Inland Homes plc
2 Anglo Office Park
67 White Lion Road, Amersham
Buckinghamshire HP7 9FB
Tel: 01494 762450
Fax: 01494 765897
Email: info@inlandplc.com
www.inlandplc.com
Annual Report and Accounts
for the year ended 30 June 2012
Making the right moves
Creative thinking in
brownfield development
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Inland Homes plc is a leading brownfield regeneration
specialist. We specialise in buying brownfield sites and
enhancing their value through obtaining planning
permissions for residential and mixed use developments.
Inland’s highly experienced land team has extensive knowledge of the
complexities of the planning system which in turn enables it to unlock added
value in property that others cannot.
We recognise the significant impact our activities can have on the
environment and the communities in which we work.
We believe that managing these activities responsibly brings long term
benefits to our shareholders as well as our stakeholders.
At the heart of our business is the principle of sustainability - the need to
conserve scarce resources for the benefit of future generations.
Sustainability is at the heart of everything we do.
Contents
Overview
01 Highlights
02 Our business strategy
04 Q&A with the Chief Executive
05 Q&A with the Financial Director
06 Chairman’s statement
Business review
10 Chief Executive’s review
Corporate governance
26 Directors
28 Directors’ report
Group financial statements
36 Independent auditor’s report
37 Group income statement
38 Group statement of comprehensive income
39 Group statement of financial position
40 Group statement of changes in equity
41 Group statement of cash flows
42 Notes to the group financial statements
Company financial statements
70 Independent auditor’s report
71 Company balance sheet
72 Notes to the company financial statements
Notice of annual general meeting
77 Notice of AGM
Highlights
Pre-tax profit:
£1.6m
(2011: £3.5m)
Earnings per share:
0.41p
(2011: 2.10p)
Net assets:
£49.4m
(2011: £48.5m)
Net asset value per share:
27.0p
(2011: 26.5p)
Proposed maiden dividend per share:
0.067p
Land portfolio
The land portfolio consists of 1,940 plots across the south of
England, controlled or managed by Inland.
Amersham
Buckinghamshire
Chelmsford
Essex
Beaconsfield
Buckinghamshire
West Drayton
Middlesex
Report and Accounts 2012 | Inland Homes plc
Plots owned/managed (number)
2500
2000
1500
1000
500
0
Plots without
planning permission
Plots with
planning permission
2
0
6
7
5
3
1
1
8
4
9
0
1
1
7
2
7
5
1
2
1
8
3
3
1
6
9
6
0
6
7
6
9
5
5
1
7
1
5
2007
2008
2009
2010
2011
2012
Profit/(loss) before tax (£m)
1
.
1
1
.
1
5
.
3
6
.
1
)
2
.
4
(
)
5
.
0
1
(
4.00
2.00
0.00
(2.00)
(4.00)
(6.00)
(8.00)
(10.00)
(12.00)
2007
2008
2009
2010
2011
2012
Residential plots sold (number)
300
250
200
150
100
50
0
6
5
2
8
5
1
3
8
1
7
6
8
3
5
2
2007
2008
2009
2010
2011
2012
Exeter
Devon
Ashford
Middlesex
Farnborough
Hampshire
Grays
Essex
Redhill
Surrey
Poole
Dorset
• Land portfolio of 1,940 plots
• 1,215 of which are consented
• Sites include 220,000 sq ft of
commercial space
• Annual rental income of £308,000
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01
Inland Homes plc | Report and Accounts 2012
Our business strategy
As a leading regeneration specialist, we add short, medium and long
term value by taking land through the planning process for the benefit
of shareholders.
Activity during
2011/12
02
Report and Accounts 2012 | Inland Homes plc
Value creation
through responsible
development
REALISE VALUE
SHORT TERM
Dispose all or part of
the site to realise
value added by the
planning process
MEDIUM TERM
Develop all or part of
the site to realise value
added by the planning
process as well as
margin from
housebuilding
LONG TERM
Retain all or part of
the site to increase
the quality of the land
bank to maximise its
ultimate value
116 Residential plots sold at
DGV during year
67 Residential plots sold under
an asset management
agreement
44 Residential plots sold
post year end
108 Residential plots currently
under construction
03
742 Potential plots
secured
283 Residential plots
gained planning
consent during
the year
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Inland Homes plc | Report and Accounts 2012
Q&A with the Chief Executive
Q1. Why did you structure the purchase of
Drayton Garden Village in an off balance
sheet vehicle?
A. Contracts to purchase Drayton Garden Village for
£24.25m were exchanged in December 2008 at the depths
of the financial crisis with a substantial amount of the
consideration deferred for four years. In order to protect the
Group from this potential liability the Board approved a
purchase that was non-recourse to the Group.
Q2. What will be the growth drivers in the
short term?
A. I believe that the Group’s growth in the short term will
come from the realisation of cash from our projects in
Farnborough, Poole and Ashford which we will reinvest into
new opportunities that we are working on.
Q3. What do you think about the government’s
current plans for the planning system?
A. Until planning decisions are made by people that are not
involved in politics, local government will take little heed of
pronouncements made by central government.
Stephen Wicks
Q4. There has been a recent focus on
housebuilding – do management believe this will
become an even more significant part of the
business in the short and medium term?
A. The current strategy is to increase our housebuilding
activity by developing some of our land bank. This will
enable us to capture the development margin of those
projects. However, the major part of our business will
continue to focus on increasing the number of plots within
our land bank, which will include disposals of some plots.
Housebuilding activities also enables us to attract
mainstream funding and improve our cash flow.
Q5. How does Inland plan to grow the underlying
net asset value over the next few years?
A. The underlying net asset value will increase by a
combination of:
• Extracting some of the development margin from the plots
within our land bank as a contribution towards our
overheads
• Realising value from the sites purchased prior to the
financial crisis
• Securing new land opportunities to add value through the
planning process.
We also expect to carry out joint ventures with major
housebuilders on a number of key sites.
04
Report and Accounts 2012 | Inland Homes plc
Q&A with the Financial Director
Nishith Malde
Q4. How much of the profits from Drayton
Garden Village have already been recognised
in Inland?
A. Inland has recognised a cumulative total of £7.9 million
as revenue and notional interest within its Income Statement.
Q5. How do you feel the share price has
performed?
A. It is disappointing that Inland’s shares have been trading
at a significant discount to its net asset value during the last
few years. Investor uncertainty over the off balance sheet
treatment of DGV, lack of dividend payments and the global
financial uncertainty have all had an impact. To counter
these, we have made detailed disclosures on the financial
effects of the DGV arrangement; proposed our maiden
dividend; and we are using alternative methods of funding
land purchases in order to reduce our reliance on banks.
This has resulted in our share price growing from a low of
6p in December 2008 to an average of approximately 20p
more recently – a rise in excess of 230%. What is
interesting is that our share price relative to our peers shows
a similar trend.
Q1. As a relatively small company how have you
managed to raise funds over the last few years?
A. We keep a very tight control over our cash resources
and match receipts against expenditure very carefully. Cash
realised from asset sales is then re-invested in new projects.
Vendor financing is a significant feature of our land purchase
programme. We also have access to a number of facilities
from high net worth individuals.
Q2. How did you determine the level of the
proposed dividend?
A. The Board discussed the proposed dividend at length
and the conclusion was to commence a progressive
dividend stream that is not necessarily dictated by the level
of profits, as the value of the business is based on the
underlying worth of its assets. The dividend will demonstrate
that the Directors have confidence in the Group’s future
cash flows. It is important to note that cash generated by
the business will be re-invested into new opportunities to
enhance the value for shareholders.
Q3. Why is the effective tax charge 52.5% of
pre-tax profits?
A. The effective tax charge appears to be high due to the
release of £382,000 of deferred tax asset to the income
statement as a result of the reduction in the corporation tax
rate from 26% to 24%.
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Inland Homes plc | Report and Accounts 2012
Chairman’s statement
Future
Growth Strategy
➛ Maximising development value
through housebuilding
➛ Selling parcels of land with
planning consent
➛ Acquiring new sites and gaining
planning consent
➛ Joint ventures with major
housebuilders
06
“
The year’s focus has been on
improving the quality of our
land holdings by acquiring or
controlling new sites,
re-negotiating planning
agreements and securing
further consents.
”
I am pleased to report that the Group has made
positive progress across the various facets of its
business, which is reflected in the continuing growth
in our land bank and the additional consents which
have been secured on the back of on-going strong
demand for housing land in the South of England.
As shareholders are also aware, it is the Board’s objective to
maximise the value of each land sale and not to take a
reduced consideration just to suit financial reporting periods.
With this policy in mind, a land sale that was expected to
generate a profit contribution of approximately £2.0 million in
the year ended 30 June 2012 did not conclude as originally
anticipated prior to the year end. In relation to this
transaction, negotiations continue with a potential buyer and
we hope to report a conclusion on this sale in the near future.
As announced in July 2012, whilst Inland’s profit expectation
for the year under review was adjusted accordingly, this has
not had any impact on the Group’s underlying net asset
value which remains robust.
Although during the twelve month period the Group did not
conclude the sales of any building plots and completed only
nine residential unit sales compared to 35 in the previous
year, I am pleased to report that since the start of the new
financial year we have completed the sale of 44 plots to a
national housebuilder at our Queensgate development for a
consideration of £3.14 million and contracts have been
issued for the sale of a further 283 plots on 3 other sites.
We have also completed the sale of 14 residential units
since the year end.
Report and Accounts 2012 | Inland Homes plc
Adding value through the
expansion of our
housebuilding programme
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Landmark development of apartments at Queensgate in Farnborough
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Inland Homes plc | Report and Accounts 2012
Chairman’s statement (continued)
Financial results
Consequently, as a result of the above factors, turnover
from land and house sales, rental income and project
management fees in the year was £6.1 million (2011: £21.4
million). Operating profit was £1.1 million (2011: £3.5 million)
and profit before tax was £1.6 million (2011: £3.5 million).
Earnings per share was 0.41 pence (2011: 2.10 pence)
whilst net asset value per share increased to 27.0 pence
(2011: 26.5 pence).
Once again, these financial results exclude any future value
from the Drayton Garden Village (DGV) development
services agreement where Inland expects to secure 90% of
the profit from this project.
During the period Drayton Garden Village Ltd (DGVL) sold
116 plots and some land with planning consent for an
80 bed nursing home for a total consideration of £8.5
million. The Directors believe that Inland’s share of the future
profits from this project could be in the order of £13.0
million which is equivalent to 5.0 pence per ordinary share
net of tax. These projections are based on selling serviced
plots to UK housebuilders and may be substantially
enhanced if DGVL was to ‘build out’ parts of the site.
In addition to the 116 plots sold at DGV, the Group sold a
further 67 consented plots on behalf of a client under an
asset management agreement.
Dividend
The Board is proposing to recommend a maiden dividend
of 0.067 pence per share. If approved by shareholders at
the Annual General Meeting on 27 November 2012, the final
dividend will be paid on 17 December 2012 to members on
the register at the close of business on 16 November 2012.
The ex-dividend date will be 14 November 2012.
Operational review
HOUSEBUILDING - A key focus of the Group has been to
increase our housebuilding programme. This enables Inland
to capture the development margin on projects, thereby
enhancing the overall returns to shareholders.
In light of the success of our embryonic housebuilding
programme, we expect to increase this activity by building
out part of our land bank as well as continuing to sell
consented building land to housebuilders.
Queensgate, Farnborough, Hampshire - During the
year nine new homes (2011: 31) were sold for a total
consideration of £1.7 million (2011: £6.4 million) at
good margins, with a further 14 units completed after
the June 2012 year end.
Construction has also commenced on a further phase
of 56 units, of which 20 units will be pre-sold to a
Housing Association. This will be followed by a further
44 units for which detailed planning consent is currently
being sought. The Group has successfully secured a
revolving facility of £1.9 million from the Homes and
Communities Agency under the ‘Get Britain Building’
initiative to fund the construction of these homes.
Warwick Gardens, Redhill, Surrey - We have recently
opened a show-house and marketing suite for the
launch of this new development of 28 units; early
indications are encouraging, having received a
number of reservations at prices higher than our
original expectations.
LAND HOLDINGS Summarising the activities at each of the
current key sites:
Drayton Garden Village, West Drayton, Middlesex -
Within DGVL, consent was originally gained for 773
homes and commercial space. Inland provides
significant development services and there have been
considerable steps forward during the period under
review. Substantial progress has been made with the
infrastructure on the site and the state of the art energy
centre has been completed and is operational.
Sales at DGV include 88 plots to a private housebuilder,
28 plots for shared-ownership to a Housing Association
and the sale of land with planning consent for an 80
bed nursing home.
I am also pleased to report that negotiations are at an
advanced stage for the pre-let of a 4,000 sq ft
neighbourhood foodstore to a national retailer on this site.
Queensgate, Farnborough, Hampshire - We have
successfully re-negotiated the Section 106 Agreement
to reduce the affordable housing element down from
35% to 20% and improve the sales mix to reflect
current market conditions. Since the year end we sold
44 building plots to a major housebuilder for £3.14
million and completed the sale of 14 residential units.
Within Queensgate, Inland has 213 plots remaining.
Ashford Hospital, Middlesex - We have successfully
negotiated a variation to the Section 106 Agreement
that has had the effect of reducing the affordable
housing element of the planned scheme from 35% to
nil. This is a major step forward and will enable this
development of 152 units to commence shortly.
We are in advanced negotiations to embark on a
development agreement with a major UK housebuilder
on this site, where Inland will provide the consented
08
Report and Accounts 2012 | Inland Homes plc
PEOPLE - Once again, on behalf of the Board and all
Stakeholders, I would like to express appreciation and
thanks to the Inland team at all levels for their hard work
and dedication in what is a tough and challenging planning
and operating environment. Their knowledge and expertise
remain an invaluable and important asset that is providing
a solid base for the Group’s and other Stakeholders’
future success.
INVESTMENTS - Our associate company, Howarth Homes
plc (Howarth) made progress in the year. Howarth’s turnover
for the financial year ended 31 July 2012 was £22.4 million
(2011: £24.2 million), producing improved pre-tax profits
from £0.6 million to £0.8 million. Howarth’s current
construction order book remains healthy, standing at
£41.0 million.
Within our joint development with Howarth at Woodland
Chase, Croxley Green, Hertfordshire, 14 homes were sold in
the period. The last phase, comprising 12 houses, is now
under construction and it is anticipated that this successful
development will be fully completed by the next period end.
Outlook
The year’s focus has been on improving the quality of our
land holdings by acquiring or controlling new sites, re-
negotiating planning agreements and securing further
consents. We are concentrating on generating cash and
profit from the existing land portfolio and adding further
value through the expansion of our housebuilding programme.
We have a number of current projects at various stages, as
well as new opportunities being researched and undertaken;
as a Board we remain confident about the future.
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Proposed street scene at St John’s Hospital in Chelmsford, Essex
land, with our partner managing and funding the
construction and the sale of the completed units. If, as
we anticipate, this venture proves successful, we intend
to use this template to enter into further development
projects on other sites in due course.
St John’s Hospital, Chelmsford, Essex - Planning
permission was secured for 127 homes on the northern
section of the development site, of which only 14 will be
affordable shared ownership units. We have also
completed the purchase of the southern section of the
same site, where we will shortly be making a planning
application for approximately 100 units including
detached houses, some of which will back on to the
local golf course.
Carter’s Quay, Poole, Dorset - Negotiations are
continuing with the Local Authority regarding this site
and our current planning application for 268 homes and
108,000 sq ft of commercial space. We expect a
decision on this during the current financial year.
Beaconsfield, Buckinghamshire - At the half year, we
touched on a significant new opportunity in a prime part
of Buckinghamshire where Inland had secured an
interest in land of strategic access importance. The
Group has purchased 20 acres of land adjoining a site
which has been allocated for the development of
approximately 300 homes in the local plan.
During the year the land bank was strengthened by 742
new plots and the current land bank comprises:
Owned with consent
Drayton Garden Village and other
managed sites with consent
Owned/contracted without consent
(allocated for development)
Sites controlled or terms agreed
(allocated for development)
Total plots:
706
509
380
347
1,942
Terry Roydon
CHAIRMAN
25 October 2012
Inland Homes plc | Report and Accounts 2012
Chief Executive’s review
“
A year of consolidation – during
the year our focus was very much
on improving the value of our land
bank by successfully re-negotiating
Section 106 Agreements and
achieving further planning
permissions.
”
From this solid platform, we expect a substantial
increase in activity from our own housebuilding
activities, land sales and joint ventures with trade
partners.
Inland is firmly established as a specialist in the regeneration
of complex brownfield sites in the South of England. Our
skill base enables us to evaluate the risk/reward relationship
in buying large scale opportunities without consent and
improving the value by obtaining commercially viable
planning permissions.
As the business has grown, so has our expertise; our model
now entails carrying out major infrastructure works, landscaping
and installation of combined heat and power systems.
Planning system
Successful outcomes are expected on all of our projects,
but timescales within the UK’s increasingly complex planning
system are difficult to predict. The planning environment
continues to evolve and whilst it is encouraging to see
housing so high on the political agenda, the ‘avalanche’ of
new initiatives coming forward are potentially counteracting
the need to simplify the planning system.
One of the Group’s key strengths is its ability to guide
schemes through the planning process, managing the many
stakeholders and their interests coupled with overcoming
environmental constraints.
Key challenges for
this year
➛ Securing planning consent at Poole
in Dorset
➛ Securing planning consent at St
John’s Hospital (southern section) in
Chelmsford, Essex
➛ Finalising a joint venture development
agreement with a major housebuilder
at Ashford Hospital in Middlesex
➛ Progressing the Development Brief at
Wilton Park in Beaconsfield,
Buckinghamshire
➛ Continuing the development of
Drayton Garden Village in Middlesex
10
Report and Accounts 2012 | Inland Homes plc
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Show home at Warwick Gardens in Redhill, Surrey
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Inland Homes plc | Report and Accounts 2012
Chief Executive’s review (continued)
Strategy
Our land bank of more mature projects with consent will
enable regular land sales. The growing housebuilding
programme, together with planned joint ventures, should
enable the Group to have a more conventional ‘shape’,
thus reducing the level of perceived exposure which will
assist shareholder perception and understanding of our
business model.
We have in the pipeline some sales to major housebuilders
and Housing Associations of a substantial number of
consented plots that are ‘ready for development’. In
addition, there has been a significant increase in our own
housebuilding programme where we currently have over
100 units within our construction programme with an
anticipated gross development value of £18.0 million. These
developments include 80 apartments at Queensgate in
Farnborough, Hampshire where we recently completed a
phase of 15 houses and four apartments; and 14 houses
and 14 apartments at Warwick Gardens in Redhill, Surrey.
Show home at Warwick Gardens in Redhill, Surrey
Housebuilding finance of £1.5 million has been drawn down
from Close Brothers and a facility of £2.5 million has been
approved by Barclays Bank, which we expect to utilise
shortly to partly refinance some of the funding from
non-banking sources. In addition, the Group has secured a
£1.9 million line of funding via the Homes and Communities
Agency’s ‘Get Britain Building’ initiative for our
Farnborough development.
Finance
As set out in the previous Annual Report and Accounts, we
have obtained secured funding from a number of non-
banking sources and to date have drawn down in the order
of £6.7 million from these facilities.
Since the last year end inventories have increased from
£24.1 million to £43.8 million as at 30 June 2012 and there
was a corresponding increase in net borrowings from
£424,000 to £6.4 million at the balance sheet date, resulting
in net gearing of 13.2% (2011: 0.9%).
Recently completed phase of 19 units at Queensgate in Farnborough, Hampshire
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Report and Accounts 2012 | Inland Homes plc
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An E.ON representative, Stephen Wicks and the Mayor of Hillingdon discussing the benefits of the Energy Centre at Drayton Garden Village
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Inland Homes plc | Report and Accounts 2012
Chief Executive’s review (continued)
Key challenges in the current financial year
Securing planning consent at Poole
in Dorset
Securing the long overdue consent on our site at Poole in
Dorset, where we are inching closer to permission. The
delay has been beyond our control due to the Local
Authority having to undertake an appropriate assessment of
increased nitrogen discharge into Holes Bay. We understand
that the local authority has concluded their assessment
positively which will enable the application to be considered
in the near future. Now that the Twin Sails Bridge has been
opened we are keen to progress the regeneration of this
site. Carters Quay will include a new neighbourhood of 73
family houses with gardens in pedestrian streets that are
well connected to the rest of Hamworthy. The waterside
area will be of mixed use with employment spaces to attract
new companies to Poole, cafes, restaurants and upper level
apartments. Importantly, at last Hamworthy residents will be
able to access the waterfront that surrounds them.
Proposed street scene at Carter’s Quay in Poole, Dorset
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Report and Accounts 2012 | Inland Homes plc
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Inland Homes plc | Report and Accounts 2012
Chief Executive’s review (continued)
Key challenges in the current financial year (continued)
Securing planning consent at St John’s
Hospital (southern section) in
Chelmsford, Essex
Securing consent for St John’s Hospital (southern section)
where our planning application has recently been submitted
for a scheme of 71 houses and 30 apartments. This part of
the hospital is adjacent to the local golf course and the
scheme design takes advantage of the panoramic views by
locating houses along the boundary with an ecological
buffer between the development and the golf course. Inland
purchased the southern section of the hospital after having
earlier acquired the northern section. Consent on the
northern section was granted during the year for 127
houses and apartments, and the development will include
both new build properties and the conversion of some of
the historic buildings.
St John’s will have easy access to Chelmsford City Centre with its rich
heritage, beautiful green spaces, first class leisure and arts facilities, shopping,
dining, vibrant nightlife and excellent road and rail links.
Proposed street scene at St John’s Hospital in Chelmsford, Essex
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Report and Accounts 2012 | Inland Homes plc
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Inland Homes plc | Report and Accounts 2012
Chief Executive’s review (continued)
Key challenges in the current financial year (continued)
Finalising a development agreement with a
major housebuilder at Ashford Hospital
in Middlesex
Finalising a development agreement with a major
housebuilder to develop our site for 152 apartments at
Ashford Hospital in Middlesex. This site is close to the A30,
M25 and is only two miles from Heathrow Airport. Because
of its close proximity to London and good transport links,
the area is a popular commuter town. Our development will
consist of striking modern buildings which will maximise
both the natural light and the westerly views over the
reservoir. Two large courtyards will provide an attractive
backdrop for the benefit of residents and will include a
natural play area where children will be challenged to learn
as well as to play safely.
Progressing the Development Brief at Wilton
Park in Beaconsfield, Buckinghamshire
Progressing the Development Brief in partnership with the
Local Authority and the Defence Infrastructure Organisation
on our significant new project at Wilton Park in
Beaconsfield, Buckinghamshire. This will be the first step
towards securing a formal planning permission. Wilton Park
is a defence establishment sitting within a 90 acre site
which has been declared surplus to requirements. The site
has been allocated within the South Buckinghamshire Local
Plan for up to 300 homes and 100,000 sq ft of commercial
space. A key part of the allocation is a requirement that the
access to the site is via land which has been purchased
by Inland.
18
Wilton Park in Beaconsfield, Buckinghamshire
Report and Accounts 2012 | Inland Homes plc
Proposed development at Ashford Hospital in Middlesex
Beaconsfield is located approximately 22 miles west of london and is the largest town in South Buckinghamshire
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Inland Homes plc | Report and Accounts 2012
Chief Executive’s review (continued)
Key challenges in the current financial year (continued)
Continuing the development of Drayton
Garden Village in Middlesex
DRAYTON
GARDEN
VILLAGE
Continuing the development of Drayton
Garden Village in Middlesex. During the
year ended 30 June 2012, we provided a
significant amount of services to DGVL,
including the procurement of the sale of
116 residential plots and a plot for an 80
bed nursing home. The construction of
236 homes and the nursing home is well
under way by the purchasers of the land. The landscaping
works and play areas on the village green have now been
completed. The main boulevard onto the site and a major
part of the spine road have also been finished. Work is due
to start on the retail units and estate management centre at
the entrance to the development, where negotiations are at
an advanced stage for the pre-let of one of the units to a
national food retailer. The combined heat and power centre
and district heating network are now fully operational and
are already providing the first occupants with efficient heat
and hot water. The improvement works to a local parade of
Spine Road into Drayton Garden Village
shops will commence in the New Year, which will have a
very positive impact on the surrounding area. On behalf of
DGVL we are reviewing potential options for the next phase
of development at the site.
Proposed street scene at Drayton Garden Village
20
Report and Accounts 2012 | Inland Homes plc
Spring Green at Drayton Garden Village
First homes occupied at Drayton Garden Village
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Inland Homes plc | Report and Accounts 2012
Chief Executive’s review (continued)
Howarth
Minet Drive – a prize winning site
Development at Minet Drive in Hayes, Middlesex for Paradigm Housing Association
Results
Our associate company, Howarth, is continuing to make
good progress. Due to the increase in their profitability we
have reversed £500,000 of the impairment on our
investment. Howarth is developing 80 plots on 9 sites for
private sale in the South East, including projects in
Chesham and Farnham Common in Buckinghamshire,
Northwood in Middlesex, Rickmansworth in Hertfordshire
and Kensington in London as well as our joint venture
in Croxley Green in Hertfordshire. They are also
constructing 165 plots on behalf of third parties including
housing associations.
Prize winning staff
I should like to congratulate Howarth’s Mr Geoff Turner who
won the NHBC ‘Pride in the Job’ and ‘Seal of Excellence’
awards in the London and South East Region for medium
sized housebuilders as a result of his work on Minet Drive in
Hayes, Middlesex - a site being constructed for Paradigm
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Geoff Turner of Howarth Homes receiving the NHBC award
Report and Accounts 2012 | Inland Homes plc
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Joint venture development at Woodland Chase in Croxley Green, Hertfordshire
Successful joint venture at Woodland Chase
Housing Association. Inland obtained the planning consent
and sold the site to Paradigm HA during the year ended 30
June 2011. The achievement of Geoff and the team at Minet
Drive is testament both to their hard work and to the quality
centred cultures at Howarth and Inland.
Woodland Chase
Our joint venture with Howarth at Woodland Chase in
Croxley Green, Hertfordshire is well advanced on the final
phase of 12 houses backing onto the woodland. Each
home on this luxury development has
been designed in response to how
people live today and has been given
individual character by using different,
but complimentary exteriors across the
site. Having repaid the loan from Investec
Bank in April 2012, the development
was refinanced by Close Brothers in
July 2012, enabling the repayment of
part of our investment.
Inland Homes plc | Report and Accounts 2012
Chief Executive’s review (continued)
Our charity work
The Group is a keen supporter of various charities and is
proud to have supported the British Institute of Brain Injured
Children (BIBIC), Make a Wish Foundation and Jungle City,
a 100% charitable event which supports the work of seven
UK conservation charities.
I should like to extend my special thanks to the seven
members of the Inland Team who undertook the Three
Peaks Challenge, a gruelling climb of the three highest
peaks in England, Scotland and Wales in 24 hours. They
achieved this in June 2012, overcoming torrential rain and
freezing conditions at the summits, and raised an impressive
£38,000 for BIBIC. This is a national charity offering practical
help to families caring for children with
conditions such as autism, cerebral
palsy, Down’s syndrome,
developmental delay, brain injury,
ADHD, dyslexia and dyspraxia.
One of Jungle City’s brightly painted sculptures used to raise awareness for
their survival
The Inland team: Paul Brett, Rob Williams, Nish Malde
Matt Corcoran, Pedro Longras, Des Wicks & Mark Gilpin
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Report and Accounts 2012 | Inland Homes plc
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Proposed street scene at Warwick Gardens
in Redhill, Surrey
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For more information about Inland visit:
www.inlandplc.com and www.inlandhomes.co.uk
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Show home at Queensgate in Farnborough, Hampshire
Summary and prospects
The foundations to deliver a successful set of results for the
new financial year have been laid. There is a strong pipeline
of new opportunities being investigated by our team,
although we are extremely discerning as to which projects
fit our very strict criteria for purchase. We are confident a
number of high quality new sites will be secured in the
current financial year and we will continue to add value to
our projects by navigating them through the intricate
planning system and capture the development margin
on some of our sites by delivering successful
housing schemes.
In summary, I am confident that our strategy will increase
the value of our asset base in the medium term and deliver
sound returns to our shareholders.
Stephen Wicks
Chief Executive
25 October 2012
Inland Homes plc | Report and Accounts 2012
Directors
Directors
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Terry Roydon, Non-executive Chairman aged 65 holds a BSc in Estate
Management from the University of London and a Masters in Business
Administration from the University of Pittsburgh. He was previously Chief
Executive of Prowting plc, a UK housebuilder, which he led to flotation on
the London Stock Exchange in 1988. The company was subsequently
purchased by Westbury plc in June 2002 for £140m. Since 1998, Mr
Roydon has been a consultant and member of the board of Dom
Development S.A., a major quoted Polish residential developer, together
with a number of non-executive and consultancy positions in the UK and
continental housebuilding companies, including holding non-executive board
positions with AIM quoted Kimberly Resources N.V., Country & Metropolitan
plc (until 2005), Gladedale Holdings plc (until March 2007) and Larkfleet
Limited (until May 2011). From 1995 to 1997 he was President of the
European Union of Housebuilders and Developers.
Stephen Wicks, Chief Executive aged 61 was the founding shareholder
and Chief Executive of Country & Metropolitan plc, which floated on the
main market of the London Stock Exchange in December 1999 with a
market capitalisation of £6.9m. He directed the growth of Country &
Metropolitan plc until its disposal in April 2005 to Gladedale Holdings plc for
approximately £72m. Mr Wicks has worked in the construction and
housebuilding sector all of his working life and has extensive knowledge of
local and national policies on both greenfield and brownfield sites.
Nishith Malde, Finance Director aged 54 qualified as a Chartered
Accountant in 1985 with KPMG and specialised in advising owner managed
businesses. He left KPMG in 1989 to set up a consultancy firm which later
merged with an audit practice where he was the partner responsible for the
affairs of Country & Metropolitan plc. Mr Malde joined Country &
Metropolitan plc as finance director and company secretary in 1998. He was
actively involved in the preparation for the flotation of Country & Metropolitan
plc in December 1999 and its further development until it was acquired by
Gladedale Holdings plc in April 2005. Mr Malde is also on the board of
Energiser Investments plc, an AIM listed company.
Report and Accounts 2012 | Inland Homes plc
Simon Bennett, Non-executive Director aged 54 qualified as a
Chartered Accountant in 1981 and has over 25 years’ investment banking
experience in the City. Mr Bennett was the head of corporate finance and
head of the mid and small caps team at Credit Lyonnais Securities and,
following its acquisition by Credit Agricole, he established Incremental
Capital LLP to provide corporate finance advice to mid and small cap
companies. In the latter part of 2005, Mr Bennett joined Baker Tilly as
managing director of Baker Tilly and Co. Limited. In late 2007 Mr Bennett
joined Fairfax IS plc, the independent investment bank, as head of corporate
broking. Mr Bennett has recently joined Merchant Securities as Head of
Corporate Broking and is also non-executive chairman of Energiser
Investments plc and a number of other private companies.
Paul Brett, Land Director aged 36 has been involved in the housing
sector all of his working life, acquiring and master planning brownfield sites
at Country & Metropolitan plc for ten years during which time he was
promoted to Land Director of its Southern Region. Mr Brett joined the Inland
Group in August 2005. He has extensive experience in identifying
brownfield land and the necessary knowledge of the complexities of the
planning system.
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Inland Homes plc | Report and Accounts 2012
Directors’ report
The Directors present their report and the financial statements of the Group and the Company for the year ended
30 June 2012.
Principal activity
The principal activity of the Company and its subsidiaries, together called the Group, is to acquire residential and mixed use
sites and seek planning consent for development. The Group develops a number of the plots for private sale and sells
consented plots to housebuilders.
Results and dividends
The trading results for the year are set out in the Group Income Statement on page 37 and the Group’s financial position at
the end of the year is set out in the Group Statement of Financial Position on page 39. Further details of the performance
during the financial year and expected future developments are contained in the Chairman’s Statement which forms part of
the Directors’ Report.
The directors propose to recommend the payment of a final dividend of 0.067p per share (2011: £nil)..
Business review
A review of the development and performance of the business during the year and the future outlook of the Group is set
out in the Chairman’s Statement on pages 6 to 9. The Group’s key performance indicators are revenue, profit before tax,
net assets per share and the number of plots with and without planning consent. These indicators are monitored closely by
the Board and the details of performance against these are given in the Chairman’s Statement.
Principal risks and uncertainties
The management of the business and the nature of the Group’s strategy are subject to a number of risks.
The Directors have set out below the principal risks facing the business. Where possible, processes are in place to monitor
and mitigate such risks.
These are general in nature and include: obtaining business on competitive terms; retaining key personnel; and market
competition. The Group operates a system of internal control and risk management in order to provide assurance that the
Board is managing risk whilst achieving its business objectives. No system can fully eliminate risk and therefore, the
understanding of operational risk is central to the management process.
28
Report and Accounts 2012 | Inland Homes plc
Principal risks and uncertainties (continued)
To enable shareholders to appreciate what the business considers are the main operational risks, they are briefly outlined below:
Title
land
The inability to source, acquire,
promote and dispose of land
RISK
POTENTIAL IMPACT
STRATEGY
Planning
Increased complexity and delay in
the planning process
The adoption of the Community
Infrastructure Levy by local
authorities
Market
A severe fall in the housing market
in the regions in which the Group
chooses to operate
The Group would not be able to
generate profit and cash flow for
the longer term
May have a detrimental effect on
the financial position of the Group
May impede sales and thus
affect the rate of growth of
the business
May have a detrimental effect on
the supply and pricing of land
being marketed by landowners
Inability to realise maximum value
in a timely fashion
Adverse effect on land values
Adverse effect on the timing
of sales
The Group has an experienced
management team with a strong
track record in the industry which
mitigates this risk
The Group undertakes extensive
pre-acquisition due diligence on
planning, technical and
environmental issues together with
acquiring housing sites identified in
councils’ Local Plans
The Group ensures that its sites
are in good locations thus
providing some protection against
any downturn in the market
Personnel
Loss of/inability to source high
calibre, experienced staff
The Group would have difficulty
growing the business in the highly
competitive markets in which it
operates
The Group maintains good morale
in the work place and sets
remuneration packages at
attractive levels
Interest
rates
Significant upward changes in
interest rates
Environmental
Unexpected contamination being
found on a site
May affect residential land prices
as the demand for residential
property would be affected
Would lead to increased borrowing
costs and thus have a detrimental
effect on profit
Liabilities in respect of
decontamination works or fines for
environmental pollution could affect
the outcome of a project
Regulation
Changes in legislation, government
regulations, planning policies and
guidelines
May have a detrimental effect on
the Group’s business
Construction
Cost overruns
Material shortages
Delays
May adversely impact margins on
infrastructure and housebuilding
Finance
The lack of availability of bank
funding
May have an adverse effect on the
Group’s progress
The Group mitigates any adverse
exposure to interest rate changes
by controlling its gearing and if
necessary, by using hedging
instruments
The assessment of environmental
risk is an important element of the
due diligence undertaken when
buying land. The Group uses
reputable environmental
consultancy firms to assist in
this area
The Group keeps abreast of
potential changes in these areas
and wherever possible allows for
these in appraising its projects
The Group tries to build strong
relationships with subcontractors
and projects are reviewed
frequently in order to mitigate
these risks
The Group continues to seek
finance from alternative lending
sources to improve its liquidity
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Inland Homes plc | Report and Accounts 2012
Directors’ report (continued)
Financial risk management objectives and policies
All potential areas of financial risk are regularly monitored and reviewed by the Directors and management. Any preventative
or corrective measures are taken as necessary.
The Group uses various financial instruments. These include loans, cash and trade receivables that arise directly from its
operations. The main purpose of these financial instruments is to raise finance for the Group’s operations.
The Group also provides finance to Drayton Garden Village Limited as part of its arrangement with that company. The main
purpose of this financial instrument is to enhance the Group’s return from this project.
The existence of these financial instruments exposes the Group to a number of financial risks, which are described in more
detail below.
The main risks arising from the Group’s financial instruments are liquidity risk, interest rate risk, credit risk and capital risk.
The Directors review and agree policies for managing each of these risks and they are summarised below.
Liquidity risk
The Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest
cash assets safely and profitably.
Flexibility is achieved by loans and overdraft facilities.
Cash flow fair value interest rate risk
The Group’s cash flow interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the
Group to cash flow interest rate risk. All of the Group’s borrowings are at variable rates but the Group does not consider the
risk to be significant.
Interest rate risk
The Group finances its operations through a mixture of equity and bank and other borrowings. The Group controls the
exposure to interest rate fluctuations by ensuring that the level of gearing is maintained at a reasonable level.
Credit risk
The Group’s principal financial assets are trade and other receivables, loans to associates and cash and cash equivalents.
The Group trades and deals with counterparties after having considered their credit rating. In certain circumstances the
Group may seek additional security.
Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order
to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to
reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders,
return capital to shareholders, issue new shares or sell assets to reduce debt.
Consistent with others in the industry, the Group monitors capital in relation to overall financing. Further information can be
found in note 27 to the Group financial statements.
30
Report and Accounts 2012 | Inland Homes plc
Directors and their interests
Each of the Directors listed on pages 26 and 27 held office as at 30 June 2012. The Directors of the Company and their
respective beneficial interests (including that of their respective families) in the shares of the Company as at 30 June 2012
were as follows:
Ordinary Shares
S D Wicks
N Malde
P Brett
T Roydon
S Bennett
As at 30 June 2012
As at 30 June 2011
Number of
ordinary
shares
Number of
deferred
shares
Number of
share
options
Number of
ordinary
shares
Number of
deferred
shares
Number of
share
options
16,237,332
11,072,400
3,444,214
325,000
110,000
490
392
98
—
—
1,500,000
1,500,000
1,100,000
—
—
20,179,732
10,905,000
3,374,214
250,000
50,000
490
392
98
—
—
1,500,000
1,500,000
1,100,000
—
—
S Wicks and N Malde are retiring by rotation in accordance with the Company’s Articles of Association and have offered
themselves for re-election.
No share options were exercised in the period. Further information on share options can be found in note 21 to the Group
financial statements.
Directors’ emoluments
The remuneration of the individual Directors was:
2012
2011
Salary/fees
£000
Bonus
£000
Benefits
£000
Pension
£000
Total
remuneration
£000
Social
security
costs
£000
Total
remuneration
& social
security
£000
Total
renumeration
& social
security
£000
Executive Directors
S D Wicks
N Malde
P Brett
Non-executive Directors
T Roydon
S Bennett
315
263
179
38
30
115
115
16
—
—
28
25
11
—
—
—
50
18
—
—
458
453
224
38
30
61
53
27
—
—
519
506
251
38
30
368
360
232
30
25
P Brett was appointed to the Board on 3 October 2011. His salary, benefits and pension are included above for 2011 and
2012 for ease of reference. P Brett was considered to be key management up until his appointment.
Qualifying third party indemnity provision
During the financial year, a qualifying third party indemnity provision for the benefit of all the Directors was in force.
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Inland Homes plc | Report and Accounts 2012
Directors’ report (continued)
Substantial shareholding
As at 25 October 2012, the Company was aware of the following holdings in addition to those of the Directors discussed
above, of 3% or more of the nominal value of the Company’s shares:
Name
M H Dixon
Karoo Investment Fund SCA SICAV SIF
A K Brett
Henderson Global Investors Limited
Unique Limited
Employee involvement
Shareholding
24,000,000
22,700,000
11,500,000
10,098,143
5,652,329
%
13.11
12.40
6.28
5.52
3.09
The Group places considerable value on the involvement of its employees and keeps them informed of all relevant matters
on a regular basis. The Group is an equal opportunities employer and all applications for employment are considered fully
on the basis of suitability for the job.
Charitable and political contributions
Donations to charitable organisations amounted to £23,000 (2011: £11,000). These donations were made to a number of
different charities supporting a broad range of causes. There were no political donations made during the year (2011: £nil).
Payment policy and practice
The Group’s policy is for all companies within the Group to agree terms and conditions with their suppliers. Payments are
then generally made on the basis of this agreement, providing the suppliers conform to the terms and conditions stipulated.
At 30 June 2012 the Group had an average of 93 days’ (2011: 62 days’) purchases outstanding in trade payables.
Corporate governance
The Directors recognise the importance of sound corporate governance and the guidelines set out in the UK Corporate
Governance Code 2010. Whilst AIM companies are not obliged to comply with the Code, the Directors intend to comply
with the Code so far as is appropriate having regard to the size and nature of the various companies making up the Group.
The Board will take such measures so far as considered appropriate for the Group to comply with the Code and in
addition, the Quoted Companies Alliance (QCA) Guidelines for AIM Companies.
Board composition
The Group is managed through its Board of Directors. The Board comprises the Non-executive Chairman, one other Non-
executive Director, the Chief Executive, Finance Director and a Land Director (appointed 3 October 2011). The Board’s main
roles are to create value for the shareholders, to approve the Group’s strategic objectives and to ensure that the necessary
financial and other resources are made available to enable them to meet these objectives.
Specific responsibilities reserved to the Board include: setting Group strategy; reviewing operational and financial
performance; approving certain land acquisitions; approving appointments to the Board; and approving policies relating to
Directors’ and senior management’s remuneration. In addition the Board reviews the risk profile of the Group and ensures
that an adequate system of internal control is in place.
The roles of the Chairman and the Chief Executive are separate. The Chairman is responsible for running the Board and he
meets the Chief Executive and the other Non-executive Director separately as and when required to discuss matters of the Board.
One-third of the Directors retire annually by rotation in accordance with the Company’s Articles of Association and this
enables the shareholders to decide on the election of their Company’s Board.
32
Report and Accounts 2012 | Inland Homes plc
Audit committee
The audit committee comprises Terry Roydon (Chairman) and Simon Bennett. The audit committee meets at least three
times a year and is responsible for ensuring that the financial performance of the Group is properly reported and monitored
and for meeting the auditor and reviewing their reports in relation to the financial statements and internal control systems.
The Group’s auditor provides some non-audit services, but these are not considered to threaten their independence. The
committee reviews the level of non-audit fees on an annual basis. The audit committee meetings are also attended by
invitation by representatives of the Group’s auditor, the Finance Director and the Chief Executive.
Since 30 June 2011 the audit committee has met four times to consider the planning of the statutory audit and to review
the Group’s draft half and full year results prior to Board approval and to consider the external auditor’s detailed reports
thereon.
Remuneration committee
The remuneration committee comprises Simon Bennett (Chairman) and Terry Roydon. The principal functions of the
committee are to determine the Group’s policy on the remuneration of the Executive Directors and senior management and
to determine the remuneration package of each Executive Director. The committee also determines the allocation of share
options to the Executive Directors and other employees. The remuneration committee meetings are also attended by
invitation by the Chief Executive. During the year the committee met once to review the Executive Directors’ remuneration
package.
The Directors comply with Rule 21 of the AIM Rules relating to Directors’ dealings and take all reasonable steps to ensure
compliance by the Company’s applicable employees. The Company has adopted and operates a share dealing code for
Directors and employees in accordance with the AIM Rules.
Internal controls
The Board is responsible for maintaining a sound system of internal control to safeguard shareholders’ investment and the
Group’s assets and for reviewing its effectiveness. Such a system is designed to manage, but not eliminate, the risk of
failure to achieve business objectives. There are inherent limitations in any control system and accordingly even the most
effective system can provide only reasonable, not absolute, assurance against material misstatement or loss.
The Board reviews the effectiveness of the Group’s system of internal control on an ongoing basis. Annual budgets are
prepared and detailed management reports are presented to the Board and used to monitor financial performance and
compliance with the Group’s policies and procedures. All controls are covered including financial and operational controls to
manage risk. The Board meetings are also used to consider the Group’s major risks.
Relations with shareholders
The Company has institutional shareholders and is, where practicable, willing to enter into a dialogue with them. The Chief
Executive and Finance Director meet with institutional investors within the confines of relevant legislation and guidance.
The Board invites communication from its private investors and encourages participation by them at the AGM. All Board
members are present at the AGM and are available to answer questions from shareholders.
Internal audit
The Board reviews from time to time the need for an internal audit function and remains of the opinion that the systems of
internal financial control are appropriate to the Group’s present activities and that such a function is unnecessary.
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Inland Homes plc | Report and Accounts 2012
Directors’ report (continued)
Going concern
The Board has reviewed the performance for the current year and forecasts for the future period. It has also considered the
risks and uncertainties, including credit risk and liquidity. The Directors have considered the present economic climate, the
state of the housing market and the current demand for land with planning consent. The Group has continued to see an
increase in demand for consented land in the areas in which it operates. The Group is in discussions for the sale of some of
the land within its projects and expects to make sufficient disposals in the foreseeable future to ensure it has adequate
working capital for its requirements. The Group is also in discussions with a number of funders to raise debt finance in
order to both supplement its working capital and expand its land portfolio. The Directors are satisfied that the Group will
generate sufficient cash to meet its liabilities as and when they fall due for a period of twelve months from signing these
financial statements. The Directors therefore can consider it appropriate to prepare the financial statements on the going
concern basis.
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 to prepare Group financial statements in accordance with International Financial Reporting Standards (IFRSs) as
elected by the European Union and have elected to prepare Parent Company financial statements in accordance with
United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable laws).
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 and profit or loss of the Company and Group for that period. In preparing these financial
statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state whether applicable IFRSs have been followed in relation to the Group accounts and applicable UK Accounting
Standards have been followed in relation to the Parent Company accounts, subject to any material departures disclosed
and explained in the financial statements; and
• 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
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.
The Directors confirm that:
• so far as each Director is aware there is no relevant audit information of which the Company’s auditor is unaware; and
• the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit
information and to establish that the auditor is aware of that information.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the
Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
34
Report and Accounts 2012 | Inland Homes plc
Post balance sheet events
There are no events subsequent to the balance sheet date that need to be disclosed.
Annual general meeting
The Notice covering the AGM together with the proposed resolutions is contained in the document accompanying this
report. The AGM will be held on 27 November 2012.
Auditor
A resolution to reappoint Grant Thornton UK LLP as auditor for the ensuing year will be proposed at the AGM in
accordance with Section 489 of the Companies Act 2006.
By order of the Board
Nishith Malde
COMPANY SECRETARY
25 October 2012
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Inland Homes plc | Report and Accounts 2012
Independent auditor’s report
to the members of Inland Homes plc
Independent auditor's report to the members of Inland Homes plc
We have audited the Group financial statements of Inland Homes plc for the year ended 30 June 2012 which comprise the
Group Income Statement, the Group Statement of Comprehensive Income, the Group Statement of Financial Position, the
Group Statement of Changes in Equity, the Group Statement of Cash Flows and the related notes. The financial reporting
framework that has been applied in their preparation is applicable law and International Financial Reporting Standards
(IFRSs) as adopted by the European Union.
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.
Respective responsibilities of directors and auditor
As explained more fully in the Directors’ Responsibilities Statement set out on page 34, the Directors are responsible for the
preparation of the Group financial statements and for being satisfied that they give a true and fair view. Our responsibility is
to audit and express an opinion on the Group financial statements in accordance with applicable law and International
Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s (APB’s)
Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the APB's website at
www.frc.org.uk/apb/scope/private.cfm.
Opinion on financial statements
In our opinion the Group financial statements:
• give a true and fair view of the state of the Group's affairs as at 30 June 2012 and of its profit for the year then ended;
• have been properly prepared in accordance with IFRSs as adopted by the European Union; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
Separate opinion in relation to IFRSs as issued by the IASB
As explained in Note 1 to the Group financial statements, the Group in addition to complying with its legal obligation to
apply IFRSs as adopted by the European Union, has also applied IFRSs as issued by the International Accounting
Standards Board (IASB).
In our opinion the Group financial statements comply with IFRSs as issued by the IASB.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors' Report for the financial year for which the Group financial statements
are prepared is consistent with the Group financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following:
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Other matter
We have reported separately on the Parent Company financial statements of Inland Homes plc for the year ended
30 June 2012.
Robert Napper
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Reading
25 October 2012
36
Group income statement
for the year ended 30 June 2012
Continuing operations
Revenue
Cost of sales
Gross profit
Administrative expenses
(Loss)/profit on investments
Operating profit
Finance cost – interest expense
Finance cost – notional interest
Finance income – notional interest
Finance income – interest receivable and similar income
Share of profit of associate
Reverse impairment of investment in associate
Share of profit of joint venture
Profit before tax
Income tax
Profit for the year
Attributable to:
Equity holders of the Company
Earnings per share for profit attributable to the equity holders
of the Company during the year
– basic
– diluted
Report and Accounts 2012 | Inland Homes plc
Note
6
7
9
9
10
10
14
14
14
11
12
12
2012
£000
6,110
(2,224)
3,886
(2,679)
(145)
1,062
(698)
(115)
237
87
573
307
500
217
1,597
(838)
759
759
0.41p
0.41p
2011
£000
21,372
(15,699)
5,673
(2,207)
46
3,512
(577)
—
207
131
3,273
132
—
138
3,543
303
3,846
3,846
2.10p
2.07p
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The accompanying accounting policies and notes form part of these financial statements.
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Inland Homes plc | Report and Accounts 2012
Group statement of comprehensive income
for the year ended 30 June 2012
Profit for the year
Other comprehensive income
Total comprehensive income for the year
Note
22
2012
£000
759
—
759
2011
£000
3,846
—
3,846
The accompanying accounting policies and notes form part of these financial statements.
38
Report and Accounts 2012 | Inland Homes plc
Group statement of financial position
at 30 June 2012
ASSETS
Non-current assets
Investment property
Property, plant and equipment
Investments
Joint ventures
Investment in associate
Receivables due in more than one year
Deferred tax
Total non-current assets
Current assets
Inventories
Trade and other receivables
Loan to associate
Listed investments held for trading (carried at fair value through profit and loss)
Cash and cash equivalents
Total current assets
Total assets
EQUITY
Capital and reserves attributable to the Company’s equity holders
Share capital
Share premium account
Treasury shares
Special reserve
Retained earnings
Total equity
LIABILITIES
Current liabilities
Bank loans and overdrafts
Other loans
Trade and other payables
Other financial liabilities
Total liabilities
Total equity and liabilities
Note
13
13
14
14
14
17
15
16
17
18
19
20
21
22
22
22
22
28
28
23
24
2012
£000
8,801
68
1,114
2,563
822
55
4,275
2011
£000
8,801
76
1,009
2,401
96
70
4,976
17,698
17,429
43,776
2,632
1,000
1
575
47,984
65,682
18,301
30,794
(366)
6,059
(5,382)
49,406
1,111
5,875
2,522
6,768
16,276
65,682
24,105
10,299
1,895
1
2,239
38,539
55,968
18,301
45,794
(366)
—
(15,248)
48,481
663
2,000
4,824
—
7,487
55,968
The financial statements were approved and authorised for issue by the Board of Directors on 25 October 2012.
Stephen Wicks
DIRECTOR
Nishith Malde
DIRECTOR
Company number
5482990
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The accompanying accounting policies and notes form part of these financial statements.
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Inland Homes plc | Report and Accounts 2012
Group statement of changes in equity
for the year ended 30 June 2012
At 30 June 2010
Share-based payment
Issue of equity
Transactions with owners
Total comprehensive income for the year
Total changes in equity
At 30 June 2011
Share-based payment
Capital reduction
Transactions with owners
Total comprehensive income for the year
Total changes in equity
At 30 June 2012
Share
premium
£000
Treasury
shares
£000
Special
reserve
£000
Retained
earnings
£000
Share
capital
£000
18,301
—
—
—
—
—
45,806
—
(12)
(12)
—
(12)
(366)
—
—
—
—
—
18,301
45,794
(366)
—
—
—
—
—
—
(15,000)
(15,000)
—
(15,000)
—
—
—
—
—
18,301
30,794
(366)
Total
£000
44,461
186
(12)
174
3,846
4,020
(19,280)
186
—
186
3,846
4,032
(15,248)
48,481
166
8,941
9,107
759
9,866
166
—
166
759
925
(5,382)
49,406
—
—
—
—
—
—
—
—
6,059
6,059
—
6,059
6,059
The accompanying accounting policies and notes form part of these financial statements.
40
Group statement of cash flows
for the year ended 30 June 2012
Cash flow from operating activities
Profit for the year before tax
Adjustments for:
– depreciation
– share-based compensation
– fair value adjustment for movement in value of DGVL investment
– profit on disposal of listed investments
– interest expense
– interest and similar income
– share of profit of associate
– reverse impairment of investment in associate
– share of profit in joint venture
Changes in working capital (excluding the effects of acquisition):
– increase in investments
– (increase)/decrease in inventories
– decrease/(increase) in trade and other receivables
– decrease/(increase) in receivables due in more than one year
– increase/(decrease) in trade and other payables
Net cash (outflow)/inflow from operating activities
Cash flow from investing activities
Interest received
Purchases of property, plant and equipment
Purchase of investments
Sale of investments
Net cash inflow/(outflow) from investing activities
Cash flow from financing activities
Interest paid
Repayment of borrowings
New loans
Costs on issue of ordinary shares during prior year
Receipt of loan repayment from associate
Net cash inflow/(outflow) from financing activities
Net (decrease)/increase in cash and cash equivalents
Net cash and cash equivalents at beginning of year
Net cash and cash equivalents at the end of year
Cash and cash equivalents
Report and Accounts 2012 | Inland Homes plc
Note
13
13
2012
£000
2011
£000
1,597
3,543
38
166
145
—
813
(324)
(307)
(500)
(217)
(250)
(19,672)
7,904
15
4,330
(6,262)
87
(30)
—
—
57
(677)
—
4,323
—
895
4,541
(1,664)
2,239
575
575
38
186
(30)
(16)
577
(338)
(132)
—
(138)
—
11,046
(4,400)
(70)
(3,365)
6,901
131
(56)
(283)
146
(62)
(527)
(2,410)
2,000
(12)
—
(949)
5,890
(3,651)
2,239
2,239
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The accompanying accounting policies and notes form part of these financial statements.
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Inland Homes plc | Report and Accounts 2012
Notes to the group financial statements
for the year ended 30 June 2012
1. Accounting policies
The principal accounting policies adopted in the preparation of the Group financial statements are set out below.
Basis of preparation
The Group financial statements have been prepared under the historical cost convention, except for financial instruments
and the investment property which are measured at fair value, and in accordance with applicable International Financial
Reporting Standards (IFRS) as adopted by the EU and as issued by the International Accounting Standards Board.
The accounting policies that have been applied in the opening Statement of Financial Position have also been applied
throughout all periods presented in these financial statements. These accounting policies comply with each IFRS that is
mandatory for accounting periods ending on 30 June 2012.
The following new standards are in issue and have had no effect on these statements:
• IAS 24 (Revised 2009): Related Party Disclosures (effective 1 January 2011);
• IFRIC 14 (Amendment): Pre-payments of a Minimum Funding Requirement (effective 1 January 2011); and
• Improvements to IFRS issued May 2010 (some changes effective 1 July 2010, others effective 1 January 2011).
Standards, amendments and interpretations to existing standards that are not yet effective and have not been
adopted early by the Group
At the date of approval of these financial statements, certain new standards, amendments and interpretations to existing
standards have been published by the IASB but are not yet effective, and have not been adopted early by the Group.
Management anticipates that all of the relevant pronouncements will be adopted in the Group’s accounting policies for the
first period beginning after the effective date of the pronouncement. Information on new standards, amendments and
interpretations that are expected to be relevant to the Group’s financial statements is provided below.
Certain other new standards and interpretations have been issued but are not expected to have a material impact on the
Group’s financial statements.
Consolidation Standards
A package of consolidation standards are effective for annual periods beginning or after 1 January 2013. Information on
these new standards is presented below. The Group’s management have yet to assess the impact of these new and
revised standards on the Group’s consolidated financial statements.
IFRS 10 Consolidated Financial Statements (IFRS 10)
IFRS 10 supersedes IAS 27 Consolidated and Separate Financial Statements (IAS 27) and SIC 12 Consolidation – Special
Purpose Entities. It revised the definition of control together with accompanying guidance to identify an interest in a
subsidiary. However, the requirements and mechanics of consolidation and the accounting for any non-controlling interests
and changes in control remain the same.
IFRS 11 Joint Arrangements (IFRS 11)
IFRS 11 supersedes IAS 31 Interests in Joint Ventures (IAS 31). It aligns more closely the accounting by the investors with
their rights and obligations relating to the joint arrangement. In addition, IAS 31’s option of using proportionate consolidation
for joint ventures has been eliminated. IFRS 11 now requires the use of the equity accounting method, which is currently
used for investments in associates.
IFRS 12 Disclosure of Interests in Other Entities (IFRS 12)
IFRS 12 integrates and makes consistent the disclosure requirements for various types of investments, including
unconsolidated structured entities. It introduces new disclosure requirements about the risks to which an entity is exposed
from its involvement with structured entities.
Consequential amendments to IAS 27 and IAS 28 Investments in Associates and Joint Ventures (IAS 28). IAS 27 now only
deals with separate financial statements. IAS 28 brings investments in joint ventures into its scope. However, IAS 28’s
equity accounting methodology remains unchanged.
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Report and Accounts 2012 | Inland Homes plc
1. Accounting policies (continued)
Standards in issue but not yet effective
• IFRS 9: Financial Instruments (effective 1 January 2013);
• IAS 19 (Revised) Employee Benefits (effective 1 January 2013); and
• IFRS 13 Fair Value Measurement (effective 1 January 2013).
None of these standards will have an impact on the Group’s financial statements.
Basis of consolidation
The Group’s financial statements consolidate the financial statements of the Company and all of its subsidiary undertakings
drawn up to 30 June 2012. Subsidiaries are entities over which the Group has the power to control the financial and
operating policies so as to obtain benefits from its activities. The Group obtains and exercises control through voting rights.
Unrealised gains on transactions between the Group and its subsidiaries are eliminated. Unrealised losses are also
eliminated unless the transaction provides evidence of an impairment of the asset transferred. Amounts reported in the
financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies
adopted by the Group.
Acquisitions of subsidiaries are dealt with by the acquisition method. The method involves the recognition at fair value of all
identifiable assets and liabilities, including contingent liabilities of the subsidiary, at the acquisition date, regardless of
whether or not they were recorded in the financial statements of the subsidiary prior to acquisition. On initial recognition, the
assets and liabilities of the subsidiary are included in the Group Statement of Financial Position at their fair values, which are
also used as the basis for subsequent measurement in accordance with the Group accounting policies. Goodwill is stated
after separating out identifiable intangible assets. Goodwill represents the excess of the fair value of the consideration
transferred over the fair value of the Group’s share of the identifiable net assets of the acquired subsidiary at the date
of acquisition.
Going concern
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The Board has reviewed the performance for the current year and forecasts for the future period. It has also considered the
risks and uncertainties, including credit risk and liquidity. The Directors have considered the present economic climate, the
state of the housing market and the current demand for land with planning consent. The Group has continued to see an
increase in demand for consented land in the areas in which it operates. The Group is in discussions for the sale of some of
the land within its projects and expects to make sufficient disposals in the foreseeable future to ensure it has adequate
working capital for its requirements. The Group is also in discussions with a number of funders to raise debt finance in
order to both supplement its working capital and expand its land portfolio. The Directors are satisfied that the Group will
generate sufficient cash to meet its liabilities as and when they fall due for a period of twelve months from signing these
financial statements. The Directors therefore can consider it appropriate to prepare the financial statements on the going
concern basis.
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Associates are those entities over which the Group has significant influence through Board representation but which are
neither subsidiaries nor interests in joint ventures. Investments in associates are recognised initially at cost and subsequently
accounted for using the equity method. Acquired investments in associates are also subject to acquisition method
accounting. However, any goodwill or fair value adjustment attributable to the share in the associate is included in the
amount recognised as investment in associates.
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All subsequent changes to the share of interest in the equity of the associate are recognised in the Group’s carrying amount
of the investment. Changes resulting from the profit or loss generated by the associate are reported in ‘share of profits of
associates’ in the Group Income Statement and therefore affect net results of the Group. These changes include
subsequent depreciation, amortisation or impairment of the fair value adjustments of assets and liabilities.
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Notes to the group financial statements (continued)
for the year ended 30 June 2012
1. Accounting policies (continued)
Associates (continued)
Items that have been recognised by the associate in Other Comprehensive Income are recognised in Other Comprehensive
Income. However, when the Group’s share of losses in an associate equals or exceeds its interest in the associate,
including any unsecured receivables, the Group does not recognise further losses, unless it has incurred obligations or
made payments on behalf of the associate. If the associate subsequently reports profits, the investor resumes recognising
its share of those profits only after its share of the profits equals the share of losses not recognised.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest
in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the
asset transferred. Amounts reported in the financial statements of associates have been adjusted where necessary to
ensure consistency with the accounting policies adopted by the Group.
Joint ventures
Investments in joint ventures are recognised initially at cost and subsequently accounted for using the equity method.
All subsequent changes to the share of interest in the equity of the joint venture are recognised in the Group’s carrying
amount of the investment. Changes resulting from the profit or loss generated by the joint venture are reported in ‘share of
profits of joint venture’ in the Group Income Statement and therefore affect net results of the Group. These changes include
subsequent depreciation, amortisation or impairment of the fair value adjustments of assets and liabilities.
Revenue
Revenue is measured by reference to the fair value of consideration received or receivable by the Group for goods supplied,
excluding VAT and trade discounts.
Sale of land
Revenue from the sale of land is recognised when all the following conditions have been satisfied:
➺
the Group has transferred to the buyer the significant risks and rewards of ownership of the goods which is generally
when contracts have been completed;
➺
➺
➺
➺
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor
effective control over the land sold which is generally when the contract has been completed;
the amount of revenue can be measured reliably;
it is probable that the economic benefits associated with the transaction will flow to the Group; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Sale of residential units
Turnover is recognised on legal completion, which is generally when the title passes.
Fee income
The Group provides planning and property management services to third parties for a fee. The Group recognises revenue
based on the fair value and stage of completion of the planning and property management services provided to these
customers as at the period end, in accordance with IAS 18.
Interest
Interest is recognised using the effective interest method which calculates the amortised cost of a financial asset and
allocates the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated
future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.
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Report and Accounts 2012 | Inland Homes plc
1. Accounting policies (continued)
Revenue (continued)
Rental income
Rental income derived from operating leases is recognised on a straight line basis over the lease term.
Dividends
Dividends are recognised when the shareholders’ right to receive payment is established.
Property, plant and equipment
Property, plant and equipment is stated at cost or valuation, net of depreciation and any provision for impairment.
Disposal of assets
The gain or loss arising on the disposal of an asset is determined as the difference between the disposal proceeds and the
carrying amount of the asset and is recognised in the income statement. Any revaluation surplus remaining in equity on
disposal of the asset is transferred to the profit and loss reserve.
Depreciation
Depreciation is calculated to write down the cost less estimated residual value of all property, plant and equipment by the
straight line method where it reflects the basis of consumption of the asset. The rates generally applicable are:
Fixtures and fittings
Office equipment
Motor vehicles
Leasehold property
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25%
25%
25%
over shorter of lease term and useful economic life
Material residual value estimates are updated as required, but at least annually, whether or not the asset is revalued.
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Investment property
Investment properties are measured at cost and are reviewed annually for impairment. Any gain or loss resulting from the
sale of an investment property is immediately recognised in profit or loss. An investment property shall be derecognised on
disposal or when the investment property is permanently withdrawn from use and no future economic benefits are
expected from its disposal.
Inventories
Inventories consist of land and work in progress and are valued at the lower of cost and net realisable value. Net realisable
value is estimated based upon the future expected selling price, less estimated costs to sell.
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Impairment testing of property, plant and equipment
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such
indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s
recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs
to sell and its value in use and is determined for an individual asset. If the asset does not generate cash inflows that are
largely independent of those from other assets or groups of assets, the recoverable amount is determined for the cash-
generating unit to which it belongs. Where the carrying amount of an asset exceeds its recoverable amount, the asset is
considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment
losses on continuing operations are recognised in the Group Income Statement in those expense categories consistent with
the function of the impaired asset.
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Notes to the group financial statements (continued)
for the year ended 30 June 2012
1. Accounting policies (continued)
Impairment testing of property, plant and equipment (continued)
An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment
losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A
previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the
asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the
asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have
been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is
recognised in profit or loss unless the asset is carried at revalued amount, in which case the reversal is treated as a
revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s
revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.
Taxation
Current tax is the tax currently payable based on taxable profit for the period.
Deferred income taxes are calculated using the liability method on temporary differences. Deferred tax is generally provided
on the difference between the carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not
provided on the initial recognition of goodwill, nor on the initial recognition of an asset or liability unless the related
transaction is a business combination or affects tax or accounting profit. Temporary differences include those associated
with shares in subsidiaries and joint ventures unless reversal of these temporary differences can be controlled by the Group
and it is probable that reversal will not occur in the foreseeable future. In addition, tax losses available to be carried forward
as well as other income tax credits to the Group are assessed for recognition as deferred tax assets.
Deferred tax liabilities are provided in full, with no discounting. Deferred tax assets are recognised to the extent that it is
probable that the underlying deductible temporary differences will be able to be offset against future taxable income.
Current and deferred tax assets and liabilities are calculated at tax rates that are expected to apply to their respective
period of realisation, provided they are enacted or substantively enacted at the year end date.
Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the Group Income Statement
except where they relate to items that are recognised in other comprehensive income (such as the revaluation of the
investment property not included in inventories) or directly in equity in which case the related deferred tax is also recognised
in other comprehensive income or equity respectively.
Leased assets
Lease payments (excluding costs for services such as insurance and maintenance) applicable to operating leases where
substantially all the benefits and risks of ownership remain with the lessor are recognised as an expense on a straight line
basis over the lease term.
Employee benefits
Defined contribution pension scheme
The pension costs charged against operating profits are the contributions payable to the scheme in respect of the
accounting period.
Equity-settled share-based payment
All share-based payment arrangements are recognised in the Group financial statements. All goods and services received in
exchange for the grant of any share-based payment are measured at their fair values using the Black-Scholes options
pricing model. Where employees are rewarded using share-based payments, the fair values of employees’ services are
determined indirectly by reference to the fair value of the instrument granted to the employee. This fair value is appraised at
the grant date and excludes the impact of any non-market vesting conditions.
All equity-settled share-based payments are ultimately recognised as an expense in the Group Income Statement with a
corresponding credit to retained earnings.
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Report and Accounts 2012 | Inland Homes plc
1. Accounting policies (continued)
Equity-settled share-based payment (continued)
If vesting periods or other non-market vesting conditions apply, the expense is allocated over the vesting period, based on
the best available estimate of the number of share options expected to vest. Estimates are subsequently revised if there is
any indication that the number of share options expected to vest differs from previous estimates. Any cumulative
adjustment prior to vesting is recognised in the current period. No adjustment is made to any expense recognised in prior
periods if share options ultimately exercised are different to that estimated on vesting.
Upon exercise of share options the proceeds received net of attributable transaction costs are credited to share capital and,
where appropriate, share premium.
Financial assets
Financial assets are divided into the following categories: loans and receivables; financial assets at fair value through profit
or loss; and available-for-sale financial assets. Financial assets are assigned to the different categories by management on
initial recognition, depending on the purpose for which they were acquired.
All financial assets are recognised when the Group becomes a party to the contractual provisions of the instrument.
Financial assets other than those categorised as at fair value through profit and loss are initially recognised at fair value plus
finance costs. Financial assets categorised as at fair value through profit or loss are recognised initially at fair value with
transaction costs expensed through the Group Income Statement.
Financial assets at fair value through profit or loss include financial assets that are either classified as held for trading or are
designated by the entity as at fair value through profit or loss upon initial recognition. Subsequent to initial recognition, the
financial assets included in this category are measured at fair value with changes in fair value recognised in the Group
Income Statement. Financial assets originally designated as financial assets at fair value through profit or loss may not be
re-classified subsequently.
Available-for-sale financial assets are non-derivative financial assets that are either designated to this category or do not
qualify for inclusion in any of the other categories of financial assets. The Group’s available-for-sale financial assets include
listed securities.
All financial assets within this category are subsequently measured at fair value with changes in value recognised in Other
Comprehensive Income. Gains and losses arising from financial instruments classified as available-for-sale are initially
recognised in Other Comprehensive Income then re-classified from equity to profit or loss when they are sold.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an
active market. Trade receivables and loans to associate are classified as loans and receivables. Loans and receivables
are measured subsequent to initial recognition at amortised cost using the effective interest method, less provision
for impairment. Any change in their value through impairment or reversal of impairment is recognised in the Group
Income Statement.
Provision against trade receivables is made when there is objective evidence that the Group will not be able to collect all
amounts due to it in accordance with the original terms of those receivables. The amount of the write down is determined
as the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at
the original effective interest rate.
Interest and other cash flows resulting from holding financial assets are recognised in the Group Income Statement,
regardless of how the related carrying amount of financial assets is measured.
A financial asset is derecognised only where the contractual rights to the cash flows from the asset expire, or the financial
asset is transferred and that transfer qualifies for derecognition. A financial asset is transferred if the contractual rights to
receive the cash flows of the asset have been transferred or the Group retains the contractual rights to receive the cash
flows of the asset, but assumes a contractual obligation to pay the cash flows to one or more recipients. A financial asset
that is transferred qualifies for derecognition if the Group transfers substantially all the risks and rewards of ownership of the
asset, or if the Group neither retains nor transfers substantially all the risks and rewards of ownership but does transfer
control of that asset.
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Notes to the group financial statements (continued)
for the year ended 30 June 2012
1. Accounting policies (continued)
Financial liabilities
Financial liabilities are obligations to pay cash or other financial assets and are recognised when the Group becomes a
party to the contractual provisions of the instrument.
All financial liabilities are recorded at amortised cost using the effective interest method, with interest-related charges
recognised as an expense in finance cost in the Group Income Statement. Finance charges, including premiums payable
on settlement or redemption and direct issue costs, are charged to the Group Income Statement on an accruals basis
using the effective interest method and are added to the carrying amount of the instrument to the extent that they are not
settled in the period in which they arise.
Financial liabilities are categorised as at fair value through profit or loss where they are classified as held-for-trading or
designated as at fair value through profit or loss on initial recognition (including deferred purchase consideration). Financial
liabilities are designated as at fair value through profit or loss where they eliminate or significantly reduce a measurement (or
recognition) mismatch.
A financial liability is derecognised only when the obligation is extinguished, that is, when the obligation is discharged or
cancelled or expires.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and demand deposits, together with other short-term, highly liquid
investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of
changes in value.
Dividends
Dividend distributions payable to equity shareholders are included in other short term financial liabilities when the dividends
are approved in a general meeting prior to the year end date.
Equity
An equity instrument is a contract which evidences a residual interest in the assets after deducting all liabilities. Equity
comprises the following:
➺
➺
‘Share premium’ represents the excess over nominal value of the fair value of consideration received for equity shares,
net of expenses of the share issue;
‘Share capital’ represents the nominal value of equity shares;
‘Treasury shares’ represent the purchase of the Company’s own shares and are deducted from total equity as treasury
shares until they are sold or cancelled where such shares are subsequently sold or re-issued, any consideration received
is included in total equity;
‘Special reserve’ represents the surplus created by the transfer of an amount from the share premium to rectify the
deficit on the profit and loss reserve; and
‘Profit and loss reserve’ represents retained profits.
➺
➺
➺
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Report and Accounts 2012 | Inland Homes plc
2. Financial risk management
Financial risk factors
The Group’s activities expose it to a variety of financial risks: credit risk; liquidity risk; cash flow risk; and fair value interest-
rate risk. The Group’s overall risk management programmes focus on the unpredictability of financial markets and seek to
minimise potential adverse effects on the Group’s financial performance.
Risk management is carried out centrally under policies approved by the Board of Directors.
(a) Credit risk
The Group has no significant concentrations of credit risk. It has policies in place to ensure that sales of products and
services are made to customers with an appropriate credit history.
The Group’s exposure to credit risk is limited to the carrying amount of financial assets recognised at the year end date, as
summarised below:
Classes of financial assets – carrying amounts
Listed investments held for trading
Loan to associate
Cash and cash equivalents
Trade and other receivables
Receivables due in more than one year
2012
£000
1
1,000
575
2,632
55
4,263
2011
£000
1
1,895
2,239
10,299
70
14,504
The Group’s policy is to deal with creditworthy counterparties.
The Group’s management considers that all the above financial assets that are not impaired for each of the reporting dates
under review are of good credit quality.
Some of the Group’s financial assets are secured by collateral.
The credit risk for liquid funds and other short-term financial assets is considered negligible, since the counterparties are
reputable banks with high quality credit ratings.
(b) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash balances and ensuring availability of funding through
an adequate amount of credit facilities. The Group aims to maintain flexibility in funding by keeping credit lines available. The
Group also purchases property under deferred consideration arrangements.
(c) Cash flow interest rate risk
The Group’s cash flow interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the
Group to cash flow interest rate risk. All the Group’s borrowings are at variable rates but the Group does not consider the
risk to be significant.
3. Segment information
In accordance with IFRS 8, information is disclosed to enable users of financial statements to evaluate the nature and
financial effects of the business activities in which the Group engages.
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In identifying its operating segments, management differentiates between land sales, housebuilding, fee income and other
income. These segments are based on the information reported to the chief operating decision maker. An analysis of the
Group’s results by segment are disclosed in note 6.
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Notes to the group financial statements (continued)
for the year ended 30 June 2012
4. Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historic experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances.
Critical accounting estimates
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition,
rarely equal the related actual results. The estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below.
(a) Valuation of inventories
In applying the Group’s accounting policy for the valuation of inventories the Directors are required to assess the expected
selling price and costs to sell each of the plots or units that constitute the Group’s land bank and work in progress.
Estimation of the selling price is subject to significant inherent uncertainties, in particular the prediction of future trends in
the market value of land.
Whilst the Directors exercise due care and attention to make reasonable estimates taking into account all available
information in estimating the future selling price, the estimates will, in all likelihood, differ from the actual selling prices
achieved in future periods and these differences may, in certain circumstances, be very significant. The critical judgement in
respect of planning consent (see below) further increases the level of estimation uncertainty in this area.
(b) Income taxes
The Group recognises tax/deferred tax assets and liabilities for anticipated tax based on estimates of when the tax/deferred
tax will be paid or recovered. When the final outcome of these matters is different from the amounts initially recorded, such
differences impact the period in which the determination is made.
(c) Fair value of derivatives and other financial instruments
The fair value of instruments that are not traded in an active market is determined by using valuation techniques. The Group
uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing.
(d) Investment properties
Properties are classified as investment properties if there are significant rentals and the intention is to hold those properties
for a significantly longer time than inventory property, i.e. not for sale in the ordinary course of business.
(e) Discounting on deferred consideration of inventories
The Group discounts deferred consideration of inventories by discounted cash flow method, using the cost of debt capital
as the discount rate.
Critical judgements in applying the entity’s accounting policies
Inventories
The Group values inventories at the lower of cost and net realisable value. The net realisable value is based on the
judgement of the probability that planning consent will be given for each site. The Group believes that, based on the
Directors’ experience, planning consent will be given. If planning consent was not achieved then a provision may be
required against inventories.
50
Report and Accounts 2012 | Inland Homes plc
4. Critical accounting estimates and judgements (continued)
Critical judgements in applying the entity’s accounting policies (continued)
Investments
The Group has entered into a Development Services Agreement with DGVL. The Directors have considered the
requirements of IAS 27 ‘Consolidated and separate financial statements’ (revised 2008) and ‘SIC 12 Consolidation – special
purpose entities’ and do not believe that the Group has the power to control DGVL. DGVL makes its own decisions
regarding the development of the site even though the director of DGVL receives property advice to consider and property
services from the Group. The Directors also consider that the Group does not have the decision making powers to obtain
the majority of the benefits and the risks of the activities of DGVL as the shareholder of DGVL maintains control as to
whether he finances the deferred land consideration payments. The key requirement in influencing Inland’s profit share is the
basis on which deferred consideration is satisfied. This is at the discretion of the DGVL director and hence he can improve
his profit share, or allow Inland to arrange the funding. Therefore the Directors do not believe that DGVL should be
consolidated within the Group’s financial statements.
The Group is entitled to receive a fee for the provision of planning application services, assistance in obtaining statutory and
third party consents, assistance in entering into development and construction agreements, assistance in achieving sales,
assistance in engaging professional advisors, seeking opportunities to generate interim revenues and the potential provision
of finance to DGVL in respect of the site known as Drayton Garden Village. Under the agreement the Group has the
potential to earn up to 90% of the profits realised from the sale of the property over the life of the project.
The Group’s relationship with DGVL is further explained in note 14 and balances in note 17.
Because the final decision on the financial and operational activities of DGVL resides with the director of DGVL, the
Directors of Inland Homes plc do not consider that they have significant influence over DGVL and therefore DGVL is not
considered to be an associate or a subsidiary undertaking.
At 30 June 2012 the funding arrangements in place for the satisfaction of deferred consideration entitled Inland to 60.51%
of the profits expected to be realised from the sale of the property over the life of the project. In accordance with the Option
and Development Services Agreement with DGVL (The Agreement), 53.55% of the total profits would be due to the Group
for the provision of planning application and property management services completed at the balance sheet date and this
has to be accounted for under IAS 18. 6.96% of the profits would be due to the Group for the provision of finance to DGVL
and would be accounted for under IAS 39 as notional interest income.
In calculating the fee for the provision of planning application and property services to DGVL recognised in the year, under
IAS 18 the Group has estimated the following:
➺
total profits (total expected sales less total estimated development costs to completion) to be realised from the sale of
the property;
➺
➺
➺
profits would be realised over six years from 1 July 2010;
percentage, where the stage of completion is an appropriate basis for evaluating fair value, of planning application and
property services provided to DGVL as at the period end with the balance to be provided over the remaining life of the
project (i.e. in future accounting periods); and
the fair value of completed service components at the year end.
During the year ended 30 June 2012 the Group has recognised £3.65m (2011: £3.77m) in revenue within the Group
Income Statement for such services to DGVL.
In calculating the fee for the provision of finance to DGVL, under IAS 39 the Group has estimated the following:
➺
total profits (total expected sales less total estimated development costs to completion) to be realised from the sale of
the property; and
➺
profits would be realised over six years from 1 July 2010.
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Inland Homes plc | Report and Accounts 2012
Notes to the group financial statements (continued)
for the year ended 30 June 2012
4. Critical accounting estimates and judgements (continued)
Critical judgements in applying the entity’s accounting policies (continued)
Investments (continued)
Under IAS 39 the Group has a choice as to how to account for the asset. The Directors consider the most appropriate
classification for the asset to be ‘loans and receivables’ due to the underlying asset being a ‘non derivative’ financial asset
with fixed or determinable payments. The effective interest rate method has been applied in calculating the income in the
period. See Note 17.
During the year ended 30 June 2012 the Group has recognised £0.24m (2011: £0.24m) within notional interest income in
the Group Income Statement in respect of such fees.
The tables below show the revenue and notional interest recognised by Inland under IAS 18 and IAS 39 in comparison to
the results recognised by DGVL on its sales:
Total revenue and notional interest recognised under IAS 18 and 39
Total revenue and notional interest recognised under IAS 18 and 39
Land sales in DGVL (unaudited)
Plots sold
Revenue (£000)
Gross profit (£000) as per DGVL’s draft accounts
Inland’s share of gross profit at 60.51% (2011: 58.19%) (£000)
2012
£000
3,885
2012
£000
3,885
118
8,460
2,801
1,820
2011
£000
4,017
2011
£000
4,017
148
15,186
5,378
3,130
Cumulative
£000
7,902
Cumulative
£000
7,902
266
24,846
8,179
4,950
5. Exceptional costs
The Group conducted a review of the net realisable value of its land bank in view of current market conditions. Where the
estimated future net realisable value of the site is less than the carrying value within the Group Statement of Financial
Position, the Group has impaired the land value. This has resulted in an impairment of £nil (2011: £0.9m) during the year.
6. Income and segmental analysis
The Group generates income by way of land sales. It also generates income from housebuilding, fees from planning and
property management services and other related services. These operating segments are monitored and strategic decisions
are made on the basis of segment operating results. The segmental analysis of operations is as follows:
52
Report and Accounts 2012 | Inland Homes plc
6. Income and segmental analysis (continued)
Segmental analysis by activity
Revenue
£000
Cost of
sales
£000
Gross
profit
£000
Admin
costs
£000
Operating
profit
£000
Other
£000
Finance
(cost)/
income
£000
Other
£000
2011
Segment
Land sales
Housebuilding
Fee income
Rental income
Other property sale
Other
-Profit on investments
-Share of profit of associate
-Share of profit of joint venture
-Unallocated
2012
Segment
Land sales
Housebuilding
Fee income
Rental income
Other property sale
Other
-Loss on investments
-Share of profit of associate
-Reverse impairment of investment
in associate
-Share of profit of joint venture
-Unallocated
9,399
7,324
3,975
374
300
—
—
—
—
(8,724)
(6,629)
—
(14)
(332)
675
695
3,975
360
(32)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(2,207)
—
—
—
—
—
675
695
3,975
360
(32)
46
46
—
—
—
—
— (2,207)
21,372
(15,699)
5,673
(2,207)
46
3,512
—
1,708
3,885
322
195
(554)
(1,475)
(166)
(29)
—
(554)
233
3,719
293
195
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(554)
233
3,719
293
195
(145)
—
(145)
—
—
—
(2,679)
—
—
—
—
— (2,679)
(35)
—
242
—
—
—
—
—
(446)
(239)
(115)
—
237
—
—
—
—
—
—
(611)
Profit
before
tax
£000
640
695
4,217
360
(32)
46
132
138
(2,653)
3,543
(669)
233
3,956
293
195
(145)
307
—
—
—
—
—
—
132
138
—
270
—
—
—
—
—
—
307
500
217
500
217
— (3,290)
6,110
(2,224)
3,886
(2,679)
(145)
1,062
(489)
1,024
1,597
All activities arose solely in the United Kingdom.
Transactions with customers making up 10% or more of revenue
Land sales customer 1
Land sales customer 2
Fee income customer 3
2012
£000
—
—
3,452
3,452
2011
£000
2,347
5,000
3,930
11,277
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Inland Homes plc | Report and Accounts 2012
Notes to the group financial statements (continued)
for the year ended 30 June 2012
6. Income and segmental analysis (continued)
Segmental analysis by activity (continued)
Segment assets
Land:
Non-current assets – investment property
Non-current assets – deferred tax
Current assets – inventories
Current assets – other
Housebuilding:
Non-current assets – deposit match debtor
Current assets – inventories
Current assets – other
Fees:
Non-current assets – investment
Current assets – debtor
Current assets – other
Other:
Non-current assets – investments
Non-current assets – other
Current assets – loan to associate
Current assets – other
Cash
2012
£000
2011
£000
8,801
4,275
35,901
35
49,012
55
7,875
9
7,939
1,114
1,507
808
3,429
3,385
68
1,000
274
575
5,302
8,801
4,976
22,294
151
36,222
70
1,811
8
1,889
1,009
9,034
848
10,891
2,497
76
1,895
259
2,239
6,966
Total segmental and entity assets
65,682
55,968
54
6. Income and segmental analysis (continued)
Segmental analysis by activity (continued)
Segment liabilities
Land:
Current liabilities – trade creditors
Current liabilities – loans
Current liabilities – deferred consideration
Housebuilding:
Current liabilities – trade creditors
Current liabilities – bank loans
Fees:
Current liabilities – trade creditors
Current liabilities – other creditors
Current liabilities – VAT creditors
Other:
Current liabilities – trade creditors
Current liabilities – other creditors
Report and Accounts 2012 | Inland Homes plc
2012
£000
460
5,875
6,768
13,103
943
1,111
2,054
45
250
—
295
88
736
824
2011
£000
204
2,000
—
2,204
163
663
826
35
2,915
1,104
4,054
62
341
403
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Total segmental and entity liabilities
16,276
7,487
s
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C
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Inland Homes plc | Report and Accounts 2012
Notes to the group financial statements (continued)
for the year ended 30 June 2012
7. Expenses by nature
Depreciation
Operating lease rentals
Auditor’s remuneration:
– audit
– non-audit
Cost of sales
Other expenses
Total
Classified as:
– cost of sales
– administrative expenses
Included within Revenue is rental income from investment property of £10,000 (2011: £374,000).
8. Directors and employees
The employee benefit expense during the year was as follows:
Wages and salaries
Social security costs
Pension costs – defined contribution plans
The average number of employees during the year was as follows:
Management
Administration
Remuneration in respect of Directors was as follows:
Wages and salaries
Bonuses
Social security costs
Fees
Pension costs – defined contribution plans
56
Note
13
2012
£000
38
68
39
38
2,151
2,496
4,830
2,151
2,679
4,830
2012
£000
1,577
191
79
1,847
2011
£000
38
76
35
28
15,699
2,030
17,906
15,699
2,207
17,906
2011
£000
1,197
145
77
1,419
2012
Number
2011
Number
4
9
13
2012
£000
821
246
141
68
68
1,344
4
9
13
2011
£000
604
—
74
55
50
783
Report and Accounts 2012 | Inland Homes plc
8. Directors and employees (continued)
During the year two Directors participated in a money purchase pension scheme. Mr P Brett was appointed to the Board
on 3 October 2011. His emoluments and pension are not included in the 2011 comparative on the previous page as he did
not serve as a Director during the year to 30 June 2011.
The amounts set out on the previous page include remuneration in respect of the highest paid Director as follows:
Emoluments
2012
£000
458
2011
£000
328
Further information in respect of AIM rules regarding Directors’ remuneration disclosures can be found in the Directors and
their interests section of the Directors’ Report.
Short term employee benefits and share-based payments in respect of key personnel and the Directors was as follows:
Wages and salaries
Bonuses
Social security costs
Pension costs – defined contribution plans
Share-based payment
2012
£000
924
254
155
66
161
2011
£000
795
—
98
67
181
1,560
1,141
Other long term benefits in respect of key personnel and the Directors were as follows:
Key personnel and Directors
980
4,200,000
980
4,100,000
As at 30 June 2012
As at 30 June 2011
Number of
deferred
shares
Number of
share
options
Number of
deferred
shares
Number of
share
options
9. Finance cost
Interest expense:
– bank borrowings
– other loan interest
– deferred land payments
– notional interest on deferred consideration
– costs associated with arrangement of new facilities
2012
£000
60
454
—
115
184
813
2011
£000
215
161
91
—
110
577
57
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Inland Homes plc | Report and Accounts 2012
Notes to the group financial statements (continued)
for the year ended 30 June 2012
10. Finance income
Other interest receivable
Bank interest receivable
Notional interest
11. Income tax
Tax charge on associate and joint venture profits
Deferred tax charge due to change of corporation tax rate
Deferred tax charge/(credit)
2012
£000
86
1
237
324
2012
£000
137
382
319
838
2011
£000
130
1
207
338
2011
£000
76
—
(379)
(303)
The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the tax rate applicable to
profits of the consolidated companies as follows:
Profit before tax
Profit on ordinary activities multiplied by the standard rate
of corporation tax in the UK of 26% (2011: 28%)
Expenses not deductible for tax purposes
Other timing differences
Utilisation of tax losses
Difference between capital allowances and depreciation
Tax charge/(credit)
2012
£000
1,597
415
(77)
126
(327)
(1)
136
2011
£000
3,543
992
35
109
(1,439)
—
(303)
58
Report and Accounts 2012 | Inland Homes plc
12. Earnings and net asset value per share
Basic and diluted EPS
Basic and diluted earnings per share is calculated by dividing the earnings attributable to equity holders of the Company by
the weighted average number of ordinary shares in issue during the period.
Profit attributable to equity holders of the Company (£000)
Net assets attributable to equity holders of the Company (£000)
Weighted average number of ordinary shares in issue (000)
Dilutive effect of options (000)
Weighted average number of ordinary shares used in determining diluted EPS (000)
Basic earnings per share in pence
Diluted earnings per share in pence
Net asset value per share in pence
13. Property, plant and equipment
2012
759
49,406
182,999
51
183,050
0.41p
0.41p
27.00p
2011
3,846
48,481
182,999
2,575
185,574
2.10p
2.07p
26.49p
Investment
property
£000
Leasehold
property
£000
Motor
vehicles
£000
Office
equipment
£000
Fixtures
and fittings
£000
Total
£000
Cost or fair value
At 30 June 2010
Additions
At 30 June 2011
Additions
At 30 June 2012
Depreciation
At 30 June 2010
Depreciation charge
At 30 June 2011
Depreciation charge
At 30 June 2012
Net book value
At 30 June 2012
At 30 June 2011
At 30 June 2010
8,801
—
8,801
—
8,801
—
—
—
—
—
8,801
8,801
8,801
5
—
5
—
5
1
1
2
1
3
2
3
4
49
—
49
—
49
25
13
38
9
47
2
11
24
38
37
75
21
96
32
8
40
15
55
41
35
6
61
19
80
9
89
37
16
53
13
66
23
27
24
153
56
209
30
239
95
38
133
38
171
68
76
58
All investment property is stated at cost and reviewed annually for impairment.
The investment property was valued by Edward Symmons & Partners in August 2006 in accordance with the Appraisal and
Valuation Manual of The Royal Institution of Chartered Surveyors. Investment property continues to be held by the Group
for long-term investment. The property is recorded as an investment property and is valued by the Directors on a deemed
cost basis at £8,801,000, which was the fair value of the property on acquisition. The investment property is not
depreciated. The Directors do not consider the current fair value to be significantly different to the carrying value.
59
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Inland Homes plc | Report and Accounts 2012
Notes to the group financial statements (continued)
for the year ended 30 June 2012
13. Property, plant and equipment (continued)
The historical cost of the investment property at 30 June 2012 as noted in Poole Investments plc’s (Poole) financial
statements is £1,252,000 (2011: £1,252,000).
The direct operating expenses for the period arising from the investment property that generated rental income was
£29,000 (2011: £13,000). There are no investment properties that did not generate rental income during the period.
14. Investments
Cost or fair value
At 30 June 2010
Additions
Share of profit after tax
Fair value adjustment
At 30 June 2011
Additions
Share of profit after tax
Reverse impairment of investment in associate
Fair value adjustment
Movement during the year to 30 June 2012
Net book value
At 30 June 2012
At 30 June 2011
Associate
£000
Option
£000
Investment in
joint venture
£000
—
—
96
—
96
—
226
500
—
726
822
96
729
250
—
30
1,009
250
—
—
(145)
105
1,114
1,009
2,269
33
99
—
2,401
—
162
—
—
162
2,563
2,401
Total
£000
2,998
283
195
30
3,506
250
388
500
(145)
993
4,499
3,506
In December 2005, Inland Homes plc invested £200,000 in its associate, Howarth Homes plc and in return received
ordinary shares amounting to 10% of the issued share capital of Howarth. In January 2008, Inland Homes plc made a
further investment of £359,000 in Howarth to increase its interest to 15% of the issued share capital of Howarth. Inland
Homes plc also subscribed for £800,000 convertible loan stock which was converted on 31 July 2009 into 864,583
ordinary shares, thus increasing Inland’s interest to 33% of the issued share capital of Howarth. A provision of £1,426,000
was made against the equity investment in Howarth and the convertible loan stock during the year ended 30 June 2009.
During the year ended 30 June 2012 £226,000 (2011: £96,000) was recognised in the Group Income Statement, being the
Group’s 33% share of profits after tax reported by Howarth. Howarth have made profits over the last 2 financial years and
expect to continue to do so. Accordingly, the Directors have reviewed the valuation of the investment on the fair value less
costs to sell basis and concluded that a £500,000 reversal of the impairment is required, based on an indicative offer
received during the year.
On 18 December 2008, Inland entered into an Option and Development Services Agreement with Drayton Garden Village
Limited which granted Inland Limited an option for a consideration of £250,000 to purchase the share capital of DGVL at an
exercise price of £1. The initial period of the option was for one year from the date of the agreement and this can be
extended on up to four occasions to a maximum period of ten years by making further payments. During the years ended
30 June 2010, 2011 and 2012, the option period was extended by a further period of three years in consideration of
£750,000. In accordance with the Group’s accounting policy for financial assets, the option has been measured at fair value
at 30 June 2012, which resulted in a fair value loss of £145,000 (2011: gain of £30,000) that has been recognised in the
Group Income Statement, resulting in the option being valued at £259,000 over and above the actual consideration paid
for the option. The option is not currently exercisable and only becomes exercisable when the development owned by
DGVL is completed.
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14. Investments (continued)
During the year ended 30 June 2010, the Group entered into a joint venture with Howarth for the development of 51 units
at a site in Croxley Green, Hertfordshire in a company called Harvey Road (Rickmansworth) Limited. The Group has
invested £2,302,000 (2011: £2,302,000). Although Howarth owns 100% of the issued share capital of Harvey Road
(Rickmansworth) Limited, Inland Directors constitute 50% of the Board of Directors and therefore control 50% of the entity
and Inland is entitled to 50% of the profits made by the entity. The Group’s 50% share of the profits after tax for the period
to 30 June 2012 amounts to £162,000 (2011: £99,000) that has been recognised in the Group Income Statement.
At 30 June 2012 the Company held or potentially held 10% or more of the equity of the following:
Company
name
Country of
registration
Principal
activity
Inland Limited
Poole Investments plc
Inland Housing Limited
Inland Finance Limited
Inland Developments Limited
Inland Homes (Essex) Limited
Inland Homes Developments Limited
Howarth Homes plc
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
England & Wales
Real estate development
Real estate investment
Real estate development
Provision of alternative finance
Real estate development
Real estate development
Real estate development
Housebuilder
Holding
100%
100%
100%
100%
100%
100%
100%
33%
Class of
shares
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
The Group’s share of the results and its share of assets of its associate for the period to 31 May 2012 are as follows:
Name
Country of
incorporation
Howarth Homes plc
England & Wales
Assets
£000
3,581
Liabilities
£000
Revenue
£000
Profit after tax
£000
2,736
6,549
155
%
held
33
The financial statements of Howarth are prepared to 31 July each year. The Group has used the management accounts of
Howarth for the period to 31 May 2012 to account for its share of results.
15. Deferred tax
The net movement on the deferred tax account is as follows:
At 1 July 2011
Deferred tax charge due to change of corporation tax rate
Income statement charge
At 30 June 2012
The movement in deferred tax assets is as follows:
At 1 July 2011
Charged to income statement
At 30 June 2012
Accelerated
tax depreciation
£000
(2)
(1)
(3)
Losses
£000
4,095
(688)
3,407
Other
£000
883
(12)
871
£000
4,976
(382)
(319)
4,275
Total
£000
4,976
(701)
4,275
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Inland Homes plc | Report and Accounts 2012
Notes to the group financial statements (continued)
for the year ended 30 June 2012
15. Deferred tax (continued)
The deferred tax asset is recoverable as follows:
Deferred tax asset to be recovered after twelve months
2012
£000
2,724
2011
£000
3,225
Deferred income tax assets are recognised for tax losses carried forward to the extent that the realisation of the related tax
benefit through future taxable profits is probable. The Group has capital losses amounting to £20,449,000 (2011:
£20,449,000) that have not been recognised as the Directors consider the realisation of the losses is not expected to
crystallise in the future.
16. Inventories
Stock and work in progress
2012
£000
2011
£000
43,776
24,105
During the year a total of £2,151,000 (2011: £15,699,000) of inventories was included in the Group Income Statement as
an expense. The Group conducted a review of the net realisable value of its land bank in view of current market conditions.
Where the estimated future net realisable value of the site is less than the carrying value within the Group Statement of
Financial Position, the Group has impaired the land value. This has resulted in an impairment of £nil (2011: £0.9m). Included
in the value of inventories above is £15.2m (2011: £8.1m) which is carried at fair value less costs to sell (net realisable
value). The amount of inventories pledged as security against borrowings is £23.8m (2011: £9.6m).
17. Trade and other receivables
Prepayments and accrued income
Other receivables
Other receivables due in more than one year
2012
£000
891
1,741
55
2,687
2011
£000
1,073
9,226
70
10,369
The carrying value of trade and other receivables is considered a reasonable approximation of fair value. No trade receivables
are considered to be impaired. There were no unimpaired trade receivables that were past due at the reporting date.
Other receivables includes an amount of £1,507,000 (2011: £5.0m) accrued in respect of costs and sales invoices that will
be reimbursed by DGVL. The carrying value is considered a reasonable approximation of fair value.
Other receivables also includes an amount of £nil (2011: £3.2m) lent to DGVL in respect of financing arrangements referred
to in Note 4 ‘Critical judgements in applying the entities accounting policies’.
All of the Group’s trade and other receivables have been reviewed for indicators of impairment.
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18. Loan to associate
Advances to associate
The Company has granted a secured rolling facility of up to £2,000,000 to its associate.
19. Listed investments held for trading
At 1 July 2011
Movements during the year
At 30 June 2012
20. Cash and cash equivalents
Cash at bank and in hand
21. Share capital
Authorised
239,990,000 (2011: 239,990,000) ordinary shares of 10p each
1,000 (2011: 1,000) redeemable shares of £1 each
Allotted, issued and fully paid
182,999,484 (2011: 182,999,484) ordinary shares of 10p each
980 (2011: 980) redeemable shares of £1 each
180 (2011: 180) deferred shares of 10p each
The Company currently holds 1,325,000 (2011: 1,325,000) of its own shares in treasury.
2012
£000
1,000
2011
£000
1,895
£000
1
—
1
2011
£000
2,239
2011
£000
23,999
1
24,000
2011
£000
18,300
1
—
18,301
2012
£000
575
2012
£000
23,999
1
24,000
2012
£000
18,300
1
—
18,301
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Inland Homes plc | Report and Accounts 2012
Notes to the group financial statements (continued)
for the year ended 30 June 2012
21. Share capital (continued)
The redeemable shares are not entitled to receive any dividends and carry one vote per share in general meetings. On a
return of capital, the holders of redeemable shares will receive £1 per share unless the conditions described below are met,
in which event the entitlement of holders of redeemable shares will be enhanced as described below.
In the event that: (i) the return to holders of ordinary shares (calculated as dividends received, together with the increase in
share price over 50p exceeds 10% per annum compounded annually); and (ii) the relevant holder of redeemable shares has
not voluntarily ceased to be employed by or engaged to provide services to the Company or any Group company or been
dismissed for cause then the following provisions will apply:
i. on a takeover (including a takeover effected by a scheme of arrangement) the holders of the redeemable shares will
become entitled to redeem their shares at a price which is calculated so as to attribute to all the redeemable shares
the difference between the takeover offer price per share and 35p multiplied by 11,123,494; or
ii. on a winding up, the assets attributable to the redeemable shares will likewise be calculated to be such amount as
would represent the difference between the amount attributable to each ordinary share and 35p multiplied by
11,123,494.
According to the Company’s Articles of Association, the redeemable shares can convert into deferred shares of 10p each.
The deferred shares shall not confer the right to be paid a dividend or to receive notice of or attend or vote at a general
meeting. On a winding up, after the distribution of the first £10,000,000 of the assets of the Company, the holders of the
deferred share (if any) shall be entitled to receive an amount equal to the nominal value of such deferred shares pro rata to
their respective holdings.
The Company operates an unapproved share option scheme. Awards under each scheme are made periodically to
employees. Share options vest three years after the date of grant and have an exercise period of seven years. The schemes
are all cash-settled.
The Company has used the Black-Scholes formula to calculate the fair value of outstanding options and deferred shares.
The assumptions applied to the Black-Scholes formula for share options issued and the fair value per option are as follows:
Expected life of options based on options exercised to date
Volatility of share price
Dividend yield
Risk free interest rate
Share price at date of grant
Exercise price
Fair value per option
Share
options
2011/12
grant
3 years
67%
0%
2.05%
17.5p
17.5p
£0.05
Share
options
2010/11
grant
Share
options
2009/10
grant
Redeemable
shares
3 years
76%
0%
2.05%
18.5p
18.5p
£0.09
3 years
69%
0%
2.11%
16.5p
16.5p
£0.05
5 years
30%
0%
5.38%
35.0p
35.0p
£0.07
The charge calculated for the year ended 30 June 2012 is £166,000 with a corresponding deferred tax asset at that date
of £43,000.
Volatility was assessed using the closing prices on the first business day of each month over the period since the shares
have been listed.
A reconciliation of option movements over the year ended 30 June 2012 is shown below:
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Report and Accounts 2012 | Inland Homes plc
21. Share capital (continued)
A reconciliation of option movements over the year ended 30 June 2012 is shown below:
Outstanding at 30 June 2010
Granted during the year
Outstanding at 30 June 2011
Granted during the year
Lapsed during the year
Outstanding at 30 June 2012
Exercisable at 30 June 2012
Exercisable at 30 June 2011
Number
000s
Exercise
price
pence
18.5p
17.5p
1,690
3,000
4,690
305
(275)
4,720
710
860
There were 305,000 options granted during the year.
At 30 June 2012 outstanding options granted over 10p ordinary shares were as follows:
Share option scheme
Company unapproved
Company unapproved
Company unapproved
Company unapproved
22. Movement on reserves
At 1 July 2010
Profit for the year
Share-based compensation
Share issue expenses for shares issued in prior year
At 30 June 2011
Profit for the year
Share-based compensation
Capital reduction
At 30 June 2012
Option
price
pence
50.0p
16.5p
18.5p
17.5p
Number
710,000
705,000
3,000,000
305,000
Dates
exercisable
28 March 2010 to 27 March 2017
17 December 2012 to 16 December 2019
22 November 2013 to 21 November 2020
25 June 2015 to 24 June 2022
Share
premium
£000
Treasury
shares
£000
Special
reserve
£000
45,806
—
—
(12)
45,794
—
—
(15,000)
30,794
(366)
—
—
—
(366)
—
—
—
(366)
—
—
—
—
—
—
—
6,059
6,059
Profit and
loss
account
£000
(19,280)
3,846
186
—
(15,248)
759
166
8,941
(5,382)
A resolution was passed at the AGM in November 2011 for the capitalisation of the Parent Company’s reserves to allow for
the possibility of distributions in the future. A copy of this resolution is available from Companies House.
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Inland Homes plc | Report and Accounts 2012
Notes to the group financial statements (continued)
for the year ended 30 June 2012
23. Trade and other payables
Trade payables
Other creditors
Social security, other taxes and VAT
Accruals and deferred income
2012
£000
1,536
120
174
692
2,522
2011
£000
464
2,996
1,124
240
4,824
The carrying value of trade and other payables is considered to be a reasonable approximation of fair value.
24. Other financial liabilities
Deferred purchase consideration on inventories falling due within one year
2012
£000
6,768
2011
£000
—
The Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs. The lack of
availability of bank funding has resulted in the Group seeking finance from alternative lending sources to improve liquidity.
25. Contingencies
The Group has the following contingent liabilities as at 30 June 2012:
a) upon the sale of a specific investment property, a payment of £300,000 is due to one party;
b) a subsidiary undertaking, Poole Investments plc, ceased to participate in its operating subsidiary’s pension scheme
when it disposed of former subsidiaries in May 2004. The Scheme’s principal employer, Pilkington’s Tiles Limited went
into administration on 14 June 2010 and as a result Poole may be liable for a share of the cost of securing the liabilities
of the Scheme pertaining to its two former employees should there be a deficit on the Scheme’s fund. The Directors
consider that, as at the balance sheet date, material uncertainty exists over the basis and calculation of any obligation
that may fall due to Poole. Advice is being sort to clarify the Company’s position. A provision has therefore not been
made in the financial statements as the basis of any provision cannot be reliably established; and
No provisions have been made in these financial statements in respect of these contingent liabilities.
26. Commitments
The Group leases an office and some plant and machinery under non-cancellable operating lease agreements. The leases
have varying terms, escalation clauses and renewal rights.
The future aggregate minimum lease payments under non-cancellable operating leases are as follows:
Due later than one year and not later than five years
2012
£000
129
2011
£000
203
The rental contract for the office building rented since 28 April 2009 at 2 Anglo Office Park, 67 White Lion Road, Amersham
HP7 9FB has a non-cancellable term of five years.
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27. Capital management policies and procedures
The Group’s objectives when managing capital are:
➺
to safeguard its ability to continue as a going concern, so that it can continue to provide returns for shareholders and
benefits for other stakeholders; and
➺
to ensure sufficient liquid resources are available to meet the funding requirement of its projects and to fund new
projects where identified.
This is achieved through ensuring sufficient bank and other facilities are in place and further details are given in Note 28 of
the Group accounts. The Group monitors capital on the basis of the carrying amount of the equity less cash and cash
equivalents as presented on the face of the Group Statement of Financial Position.
The movement in the capital to overall financial ratio is shown below. The target capital to overall financing ratio has been
set by the Directors at 50% and results over this amount are considered to be a good performance against the target.
Equity
Less: cash and cash equivalents
Capital
Equity
Borrowings
Overall financing
Capital to overall financing
2012
£000
49,406
(575)
48,831
2012
£000
49,406
6,986
56,392
86.6%
2011
2011
£000
£000
48,481
(2,239)
46,242
2011
£000
48,481
2,663
51,144
90.4%
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The Group manages the capital structure and makes adjustments in light of changes in economic conditions and the risk
characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the level
of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
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Inland Homes plc | Report and Accounts 2012
Notes to the group financial statements (continued)
for the year ended 30 June 2012
28. Financial assets and liabilities
The carrying amounts presented in the Statement of Financial Position relate to the following categories of assets and
liabilities:
Financial assets
Listed investments held for trading
Loans and receivables
Loan to associate
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Financial liabilities designated fair value through profit or loss:
– current borrowings
Financial liabilities measured at amortised cost:
– trade and other payables
– other financial liabilities
Note
2012
£000
2011
£000
19
18
17
20
23
24
1
1
1,000
1,662
575
3,237
1,895
9,296
2,239
13,430
6,986
2,663
1,830
6,768
8,598
4,584
—
4,584
The fair values are presented in the related notes.
Current borrowings consist of housebuilding loan facilities of £3.6m, of which £1.1m (2011: £0.67m) is drawn down, and
further loans of £5.9m secured against land (2011: £2.0m). The loans attract interest at varying rates.
The table below analyses the Group’s financial contractual liabilities into relevant maturity groupings based on the remaining
period at the Statement of Financial Position date to the contractual maturity date. The amounts disclosed are the
contractual undiscounted cash flows.
Less than one year
Between one and two years
2012
2011
Trade and
other
payables
£000
Deferred
purchase
consideration
£000
Trade and
other
payables
£000
Deferred
purchase
consideration
£000
8,643
—
8,643
7,000
—
7,000
6,123
—
6,123
—
—
—
The following table presents financial assets and liabilities measured at fair value in the Group Statement of Financial
Position in accordance with the fair value hierarchy. This hierarchy groups financial assets and liabilities into three levels
based on the significance of inputs used in measuring the fair value of the financial assets and liabilities. The fair value
hierarchy has the following levels:
– Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
– Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices); and
– Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
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28. Financial assets and liabilities (continued)
The level within which the financial asset or liability is classified is determined based on the lowest level of significant input
to the fair value measurement.
The financial assets and liabilities measured at fair value in the Group Statement of Financial Position are grouped into the
fair value hierarchy as follows:
Net fair value at 1 July 2011
Movements during the year
Net fair value at 30 June 2012
(a) Listed securities and debentures
Note
28(a) & (b)
Level 1
£000
Level 2
£000
1
—
1
—
—
—
Level 3
£000
1,009
105
1,114
Total
£000
1,010
105
1,115
All the listed equity securities and debentures are denominated in Sterling and are publicly traded in the United Kingdom.
Fair values have been determined by reference to their quoted mid prices at the reporting date.
(b) Assets not based on observable market data
The option to purchase the share of Drayton Garden Village Ltd is measured at fair value annually.
29. Related party transactions
As at 30 June 2012 there was a sum due from Howarth amounting to £1,000,000 (2011: £1,895,000). This is included
within loan to associate and is in respect of a rolling facility provided to Howarth for a maximum balance of £2,000,000. The
balance outstanding attracts interest of 8% per annum above the National Westminster Bank plc base rate for the first
£1,000,000 and 15% per annum on amounts over this. The interest received from Howarth for the year ended 30 June
2012 amounted to £84,000 (2011: £130,000).
During the year ended 30 June 2012, Howarth carried out construction work on sites owned by the Group. The total
amount, charged on an arm’s length basis by Howarth for this work, was £635,000 (2011: £1,399,000).
During the year ended 30 June 2010 the Group entered into a joint venture with Howarth for the development of 51 units at
a site in Croxley Green, Hertfordshire. At 30 June 2012 the Group had invested £2,302,000 (2011: £2,302,000). The
Group’s 50% share of profit after tax to date amounts to £261,000, £162,000 of which has been recognised in the Group
Income Statement for the year ended 30 June 2012.
The Group’s share of the results and its share of net assets of the joint venture are as follows:
Net assets
Net result
30. Company information
2012
£000
132
162
2011
£000
158
99
The Company is a public limited company registered in England and Wales. The registered office and principal place of
business is 2 Anglo Office Park, 67 White Lion Road, Amersham, Buckinghamshire HP7 9FB.
The principal activity of the Group is to acquire residential and mixed use sites and seek planning consent for development.
The Group develops a number of the plots for private sale and sells consented plots to housebuilders.
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Inland Homes plc | Report and Accounts 2012
Independent auditor’s report
to the members of Inland Homes plc
Independent auditor's report to the members of Inland Homes plc
We have audited the Parent Company financial statements of Inland Homes Plc for the year ended 30 June 2012 which
comprise the Parent Company balance sheet and the related notes. The financial reporting framework that has been
applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally
Accepted Accounting Practice).
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.
Respective responsibilities of directors and auditor
As explained more fully in the Directors’ Responsibilities Statement set out on page 34, the Directors are responsible for the
preparation of the Parent Company financial statements and for being satisfied that they give a true and fair view. Our
responsibility is to audit and express an opinion on the Parent Company financial statements in accordance with applicable
law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing
Practices Board’s (APB’s) Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the APB's website at
www.frc.org.uk/apb/scope/private.cfm.
Opinion on financial statements
In our opinion the Parent Company financial statements:
• give a true and fair view of the state of the Company's affairs as at 30 June 2012;
• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors' Report for the financial year for which the financial statements are
prepared is consistent with the Parent Company financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if,
in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not
been received from branches not visited by us; or
• the Parent Company financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Other matter
We have reported separately on the Group financial statements of Inland Homes plc for the year ended 30 June 2012.
Robert Napper
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Reading
25 October 2012
70
Company balance sheet
at 30 June 2012
Fixed assets
Investments
Current assets
Debtors
Listed investments
Deferred tax
Cash at bank and in hand
Creditors: amounts falling due within one year
Net current assets
Total assets less liabilities
Capital and reserves
Called up share capital
Share premium
Treasury shares
Special reserve
Profit and loss account
Shareholders’ funds
Report and Accounts 2012 | Inland Homes plc
Note
5
6
7
8
9
9
9
9
2012
£000
15,224
15,224
39,684
1
223
25
39,933
(157)
39,776
55,000
18,301
30,794
(366)
6,059
212
55,000
2011
£000
14,724
14,724
41,022
1
198
368
41,589
(1,525)
40,064
54,788
18,301
45,794
(366)
—
(8,941)
54,788
The financial statements on pages 71 to 76 were approved and authorised for issue by the Board of Directors on
25 October 2012 and signed on its behalf by:
Stephen Wicks
DIRECTOR
Nishith Malde
DIRECTOR
Company number
5482990
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The accompanying accounting policies and notes form part of these financial statements.
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Inland Homes plc | Report and Accounts 2012
Notes to the company financial statements
for the year ended 30 June 2012
1. Principal accounting policies
Basis of preparation
The financial statements have been prepared in accordance with applicable United Kingdom accounting standards and
under the historical cost convention. The Directors have reviewed the principal accounting policies and consider they
remain the most appropriate for the Company. The principal accounting policies of the Company have remained unchanged
from the previous year.
Investments
Investments are included at cost less amounts written off.
Equity-settled share-based payment
All share-based payment arrangements are recognised in the financial statements.
All goods and services received in exchange for the grant of any share-based payment are measured at their fair values
using the Black-Scholes options pricing model. Where employees are rewarded using share-based payments, the fair
values of employees’ services are determined indirectly by reference to the fair value of the instrument granted to the
employee. This fair value is appraised at the grant date and excludes the impact of any non-market vesting conditions.
All equity-settled share-based payments are ultimately recognised as an expense in the income statement with a
corresponding credit to reserves brought forward.
If vesting periods or other non-market vesting conditions apply, the expense is allocated over the vesting period, based on
the best available estimate of the number of share options expected to vest. Estimates are subsequently revised if there is
any indication that the number of share options expected to vest differs from previous estimates. Any cumulative
adjustment prior to vesting is recognised in the current period. No adjustment is made to any expense recognised in prior
periods if share options ultimately exercised are different to that estimated on vesting.
Upon exercise of share options the proceeds received net of attributable transaction costs are credited to share capital and,
where appropriate, share premium.
Deferred taxation
Deferred tax is recognised on all timing differences where the transactions or events that give the Company an obligation to
pay more tax in the future, or a right to pay less tax in the future, have occurred by the balance sheet date. Deferred tax
assets are recognised when it is more likely than not that they will be recovered. Deferred tax is measured using rates of tax
that have been enacted or substantively enacted by the balance sheet date on an undiscounted basis.
2. Profit attributable to members of the parent company
As permitted by Section 408 of the Companies Act 2006, the Parent Company has not presented its own profit and loss
account.
The Company’s profit for the year of £46,000 (2011: loss of £786,000) has been transferred to reserves.
Auditor’s remuneration
The audit fees for the Company were £5,000 (2011: £5,000). Auditor’s remuneration for other services is disclosed in Note
7 to the Group financial statements.
Fees paid to the Company’s auditor, Grant Thornton UK LLP, and its associates for services other than statutory audit of
the Company are not disclosed in Inland Homes plc’s financial statements since the Group financial statements of Inland
Homes plc are required to disclose non-audit fees on a consolidated basis.
72
3. Employees
Staff costs during the year were as follows:
Share-based payment
The average number of employees (including Directors) during the year was:
Management
4. Directors’ remuneration
See Note 8 of the Group financial statements.
5. Investments
Cost
At 1 July 2011
Additions
At 30 June 2012
Amortisation
At 1 July 2011
Reversal of impairment in associate
At 30 June 2012
Net book amount to 30 June 2012
Net book amount to 30 June 2011
See Note 14 of the Group financial statements for details on the Group undertakings.
Report and Accounts 2012 | Inland Homes plc
2012
£000
166
2011
£000
186
2012
Number
2011
Number
3
2
Investment
in joint
venture
£000
Investment
in Group
undertakings
£000
Investment in
associate
£000
2,302
—
2,302
—
—
—
2,302
2,302
12,422
—
12,422
—
—
—
12,422
12,422
1,359
—
1,359
1,359
(500)
859
500
—
Total
£000
16,083
—
16,083
1,359
(500)
859
15,224
14,724
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Inland Homes plc | Report and Accounts 2012
Notes to the company financial statements (continued)
for the year ended 30 June 2012
6. Debtors
Amounts owed by Group undertakings
Loan to associate
Other debtors
7. Creditors: amounts falling due within one year
Trade creditors
Accruals and other creditors
8. Share capital
Authorised
239,990,000 (2011: 239,990,000) ordinary shares of 10p each
1,000 (2011: 1,000) redeemable shares of £1 each
Allotted, issued and fully paid
182,999,484 (2011: 182,999,484) ordinary shares of 10p each
980 (2011: 980) redeemable shares of £1 each
180 (2011: 180) deferred shares of 10p each
2012
£000
38,673
1,000
11
39,684
2012
£000
13
144
157
2012
£000
23,999
1
24,000
2012
£000
18,300
1
—
18,301
2011
£000
39,109
1,895
18
41,022
2011
£000
20
1,505
1,525
2011
£000
23,999
1
24,000
2011
£000
18,300
1
—
18,301
The redeemable shares are not entitled to receive any dividends and carry one vote per share in general meetings. On a
return of capital, the holders of redeemable shares will receive £1 per share unless the conditions described below are met,
in which event the entitlement of holders of redeemable shares will be enhanced as described below.
In the event that: (i) the return to holders of ordinary shares (calculated as dividends received, together with the increase in
share price over 50p exceeds 10% per annum compounded annually); and (ii) the relevant holder of redeemable shares has
not voluntarily ceased to be employed by or engaged to provide services to the Company or any Group company or been
dismissed for cause then the following provisions will apply:
i. on a takeover (including a takeover effected by a scheme of arrangement) the holders of the redeemable shares will
become entitled to redeem their shares at a price which is calculated so as to attribute to all the redeemable shares the
difference between the takeover offer price per share and 35p multiplied by 11,123,494; or
74
Report and Accounts 2012 | Inland Homes plc
8. Share capital (continued)
ii. on a winding up, the assets attributable to the redeemable shares will likewise be calculated to be such amount as
would represent the difference between the amount attributable to each ordinary share and 35p multiplied by
11,123,494.
According to the Company’s Articles of Association, the redeemable shares can convert into deferred shares of 10p each.
The deferred shares shall not confer the right to be paid a dividend or to receive notice of or attend or vote at a general
meeting. On a winding up, after the distribution of the first £10,000,000 of the assets of the Company, the holders of the
deferred share (if any) shall be entitled to receive an amount equal to the nominal value of such deferred shares pro rata to
their respective holdings.
Details of the Company’s share option schemes can be found in Note 21 to the Group accounts.
9. Reserves
At 30 June 2011
Retained profit for the year
Capital reduction
Employee share-based compensation
At 30 June 2012
Share
premium
£000
45,794
—
(15,000)
—
30,794
Treasury
shares
£000
(366)
—
—
—
(366)
Special
reserve
£000
—
—
6,059
—
6,059
Profit
and loss
account
£000
(8,941)
46
8,941
166
212
A resolution was passed at the AGM in November 2011 for the capitalisation of the Parent Company’s reserves to allow for
the possibility of distributions in the future. A copy of this resolution is available from Companies House.
10. Capital commitments
The Company had no outstanding capital commitments at 30 June 2012 or 30 June 2011.
11. Contingent liabilities
The Company has the following contingent liabilities as at 30 June 2012:
a)
Inland Homes plc has guaranteed any shortfall of interest payable by Inland Housing Limited in respect of borrowings
relating to the subsidiary undertaking’s development at Farnborough. In the Directors’ opinion there is unlikely to be any
such shortfall.
b) Inland Homes plc has guaranteed the obligations of Inland Limited to a private lender in respect of a £2.0m loan.
c)
Inland Homes plc has guaranteed the obligations of Inland Homes (Essex) Ltd to a lender in respect of loans amounting
to £3.9m taken out during the year ended 30 June 2012.
d) Inland Homes plc has guaranteed any cost overruns and shortfall of interest payable by Inland Homes Developments
Limited in respect of borrowings relating to the subsidiary undertaking’s development at Redhill. In the Directors’ opinion
there is unlikely to be any such shortfall.
No provisions have been made in these financial statements in respect of these contingent liabilities.
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Inland Homes plc | Report and Accounts 2012
Notes to the company financial statements (continued)
for the year ended 30 June 2012
12. Reconciliation of movements in shareholders’ funds (continued)
Profit/(loss) for the year
Issue of shares
Share-based compensation
Net (decrease)/increase in shareholders’ funds
Opening shareholders’ funds
Closing shareholders’ funds
13. Related party transactions
2012
£000
46
—
166
212
54,788
55,000
2011
£000
(786)
(12)
186
(612)
55,400
54,788
The Company is exercising its right to withhold disclosure of related party transactions between itself and its wholly owned
subsidiary undertakings in line with FRS 8.3 Related Party Disclosures.
76
Report and Accounts 2012 | Inland Homes plc
Notice of annual general meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at 10.00 a.m. on 27 November 2012 at the
offices of the Company, 2 Anglo Office Park, 67 White Lion Road, Amersham, Buckinghamshire HP7 9FB for the purpose of considering
and, if thought fit, passing the following resolutions 1, 2, 3, 4, 5, and 6 as ordinary resolutions and resolutions 7 and 8 as special
resolutions of the Company:
ORDINARY BUSINESS
1. THAT the audited financial statements of the Company for the financial year ended 30 June 2012 and the Directors’ Report and
Auditor’s Report on those financial statements be received and adopted.
2. THAT Grant Thornton UK LLP be re-appointed as auditors of the Company to hold office from the conclusion of this meeting until the
conclusion of the next general meeting at which audited financial statements are laid and to authorise the Directors to fix their
remuneration.
3. THAT Stephen Wicks be re-appointed as a Director of the Company in accordance with the Articles of Association of the Company.
4. THAT Nishith Malde be re-appointed as a Director of the Company in accordance with the Articles of Association of the Company.
5. THAT a final dividend of 0.067p per ordinary share in respect of the year ended 30 June 2012 be declared and payable to members
on the register at the close of business on 16 November 2012.
SPECIAL BUSINESS
6. As an ordinary resolution:
THAT in substitution for all existing authorities, the Directors be and they are hereby generally and unconditionally authorised pursuant
to Section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot, grant rights to subscribe for,
or to convert any security into, offer or otherwise deal with or dispose of shares in the Company up to a maximum aggregate nominal
amount of £6,099,982.80, representing (as nearly as may be) one third of the issued share capital of the Company at the date of the
passing of this resolution to such persons, at such times and generally on such terms and conditions as the Directors (subject to the
Articles of Association of the Company from time to time) in their absolute discretion may determine during the period commencing on
the date of the passing of this resolution and expiring (unless previously renewed, varied or revoked by the Company in general
meeting) 15 months from the date of the passing of this resolution or, if earlier, on the conclusion of the next Annual General Meeting of
the Company save that the Company may make an offer or agreement which would or might require relevant securities to be allotted
after the expiry of this authority and the Directors may allot relevant securities pursuant to such an offer or agreement as if the
authorities hereby conferred had not expired.
7. As a special resolution:
THAT in substitution for all existing authorities and subject to the passing of resolution 6 above, the Directors be and they are hereby
empowered, pursuant to Section 570 of the Companies Act 2006 (the "Act") to allot equity securities (within the meaning of Section
560 of the Act) for cash pursuant to the authority conferred by resolution 6 above as if Section 561(1) of the Act did not apply to any
such allotment provided that this power shall be limited:
(a)
to the allotment of equity securities where the equity securities respectively attributable to the interests of all relevant shareholders
are proportionate (as nearly as may be) to the respective numbers of shares held by them on the record date for such allotment
subject only to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional
entitlements or legal or practical problems under the laws of, or the requirements of any regulatory body or stock exchange in, any
territory; or
to the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities for cash up to an aggregate nominal
amount not exceeding £1,829,994.84 representing (as nearly as may be) 10 per cent. of the issued share capital of the Company
at the date of the passing of this resolution, and shall expire on the conclusion of the next Annual General Meeting of the Company
or 15 months after the passing of this resolution, whichever is earlier, save that the Company may before such expiry make an offer
or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity
securities in pursuance of such offer or agreement after such expiry as if the power conferred hereby had not expired.
(b)
8. As a special resolution:
THAT the Company be generally and unconditionally authorised, pursuant to Section 701 of the Companies Act 2006 (the "Act"), to
make market purchases (as defined in Section 693(4) of the Act) of up to 18,299,948 ordinary shares of 10 pence each in the capital
of the Company ("Ordinary Shares") (being approximately 10 per cent. of the current issued ordinary share capital of the Company) on
such terms and in such manner as the directors of the Company may from time to time determine provided that:
(a)
the amount paid for each share (exclusive of expenses) shall not be more than the higher of (1) five per cent. above the average of
the middle market quotation for Ordinary Shares as derived from the Daily Official List of London Stock Exchange plc for the five
business days before the date on which the contract for the purchase is made, and (2) an amount equal to the higher of the price
of the last independent trade and current independent bid as derived from the trading venue where the purchase was carried out,
or less than 10 pence per share; and
the authority herein contained shall expire on the conclusion of the next Annual General Meeting of the Company or 15 months
after the passing of this resolution, whichever is earlier, save that the Company may before such expiry make a contract to
purchase its own shares which would or might be executed wholly or partly after such expiry and the Company may make a
purchase of its own shares in pursuance of such contract as if the authority conferred hereby had not expired.
(b)
By order of the board
NISHITH MALDE
COMPANY SECRETARY
25 October 2012
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Inland Homes plc | Report and Accounts 2012
Notice of annual general meeting (continued)
Notes:
(1) A form of proxy is enclosed for use by shareholders and, if appropriate, must be deposited with the Company’s registrars, being Capita
Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, not less than 48 hours before the time of the Annual
General Meeting. Appointment of a proxy does not preclude a shareholder from attending the Annual General Meeting and voting in
person.
(2) A shareholder entitled to attend and vote at the Annual General Meeting may appoint one or more proxies (who need not be a member
of the Company) to attend and to speak and to vote on his or her behalf whether by show of hands or on a poll. A member can
appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attaching to
different shares held by him or her. In order to be valid an appointment of proxy (together with any authority under which it is executed
or a copy of the authority certified notarially) must be returned by one of the following methods:
(a)
(b)
in hard copy form by post or (during normal business hours only) by courier or by hand to the Company’s registrars, being Capita
Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU;
in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures
set out below, and in each case must be received by the Company not less than 48 hours before the time of the Annual General
Meeting.
(3) 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 thereof by using the procedures described in the CREST Manual. 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 that appropriate action on their behalf.
In order for a proxy appointment, or instruction, made by means of CREST to be valid, the appropriate CREST message (a "CREST
Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s ("EUI") 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 RA10) by the latest time(s) for receipt of proxy appointments specified in
the notice of Annual General Meeting. 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.
CREST members and where applicable, their CREST sponsors or voting service providers, should note that EUI 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 therefore 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 the CREST system 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.
(4) The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) of the Uncertified
Securities Regulations 2001.
(5) To be entitled to attend and vote at the Annual General Meeting (and for the purpose of the determination by the Company of the
votes they may cast), shareholders must be registered in the register of members of the Company at 6.00 p.m. on 25 November 2012
(or, in the event of any adjournment at 6.00 p.m. on the date which is two days before the time of the adjourned meeting). Changes to
the register of members of the Company after the relevant deadline shall be disregarded in determining the rights of any person to
attend and vote at the meeting.
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Report and Accounts 2012 | Inland Homes plc
Notes
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Inland Homes plc | Report and Accounts 2012
Company information and advisers
Company registration number
5482990
Company Secretary
Nishith Malde FCA
Registered office and website
2 Anglo Office Park
67 White Lion Road
Amersham
Buckinghamshire HP7 9FB
www.inlandplc.com
Nominated adviser and broker
finnCap Limited
60 New Broad Street
London EC2M 1JJ
Solicitor
Dorsey & Whitney LLP
21 Wilson Street
London EC2M 2TD
Auditor
Grant Thornton UK LLP
Chartered Accountants
Statutory Auditor
1020 Eskdale Road
IQ Winnersh
Wokingham
Berkshire RG41 5TS
Banker
Barclays Bank plc
Fourth Floor
Apex Plaza
Forbury Road
Reading
Berkshire RG1 1AX
Registrar
Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
80
Inland Homes plc
2 Anglo Office Park
67 White Lion Road, Amersham
Buckinghamshire HP7 9FB
Tel: 01494 762450
Fax: 01494 765897
Email: info@inlandplc.com
www.inlandplc.com
Annual Report and Accounts
for the year ended 30 June 2012
Making the right moves
Creative thinking in
brownfield development
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