TIDMSGM
RNS Number : 9156C
Sigma Capital Group PLC
24 June 2021
24 June 2021
AIM: SGM
SIGMA CAPITAL GROUP PLC
("Sigma" or "Group")
The private rented sector ("PRS") and urban regeneration
specialist
Interim Results
for the six months to 31 March 2021
KEY POINTS
Financial
Six months Six months Nine months
to 31 March to 30 June to 30 Sept
2021 2020 2020
-------------------------- ------------- ------------ ------------
Revenue GBP6.6m GBP5.0m GBP8.0m
Profit from operations GBP4.1m GBP0.9m GBP3.2m
Profit before tax GBP4.1m GBP1.0m GBP3.2m
Earnings per share 3.82p 0.85p 2.84p
Cash flow from operating GBP4.3m (GBP1.6m) (GBP1.3m)
activities
Cash balances at period GBP25.4m GBP23.4m GBP25.8m
end
Net assets per share 70.4p 65.9p 68.3p
Following the change in Sigma's accounting reference date, the
financial period under review comprises the six months ended 31
March 2021 while the comparative period comprises the six months
ended 30 June 2020.
Operational
Managed PRS activities
The PRS REIT plc ("the PRS REIT")
-- 956 new homes delivered in H1, taking total portfolio to
3,590 at 31 March 2021, with an estimated rental value ("ERV") of
GBP33.3m p.a.
-- Rental demand and collection remained strong.
-- Currently 1,008 homes under way (excl. Sigma-funded sites), with ERV of c. GBP9.4m p.a.
-- 4,000(th) new rental home due imminently - just four years after REIT's launch.
-- PRS REIT s hares admitted to trading on the Premium Segment
of the Main Market of the London Stock Exchange in March 2021
EQT Real Estate joint venture
-- Launched in September 2020, targeting an initial portfolio of
c.3,000 build to rent homes with a value in excess of GBP1bn.
-- Two sites developed by Sigma, are expected to be acquired by
the joint venture at completion, due before the financial year end.
They will deliver 157 homes with an ERV of c. GBP2.5m
-- A further two development sites have been acquired and are
under way, together comprising 142 rental homes with an ERV of
c.GBP2.6m p.a. and gross development cost ("GDC") of c.GBP48.6m
-- Additional pipeline sites are progressing well
Gatehouse Bank and UK PRS Properties partnerships
-- Sale of initial PRS portfolio with Gatehouse Bank (c.918
homes) for c.GBP150m triggered realisation of carried interest,
amounting to GBP2.7m - 43% above book value, reflecting the
strength of the valuation on disposal
-- A 66-unit site for UK PRS Properties is on track for delivery in the spring of 2022
Self-funded PRS activities
-- Five developments providing 321 homes are currently under
way, with a GDC of c. GBP72.3m and ERV of c.GBP4.2m. The two London
sites will seed the EQT Real Estate joint venture (as mentioned
above).
-- Post period, in May 2021 a 28-unit development site with ERV
of GBP0.6m, completed and fully let in H1, was sold to the PRS REIT
for c.GBP10.5m, following an independent valuation by Savills.
-- First development in Scotland has been agreed with
Springfield Properties plc - a 75-unit site within Springfield's
Bertha Park Village project near Perth.
Recommended acquisition
-- As reported on 11 June 2021, an agreement was reached on the
terms for a recommended cash offer for Sigma by PineBridge Benson
Elliot LLP ("PineBridge"), part of PineBridge Investments, a
private global asset manager with $133.0 billion in assets under
management at 31 March 2021.
-- Sigma's Independent Directors have unanimously recommended
the offer, and at the time of announcement, shareholders accounting
for approximately 61% of Sigma's issued equity indicated their
support.
Graham Barnet, CEO of Sigma Capital Group plc, commented:
"These results reflect Sigma's continuing good progress. The
recent offer for Sigma by PineBridge Benson Elliot LLP was
unanimously recommended by Sigma's Independent Directors as in the
best interests of staff, partners and shareholders as a whole, and
is now following due process."
Enquiries:
Sigma Capital Group Graham Barnet, Chief Executive T: 020 3178 6378
plc (today)
Mike McGill, Group Chief Financial T: 0333 999 9926
Officer
KTZ Communications Katie Tzouliadis, Dan Mahoney T: 020 3178 6378
N+1 Singer James Maxwell, James Moat, T: 020 7496 3000
(NOMAD and Broker) Sebastian Burke
CHairman's Statement
Introduction
During late 2020, we decided to review the strategic options and
relative benefits of the various routes available to the business
to fund its future growth and maximise shareholder value.
Recognising the attractiveness of Sigma as a platform for investors
with access to greater capital availability, we decided to appoint
Rothschild & Co. to run a private sale process for Sigma in
order to maximise value for Sigma's shareholders.
This process attracted participation from multiple well-funded
parties and we provided interested parties with access to due
diligence information through a virtual data room and a series of
management sessions.
On 11 June 2021, we announced that we had reached an agreement
on the terms of a recommended cash offer for Sigma Capital Group
plc ("Sigma" or the "Group" or the "Company") with PineBridge
Benson Elliot LLP ("PineBridge"), part of PineBridge Investments, a
private global asset manager with $126.3 billion in assets under
management. Sigma's Independent Directors have unanimously
recommended the offer, and at the time of announcement,
shareholders accounting for approximately 61% of Sigma's issued
equity indicated their support either through irrevocable
undertakings or letters of intent.
In recommending the offer, the Independent Sigma Directors
believe that the Company can better execute its current strategy by
leveraging its strong brand, relationships, and expertise. In order
to deliver its next phase of growth, Sigma would require consistent
access to capital to invest in scale into UK PRS product and
further grow the business through forming new housebuilder
partnerships, expanding operations into new regional markets and
widening its rental product offering. The Independent Sigma
Directors believe the Company's acquisition by PineBridge will
accelerate the delivery of these strategic benefits at a rate which
would be otherwise difficult to achieve as a standalone AIM-listed
company.
Full details of the proposed offer will shortly be posted to the
Company's shareholders and the offer remains subject to shareholder
approval and due process. If the necessary approvals are obtained,
it is currently expected that the acquisition will complete in the
third quarter of the current calendar year.
Sigma made good progress over the first six months of the
financial year, with housing delivery proceeding at close to
pre-coronavirus levels even with the necessary social distancing
and other protective measures in place. This was helped by
increasing use of modular building methods. We completed the
delivery of a further 956 new homes for The PRS REIT plc ("the PRS
REIT"), taking our total delivery at 31 March 2021 to 3,590
completed homes with an estimated rental value of GBP33.3m p.a..
Rental demand remained high and at 31 March, 3,433 of the REIT's
3,590 completed homes were occupied and a further 74 reserved with
deposits paid. Rent collection also continued to be strong.
The portfolio is well on its way to its fully optimised target
of 5,200 homes across most of the major regions of England, with an
ERV of approximately GBP50.0m per annum. We expect to reach the
milestone of the 4,000(th) home for the PRS REIT imminently, and
remain on track to deliver the 5,000(th) completed home by early
2022.
Our joint venture with EQT Real Estate, which is focused on
Greater London, is building out its pipeline of potential
opportunities. Two Sigma-funded seed sites, under construction at
Fresh Wharf, Barking and Beam Park, Havering, are expected to be
acquired by the joint venture before the end of the current
financial year. As at 23 June, two further sites development had
been acquired and were under way, consisting of 142 rental homes
with a GDC of GBP48.6m and an expected ERV of c. GBP2.6m per
annum.
Our own self-funded sites also progressed well. Five sites at
varying stages of delivery are under way. These should deliver a
total of 321 new homes when fully completed and include two London
sites, which are expected to be acquired by the EQT Real Estate
joint venture. In May, we concluded the sale of one completed and
let site, in Harlow, Essex, to the PRS REIT for GBP10.5m following
an independent valuation by Savills. We are currently in the
process of agreeing an expansion of our financing arrangements to
enable the next tranche of self-funded development sites to start,
and are concluding partner and asset delivery conditions. Having
experienced some delay in this process, we now expect new site
development to commence before the end of the current financial
year.
We were also very pleased to extend our relationship with
Countryside Properties plc ("Countryside"), our principal home
building partner, in a new Collaboration Agreement as previously
reported. It continues the successful partnership we have
established over the last six years.
As we look ahead, the Company is well-positioned for further
growth and on behalf of the Board, I would like to thank staff and
partners for their commitment during what remained an unsettled
period as we all continue to negotiate the remaining challenges of
the coronavirus pandemic.
Financial Results
Please note that, following the change in Sigma's accounting
reference date, the financial period under review comprises the six
months ended 31 March 2021 while the comparative period comprises
the six months ended 30 June 2020.
Sigma's revenues in the six months to 31 March 2021 increased by
32% to GBP6.6m (six months to 30 June 2020: GBP5.0m). Managed PRS
revenues accounted for substantially all this total at GBP6.3m (six
months to 30 June 2020: GBP4.8m). Gross profit increased by 33%, in
line with revenues, to GBP6.5m over the period (six months to 30
June 2020: GBP4.9m).
Administrative expenses were 13% lower at GBP3.4m (six months to
30 June 2020: GBP3.9m) with the prior period including one-off
costs of GBP0.4m relating to abortive site costs after the onset of
the coronavirus pandemic. Unrealised gain from the revaluation of
investment property was GBP0.6m (six months to 30 June 2020:
GBP0.3m) while realised gain on the sale of investment property was
GBPnil (six months to 30 June 2020: GBPnil), reflecting the absence
of asset sales during the period. Unrealised profit on the
revaluation of investments was GBP0.3m (six months to 30 June 2020:
loss of GBP0.4m). Profit from operations increased to GBP4.1m (6
months to 30 June 2020: GBP0.9m).
Profit before tax for the period was substantially ahead at
GBP4.1m (six months to 30 June 2020: GBP1.0m), with Managed PRS
activities contributing GBP3.4m (six months to 30 June 2020:
GBP0.7m).
The Group's basic earnings per share increased to 3.82p per
share (six months to 30 June 2020: 0.85p per share).
Cash flow from operating activities increased by GBP4.3m (six
months to 30 June 2020: decreased by GBP1.6m). Net assets per share
at 31 March 2021 increased by 7% to 70.4p (30 June 2020:
65.9p).
Cash balances at 31 March 2021 stood at GBP25.4m (30 June 2020:
GBP23.4m), an increase of GBP2.0m. This includes GBP2.7m cash
realised from our carried interest in the Gatehouse Bank portfolio,
which was disposed of during the period, partially offset by the
dividend payment.
At 31 March 2021 borrowings totalled GBP45.1m (30 June 2020:
GBP44.4m) and primarily comprised development funding from Homes
England. The facility is secured on the various development sites
with limited recourse to the Group under a GBP10m
cross-guarantee.
Dividends
The Board does not intend to propose an interim dividend in line
with prior years.
Business and Operational Review
The Company acquires, develops and manages new homes for the
private rented sector in the UK. Sigma typically delivers
traditional housing of differing housing types and sizes, to cater
for a broad spectrum of demand. A major focus to date has been on
the delivery of houses for families. Sigma has an unrivalled PRS
property platform, which provides a professional and secure supply
chain for the existing portfolios as well as future growth. The
platform brings together a network of formal and informal
relationships, including construction partners, central government
and local authorities.
The Company's income streams are broadly threefold:
-- development fees for the assets procured and delivered to third party funds;
-- asset management fees for the overall management of completed assets; and
-- development profits on the assets the Company builds, and
subsequently sells to third parties.
In addition, the Company retains the right to a share of profit
on disposal of assets managed on behalf of certain third parties,
subject to certain performance criteria.
In total the Company has delivered to date approximately 5,700
PRS homes since 2015 when construction activity began, and
approximately 1,100 homes are currently contracted.
Managed PRS Activities
The PRS REIT plc
Sigma is now over four years into the delivery of a large-scale
portfolio of new-build rental homes for the private rental market
across the UK (outside London) for the PRS REIT, deploying the
REIT's resource of GBP900m (gross, including gearing). Sigma's
subsidiaries were appointed as Investment Adviser and Development
Manager at the launch of the PRS REIT in May 2017 and source all
investments and manage the REIT's assets in line with the REIT's
investment policy. In January 2021, our Investment Advisory
Agreement with the PRS REIT was extended from 31 May 2022 to 31
December 2025.
Housing delivery progressed well over the first half, with the
pace of site activity close to normalised pre-pandemic levels
following the easing of restrictions in May 2020.
In total, we delivered 956 homes over the first six months of
the financial year for the PRS REIT, taking the aggregate number of
completed homes in the portfolio to 3,590 at 31 March 2021. These
homes have an ERV of approximately GBP33.3m per annum. Delivery
included a fully-let development of 123 new homes in Greater
Manchester generating a passing rent of GBP1.16m, which was
acquired for GBP19.0m from BlackRock Real Assets. The site was
independently valued by Savills prior to acquisition and had been
an asset delivered by Sigma's PRS platform so was well-known to
us.
A further 1,536 homes were under way at 31 March 2021, all at
varying stages of construction. These homes have an ERV of GBP15.5m
per annum and include Sigma-funded homes that are under
forward-purchase agreements with the REIT. In total at 31 March
2021, the number of completed and contracted homes for the REIT's
portfolio had grown to 5,126, with an ERV of GBP48.8m per annum.
Our total housing delivery for the PRS REIT spans 64 sites across
the major regions of England, including North West, North East,
Yorkshire, the Midlands, South East, and East of England.
The PRS REIT's migration from the Specialist Fund Segment to the
Premium Segment of the Main Market of the London Stock Exchange
took place successfully on 2 March. The admission to the Premium
Segment enables the PRS REIT to broaden its share register and
facilitates its eligibility for inclusion in FTSE's EPRA and UK
Index Series.
Gatehouse Bank and UK PRS Properties
In January 2021, our initial PRS portfolio with Gatehouse Bank,
which consisted of 918 homes in the North West of England, was
acquired by Goldman Sachs Merchant Banking Division and Pitmore for
a total consideration of c.GBP150m. The sale triggered the
realisation of Sigma's beneficial interest in the portfolio,
amounting to GBP2.7m. Of this, GBP1.9m had previously been
recognised in prior periods with the additional GBP0.8m reflecting
the strength of the valuation on disposal.
Our second portfolio, with UK PRS Properties, which consists of
684 homes in the North West and Midlands and was completed in
November 2018, continued to perform well, with rental levels ahead
of original forecasts. The homes generate asset management fees for
Sigma and we also retain a share of the net profits on disposal of
the assets, subject to a minimum return to investors.
A further site, in Raleigh Street, Walsall, which will comprise
66 rental homes when completed, is progressing well, and is on
track for delivery to UK PRS Properties in the spring of 2022,
having begun in June 2020.
EQT Real Estate joint venture
The joint venture with EQT Real Estate currently has two sites
under development, which will deliver 142 rental homes and an ERV
of c.GBP2.6m per annum.
Two further seed sites, which are under development by Sigma, at
Fresh Wharf, Barking, and Beam Park, Havering, are expected to be
acquired by the joint venture before the end of the current
financial year. The two sites together comprise 157 homes, with a
gross development cost of GBP43.1m. The Beam Park development
consists of 80-units and is part of a GBP1bn regeneration project
underway across the London Boroughs of Havering and Barking &
Dagenham. The Fresh Wharf development comprises a 77-unit
development, and is part of a major riverside scheme close to
Barking Town centre. Sigma is working with Countryside Properties
and L&Q New Homes at the Beam Park scheme, and with Countryside
Properties and Notting Hill Developments at Fresh Wharf.
All homes will be let at market-rate rents under our new,
'Simple Life London', brand, a sister brand to 'Simple Life'.
The joint venture is targeting an initial GBP 1bn portfolio of
around 3,000 high quality, new-build homes for private rental in
Greater London, and we are delighted to have the support of Homes
England, the housing agency of the UK government.
Self-funded PRS Activities
We currently have five self-funded development sites under way
in the North West, Midlands, South and London. They will deliver
approximately 321 homes in total and have a combined GDC of
c.GBP72.3m and ERV of GBP4.2m per annum. Two of these development
sites are in London and, as previously mentioned, will be acquired
by our EQT Real Estate joint venture. After some delay, the
development of a new tranche of sites is now expected to start
towards the end of the current financial year or just after, once
financing arrangements with our bank, and asset delivery terms with
construction partners have concluded.
Post period, in May 2021, we completed the sale of a newly-built
and fully-let 28-unit development in Harlow with an ERV of GBP0.6m,
Essex to the PRS REIT for c.GBP10.5m following an independent
valuation by Savills. It took the number of self-funded sites sold
to the PRS REIT to twelve, comprising 626 homes.
In the second quarter of the financial year, we agreed the
commencement of our first PRS development in Scotland, with
Springfield Properties plc at Bertha Park, near Perth. It is a
75-unit site within Springfield's substantial Bertha Park Village
project, a standalone development of around new 3,000 homes with
ample green space and substantial community amenities, which is
already well under way. The gross development cost of the site is
GBP11.8m, including land acquisition, and as with Sigma's other PRS
developments, it is being delivered under a fixed-price 'design and
build' contract. The site will be the first development of single
family homes for the private rented sector in Scotland. It also
marks the launch of Sigma's rental brand, "Simple Life" in
Scotland.
Asset Management
All our self-funded homes and those offered for rental by the
PRS REIT are marketed and let under our Simple Life brand
(www.simplelifehomes.co.uk). During the period we launched our
brand in London (www.simplelifelondon.co.uk) and it is being used
for our London joint venture with EQT Real Estate. Our continuing
objective is for both brands to stand for a new, higher standard of
rental experience for tenants.
Rental performance has remained robust across the portfolios
that we manage, and demand for new homes also remains strong, with
rental prices steady at pre-pandemic levels. In the period, rent
collection equated to 99% of that invoiced during the period and
98% of properties were let.
Regeneration Partnerships
Our regeneration activities support our local authority partners
and involve taking on projects that fit well with our existing
relationships and core PRS activities. During the period, the
Company dealt with residual matters on previous projects.
ESG
Sigma's Simple Life and Simple Life London brands continue to
aim to set higher standards of care for our customers in the
private rented sector. This includes providing consistent and
accessible service, and maintenance support, which includes
dedicated handymen teams. We aim to foster a sense of community
within developments and continue with initiatives to promote this.
We have introduced 'Peace of Mind Month', 'Health and Wellbeing
Week' and our Book Guardian Scheme, which complement other
community events.
Our support for local schools and charities continues, and
includes state of the art equipment for schools, and sponsorship of
local sports teams. We also assist Centrepoint, which helps
homeless young people and Park Palace Ponies, an inner city starter
riding school in Toxteth, Liverpool, which offers riding lessons to
young children in inner city areas. Our initiative with clothes
banks across our sites also continues.
Over the past six months we have been focusing on biodiversity
measures, including reviewing planting schemes, the promotion of
wildflowers, mini-orchards, tree-planting and the general
presentation of our open and green spaces.
I am also pleased to report that since the introduction of the
Company's electric vehicle scheme last September, 21% of the
workforce has chosen to participate in the scheme.
We plan to continue to develop our efforts and initiatives.
Summary
In recommending PineBridge's offer to Sigma shareholders, the
Independent Sigma Directors have given due consideration to
PineBridge's intentions for the business and the impact of the
acquisition on all of Sigma's stakeholders, including its
customers, house building partners, joint venture partners,
business locations and management and employees given their
importance to Sigma's future strategy.
Following the completion of the acquisition, it is envisaged
that Sigma would continue to operate materially in the same way
without significant disruption. In particular, PineBridge wishes to
maintain and strengthen Sigma's key and successful existing
relationships with the PRS REIT and EQT Real Estate. PineBridge
intends to support the existing management of Sigma in delivering
their current strategy.
Should all necessary approvals for the offer pass, including
shareholder assent, it is intended that following the anticipated
completion of the transaction, which is likely to be towards the
end of July, a request will be made to the London Stock Exchange to
cancel trading in Sigma Shares and to de-list Sigma from AIM,
following which Sigma would be re-registered as a private limited
company.
Guided by our advisers, we are now following due process and
will provide further updates as appropriate.
Ian Sutcliffe
Chairman
23 June 2021
CONSOLIDATED Comprehensive Income Statement
For the six months ended 31 March 2021
Notes Six months Six months
ended ended 9 months
31 March 30 June to
30 September
2021 2020 2020
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Revenue 4 6,576 4,950 7,952
Cost of sales (58) (34) (52)
Gross profit 6,518 4,916 7,900
Other operating income
Unrealised gain on revaluation
of investment property 637 279 843
Realised gain on revaluation
of investment property - - 415
Unrealised gain/(loss) on revaluation
of investments held at fair
value through profit and loss 274 (365) (214)
Administrative expenses (3,352) (3,894) (5,747)
Profit from operations 4,077 936 3,197
Finance income net of finance
costs (88) (1) (43)
Dividends received 115 45 139
Share of (loss)/profit of joint
venture - - (60)
------------- --------------
Profit before tax 4,104 980 3,233
Taxation 5 (677) (223) (686)
------------- ------------- --------------
Profit after tax for the period 3,427 757 2,547
============= ============= ==============
Other comprehensive income
Unrealised gain/(loss) on revaluation
of investments held at fair
value through other comprehensive
income 256 (574) (441)
Total comprehensive income
for the period/year 3,683 183 2,106
============= ============= ==============
Profit per share attributable
to the equity holders of the
Company:
Basic profit per share 6 3.82p 0.85p 2.84p
Diluted profit per share 6 3.72p 0.84p 2.81p
All of the Group activities are classed as continuing and there
were no comprehensive gains or losses in any period other than
those included in the statement of comprehensive income.
CONSOLIDATED STAtement of Financial Position
At 31 March 2021
9 months
As at As at to
30 September
31 March 30 June 2020
2021 (unaudited) 2020 (unaudited) (audited)
Notes GBP'000 GBP'000 GBP'000
Assets
Non-current assets
Goodwill and other intangibles 919 533 533
Investment property 74,845 72,343 66,042
Property and equipment 1,679 1,294 1,402
Investments in joint ventures 558 1,429 356
Fixed asset investments 2 2 2
Financial asset investments 6,222 4,261 4,545
Trade and other receivables - 1,889 -
------------------ --------------
84,225 81,751 72,880
------------------ ------------------ --------------
Current assets
Trade and other receivables 2,603 2,426 4,023
Other current assets 961 1,030 6,871
Cash and cash equivalents 25,368 23,356 25,769
------------------ --------------
28,932 26,812 36,663
------------------ --------------
Total assets 113,157 108,563 109,543
------------------ --------------
Liabilities
Non-current liabilities
Interest bearing loans and
borrowings - 44,309 -
Deferred tax 614 1,453 1,370
------------------ ------------------ --------------
614 45,762 1,370
Current liabilities
Trade and other payables 3,347 3,646 3,844
Interest bearing loans and
overdrafts 45,110 55 43,079
Current tax 932 130 110
Deferred tax liability - - -
------------------ --------------
Total liabilities 50,003 49,593 48,403
------------------ ------------------ --------------
Net assets 7 63,154 58,970 61,140
================== ================== ==============
Equity
Called up share capital 895 894 895
Share premium account 32,267 32,198 32,210
Other capital reserves (222) (222) (222)
Revaluation reserve 186 186 186
Retained earnings 30,028 25,914 28,071
------------------ ------------------ --------------
Total equity 63,154 58,970 61,140
================== ================== ==============
The accompanying notes are an integral part of this consolidated
statement of financial position.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For six months ended 31 March 2021
Share Other
Share premium capital Revaluation Retained Total
capital account reserves reserve earnings equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 31 December 2019 894 32,107 (222) 186 27,491 60,456
Profit after tax for
the period - - - - 757 757
Other comprehensive
income - - - - (574) (574)
---------- --------- ---------- ------------ ----------- ---------
894 32,107 (222) 186 183 183
Transactions with owners
in their capacity as
owners
Issue of shares - 91 - - - 91
Share-based payments - - - - 31 31
Dividends paid - - - - (1,791) (1,791)
----------
At 30 June 2020 894 32,198 (222) 186 25,914 58,970
---------- --------- ---------- ------------ ----------- ---------
Profit after tax for
the period - - - - 1,790 1,790
Other comprehensive
income - - - - 133 133
---------- --------- ---------- ------------ ----------- ---------
- - - - 1,923 1,923
Transactions with owners
in their capacity as
owners
Issue of shares 1 12 - - - 13
Share-based payments
net of deferred tax - - - - 234 234
Dividends paid - - - - - -
---------- --------- ---------- ------------ ----------- ---------
At 30 September 2020 895 32,210 (222) 186 28,071 61,140
---------- --------- ---------- ------------ ----------- ---------
Profit after tax for
the period - - - - 3,427 3,427
Other comprehensive
income - - - - 256 256
---------- --------- ---------- ------------ ----------- ---------
- - - - 3,683 3,683
Transactions with owners
in their capacity as
owners
Issue of shares - 57 - - - 57
Share-based payments - - - - 66 66
Dividends paid - - - - (1,792) (1,792)
---------- --------- ---------- ------------ ----------- ---------
At 31 March 2021 895 32,267 (222) 186 30,028 63,154
========== ========= ========== ============ =========== =========
Consolidated Statement of Cash Flows
For the six months ended 31 March 2021
Six months
Six months ended
ended 30 June
9 months
31 March to 30 September
2021 2020 2020
(unaudited) (unaudited) (audited)
Notes GBP'000 GBP'000 GBP'000
Cash flows from operating activities
Cash generated from/(used in)
operations 8 4,303 (1,574) (1,289)
------------- -----------------
Net cash inflow/(outflow) from
operating activities 4,303 (1,574) (1,289)
------------- ------------- -----------------
Cash flows from investing activities
Purchase of property and equipment (330) (29) (155)
Investment in joint venture (202) - (37)
Purchase of investment property (8,165) (18,648) (23,041)
Proceeds from the sale of investment
property - 387 7,241
Acquisition of financial assets
at fair value (1,146) - -
Distributions received - - -
Dividends received 115 3,273 4,417
Finance cost net of finance
income (89) (1) (43)
------------- ------------- -----------------
Net cash outflow from investing
activities (9,817) (15,018) (11,618)
------------- ------------- -----------------
Cash flows from financing activities
Bank and other loans 6,848 24,821 23,536
Issue of shares 57 91 104
Dividends paid (1,792) (1,791) (1,791)
Net cash inflow financing activities 5,113 23,121 21,849
------------- ------------- -----------------
Net (decrease)/increase in
cash and cash equivalents (401) 6,529 8,942
Cash and cash equivalents at
beginning of period 25,769 16,827 16,827
------------- ------------- -----------------
Cash and cash equivalents at
end of period 25,368 23,356 25,769
============= ============= =================
Notes to the Financial Statements
For the six months ended 31 March 2021
1. General information
The Company is a limited liability company incorporated in
England and with its registered office at Floor 3, 1 St. Ann
Street, Manchester, M2 7LR. The Company's trading office is
situated at 18 Alva Street, Edinburgh, EH2 4QG.
The Company is quoted on AIM.
This condensed consolidated interim financial information was
approved and authorised for issue by a duly appointed and
authorised committee of the Board of Directors on 23 June 2021.
This condensed consolidated interim financial information has
not been audited or reviewed by the Company's auditor.
2. Basis of presentation
This condensed consolidated interim financial information for
the six months ended 31 March 2021 has been prepared in accordance
with International Accounting Standard 34 "Interim Financial
Reporting". The condensed consolidated interim financial
information should be read in conjunction with the annual financial
statements for the nine month period ended 30 September 2020, which
have been prepared in accordance with International Financial
Reporting Standards (IFRS) as adopted by the EU.
This condensed consolidated interim financial information does
not constitute statutory accounts within the meaning of s434 of the
Companies Act 2006. The comparatives for the nine month period
ended 30 September 2020 are not the Company's full statutory
accounts for that year. A copy of the statutory accounts for that
year has been delivered to the Registrar of Companies. The
auditor's report on those accounts was unqualified and did not
contain a statement under sections 498(2) or 498(3) of the
Companies Act 2006.
3. Accounting policies
The accounting policies applied by the Group in these unaudited
half year results are consistent with those applied in the
financial statements for the period ended 30 September 2020 as
described in the Group's Financial Report for that period and as
available on the Company's website ( www.sigmacapital.co.uk ).
No new standards that have become effective in the period have
had a material effect on the Group's financial statements.
Taxes on income in the interim periods are accrued using the tax
rate that would be applicable to expected total annual
earnings.
4. Segmental information
The segment analysis for the six month period ended 31 March
2021, six month period ended 30 June 2020 and nine month period
ended 30 September 2020 are as follows:
Intra
Managed Owned Venture Holding Group
Regeneration Property PRS Property Capital company adjustments Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Six months ended 31
March 2021
Revenue from services - 6,300 276 - - - 6,576
============= ========== ============== ========= ========= ============= ========
Trading (loss)/profit (3) 2,981 214 (3) (23) - 3,166
Unrealised gain on
revaluation of investment
property - 280 - - - - 280
Realised profit on
revaluation of investment
property - - 637 (6) - - 631
Unrealised loss on
revaluation of investments - - - - - - -
-------------
(Loss)/profit from
operations (3) 3,261 851 (9) (23) - 4,077
Finance income - - - - - - -
Finance costs - (2) (86) - - - (88)
Dividend received - 115 - - - - 115
Share of associate - - - - - - -
------------- ---------- -------------- --------- --------- ------------- --------
(Loss)/profit before
tax (3) 3,374 765 (9) (23) - 4,104
============= ========== ============== ========= ========= ============= ========
Six months ended 30
June 2020
Revenue from services - 4,793 157 - - - 4,950
============= ========== ============== ========= ========= ============= ========
Trading profit/(loss) (6) 943 76 (3) 12 - 1,022
Unrealised gain on
revaluation of investment
property - - 279 - - - 279
Realised profit on
revaluation of investment
property - - - - - - -
Unrealised loss on
revaluation of investments - (262) - (103) - - (365)
-------------
(Loss)/profit from
operations (6) 681 355 (106) 12 - 936
Finance income 2 2 4 3 8 - 19
Finance costs - (4) (16) - - - (20)
Dividend received - 45 - - - - 45
Share of associate - - - - - - -
------------- ---------- -------------- --------- --------- ------------- --------
(Loss)/profit before
tax (4) 724 343 (103) 20 - 980
============= ========== ============== ========= ========= ============= ========
9 months to 30 September
2020
Revenue from services - 7,664 288 - - - 7,952
============= ========== ============== ========= ========= ============= ========
Trading (loss)/profit (15) 1,992 230 (6) (48) - 2,153
Unrealised gain on
revaluation of investment
property - - 843 - - - 843
Realised profit on
revaluation of investment
property - - 415 - - - 415
Unrealised loss on
revaluation of investments
held at fair value
through profit and
loss - (201) - (13) - - (214)
-------------
(Loss)/profit from
operations (15) 1,791 1,488 (19) (48) - 3,197
Finance income 2 2 5 3 7 - 19
Finance costs - (5) (57) - - - (62)
Dividend (paid)/received - (2,861) - - 3,000 - 139
Share of associate (60) - - - - - (60)
------------- ---------- -------------- --------- --------- ------------- --------
(Loss)/profit before
tax (73) (1,073) 1,436 (16) 2,959 - 3,233
============= ========== ============== ========= ========= ============= ========
Total net assets
Six months ended 31
March 2021 9,707 12,339 5,468 516 36,160 (1,036) 63,154
Six months ended 30
June 2020 9,776 11,741 3,953 438 34,116 (1,054) 58,970
9 months to 30 September
2020 9,710 9,404 4,864 525 37,696 (1,059) 61,140
============= ========== ============== ========= ========= ============= ========
5. Taxation
Current taxation charge is recognised based on management's best
estimate of the weighted average annual tax rate expected for the
full financial year and after considering losses carried forward
from previous years. Deferred taxation is calculated based on
management's best estimate of future taxation rates.
The taxation charge for the six month period to 31 March 2021,
six month period to 30 June 2020 and nine month period to 30
September 2020 are as follows:
Six months
ended 31
March 2021
Six months
ended 30 9 months
June 2020 to 30 September
(unaudited) (unaudited) 2020 (audited)
GBP'000 GBP'000 GBP'000
UK corporation tax on profit
for the period 1,458 202 571
Adjustments in respect of prior
periods (25) 21 -
Deferred tax - origination
and reversal of timing differences (756) - 115
------------- ------------- -----------------
Tax on profit on ordinary activities 677 223 686
============= ============= =================
6. Profit per share
The calculation of the basic profit per share for the six months
ended 31 March 2021 (six months ended 30 June 2019; nine month
period ended 30 September 2020) is based on the profits
attributable to the shareholders of Sigma Capital Group plc divided
by the weighted average number of shares in issue during the
year.
Weighted
Profit attributable average Basic earnings
to shareholders number of per share
GBP'000 shares Pence
Six month period ended 31 March
2021 3,427 89,619,726 3.82
Six month period ended 30 June
2020 757 89,521,919 0.85
Nine month period ended 30
September 2020 2,547 89,528,727 2.84
-------------------- ----------- ---------------
Diluted earnings per share is calculated by adjusting the
weighted average number of ordinary shares in issue on the
assumption of conversion of all dilutive potential ordinary shares.
The Company has only one category of dilutive ordinary shares,
those share options granted where the exercise price is less than
the average price of the Company's shares during the period.
Diluted earnings per share is calculated by dividing the same
profit attributable to equity holders of the Company as above by
the adjusted number of ordinary shares in issue during the six
months ended 31 March 2021 of 92,045,732 (six months to 30 June
2020: 90,292,246; nine months to 30 September 2020: 90,718,190).
For the period ended 31 March 2021, the diluted earnings per share
was 3.72 pence (six months to 30 June 2020: 0.84 pence, nine months
to 30 September 2020: 2.81 pence).
7. Net assets
Net Issued Net assets
assets shares per share
GBP'000 Number Pence
Six month period ended 31 March
2021 63,154 89,658,666 70.4
Six month period ended 30 June
2020 58,970 89,537,956 65.9
Nine month period ended 30
September 2020 61,140 89,552,956 68.3
-------- ----------- -----------
8. Cash used in operations
Six months Six months
ended ended
9 months
31 March 30 June to 30 September
2021 2020 2020
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Total comprehensive income
for the period 3,683 183 2,106
Adjustments for:
Share-based payments 67 31 67
Depreciation 52 18 35
Finance costs net of finance
income 88 1 43
Dividends received (115) (45) (139)
Fair value (gain)/loss on financial
assets held at fair value through
profit or loss (274) 365 214
Share of associate profit - - 60
Unrealised gain on revaluation
of investment property (637) (279) (843)
Realised gain on sale of investment
property - - (415)
Fair value loss on financial
assets held at fair value through
OCI (256) 574 441
Deferred tax posted directly
to reserves - - 198
Changes in working capital:
Decrease in trade and other
receivables 2,127 1,374 645
Increase in trade and other
payables (432) (3,796) (3,701)
------------- ------------- -----------------
Cash flows from operating activities 4,303 (1,574) (1,289)
============= ============= =================
9. Copies of the interim financial statements
The Half Yearly Report 2021 is available on the Company's
website ( www.sigmacapital.co.uk ).
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END
IR FLFLTREIVFIL
(END) Dow Jones Newswires
June 24, 2021 02:00 ET (06:00 GMT)
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