The Conygar Investment
Company PLC
Report and accounts
30 September 2024
1
The Conygar Investment Company PLC
YEAR ENDED 30 SEPTEMBER 2024
SUMMARY
l Net asset value (“NAV”) decreased in the year by £34.0 million to £61.1 million (103.0p per share; 2023:
159.4p per share). This was derived primarily from a £28.3 million write down in the carrying value of the
Group’s properties. In addition, the Group incurred £4.3 million of net operational, administrative and debt
financing costs and wrote down its £1.4 million investment in the proposed residential development at the
Fruitmarket site in the St Philip’s Marsh area of Bristol (“Bristol”).
l Cash deposits amount to £4.7 million (7.8p per share) at 30 September 2024 boosted in the year from placing
5 million zero dividend preference shares of £1 each (the “ZDP shares”) and the drawdown of a £12 million
loan facility from A.S.K. Partners Limited (“ASK”).
l Construction completed in June 2024, on time and on budget, of Winfield Court, the first phase 693-bed
student accommodation development at The Island Quarter in Nottingham (“TIQ”).
l Winfield Court occupancy at 54% for the current academic year generating net operating income, before debt
financing costs, of £1.5 million.
l Credit approval received from Barclays Bank PLC (“Barclays”), after the balance sheet date, to extend the
development loan facility, secured against Winfield Court, until December 2025. This will enable the further
letting and stabilization of the property over the coming year.
l Purchase completed of the long leasehold interest in the Virgin Active gym at TIQ for a gross consideration,
before taxes and fees, of £5.9 million reflecting an initial yield of 10.25%.
l Detailed planning application submitted in February 2024 for the second phase of student accommodation at
TIQ. This comprises a 383-bed scheme to adjoin, and complement, Winfield Court for which we are
anticipating a positive determination in early 2025.
l Revenues and margins steadily increasing at our restaurant and events venue at 1 The Island Quarter (“1 TIQ”)
as the reputation for this unique local offering becomes more established.
Group net asset summary
2024 2023
Per share Per share
£’m p £’m p
Properties 117.9 197.7 113.2 189.8
Cash 4.7 7.8 2.7 4.5
Borrowings (55.9) (93.6) (17.2) (28.8)
ZDP shares (4.9) (8.3) – –
Other net liabilities (0.4) (0.6) (3.6) (6.1)
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Net assets attributable to shareholders 61.4 103.0 95.1 159.4
Non-controlling interests (0.3) (0.5) – –
––––––––––– ––––––––––– ––––––––––– –––––––––––
Net assets 61.1 102.5 95.1 159.4
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2
The Conygar Investment Company PLC
Registered in England and Wales No. 04907617
CONTENTS
Page
Directors and advisers 3
Chairman’s & chief executive’s statement 4
Strategic report 7
Corporate governance report 16
ESG report 21
Directors’ remuneration report 25
Directors’ report 27
Independent auditor’s report 31
Consolidated statement of comprehensive income 38
Consolidated statement of changes in equity 39
Company statement of changes in equity 40
Consolidated balance sheet 41
Company balance sheet 42
Consolidated cash flow statement 43
Company cash flow statement 44
Notes to the accounts 45
Glossary of terms 72
Notice of annual general meeting 73
3
The Conygar Investment Company PLC
DIRECTORS AND ADVISERS
The Board of directors
N J Hamway (Non-executive chairman)
R T E Ware (Chief executive)
C J D Ware (Property director)
D Baldwin (Finance director)
F N G Jones (Property director)
B S Sandhu (Non-executive director)
Company secretary
D Baldwin
Registered office
1 Duchess Street
London W1W 6AN
Registered number
04907617
Website
www.conygar.com
Auditor Solicitors
Saffery LLP Gowling WLG (UK) LLP
71 Queen Victoria Street 4 More London Riverside
London EC4V 4BE London SE1 2AU
Nominated adviser & stockbroker Registrars
Panmure Liberum Limited Share Registrars Limited
Ropemaker Place, Level 12 Molex House
25 Ropemaker Street The Millennium Centre
London EC2Y 9LY Crosby Way
Farnham
Surrey GU9 7XX
Bankers
Barclays Bank PLC
1 Churchill Place
London E14 5HP
Handelsbanken PLC
5 Wellbeck Street
London W1G 9YQ
The Royal Bank of Scotland PLC
36 St Andrew Square
Edinburgh EH2 2YB
National Westminster Bank PLC
250 Bishopsgate
London EC2M 4AA
4
The Conygar Investment Company PLC
CHAIRMAN’S & CHIEF EXECUTIVE’S STATEMENT
Against a perpetually challenging backdrop we have continued to make steady progress, in particular at
our mixed-use development site at TIQ. However, the delayed reduction of interest rates, compounded by
a subdued investment market, have materially impacted our further progression and results for the year.
Progression
In June 2024, a significant milestone was reached at TIQ where practical completion was achieved for
Winfield Court, our first phase student accommodation development. Given the inflationary pressures,
economic uncertainty and supply chain shortages experienced during the construction period we are
delighted to have completed this development on time and on budget.
Winfield Court comprises 693-beds of high-quality student accommodation incorporating a gym, cinema
room and sky lounge. In addition, the development has been awarded a WiredScore Platinum certificate
for its digital connectivity and is expected to achieve a “very good” classification under the BREEAM
green building sustainability rating system.
Following practical completion, the first 371 students have moved into the property representing 54% of
the total rooms available. The current occupancy rate, and net operating income of approximately
£1.5 million, are well below our fully stabilised targets for this property but have arisen in this first year
from a combination of factors. These include much-publicised measures, introduced in January 2024, to
tighten the issue of student visas which has materially impacted the number of overseas students attending
UK universities in the current year. Furthermore, competing local student accommodation providers, also
seeking to let their newly constructed developments for the first time, were offering unexpectedly
competitive rental and incentives packages.
However, the underlying fundamentals for purpose-built student accommodation remain strong.
Continuing healthy demand for higher education and expectations of rental growth support the anticipated
uplift in investment activity for this sector over the coming years. As such, we would anticipate a material
uplift in lettings and net operating income for the next academic year. Furthermore, on 11 December
2024 we received credit approval from Barclays to restructure and extend the development loan, secured
against Winfield Court, to enable its further letting and stabilisation over the current academic year.
Elsewhere at TIQ
In February 2024, we submitted a detailed planning application for the adjoining second phase of student
accommodation. This phase, which has been well supported by Nottingham City Council, comprises a
383-bed scheme, with a positive determination anticipated from the planning committee early in 2025.
In May 2024, we acquired the long-leasehold interest of the site occupied by Virgin Active gym, located at
TIQ. The freehold of the site was already owned by the Group, at a carrying value of £1.2 million, and the
leasehold purchased from Wood Pension fund for a gross consideration of £5.9 million. Subsequent to the
purchase, the Group granted a 25-year lease to Virgin Active Health Clubs Limited at a passing rent of
£600,000 per annum incorporating a three-month rent-free period followed by 18 months at half rent.
Against a backdrop of squeezed household budgets and rising costs, compounded by increases to the
minimum wage, the Group’s restaurant and event venue at 1 TIQ realised an EBITDAR in the year of
£0.3 million. As a result of increasing the capacity, in particular for our outdoor events, the provision of a
stretch tent cover, to enable the plaza’s all-weathers use, and a more expansive use of the venue from a
very engaged local community, total revenues increased by over 25% in the year to £5.4 million. This
expansion, supplemented by significant improvements in food, beverage and wage margins since the start
of the year, should enable the further enhancement of returns in the coming year with gross revenues
projected in excess of £6 million.
However, the recent changes announced in the UK Government’s autumn statement introducing an
additional 6.7% uplift in the minimum wage, significant increases to employer’s national insurance
contributions and reductions to business rates relief can only further challenge the already stretched
hospitality sector.
5
The Conygar Investment Company PLC
CHAIRMAN’S & CHIEF EXECUTIVE’S STATEMENT (continued)
Results summary
The Group incurred a loss in the year of £34.0 million substantially derived from a £28.3 million reduction
in the property carrying values for TIQ. Net operational, administrative and debt financing costs amounted
to £4.3 million (including depreciation charges of £0.6 million and first year only mobilisation costs at
Winfield Court of £0.6 million) as we continue the transition of our consented development plots at TIQ
to income-producing assets. We have also written down £1.4 million of costs incurred in connection with
the proposed residential project in Bristol to reflect the transaction complexity and market conditions
currently impacting the viability and better progression of this project.
The reduction in values for both the developed and undeveloped plots at TIQ arose primarily from lower
rents having been achieved than were anticipated and higher operating costs being payable at Winfield
Court. This has been further compounded by increased construction costs, following an extended period
of high inflation, and the softening in the year of yields, in particular for the purpose-built student
accommodation (“PBSA”), build to rent (“BTR”) and life-science sectors. Whilst these write downs are
unwelcome, such valuations tend to be volatile and highly sensitive to small changes in the underlying
assumptions of key parameters, such as rental levels, net initial yields, construction costs, finance costs
and void periods. As the economic situation improves and interest rates reduce, we would expect to see a
rebound in values.
Furthermore, with the restaurant and events venue at 1 TIQ becoming more established and expanding
its operations, in addition to Winfield Court now income-generating, we are anticipating a material uplift
in revenues for the coming year to part offset the operational, administrative and debt financing costs. In
addition, the Board continues to closely monitor the Group’s overheads and have put into place
arrangements for their further reduction in the coming year.
Cash deposits and debt financing
The cash deposits of the Group have increased in the year from £2.7 million at 30 September 2023 to
£4.7 million at 30 September 2024 as a result of placing 5 million ZDP shares and drawing down the
£12 million loan facility from ASK.
The ZDP shares, which were issued in October 2023 at a price of £1 per ZDP share, have a life of five years
and a final capital entitlement of 153.86 pence per ZDP share, equivalent to a gross redemption yield of
9% per annum on the issue price. The Company also subscribed for a further 10 million ZDP shares which
it will look to place, subject to investor sentiment, during their 5-year term to further boost the Group’s
cash reserves as required.
The loan facility from ASK is for an initial term of 2 years with interest paid at the Bank of England base
rate plus a margin of 5.9%. £6.4 million of the net proceeds from the loan were utilised to enable the
purchase of the long-leasehold interest in the Virgin Active gym. The remainder, in addition to the net
proceeds from placing the ZDP shares, continue to be utilised in the progression of TIQ whilst we advance
discussions with potential investors to enable the funding required to further progress this substantial
mixed-use development.
The credit approval received from Barclays in December will enable the restatement and extension until
December 2025, of the £47.5 million Barclays development loan, secured against Winfield Court, to enable
the further stabilisation of this asset. The terms of the loan restatement allow for a reduction to the interest
rate from the currently payable 3.25% plus SONIA to 2.0% plus SONIA. However, the benefit of this
reduced margin will be offset by way of the inclusion of a £0.6m exit fee to be settled on repayment of the
loan.
Furthermore, the development loan facility includes a continuing provision for net finance costs to be rolled
up into the loan each quarter up to the £47.5 million facility limit with any surplus financing or other project
costs thereafter, estimated at £0.6 million, funded by the Group.
6
The Conygar Investment Company PLC
CHAIRMAN’S & CHIEF EXECUTIVE’S STATEMENT (continued)
Other property assets
The acquisition of the Wylfa site on Anglesey by the former Conservative government confirmed the
potential and range of opportunities offered by our Welsh sites, all ideally located to support any such
future nuclear or other renewables-derived developments. At the 203-acre brownfield site at Rhosgoch,
classified as a special area in the Anglesey freeport, we continue to receive considerable interest from the
renewables sector. However, while we await future announcements from the new Labour government as
to their intentions for the Wylfa site, we do not anticipate making any firm commitments in this regard.
At Holyhead Waterfront in Anglesey, we continue to await determination of the much-delayed detailed
application submitted in 2021, the cost of which was fully written down in the previous year. Furthermore,
in exchange for the settlement of unpaid rent by a tenant at the waterfront site, we have acquired freehold
land plus an operational boatyard adjoining our development site.
Dividend
The Board recommends that no dividend is declared in respect of the year ended 30 September 2024.
More information on the Group’s dividend policy can be found within the strategic report on page 11.
Share buy-back authority
The Board will seek to renew the buy-back authority of 14.99% of the issued share capital of the Company
at the forthcoming AGM as we consider the buy-back authority to be a useful capital management tool
and will continue to use it, as our cash flows allow, when we believe the stock market value differs too
widely from our view of the intrinsic value of the Company.
Board change
We are pleased to announce, with effect from 1 January 2025, the appointment of Christopher Ware as
managing director for the Group. Christopher joined the Company in 2012, was appointed property
director in 2018, and has during that time managed our former investment property portfolio and more
recently been instrumental in the progression of TIQ.
Outlook
Despite the recent change in the UK government impacting both consumer and investor confidence, the
improving economic outlook, as a result of lower inflation and interest rates being on a downward
trajectory, appears to be slowly improving both the sentiment for, and activity in, the UK real estate sector.
Whilst the market remains challenging and uncertain, and our cash flows remain restrictive, these green
shoots of optimism will enable the Group to cautiously progress with a number of emerging opportunities
as we seek to maximise, over the coming years, the returns from our property portfolio.
N J Hamway
R T E Ware
Chairman
Chief executive
16 December 2024
The Group’s strategic report provides a review of the business for the financial year, discusses the Group’s
financial position at the year end and explains the principal risks and uncertainties facing the business and
how we manage those risks. We also outline the Group’s strategy and business model.
Strategy and business model
The Conygar Investment Company PLC (“Conygar”) is an AIM quoted property investment and
development group dealing in UK property. Our aim is to invest in property assets and companies where
we can add value using our property management, development and transaction structuring skills.
The business operates two major strands, being property investment and property development. Assets
are recycled to release capital as opportunities present themselves and we will continue to buy-back shares
where appropriate. However, in order to progress our pipeline of development projects, in particular at
TIQ, we will need to raise substantial amounts either as debt, through asset sales, or from joint ventures
and are continuing our discussions in that regard.
Position of the Group at the year end
The Group net assets as at 30 September 2024 may be summarised as follows:
2024 2023
Per share Per share
£’m p £’m p
Properties 117.9 197.7 113.2 189.8
Cash 4.7 7.8 2.7 4.5
Borrowings (55.9) (93.6) (17.2) (28.8)
ZDP shares (4.9) (8.3) – –
Other net liabilities (0.4) (0.6) (3.6) (6.1)
––––––––––– ––––––––––– ––––––––––– –––––––––––
Net assets attributable to shareholders 61.4 103.0 95.1 159.4
Non-controlling interests (0.3) (0.5) – –
––––––––––– ––––––––––– ––––––––––– –––––––––––
Net assets 61.1 102.5 95.1 159.4
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The Group’s balance sheet comprises property assets and cash deposits totalling £122.6 million as at
30 September 2024, offset by borrowings and other liabilities of £61.5 million. Borrowings comprise a
development loan from Barclays, secured against Winfield Court, which amounted to £44.24 million (net
of prepaid finance costs) at the balance sheet date and £11.61 million (net of prepaid finance costs) from
ASK secured against the remainder of TIQ.
The Barclays development loan facility has enabled the Group to complete the development of Winfield
Court in the year, and its planned extension and restructuring after the balance sheet date, will allow for
the further letting and stabilization of this asset over the coming academic year. Furthermore, the net
proceeds from the ASK loan in addition to the placing of 5 million ZDP shares in the year have been
incurred to date to enable, amongst other projects, the purchase of the Virgin Active gym and submission
of a detailed application for the second phase of student accommodation at TIQ.
Key performance indicators
The key measures considered when monitoring progress towards the Board’s objective of providing
attractive shareholder returns include the headway made during the year on its development and
investment property portfolio, the returns from and occupancy levels achieved at its operational properties,
the movements in net asset value per share, levels of uncommitted cash and its monitoring of and
performance against its ESG targets.
7
The Conygar Investment Company PLC
STRATEGIC REPORT
The chairman’s and chief executive’s statement on pages 4 to 6 provides a summary on the financial
performance and progress made during the year on the Group’s property assets, further details of which
are set out in this strategic report. Matters considered by the audit committee and remuneration committee
are set out in the corporate governance report on pages 16 to 20. The Board’s approach and responsibilities
in connection with environmental, social and governance matters are set out in the ESG report on pages
21 to 24. The other key performance measures are considered below.
Winfield Court, 1 TIQ and investment properties under construction
Winfield Court, 1 TIQ and the Group’s investment properties under construction were valued by Knight
Frank LLP, in their capacity as external valuers, as set out below:
2024 Per share 2023 Per share
£’m p £’m p
Winfield Court 70.5 118.2 65.6 110.0
1 TIQ 11.1 18.7 14.0 23.5
Land and buildings for future development 25.6 42.8 29.5 49.5
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Total 107.2 179.7 109.1 183.0
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As set out in the chief executive’s and chairman’s statement, we have achieved, in the current year, practical
completion of TIQ’s first phase of student accommodation and submitted an application for the second
phase.
As a result of an unexpectedly competitive local lettings market, incorporating offers of heavily discounted
rents and abnormally high incentives packages, compounded by a significant and unexpected reduction in
the number of international students attending UK universities possibly linked to changes in the UK visa
regime, the occupancy and net operating income achieved for the current academic year is materially below
that originally anticipated. This shortfall, in addition to increased operating costs and outward yield
movements, led to a write down in the carrying value for Winfield Court of £19 million as at 30 September
2024. However, given the high-quality offering from this development, the completion of all construction
activity and the continuing strong investor sentiment for student accommodation, we remain optimistic for
its future prospects and are actively progressing early lettings for the next academic year.
1 TIQ, which has now been operational for just over two years, continues to be well received by the local
community resulting in a £1.1 million increase in revenue for the year to £5.4 million. Whilst the hospitality
sector currently faces many challenges, we have creatively continued to expand our operations and offerings
from this venue and materially improve the margins being achieved such that the Group realised an
EBITDAR for the year of £0.3 million. The reduction in value for 1 TIQ during the year reflects a lower
than previously projected EBITDAR for this venue over the coming years, partly as a result of the wider
TIQ site not having progressed as quickly as previously envisaged, but also as a result of the higher
employment taxes resulting from the 2024 autumn statement.
Furthermore, higher construction costs and the softening of yields, in particular for the PBSA, BTR and
life-sciences sectors, have also negatively impacted the residual values for the undeveloped land. This has
resulted in a valuation deficit of £6.6 million in the year, after allowing for other incurred planning and site
progression costs.
However, as a result of the slowly improving economic outlook, we are seeing a marked increase to the
number of enquiries and offers for further plot development at TIQ and are in discussion with a number of
operators in that regard.
8
The Conygar Investment Company PLC
STRATEGIC REPORT (continued)
Development and trading properties
2024 Per share 2023 Per share
£’m p £’m p
Virgin Active gym, TIQ 7.50 12.6 – –
Rhosgoch 2.50 4.2 2.50 4.2
Parc Cybi 0.38 0.6 0.38 0.6
Holyhead boatyard 0.33 0.6 – –
Holyhead Waterfront – – – –
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Total 10.71 18.0 2.88 4.8
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In May 2024, the Group acquired the long-leasehold interest of the site occupied by Virgin Active gym,
located at TIQ. The freehold, valued at £1.2 million, was already owned by the Group, with the leasehold
purchased from Wood Pension fund. The leasehold purchase price of £5.9 million (£6.3 million including
fees and taxes), was funded by way of the drawing down of the second tranche of the ASK debt facility.
Subsequent to the purchase, the Group granted a 25-year lease to Virgin Active Health Clubs Limited at a
passing rent of £600,000 per annum incorporating a three-month rent-free period followed by 18 months
at half rent.
On 10 September 2024, the Group settled a claim for unpaid rent due from one of its tenants whereby the
arrears outstanding of £0.33m were settled by way of a transfer to the Company of a boatyard and
surrounding land adjoining our development site in Holyhead. The boatyard is operational, currently storing
circa 120 boats, and generating gross annual rents, before operational costs, of approximately £200,000
per annum. As part of the settlement agreement, the Group has granted a 3-year lease of the boatyard, at a
peppercorn rent, to the same tenant whereby the funds generated over the 3-year term will be utilised by
the tenant in the removal and clean up of previously damaged pontoons. On expiry of the lease, the
Company will take occupation of and receive the full benefit of the future income generated from the
boatyard.
In March 2023, we announced the confirmation of the Anglesey Freeport as one of the two newly established
freeports in Wales. Included within this location, as a special area, is our 203-acre brownfield site at
Rhosgoch. Our further site at Parc Cybi is also part of the freeport. These freeports will form special zones
with the benefit of simplified customs procedures, relief on customs duties, tax benefits and development
flexibility designed to attract major domestic and international investment. The site at Rhosgoch continues
to attract considerable interest from the renewables sector and we are in discussion with a number of parties
in that regard.
As a result of the combined impact from planning delays, increased finance costs and construction cost
price inflation, particularly associated with the marine infrastructure works, we fully wrote down our
investment in Holyhead Waterfront at 30 September 2023.
Financial review
Net asset value
The net asset value decreased in the year by £34.0 million to £61.1 million at 30 September 2024 which
equates to 103.0p per share (2023: 159.4p per share). The primary movements were a net £28.3 million
write down in the carrying value of the Group’s properties at TIQ, net operational and administrative costs
of £3.3 million, including depreciation charges of £0.6 million, £1.0 million of debt financing costs and
£1.4m from writing down the costs paid to date in connection with the proposed residential development
in Bristol.
9
The Conygar Investment Company PLC
STRATEGIC REPORT (continued)
Cash flow and financing
At 30 September 2024, the Group held cash deposits of £4.7 million. Borrowings comprised £44.3 million
drawn from Barclays out of the £47.5 million development loan facility and £12.0 million from ASK. In
addition, the Group had in issue 5 million ZDP shares of £1 each (2023: cash of £2.7 million and
borrowings of £18.0 million).
During the year, the Group incurred £10.0 million on its operating activities, including £6.3 million to
acquire the long-leasehold interest in the Virgin Active gym at TIQ. The other primary cash outflows were
£26.2 million incurred on the Group’s development and investment properties, including £23.6 million of
construction costs and professional fees to complete the Winfield Court development and £1.0 million of
fees in connection with submission of the detailed planning application for the second phase of student
accommodation at TIQ. Other costs include £3.8 million of debt financing fees and £0.3m to acquire plant
and equipment for use at 1 TIQ and Winfield Court.
These cash outflows were offset by cash inflows from bank borrowings, after debt arrangement fees of
£37.7 million, £4.3 million from the issue of ZDP shares and £0.3 million of interest on cash deposits
resulting in net cash inflows for the year of £2.0 million.
Net income from operational property activities
This has been, and continues to be, a transitional period for the Group where, having sold, over a number
of years, the vast majority of our rent-producing investment properties, to lock in, for the benefit of our
shareholders, the significant returns generated from those assets, we have utilised those funds to progress
the planning applications for, and construction of, both our owned and targeted development projects. As
such, the rental income for the Group during the current and previous years has reduced from that
historically achieved. However, with 1 TIQ now more established and fully operational, in addition to
Winfield Court become rent-producing from September 2024, we would anticipate a material uplift in
rental and other income in the coming year.
2024 2023
£’m £’m
Rental income 0.5 0.1
Restaurant and events income 5.4 4.3
Direct costs of rental income (0.3) (0.5)
Property mobilisation costs (0.6) –
Direct costs of restaurant and events income (4.0) (3.9)
––––––––––– –––––––––––
1.0 –
Proceeds from property sale – 9.6
Cost of property sale – (9.5)
––––––––––– –––––––––––
Net income arising from operational property activities 1.0 0.1
––––––––––– –––––––––––
––––––––––– –––––––––––
Administrative expenses
The administrative expenses for the year were £4.6 million (2023: £4.8 million). Managing the
substantially increased development and operations teams, in particular at 1 TIQ, has required an increase
in the Group’s overheads. However, the Board continues to closely monitor these costs and have put into
place arrangements for their further reduction in the coming year.
10
The Conygar Investment Company PLC
STRATEGIC REPORT (continued)
Taxation
There is no current tax in the year as the Group is loss-making. However, the results for the prior year
include the reversal of a £1.7m deferred tax provision following the write down in the property carrying
values for TIQ at 30 September 2023.
Deferred tax is calculated at a rate of 25%, being the rate that has been enacted or substantively enacted
by the balance sheet date and which is expected to apply when tax liabilities, resulting from unrealised
chargeable gains arising on revaluation of the Group’s investment properties, are projected to be settled.
Capital management
Capital risk management
The Board’s primary objective when managing capital is to preserve the Group’s ability to continue as a
going concern, in order to safeguard its equity and provide returns for shareholders and benefits for other
stakeholders, whilst maintaining an optimal capital structure to reduce the cost of capital.
While the Group does not have a formally approved gearing ratio, the objective above is actively managed
through the direct linkage of borrowings to specific property. The Group seeks, whenever possible, to
ensure that secured borrowing stays within agreed covenants with external lenders.
Treasury policies
The objective of the Group’s treasury policies is to manage the Group’s financial risk, to secure as required
the most cost-effective available funding for the Group’s operations and to minimise, for those matters it
can control, the adverse effects of fluctuations in the financial markets on the value of the Group’s financial
assets and liabilities, reported profitability and cash flows.
The Group finances its activities with a combination of bank loans, ZDP shares, cash and short-term
deposits. Other financial assets and liabilities, such as trade receivables and trade payables, arise directly
from the Group’s operations. The Group may also enter into derivative transactions to manage its interest
rate exposure. The main risks associated with the Group’s financial assets and liabilities are set out below,
together with the policies currently applied by the Board for their management.
The management of cash is monitored weekly with summary cash statements produced on a monthly
basis and discussed regularly in management and board meetings. The approach is to provide sufficient
liquidity to meet the requirements of the business, and to fund potential developments and acquisitions,
with any surplus funds invested appropriately. At any point in time, at least half of the Group’s cash is held
on instant access or short-term deposit of less than 30 days.
Dividend policy
The Board recommends that no dividend is paid in respect of the year ended 30 September 2024
(2023: £nil).
Our dividend policy is consistent with the overall strategy of the business: namely to invest in property
assets and companies where we can add value using our property management, development and
transaction structuring skills. In previous years, we used the surplus cash flow from the then much larger
investment property portfolio to enhance those properties by refurbishment, re-letting and extending
tenancies, fund the operations of the business, create a medium-term pipeline of development
opportunities, pay a modest dividend and buy-back shares where appropriate.
The Board will continue to review the dividend policy each year. However, our primary target is, and will
continue to be where the real estate market allows, the growth in net asset value per share.
11
The Conygar Investment Company PLC
STRATEGIC REPORT (continued)
Principal risks and uncertainties
Managing risk is an integral element of the Group’s management activities and a considerable amount of
time is spent assessing and managing risks to the business. Responsibility for risk management rests with
the Board, with external advisers used where necessary.
Strategic risks
Strategic risks are risks arising from an inappropriate strategy or through flawed execution of a strategy
that could threaten the future performance, solvency or liquidity of the Group. By definition, strategic
risks tend to be longer term than most other risks and, as has been amply demonstrated in the last few
years, the economic and wider environment can alter quickly and significantly. Strategic risks identified
include global or national events, regulatory and legal changes, market or sector changes and key staff
retention. All of which could impact the progression of and returns from our property portfolio.
The Board continually monitors and discusses the potential impact that changes to the environment in
which we operate can have upon the Group. We are confident we have sufficiently high-calibre directors
and managers to manage strategic risks.
Operational risks
Operational risks are essentially those risks that might arise from inadequate internal systems, processes,
resources or incorrect decision making. Clearly, it is not possible to eliminate operational risk. However,
by ensuring we have the right calibre of staff and external support in place, we look to minimise such risks,
as most operational risks arise from people-related issues. Our executive directors are very closely involved
in the day-to-day running of the business to ensure sound management judgement is applied.
Market risks
Market risks primarily arise from the possibility that the Group is exposed to fluctuations in the values of,
or income from, its cash deposits and other financial instruments along with its properties and development
projects. This is a key risk to the principal activities of the Group and the exposures are continuously
monitored through timely financial and management reporting and analysis of available market intelligence.
Where necessary, management takes appropriate action to mitigate any adverse impact arising from
identified risks and market risks continue to be monitored closely.
The Group is not currently party to any derivative transactions to fix the interest rate payable in connection
with its loans from Barclays and ASK. This is due to the short-term nature of these loans in addition to
the high entry fees which have been payable in connection with such products over recent years.
Furthermore, as a result of the improving economic outlook, the Bank of England base rate is projected
to reduce during the next financial year which will help to mitigate interest rate risk in the short term.
As a result of the reduction in value of Winfield Court, the loan to value (“LTV”) cover, as required by the
Barclays development loan is in excess of the covenant set out in the facility agreement. However, as at the
date of signing these financial statements, credit approval has been received from Barclays for terms to
restructure the loan and subject to completion of that restructuring, rectify the LTV cover. As at the date
of signing these financial statements, the Group remains compliant with all of its other debt covenants.
The measures, introduced in January 2024, to tighten the issue of student visas has materially impacted
the number of overseas students attending UK universities in the current year such that lettings to date
for Winfield Court are below those originally anticipated. However, the Board is working closely with its
managing agent and other local and international agents to try and mitigate the impact from these
measures.
Estimation and judgement risks
To be able to prepare accounts according to generally accepted accounting principles, management must
make estimates and assumptions that affect the asset and liability items and revenue and expense amounts
recorded in the accounts. These estimates are based on historical experience and various other assumptions
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STRATEGIC REPORT (continued)
that management and the Board believe are reasonable under the circumstances. The results of these
considerations form the basis for making judgements about the carrying value of assets and liabilities that
are not readily available from other sources.
The key sources of estimation uncertainty that have a significant risk of causing material adjustment to
the carrying amounts of assets and liabilities within the next financial year are the following:
Investment properties and properties held under the revaluation model
The fair values of investment properties and owner-occupied properties held under the revaluation model
are based upon open market value and calculated using a third-party valuation provided by an appropriately
qualified external valuer.
Development properties
The net realisable value of properties held for development or sale requires an assessment of the value for
the underlying assets using property appraisal techniques and other valuation methods. Such estimates
are inherently subjective and actual values can only be determined in a sales transaction.
Financial assets and liabilities
The interest rate profile of the Group’s cash deposits at the balance sheet date was as follows:
30 Sep 24 30 Sep 23
£’000 £’000
Unsecured deposits 3,750 2,321
Performance bonds and other secured deposits 915 355
––––––––––– –––––––––––
4,665 2,676
––––––––––– –––––––––––
––––––––––– –––––––––––
The Group’s floating rate financial assets comprise cash, short-term performance bonds and other secured
deposits held with banks whose credit ratings are acceptable to the Board. The interest rate profile of the
Group’s bank borrowings is set out in note 20.
Credit risk
Credit risk is the risk of financial loss to the Group if a counterparty fails to meet its contractual obligations.
The Group’s principal financial assets include its financial interest in property assets, cash deposits and
trade and other receivables. The carrying amount of financial assets recorded in the financial statements
represents the Group’s maximum exposure to credit risk without taking account of the value of any
collateral obtained.
In the event of default by an occupational tenant, the Group will suffer a rental shortfall and incur
additional costs.
The Directors continually monitor tenant arrears in order to anticipate, and minimise the impact of,
defaults by occupational tenants and if necessary, where circumstances allow, will apply rigorous credit
control procedures to facilitate the recovery of trade receivables.
Under IFRS 9, the Group is required to provide for any expected credit losses arising from trade
receivables. For all assured shorthold tenancies, credit checks are performed prior to acceptance of the
tenant. Regulated tenants are incentivised through the benefit of their tenancy agreement to avoid default
on their rent and rent deposits are held where applicable.
The Directors have provided for rental and other arrears due from various tenants which amounts to
£5,000 at 30 September 2024 (2023: £273,000) and which remain outstanding at the date of signing
these financial statements. The movement in the bad debt provision during the year is set out on page 68.
The impaired receivables are based on a review of expected credit losses. Impaired receivables and
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STRATEGIC REPORT (continued)
receivables not considered to be impaired are not material to the financial statements and, therefore, no
further analysis is provided.
The credit risk on cash deposits is managed through the Company’s policies of monitoring counterparty
exposure and the use of counterparties of good financial standing. At 30 September 2024, the credit
exposure from cash held with banks was £4.7 million which represents 7.6% of the Group’s net assets. All
cash deposits at the balance sheet date are placed with banks, whose credit ratings are acceptable to the
Board. Should the credit quality or the financial position of the banks currently utilised significantly
deteriorate, unsecured cash deposits would be moved to alternative banks.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.
The Group seeks to manage its liquidity risk by ensuring that sufficient cash is available to meet its
foreseeable needs. At the balance sheet date, the Group had cash deposits of £4.7 million and will look to
raise additional funds as required by way of property leasing, asset sales, third party investment or other
equity issues.
Section 172 statement
Directors’ duty to promote the success of the Company under Section 172 Companies Act 2006
The strategic report is required to include a statement that describes how the directors have had regard to
the matters set out in section 172(1) (a) to (f) of the Companies Act 2006 when performing their duty
under section 172. Some of the matters identified in Section 172(1) are already covered by similar provisions
in the QCA Code and have thus been previously reported by the Company in the corporate governance
statement, the corporate governance report and the QCA statement of compliance on our website. In order
to avoid unnecessary duplication, the relevant parts of those documents are identified below and are to be
treated as expressly incorporated by reference into this strategic report. Under section 172 (1) of the
Companies Act 2006, each individual director must act in the way he considers, in good faith, would be the
most likely to promote the success of the Company for the benefit of its members as a whole, and in doing
so have regard (amongst other matters) to six matters detailed in the section. In discharging their duties,
the directors seek to promote the success of Conygar for the benefit of members as a whole and have regard
to all the matters set out in Section 172(1), where applicable and relevant to the business, taking account
of its size and structure and the nature and scale of its activities in the commercial property market. The
following paragraphs address each of the six matters in Section 172(1) (a) to (f).
(a) The likely consequences of any decision in the long term: The commercial property market is cyclical
by nature. Investing in commercial property is a long-term business. The decisions taken must have
regard to long-term consequences in terms of success or failure and managing risks and
uncertainties. The directors cannot expect that every decision they take will prove, with the benefit
of hindsight, to be the best one - external factors may affect the market and thus change conditions
in the future, after a decision has been taken. However, the Group’s investment decisions are
undertaken by a Board with a wide range of experience, over many years, in both the property and
finance sectors.
(b) The interests of the Company’s and Group’s employees: The Company has five full-time employees,
including the chief executive, two property directors and the finance director. These executive
directors sit on the Board with the non-executive directors. The Group also has a growing workforce
to support its operations at TIQ, all of which are employed by a wholly-owned group company. The
commitment of the Board to its employees is set out in the ESG Report on page 23 of this annual
report.
(c) The need to foster the Company’s business relationships with suppliers, customers and others: The
directors have regularly reported in the Company’s annual reports on the constructive relationships
that Conygar seeks to build with its tenants and the mutual benefits that this brings to both parties;
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STRATEGIC REPORT (continued)
and this reporting has been extended over the past two years following Principle 3 of the QCA Code
to include suppliers and others. This is therefore addressed under Principle 3 in the QCA compliance
statement. In recent years, it has been vital to foster our business relationships with tenants given
external factors, such as political and economic uncertainty.
(d) The impact of the Company’s operations on the community and the environment: This is also
addressed under Principle 3 of the QCA Code in the QCA compliance statement. Due to its size
and structure and the nature and scale of its activities, the Board considers that the impact of
Conygar’s operations as a landlord on the community and the environment is low. With the exception
of 1 TIQ and Winfield Court, Conygar’s assets are used by its tenants for their own operations rather
than by Conygar itself. In the past year, the Company has not been made aware of any tenant
operations that have had a significant impact on the community or the environment. In relation to
1 TIQ and Winfield Court, as well as ongoing and future planned developments, Conygar seeks to
ensure that designs and construction comply with all relevant environmental standards and with
local planning requirements and building regulations so as not to adversely affect the community
or the environment. As the Group’s owner occupied and managed properties continue to expand,
the Board will continue to monitor its potential increased impact on the community and the
environment. Further details of this are set out in the ESG section of this annual report on
pages 21 to 24.
(e) The desirability of the Company maintaining a reputation for high standards of business conduct:
This is addressed under Principle 8 of the QCA Code in the corporate governance statement and
in the QCA compliance statement. The Board considers that maintaining Conygar’s reputation for
high standards of business conduct is not just desirable - it is a valuable asset in the competitive
commercial property market.
(f) The need to act fairly as between members of the Company: The Company has only one class of
Ordinary shares, thus those shareholders have equal rights and, regardless of the size of their holding,
every shareholder is, and always has been, treated equally and fairly. Relations with shareholders
are further addressed under Principles 2, 3 and 10 of the QCA Code in the corporate governance
report and the QCA compliance statement. We have been reviewing how we communicate with
shareholders and are encouraging shareholders to adopt electronic communications and proxy
voting in place of paper documents where this suits them, as well as to raise questions in writing if
they are unable to attend AGMs.
This report was approved by the Board on 16 December 2024 and signed on its behalf by:
R T E Ware
Director
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STRATEGIC REPORT (continued)
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CORPORATE GOVERNANCE REPORT
Corporate governance code
The directors consider it important that appropriately high standards of corporate governance are
maintained. In compliance with the AIM rules, the Company has therefore chosen to comply with the
QCA Code.
The workings of the Board and its committees
The Board
The Board is responsible for the overall leadership of the Company, the success of the Group and is
accountable to shareholders for the performance of the business. The Board comprises the chief executive,
two property directors, the finance director and two independent non-executive directors.
The principal role of the Board is to set the Group’s strategy and to review regularly its performance against
that agreed strategy. As set out in the biographies below, the Board members have a broad range of skills
and experience which enable them to effectively carry out their corporate governance duties and
responsibilities. Each member of the Board takes responsibility for maintaining his skill set, which includes
roles on other boards and ongoing continued professional development.
The Board directs and monitors the Group’s affairs within an evolving framework of controls which enable
risk to be assessed and managed effectively. A statement of going concern and a statement of the directors’
responsibilities in respect of the financial statements is given on pages 28 and 29.
Biographies
Non-executive chairman – Nigel Hamway
Nigel Hamway qualified as a member of the Institute of Chartered Accountants in England and Wales
with Peat Marwick after obtaining a degree from Cambridge University. He joined Dubilier PLC as chief
financial accountant, leaving to take up a position in international corporate finance at Charterhouse Bank
in 1986, becoming a director in 1990.
From 1991 to 2016, he was a director of Charterhouse Development Capital. For several years he was
responsible for Charterhouse's international investment business. He has had extensive board experience
in many countries and businesses.
Chief executive – Robert Ware
Robert Ware qualified as a member of the Institute of Chartered Accountants in England and Wales with
Peat Marwick. He served as a director of Development Securities PLC between 1988 and 1994, filling
the roles of joint managing director and finance director in the latter stage of his tenure.
He joined MEPC Plc in June 1997, serving first as corporate development director and then as deputy
chief executive until June 2003. He is also chairman of Marwyn Value Investors Limited, which is quoted
on the London Stock Exchange.
Property director – Christopher Ware
Christopher Ware graduated from the University of Exeter before completing a masters degree in real
estate at Reading. He started his career at Colliers International, working in the Central London investment
team and becoming a chartered surveyor during that time before joining Conygar in 2012. Christopher is
also a CFA charterholder.
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CORPORATE GOVERNANCE REPORT (continued)
Property director – Freddie Jones
Freddie Jones graduated from St Andrews University before going on to Bayes Business School where he
completed an MSc in real estate finance and graduated from there in 2007. He joined Conygar in 2008
and has since then managed multiple investment and development projects for the Group.
Finance director – David Baldwin
David Baldwin qualified as a member of the Chartered Association of Certified Accountants in 1992.
He joined Frogmore Estates PLC as a commercial and residential property accountant in 1995 before
moving to Prestbury Investment Holdings Limited as financial controller until 2015. He then joined the
Company, also as its financial controller, before being appointed company secretary in April 2020 and
finance director in May 2021.
Non-executive director – Bim Sandhu
Bim Sandhu is a graduate of the LSE and was secretary of the KPMG UK Property & Construction Group
after qualification as a chartered accountant. He left to become finance director and then managing director
of the UK operations of a client, Hudson Conway, an Australian listed developer. Bim was co-founder and
CEO of UK developer Raven Mount plc and co-founder of Raven Property Group Limited, a developer
of logistics warehouses, and co-founder and chairman of Raven Audley Court plc, a developer and operator
of assisted living facilities. He was previously chairman of the audit committee of AEW UK REIT plc and
Africa Logistics Properties Holdings Limited, and is currently CEO of The Santon Group.
Workings of the Board
The Board has a formal schedule of matters to consider. All directors have access to the advice and services
of the company secretary who is responsible to the Board for ensuring that Board procedures are followed
and that applicable rules and regulations are complied with. In addition, the company secretary ensures
that the directors receive appropriate training as necessary. The appointment and removal of the company
secretary is a matter for the Board as a whole.
The Board met formally seven times in the year, reviewing trading performance, ensuring adequate
funding, setting and monitoring strategy, examining acquisition and disposal opportunities and reporting
to shareholders. The non-executive directors have a particular responsibility to ensure that the strategies
proposed by the executive directors are fully considered. The chairman ensures that the directors may take
independent professional advice as required at the Company’s expense. Outside of the formal meetings
the directors are in regular contact to ensure they are fully briefed with the ongoing activities of the Group
and to deal with any matters, in a timely manner, as and when they arise. The outside commitments of the
non-executive directors are also regularly monitored to ensure they have sufficient capacity to properly
consider, advise and monitor the Group’s activities.
The following committees deal with specific aspects of the Group’s affairs.
Remuneration committee
The Company’s remuneration committee is chaired by N J Hamway and its other member is B S Sandhu.
It is responsible for making recommendations to the Board, within agreed terms of reference, on the
Company’s framework of executive remuneration and its cost. The committee determines the contract
terms, remuneration and other benefits for each of the executive directors, including awards under the
profit-sharing plan, special discretionary and any other bonus awards, pension rights and compensation
payments. The Board itself determines the remuneration of the non-executive directors. The non-executive
directors are not involved in any discussions or decisions about their own remuneration.
Further details of the Company’s policies on remuneration, service contracts and compensation payments
are included in the directors’ remuneration report on pages 25 to 26.
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CORPORATE GOVERNANCE REPORT (continued)
Audit committee
The audit committee is chaired by N J Hamway and its other member is B S Sandhu, and it meets not
less than twice annually. The committee also provides a forum for reporting by the Company’s external
auditor. Meetings are also attended, by invitation, by the chief executive, the finance director and any
relevant senior management.
The audit committee is responsible for reviewing a wide range of matters including the half-year and
annual financial statements before their submission to the Board and monitoring the controls which are
in force to ensure the integrity of the information reported to the shareholders. The audit committee advises
the Board on the appointment of external auditors and on their remuneration both for audit and non-audit
work, and discusses the nature, scope and results of the audit with its external auditors. The audit
committee keeps under review the cost effectiveness and the independence and objectivity of the external
auditor.
Key activities of the audit committee for the year under review
1. Reviewing and, where necessary, challenging the Group’s annual report and financial statements
for the year ended 30 September 2024 and the unaudited interim results for the six months to
31 March 2024 to ensure they are fair, balanced and understandable for shareholders and other
users of the accounts.
2. Holding committee meetings with the Group’s auditor to discuss the findings of the audit to include:
l An assessment of the effectiveness of the audit process;
l A review of the key accounting judgements on the financial statements;
l Discussing any material issues that arose during the audit; and
l Assessing the overall control environment.
3. Assessing the remuneration, independence, objectivity and effectiveness of the external auditor.
4. Reviewing the system of internal controls, fraud detection and risk management.
5. Reviewing the adequacy and security of the Company’s arrangements for whistleblowers to raise
concerns about possible wrongdoing.
Meetings and attendance
The directors attended the following meetings during the year:
Audit Remuneration
Board committee committee
N J Hamway 7/7 2/2 2/2
R T E Ware 7/7 – –
F N G Jones 7/7 – –
C J D Ware 7/7 – –
B S Sandhu 7/7 2/2 2/2
D Baldwin* 7/7 2/2 –
* D Baldwin was invited to attend the relevant part of the audit committee meetings.
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CORPORATE GOVERNANCE REPORT (continued)
Independent non-executive directors
Bim Sandhu became a director of the Company in March 2020; he has been a shareholder in the Company
since inception and currently holds a 7.66% interest in the shares of the Company. Bim has extensive
relevant experience as a public company director both as an executive and as a non-executive director,
particularly in finance and property and has substantial stakes in a number of listed and unlisted companies.
Nigel Hamway has been a director since inception and he and his family own 2.14% of the Company’s
shares. Nigel is an experienced investor and company director across many sectors. These non-executive
directors demonstrate a range of experience and sufficient calibre to bring independent judgement on
issues of strategy, performance, resources and standards of conduct which are vital to the success of the
Company. Furthermore, the shareholdings of both Nigel and Bim align their interest in the Company with
those of shareholders and their board directorships elsewhere gives them extensive experience of ensuring
that the interests of all stakeholders are considered.
Bim and Nigel are not employed by the Company and only receive, from the Company, the fees as set out
in the directors’ remuneration report.
Evaluating Board performance
Assessment of the Board’s performance and that of its committees is undertaken by the Board as a whole,
led by the Company’s chairman. Although the Company has no formal procedure for measuring the
effectiveness of the Board, the Board carefully reviews its effectiveness by reference to financial
performance, adherence to budgets, succession planning and the overall growth of the Company and taking
account of the opinions and insights of its auditor, nominated adviser, broker, legal and other advisers.
The method of assessing Board effectiveness and performance will be reviewed on a continuous basis.
Training and development
An induction programme is arranged for newly appointed directors which includes papers and meetings
on the business, current strategy and shareholder expectations. Guidance is also given on the duties,
responsibilities and liabilities of a director of a listed company and key Board policies and procedures.
Directors have access to training as required and are encouraged to continue their own professional
development through attendance at seminars and briefings.
Promoting ethical values and behaviours
The Board is committed to ensuring that the Company operates according to the highest ethical standards
for which it has primary responsibility. The directors believe that the main determinant of whether a
business behaves ethically and with integrity is the quality of its people. As the Board currently fulfils the
responsibilities that might otherwise be assumed by a nominations committee, the directors have
responsibility for ensuring that individuals employed by the Company demonstrate the highest levels of
integrity and undertake reviews of its employees regularly. In addition, the Company has policies for
whistleblowing, bribery and anti-corruption and a share dealing code.
Relations with shareholders
Communications with shareholders are given high priority. The Company issues its results to shareholders
promptly and also publishes them on its website. Regular updates are also provided, as required, in relation
to the Group and its property portfolio. Pages 7 to 15 of these financial statements include a detailed
review of the business and future developments and the Company’s website is found at www.conygar.com.
The Board uses the AGM and results meetings to communicate with private and institutional investors
and welcomes their participation. Details of resolutions to be proposed at the AGM on 28 January 2025
can be found in the notice of the meeting on page 73.
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The Conygar Investment Company PLC
CORPORATE GOVERNANCE REPORT (continued)
Internal control
The directors acknowledge that they are responsible for the Company’s systems of internal control and
for reviewing their effectiveness. The systems are designed to manage, rather than eliminate, the risk of
failure to achieve the Company’s strategic objectives, and can only provide reasonable, not absolute,
assurance against material misstatement or loss.
The Company’s key risk management processes and systems of internal control procedures include the
following:
l Management structure: Authority to operate is delegated to executive directors within limits set by
the Board. The appointment of executives to the most senior positions within the Group requires
the approval of the Board.
l Identification and evaluation of business risks: The major financial, commercial, legal, regulatory
and operating risks within the Group are identified through annual reporting procedures.
l Information and financial reporting systems: The Group's planning and financial reporting
procedures include detailed operational budgets for the year ahead which are reviewed and approved
by the Board.
l Investment appraisal: A budgetary process and authorisation levels regulate capital expenditure. For
expenditure beyond specified levels, detailed written proposals have to be submitted to the Board.
Commercial, legal and financial due diligence work is, where possible, carried out if a business is to
be acquired.
l Audit committee: The audit committee monitors the controls which are in place and any perceived
weakness in the control environment. The audit committee also considers and determines relevant
action in respect of any control issues raised by the external auditor.
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The Conygar Investment Company PLC
ESG REPORT
Our ESG vision
To be an innovative leader in the communities in which we invest, create and operate – and to ensure we
have a robust ESG programme that underpins all that we do.
ESG policy
At Conygar we appreciate that our activities and services may have a direct impact on the natural, human
and building environment. We aim to incorporate environmental, social and governance (“ESG”) principles
in all our investment processes, our property developments and our operations, so that we can better
safeguard the world in which we live, enhance our society and comply with applicable laws, regulations
and other environmentally-oriented requirements.
The Board is mindful of its responsibilities to all of its stakeholders, including the wider community, when
it makes decisions in setting and implementing the Company’s strategy. In considering environmental
responsibility, the Board has regard to climate, nature and sustainability. We want to be able to demonstrate
strong governance to meet the long-term interests of our investors and wider stakeholders. Alongside our
fiduciary, regulatory and legal responsibilities, we are committed to ensuring that ESG is embedded across
our operations and in our investment decision making process. Where appropriate, we look to align with
internationally recognised standards.
We have an active approach to property development and asset management of built mixed-use
environments in the UK. As such, we are able to take existing assets and improve their environmental
efficiency at the same time as fulfilling our financial goals.
We believe our key priority ESG areas are:
l Governance and disclosure
l Responsible investment
l Working collaboratively
l Meeting our legal obligations
These priority areas incorporate environmental responsibility, social responsibility and corporate
governance.
Our commitments
l We will ensure that our property development activities integrate ESG considerations, including the
effects of climate change, into the design process.
l We will regularly engage on ESG with our communities, employees, tenants and business partners.
l We will manage our own impact from our operations including office, travel and procurement
activities and in the shared areas within the properties of our portfolio.
l We will partner with key contractors to help deliver on our commitments.
Our ESG goals
l Develop a mechanism for estimating and understanding our greenhouse gas Scope 3 (“GHG”)
emissions, as well as further documenting GHG emissions within our control, to identify potential
reductions and support the development of our approach towards carbon neutrality.
l Regularly engage our stakeholders on ESG risks and opportunities, providing support and guidance
where possible, in order to create sustainable outcomes for the benefit of our stakeholders, the
communities in which we operate and the environment.
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ESG REPORT (continued)
l Seek opportunities to reduce the environmental and social impact of our developments throughout
construction and their operational life and embed opportunities to enhance the surrounding
environment and communities.
How we apply this policy
l This policy is informed and supported by our approach to ESG, as set out below.
l The Board has responsibility for approving this policy.
l This policy is included alongside our employee handbook, tenant handbook (being developed) and
procurement policy to inform our tenants, business partners and staff of our commitments.
l This policy is reviewed annually.
How we monitor and report against this policy
l We report against this policy through our Company’s board papers and annual reports.
l Our ESG performance reporting is readily accessible to our tenants and business partners and is
also available to the public on request.
We are committed to continual improvement and therefore, when weaknesses in our performance are
identified, we will take action to strengthen our systems by allocating resources and responsibilities
internally, or by appointing experts to provide assistance.
Our approach to ESG
Environment
We are committed to minimising the environmental impact of our developments and to improving the
resilience of our properties to the long-term impacts of climate change. As part of this we will:
l where possible and within our control, ensure our developments match or exceed best practice
environmental performance benchmarks;
l constantly work on improving indoor environmental quality, and minimising energy and water
demand and embodied carbon, investigate onsite renewable energy and promote sourcing of
sustainable materials in our property acquisition, development and management activities;
l ensure that design and management of our public realm and outdoor spaces promotes resilience to
extreme weather events, helps to manage pollution such as emissions to air and provides diverse
habitats for biodiversity;
l design and manage our spaces to minimise and manage waste, energy and water and to help our
tenants to do the same;
l work with our contractors, consultants and suppliers to drive environmental performance through
our procurement policy and other engagement activities; and
l ensure that we consider ESG implications in all asset acquisitions and physical works including
transitional and physical climate implication and actively plan to reduce environmental impact and
risk through development of key performance indicators at company and asset level.
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ESG REPORT (continued)
Social responsibility
Conygar recognises that our activities create opportunities to enhance society, but also risks. We proactively
manage both to ensure the best possible outcomes for our communities, employees, tenants and business
partners.
The Board is committed to fairness and to encouraging diversity on the Board and in its operations,
including prevention of any forms of discrimination including under the terms of the Equality Act 2010.
The terms of reference on the remuneration committee include a requirement for it to regularly review
the structure, size and composition of the Board including the skills, knowledge, experience and diversity
of the directors. The committee’s report includes commentary on its work in this respect. The corporate
governance report includes details of the composition of the Board, including a description of the balance
of skills, experience and gender on the Board.
Community
Inclusive design is critical to community development. As such, we:
l engage regularly with the communities in which we operate in order to understand their changing
needs;
l encourage architects and designers to focus on enhancing the living environment for our
communities, thus designing spaces that promote diversity and inclusion to create vibrant
communities; and
l work to ensure the health and safety of the community which is a fundamental consideration of
every decision we make.
Employees
We are a growing team and our staff are our most important asset. We are committed to creating a
workplace that allows them to thrive. Our commitments to staff are detailed in our employee handbook
and include:
l strong employee engagement through regular team meetings and informal discussions;
l fair employee remuneration practices which mean our staff receive competitive pay for the same or
similar jobs, qualifications and experience within the market;
l implementation of robust health and safety procedures to manage our key risks in order to create a
proactive safety culture; and
l commitment to being an equal opportunities employer and ensure the recruitment, selection,
training, development and promotion of individuals is on the basis of their qualifications, experience
and performance.
Tenants
Engaging with our tenants is essential for delivering true ESG value. We recognise that the way that our
tenants use our buildings has significant influence on the ESG performance of our assets.
l We promote ESG criteria as part of our tenant handbook (being developed), which is a key
document for engaging with tenants’ ESG performance.
l We will undertake periodic reviews of tenant satisfaction, helping to drive and influence design,
refurbishment and maintenance of our buildings in a way that supports the needs of our tenants.
l We look to provide spaces which promote safety, health and wellbeing of our tenants and their
customers.
24
The Conygar Investment Company PLC
ESG REPORT (continued)
Business partners
We have an obligation to fulfil the financial goals of our business partners in our activities and our partners
are increasingly requesting information relating to ESG. We undertake the following:
l proactive engagement on ESG risks and opportunities with our partners;
l data collection, aggregation and reporting to those partners to help provide context on our ESG
performance; and
l to work with our partners to fulfil their goals and targets for ESG performance.
Consultants, contractors and suppliers
Engaging and partnering with our consultants, contractors and suppliers is crucial in delivering
performance against this ESG policy and our ESG commitments. Accordingly, we:
l adhere to specific social and labour standards set out in our procurement policy;
l partner with key contractors and consultants to deliver the commitments set out in this policy;
l require our key suppliers to have their own ESG commitments or, where they are a small business,
to adhere to the key principles of our ESG policy;
l partner with key suppliers to promote health, safety and wellbeing of our building users; and
l work with key contractors, consultants and suppliers to collect data on our ESG performance to
help us manage and improve ESG metrics and targets over time.
Governance
Conygar believes that robust and effective governance is the foundation for operating in line with our
fiduciary duty and the applicable regulations. It is also fundamental for meeting the commitments we make
to ourselves, the environment and to all our stakeholders. We always perform to the highest standards of
ethical conduct with all of our staff complying with the codes of their professional bodies and those detailed
in their individual employment contracts and our employee handbook. In line with this, we:
l carry out our business fairly, honestly and openly by combating bribery, corruption and fraud;
l recognise and proactively manage the risks we face in relation to data protection, privacy and
cybersecurity by implementing robust systems and regular staff training;
l respect our shareholders’ rights by operating transparently and ensuring we communicate openly
and in a timely manner; and
l ensure fair executive compensation which means our executives receive pay arrangements in line
with market standards.
This report was approved by the Board on 16 December 2024 and signed on its behalf by:
D Baldwin
Director
Remuneration committee
The Company’s remuneration committee is chaired by N J Hamway and its other member is B S Sandhu.
The committee makes recommendations to the Board, within agreed terms of reference, on an overall
remuneration package for executive directors and any other senior executives.
Remuneration policy and review
The Company’s policy on directors’ remuneration remains that the overall remuneration package should
be sufficiently competitive to attract, retain and motivate high quality executives capable of achieving the
Group’s objectives and thereby enhancing shareholder value. The package consists of a basic salary with
the potential for significant performance-related bonuses aligned to growth in shareholder value, as
represented by net assets per share. All head office employees are employed by the Company. All operational
and management individuals employed in connection with 1 TIQ are employed by a wholly-owned group
company, The Island Quarter Careers Limited. All operational and management individuals employed in
connection with Winfield Court are employed directly by Fresh Property Group.
The details of individual components of the executive remuneration package and service contracts are
summarised below.
Basic salary and benefits are reviewed annually at the complete discretion of the remuneration committee.
At present, the directors receive no benefits.
The profit-sharing plan (the “plan”) is an annual plan in which executive directors and senior executives
will be entitled to an allocation of a profit-sharing pool. The plan requires that the fully diluted net asset
value per share must be at least 250p, and the mid-market share price must average at least 230p in the
three months prior to any payment. When the asset value hurdle is passed the remuneration committee
can accrue a profit-sharing pool, however this will not be allocated or paid out until the share price criterion
is met, and the committee is satisfied that the net asset value is based on realised profits.
The plan is based upon the increase in the audited fully diluted net asset value per share of the Company.
The profit-sharing pool is 20% of any increase in the net asset value per share at 30 September over the
previous highest audited diluted net asset value per share (“high watermark”) which was 196.3p. This
ensures that executive directors cannot accrue any profit share twice in respect of the same net asset value
growth. The previous high watermark was at 30 September 2014.
A schedule showing the calculation will be published in the financial statements should any profit share
accrue.
The remuneration committee has absolute discretion over participation, pool allocation and determination
of performance conditions, save in a limited number of circumstances covering change in control and
certain good leaver provisions.
Pension contributions are limited to contributions by way of the Company’s workplace pension scheme.
Service contracts are arranged to ensure that all executive directors have contracts of employment with
provision for termination on no more than 12 months’ notice.
25
The Conygar Investment Company PLC
DIRECTORS’ REMUNERATION REPORT
Non-executive directors
Neither of the non-executive directors have service contracts. Letters of appointment provide for a period
of three years which may be extended by mutual agreement for a further three years. N J Hamway’s letter
of appointment was last extended on 21 October 2024 and B S Sandhu’s letter of appointment was
extended on 3 March 2023. The remuneration of the non-executive directors takes the form solely of fees,
which are set by the Board, having taken advice on appropriate levels. The non-executive directors are not
involved in any discussions or decision about their own remuneration.
Service contracts
The service contracts and letters of appointment of the directors include the following terms:
Unexpired term Notice period
Executive directors Date of contract (months) (months)
R T E Ware 11 May 2021 N/A 12
F N G Jones 11 May 2021 N/A 12
C J D Ware 26 January 2018 N/A 12
D Baldwin 1 September 2021 N/A 12
Non-executive directors
N J Hamway 21 October 2024 36 6
B S Sandhu 3 March 2023 18 6
R T E Ware and N J Hamway will retire by rotation at the AGM and, being eligible, offer themselves for
re-election.
Directors’ emoluments
2024
2023
Basic Basic
Executive directors salary Fees Total salary Bonus Fees Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
R T E Ware 400 – 400 400 - – 400
F N G Jones 165 – 165 165 25 – 190
C J D Ware 165 – 165 165 25 – 190
D Baldwin 165 – 165 165 25 – 190
Non-executive directors
N J Hamway – 90 90 – – 90 90
B S Sandhu – 51 51 – – 50 50
–––––– –––––– –––––– –––––– –––––– –––––– ––––––
895 141 1,036 895 75 140 1,110
–––––– –––––– –––––– –––––– –––––– –––––– ––––––
–––––– –––––– –––––– –––––– –––––– –––––– ––––––
No non-cash benefits were paid to directors.
This report was approved by the Board on 16 December 2024 and signed on its behalf by:
N J Hamway
Chairman
26
The Conygar Investment Company PLC
DIRECTORS’ REMUNERATION REPORT (continued)
Directors’ report
The directors present their report, of which the corporate governance report forms a part, and the accounts
of the Group and the Company for the year ended 30 September 2024.
Principal activities and review of the business
The principal activity of the Group and the Company during the year was property trading, property
investment, acquiring property assets with development and investment potential, and investing in
companies with significant property assets. The Company’s principal subsidiaries are listed in note 13 to
the accounts.
A review of the Company’s activities and likely future developments during this year is dealt with in the
chairman’s and chief executive’s statement and the strategic report.
Significant events since the balance sheet date
Credit approval was received from Barclays on 11 December 2024 to restructure the terms of the
development loan provided in connection with Winfield Court. Further details of the approved terms are
set out in note 20.
Results and dividends
The Group’s trading results for the year and the Group’s and Company’s financial position at the end of
the year are reported in the attached financial statements.
The directors do not recommend a dividend in respect of the year ended 30 September 2024 (2023: nil).
Directors’ interest in ordinary shares
The directors’ interests in the shares of the Company, together with their beneficial and family interests,
were as follows:
Ordinary shares
30 September 2024 30 September 2023
R T E Ware 4,856,050 4,750,000
B S Sandhu 4,567,000 4,500,000
N J Hamway 1,276,700 1,189,700
C J D Ware 1,113,335 1,113,335
F N G Jones 179,200 179,200
D Baldwin 15,000 15,000
––––––––––––––––––––––––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––––––––––––––––––––––––
27
The Conygar Investment Company PLC
DIRECTORS’ REPORT
Directors’ interest in ZDP shares
On 3 October 2023, the directors subscribed for the following ZDP shares at the issue price of £1 per
ZDP share:
ZDP shares
30 September 2024 3 October 2023
R T E Ware 250,000 250,000
B S Sandhu 250,000 250,000
N J Hamway 250,000 250,000
C J D Ware 10,000 10,000
F N G Jones 15,000 15,000
D Baldwin 15,000 15,000
––––––––––––––––––––––––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––––––––––––––––––––––––
There have been no changes in the directors’ shareholdings of ordinary shares or ZDP shares since the
year end.
Directors’ indemnities
The Company has made qualifying third-party indemnity provisions for the benefit of its directors which
remain in force at the date of this report.
Major interests in shares
At 16 December 2024, the directors have been notified that the following shareholders have an interest of
3% or more in the Company’s issued share capital:
Name No of shares %
Premier Miton Group PLC 8,892,089 14.91
R T E Ware 4,856,050 8.14
B S Sandhu 4,567,000 7.66
Armstrong Investments Limited 3,600,000 6.04
Political donations
The Group made no political donations during the year (2023: £nil).
Financial instruments
Details of the Group’s financial instruments are given in note 26.
Going concern
The Group’s liquidity and cash flow forecasts, looking ahead up to two years, are considered at each Board
meeting along with a review of tenant covenants and rental collection performance. The Group has
committed, and expects to further commit, substantial amounts of cash to progress its pipeline of
development projects, in particular at TIQ. However, it will always ensure that such commitments are
limited to the extent of its available resources. Furthermore, in order to continue with the long-term
progression of these projects, the Group will need to raise substantial amounts either as debt, through
asset sales or from joint ventures and are continuing discussions in that regard.
28
The Conygar Investment Company PLC
DIRECTORS’ REPORT (continued)
However, as set out in the strategic report, the reduction in value of Winfield Court, in addition to the
lower than anticipated net operating income currently being achieved at that property, have prevented the
Group from flipping the Barclays development loan into the previously documented investment loan.
Furthermore, the valuation deficit has resulted in the LTV cover, as required by the Barclays development
loan to be in excess of the 60% covenant. As at the date of signing these financial statements, credit approval
has been received from Barclays for terms to restructure this loan and subject to completion of that
restructuring, rectify the LTV cover by way of the provision of additional property security.
Furthermore, as a result of the reduction in value of the properties at TIQ the 2 times cover, as defined in
the ZDP shares listing document, has fallen to 1.92 times. Whilst this has not resulted in a breach under
the terms of the listing document, if the Group intends, after the date of signing these financial statements,
to drawdown further amounts from its bank loan facilities, and the cover was expected to have remained
below 2 times, a special resolution would need to have been passed by the ZDP shareholders to enable
those future drawdowns.
With the £12 million loan facility from ASK expiring in November 2025, and the credit approved terms
for the Barclays development loan only currently allowing for its extension until December 2025, the
directors will need, over the coming year, to either renegotiate the terms for these existing loans, arrange
alternative debt or equity financing or sell property assets to enable their repayment.
Given the improving economic outlook and recent uplift in approaches from potential buyers and investors
in connection with our property assets we remain confident of achieving a suitable outcome in this regard
as well as obtaining further working capital for the Group. In addition, subject to the points noted above,
as at the date of signing these financial statements, the Group remains compliant with all of its other debt
covenants.
As such, the directors have a reasonable expectation that the Company has, at present, and will obtain, as
required, adequate resources to continue in operational existence for at least twelve months and so for this
reason, they continue to adopt the going concern basis in preparing the financial statements.
Statement of directors’ responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance
with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law
the directors have prepared the Company and Group financial statements in accordance with UK-adopted
International Financial Reporting Standards (IFRSs) and applicable law. Under company law the directors
must not approve the financial statements unless they are satisfied that they give a true and fair view of the
state of affairs of the Company and Group and the profit or loss of the Company or Group for that period.
In preparing the financial statements the directors are required to:
l select suitable accounting policies and then apply them consistently;
l make judgements and accounting estimates that are reasonable and prudent;
l state whether UK-adopted IFRSs have been followed, subject to any material departures disclosed
and explained in the financial statements; and
l prepare the financial statements on the going concern basis unless it is inappropriate to presume
that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position
of the Company and the Group and enable them to ensure that the financial statements comply with the
Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for
taking reasonable steps for the prevention and detection of fraud and other irregularities.
29
The Conygar Investment Company PLC
DIRECTORS’ REPORT (continued)
The directors have chosen, in accordance with S414c (11) of the Companies Act 2006, to include principal
risks and uncertainties within the strategic report.
Electronic publication
The directors are also responsible for the maintenance and integrity of the investor information contained
on the website. Legislation in the UK concerning the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
Disclosure of information to auditor
All of the directors have taken all the steps that they ought to have taken to make themselves aware of any
information needed by the auditor for the purposes of their audit and to establish that the auditor is aware
of that information. The directors are not aware of any relevant audit information of which the auditor is
unaware.
Auditor
Saffery LLP have expressed their willingness to continue in office and a resolution to appoint them as
auditor for the ensuing year will be proposed at the forthcoming AGM.
Annual General Meeting
The AGM of the Company will be held on Tuesday, 28 January 2025 at 11.00am at the offices of The
Conygar Investment Company PLC, First Floor, Suite 3, 1 Duchess Street London, W1W 6AN.
The formal notice of the meeting and the resolutions to be proposed at that meeting are attached on
page 73.
In addition to ordinary business, there are resolutions to give a director’s authority to disapply
pre-exemption rights and allot equity securities together with a resolution to give share buy-back
authorities.
By order of the Board
D Baldwin
Company secretary
16 December 2024
30
The Conygar Investment Company PLC
DIRECTORS’ REPORT (continued)
Opinion
We have audited the financial statements of The Conygar Investment Company Plc (the ‘Company’) and
its subsidiaries (the ‘Group’) for the year ended 30 September 2024 which comprise the consolidated
statement of comprehensive income, the consolidated and company statement of changes in equity, the
consolidated and company balance sheets, the consolidated and company cash flow statements and notes
to the financial statements, including significant accounting policies. The financial reporting framework
that has been applied in their preparation is applicable law and UK-adopted international accounting
standards.
In our opinion the financial statements:
l give a true and fair view of the state of affairs of the Group and of the Company as at 30 September
2024 and of the Group’s loss for the year then ended;
l have been properly prepared in accordance with UK-adopted international accounting standards;
and
l have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section of our report. We are independent of the
Group and the Company in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we
have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our approach to the audit
We tailored the scope of our audit to ensure that we obtained sufficient evidence to support our opinion
on the financial statements as a whole, taking into account the structure of the Group, the nature of the
Group’s accounting processes and controls, and the industry in which it operates.
As part of designing our audit, we determined materiality and assessed the risks of material misstatement
in the financial statements. In particular, we looked at where the Directors made subjective judgements,
for example in respect of significant accounting estimates that involved making assumptions and
considering future events that are inherently uncertain.
The risks of material misstatement that had the greatest effect on our audit, including the allocation of
our resources and effort, are discussed under “Key audit matters” within this report.
The Group consists of the Company, its fifteen active subsidiaries and its six dormant subsidiaries. Eighteen
of the twenty-one subsidiaries are registered in the UK, with the remaining three incorporated in Jersey.
All audit work for the active entities has been carried out by us. No work was undertaken by component
auditors.
Our Group audit scope included an audit of the Group and Company financial statements. Based on our
risk assessment, all non-dormant entities within the Group were subject to full scope audits and these
audits were performed by the Group audit team. The extent of the audit work performed on the
components was based on our assessment of the risk of material misstatement and of the materiality of
that component. The components within the scope of our audit work therefore covered 100% of Group
revenue, Group loss before tax and Group net assets.
At Group level we also tested the consolidation process and adjustments.
31
The Conygar Investment Company PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
THE CONYGAR INVESTMENT COMPANY PLC
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) we identified, including those which had the greatest
effect on the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the context of our audit of the financial statements as
a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter How our scope addressed this matter
Our audit procedures included the following:
l Agreeing the investment property valuations
to the external valuation reports;
l Checking inputs into the valuations were
correct by corroborating to underlying
confirmations and source date and were
consistent with our understanding of the
entity;
l Challenging the assumptions used in the
preparation of the valuation report, including
benchmarking the key assumptions and
inputs
to
external
market
data
and
comparable
property
transactions,
in
particular rental yields;
l Considering the impact of recent market
conditions and changes in inflation rates and
interest rates on the fair value calculation,
and performing sensitivity analysis on key
inputs;
l Assessing the competence, capabilities,
independence and integrity of the external
valuer;
l Confirming that revaluation adjustments and
fair value movements have been recorded in
accordance with IAS 16 and IAS 40; and
l Confirming
that
the
disclosure
and
presentation of the property valuations have
been prepared in accordance with IAS 16
and IAS 40.
Based on our audit procedures performed, we have
not identified any material misstatement arising
from the valuation of property.
Valuation of investment property and
property held under the revaluation model
The Group’s property held under the revaluation
model
and
investment
properties
under
construction at Nottingham represent significant
assets to the Group and are carried at their revalued
amount in accordance with IAS 16 and at fair value
in accordance with IAS 40 respectively on the
consolidated statement of financial position.
Properties relating to the Nottingham project are
accounted for as property, plant and equipment at
a revalued amount of £81.65m, and investment
properties under construction at a fair value of
£25.55m. The directors obtained a third-party
valuation to assist in their assessment of the revalued
amount or fair value of the property.
Due to the significance of the property to the
financial statements and the judgements used in
determining the revalued amount or fair value, the
valuation of property is considered to be a key audit
matter.
32
The Conygar Investment Company PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
THE CONYGAR INVESTMENT COMPANY PLC (continued)
Key audit matter How our scope addressed this matter
Our audit procedures included the following:
l Reviewing management’s consideration of
impairment from their comparison to market
appraisals;
l Verifying and challenging any assumptions,
estimates,
judgements
or
contentions
incorporated into management’s impairment
calculations, such as the use of market yield,
to supporting external evidence;
l Considering the impact of recent market
conditions and changes in inflation rates and
interest rates on the carrying value of the
development and trading properties, and
performing sensitivity analysis on key inputs;
l Testing the arithmetical accuracy of the
impairment calculations; and
l Reviewing disclosures made regarding the
impairment recognised in the year to check
they have been made in accordance with the
IFRS standards and agreeing to the
underlying model.
Based on our audit procedures performed, we have
not identified any material misstatement arising
from the impairment of development and trading
properties.
Our audit procedures included the following:
l obtaining, critically appraising and assessing
for arithmetical accuracy the Directors’
formal going concern assessment;
l reviewing the projected cashflows, availability
of external debt financing, and other available
evidence to assess the ability of the Company
to continue in operation for at least twelve
months from the date of approval of the
financial statements;
l reviewing the results of the Directors’
modelling of scenarios for cash flows based
on expected property development and
property sales, including the timing of, and
the level of expenditure on, property
development and sales, and assessing whether
the parameters selected are appropriate based
on the likelihood of occurrence and financial
impact;
Impairment of development and trading
properties
Included in the Group’s financial statements are
development and trading properties held at
£10.71m. Development and trading properties are
reported in the consolidated statement of financial
position at the lower of cost and net realisable value.
During the year an impairment loss of £53k was
charged
to
the
consolidated
statement
of
comprehensive income.
At each reporting date the directors assess whether
there is any indication that the development and
trading properties held are impaired. Where there is
an indication of impairment, the directors carry out
a full impairment assessment to determine an
estimate for the recoverable amount of the asset.
These impairment assessments incorporate a range
of assumptions, estimates and judgements, such as
land value and rental yield.
Due to the significance of the development and
trading properties to the financial statements and
the judgements involved in the impairment review
of development and trading properties, this is
considered to be a key audit matter.
Going concern
The going concern assumption is a fundamental
and pervasive principle in the preparation of
financial statements.
The Group currently holds significant external debt,
of which, at the reporting date, the carrying amount
was £44.24m for a loan which is repayable in March
2025 and a further carrying amount of £11.61m
which is repayable in November 2025. At the
reporting date, the Group does not have sufficient
liquidity to repay the debt in line with these
repayment dates. To continue as a going concern,
the Group must either renegotiate the debt terms
with lenders or sell property to raise the necessary
funds to enable repayment of the debt.
This position, together with the trading loss and the
continued downward value in the Group’s property
portfolio, give rise to greater inherent risk and raise
the concern as to whether the group has sufficient
resources to continue to meet its liabilities as they
fall due for a period of at least 12 months from the
date of approval of the financial statements.
33
The Conygar Investment Company PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
THE CONYGAR INVESTMENT COMPANY PLC (continued)
Key audit matter How our scope addressed this matter
Our application of materiality
We apply the concept of materiality in planning and performing our audit, in evaluating the effect of any
identified misstatements and in forming our opinion. Our overall objective as auditor is to obtain reasonable
assurance that the financial statements as a whole are free from material misstatement, whether due to
fraud or error. We consider a misstatement to be material where it could reasonably be expected to influence
the economic decisions of the users of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceeds materiality,
we use a lower materiality level, performance materiality, to determine the extent of testing needed.
Importantly, misstatements below this level will not necessarily be evaluated as immaterial as we also take
into account the qualitative nature of identified misstatements, and the particular circumstances of their
occurrence, when evaluating their effect on the financial statements.
Based on our professional judgement and taking into account the possible metrics used by investors and
other readers of the accounts, we have determined an overall Group materiality of £1,901,000 (2023:
£1,790,000) based on 1.5% of gross assets for the year ended 30 September 2024 (1.5% of gross assets
for the year ended 30 September 2023). Materiality of £1,155,000 (2023: £1,138,000) was used for the
Company based on 1.5% of gross assets (1.5% of gross assets for the year ended 30 September 2023),
capped to an appropriate level for Group purposes.
Group performance materiality was set at £1,520,000 (2023: £1,432,000) representing 80% of overall
materiality (2023: 80% of overall materiality). The Company performance materiality was set at £924,000
(2023: £910,000).
Due to the significant and pervasive nature of the
going concern assumption, and the increased
inherent risk that there is a material uncertainty
related to going concern, this is considered to be a
key audit matter.
l reviewing
the
appropriateness
of
the
disclosure around the directors’ assessment
of the Group and Company’s ability to
continue to adopt the going concern basis of
accounting;
l considering
material
events
after
the
reporting date to assess their impact on the
going
concern
assumption,
including
comparing post year end cash balances to
forecast positions, discussing these events
with the Directors;
l obtaining confirmation of the refinancing of
the Barclays development loan;
l assessing whether the revised loan repayment
schedule was appropriately modelled into the
going concern assessment; and
l reviewing the disclosures relating to going
concern included within these financial
statements to ensure they are consistent with
the
requirements
of
UK-adopted
international accounting standards, and that
they present a true and fair view to readers of
the financial statements.
Based on our procedures performed, we concluded
that there is no material uncertainty relating to
going concern and that the continued adoption of
the going concern basis in these financial statements
remains appropriate.
34
The Conygar Investment Company PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
THE CONYGAR INVESTMENT COMPANY PLC (continued)
35
The Conygar Investment Company PLC
We agreed with the Audit Committee to report all individual audit differences in excess of £95,000 (2023:
£90,000) in relation to the Group and £57,000 (2023: £57,000) for the Company, being the level below
which misstatements are considered to be clearly trivial. We also agreed to report any other identified
misstatements that warranted reporting on qualitative grounds.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis
of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors’
assessment of the Group and the Company’s ability to continue to adopt the going concern basis of
accounting is set out in the “Key audit matters” section above.
Based on the work we have performed, we have not identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast significant doubt on the Group or the Company's
ability to continue as a going concern for a period of at least twelve months from when the financial
statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described
in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than the financial
statements and our auditor’s report thereon. The Directors are responsible for the other information. Our
opinion on the financial statements does not cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the course of the audit
or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether this gives rise to a material misstatement in
the financial statements themselves. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
l the information given in the Strategic Report and the Directors’ Report for the financial year for
which the financial statements are prepared is consistent with the financial statements; and
l the Strategic Report and the Directors’ Report have been prepared in accordance with applicable
legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Company and their environment
obtained in the course of the audit, we have not identified material misstatements in the Strategic Report
or the Directors’ Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
l adequate accounting records have not been kept by the Company, or returns adequate for our audit
have not been received from branches not visited by us; or
l the Company financial statements are not in agreement with the accounting records and returns; or
l certain disclosures of Directors’ remuneration specified by law are not made; or
l we have not received all the information and explanations we require for our audit.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
THE CONYGAR INVESTMENT COMPANY PLC (continued)
Responsibilities of Directors
As explained more fully in the Directors’ Responsibilities Statement set out on page 29, the Directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and
fair view, and for such internal control as the Directors determine is necessary to enable the preparation
of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group and the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the Directors either intend to liquidate
the Group or the Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the Group and Company financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud. The specific procedures for this engagement and the extent to which these
are capable of detecting irregularities, including fraud are detailed below.
Identifying and assessing risks related to irregularities:
We assessed the susceptibility of the Group and Company’s financial statements to material misstatement
and how fraud might occur, including through discussions with the Directors, discussions within our audit
team planning meeting, updating our record of internal controls and ensuring these controls operated as
intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial
statements. We identified laws and regulations that are of significance in the context of the Group and
Company by discussions with Directors and by updating our understanding of the sectors in which the
Group and Company operate.
Laws and regulations of direct significance in the context of the Group and Company include The
Companies Act 2006, the AIM Rules for Companies and UK Tax legislation.
Audit response to risks identified:
We considered the extent of compliance with these laws and regulations as part of our audit procedures
on the related financial statement items including a review of Group and Company financial statement
disclosures. We reviewed the Company’s records of breaches of laws and regulations, minutes of
meetings and correspondence with relevant authorities to identify potential material misstatements
arising. We discussed the Company’s policies and procedures for compliance with laws and regulations
with members of management responsible for compliance.
During the planning meeting with the audit team, the engagement partner drew attention to the key areas
which might involve non-compliance with laws and regulations or fraud. We enquired of management
whether they were aware of any instances of non-compliance with laws and regulations or knowledge of
any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of
controls by testing the appropriateness of journal entries and identifying any significant transactions that
were unusual or outside the normal course of business. We assessed whether judgements made in making
accounting estimates gave rise to a possible indication of management bias. At the completion stage of the
audit, the engagement partner’s review included ensuring that the team had approached their work with
36
The Conygar Investment Company PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
THE CONYGAR INVESTMENT COMPANY PLC (continued)
appropriate professional scepticism and thus the capacity to identify non-compliance with laws and
regulations and fraud.
As Group auditors, our assessment of matters relating to non-compliance with laws or regulations and
fraud differed at Group and component level according to their particular circumstances.
There are inherent limitations in the audit procedures described above and the further removed
non-compliance with laws and regulations is from the events and transactions reflected in the financial
statements, the less likely we would become aware of it. Also, the risk of not detecting a material
misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may
involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through
collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16
of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s
members those matters we are required to state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the
Company and the Company’s members as a body, for our audit work, for this report, or for the opinions
we have formed.
Michael Di Leto (Senior Statutory Auditor)
for and on behalf of Saffery LLP
Statutory Auditors
71 Queen Victoria Street
London
EC4V 4BE
16 December 2024
37
The Conygar Investment Company PLC
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
THE CONYGAR INVESTMENT COMPANY PLC (continued)
Year ended Year ended
30 Sep 24 30 Sep 23
Note £’000 £’000
Rental income 12/15 549 141
Restaurant and events income 5,367 4,257
Other income 25 –
Proceeds on sale of development and trading properties – 9,650
–––––––––– ––––––––––
Revenue 5,941 14,048
–––––––––– ––––––––––
Direct costs of rental income 318 513
Direct cost of restaurant and events income 3,956 3,928
Property mobilisation costs 623 –
Costs on sale of development and trading properties – 9,524
Development costs written off 15 53 5,164
Other project costs written off 17 1,414 –
–––––––––– ––––––––––
Direct costs 6,364 19,129
–––––––––– ––––––––––
Gross loss (423) (5,081)
Fair value adjustment of property 11 (2,704) (30)
Fair value adjustment of investment properties under
construction 12 (25,597) (21,546)
Administrative expenses (4,565) (4,775)
–––––––––– ––––––––––
Operating loss 3 (33,289) (31,432)
Finance costs 6 (994) –
Finance income 6 331 186
–––––––––– ––––––––––
Loss before taxation (33,952) (31,246)
Taxation 8 – 1,714
–––––––––– ––––––––––
Loss and total comprehensive charge for the year (33,952) (29,532)
–––––––––– ––––––––––
–––––––––– ––––––––––
Attributable to non-controlling interests (283) –
Attributable to shareholders of the Company (33,669) (29,532)
Basic and diluted loss per share 10 (56.46)p (49.52)p
All of the activities of the Group are classed as continuing.
38
The Conygar Investment Company PLC
The notes on pages 45 to 71 form part of these accounts
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 30 September 2024
Capital Non-
Share redemption Retained controlling Total
capital reserve earnings Total interests equity
Group £’000 £’000 £’000 £’000 £’000 £’000
Changes in equity for the year
ended 30 September 2023
At 1 October 2022 2,982 3,928 117,694 124,604 – 124,604
Loss for the year – – (29,532) (29,532) – (29,532)
––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––
Total comprehensive charge for
the year – – (29,532) (29,532) – (29,532)
––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––
At 30 September 2023 2,982 3,928 88,162 95,072 – 95,072
––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––
––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––
Changes in equity for the year
ended 30 September 2024
At 1 October 2023 2,982 3,928 88,162 95,072 – 95,072
Loss for the year – – (33,669) (33,669) (283) (33,952)
––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––
Total comprehensive charge
for the year – – (33,669) (33,669) (283) (33,952)
––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––
At 30 September 2024 2,982 3,928 54,493 61,403 (283) 61,120
––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––
––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––
39
The Conygar Investment Company PLC
The notes on pages 45 to 71 form part of these accounts
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 30 September 2024
Capital
Share redemption Retained Total
capital reserve earnings equity
Company £’000 £’000 £’000 £’000
Changes in equity for the year
ended 30 September 2023
At 1 October 2022 2,982 3,928 76,569 83,479
Loss for the year – – (21,583) (21,583)
––––––––– ––––––––– ––––––––– –––––––––
Total comprehensive charge for the year – – (21,583) (21,583)
––––––––– ––––––––– ––––––––– –––––––––
At 30 September 2023 2,982 3,928 54,986 61,896
––––––––– ––––––––– ––––––––– –––––––––
––––––––– ––––––––– ––––––––– –––––––––
Changes in equity for the year
ended 30 September 2024
At 1 October 2023 2,982 3,928 54,986 61,896
Loss for the year – – (14,470) (14,470)
––––––––– ––––––––– ––––––––– –––––––––
Total comprehensive charge for the year – – (14,470) (14,470)
––––––––– ––––––––– ––––––––– –––––––––
At 30 September 2024 2,982 3,928 40,516 47,426
––––––––– ––––––––– ––––––––– –––––––––
––––––––– ––––––––– ––––––––– –––––––––
40
The Conygar Investment Company PLC
The notes on pages 45 to 71 form part of these accounts
COMPANY STATEMENT OF CHANGES IN EQUITY
for the year ended 30 September 2024
30 Sep 2024 30 Sep 2023
Note £’000 £’000
Non–current assets
Property, plant and equipment 11 82,599 15,116
Investment properties under construction 12 25,550 96,350
Deferred tax asset 8 – –
–––––––––– ––––––––––
108,149 111,466
–––––––––– ––––––––––
Current assets
Development and trading properties 15 10,710 2,880
Inventories 16 95 110
Trade and other receivables 17 3,140 2,203
Tax asset 28 28
Cash and cash equivalents 4,665 2,676
–––––––––– ––––––––––
18,638 7,897
–––––––––– ––––––––––
Total assets 126,787 119,363
Current liabilities
Trade and other payables 18 4,876 7,091
Bank borrowings 20 44,236 –
–––––––––– ––––––––––
49,112 7,091
–––––––––– ––––––––––
Non-current liabilities
Deferred tax liability 8 – –
Provision for liabilities and charge 19 – –
Bank borrowings 20 11,614 17,200
ZDP shares 21 4,941 –
–––––––––– ––––––––––
16,555 17,200
–––––––––– ––––––––––
Total liabilities 65,667 24,291
–––––––––– ––––––––––
Net assets 61,120 95,072
–––––––––– ––––––––––
–––––––––– ––––––––––
Equity
Called up share capital 22 2,982 2,982
Capital redemption reserve 3,928 3,928
Retained earnings 54,493 88,162
–––––––––– ––––––––––
Equity attributable to shareholders of the Company 61,403 95,072
Non-controlling interests (283) –
–––––––––– ––––––––––
Total equity 61,120 95,072
–––––––––– ––––––––––
–––––––––– ––––––––––
The accounts on pages 38 to 71 were approved by the Board and authorised for issue on 16 December
2024 and are signed on its behalf by:
R T E WARE
D BALDWIN }
41
The Conygar Investment Company PLC
The notes on pages 45 to 71 form part of these accounts
CONSOLIDATED BALANCE SHEET
at 30 September 2024
Company number: 04907617
30 Sep 2024 30 Sep 2023
Note £’000 £’000
Non–current assets
Investment in subsidiary undertakings 13 29 29
Investment in ZDP shares 14 10,893 –
–––––––––– ––––––––––
10,922 29
–––––––––– ––––––––––
Current assets
Development and trading properties 15 2,880 2,880
Trade and other receivables 17 59,661 70,911
Cash and cash equivalents 3,575 2,032
–––––––––– ––––––––––
66,116 75,823
–––––––––– ––––––––––
Total assets 77,038 75,852
Current liabilities
Trade and other payables 18 29,612 13,956
–––––––––– ––––––––––
Total liabilities 29,612 13,956
–––––––––– ––––––––––
Net assets 47,426 61,896
–––––––––– ––––––––––
–––––––––– ––––––––––
Equity
Called up share capital 22 2,982 2,982
Capital redemption reserve 3,928 3,928
Retained earnings 40,516 54,986
–––––––––– ––––––––––
Total equity 47,426 61,896
–––––––––– ––––––––––
–––––––––– ––––––––––
The Company has taken advantage of the exemption within section 408 of the Companies Act 2006 not
to present its own profit and loss account. The loss of the Company for the year was £14,470,000 (2023:
loss of £21,583,000) which includes £12.6 million (2023: £19.6 million) of expected credit losses for
loans to group undertakings, primarily as a result of the write down of investment properties in the year.
As at 30 September 2024, the entire balance of £40,516,000 in retained earnings represents distributable
reserves.
The Company is arranging for distributable reserves of certain wholly owned group undertakings to be
distributed to the Company in January 2025 such that the distributable reserves of the Company are
expected to increase by approximately £13 million on completion of those arrangements.
The accounts on pages 38 to 71 were approved by the Board and authorised for issue on 16 December
2024 and are signed on its behalf by:
R T E WARE
D BALDWIN }
42
The Conygar Investment Company PLC
The notes on pages 45 to 71 form part of these accounts
COMPANY BALANCE SHEET
at 30 September 2024
Company number: 04907617
Year ended Year ended
30 Sep 24 30 Sep 23
Note £’000 £’000
Cash flows from operating activities
Operating loss (33,289) (31,432)
Fair value adjustment of investment properties held
for construction 12 25,597 21,546
Fair value adjustment of property 11 2,704 30
Development costs written off 15 53 5,164
Other project costs written off 17 1,414 –
Profit on sale of development and trading properties – (126)
Depreciation of property 11 262 262
Depreciation of plant and equipment 11 366 333
–––––––––– ––––––––––
Cash flows from operations before changes in working capital (2,893) (4,223)
Decrease / (increase) in inventories 15 (78)
Increase in trade and other receivables (2,659) (1,125)
Additions to development and trading properties (6,711) (294)
Net proceeds from sale of development and trading properties – 9,490
Increase in trade and other payables 2,243 1,207
–––––––––– ––––––––––
Net cash flows (used in)/generated from operations (10,005) 4,977
–––––––––– ––––––––––
Cash flows from investing activities
Additions to investment properties (26,209) (35,731)
Additions to plant, machinery and office equipment (315) (479)
Finance income 6 331 186
–––––––––– ––––––––––
Cash flows used in investing activities (26,193) (36,024)
–––––––––– ––––––––––
Cash flows from financing activities
Bank loan drawn 20 38,287 18,033
Bank loan arrangement fees (616) (924)
Gross proceeds from issue of ZDP shares 21 5,000 –
ZDP arrangement fees (660) (113)
Interest paid (3,824) (634)
–––––––––– ––––––––––
Cash flows generated from financing activities 38,187 16,362
–––––––––– ––––––––––
Net increase / (decrease) in cash and cash equivalents 1,989 (14,685)
Cash and cash equivalents at 1 October 2,676 17,361
–––––––––– ––––––––––
Cash and cash equivalents at 30 September 4,665 2,676
–––––––––– ––––––––––
–––––––––– ––––––––––
43
The Conygar Investment Company PLC
The notes on pages 45 to 71 form part of these accounts
CONSOLIDATED CASH FLOW STATEMENT
for the year ended 30 September 2024
Year ended Year ended
30 Sep 24 30 Sep 23
£’000 £’000
Cash flows from operating activities
Operating loss (1,429) (2,129)
–––––––––– ––––––––––
Cash flows from operations before changes in working capital (1,429) (2,129)
Decrease / (increase) in trade and other receivables 633 (489)
(Decrease) / increase in trade and other payables (209) 196
–––––––––– ––––––––––
Cash flows used in operating activities (1,005) (2,422)
–––––––––– ––––––––––
Cash flows from investing activities
Movement in balances with group entities (1,920) (12,461)
Finance income 274 182
–––––––––– ––––––––––
Cash flows used in investing activities (1,646) (12,279)
–––––––––– ––––––––––
Cash flows from financing activities
Net loan received by way of a contribution agreement in
connection with ZDP shares issued by a group undertaking 4,194 –
–––––––––– ––––––––––
Cash flows generated from financing activities 4,194 –
–––––––––– ––––––––––
Net increase / (decrease) in cash and cash equivalents 1,543 (14,701)
Cash and cash equivalents at 1 October 2,032 16,733
–––––––––– ––––––––––
Cash and cash equivalents at 30 September 3,575 2,032
–––––––––– ––––––––––
–––––––––– ––––––––––
As the Company is currently funded wholly through asset sales and equity instruments, no reconciliation
of changes in liabilities arising from financing activities is presented.
44
The Conygar Investment Company PLC
The notes on pages 45 to 71 form part of these accounts
COMPANY CASH FLOW STATEMENT
for the year ended 30 September 2024
45
The Conygar Investment Company PLC
NOTES TO THE ACCOUNTS
for the year ended 30 September 2024
1. General information and accounting policies
1a
General information
The Conygar Investment Company PLC (“the Company”) is incorporated in the United Kingdom
and domiciled in England and Wales, is registered at Companies House under registration number
04907617, listed on the AIM market of the London Stock Exchange and limited by shares.
The Company’s subsidiaries are shown in note 13. The Company and its subsidiaries are collectively
referred to below as “the Group”.
The nature and scope of the Group’s operations and principal activities are described in the strategic
report on pages 7 to 15. Further information about the Group can be found on its website,
www.conygar.com.
1b Accounting policies
The principal accounting policies of the Group are set out below. These policies have been consistently
applied in the preparation of these financial statements.
Basis of preparation
The financial statements are presented in Sterling as this is the Group’s functional currency. Amounts
are rounded to the nearest thousand pounds, unless otherwise stated.
The financial statements have been prepared in accordance with applicable law and UK-adopted
international accounting standards.
The directors have a reasonable expectation that the Company and the Group have adequate resources
to continue in operational existence for at least the next twelve months and therefore continue to adopt
the going concern basis of accounting in preparing the financial statements. In particular, the Board
has regard to the following characteristics of the Group in assessing going concern and viability:
The Group is party to bank loan facilities of up to £59.5 million and has issued 5 million ZDP shares
secured by property assets amounting to £117.9 million. At the balance sheet date, both the loan from
ASK and the ZDP shares are repayable in more than one year and the Barclays development loan
credit approved for its extension until December 2025. Furthermore, subject to the completion of the
Barclays development loan restructuring, the Group remains compliant with all covenants as set out
in the bank loan facility agreements and ZDP shares listing document.
However, as a result of the reduction in value of TIQ at 30 September 2024 the 2 times cover, as
defined in the ZDP shares listing document, has fallen to 1.92 times. As such, if the Group intends,
after the date of signing these financial statements, to drawdown further amounts from its bank loan
facilities, and the cover was expected to have remained below 2 times, a special resolution would need
to have been passed by the ZDP shareholders to enable those future drawdowns.
The cash deposits of the Group amounted to £4.7 million at 30 September 2024. Furthermore, the
Group is projected to retain surplus cash for a period of at least 12 months from the date of signing
these financial statements by way of its existing cash deposits and anticipated asset sales. We will also
look to further boost these deposits, by way of property leasing, third party investment or other equity
and/or ZDP share issues as required.
The financial statements have been prepared on the historical cost basis except as stated otherwise in
the accounting policies below.
Adoption of new and revised standards
The Group has adopted all new amendments to standards and interpretations, which came into effect
for the current financial year, but these have not had a material impact on the disclosures or amounts
reported in the financial statements.
1. General information and accounting policies (continued)
Standards and interpretations in issue not yet adopted
The following IFRSs have been issued but are not effective as at the balance sheet date and so have
not been applied in the preparation of these financial statements:
Amendments to IFRS 7, IFRS 16, IFRS 18, IFRS 19, IAS 1, IAS 7 and IAS 21.
The directors are evaluating the impact that these standards will have on the financial statements of
the Group.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and all its
entities, which are controlled by the Company. Control is achieved when the Company:
l
has power over the investee;
l
is exposed, or has rights to variable returns from its involvement with the investee; and
l
has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that
there are changes to one or more of the elements of control listed above.
The results of subsidiaries are included in the consolidated financial statements from the effective date
of acquisition to the effective date of disposal. Adjustments are made when necessary to the financial
statements of subsidiaries to bring their accounting policies in line with those of the Group.
All intra Group transactions, balances, income and expenses are eliminated in full on consolidation.
Revenue comprises rental, restaurant and events income, exclusive of VAT, which is recognised in
the statement of comprehensive income on an accruals basis and straight-line basis, together with asset
sales which constitute contracts with customers recognised at a point in time. Rental income receivable
in the year from lease commencement to the earlier of lease expiry and any tenant’s option to break is
spread evenly over that period.
Turnover is attributable to the principal activity of the Company and arises wholly within the United
Kingdom.
Disposals of properties are recognised when the buyer obtains control of the property by way of
obtaining the legal title or possession of the property or when the significant risks and returns have
been transferred to the buyer. For conditional exchanges, sales are recognised when the conditions are
either waived or satisfied.
Finance income comprises bank interest recognised on an effective interest rate basis.
Expenses are accounted for on an accruals basis. They are charged through the statement of
comprehensive income with the exception of share issue expenses, which are charged to the share
premium account.
Finance costs consist of interest payable, loan arrangement and other finance fees which are expensed
using the effective interest rate method over the term of the loan. Where these costs are separately
identifiable and directly attributable to the progression of property developments, that take a period
of time to complete, they are capitalised as part of the cost of the asset.
Finance costs in connection with the ZDP shares are calculated as the difference between the proceeds
received from issuing the ZDP shares and their final liability and are charged through the statement
of comprehensive income over the life of the shares using the effective interest rate method.
Taxation represents the sum of tax currently payable and deferred tax. The charge for current taxation
is based on the results for the year as adjusted for non-assessable or disallowed items. It is calculated
using rates that have been enacted or substantively enacted by the balance sheet date.
46
The Conygar Investment Company PLC
NOTES TO THE ACCOUNTS (continued)
1. General information and accounting policies (continued)
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying
amounts of assets and liabilities in the financial statements and the corresponding tax bases used in
the computation of taxable profit and is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax
assets are recognised to the extent that it is probable that future taxable profits will be available against
which the asset can be utilised.
Deferred tax is calculated at the tax rates that have been enacted or substantively enacted by the balance
sheet date and are expected to apply in the period when the liability is settled or the asset is realised.
Property, plant and equipment comprises:
Land and buildings held and used in the Company’s own activities for production and supply of goods
and services – this class of asset is carried under the revaluation model;
Plant - this class of asset is carried under the cost model; and
Equipment – this class of asset is carried under the cost model.
Revaluation model
Land and buildings are stated at the revalued amounts less any depreciation or impairment losses
subsequently accumulated.
Revaluations are carried out annually so that the carrying amounts approximate the fair value at the
reporting date. An increase in value is credited to the revaluation reserve except to the extent that it
reverses a previous revaluation decrease related to the same property that was recognised in profit or
loss. Similarly, revaluation decreases are recognised in the revaluation reserves to the extent that they
equal gains previously recognised in respect of the same asset. Thereafter any excess is recognised as
an expense in profit or loss.
Land is not depreciated. Depreciation on revalued buildings is recognised using the straight-line basis
and results in the carrying amount, less the residual value, being expensed in profit or loss over the
estimated useful lives of 50 years.
No transfer is made from the revaluation reserve to retained earnings unless an asset is derecognised.
When a revalued asset is sold or retired, any remaining attributable revaluation surplus is transferred
to retained earnings within the statement of changes in equity.
Depreciation of plant and equipment is recognised so as to write off the cost of assets, over their
estimated useful economic lives, using the straight-line method, on the following basis:
Plant and machinery - 25% per annum
Office equipment - 25% per annum
Impairment of property, plant and equipment is considered at each reporting date, with the
recoverable amount being estimated where such indicators exist. When the carrying value exceeds the
recoverable amount, the asset is impaired. Prior impairments are also reviewed for possible reversal at
each reporting date.
For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of
an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which
the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the
asset and generates cash inflows that are largely independent of the cash inflows from other assets or
groups of assets.
Investments in subsidiaries and other investments are held in the Company balance sheet at
the lower of cost and recoverable amount. Any impairment is recognised immediately in the income
statement.
47
The Conygar Investment Company PLC
NOTES TO THE ACCOUNTS (continued)
48
The Conygar Investment Company PLC
NOTES TO THE ACCOUNTS (continued)
1. General information and accounting policies (continued)
Investment properties comprise properties owned by the Group which are held for capital
appreciation, rental income or both. They are initially recorded at cost and subsequently valued at
each balance sheet date at fair value as determined by a professionally qualified external valuer.
Acquisitions of investment properties are recognised on unconditional exchange of contracts where it
is reasonable to assume at the balance sheet date that completion of the acquisition will occur. After
initial recognition, investment properties are measured at fair value, with unrealised gains and losses
recognised in the statement of comprehensive income. Valuations are calculated by applying
capitalisation rates to future rental cash flows with reference to data from comparable market
transactions, together with an assessment of the security of the income.
Investment properties under construction are initially reported in the balance sheet at cost less
impairment. This methodology is adopted because the value of these properties is dependent upon a
detailed knowledge of the planning status, the competitive position of the assets and a range of complex
development appraisals. The fair value of these properties rests in the planned developments, and are
often difficult to estimate pending confirmation of designs, planning permissions and uncertain market
conditions, and hence, in accordance with IAS 40, are measured at cost until either the fair value
becomes readily determinable or construction is complete.
However, once the development of the property is sufficiently designed, appraised and advanced, and
market comparables readily available, investment properties under construction are valued at each
balance sheet date at fair value, as determined by a professionally qualified external valuer, with
unrealised gains and losses recognised in the statement of comprehensive income. Valuations are
calculated by applying capitalisation rates to future rental cash flows with reference to data from
comparable market transactions, together with an assessment of the security of the income.
Impairment losses are calculated as the difference between an asset’s carrying amount and the present
value of the estimated future cash flows discounted at the asset’s original effective interest rate. When
the Group considers that there are no realistic prospects of recovery of the asset, the relevant amounts
are written off. If the amount of impairment loss subsequently decreases and the decrease can be
related objectively to an event occurring after the impairment was recognised, then the previously
recognised impairment loss is reversed through the statement of comprehensive income.
Development and trading properties are reported in the balance sheet at the lower of cost and net
realisable value. Cost comprises the original purchase price of the property together with directly
attributable costs. Net realisable value represents the estimated selling price less all estimated costs of
completion. These properties are accounted for as inventory under IAS 2.
Cash and cash equivalents comprise cash in hand and deposits with maturities of three months or
less held with banks and financial institutions.
Trade and other receivables are measured on initial recognition at fair value, and are subsequently
measured at amortised cost using the effective interest rate method, less any impairment. Impairment
is calculated using an expected credit loss model.
Inventories comprise raw materials and consumables valued at the lower of cost and net realisable
value. Cost is based on latest contracted purchase cost.
Trade and other payables are recognised initially at fair value, and are subsequently measured at
amortised cost using the effective interest rate method.
Financial liabilities and equity instruments are classified according to the substance of the
contractual arrangements entered into. An equity instrument is any contract that evidences a residual
interest in the assets of the Group after deducting all of its liabilities.
49
The Conygar Investment Company PLC
NOTES TO THE ACCOUNTS (continued)
1. General information and accounting policies (continued)
ZDP shares are classified as a financial liability and reported as a liability in the balance sheet.
The ZDP shares are initially measured at fair value, being the proceeds of issue less transaction costs,
and are subsequently measured at amortised cost under the effective interest method.
Bank borrowings are initially recognised at fair value net of any transaction costs directly attributable
to the issue of the instrument. Such interest-bearing liabilities are subsequently measured at amortised
cost using the effective interest rate method, which ensure that any interest expense over the period to
repayment is at a constant rate on the balance of the liability carried in the Company balance sheet.
Interest expense includes initial transaction costs as well as the interest and fees charged while the
liability remains outstanding.
Provisions are recognised when the Group has a present legal or constructive obligation as a result
of a past event, it is probable that an outflow of resources will be required to settle the obligation and
the amount can be readily estimated.
Equity instruments issued by the Company are recorded at the proceeds received, net of directly
attributable issue costs. Dividend distributions to the Company’s shareholders are recognised as a
liability in the Group’s financial statements in the period in which the dividend is approved by the
Company’s shareholders and subsequently paid.
Treasury shares comprise ordinary shares which have been repurchased and stated as a separate
item within equity. They are recognised at the trade date for the amount of consideration paid,
together with directly attributable costs. This is presented as a deduction from total equity.
Upon cancellation of treasury shares the nominal value of each cancelled share is transferred to the
capital redemption reserve with any premium paid for those shares, over their nominal value, treated
as a deduction from retained earnings.
Leases are entered into by the Group by way of commercial property leases as lessor of its
investment and development and trading property portfolio. As the terms of these leases do not
transfer substantially all the risks and rewards of ownership to the lessee they are classified as
operating leases. Rentals receivable under operating leases are credited to income on a straight-line
basis over the term of the relevant lease. Benefits granted as an incentive to enter into an operating
lease are also spread on a straight-line basis over the lease term.
The Group also leases its office premises. Where the amounts in question are considered material,
in accordance with IFRS 16, the Group recognises a right of use asset and corresponding lease
liability for its office lease, which is depreciated and amortised respectively over the lease term.
However, where leases are low value or of less than 12 months, the expense is recognised on a
straight-line basis over the lease term.
1c
Accounting estimates and judgements
The preparation of financial statements in conformity with IFRS requires the directors to make
judgements, estimates and assumptions that may affect the reported amounts of assets and liabilities
at each balance sheet date and the reported amounts of revenue and expenses during the year. These
estimates are based on historical experience and various other assumptions that management believe
are reasonable under the circumstances.
The principal areas of estimation uncertainty that have a significant risk of causing material adjustment
to the carrying amounts of assets and liabilities within the next financial year are:
l
Valuations of 1 TIQ, Winfield Court and investment properties under construction, where the
opinion of external valuers has been obtained using recognised valuation techniques and the
principles of IFRS 13 “Fair Value Measurement”. The significant methods and assumptions used
by the valuers to estimate the fair value of investment properties are set out in notes 11 and 12.
1. General information and accounting policies (continued)
l
The net realisable value of properties held for development, which requires an assessment of fair
value for the underlying assets using property appraisal techniques and other valuation methods.
Such estimates are inherently subjective and actual values can only be determined in a sales
transaction.
The principal areas of judgement are as follows:
l
The directors have assessed the carrying values of the Group’s trading and development properties
at the balance sheet date. Consideration has been given to such factors as market conditions, cash
flow projections and comparable transaction evidence. Where a property’s carrying value is
considered to be impaired an adjustment has been made to write down the asset to the directors’
assessment of its net realisable value. During the prior year, the Group’s investment in Holyhead
Waterfront was written down by £5.2 million as a result of the combined impact from planning
delays, increased finance costs and construction cost price inflation particularly associated with
the marine infrastructure works.
l
Trade receivables and accrued rental income are subject to credit risk assessment. This accrued
rental income arises due to the spreading of rent-free periods and contracted rental uplifts in
accordance with IFRS 16 Leases. Impairment calculations have been carried out using the
forward-looking, simplified approach to the expected credit loss model within IFRS 9.
2. Segmental information
IFRS 8 “Operating Segments” requires the identification of the Group’s operating segments which
are defined as being discrete components of the Group’s operations whose results are regularly reviewed
by the Board. The Group divides its business into the following segments:
l
Property held for capital appreciation, rental income or both; and,
l
Development properties, which includes sites and developments under construction held for sale
in the ordinary course of business.
l
Food beverage and events operations
l
Other, which includes items that do not fall into any one particular segment but are instead
applicable to the Group as a whole, including cash balances and the ZDP shares.
Balance sheet
As at 30 Sep 2024 As at 30 Sep 2023
Food, Food,
Development beverage Group Investment Development beverage Group
Property properties and events Other total properties properties and events Other total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Investment properties 25,550 – – – 25,550 96,350 – – – 96,350
Development and
trading properties – 10,710 – – 10,710 – 2,880 – – 2,880
Property, plant and
equipment 70,500 – 12,099 – 82,599 – – 15,116 – 15,116
––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– –––––––
96,050 10,710 12,099 – 118,859 96,350 2,880 15,116 – 114,346
Other assets 3,483 466 109 3,870 7,928 449 78 404 4,086 5,017
––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– –––––––
Total assets 99,533 11,176 12,208 3,870 126,787 96,799 2,958 15,520 4,086 119,363
Liabilities (53,342) (6,398) (706) (5,221) (65,667) (22,419) (120) (898) (854) (24,291)
––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– –––––––
Net assets 46,191 4,778 11,502 (1,351) 61,120 74,380 2,838 14,622 3,232 95,072
––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– –––––––
––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– –––––––
50
The Conygar Investment Company PLC
NOTES TO THE ACCOUNTS (continued)
51
The Conygar Investment Company PLC
NOTES TO THE ACCOUNTS (continued)
2. Segmental information (continued)
Income statement
Year ended 30 Sep 2024 Year ended 30 Sep 2023
Food, Food,
Development beverage Group Investment Development beverage Group
Property properties and events Other total properties properties and events Other total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Revenue 227 347 5,367 – 5,941 33 9,758 4,257 – 14,048
Direct costs (899) (95) (3,956) (1,414) (6,364) (156) (15,045) (3,928) – (19,129)
––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– –––––––
Gross loss (672) 252 1,411 (1,414) (423) (123) (5,287) 329 – (5,081)
Revaluation of
investment properties (25,597) – – – (25,597) (21,576) – – – (21,576)
Fair value adjustment – – (2,704) – (2,704) – – – – –
Administrative
expenses – – (1,159) (3,406) (4,565) – – (1,490) (3,285) (4,775)
––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– –––––––
Operating loss (26,269) 252 (2,452) (4,820) (33,289) (21,699) (5,287) (1,161) (3,285) (31,432)
Finance costs – (279) – (715) (994) – – – – –
Finance income – – – 331 331 – – – 186 186
––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– –––––––
Loss before taxation (26,269) (27) (2,452) (5,204) (33,952) (21,699) (5,287) (1,161) (3,099) (31,246)
Taxation – – – – – 1,714 – – – 1,714
––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– –––––––
Loss after taxation (26,269) (27) (2,452) (5,204) (33,952) (19,985) (5,287) (1,161) (3,099) (29,532)
––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– –––––––
––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– ––––––– –––––––
3. Operating loss
Operating loss is stated after charging:
30 Sep 24 30 Sep 23
£’000 £’000
Audit of the Company’s consolidated and individual financial statements 50 50
Audit of subsidiaries, pursuant to legislation 84 60
Corporate finance advisory fees from the auditor* – 60
Depreciation of property, plant and equipment 628 595
*
Cost in relation to the ZDP share issue included within trade and other receivables at 30 September 2023.
4. Particulars of employees
The aggregate payroll costs were:
Group Company
Year ended Year ended Year ended Year ended
30 Sep 24 30 Sep 23 30 Sep 24 30 Sep 23
£’000 £’000 £’000 £’000
Wages and salaries 3,551 3,815 1,150 1,294
Social security costs 312 347 149 165
Other pension costs 34 36 – –
–––––––––– –––––––––– –––––––––– ––––––––––
3,897 4,198 1,299 1,459
–––––––––– –––––––––– –––––––––– ––––––––––
–––––––––– –––––––––– –––––––––– ––––––––––
4. Particulars of employees (continued)
The weighted average monthly number of persons, including executive directors, employed by the Group
during the year was 119 (2023: 111) of which, 113 (2023: 104) are employed to operate and manage the
restaurant and events venue at 1 TIQ. The weighted average number of persons, including executive
directors, employed by the Company during the year was 6 (2023: 7).
5. Directors’ emoluments
Year ended Year ended
30 Sep 24 30 Sep 23
£’000 £’000
Basic salary and total emoluments 1,036 1,110
–––––––––– ––––––––––
–––––––––– ––––––––––
Emoluments of the highest paid director 400 400
–––––––––– ––––––––––
–––––––––– ––––––––––
The Board, being the key management personnel, comprises the only persons having authority and
responsibility for planning, directing and controlling the activities of the Group. The directors’
remuneration report on pages 25 to 26 form part of these financial statements.
6. Finance costs and finance income
Finance costs
Year ended Year ended
30 Sep 24 30 Sep 23
£’000 £’000
Bank loan interest 3,803 347
Bank loan commitment fees 155 421
Bank loan management and monitoring fees 34 23
Accrued capital entitlement of ZDP shares 446 –
Amortisation of bank loan / ZDP shares arrangement fees 1,282 56
–––––––––– ––––––––––
Total finance costs 5,720 847
Capitalisation of finance costs (note 12) (4,726) (847)
–––––––––– ––––––––––
Net finance costs 994 –
–––––––––– ––––––––––
–––––––––– ––––––––––
Finance costs that are directly attributable to the construction of Winfield Court or advancement of
future phases at TIQ, comprising bank loan interest, commitment fees, management fees, monitoring
fees and amortised loan arrangement fees, are capitalised as incurred into investment properties under
construction. Finance costs that are attributable to the operational activities of the Group and income
generating assets, including the Virgin Active gym acquired in the year, are charged to the income
statement.
Finance income
Year ended Year ended
30 Sep 24 30 Sep 23
£’000 £’000
Bank interest receivable 331 186
–––––––––– ––––––––––
–––––––––– ––––––––––
52
The Conygar Investment Company PLC
NOTES TO THE ACCOUNTS (continued)
7. Leases
Group as lessor:
The Group receives income from investment properties and existing tenants located at several
development sites. At 30 September 2024, the minimum lease payments receivable under
non-cancellable operating leases were as follows:
30 Sep 24 30 Sep 23
£’000 £’000
Less than one year 3,312 144
Between one and five years 2,342 615
Over five years 12,029 1,169
–––––––––– ––––––––––
17,683 1,928
–––––––––– ––––––––––
–––––––––– ––––––––––
The amounts above represent total rental income up to the next tenant only break date for each lease.
Group and Company as lessee:
IFRS 16 requires lessees to record all leases on the balance sheet as liabilities, along with an asset
reflecting the right of use of the asset over the lease term, so long as they are not for a low value or less
than 12 months whereby the lease could be recognised as an expense on a straight-line basis over the
lease term.
The Group and Company are party to a three-year lease for office premises with rent payable at
£99,100 per annum. The lease, which expires on 28 April 2026, incorporates a break option on 28 April
each year. As such, it is considered to be of such a short term that the rent has been recognised as an
expense in the statement of comprehensive income on a straight-line basis.
8. Tax
Year ended Year ended
30 Sep 24 30 Sep 23
£’000 £’000
Current tax charge – –
Deferred tax credit – (1,714)
–––––––––– ––––––––––
Total tax credit (1,714)
–––––––––– ––––––––––
–––––––––– ––––––––––
53
The Conygar Investment Company PLC
NOTES TO THE ACCOUNTS (continued)
8. Tax (continued)
The tax assessed on the loss for the year differs from the standard rate of tax in the UK of 25% (2023:
19%). The differences are explained below:
Year ended Year ended
30 Sep 24 30 Sep 23
£’000 £’000
Loss before tax (33,952) (31,246)
–––––––––– ––––––––––
–––––––––– ––––––––––
Loss before tax multiplied by the standard rate of UK tax (8,488) (5,937)
Effects of:
Investment property revaluation not taxable 6,399 4,099
Property fair value adjustment not taxable 676 –
Other amounts not taxable 543 –
Utilisation of tax losses brought forward (11) (23)
Movement in tax losses carried forward 1,007 2,085
Expenses not deductible for tax purposes 24 27
Capital allowances utilised (150) (251)
Deferred tax credit – (1,714)
–––––––––– ––––––––––
Total tax credit for the year – (1,714)
–––––––––– ––––––––––
–––––––––– ––––––––––
Deferred tax asset
Year ended Year ended
30 Sep 24 30 Sep 23
£’000 £’000
Deferred tax asset at the start of the year – 2,986
Deferred tax charge for the year – (2,986)
–––––––––– ––––––––––
Deferred tax asset at the end of the year – –
–––––––––– ––––––––––
–––––––––– ––––––––––
The Group will recognise a deferred tax asset for tax losses, held by group undertakings, where the
directors believe it is probable that this asset will be recovered.
As at 30 September 2024, the Group has further unused losses of £51.8 million (2023: £48.1 million)
for which no deferred tax asset has been recognised in the consolidated balance sheet.
Year ended Year ended
Deferred tax liability – in respect of 30 Sep 24 30 Sep 23
chargeable gains on properties £’000 £’000
Deferred tax liability at the start of the year – 4,700
Deferred tax credit for the year – (4,700)
–––––––––– ––––––––––
Deferred tax liability at the end of the year – –
–––––––––– ––––––––––
–––––––––– ––––––––––
54
The Conygar Investment Company PLC
NOTES TO THE ACCOUNTS (continued)
55
The Conygar Investment Company PLC
NOTES TO THE ACCOUNTS (continued)
8. Tax (continued)
The directors have assessed the potential deferred tax liability of the Group as at 30 September 2024
in respect of chargeable gains that would be payable if the properties were sold at their financial year
end valuations. Based on the unrealised chargeable gains of £nil (2023: £nil) no deferred tax liabilities
have been recognised in the current or prior years.
Prior year deferred tax assets and liabilities were calculated at a corporation tax rate of 25% being the
rate that had been enacted or substantively enacted by that balance sheet date and which was projected
to apply when the liability was settled and the asset realised.
9. Dividends
No dividend will be paid in respect of the year ended 30 September 2024 (2023: nil).
10. Loss per share
Loss per share is calculated as the loss attributable to ordinary shareholders of the Company for the
year of £33,669,000 (2023: loss of £29,532,000) divided by the weighted average number of shares
in issue throughout the year of 59,638,588 (2023: 59,638,588). There are no diluting amounts in
either the current or prior years.
11. Property, plant and equipment
Property (Group)
30 Sep 24 30 Sep 23
£’000 £’000
At the start of the year 14,000 –
Additions 116 192
Depreciation (262) (262)
Fair value adjustment (2,704) (30)
Reclassification from investment properties
under construction (note 12) 70,500 14,100
–––––––––– ––––––––––
At the end of the year 81,650 14,000
–––––––––– ––––––––––
–––––––––– ––––––––––
As at 30 September 2024, the Group’s then operational student accommodation at Winfield Court
was reclassified, at fair value, from an investment property under construction to property, plant and
equipment. The fair value on reclassification was derived from the 30 September 2024 valuation, as
provided by Knight Frank LLP.
As at 1 October 2022, the Group’s then operational restaurant, beverage and events venue at 1 TIQ
was reclassified, at fair value, from an investment property under construction to property, plant and
equipment. The fair value on reclassification was derived from the 30 September 2022 valuation, as
provided by Knight Frank LLP.
Land and buildings, are stated at the revalued amounts less any depreciation or impairment losses
subsequently accumulated. Land is not depreciated. Depreciation on revalued buildings is recognised
using the straight-line basis and results in the carrying amount, less the residual value, being expensed
in profit or loss over the estimated useful lives of 50 years.
56
The Conygar Investment Company PLC
NOTES TO THE ACCOUNTS (continued)
11. Property, plant and equipment (continued)
As at 30 September 2024, Winfield Court and 1 TIQ were valued by Knight Frank LLP in their
capacity as external valuer. The valuations were prepared on a fixed fee basis, independent of the
property value and undertaken in accordance with RICS Valuation – Global Standards on the basis of
fair value, supported by reference to market evidence of transaction prices for similar properties. They
assume a willing buyer and a willing seller in an arm’s length transaction and reflect usual deductions
in respect of purchaser’s costs and SDLT as applicable at the valuation date. The independent valuer
made various assumptions including future rental income, operational costs and the appropriate
discount rate or yield. As such, the fair values have been classified in all periods as Level 3 in the fair
value hierarchy. Further details of the valuation methodology are set out in note 12.
Plant and equipment (Group)
30 Sep 24 30 Sep 23
£’000 £’000
At the start of the year 1,116 991
Additions 199 458
Depreciation (366) (333)
–––––––––– ––––––––––
At the end of the year 949 1,116
–––––––––– ––––––––––
–––––––––– ––––––––––
During the year, the Group acquired plant, machinery and office equipment required to both operate
the restaurant, beverage and events venue at 1 TIQ and provide gym equipment for Winfield Court.
Depreciation is recognised so as to write off the cost of these assets, over their estimated useful
economic lives, using the straight-line method at 25% per annum. As Winfield Court was only
operational from September 2024 no depreciation has been recognised in connection with the £66,000
incurred on gym equipment in the year to 30 September 2024.
12. Investment properties under construction
Freehold land and buildings (Group)
30 Sep 24 30 Sep 23
£’000 £’000
At the start of the year 96,350 93,000
Additions 21,771 39,545
Capitalisation of finance costs (note 6) 4,726 847
Reclassification under finance lease (note 15) (1,200) –
Fair value adjustments (25,597) (21,546)
Reclassification to property, plant and equipment (note 11) (70,500) (14,100)
Movement in introductory fee provision – (1,396)
–––––––––– ––––––––––
At the end of the year 25,550 96,350
–––––––––– ––––––––––
–––––––––– ––––––––––
12. Investment properties under construction (continued)
Investment properties under construction comprise freehold land and buildings at TIQ which are held
for current or future development as investment properties and reported in the balance sheet at fair
value.
Valuations of the Group’s investment properties under construction are inherently subjective as they
are based on assumptions which may not prove to be accurate and which, as a result, are subject to
material uncertainty. This is particularly true for TIQ given its scale, lack of comparable evidence and
the early-stage position of this substantial development. As such, relatively small changes to the
underlying assumptions of key parameters, such as rental levels, net initial yields, construction costs,
finance costs and void periods can have a significant impact both positively and negatively on the
resulting valuation, as has been evidenced in the current and prior years.
In preparing their valuation, Knight Frank have utilised market and site-specific data, their own
extensive knowledge of the real estate sector, professional judgement and other market observations
as well as information provided by the Company’s executive directors. The resulting models and
assumptions therein have also been reviewed for overall reasonableness by the Conygar Board.
Inevitably in a complex model like this, and as noted above, variations in assumptions can lead to
widely differing values.
The valuation was prepared on a fixed fee basis, independent of the property value and undertaken in
accordance with RICS Valuation – Global Standards on the basis of fair value, supported by reference
to market evidence of transaction prices for similar properties. It assumes a willing buyer and a willing
seller in an arm’s length transaction and reflects usual deductions in respect of purchaser’s costs and
SDLT as applicable at the valuation date. The independent valuer makes various assumptions including
future rental income, anticipated void costs and the appropriate discount rate or yield.
The fair values for TIQ have been determined using an income capitalisation technique whereby
contracted rent and market rental values are capitalised with a market capitalisation rate. This technique
is consistent with the principles in IFRS 13 and uses significant unobservable inputs, such that the
fair values have been classified in all periods as Level 3 in the fair value hierarchy as defined in IFRS
13. For TIQ, the key unobservable inputs are the net initial yields, construction costs, rental income
rates, construction financing costs and expiry void periods. Net initial yields have been estimated for
the individual units at between 4.4% and 7.0%. and debt financing rates, including arrangement fees,
estimated to average 6.5% over the construction period. Principal sensitivities of measurement to
variations in the significant unobservable outputs are that decreases in net initial yields, construction
costs, financing costs and void periods will increase the fair value whereas reductions to rental income
rates would decrease the fair value.
As at 1 October 2022, the Group’s then operational restaurant, beverage and events venue at 1 TIQ
was reclassified, at fair value, from an investment property under construction to property, plant and
equipment. The fair value on reclassification was derived from the 30 September 2022 valuation, as
provided by Knight Frank LLP.
As at 30 September 2024, the then operational, student accommodation at Winfield Court was
reclassified, at fair value, from an investment property under construction to property, plant and
equipment. The fair value on reclassification was derived from the 30 September 2024 valuation, as
provided by Knight Frank LLP.
57
The Conygar Investment Company PLC
NOTES TO THE ACCOUNTS (continued)
58
The Conygar Investment Company PLC
NOTES TO THE ACCOUNTS (continued)
12. Investment properties under construction (continued)
On 16 May 2024, a wholly owned subsidiary of the Company granted a 999-year lease of the site
occupied by the Virgin Active gym at TIQ to another wholly-owned subsidiary at a premium of
£1.2 million, being the market value at the time of transfer. As the lease covers the major part of the
building’s anticipated economic life, and the present value of the residual interest is insignificant, the
lease has been treated as a finance lease. As such, the previously anticipated investment property has
been reported as disposed of at its carrying value of £1.2 million and reclassified, in these financial
statement, as a trading property being marketed for sale.
The historical cost of the Group’s investment properties under construction as at 30 September 2024
was £43,227,000 (2023: £89,198,000). The Group’s revenue for the year includes £228,000 derived
from properties leased out under operating leases (2023: £33,000).
13. Investment in subsidiary undertakings (Company)
30 Sep 24 30 Sep 23
£’000 £’000
At the start of the year 29 16
Additions – 13
Amounts payable to Conygar ZDP PLC
by way of a contribution agreement 1,640 –
Impairment of capital contribution (1,640) –
–––––––––– ––––––––––
At the end of the year 29 29
–––––––––– ––––––––––
–––––––––– ––––––––––
The Company has undertaken, by way of a contribution agreement, to meet all of the costs and
liabilities of its wholly owned subsidiary Conygar ZDP PLC to enable it to meet all of its obligations
in respect of the ZDP shares. The total costs either paid or payable under this agreement amount to
£1,640,000 at 30 September 2024. As these amounts have no underlying value to the Company they
have been impaired at the balance sheet date.
Listed below are the subsidiary undertakings of the Group at 30 September 2024.
Country of % of
Company name Principal activity registration equity held
Conygar Holdings Ltd** Holding company England 100%
Conygar ZDP PLC** Issuer of ZDP shares England 100%
Conygar Bristol Ltd** Property trading and development England 80%****
Conygar Haverfordwest Ltd** Property trading and development England 100%*
Conygar Holyhead Ltd** Property trading and development England 100%*
Conygar Nottingham Ltd** Property investment England 100%*
Nohu Limited** Property investment England 100%*
Parc Cybi Management
Company Limited** Management company England 100%
Conygar Developments Ltd** Dormant England 100%*
Conygar Wales PLC** Dormant England 100%*
The Island Quarter Student
Property Company Ltd** Property investment England 100%*
13. Investment in subsidiary undertakings (Company)(continued)
Country of % of
Company name Principal activity registration equity held
The Island Quarter Student
Operating Company Ltd** Property operations England 100%*
The Island Quarter Canal Turn
Operating Company Ltd** Restaurant and events operations England 100%*
The Island Quarter
Management Company Ltd** Dormant England 100%*
The Island Quarter Careers Ltd** Recruitment and human resources England 100%*
The Island Quarter Propco 3 Ltd** Dormant England 100%*
The Island Quarter Propco 4 Ltd** Dormant England 100%*
The Island Quarter Propco 5 Ltd** Dormant England 100%*
Lamont Property Holdings Ltd*** Holding company Jersey 100%*
Conygar Ashby Ltd*** Property investment Jersey 100%*
Conygar Cross Hands Ltd*** Property investment Jersey 100%*
*
Indirectly owned.
**
Subsidiaries with the same registered office as the Company.
***
Subsidiaries incorporated in Jersey with a registered office at 3rd Floor, 44 Esplanade, St Helier, Jersey JE4 9WG.
**** 20% of the issued share capital in Conygar Bristol Limited is owned by Urban & City Limited.
14. Investment in ZDP shares (Company)
30 Sep 24 30 Sep 23
£’000 £’000
At the start of the year – –
Subscription for 10 million ZDP shares 10,000 –
Accrued capital entitlement 893 –
–––––––––– ––––––––––
At the end of the year 10,893 –
–––––––––– ––––––––––
–––––––––– ––––––––––
On 3 October 2023, the Company subscribed for 10 million ZDP shares issued by a wholly owned
group undertaking Conygar ZDP PLC (each a “subscription share”). The issue price for the
subscription shares is required to be paid by the Company on the earlier of written demand from
Conygar ZDP PLC, five business days after the date of transfer of such shares to a third party or
4 October 2028, following which such funds, net of issue costs, are required to be lent to the Company
by way of a contribution agreement.
As at 30 September 2024, the accrued capital entitlement of each ZDP share was 108.93p and the
fair value, based on the quoted bid price at that date was £10,700,000. Further details on the ZDP
shares are set out in note 21.
59
The Conygar Investment Company PLC
NOTES TO THE ACCOUNTS (continued)
60
The Conygar Investment Company PLC
NOTES TO THE ACCOUNTS (continued)
15. Development and trading properties
Group Company
30 Sep 24 30 Sep 23 30 Sep 24 30 Sep 23
£’000 £’000 £’000 £’000
At the start of the year 2,880 17,137 2,880 2,880
Reclassification under finance lease (note 12) 1,200 – – –
Additions(1) 6,683 276 – –
Disposals(2) – (9,369) – –
Development costs written off(3) (53) (5,164) – –
–––––––––– –––––––––– –––––––––– ––––––––––
At the end of the year 10,710 2,880 2,880 2,880
–––––––––– –––––––––– –––––––––– ––––––––––
–––––––––– –––––––––– –––––––––– ––––––––––
1.
On 16 May 2024, a wholly-owned subsidiary of the Company acquired the long-leasehold interest of the site occupied by
Virgin Active gym, located at TIQ. The freehold of the site was already owned by the Group, with the leasehold purchased
from Wood Pension fund. The gross purchase price of £5.9 million (£6.3 million, including fees and taxes) was funded by
way of the drawing down of the second tranche of the ASK debt facility.
On 10 September 2024, the Group settled a claim for unpaid rent due from one of its tenants whereby the arrears outstanding
of £0.33m were settled by way of a transfer to the Company of a boatyard and surrounding land adjoining our development
site in Holyhead. The boatyard is operational, currently storing circa 120 boats, and generating gross rents, before operational
costs, of approximately £200,000 per annum. As part of the settlement agreement, the Group has granted a 3 year lease of
the boatyard, at a peppercorn rent, to the same tenant whereby the funds generated over that 3 year period will be utilised
by the tenant in the repair of previously damaged pontoons. On expiry of the 3 year lease, the Company will take occupation
of and receive the full benefit of the income generated from the boatyard.
2.
The Group’s development site at Haverfordwest, Pembrokeshire was sold in March 2023.
3.
The carrying value of Holyhead Waterfront was fully written down at 30 September 2023.
Development and trading properties are reported in the balance sheet at the lower of cost and net
realisable value. The net realisable value of properties held for development requires an assessment of
the underlying assets using property appraisal techniques and other valuation methods. Such estimates
are inherently subjective as they are made on assumptions which may not prove to be accurate and which
can only be determined in a sales transaction.
The Group’s revenue for the year includes £321,000 derived from properties leased out under operating
leases (2023: £104,000).
16. Inventories (Group)
30 Sep 24 30 Sep 23
£’000 £’000
Food and drink 95 110
–––––––––– ––––––––––
–––––––––– ––––––––––
Inventories recognised as an expense in the year total £1,463,000 (2023: £1,411,000).
17. Trade and other receivables
Group Company
30 Sep 24 30 Sep 23 30 Sep 24 30 Sep 23
£’000 £’000 £’000 £’000
Trade receivables 2,471 139 – –
Amounts owed by group undertakings – – 59,449 70,065
Other receivables 122 1,432 – 353
Prepayments and accrued income 547 632 212 493
–––––––––– –––––––––– –––––––––– ––––––––––
3,140 2,203 59,661 70,911
–––––––––– –––––––––– –––––––––– ––––––––––
–––––––––– –––––––––– –––––––––– ––––––––––
Trade and other receivables are measured on initial recognition at fair value, and subsequently
measured at amortised cost using the effective interest rate method, less any impairment. Impairment
is calculated using an expected credit loss model.
Group trade receivables, as at 30 September 2024, includes £2.4m of rent charged annually in advance,
to the tenants at Winfield Court, to be collected by 4 instalments over the current academic year.
Group other receivables, as at 30 September 2023, included £1.2 million paid in connection with the
proposed acquisition of the site in Bristol which, in addition to a further £0.2 million paid in the year
have been fully written down at 30 September 2024.
18. Trade and other payables
Group Company
30 Sep 24 30 Sep 23 30 Sep 24 30 Sep 23
£’000 £’000 £’000 £’000
Amounts owed to group undertakings – – 29,421 13,556
Social security and payroll taxes 139 156 50 51
Trade payables 518 5,996 21 250
Other payables 413 – 20 –
Accruals and deferred income 3,806 939 100 99
–––––––––– –––––––––– –––––––––– ––––––––––
4,876 7,091 29,612 13,956
–––––––––– –––––––––– –––––––––– ––––––––––
–––––––––– –––––––––– –––––––––– ––––––––––
Trade and other payables are recognised initially at fair value, and subsequently measured at amortised
cost using the effective interest rate method.
Group deferred income, as at 30 September 2024, includes £3.1m of deferred rent, charged annually
in advance to the tenants at Winfield Court, to be collected by 4 instalments over the current academic
year. Group trade payables, as at 30 September 2023, primarily comprised costs payable at that date
to the contractor and other professionals in connection with the Winfield Court student
accommodation development.
19. Provision for liabilities and charges (Group)
30 Sep 24 30 Sep 23
£’000 £’000
At the start of the year – 1,396
Movement in provision in the year – (1,396)
–––––––––– ––––––––––
At the end of the year – –
–––––––––– ––––––––––
–––––––––– ––––––––––
61
The Conygar Investment Company PLC
NOTES TO THE ACCOUNTS (continued)
19. Provision for liabilities and charges (Group) (continued)
The Group is party to a services agreement in connection with TIQ. The date for calculation of any
fee payable under this agreement has been extended until 30 June 2025. The provisions at
30 September 2024 and 30 September 2023 have been calculated by reference to the value of TIQ at
each balance sheet date after allowing for a priority return and applicable costs. The reduction in value
of the Group’s residual land at 30 September 2023 resulted in the full reversal of this provision.
There are no provisions within the Company in the current or previous years.
20. Borrowings (Group)
Current
Barclays
30 Sept 2024 30 Sept 2023
Drawn Undrawn Total Drawn Undrawn Total
£’000 £’000 £’000 £’000 £’000 £’000
At the start of the year 18,033 29,467 47,500 – – –
Drawdown in the year 26,287 (26,287) – – – –
–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––
At the end of the year 44,320 3,180 47,500 – – –
Less unamortised
arrangement fees (84) – (84) – – –
–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––
44,236 3,180 47,416 – – –
–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––
–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––
On 23 December 2022, the Company entered into a development loan facility with Barclays for up to
£47.5 million to enable the development and subsequent letting of Winfield Court. Security for the
loan is provided by way of the developed property in addition to guarantees from the Company as set
out below.
As at the balance sheet date, the maximum term of the Barclays development loan was 27 months to
expire on 23 March 2025. As such, the loan was repayable in less than one year as at 30 September
2024 and so has been reclassified from non-current to current.
As a result of the reduction in value of Winfield Court, the loan to value (“LTV”) cover, as required
by the Barclays development loan, is in excess of the covenant set out in the facility agreement.
However, as at the date of signing these financial statements, credit approval has been received from
Barclays for terms to restructure the loan and subject to completion of that restructuring, rectify the
LTV cover. As at the date of signing these financial statements, the Group remains compliant with all
of its other debt covenants.
The terms of the loan restructuring enable the extension of the final repayment date from 23 March
2025 to 23 December 2025 but require the inclusion of other property assets owned by the Group as
further security. In addition, the interest rate payable on the loan will be reduced from the currently
payable 3.25% plus SONIA to 2.0% plus SONIA. However, the benefit of this reduced margin will
be offset by way of the inclusion of a £0.6m exit fee to be settled on repayment of the loan.
Furthermore, the development loan facility includes a continuing provision for net finance costs to be
rolled up into the loan each quarter up to the £47.5 million facility limit with any surplus financing or
other project costs thereafter, estimated at £0.6 million, funded by the Group.
62
The Conygar Investment Company PLC
NOTES TO THE ACCOUNTS (continued)
20. Borrowings (Group) (continued)
The Company has provided cost overrun and interest shortfall guarantees of up to £5 million in
connection with the development facility. A capital guarantee is also in place which could increase the
guarantee by £2.5 million if certain covenants are not met or the development facility is not repaid
when due.
Non-current
ASK Barclays
30 Sept 2024 30 Sept 2023
Drawn Undrawn Total Drawn Undrawn Total
£’000 £’000 £’000 £’000 £’000 £’000
At the start of the year – – – – – –
New facility in the year 12,000 – 12,000 – – –
Drawdown in the year – – – 18,033 29,467 47,500
–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––
At the end of the year 12,000 – 12,000 18,033 29,467 47,500
Less unamortised
arrangement fees (386) – (386) (833) – (833)
–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––
11,614 – 11,614 17,200 29,467 46,667
–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––
–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––
On 16 November 2023, the Group entered into a £12 million loan facility with ASK. The loan is for
an initial term of two years with interest paid at the Bank of England base rate plus a margin of
5.9 per cent. The funds have and will continue to be utilised primarily to further progress TIQ,
including the acquisition in the year of the long-leasehold interest in the Virgin Active gym.
Reconciliation of liabilities to cash flows from financing activities
30 Sep 24 30 Sep 23
£’000 £’000
Bank borrowings at the start of the year 17,200 –
Cash flows from financing activities:
Bank borrowings drawn 38,287 18,033
Loan arrangement fees paid (616) (889)
Non-cash movements:
Amortisation of loan arrangement fees 1,013 56
Movement in loan arrangement fee liabilities (34) –
–––––––––– ––––––––––
Total bank borrowings at the end of the year 55,850 17,200
–––––––––– ––––––––––
–––––––––– ––––––––––
Comprised of:
Current bank borrowings – Barclays 44,236 –
Non-current bank borrowings – ASK / Barclays 11,614 17,200
–––––––––– ––––––––––
Total bank borrowings at the end of the year 55,850 17,200
–––––––––– ––––––––––
–––––––––– ––––––––––
63
The Conygar Investment Company PLC
NOTES TO THE ACCOUNTS (continued)
21. ZDP shares (Group only)
30 Sep 24 30 Sep 23
£’000 £’000
At the start of the year – –
Net proceeds from the issue of 5 million ZDP shares 4,226 –
Amortisation of issue costs 269 –
Accrued capital 446 –
––––––––––––– –––––––––––––
At the end of the year 4,941 –
––––––––––––– –––––––––––––
––––––––––––– –––––––––––––
On 3 October 2023, the Group placed 5 million ZDP shares, at a price of £1.00 per ZDP share (the
“issue price”). The ZDP shares have a life of five years and a final capital entitlement of 153.86 pence
per ZDP share payable on 4 October 2028 (the “ZDP repayment date”), equivalent to a gross
redemption yield of 9.0 per cent. per annum on the issue price.
The accrued capital entitlement of each ZDP share was 108.93p as at 30 September 2024.
The ZDP shares were admitted to the Official List of The International Stock Exchange on 4 October
2023. The ISIN number of the ZDP Shares is GB00BMGBHD21 and the SEDOL code is
BMH6RG9.
The fair value of the ZDP shares at 30 September 2024, based on the quoted bid price at that date,
was £5,155,000.
The ZDP shares do not carry the right to vote at general meetings of the Company, although they carry
the right to vote as a class on certain proposals which would be likely to materially affect their position.
As a result of the reduction in value of the Group’s properties the 2 times cover requirement, as defined
in the ZDP shares listing document, has fallen to 1.92 times. As such, were the Group to propose a
further drawdown of its bank loan facilities after the date of signing these financial statements, and
the cover at that time expected to have remained below 2 times then a special resolution would need
to be passed by the ZDP shareholders to enable those future drawdowns.
22. Share capital (Company)
30 Sep 24 30 Sep 23
Authorised share capital: £ £
140,000,000 (2023: 140,000,000) Ordinary shares of 5p each 7,000,000 7,000,000
––––––––––––– –––––––––––––
––––––––––––– –––––––––––––
Allotted and called up: No £’000
As at 30 September 2024 and 30 September 2023 59,638,588 2,982
––––––––––––– –––––––––––––
––––––––––––– –––––––––––––
23. Capital commitments
As at 30 September 2024, the Group had contracted capital commitments, not provided for in the
financial statements, of £1,877,000 (2023: £19,795,000) in connection with the construction,
development or enhancement of the Group’s properties which are expected to be incurred in the next
financial year. £1,766,000 relates to the remaining costs, including the section 106 contribution and
contractor’s retention, payable in relation to Winfield Court which are to be funded by way of further
drawdowns from the remaining Barclays development loan.
As at 30 September 2024, the Company had contracted capital commitments of £nil (2023: £nil).
64
The Conygar Investment Company PLC
NOTES TO THE ACCOUNTS (continued)
24. Related party transactions
On 27 September 2023, The Company entered into a subscription and shareholders’ agreement, with
Conygar Bristol Limited and Urban & City Limited, which sets out the commercial terms and
profit-sharing arrangements in connection with the possible acquisition, redevelopment and sale of the
land at St Philips Marsh. The agreement includes a requirement to pay an introductory fee of £400,000,
settled in October 2023, to Lavignac Securities Limited for it having introduced this opportunity.
Mr G S Miller-Cheevers, who is a director of Conygar Bristol Limited, owns the entire issued share
capital and is the sole director of both Urban & City Limited and Lavignac Securities Limited.
During the year Lavignac Securities Limited also charged £168,333 of fees to the Group, in connection
with services provided to progress TIQ and Bristol, of which £15,000 is included within accruals as at
30 September 2024 and was paid in November 2024.
During the year, the Company received management fees of £185,000 (2023: £nil) from Conygar Bristol
Limited in respect of management services.
During the year, the Company received management fees of £135,000 (2023: £nil) from Conygar
Nottingham Limited in respect of management services.
During the year, the Company received management fees of £135,000 (2023: £nil) from The Island
Quarter Student Property Company Limited in respect of management services.
During the year, the Company received management fees of £50,000 (2023: £50,000) from Conygar
Holyhead Limited in respect of management services.
During the year, the Company received management fees of £18,750 (2023: £nil) from The Island
Quarter Student Operating Company Limited in respect of management services.
The Company has made advances to and received advances from the following subsidiaries in order to
provide both long-term and additional working capital funding. All amounts are repayable upon demand,
non-interest bearing and will be repaid, where applicable, from the trading activities of each group
undertaking.
30 Sep 24 30 Sep 23
Subsidiaries £’000 £’000
Conygar Nottingham Limited 20,209 29,692
The Island Quarter Student Property Company Limited 25,683 26,325
Nohu Limited 11,184 12,588
Conygar Haverfordwest Limited 1,546 255
The Island Quarter Careers Limited 453 153
Conygar Holyhead Limited 352 –
Parc Cybi Management Company Limited 22 14
The Island Quarter Canal Turn Operating Company Limited – 469
Conygar Bristol Limited – 464
The Island Quarter Student Operating Company Limited – 86
Conygar ZDP PLC (15,852) 19
Conygar Holdings Limited (6,858) (6,861)
Conygar Cross Hands Limited (4,958) (4,939)
Conygar Ashby Limited (1,703) (1,706)
Conygar Wales PLC (50) (50)
–––––––––– ––––––––––
30,028 56,509
–––––––––– ––––––––––
–––––––––– ––––––––––
65
The Conygar Investment Company PLC
NOTES TO THE ACCOUNTS (continued)
24. Related party transactions (continued)
The amount due from Conygar Nottingham Limited is net of a £18,355,000 (2023: £11,452,000)
expected credit loss as a result of writing down the value of the undeveloped land at TIQ in the current
and prior years.
The amount due from The Island Quarter Student Property Company Limited is net of a £1,063,000
(2023: £nil) expected credit loss as a result of writing down the value of Winfield Court in the
current year.
The amount due from Nohu Limited is net of a £884,000 (2023: £nil) expected credit loss as a result
of writing down the value of 1 TIQ in the current year.
The amount due from Conygar Haverfordwest Limited is net of a £15,085,000 (2023: £15,017,000)
expected credit loss as a result of writing down the carrying value of Haverfordwest in a prior year.
The amount due from Conygar Holyhead Limited is net of a £4,636,000 (2023: £4,532,000) expected
credit loss as a result of writing down the value of the undeveloped land at Holyhead Waterfront in the
prior year.
The amount due from The Island Quarter Canal Turn Operating Company Limited is net of a
£5,004,000 (2023: £3,774,000) expected credit loss as a result of net start-up, fit out and operational
costs incurred at 1 TIQ.
The amount due from Conygar Bristol Limited is net of a £1,567,000 (2023: £nil) expected credit
loss as a result of fully writing down the costs, and group management fees, incurred to date on its
proposed acquisition of the of the land at St Philips Marsh in the current year.
The amount due from The Island Quarter Student Operating Company Limited is net of a £750,000
(2023: £nil) expected credit loss as a result of mobilisation costs, and group management fees, for
Winfield Court.
25. Loss of parent company
As permitted by Section 408 of the Companies Act 2006, the profit and loss account of the Company
is not presented as part of these financial statements. The parent company’s loss for the year amounts
to £14,470,000 which includes £12.6 million of expected credit losses for loans to group undertakings,
primarily as a result of the write down in the value of certain group properties in the year (2023: loss
of £21,582,000).
66
The Conygar Investment Company PLC
NOTES TO THE ACCOUNTS (continued)
67
The Conygar Investment Company PLC
26. Financial instruments
The policies and risk management arrangements, as set out in this note, apply to both the Group and
Company.
Treasury policies
The objective of the Group’s treasury policies is to manage the Group’s financial risk, secure
cost-effective funding for the Group’s operations and to minimise the adverse effects of fluctuations in
the financial markets on the value of the Group’s financial assets and liabilities, on reported profitability
and on the cash flows of the Group.
The Group finances its activities with a combination of bank loans, cash and short-term deposits.
Other financial assets and liabilities, such as trade receivables and trade payables, arise directly from
the Group’s operations. The Group may also enter into derivative transactions to manage the interest
rate risk arising from the Group’s operations and its sources of finance. The main risks associated with
the Group’s financial assets and liabilities are set out below, together with the policies currently applied
by the Board for their management.
The management of cash is monitored regularly with summary cash statements produced on a monthly
basis and discussed in management and board meetings. The approach is to provide sufficient liquidity
to meet the requirements of the business in terms of funding developments and potential acquisitions.
Surplus funds are invested with a broad range of institutions. At any point in time, at least half of the
Group’s cash is held on instant access or short-term deposit of less than 30 days.
Financial risk management
The main risks associated with the Group’s financial assets and liabilities are set out below, together
with the policies currently applied by the Board for their management.
Market risk
Market risk in financial assets and liabilities is defined as the risk that the fair value or future cash
flows of a financial instrument will fluctuate because of changes in market prices. The Group’s market
risk arises from open positions in interest-bearing assets.
Market risk - interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market interest rates.
The Group is not currently party to any derivative transactions to fix the interest rate payable in
connection with its loans from Barclays and ASK. This is due to the short-term nature of these loans
and high entry fees which have been payable in connection with such products over recent years.
NOTES TO THE ACCOUNTS (continued)
26. Financial instruments (continued)
Furthermore, as a result of the improving economic outlook, the Bank of England base rate is projected
to reduce during the next financial year which will help to mitigate interest rate risk in the short term.
In addition, the credit approved extension, after the balance sheet date, of the Barclays development
loan, which allows for the capitalisation into the loan of surplus finance costs, up to the facility limit,
will ensure that the debt financing cash commitments of the Group in respect of that loan are
minimised.
The Group’s interest-bearing assets comprise cash and cash equivalents. As at 30 September 2024,
£3.8 million (2023: £2.3 million) was held on instant access accounts with floating interest rates and
£0.9m (2023: £0.4 million) was held in secured accounts. Changes in market interest rates therefore
affect the Group’s finance income.
Market risk - currency risk
All the Group’s assets and liabilities are denominated in Sterling therefore the Group has no exposure
to currency risk.
Credit risk
Credit risk is the risk of financial loss to the Group if a counterparty fails to meet its contractual
obligations.
The Group’s principal financial assets include its cash deposits and trade and other receivables.
The carrying amount of financial assets recorded in the financial statements represents the Group’s
maximum exposure to credit risk without taking account of the value of any collateral obtained.
In the event of default by an occupational tenant, the Group will suffer a rental shortfall and incur
additional costs. The directors continually monitor tenant arrears in order to anticipate, and minimise
the impact of, defaults by occupational tenants and, if necessary, will apply rigorous credit control
procedures to facilitate the recovery of trade receivables.
Under IFRS 9, the Group is required to provide for any expected credit losses arising from trade
receivables and contract assets. For all assured shorthold tenancies, credit checks are performed prior
to acceptance of the tenant. Regulated tenants are incentivised through the benefit of their tenancy
agreement to avoid default on their rent. Taking these factors into account, the risk to the Group of
individual tenant default and the credit risk of unprovided trade receivables are considered low.
The directors have provided for rental and other arrears due from various tenants which amount to
£5,000 as at 30 September 2024 (£273,000 as at 30 September 2023) and which remain outstanding
at the date of signing these financial statements. The table below sets out the movement in the bad
debt provision during the year. The impaired receivables are based on a review of expected credit losses.
Impaired receivables and receivables not considered to be impaired are not material to the financial
statements and, therefore, no further analysis is provided.
Provision for expected credit losses 30 Sep 24 30 Sep 23
£’000 £’000
At the start of the year 273 200
Reversed in the year (1) (183) –
Provided in the year 5 73
Written off in the year (90) –
–––––––––– ––––––––––
At the end of the year 5 273
–––––––––– ––––––––––
–––––––––– ––––––––––
1.
As set out in note 15, the Group settled a claim for unpaid rent due from one of its tenants whereby the arrears outstanding
were settled by way of a transfer to the Company of a boatyard and surrounding land adjoining our proposed development
site in Holyhead.
68
The Conygar Investment Company PLC
NOTES TO THE ACCOUNTS (continued)
26. Financial instruments (continued)
The financial statements of the Company do not include any expected credit losses in connection with
rental and other arrears in either the current or prior year. However, as set out in note 24, they do
include expected credit losses in connection with amounts due from group undertakings of
£47.3 million (2023: £34.8 million).
The credit risk on cash deposits is managed through the Company’s policies of monitoring
counterparty exposure and the use of counterparties of good financial standing. At 30 September 2024,
the credit exposure of the Group from cash held with banks was £4.7 million (Company £3.6 million)
which represents 7.6% of the Group’s net assets. All cash deposits at the balance sheet date are placed
with banks, whose credit ratings are acceptable to the Board, on instant access or other secured
accounts. Should the credit quality or the financial position of the banks currently utilised significantly
deteriorate, the unsecured cash would be moved to alternative banks.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial commitments as they fall
due. The Group seeks to manage its liquidity risk by ensuring that sufficient cash is available to meet
its obligations for a period of at least 12 months.
The cash deposits of the Group amounted to £4.7 million at 30 September 2024. However, the Board
will look to further boost those deposits, as required, by way of property leasing, asset sales, third party
investment or other equity issues.
The following tables set out the Group’s and Company’s financial assets and liabilities. The tables have
been drawn up based on the undiscounted cash flows of financial liabilities, based on the earliest date
on which the Group and Company can be required to pay.
Financial assets – due within one year
Group Company
30 Sep 24 30 Sep 23 30 Sep 24 30 Sep 23
£’000 £’000 £’000 £’000
Cash and cash equivalents 4,665 2,676 3,575 2,032
Trade receivables and accrued income 2,694 167 51 28
Other receivables (excluding VAT) 122 1,282 – 322
–––––––––– –––––––––– –––––––––– ––––––––––
7,481 4,125 3,626 2,382
–––––––––– –––––––––– –––––––––– ––––––––––
–––––––––– –––––––––– –––––––––– ––––––––––
Group trade receivables, as at 30 September 2024, includes £2.4m of rent charged annually in advance,
to the tenants at Winfield Court, to be collected by 4 instalments over the current academic year.
69
The Conygar Investment Company PLC
NOTES TO THE ACCOUNTS (continued)
70
The Conygar Investment Company PLC
NOTES TO THE ACCOUNTS (continued)
26. Financial instruments (continued)
Financial liabilities:
Group Company
30 Sep 24 30 Sep 23 30 Sep 24 30 Sep 23
£’000 £’000 £’000 £’000
Amounts payable within one year:
Floating rate borrowings – Barclays 44,236 17,200 – –
Trade payables and other accrued expenses 1,989 7,053 171 400
–––––––––– –––––––––– –––––––––– ––––––––––
46,225 24,253 171 400
Amounts payable between one and two years:
Floating rate borrowings – ASK 11,614 – – –
Amounts payable between two and five years:
ZDP shares 4,941 – – –
–––––––––– –––––––––– –––––––––– ––––––––––
62,780 24,253 171 400
–––––––––– –––––––––– –––––––––– ––––––––––
–––––––––– –––––––––– –––––––––– ––––––––––
Group trade payables, as at 30 September 2023, primarily comprised costs payable at that date to the
contractor and other professionals in connection with Winfield Court. These costs were incurred by
30 September 2023 but not paid until October 2023 and funded by way of the Barclays loan facility.
Capital risk management
The Board’s primary objective when managing capital is to preserve the Group’s ability to continue
as a going concern, in order to safeguard its equity and provide returns for shareholders and benefits
for other stakeholders, whilst maintaining an optimal capital structure to reduce the cost of capital
and sustain the future development of the business.
While the Group does not have a formally approved gearing ratio, the objective above is actively
managed through the direct linkage of borrowings to specific property. The Group seeks to ensure that
secured borrowing stays within agreed covenants with external lenders.
At both 30 September 2024 and 30 September 2023, the capital structure of the Group consisted of
cash and cash equivalents, and equity attributable to the shareholders of the Company (comprising
share capital, retained earnings and capital redemption reserves). In managing the Group’s capital
structure, the Board considers the Group’s cost of capital. In order to maintain or adjust the capital
structure, the Group keeps under review the amount of any dividends, share buy-backs or other returns
to shareholders.
Details of significant accounting policies adopted, including the criteria for recognition, the basis of
measurement and the basis on which income and expenditure are recognised, in respect of each class
of financial asset, financial liability and equity instrument are disclosed in the accounting policies in
note 1.
At each balance sheet date, all financial assets and liabilities were measured at amortised cost. The fair
value of the Group’s financial assets and liabilities is not considered to vary from amortised cost due
to the short-term nature of these financial assets and liabilities.
71
The Conygar Investment Company PLC
NOTES TO THE ACCOUNTS (continued)
26. Financial instruments (continued)
The table below sets out the financial covenants of the Group in relation to its borrowings and ZDP
shares.
Covenant type Test As at Comment
30 Sep 2024
Barclays development loan:
ASK loan:
ZDP shares:
27. Events after the balance sheet date
Credit approval was received from Barclays on 11 December 2024 to restructure the terms of the
development loan provided in connection with Winfield Court. Further details of the approved terms
are set out in note 20.
Loan
to
value
in
connection
with
Winfield Court
Barclays credit approval
received to restructure the
loan and rectify the LTV
cover test by way of the
provision
of
additional
property security.
No more than
60%
67%
Minimum
net
asset
value of the Company
No less than
£30 million
£47.4 million
Loan
to
value
in
connection with TIQ
(excluding
Winfield
Court)
No more than
28%
27%
Cover test (as defined
in the ZDP shares
listing document)
No less than
2 times cover
1.92 times cover
No further loans to be drawn
after the date of signing these
financial statements if the
cover remains below 2 times.
Minimum
net
asset
value of the Company
No less than
£45 million
£47.4 million
The net asset value of the
Company is to be increased
in
January
2025
by
approximately £13 million
by way of the distribution
of
reserves
to
the
Company
from
wholly-
owned subsidiaries.
AGM
Annual General Meeting
AIM
The AIM market of the London Stock Exchange PLC
ASK
A.S.K. Partners Limited
Barclays
Barclays Bank PLC
BREEAM
Building Research Establishment Environmental Assessment
Method
Conygar
The Conygar Investment Company PLC
Default
The failure of a tenant to comply with a provision in their lease
EBITDA
Earnings before interest, taxes, depreciation and amortisation
EBITDAR
Earnings before interest, taxes, depreciation, amortisation and rent
EPS
Earnings per share, calculated as the earnings for the year after tax
attributable to members of the Company divided by the weighted
average number of shares in issue in the year
IFRS
International Financial Reporting Standards adopted for use in the
European Union
LTV
Loan to value
NAV
Net asset value
Net initial yield
Annual net rents expressed as a percentage of the investment
property valuation
Passing rent
Annual gross rental income excluding the effects of lease incentives
PBSA
Private build student accommodation
PBT
Profit before taxation
QCA Code
The UK’s quoted companies alliance corporate governance
guidelines for small and mid-size quoted companies.
Tenant break
An option in a lease for a tenant to terminate that lease early
UK
United Kingdom
ZDP/ ZDP shares
Zero dividend preference shares
72
The Conygar Investment Company PLC
GLOSSARY OF TERMS
NOTICE IS HEREBY GIVEN that the 2024 Annual General Meeting of the Company will be held at
the offices of The Conygar Investment Company PLC, First Floor, Suite 3, 1 Duchess Street, London
W1W 6AN on Tuesday, 28 January 2025 at 11:00am to consider and, if thought fit, pass the resolutions
below:
Resolutions 1 to 7 are proposed as ordinary resolutions and resolutions 8 and 9 are proposed as
special resolutions.
ORDINARY BUSINESS
Ordinary resolutions
1. To receive and adopt the Company’s annual accounts for the financial year ended 30 September
2024 together with the directors’ report and the auditors’ report on those accounts.
2. To approve the directors’ remuneration report for the financial year ended 30 September 2024.
3. To re-appoint Saffery LLP as auditor of the Company to hold office from the conclusion of this
meeting to the conclusion of the next meeting at which accounts are laid before the Company.
4. To authorise the Directors of the Company to agree the remuneration of the auditors.
5. To re-appoint Robert Thomas Ernest Ware, who retires by rotation, as a Director of the Company.
6. To re-appoint Nigel Jonathon Hamway, who retires by rotation, as a Director of the Company.
SPECIAL BUSINESS
7. That the Directors be and are generally and unconditionally authorised for the purposes of section
551 of the Companies Act 2006 (the “Act”) to exercise all the powers of the Company to allot
shares in the Company and grant rights to subscribe for, or convert any security into shares in the
Company provided that this authority shall be limited to the allotment of up to an aggregate nominal
amount of £750,000 (comprising 15,000,000 Ordinary Shares) and provided that this authority
(unless renewed, varied or revoked by the Company in a general meeting) is for a period expiring
on the earlier of (i) the conclusion of the next Annual General Meeting of the Company or (ii) the
expiry of 15 months from the passing of this resolution, save that the Company may, before such
expiry of this authority, make an offer or agreement which would or might require the shares to be
allotted or rights to subscribe for, or convert any security into shares to be granted after such expiry
and the Directors may allot shares or grant rights to subscribe for, or convert any security into shares
in pursuance of such offer or agreement notwithstanding that the authority conferred by this
resolution has expired.
This authority is in substitution for all subsisting authorities to allot any shares in the Company and to
grant rights to subscribe for or convert any security into shares in the Company to the extent unused.
Special resolutions
8. That subject to the passing of resolution 7 above, the Directors be and are hereby generally and
unconditionally empowered pursuant to sections 570 (1) and 573 of the Act to allot equity securities
(within the meaning of section 560(1) of the Act) wholly for cash pursuant to the authority conferred
by resolution 7 and / or by way of a sale of treasury shares as if section 561(1) of the Act did not apply
to any such allotment or sale, provided that this power shall be limited to:
(a)
the allotment of equity securities in connection with an offer of such securities to (i) holders of
Ordinary Shares in proportion (as nearly as may be practicable) to their respective holdings of
such shares; and (ii) holders of other equity securities as required by the rights of those securities
or as the Directors otherwise consider necessary, but subject to such exclusions or other
arrangements as the Directors may deem necessary or expedient in relation to treasury shares,
73
NOTICE OF ANNUAL GENERAL MEETING
The Conygar Investment Company PLC
(Company Number 04907617)
(the “Company”)
fractional entitlements or any legal or practical problems under the laws of any territory, or the
requirements of any regulatory body or stock exchange;
(b)
the allotment of equity securities or sale of treasury shares otherwise than pursuant to
sub-paragraph (a) above up to an aggregate nominal amount of £750,000 (comprising
15,000,000 Ordinary Shares);
and this power (unless renewed, varied or revoked by the Company in a general meeting) shall expire
on the earlier of (i) the conclusion of the next Annual General Meeting of the Company after the
passing of this resolution and (ii) the date falling 15 months after the date of the passing of this
resolution, save that the Company may, before such expiry make an offer or agreement which would
or might require equity securities to be allotted, or treasury shares to be sold after such expiry and
the Directors may allot equity securities, or sell treasury shares, in pursuance of any such offer or
agreement notwithstanding that the power conferred by this resolution has expired. The authority
granted by this resolution shall replace all existing authorities previously granted to the Directors
to allot equity securities for cash or by way of a sale of treasury shares as if section 561 (1) of the
Act did not apply.
9. That the Company be and is generally and unconditionally authorised for the purposes of section
701(1) of the Act to make one or more market purchases (within the meaning of section 693(4) of
the Act) on the London Stock Exchange of ordinary shares of £0.05 each (each an “Ordinary
Share”) in the Company provided that:
(a)
the maximum aggregate number of Ordinary Shares authorised to be purchased is 8,939,824
(being approximately 14.99% of the Ordinary Shares in issue at 16 December 2024);
(b)
the minimum price (excluding expenses) which may be paid for such shares is £0.05 per
share;
(c)
the maximum price (excluding expenses) which may be paid for an Ordinary Share shall not
be more than an amount equal to the higher of (i) 105% of the average of the middle market
quotations for an Ordinary Share as derived from The London Stock Exchange Daily Official
List for the five business days immediately preceding the date on which the Ordinary Share
is purchased and (ii) the higher of the price of the last independent trade of and the highest
current independent bid for, an Ordinary Share on the London Stock Exchange;
(d)
unless previously renewed, varied or revoked, the authority conferred shall expire on the
earlier of the conclusion of the Company’s next Annual General Meeting and 15 months
from the date of passing this resolution; and
(e)
the Company may make a contract or contracts to purchase Ordinary Shares under the
authority conferred prior to the expiry of such authority which will or may be executed wholly
or partly after the expiry of such authority and may make a purchase of Ordinary Shares in
pursuance of any such contract or contracts.
74
The Conygar Investment Company PLC
NOTICE OF ANNUAL GENERAL MEETING (continued)
Notes
Entitlement to attend and vote
1. In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, only those members registered in the
Company's register of members at:
• 11:00am on 24 January 2025; or
• if this meeting is adjourned, 48 hours prior to the adjourned meeting (excluding non-working days),
shall be entitled to attend and vote at the Meeting. Changes to the register of members after the relevant deadline shall be disregarded
in determining the rights of any person to attend and vote at the Meeting.
2. Only the holders of Ordinary Shares registered in the Company shall be entitled to attend and vote at the Meeting.
Appointment of proxies
3. As a member of the Company, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and
vote at the Meeting and you should have received a proxy form with this Notice of Meeting. You can only appoint a proxy
using the procedures set out in these notes and the notes to the proxy form.
4. A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Details of how to
appoint the Chairman of the Meeting or another person as your proxy using the proxy form are set out in the notes to the
proxy form. If you wish your proxy to speak on your behalf at the Meeting, you will need to appoint your own choice of
proxy (not the Chairman) and give your instructions directly to them.
5. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares.
You may not appoint more than one proxy to exercise rights attached to any one share.
6. If you do not give your proxy an indication of how to vote on any resolution, your proxy will vote or abstain from voting
at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter
which is put before the Meeting. A vote withheld is not a vote in law, which means that the vote will not be counted in the
calculation of votes for or against the resolution.
7. You can register your vote(s) for the Annual General Meeting either:
• by visiting www.shareregistrars.uk.com, clicking on the “Proxy Vote” button and then following the on-screen instructions
(you can locate your log-in details on the top of the proxy form);
• by post or by hand to Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX
using the proxy form accompanying this notice;
• in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the
procedures set out in note 14 below.
In order for a proxy appointment to be valid the proxy must be received by Share Registrars Limited by 11:00am on
24 January 2025.
Appointment of proxy using hard copy proxy form
8. The notes to the proxy form explain how to direct your proxy to vote on each resolution or withhold their vote.
To appoint a proxy using the proxy form, the form must be
• completed and signed;
• sent or delivered to the Company’s registrar at Share Registrars Limited, 3 The Millennium Centre, Crosby Way,
Farnham, Surrey, GU9 7XX and;
• received by the Company’s registrar no later than 11:00am on 24 January 2025.
In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf
by an officer of the company or an attorney for the company.
Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power
or authority) must be included with the proxy form.
9. If a member appoints a proxy or proxies and then decides to attend the Meeting in person and vote using his poll card, then
the vote in person will override the proxy vote(s). If you do not have a proxy form and/or believe that you should have one
or if you require additional forms, please contact Share Registrars Limited on 01252 821390 or, if calling from outside the
United Kingdom, +44 (0) 1252 821390, or via e-mail to Enquiries@shareregistrars.uk.com.
Appointment of proxy by joint members
10. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment
submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint
holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
75
The Conygar Investment Company PLC
NOTICE OF ANNUAL GENERAL MEETING (continued)
Changing proxy instructions
11. To change your proxy instructions simply submit a new proxy appointment using one of the methods set out above. Note
that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions; any
amended proxy appointment received after the relevant cut-off time will be disregarded. Where you have appointed a proxy
using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact
Share Registrars Limited on 01252 821390 or, if calling from outside the United Kingdom, +44(0) 1252 821390, or
via e-mail to Enquiries@shareregistrars.uk.com. If you submit more than one valid proxy appointment, the appointment
received last before the latest time for the receipt of proxies will take precedence.
Termination of proxy appointments
12. In order to revoke a proxy instruction, you will need to inform the Company’s registrar using the following method:
• by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Share Registrars
Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX. In the case of a member which is
a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the
company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice
is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.
The revocation notice must be received by Share Registrars Limited no later than 11:00am on 24 January 2025.
If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the
paragraph directly below, your proxy appointment will remain valid.
Appointment of a proxy does not preclude you from attending the Meeting and voting in person. If you have appointed a
proxy and attend the Meeting in person and vote, your proxy appointment will automatically be terminated.
Communication
13. Except as provided above, members who have general queries about the Meeting should email the Company Secretary at
davidbaldwin@conygar.com (no other methods of communication will be accepted).
You may not use any electronic address provided either:
• in this notice of general meeting; or
• any related documents (including the proxy form),
to communicate with the Company for any purposes other than those expressly stated.
Appointment of proxies through CREST
14. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may
do so for the Annual General Meeting and any adjournment(s) thereof by using the procedures described in the CREST
Manual (available via euroclear.com).
CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting
service provider(s) should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate
action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message
(a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & International Limited’s
specifications and must contain the information required for such instructions, as described in the CREST Manual.
The message, regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to
a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID: 7RA36)
by the latest time(s) for receipt of proxy appointments specified above. For this purpose, the time of receipt will be taken to
be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the
issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any
change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK
& International Limited does not make available special procedures in CREST for any particular messages. Normal system
timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of
the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or
has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s))
such action as shall be necessary to ensure that a message is transmitted by means of CREST by any particular time. In this
connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in
particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001 (as amended).
76
The Conygar Investment Company PLC
NOTICE OF ANNUAL GENERAL MEETING (continued)
Corporate representatives
If a corporation is a member of the Company, it may by resolution of its directors or other governing body authorise one or
more persons to act as its representative or representatives at the Meeting and any such representative or representatives
shall be entitled to exercise on behalf of the corporation all the powers that the corporation could exercise if it were an
individual member of the Company. Corporate representatives should bring with them either an original or certified copy
of the appropriate board resolution or an original letter confirming the appointment, provided it is on the corporation’s
letterhead and is signed by an authorised signatory and accompanied by evidence of the signatory’s authority.
Issued shares and total voting rights
15. As at 13 December 2024 (being the last business day prior to the publication of this Notice) the Company’s issued share
capital consisted of 59,638,588 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company
as at 13 December 2024 were 59,638,588.
Documents on display
16. Copies of the Executive Directors' service contracts with the Company and any of its subsidiary undertakings and letters of
appointment of the Non-Executive Directors are available for inspection at the registered office of the Company during the
usual business hours on any weekday (Saturday, Sunday or public holidays excluded) from the date of this notice until the
conclusion of the Annual General Meeting.
Registered Office By order of the Board
1 Duchess Street D Baldwin
London Company secretary
W1W 6AN 16 December 2024
77
The Conygar Investment Company PLC
NOTICE OF ANNUAL GENERAL MEETING (continued)
Perivan.com
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