 December 2024
|
Announced
|
March 2025
|
Annual
report and financial statements for the year ending 31 December
2024
|
Published
|
April 2025
|
2025
Annual General Meeting
|
Scheduled
|
May 2025
|
Final
dividend for the year ending 31 December 2024
|
Payable
|
June 2025
|
|
|
Registrars
|
|
All administrative enquiries relating to
shareholdings should, in the first instance, be directed to
Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99
6DA (telephone: 0371 384 2301) and should state clearly the
registered shareholder's name and address.
|
|
Dividend
mandate
|
|
Any shareholder wishing dividends to be paid
directly into a bank or building society should contact the
Registrars for a dividend mandate form. Dividends paid in this way
will be paid through the Bankers' Automated Clearing System
("BACS").
|
|
Shareview
service
|
|
The Shareview service from Equiniti allows
shareholders to manage their shareholding online. It gives
shareholders direct access to their data held on the share
register, including recent share movements and dividend details and
the ability to change their address or dividend payment
instructions online.
|
|
To visit the Shareview website, go to shareview.co.uk. There is no
charge to register but the 'shareholder reference' printed on proxy
forms or dividend stationery will be required.
|
|
Website
|
|
Harworth's website (harworthgroup.com) gives further
information on the Group. Detailed information for shareholders can
be found at harworthgroup.com/investors/.
|
|
Consolidated income statement
|
|
|
Note
|
Unaudited
6 months ended
30 June
2024
£'000
|
Unaudited
6 months
ended
30 June
2023
£'000
|
Audited
Year
ended
31 December
2023
£'000
|
Revenue
|
3
|
41,306
|
18,237
|
72,427
|
Cost of
sales
|
3
|
(34,110)
|
(9,609)
|
(60,077)
|
Gross
profit
|
3
|
7,196
|
8,628
|
12,350
|
Administrative expenses
|
3
|
(16,779)
|
(14,349)
|
(27,435)
|
Other
gains
|
3
|
30,736
|
13,774
|
69,426
|
Other
operating expenses
|
3
|
(44)
|
(45)
|
(112)
|
Operating
profit
|
3
|
21,109
|
8,008
|
54,229
|
Finance
costs
|
4
|
(3,614)
|
(3,105)
|
(6,421)
|
Finance
income
|
4
|
801
|
335
|
445
|
Share of
profit/(loss) of joint ventures (including impairment)
|
9
|
430
|
(773)
|
1,554
|
Profit before
tax
|
|
18,726
|
4,465
|
49,807
|
Tax
charge
|
5
|
(3,942)
|
(1,618)
|
(11,851)
|
Profit for the
period/year
|
|
14,784
|
2,847
|
37,956
|
|
|
|
|
|
Earnings per share from
operations
|
|
pence
|
pence
|
pence
|
Basic
|
7
|
4.6
|
0.9
|
11.8
|
Diluted
|
7
|
4.5
|
0.9
|
11.5
|
|
|
Notes 1
to 16 are an integral part of these condensed consolidated interim
financial statements.
|
|
All
activities are derived from continuing operations.
|
|
Consolidated statement of comprehensive
income
|
|
|
Unaudited
6 months ended
30 June
2024
£'000
|
Unaudited
6 months
ended
30 June
2023
£'000
|
Audited
Year
ended
31 December
2023
£'000
|
Profit for the
period/year
|
14,784
|
2,847
|
37,956
|
Other comprehensive
(expense)/income - items that will
not be reclassified to profit or loss:
|
|
|
|
Net
actuarial (loss)/gain in Blenkinsopp Pension scheme
|
(123)
|
86
|
(10)
|
Revaluation of Group occupied property
|
(300)
|
(67)
|
(167)
|
Deferred
tax on other comprehensive (expense)/income items
|
-
|
(22)
|
3
|
Total other comprehensive
expense
|
(423)
|
(3)
|
(174)
|
Total comprehensive income
for the period/year
|
14,361
|
2,844
|
37,782
|
|
|
Consolidated balance sheet
|
|
ASSETS
|
Note
|
Unaudited
As at
30 June
2024
£'000
|
Unaudited
As
at
30 June
2023
£'000
|
Audited
As
at
31 December
2023
£'000
|
Non-current
assets
|
|
|
|
|
Property,
plant and equipment
|
|
1,442
|
1,236
|
1,670
|
Right of
use assets
|
|
463
|
557
|
512
|
Trade and
other receivables
|
|
23,046
|
2,735
|
11,296
|
Investment properties
|
8
|
479,564
|
430,366
|
433,942
|
Investments in joint ventures
|
9
|
32,346
|
29,055
|
30,722
|
Retirement benefit asset
|
|
938
|
31
|
-
|
|
|
537,799
|
463,980
|
478,142
|
Current
assets
|
|
|
|
|
Inventories
|
10
|
264,721
|
231,304
|
263,073
|
Trade and
other receivables
|
|
47,324
|
54,538
|
37,289
|
Assets
held for sale
|
11
|
7,491
|
20,811
|
18,752
|
Cash
|
12
|
9,207
|
8,493
|
27,182
|
Current
tax asset
|
|
-
|
1,142
|
-
|
|
|
328,743
|
316,288
|
346,296
|
Total
assets
|
|
866,542
|
780,268
|
824,438
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
Current
liabilities
|
|
|
|
|
Borrowings
|
13
|
(35,708)
|
-
|
(29,744)
|
Trade and
other payables
|
|
(88,485)
|
(76,315)
|
(88,087)
|
Lease
liabilities
|
|
(176)
|
(152)
|
(158)
|
Current
tax liabilities
|
|
(2,406)
|
-
|
(2,643)
|
|
|
(126,775)
|
(76,467)
|
(120,632)
|
Net current
assets
|
|
201,968
|
239,821
|
225,664
|
Non-current
liabilities
|
|
|
|
|
Borrowings
|
13
|
(53,983)
|
(72,145)
|
(33,830)
|
Trade and
other payables
|
|
(1,673)
|
(2,733)
|
(1,757)
|
Lease
liabilities
|
|
(371)
|
(410)
|
(397)
|
Net
deferred tax liabilities
|
|
(33,748)
|
(25,460)
|
(30,089)
|
Retirement benefit obligations
|
|
-
|
-
|
(11)
|
|
|
(89,775)
|
(100,748)
|
(66,084)
|
Total
liabilities
|
|
(216,550)
|
(177,215)
|
(186,716)
|
Net assets
|
|
649,992
|
603,053
|
637,722
|
|
|
|
|
|
SHAREHOLDERS'
EQUITY
|
|
|
|
|
Called up
share capital
|
14
|
32,486
|
32,345
|
32,408
|
Share
premium account
|
|
25,112
|
24,688
|
25,034
|
Fair
value reserve
|
|
245,766
|
179,339
|
225,177
|
Capital
redemption reserve
|
|
257
|
257
|
257
|
Merger
reserve
|
|
45,667
|
45,667
|
45,667
|
Investment in own shares
|
|
(134)
|
(90)
|
(99)
|
Retained
earnings
|
|
286,054
|
318,000
|
271,322
|
Current
year profit
|
|
14,784
|
2,847
|
37,956
|
Total shareholders'
equity
|
|
649,992
|
603,053
|
637,722
|
|
|
Condensed consolidated statement of changes in shareholders'
equity
|
|
|
Called up share capital
£'000
|
Share
premium
account
£'000
|
Merger
reserve
£'000
|
Fair
value
reserve
£'000
|
Capital redemption
reserve
£'000
|
Investment in own
shares
£'000
|
Retained
earnings
£'000
|
Total
equity
£'000
|
Balance at 1 Jan
2023
|
32,305
|
24,688
|
45,667
|
174,520
|
257
|
(50)
|
325,277
|
602,664
|
Profit
for the six months to 30 June 2023
|
-
|
-
|
-
|
-
|
-
|
-
|
2,847
|
2,847
|
Fair
value gains
|
-
|
-
|
-
|
17,888
|
-
|
-
|
(17,888)
|
-
|
Transfer
of unrealised gains on disposal of investment property
|
-
|
-
|
-
|
(13,002)
|
-
|
-
|
13,002
|
-
|
Other comprehensive
(expense)/income:
|
|
|
|
|
|
|
|
|
Actuarial
gain in Blenkinsopp pension scheme
|
-
|
-
|
-
|
-
|
-
|
-
|
86
|
86
|
Revaluation of group occupied property
|
-
|
-
|
-
|
(67)
|
-
|
-
|
-
|
(67)
|
Fair
value of financial
instruments
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Deferred
tax on other comprehensive (expense)/income items
|
-
|
-
|
-
|
-
|
-
|
-
|
(22)
|
(22)
|
|
-
|
-
|
-
|
4,819
|
-
|
-
|
(1,975)
|
2,844
|
Transactions with
owners:
|
|
|
|
|
|
|
|
|
Purchase
of own shares
|
-
|
-
|
-
|
-
|
-
|
(40)
|
-
|
(40)
|
Share-based payments
|
-
|
-
|
-
|
-
|
-
|
-
|
546
|
546
|
Dividends
paid
|
-
|
-
|
-
|
-
|
-
|
-
|
(3,001)
|
(3,001)
|
Share
issue
|
40
|
-
|
-
|
-
|
-
|
-
|
-
|
40
|
Balance at 30 June 2023
(unaudited)
|
32,345
|
24,688
|
45,667
|
179,339
|
257
|
(90)
|
320,847
|
603,053
|
Profit
for the year to 31 December 2023
|
-
|
-
|
-
|
-
|
-
|
-
|
35,110
|
35,110
|
Fair
value gains
|
-
|
-
|
-
|
58,856
|
-
|
-
|
(58,856)
|
-
|
Transfer
of unrealised gains on disposal of investment property
|
-
|
-
|
-
|
(12,918)
|
-
|
-
|
12,918
|
-
|
Other comprehensive
(expense)/income:
|
|
|
|
|
|
|
|
|
Actuarial
loss in Blenkinsopp pension scheme
|
-
|
-
|
-
|
-
|
-
|
-
|
(96)
|
(96)
|
Revaluation of group occupied property
|
-
|
-
|
-
|
(100)
|
-
|
-
|
-
|
(100)
|
Deferred
tax on other comprehensive (expense)/income items
|
-
|
-
|
-
|
-
|
-
|
-
|
25
|
25
|
|
-
|
-
|
-
|
45,838
|
-
|
-
|
(10,899)
|
34,939
|
Transactions with
owners:
|
|
|
|
|
|
|
|
-
|
Purchase
of own shares
|
-
|
-
|
-
|
-
|
-
|
(9)
|
-
|
(9)
|
Share-based payments
|
-
|
-
|
-
|
-
|
-
|
-
|
768
|
768
|
Dividends
paid
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,437)
|
(1,437)
|
Share
issue
|
63
|
346
|
-
|
-
|
-
|
-
|
-
|
409
|
Balance at 31 December
2023
|
32,408
|
25,034
|
45,667
|
225,177
|
257
|
(99)
|
309,278
|
637,722
|
Profit
for the six months to 30 June 2024
|
-
|
-
|
-
|
-
|
-
|
-
|
14,784
|
14,784
|
Fair
value gains
|
-
|
-
|
-
|
28,770
|
-
|
-
|
(28,770)
|
-
|
Transfer
of unrealised gains on disposal of investment property
|
-
|
-
|
-
|
(7,881)
|
-
|
-
|
7,881
|
-
|
Other comprehensive
(expense)/income:
|
|
|
|
|
|
|
|
|
Actuarial
loss in Blenkinsopp pension scheme
|
-
|
-
|
-
|
-
|
-
|
-
|
(123)
|
(123)
|
Revaluation of group occupied property
|
-
|
-
|
-
|
(300)
|
-
|
-
|
-
|
(300)
|
|
-
|
-
|
-
|
20,589
|
-
|
-
|
(6,228)
|
14,361
|
Transactions with
owners:
|
|
|
|
|
|
|
|
|
Purchase
of own shares
|
-
|
-
|
-
|
-
|
-
|
(35)
|
-
|
(35)
|
Share-based payments
|
-
|
-
|
-
|
-
|
-
|
-
|
1,099
|
1,099
|
Dividends
paid
|
-
|
-
|
-
|
-
|
-
|
-
|
(3,311)
|
(3,311)
|
Share
issue
|
78
|
78
|
-
|
-
|
-
|
-
|
-
|
156
|
Balance at 30 June 2024
(unaudited)
|
32,486
|
25,112
|
45,667
|
245,766
|
257
|
(134)
|
300,838
|
649,992
|
|
|
Consolidated statement of cash flows
|
|
|
Unaudited
6 months ended
30 June
2024
£'000
|
Unaudited
6 months
ended
30
June
2023
£'000
|
Audited
year
ended
31
December 2023
£'000
|
Cash flows from operating
activities
|
|
|
|
Profit
before tax for the period/year
|
18,726
|
4,465
|
49,807
|
Net
finance costs
|
2,813
|
2,770
|
5,976
|
Other
gains
|
(30,736)
|
(13,774)
|
(69,426)
|
Share of
(profit)/loss of joint ventures (including impairment)
|
(430)
|
773
|
(1,554)
|
Share-based transactions(19)
|
1,114
|
533
|
1,404
|
Depreciation of property, plant and equipment and right of
use assets
|
188
|
112
|
282
|
Pension
contributions in excess of charge
|
(1,072)
|
(59)
|
(113)
|
Operating cash outflows
before movements in working capital
|
(9,397)
|
(5,180)
|
(13,624)
|
(Increase)/decrease in inventories
|
(1,648)
|
(15,311)
|
5,186
|
(Increase)/decrease in receivables
|
(21,785)
|
3,397
|
18,868
|
Increase/(decrease) in payables
|
50
|
(5,325)
|
6,937
|
Cash generated (used
in)/generated from operations
|
(32,780)
|
(22,419)
|
17,367
|
Interest
paid
|
(2,055)
|
(2,065)
|
(4,302)
|
Corporation tax paid
|
(236)
|
(8,462)
|
(10,212)
|
Cash (used in)/generated
from operating activities
|
(35,071)
|
(32,946)
|
2,853
|
Cash flows from investing
activities
|
|
|
|
Interest
received
|
801
|
335
|
445
|
Investment in joint ventures
|
(2,422)
|
-
|
(250)
|
Distribution from joint ventures
|
1,228
|
-
|
911
|
Net
proceeds from disposal of Investment Property, AHFS and
overages
|
17,517
|
50,506
|
69,568
|
Property
acquisitions
|
(2,649)
|
(12,019)
|
(19,046)
|
Expenditure on investment properties and AHFS
|
(18,491)
|
(16,801)
|
(35,808)
|
Expenditure on property, plant and equipment
|
(176)
|
(238)
|
(396)
|
Cash (used in)/generated
from investing activities
|
(4,192)
|
21,783
|
15,424
|
Cash flows from financing
activities
|
|
|
|
Net
proceeds from issue of ordinary shares
|
87
|
-
|
400
|
Proceeds
from other loans
|
5,510
|
5,309
|
5,939
|
Repayment
of other loans
|
(852)
|
(3,116)
|
(3,299)
|
Proceeds
from bank loans
|
40,000
|
20,000
|
45,000
|
Repayment
of bank loans
|
(20,000)
|
(11,000)
|
(46,000)
|
Loan
arrangement fees
|
(101)
|
(66)
|
(162)
|
Payment
in respect of leases
|
(45)
|
(53)
|
(118)
|
Dividends
paid
|
(3,311)
|
(3,001)
|
(4,438)
|
Cash generated from/(used
in) financing activities
|
21,288
|
8,073
|
(2,678)
|
(Decrease)/increase in
cash
|
(17,975)
|
(3,090)
|
15,599
|
|
|
|
|
Cash as at beginning of
period/year
|
27,182
|
11,583
|
11,583
|
(Decrease)/increase in
cash
|
(17,975)
|
(3,090)
|
15,599
|
Cash as at end of
period/year
|
9,207
|
8,493
|
27,182
|
|
|
(19)
|
Share-based transactions reflect the
non-cash expenses relating to share-based payments included within
the income statement
|
|
|
Notes to the condensed consolidated interim financial
statements
|
for the six months ended 30 June 2024
|
|
1. Accounting
policies
|
The principal accounting policies adopted in
the preparation of this condensed consolidated interim financial
information are set out below. These policies have been
consistently applied to all of the periods presented, unless
otherwise stated.
|
|
General information
|
Harworth Group plc (the "Company") is a company
limited by shares, incorporated and domiciled in the UK (England).
The address of its registered office is Advantage House, Poplar
Way, Catcliffe, Rotherham, South Yorkshire, S60 5TR.
|
|
The Company is a public company listed on the
London Stock Exchange.
|
|
The condensed consolidated interim financial
statements for the six months ended 30 June 2024 comprise the
accounts of the Company and its subsidiaries (together referred to
as the "Group").
|
|
These condensed consolidated interim financial
statements do not comprise statutory accounts within the meaning of
section 434 of the Companies Act 2006. The financial information
presented for the year ended 31 December 2023 is derived from the
statutory accounts for that year. Statutory accounts for the year
ended 31 December 2023 were approved by the Board of Directors on
18 March 2024 and delivered to the Registrar of Companies. The
report of the auditor on those accounts was unqualified, did not
contain an emphasis of matter paragraph and did not contain any
statement under section 498 of the Companies Act 2006.
|
|
The condensed consolidated interim financial
statements for the six months ended 30 June 2024, which have not
been audited, were approved by the Board on 9 September
2024.
|
|
Basis of preparation
|
These condensed consolidated interim financial
statements for the six months ended 30 June 2024 have been prepared
in accordance with the Disclosure Guidance and Transparency Rules
of the Financial Conduct Authority and in accordance with IAS 34
'Interim Financial Reporting' as contained in UK-adopted
international accounting standards.
|
|
These condensed consolidated interim financial
statements should be read in conjunction with the Group's annual
financial statements for the year ended 31 December 2023, which
were prepared in accordance with international accounting
standards in conformity with the requirements of the Companies Act
2006 and in accordance with UK adopted International Financial
Reporting Standards ("IFRS").
|
|
Going-concern basis
|
|
These condensed consolidated interim financial
statements are prepared on the basis that the Group is a going
concern. In forming its opinion as to going concern, the Company
prepares cash flow and banking covenant forecasts based upon
assumptions, with particular consideration to key risks and
uncertainties and the macro-economic environment as well as taking
into account available borrowing facilities. The going concern
period assessed is until December 2025 which is selected as it can
be projected with a reasonable degree of accuracy and covers a
complete period of reporting under the Group's RCF.
|
|
A key focus of the assessment of going concern
is the management of liquidity and compliance with borrowing
facilities for the period to December 2025. In 2022, a five year
£200 million RCF was agreed with HSBC, NatWest and Santander. The
RCF is aligned to the Group's strategy and provides significant
liquidity and flexibility to enable it to pursue its strategic
ambitions. The facility is subject to financial covenants,
including minimum interest cover, maximum infrastructure debt as a
percentage of property value and gearing, all of which are tested
through the going concern assessment undertaken. Available
liquidity, including cash and cash equivalents and bank facility
headroom, was £154.2 million as at 30 June 2024 (31 December 2023:
£192.2 million).
|
|
The Group benefits from diversification across
its Capital Growth and Income Generation businesses including its
industrial and renewable energy property portfolios. Taking into
account the independent desktop valuation carried out by BNP
Paribas and Savills as at 30 June 2024, the Group net
loan-to-portfolio value remains low at 9.8%, within the Board's
target range and with headroom to allow for any falls in property
values. Rent collection remained strong, with 98% collected for H1
2024.
|
|
In addition to the Company's base cashflow
forecast, a sensitised forecast was produced that reflected a
number of severe but plausible downsides. This downside included:
1) a severe reduction in sales; 2) notwithstanding strong rent
collection in line with previous quarters, a prudent material
increase in bad debts across the portfolio over the going concern
assessment period; 3) a decline in the value of land and investment
property values as a result of macro-economic conditions; and 4)
increases in overhead costs.
|
|
A scenario was also run which demonstrated that
very severe loss of revenue, valuation reductions and interest cost
increases would be required to breach cashflow and banking
covenants. The Directors consider this very severe scenario to be
remote. A scenario with consideration of potential climate change
and related transition impacts was also examined as part of the
Group's focus on climate-related risks and
opportunities.
|
|
Under each downside scenario, for the going
concern period to December 2025, the Group expects to continue to
have sufficient cash reserves to continue to operate with headroom
on lending facilities and associated covenants and has additional
mitigation measures within management's control, for example
reducing development and acquisition expenditure and reducing
operating costs, that could be deployed to create further cash and
covenant headroom.
|
|
Based on these considerations, together with
available market information and the Directors' knowledge and
experience of the Group's property portfolio and markets, the
Directors considered it appropriate to adopt a going concern basis
of accounting in the preparation of the Group's and Company's
financial statements.
|
|
Changes in accounting policy and
disclosures
|
|
(a) New standards, amendments and
interpretations
|
|
A number of new standards and amendments to
standards and interpretations are effective for annual periods
beginning on or after 1 January 2024. None of these have a
significant effect on the financial statements of the
Group.
|
|
(b) New
standards, amendments and interpretations not yet
adopted
|
|
A number of new standards and amendments to
standards and interpretations are effective for annual periods
beginning on or after 1 January 2025 and have not been applied in
preparing these financial statements. None of these are expected to
have a significant effect on the financial statements of the
Group.
|
|
Estimates and judgements
|
|
The preparation of the condensed consolidated
interim financial statements requires management to make
judgements, estimates and assumptions that affect the application
of accounting policies and the reported amounts of assets and
liabilities, income and expense. Actual results may differ from
these estimates.
|
|
In preparing these condensed consolidated
interim financial statements, the significant judgements made by
management in applying the Group's accounting policies and the key
sources of estimation uncertainty were the same as those that
applied in the consolidated financial statements for the year ended
31 December 2023.
|
|
2.
Alternative Performance Measures ("APMs")
|
|
Introduction
|
The Group has applied the December 2019 European
Securities and Markets Authority ("ESMA") guidance on APMs and the
November 2017 Financial Reporting Council ("FRC") corporate
thematic review of APMs in these results. An APM is a financial
measure of historical or future financial performance, position or
cash flows of the Group which is not a measure defined or specified
under IFRS.
|
|
Overview of use of APMs
|
The Directors believe that APMs assist in
providing additional useful information on the underlying trends,
performance and position of the Group. APMs assist stakeholder
users of the accounts, particularly equity and debt investors,
through the comparability of information. APMs are used by the
Directors and management, both internally and externally, for
performance analysis, strategic planning, reporting and
incentive-setting purposes.
|
|
APMs are not defined by IFRS and therefore may
not be directly comparable with other companies' APMs, including
peers in the real estate industry. APMs should be considered in
addition to, and are not intended to be a substitute for, or
superior to, IFRS measurements.
|
|
The
derivations of our APMs and their purpose
|
The primary differences between IFRS statutory amounts
and the APMs that we use are as follows:
|
|
1.
|
Capturing all sources of value creation - Under IFRS,
the revaluation movement in development properties which are held
in inventory is not included in the balance sheet. Also, overages
are not recognised in the balance sheet until they are highly
probable. These movements, which are verified by our independent
valuers BNP Paribas and Savills, are included within our APMs;
|
|
|
2.
|
Re-categorising income statement amounts - Under IFRS,
the grouping of amounts, particularly within gross profit and other
gains, does not clearly allow Harworth to demonstrate the value
creation through its business model. In particular, the statutory
grouping does not distinguish value gains (being realised profits
from the sales of properties and unrealised profits from property
value movements) from the ongoing profitability of the business
which is less susceptible to movements in the property cycle.
Finally, the Group includes profits from joint ventures
within its APMs as its joint ventures conduct similar operations to
Harworth, albeit in different ownership structures; and
|
|
|
3.
|
Comparability with industry peers - Harworth discloses
some APMs which are EPRA measures as these are a set of standard
disclosures for the property industry and thus aid comparability
for our stakeholder users.
|
|
|
Our
key APMs
|
The key APMs that the Group focuses on are as
follows:
|
|
·
|
Comparability with industry peers - Harworth discloses
some APMs which are EPRA measures as these are a set of standard
disclosures for the property industry and thus aid comparability
for our stakeholder users.
|
·
|
EPRA NDV per share - EPRA NDV aims to represent
shareholder value under an orderly sale of the business, where
deferred tax, financial instruments and certain other adjustments
are calculated to the full extent of their liability net of any
resulting tax. EPRA NDV per share is EPRA NDV divided by the number
of shares in issue at the end of the period, less shares held by
the Employee Benefit Trust or Equiniti Share Plan Trustees Limited
to satisfy Long Term Incentive Plan and Share Incentive Plan
awards
|
·
|
Value gains - These are the realised profits from the
sales of properties and unrealised profits from property value
movements including joint ventures and the mark to market movement
on development properties, AHFS and overages
|
·
|
Net loan to portfolio value ("LTV") - Group debt net
of cash and cash equivalents held expressed as a percentage of
portfolio value
|
|
|
3.
Segment information
|
|
Segmental Income Statement
|
|
Unaudited 6 months ended 30
June 2024
|
|
Capital
Growth
|
|
|
|
|
Sale of development
properties
|
Other property
activities
|
Income
Generation
|
Central
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Revenue (1)
|
24,006
|
7,047
|
10,253
|
-
|
41,306
|
Cost of sales
|
(24,080)
|
(7,474)
|
(2,556)
|
-
|
(34,110)
|
Gross profit (2)
|
(74)
|
(427)
|
7,697
|
-
|
7,196
|
Administrative expenses
|
-
|
(3,162)
|
(1,388)
|
(12,229)
|
(16,779)
|
Other gains (3)
|
-
|
23,243
|
7,493
|
-
|
30,736
|
Other operating expense
|
-
|
-
|
-
|
(44)
|
(44)
|
Operating
profit/(loss)
|
(74)
|
19,654
|
13,802
|
(12,273)
|
21,109
|
Finance
costs
|
-
|
(119)
|
-
|
(3,495)
|
(3,614)
|
Finance
income
|
-
|
799
|
-
|
2
|
801
|
Share of loss of joint ventures
|
-
|
(707)
|
1,137
|
-
|
430
|
Profit/(loss) before
tax
|
(74)
|
19,627
|
14,939
|
(15,766)
|
18,726
|
|
|
(1)
Revenue
|
|
|
|
|
|
Revenue is analysed as
follows:
|
|
|
|
|
|
Sale of development
properties
|
24,006
|
-
|
-
|
-
|
24,006
|
Development revenues
|
-
|
6,880
|
-
|
-
|
6,880
|
Rent, service charge and
royalties revenue
|
-
|
106
|
10,188
|
-
|
10,294
|
Other revenue
|
-
|
61
|
65
|
-
|
126
|
|
24,006
|
7,047
|
10,253
|
-
|
41,306
|
|
|
(2)
Gross
profit
|
|
|
|
|
|
Gross profit is analysed as
follows:
|
|
|
|
|
|
Gross
profit excluding sales of development properties
|
-
|
(427)
|
7,697
|
-
|
7,270
|
Gross
loss on sale of development properties
|
(801)
|
-
|
-
|
-
|
(801)
|
Net
realisable value provision on development properties
|
(4,303)
|
-
|
-
|
-
|
(4,303)
|
Reversal
of previous net realisable value provision on development
properties
|
4,009
|
-
|
-
|
-
|
4,009
|
Release
of previous net realisable value provision on disposal of
development properties
|
1,021
|
-
|
-
|
-
|
1,021
|
|
(74)
|
(427)
|
7,697
|
-
|
7,196
|
|
|
(3)
Other
gains
|
|
|
|
|
|
Other gains are analysed as
follows:
|
|
|
|
|
|
Increase in fair value
of investment
Properties
|
-
|
19,080
|
7,608
|
-
|
26,688
|
Decrease in the fair
value of AHFS
|
-
|
(200)
|
(16)
|
-
|
(216)
|
Loss on sale of
investment properties
|
-
|
(33)
|
-
|
-
|
(33)
|
Profit/(loss) on sale of AHFS
|
-
|
204
|
(99)
|
-
|
105
|
Profit on
sale of overages
|
-
|
4,192
|
-
|
-
|
4,192
|
|
-
|
23,243
|
7,493
|
-
|
30,736
|
|
|
Segmental Balance Sheet
|
|
Unaudited as at 30 June
2024
|
|
|
Capital
Growth
£'000
|
Income
Generation
£'000
|
Central
£'000
|
Total
£'000
|
Non-current
assets
|
|
|
|
|
|
Property,
plant and equipment
|
|
-
|
-
|
1,442
|
1,442
|
Right of
use assets
|
|
-
|
-
|
463
|
463
|
Other
receivables
|
|
23,046
|
-
|
-
|
23,046
|
Investment properties
|
|
238,385
|
241,179
|
-
|
479,564
|
Investments in joint ventures
|
|
18,318
|
14,028
|
-
|
32,346
|
Retirement benefit asset
|
|
-
|
-
|
938
|
938
|
|
|
279,749
|
255,207
|
2,843
|
537,799
|
Current
assets
|
|
|
|
|
|
Inventories
|
|
264,721
|
-
|
-
|
264,721
|
Trade and other receivables
|
|
31,479
|
14,678
|
1,167
|
47,324
|
AHFS
|
|
3,602
|
3,889
|
-
|
7,491
|
Cash and
cash equivalents
|
|
-
|
-
|
9,207
|
9,207
|
|
|
299,802
|
18,567
|
10,374
|
328,743
|
Total
assets
|
|
579,551
|
273,774
|
13,217
|
866,542
|
|
|
Financial liabilities and derivative
financial instruments are not allocated to the reporting segments
as they are managed and measured at a Group level.
|
|
Segmental Income Statement
|
|
Unaudited 6 months ended 30
June 2023
|
|
Capital
Growth
|
|
|
|
|
Sale of development
properties
|
Other property
activities
|
Income
Generation
|
Central
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Revenue (1)
|
4,025
|
283
|
13,929
|
-
|
18,237
|
Cost of sales
|
(5,644)
|
(479)
|
(3,486)
|
-
|
(9,609)
|
Gross profit (2)
|
(1,619)
|
(196)
|
10,443
|
-
|
8,628
|
Administrative expenses
|
-
|
(2,231)
|
(2,332)
|
(9,786)
|
(14,349)
|
Other gains (3)
|
-
|
12,502
|
1,272
|
-
|
13,774
|
Other operating expense
|
-
|
-
|
-
|
(45)
|
(45)
|
Operating
profit/(loss)
|
(1,619)
|
10,075
|
9,383
|
(9,831)
|
8,008
|
Finance
costs
|
-
|
33
|
-
|
(3,138)
|
(3,105)
|
Finance
income
|
-
|
333
|
2
|
-
|
335
|
Share of loss of joint ventures
|
-
|
(896)
|
123
|
-
|
(773)
|
Profit/(loss)
before
tax
|
(1,619)
|
9,545
|
9,508
|
(12,969)
|
4,465
|
|
|
(1)
Revenue
|
|
|
|
|
|
Revenue is analysed as
follows:
|
|
|
|
|
|
Sale of development
properties
|
4,025
|
-
|
-
|
-
|
4,025
|
Revenue from
PPAs
|
-
|
36
|
-
|
-
|
36
|
Rent, service charge and
royalties revenue
|
-
|
235
|
13,444
|
-
|
13,679
|
Other revenue
|
-
|
12
|
485
|
-
|
497
|
|
4,025
|
283
|
13,929
|
-
|
18,237
|
|
|
(2)
Gross
profit
|
|
|
|
|
|
Gross profit is analysed as
follows:
|
|
|
|
|
|
Gross
profit excluding sales of development properties
|
-
|
(196)
|
10,443
|
-
|
10,247
|
Gross
profit on sale of development properties
|
(1,344)
|
-
|
-
|
-
|
(1,344)
|
Net
realisable value provision on development properties
|
(1,019)
|
-
|
-
|
-
|
(1,019)
|
Reversal
of previous net realisable value provision on development
properties
|
744
|
-
|
-
|
-
|
744
|
|
(1,619)
|
(196)
|
10,443
|
-
|
8,628
|
|
|
(3)
Other
gains
|
|
|
|
|
|
Other gains are analysed as
follows:
|
|
|
|
|
|
Increase in fair value
of investment
Properties
|
-
|
12,726
|
2,279
|
-
|
15,005
|
Decrease in the fair
value of AHFS
|
-
|
(114)
|
(58)
|
-
|
(172)
|
Loss on sale of
investment properties
|
-
|
(110)
|
(317)
|
-
|
(427)
|
Loss on
sale of AHFS
|
-
|
-
|
(632)
|
-
|
(632)
|
|
-
|
12,502
|
1,272
|
-
|
13,774
|
|
|
Segmental Balance Sheet
|
|
Unaudited as at 30 June
2023
|
|
|
Capital
Growth
£'000
|
Income
Generation
£'000
|
Central
£'000
|
Total
£'000
|
Non-current
assets
|
|
|
|
|
|
Property,
plant and equipment
|
|
-
|
-
|
1,236
|
1,236
|
Right of
use assets
|
|
-
|
-
|
557
|
557
|
Trade and
other receivables
|
|
2,735
|
-
|
-
|
2,735
|
Investment properties
|
|
196,328
|
234,038
|
-
|
430,366
|
Investments in joint ventures
|
|
15,566
|
13,489
|
-
|
29,055
|
Retirement benefit asset
|
|
-
|
-
|
31
|
31
|
|
|
214,629
|
247,527
|
1,824
|
463,980
|
Current
assets
|
|
|
|
|
|
Inventories
|
|
231,304
|
-
|
-
|
231,304
|
Trade and other receivables
|
|
35,485
|
12,782
|
6,271
|
54,538
|
AHFS
|
|
2,514
|
18,297
|
-
|
20,811
|
Cash and
cash equivalents
|
|
-
|
-
|
8,493
|
8,493
|
Current
tax asset
|
|
-
|
-
|
1,142
|
1,142
|
|
|
269,303
|
31,079
|
15,906
|
316,288
|
Total
assets
|
|
483,932
|
278,606
|
17,730
|
780,268
|
|
|
Financial liabilities and derivative financial
instruments are not allocated to the reporting segments as they are
managed and measured at a Group level.
|
|
Segmental Income Statement
|
|
Audited year ended 31
December 2023
|
|
Capital
Growth
|
|
|
|
|
Sale of development
properties
|
Other property
activities
|
Income
Generation
|
Central
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Revenue (1)
|
46,731
|
2,286
|
23,410
|
-
|
72,427
|
Cost of sales
|
(51,709)
|
(2,340)
|
(6,028)
|
-
|
(60,077)
|
Gross profit (2)
|
(4,978)
|
(54)
|
17,382
|
-
|
12,350
|
Administrative expenses
|
-
|
(5,062)
|
(3,147)
|
(19,226)
|
(27,435)
|
Other gains (3)
|
-
|
65,066
|
4,360
|
-
|
69,426
|
Other operating expense
|
-
|
-
|
-
|
(112)
|
(112)
|
Operating
profit/(loss)
|
(4,978)
|
59,950
|
18,595
|
(19,338)
|
54,229
|
Finance
costs
|
-
|
-
|
-
|
(6,421)
|
(6,421)
|
Finance
income
|
-
|
438
|
7
|
-
|
445
|
Share of loss of joint ventures
|
-
|
892
|
662
|
-
|
1,554
|
Profit/(loss)
before
tax
|
(4,978)
|
61,280
|
19,264
|
(25,759)
|
49,807
|
|
|
(1)
Revenue
|
|
|
|
|
|
Revenue is analysed as
follows:
|
|
|
|
|
|
Sale of development
properties
|
46,731
|
-
|
-
|
-
|
46,731
|
Revenue from
PPAs
|
-
|
776
|
-
|
-
|
776
|
Build-to-suit
development revenue
|
-
|
956
|
-
|
-
|
956
|
Rent, service charge and
royalties revenue
|
-
|
340
|
22,657
|
-
|
22,997
|
Other revenue
|
-
|
214
|
753
|
-
|
967
|
|
46,731
|
2,286
|
23,410
|
-
|
72,427
|
|
|
(2)
Gross
profit
|
|
|
|
|
|
Gross profit is analysed as
follows:
|
|
|
|
|
|
Gross
profit excluding sales of development properties
|
-
|
(54)
|
17,382
|
-
|
17,328
|
Gross
profit on sale of development properties
|
(618)
|
-
|
-
|
-
|
(618)
|
Net
realisable value provision on development properties
|
(7,442)
|
-
|
-
|
-
|
(7,442)
|
Reversal
of previous net realisable value provision on development
properties
|
1,213
|
-
|
-
|
-
|
1,213
|
Release
of net realisable value provision on disposal of development
properties
|
1,869
|
-
|
-
|
-
|
1,869
|
|
(4,978)
|
(54)
|
17,382
|
-
|
12,350
|
|
|
(3)
Other
gains/(losses)
|
|
|
|
|
|
Other gains/(losses) are
analysed as follows:
|
|
|
|
|
|
Increase/(decrease) in
fair value of investment
properties
|
-
|
65,584
|
5,788
|
-
|
71,372
|
Decrease in the fair
value of AHFS
|
-
|
(114)
|
(158)
|
-
|
(272)
|
Profit on sale of
investment properties
|
-
|
(588)
|
(365)
|
-
|
(953)
|
(Loss)/profit on sale of AHFS
|
-
|
(134)
|
(1,006)
|
-
|
(1,140)
|
Profit on
sale of overages
|
-
|
318
|
101
|
-
|
419
|
|
-
|
65,066
|
4,360
|
-
|
69,426
|
|
|
Segmental Balance Sheet
|
|
Audited as at 31 December
2023
|
|
|
Capital
Growth
£'000
|
Income
Generation
£'000
|
Central
£'000
|
Total
£'000
|
Non-current
assets
|
|
|
|
|
|
Property,
plant and equipment
|
|
-
|
-
|
1,670
|
1,670
|
Right of
use assets
|
|
-
|
-
|
512
|
512
|
Other
receivables
|
|
11,296
|
-
|
-
|
11,296
|
Investment properties
|
|
199,216
|
234,726
|
-
|
433,942
|
Investments in joint ventures
|
|
17,604
|
13,118
|
-
|
30,722
|
|
|
228,116
|
247,844
|
2,182
|
478,142
|
Current
assets
|
|
|
|
|
|
Inventories
|
|
263,073
|
-
|
-
|
263,073
|
Trade and other receivables
|
|
23,967
|
11,300
|
2,022
|
37,289
|
AHFS
|
|
3,764
|
14,988
|
-
|
18,752
|
Cash and
cash equivalents
|
|
-
|
-
|
27,182
|
27,182
|
|
|
290,804
|
26,288
|
29,204
|
346,296
|
Total
assets
|
|
518,920
|
274,132
|
31,386
|
824,438
|
|
|
Financial liabilities and derivative financial
instruments are not allocated to the reporting segments as they are
managed and measured at a Group level.
|
|
4. Finance costs and
finance income
|
|
|
Unaudited
6 months ended
30 June
2024
£'000
|
Unaudited
6 months
ended
30
June
2023
£'000
|
Audited
year
ended
31
December 2023
£'000
|
Finance
costs
|
|
|
|
- Bank
interest
|
(1,208)
|
(1,294)
|
(2,778)
|
- Facility fees
|
(715)
|
(771)
|
(1,524)
|
- Amortisation of up-front fees
|
(383)
|
(331)
|
(671)
|
- Other
interest
|
(1,308)
|
(709)
|
(1,448)
|
|
(3,614)
|
(3,105)
|
(6,421)
|
Finance
income
|
801
|
335
|
445
|
Net finance
costs
|
(2,813)
|
(2,770)
|
(5,976)
|
|
|
5.
Tax
|
|
The Group calculates the period tax expense
using the tax rate that would be applicable to the expected total
annual earnings. The major components of tax expense in the
condensed interim consolidated income statement are:
|
|
|
Unaudited
6 months ended
30 June
2024
£'000
|
Unaudited
6 months
ended
30
June
2023
£'000
|
Audited
year
ended
31 December 2023
£'000
|
Tax
charges
|
|
|
|
Current
tax charge
|
-
|
307
|
5,842
|
Deferred
tax charge relating to origination and reversal of temporary
differences
|
3,942
|
1,311
|
6,009
|
Tax charge recognised in
income statement
|
3,942
|
1,618
|
11,851
|
|
|
The deferred tax charge largely relates to
unrealised gains on investment properties.
|
|
6.
Dividends
|
|
|
Unaudited
6 months ended
30 June
2024
£'000
|
Unaudited
6 months
ended
30
June
2023
£'000
|
Audited
year
ended
31
December 2023
£'000
|
Full year
dividend of 1.022p per share for the year ended 31 December
2023
|
3,311
|
-
|
-
|
Interim
dividend of 0.444p per share for the year ended 31 December
2023
|
-
|
-
|
1,437
|
Full year
dividend of 0.929p per share for the year ended 31 December
2022
|
-
|
3,001
|
3,001
|
|
3,311
|
3,001
|
4,438
|
|
|
The Board has determined that it is appropriate
for an interim dividend for the year ending 31 December 2024 to be
paid of 0.489p (H1 2023: 0.444p) per share, an increase of 10% in
line with the Group's policy.
|
|
There is no change to the current dividend
policy to continue to grow the dividends by 10% each
year.
|
|
7. Earnings per
share
|
|
Earnings per share has been calculated by
dividing the profit attributable to ordinary shareholders by the
weighted average number of shares in issue and ranking for dividend
during the period/year.
|
|
|
Unaudited
6 months ended
30 June
2024
|
Unaudited
6 months
ended
30
June
2023
|
Audited
year
ended
31
December 2023
|
Profit
from continuing operations attributable to ordinary shareholders
(£'000)
|
14,784
|
2,847
|
37,956
|
Weighted
average number of shares used for basic earnings per share
calculation
|
323,369,861
|
322,603,991
|
322,767,356
|
Basic earnings per share
(pence)
|
4.6
|
0.9
|
11.8
|
Weighted
average number of shares used for diluted earnings per share
calculation
|
330,745,233
|
328,033,119
|
328,653,655
|
Diluted earnings per share
(pence)
|
4.5
|
0.9
|
11.5
|
|
|
The difference between the weighted average
number of shares used for the basic and diluted earnings per share
calculation is due to the effect of share options that are
dilutive.
|
|
8. Investment properties
|
|
The Group holds five categories of investment
property being Agricultural Land, Natural Resources, the Investment
Portfolio, Major Developments and Strategic Land in the UK, which
sit within the operating segments of Income Generation and Capital
Growth.
|
|
|
Income
Generation
|
Capital
Growth
|
|
|
Agricultural
Land
£'000
|
Natural
Resources
£'000
|
Investment
Portfolio
£'000
|
Major
Developments
£'000
|
Strategic
Land
£'000
|
Total
£'000
|
At 1 January 2023
(audited)
|
5,694
|
19,726
|
210,407
|
44,244
|
120,292
|
400,363
|
Direct
acquisitions
|
655
|
-
|
-
|
-
|
10,401
|
11,056
|
Subsequent expenditure
|
-
|
29
|
293
|
12,759
|
3,647
|
16,728
|
Disposals
|
-
|
-
|
(11,136)
|
-
|
-
|
(11,136)
|
Increase/(decrease) in fair value
|
122
|
(242)
|
2,400
|
(1,050)
|
13,775
|
15,005
|
Transfers
between operating segments
|
-
|
-
|
8,140
|
(8,140)
|
-
|
-
|
Transfers
from development properties
|
-
|
-
|
-
|
400
|
-
|
400
|
Transfers
to property, plant and equipment
|
-
|
-
|
(500)
|
-
|
-
|
(500)
|
Transfer
to AHFS
|
-
|
-
|
(1,550)
|
-
|
-
|
(1,550)
|
At 30 June 2023
(unaudited)
|
6,471
|
19,513
|
208,054
|
48,213
|
148,115
|
430,366
|
Direct
acquisitions
|
-
|
-
|
-
|
-
|
5,428
|
5,428
|
Subsequent expenditure
|
45
|
1,321
|
384
|
9,345
|
7,911
|
19,006
|
Disposals
|
-
|
-
|
-
|
(788)
|
(7,041)
|
(7,829)
|
(Decrease)/increase in fair value
|
(6)
|
331
|
3,183
|
4,246
|
48,613
|
56,367
|
Transfers
between operating segments
|
-
|
-
|
10,411
|
(2,276)
|
(8,135)
|
-
|
Transfers
(to)/from development properties
|
-
|
-
|
-
|
(400)
|
(51,865)
|
(52,265)
|
Transfers
to property, plant and equipment
|
-
|
-
|
(467)
|
-
|
-
|
(467)
|
Transfer
to AHFS
|
-
|
(1,264)
|
(13,250)
|
-
|
(2,150)
|
(16,664)
|
At 31 December 2023
(audited)
|
6,510
|
19,901
|
208,315
|
58,340
|
140,876
|
433,942
|
Direct
acquisitions
|
-
|
-
|
-
|
-
|
2,649
|
2,649
|
Subsequent expenditure
|
-
|
559
|
452
|
16,768
|
673
|
18,452
|
Disposals
|
-
|
-
|
-
|
-
|
-
|
-
|
Increase
in fair value
|
364
|
170
|
7,075
|
(3,023)
|
22,102
|
26,688
|
Transfers
between operating segments
|
-
|
(1,285)
|
1,285
|
1,860
|
(1,860)
|
-
|
Transfer
to AHFS
|
-
|
(2,167)
|
-
|
-
|
-
|
(2,167)
|
At 30 June 2024
(unaudited)
|
6,874
|
17,178
|
217,127
|
73,945
|
164,440
|
479,564
|
|
|
Valuation process
|
|
The Directors' valuation as at 30 June 2024 was
based on a desktop valuation completed by BNP Paribas and Savills
on the portfolio of properties. BNP Paribas and Savills are
independent firms acting in the capacity of external valuers with
relevant experience of valuations of this nature.
|
|
9.
Investment in joint ventures
|
|
|
Unaudited
As at
30 June
2024
£'000
|
Unaudited
As
at
30
June
2023
£'000
|
Audited
As
at
31
December 2023
£'000
|
At 1
January
|
30,722
|
29,828
|
29,828
|
Investments in joint ventures
|
2,422
|
-
|
250
|
Distributions from joint ventures
|
(1,228)
|
-
|
(910)
|
Share of
profits/(losses) of joint ventures
|
430
|
(773)
|
1,554
|
At end of
period/year
|
32,346
|
29,055
|
30,722
|
|
|
10.
Inventories
|
|
|
Unaudited
As at
30 June
2024
£'000
|
Unaudited
As
at
30
June
2023
£'000
|
Audited
As
at
31
December 2023
£'000
|
Development properties
|
250,548
|
219,153
|
250,024
|
Planning
promotion agreements
|
4,354
|
3,581
|
3,805
|
Option
agreements
|
9,819
|
8,570
|
9,244
|
Total
inventories
|
264,721
|
231,304
|
263,073
|
|
|
The movement in
development properties is as follows:
|
|
|
Unaudited
6 months ended
30 June
2024
£'000
|
Unaudited
6 months
ended
30
June
2023
£'000
|
Audited
Year
ended
31
December 2023
£'000
|
At start
of period
|
250,024
|
204,952
|
204,952
|
Subsequent expenditure
|
13,639
|
17,436
|
32,417
|
Disposals
|
(13,842)
|
(2,560)
|
(34,850)
|
Net
realisable value release/(provision)
|
727
|
(275)
|
(4,360)
|
Net
transfer from/(to) investment properties
|
-
|
(400)
|
51,865
|
Total development
properties
|
250,548
|
219,153
|
250,024
|
|
|
The movement in net realisable value provision
was as follows:
|
|
|
Unaudited
6 months ended
30 June
2024
£'000
|
Unaudited
6 months
ended
30
June
2023
£'000
|
Audited
Year
ended
31
December 2023
£'000
|
At start
of period
|
14,136
|
9,776
|
9,776
|
Charge
for the period
|
4,303
|
1,019
|
7,442
|
Reversal
of previous net realisable value provision
|
(4,009)
|
(744)
|
(1,213)
|
Released
on disposals
|
(1,021)
|
-
|
(1,869)
|
At end of
period
|
13,409
|
10,051
|
14,136
|
|
|
11. Assets held for
sale
|
|
AHFS relate to investment properties identified
as being for sale within 12 months, where a sale is considered
highly probable and the property is immediately available for
sale.
|
|
|
Unaudited
As at
30 June
2024
£'000
|
Unaudited
As
at
30
June
2023
£'000
|
Audited
As
at
31
December 2023
£'000
|
At start
of period
|
18,752
|
59,790
|
59,790
|
Net
transfer from investment properties
|
2,167
|
1,550
|
18,214
|
Subsequent expenditure
|
39
|
73
|
74
|
Decrease
in fair value
|
(216)
|
(172)
|
(272)
|
Disposals
|
(13,251)
|
(40,430)
|
(59,054)
|
At end of
period
|
7,491
|
20,811
|
18,752
|
|
|
12.
Cash
|
|
|
Unaudited
As at
30 June
2024
£'000
|
Unaudited
As
at
30
June
2023
£'000
|
Audited
As
at
31
December 2023
£'000
|
Cash
|
9,207
|
8,493
|
27,182
|
|
|
13.
Borrowings
|
|
|
Unaudited
As at
30 June
2024
£'000
|
Unaudited
As
at
30
June
2023
£'000
|
Audited
As
at
31
December 2023
£'000
|
Current:
|
|
|
|
Secured -
infrastructure and direct development loans
|
(35,708)
|
-
|
(29,744)
|
|
(35,708)
|
-
|
(29,744)
|
Non-current:
|
|
|
|
Secured -
bank loan
|
(53,983)
|
(43,731)
|
(33,830)
|
Secured -
infrastructure and direct development loans
|
-
|
(28,414)
|
-
|
Total non-current
borrowings
|
(53,983)
|
(72,145)
|
(33,830)
|
Total
borrowings
|
(89,691)
|
(72,145)
|
(63,574)
|
|
|
Loans are stated
after deduction of unamortised fees of £1.2 million (June 2023:
£1.7 million, December 2023: £1.5 million).
|
|
|
|
Unaudited
As at
30 June
2024
£'000
|
Unaudited
As
at
30
June
2023
£'000
|
Audited
As
at
31
December
2023
£'000
|
Infrastructure and direct
development loans
|
|
|
|
|
South
Yorkshire Pension Fund/ Scrudf Limited Partnership
|
Rotherham
AMP
|
(7,412)
|
-
|
(584)
|
Scrudf
Limited Partnership
|
Gateway
36
|
(6,279)
|
(6,726)
|
(6,850)
|
Merseyside Pension Fund
|
Bardon
Hill
|
(22,017)
|
(21,688)
|
(22,310)
|
Total infrastructure and
direct development loans
|
|
(35,708)
|
(28,414)
|
(29,744)
|
Bank loan
|
|
(53,983)
|
(43,731)
|
(33,830)
|
Total
borrowings
|
|
(89,691)
|
(72,145)
|
(63,574)
|
|
|
The bank borrowings are part of a £200 million
(2023: £200 million) revolving credit facility ("RCF") with a £40
million uncommitted accordion option, provided by NatWest,
Santander and HSBC. The RCF is repayable on 4 March 2027 at the end
of the five-year term.
|
|
The RCF is subject to financial and other
covenants. The bank borrowings are secured by way of a floating
debenture over assets not otherwise used as security under specific
infrastructure or direct development loans. Proceeds from and
repayments of bank loans are reflected gross in the Consolidated
Statement of Cash Flows and reflect timing of utilisation of the
RCF.
|
|
The infrastructure and direct development loans
are provided by public and private bodies in order to promote the
development of major sites or assist with vertical direct
development. The loans are drawn as work on the respective sites is
progressed and they are repaid on agreed dates or when disposals
are made from the sites.
|
|
14.
Share capital
|
|
Issued, authorised and fully
paid
|
Unaudited
As at
30 June
2024
£'000
|
Unaudited
As
at
30
June
2023
£'000
|
Audited
As
at
31
December 2023
£'000
|
At start
of period/year
|
32,408
|
32,305
|
32,305
|
Shares
issued
|
78
|
40
|
103
|
At end of
period/year
|
32,486
|
32,345
|
32,408
|
|
|
Issued, authorised and fully
paid - number of shares
|
Unaudited
As at
30 June
2024
|
Unaudited
As
at
30
June
2023
|
Audited
As
at
31
December 2023
|
At start
of period/year
|
324,084,072
|
323,051,124
|
323,051,124
|
Shares
issued
|
783,677
|
398,704
|
1,032,948
|
At end of
period/year
|
324,867,749
|
323,449,828
|
324,084,072
|
Own
shares held
|
(1,275,281)
|
(837,143)
|
(929,699)
|
At end of
period/year
|
323,592,468
|
322,612,685
|
323,154,373
|
|
|
There is only one class of share in issue:
ordinary shares of 10 pence each. All shares carry equal rights to
dividends, voting and return of capital on a winding up of the
Company, as set out in the Company's Articles of
Association.
|
|
15. Related party
transactions
|
|
The Group carried out the following transactions
with related parties. The following entities are related parties as
a consequence of shareholdings, joint venture arrangements and
partners of such and/or common Directorships. All related party
transactions are clearly justified and beneficial to the Group, are
undertaken on an arm's-length basis on fully commercial terms and
in the normal course of business.
|
|
|
Unaudited
6 months ended/as
at
30 June
2024
£000
|
Unaudited
6 months
ended/as at
30
June
2023
£000
|
Audited
year
ended/
as
at
31
December
2023
£000
|
MULTIPLY LOGISTICS NORTH
HOLDINGS LIMITED &
MULTIPLY LOGISTICS NORTH
LP
|
|
|
|
Sales
|
|
|
|
Recharges
of costs
|
-
|
4
|
281
|
Asset
management fee
|
52
|
25
|
100
|
Water
charges
|
66
|
84
|
146
|
|
|
|
|
Purchases
|
|
|
|
Recharge
of costs
|
3
|
1
|
1
|
|
|
|
|
Receivables
|
|
|
|
Other
receivables
|
-
|
4
|
5
|
Trade
receivables
|
38
|
-
|
281
|
|
|
|
|
Payables
|
|
|
|
Other
payables
|
(68)
|
-
|
-
|
GENUIT GROUP (FORMERLY
POLYPIPE)
|
|
|
|
Sales
|
|
|
|
Rent
|
-
|
16
|
10
|
Development property disposal
|
-
|
-
|
1,680
|
|
|
|
|
Receivables
|
|
|
|
Trade
receivables
|
-
|
6
|
-
|
THE AIRE VALLEY LAND
LLP
|
|
|
|
|
|
|
|
Receivable
|
-
|
26
|
26
|
CRIMEA LAND MANSFIELD
LLP
|
|
|
|
Receivable
|
-
|
9
|
9
|
|
|
|
|
Investment made during the year
|
25
|
-
|
-
|
NORTHERN GATEWAY DEVELOPMENT
VEHICLE LLP
|
|
|
|
Purchases
|
|
|
|
Recharge
of costs
|
5
|
-
|
-
|
|
|
|
|
Investment made during the year
|
2,497
|
-
|
250
|
INVESTMENT PROPERTY
FORUM
|
|
|
|
|
|
|
|
Purchases
|
1
|
-
|
5
|
BRITISH PROPERTY
FEDERATION
|
|
|
|
|
|
|
|
Purchases
|
1
|
-
|
-
|
|
|
16. Post balance sheet
events
|
|
Following the period end the Group acquired a
former brickworks site in Bedfordshire for total consideration of
£30.6 million payable over 2 years. The site has outline planning
permission for the delivery of 1,000 homes.
|
|
Appendix
|
|
EPRA Net Asset Measures
|
EPRA introduced a new set of Net Asset Value
metrics in 2020: EPRA Net Reinstatement Value ("NRV"), EPRA Net
Tangible Assets ("NTA") and EPRA NDV. While the Group uses only
EPRA NDV as a key APM, the EPRA Best Practices Recommendations
guidelines require companies to report all three EPRA NAV metrics
and reconcile them to IFRS. These disclosures are provided
below.
|
|
|
|
30 June
2024
|
|
EPRA NDV
|
EPRA NTA
|
EPRA NRV
|
|
£'000
|
£'000
|
£'000
|
Net
assets
|
649,992
|
649,992
|
649,992
|
Cumulative unrealised gains on development
properties
|
43,947
|
43,947
|
43,947
|
Cumulative unrealised gains on overages
|
5,400
|
5,400
|
5,400
|
Deferred
tax liabilities (IFRS)
|
-
|
30,089
|
30,089
|
Notional
deferred tax on unrealised gains
|
(12,309)
|
-
|
-
|
Deferred
tax liabilities @ 50%
|
-
|
(21,199)
|
-
|
Purchaser
costs
|
-
|
-
|
59,019
|
|
687,030
|
708,229
|
788,447
|
Number of
shares used for per share calculations
|
323,592,468
|
323,592,468
|
323,592,468
|
Per share
(pence)
|
212.3
|
218.9
|
243.7
|
|
|
|
|
30 June
2023
|
|
EPRA NDV
|
EPRA NTA
|
EPRA NRV
|
|
£'000
|
£'000
|
£'000
|
Net
assets
|
603,053
|
603,053
|
603,053
|
Cumulative unrealised gains on development
properties
|
30,500
|
30,500
|
30,500
|
Cumulative unrealised gains on overages
|
7,000
|
7,000
|
7,000
|
Deferred
tax liabilities (IFRS)
|
-
|
25,460
|
25,460
|
Notional
deferred tax on unrealised gains
|
(9,321)
|
-
|
-
|
Deferred
tax liabilities @ 50%
|
-
|
(17,391)
|
-
|
Purchaser
costs
|
-
|
-
|
51,142
|
|
631,232
|
648,622
|
717,155
|
Number of
shares used for per share calculations
|
322,612,685
|
322,612,685
|
322,612,685
|
Per share
(pence)
|
195.7
|
201.1
|
222.3
|
|
|
|
|
31 December
2023
|
|
EPRA NDV
|
EPRA NTA
|
EPRA NRV
|
|
£'000
|
£'000
|
£'000
|
Net
assets
|
637,722
|
637,722
|
637,722
|
Cumulative unrealised gains on development
properties
|
24,083
|
24,083
|
24,083
|
Cumulative unrealised gains on overages
|
9,400
|
9,400
|
9,400
|
Deferred
tax liabilities (IFRS)
|
-
|
30,089
|
30,089
|
Notional
deferred tax on unrealised gains
|
(8,342)
|
-
|
-
|
Deferred
tax liabilities @ 50%
|
-
|
(19,216)
|
-
|
Purchaser
costs
|
-
|
-
|
52,528
|
|
662,863
|
682,078
|
753,822
|
Number of
shares used for per share calculations
|
323,154,373
|
323,154,373
|
323,154,373
|
Per share
(pence)
|
205.1
|
211.1
|
233.3
|
|
|
1) Reconciliation to
statutory measures
|
|
a. Revaluation
gains/(losses)
|
Unaudited
6 months ended
30 June
2024
£'000
|
Unaudited
6 months
ended
30
June
2023
£'000
|
Audited
year
ended
31
December
2023
£'000
|
Increase
in fair value of investment properties
|
26,688
|
15,005
|
71,372
|
Decrease
in fair value of AHFS
|
(216)
|
(172)
|
(272)
|
Share of
profit/(loss) of joint ventures
|
430
|
(773)
|
1,554
|
Net
realisable value provision on development properties
|
(4,303)
|
(1,019)
|
(7,442)
|
Reversal
of previous net realisable value provision on development
properties
|
4,009
|
744
|
1,213
|
Amounts derived from
statutory reporting
|
26,608
|
13,785
|
66,425
|
Unrealised gains/(losses) on development
properties
|
19,948
|
(2,210)
|
(3,708)
|
Unrealised gains/(losses) on overages
|
19
|
(500)
|
2,209
|
Revaluation
gains
|
46,575
|
11,075
|
64,926
|
|
|
b. Profit/(loss) on
sale
|
Unaudited
6 months ended
30 June
2024
£'000
|
Unaudited
6 months
ended
30
June
2023
£'000
|
Audited
year
ended
31
December
2023
£'000
|
Loss on
sale of investment properties
|
(33)
|
(427)
|
(953)
|
Profit/(loss) on sale of AHFS
|
105
|
(632)
|
(1,140)
|
Profit/(loss) on sale of development properties
|
(801)
|
(1,344)
|
(618)
|
Release
of net realisable value provision on disposal of development
properties
|
1,021
|
-
|
1,869
|
Profit on
sale of overages
|
4,192
|
-
|
419
|
Amounts derived from
statutory reporting
|
4,484
|
(2,403)
|
(423)
|
Less
previously unrealised gains on development properties released on
sale
|
(83)
|
(1,142)
|
(6,061)
|
Less
previously unrealised gains on overages
|
(4,019)
|
-
|
(309)
|
Profit/(loss) on sale
contributing to growth in EPRA NDV
|
382
|
(3,545)
|
(6,793)
|
|
|
c. Value
gains/(losses)
|
Unaudited
6 months ended
30 June
2024
£'000
|
Unaudited
6 months
ended
30
June
2023
£'000
|
Audited
year
ended
31
December
2023
£'000
|
Revaluation gains
|
46,575
|
11,075
|
64,926
|
Profit/(loss) on sale
|
382
|
(3,545)
|
(6,793)
|
Value
gains
|
46,957
|
7,530
|
58,133
|
|
|
d. Total property
sales
|
Unaudited
6 months ended
30 June
2024
£'000
|
Unaudited
6 months
ended
30
June
2023
£'000
|
Audited
year
ended
31
December
2023
£'000
|
Revenue
|
41,306
|
18,237
|
72,427
|
Less
revenue from other property activities
|
(7,047)
|
(283)
|
(2,286)
|
Less
revenue from income generation activities
|
(10,253)
|
(13,929)
|
(23,410)
|
Add
proceeds from sales of investment properties, AHFS and
overages
|
17,700
|
52,125
|
79,166
|
Total property
sales
|
41,706
|
56,150
|
125,897
|
|
|
e. Operating profit
contributing to growth in EPRA NDV
|
Unaudited
6 months ended
30 June
2024
£'000
|
Unaudited
6 months
ended
30
June
2023
£'000
|
Audited
year
ended
31
December
2023
£'000
|
Operating
profit
|
21,109
|
8,008
|
54,229
|
Share of
profit/(loss) on joint ventures
|
430
|
(773)
|
1,554
|
Unrealised gains/(losses) on development
properties
|
19,948
|
(2,210)
|
(3,708)
|
Unrealised gains/(losses) on overages
|
19
|
(500)
|
2,209
|
Less
previously unrealised gains on development properties released on
sale
|
(83)
|
(1,142)
|
(6,061)
|
Less
previously unrealised gains on overages released on sale
|
(4,019)
|
-
|
(309)
|
Operating profit
contributing to growth in EPRA NDV
|
37,404
|
3,383
|
47,914
|
|
|
f. Portfolio
value
|
Unaudited
As at
30 June
2024
£'000
|
Unaudited
As
at
30
June
2023
£'000
|
Audited
As
at
31
December
2023
£'000
|
Land and
buildings (included within Property, plant and
equipment)
|
1,114
|
933
|
1,300
|
Investment properties
|
479,564
|
430,366
|
433,942
|
Investments in joint ventures
|
32,346
|
29,055
|
30,722
|
AHFS
|
7,491
|
20,811
|
18,752
|
Development properties (included within
inventories)
|
250,548
|
219,153
|
250,024
|
Amounts
recoverable on contracts (included within receivables)
|
1,456
|
-
|
-
|
Amounts derived from
statutory reporting
|
772,519
|
700,318
|
734,740
|
Cumulative unrealised gains on development properties as at
period/year end
|
43,947
|
30,500
|
24,083
|
Cumulative unrealised gains on overages as at period/year
end
|
5,400
|
7,000
|
9,400
|
Portfolio
value
|
821,866
|
737,818
|
768,223
|
|
|
g. Net
debt
|
Unaudited
As at
30 June
2024
£'000
|
Unaudited
As
at
30
June
2023
£'000
|
Audited
As
at
31
December
2023
£'000
|
Gross
borrowings
|
(89,691)
|
(72,145)
|
(63,574)
|
Cash and
cash equivalents
|
9,207
|
8,493
|
27,182
|
Net debt
|
(80,484)
|
(63,652)
|
(36,392)
|
|
|
h. Net loan to portfolio
value (%)
|
Unaudited
As at
30 June
2024
£'000
|
Unaudited
As
at
30
June
2023
£'000
|
Audited
As
at
31
December
2023
£'000
|
Net
debt
|
(80,484)
|
(63,652)
|
(36,392)
|
Portfolio
value
|
821,866
|
737,818
|
768,223
|
Net loan to portfolio value
(%)
|
9.8%
|
8.6%
|
4.7%
|
|
|
i. Net loan to core income
generation portfolio value (%)
|
Unaudited
As at
30 June
2024
£'000
|
Unaudited
As
at
30
June
2023
£'000
|
Audited
As
at
31
December
2023
£'000
|
Net
debt
|
(80,484)
|
(63,652)
|
(36,392)
|
Core
income generation portfolio value (investment portfolio and natural
resources)
|
234,305
|
227,567
|
228,216
|
Net loan to core income
generation portfolio value (%)
|
34.4%
|
28.0%
|
15.9%
|
|
|
j. Gross loan to portfolio value (%)
|
Unaudited
As at
30 June
2024
£'000
|
Unaudited
As
at
30
June
2023
£'000
|
Audited
As
at
31
December
2023
£'000
|
Gross borrowings
|
(89,691)
|
(72,145)
|
(63,574)
|
Portfolio value
|
821,866
|
737,818
|
768,223
|
Gross loan to portfolio value (%)
|
10.9%
|
9.8%
|
8.3%
|
|
|
k. Gross loan to core income generation portfolio value
(%)
|
Unaudited
As at
30 June
2024
£'000
|
Unaudited
As
at
30
June
2023
£'000
|
Audited
As
at
31
December
2023
£'000
|
Gross borrowings
|
(89,691)
|
(72,145)
|
(63,574)
|
Core income generation portfolio
value (investment portfolio and natural resources)
|
234,305
|
227,567
|
228,216
|
Gross loan to core income generation portfolio value
(%)
|
38.3%
|
31.7%
|
27.9%
|
|
|
l. Number of shares used for per share calculations
(number)
|
Unaudited
As at
30 June
2024
£'000
|
Unaudited
As
at
30
June
2023
£'000
|
Audited
As
at
31
December
2023
£'000
|
Number of shares in issue at end
of period/year
|
324,867,749
|
323,449,828
|
324,084,072
|
Less Employee Benefit Trust and
Equiniti Share Plan Trustees Limited held shares (own shares) at
end of period/year
|
(1,275,281)
|
(837,143)
|
(929,699)
|
Number of shares used for per share
calculations
|
323,592,468
|
322,612,685
|
323,154,373
|
|
|
m. Net Asset Value (NAV) per
share
|
Unaudited
As at
30 June
2024
£'000
|
Unaudited
As
at
30
June
2023
£'000
|
Audited
As
at
31
December
2023
£'000
|
NAV
(£'000)
|
649,992
|
603,053
|
637,722
|
Number of
shares used for per share calculations
|
323,592,468
|
322,612,685
|
323,154,373
|
NAV per share
(p)
|
200.9
|
186.9
|
197.3
|
|
|
n. Total underlying
revenue
|
Unaudited
6 months ended
30 June
2024
£'000
|
Unaudited
6 months
ended
30
June
2023
£'000
|
Audited
Year
ended
31
December
2023
£'000
|
Total
property sales
|
41,706
|
56,150
|
125,897
|
Income
generation portfolio revenue (investment portfolio, natural
resources and agriculture)
|
10,253
|
13,929
|
23,410
|
Development revenues
|
6,880
|
-
|
956
|
Other
revenue
|
167
|
283
|
1,330
|
Total underlying
revenue
|
59,006
|
70,362
|
151,593
|
Less
proceeds from sale of investment properties, AHFS and
overages
|
(17,700)
|
(52,125)
|
(79,166)
|
Statutory
revenue
|
41,306
|
18,237
|
72,427
|
|
|
2)
Reconciliation to EPRA measures
|
|
a) EPRA
NDV
|
Unaudited
As at
30 June
2024
£'000
|
Unaudited
As
at
30
June
2023
£'000
|
Audited
As
at
31
December
2023
£'000
|
Net
assets
|
649,992
|
603,053
|
637,722
|
Cumulative unrealised gains on development
properties
|
43,947
|
30,500
|
24,083
|
Cumulative unrealised gains on overages
|
5,400
|
7,000
|
9,400
|
Notional
deferred tax on unrealised gains
|
(12,309)
|
(9,321)
|
(8,342)
|
EPRA NDV
|
687,030
|
631,232
|
662,863
|
|
|
b) EPRA NDV per share
(p)
|
Unaudited
As at
30 June
2024
£'000
|
Unaudited
As
at
30
June
2023
£'000
|
Audited
As
at
31
December
2023
£'000
|
EPRA NDV
£'000
|
687,030
|
631,232
|
662,863
|
Number of
shares used for per share calculations
|
323,592,468
|
322,612,685
|
323,154,373
|
EPRA NDV per share
(p)
|
212.3
|
195.7
|
205.1
|
EPRA NDV per share growth
and total return
|
|
|
|
Opening
EPRA NDV/share (p)
|
205.1
|
196.5
|
196.5
|
Closing
EPRA NDV/share (p)
|
212.3
|
195.7
|
205.1
|
Movement
in the period/year (p)
|
7.2
|
(0.8)
|
8.6
|
EPRA NDV per share
growth
|
3.5%
|
(0.4%)
|
4.4%
|
Dividends
paid per share (p)
|
1.0
|
0.9
|
1.4
|
Total
return per share (p)
|
8.2
|
0.1
|
10.0
|
Total return as a percentage
of opening EPRA NDV
|
4.0%
|
0.1%
|
5.1%
|
|
|
To help retain and incentivise a team with the
requisite skills, knowledge and experience to deliver strong,
long-term, sustainable growth for shareholders Harworth runs a
number of share schemes for employees. The dilutive impact of these
on the number of shares at 30 June is set out below:
|
|
|
Unaudited
As at
30 June
2024
|
Unaudited
As
at
30
June
2023
|
Audited
As
at
31
December
2023
|
Number of
shares used for per share calculations
|
323,592,468
|
322,612,685
|
323,154,373
|
Outstanding share options and shares held in trust under
employee share schemes
|
6,998,372
|
5,315,172
|
5,223,777
|
Number of diluted shares
used for per share calculations
|
330,590,840
|
327,927,857
|
328,378,150
|
|
|
c) Diluted EPRA NDV per
share (p)
|
Unaudited
As at
30 June
2024
£'000
|
Unaudited
As
at
30
June
2023
£'000
|
Audited
As
at
31
December
2023
£'000
|
EPRA NDV
£'000
|
687,030
|
631,232
|
662,863
|
Number of
diluted shares used for per share calculations
|
330,590,840
|
327,927,857
|
328,378,150
|
Diluted EPRA NDV per share
(p)
|
207.8
|
192.4
|
201.9
|
Diluted EPRA NDV per share
growth and total return
|
|
|
|
Opening
EPRA NDV/share (p)
|
201.9
|
194.5
|
194.5
|
Closing
EPRA NDV/share (p)
|
207.8
|
192.4
|
201.9
|
Movement
in the period/year (p)
|
5.9
|
(2.1)
|
7.4
|
Diluted EPRA NDV per share
growth
|
2.9%
|
(1.1%)
|
3.8%
|
Dividends
paid per share (p)
|
1.0
|
0.9
|
1.4
|
Total
return per share (p)
|
6.9
|
(1.2%)
|
8.8
|
Total return as a percentage
of opening diluted EPRA NDV
|
3.4%
|
(0.6%)
|
4.5%
|
|
|
d) Net loan to EPRA
NDV
|
Unaudited
As at
30 June
2024
£'000
|
Unaudited
As
at
30
June
2023
£'000
|
Audited
As
at
31
December
2023
£'000
|
Net
debt
|
(80,484)
|
(63,652)
|
(36,392)
|
EPRA
NDV
|
687,030
|
631,232
|
662,863
|
Net loan to EPRA
NDV
|
11.7%
|
10.1%
|
5.5%
|
|
|