Interim / Quarterly Report • Jul 20, 2022
Interim / Quarterly Report
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CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 31 MARCH 2022
30851 – 28 April 2022 9:37 am – proof 2
www.cardiff-property.com Stock code: CDFF
The Group, including Campmoss, specialises in property investment and development in the Thames Valley. The total portfolio under management, valued in excess of £22m, is primarily located to the west of London, close to Heathrow Airport and in Surrey and Berkshire.
| Six months 31 March 2022 (Unaudited) |
Six months 31 March 2021 (Unaudited) |
Year 30 September 2021 (Audited) |
||
|---|---|---|---|---|
| Net assets | £'000 | 29,059 | 28,818 | 28,442 |
| Net assets per share | £ | 26.30 | 24.43 | 25.49 |
| Profit before tax | £'000 | 1,083 | 365 | 1,259 |
| Earnings per share (basic and diluted) | pence | 91.03 | 25.96 | 91.91 |
| Interim/total dividend proposed per share | pence | 5.5 | 5.0 | 18.5 |
| Gearing | % | Nil | Nil | Nil |
30851 – 28 April 2022 9:37 am – proof 2
Confidence has returned to the Thames Valley property market with a marked increase in new letting enquiries.
Business and Warehouse space has been particularly sought after as distributors and suppliers change their method of product delivery to the marketplace. For the last six months rentals in this sector have seen an increase of up to 10%.
Small business units, typically with industrial warehouse use on the ground floor and offices on the upper floor, have also attracted renewed interest.
Demand for retail space remains subject to the evolving change in shopping habits and the continuing advance in internet shopping. Despite all these difficulties, well-known high street food outlets have performed well over the past two years.
As tenants return to their offices, enquiries have increased over recent months and several new office leases have been completed. Rental levels have remained unchanged with the lease term being between 3 and 7 years occasionally including a tenant's break and with rental linked to increases in the Retail Price Index.
The Group's policy of maintaining a close liaison with tenants has proved successful. Where necessary a deferment of rent was agreed together with monthly rather than quarterly payments.
During the year several commercial leases due to expire were renewed and as at the time of writing this report a number of new lettings are in solicitors' hands.
The Thames Valley residential sales market remains buoyant as indicated by the Group's development of 52 luxury apartments at Woking 90% of which are now sold achieving levels above those originally budgeted for. The residential lettings market remains firm.
30851 – 28 April 2022 9:37 am – proof 2
For the 6 months ending 31 March 2022 profit before tax amounted to £1.08m (March 2021: £0.37m; year ended September 2021: £1.26m). This figure includes an after-tax profit from Campmoss Property Company Limited ("Campmoss") our 47.62% joint venture of £0.66m (March 2021: £0.04m; year ended September 2021: £0.07m). During the first half of the year the company received a dividend of £1.0m (March 2021: £nil; September 2021 £0.50m) from its investment in Campmoss.
Revenue for the 6 months to 31 March 2022 represented by rental income, totalled £0.35m (March 2021: £0.32m : September 2021: £0.60m). The Group's share of revenue from Campmoss was £7.75m (March 2021: £0.29m; September 2021: £0.60m), represented by rental income of £0.28m (March 2021: £0.29m; September 2021: £0.60m) and property sales of £7.47m (March 2021: £nil, September 2021: £nil). Rental income and sales figures for Campmoss are not included in Group revenue.
Net assets of the group as at 31 March 2022 were £29.06m (March 2021: £28.82m; September 2021: £28.44m), equivalent to £26.30 per share (March 2021: £24.45; September 2021: £25.49). The Company's share of net assets in Campmoss, included on the Group balance sheet, amounted to £15.55m (March 2021: £16.36m; September 2021: £15.90m). Cash balances are held on short term deposit and at the half year the company had nil gearing (March 2021: £nil, September 2021: £nil).
The directors are of the opinion that on balance, other than as mentioned in this report, there are no material changes in the investment value of the Group's portfolio as at 31 March 2022.
The freehold investment properties held by Cardiff will be professionally valued at 30 September 2022.
During the 6 months to 31 March 2022 the company purchased 10,969 ordinary shares (March 2021: 22,750 ordinary shares; year ended September 2021: 78,525 ordinary shares) for cancellation. There have been no material events or material changes in assets, liabilities, or related party relationships since 30 September 2021.
Current IFRS accounting recommends that deferred tax is chargeable on the difference between the indexed cost of properties and quoted investments and their current market value. However, current IFRS accounting does not require the same treatment in respect of the group's unquoted investments in Campmoss Property, the 47.62% owned joint venture, which represent a substantial part of the company's net assets.
Whilst provision is made in Campmoss accounts for deferred tax, should the shares held in Campmoss be disposed of, for indicative purposes, based on the value in the company's balance sheet at 31 March 2022 this would result in a tax liability of £3.89m (March 2021: £3.11m; September 2021: £3.9m) equivalent to £3.52 per share (March 2021: £2.65; September 2021: £3.56) calculated using a tax rate of 25% (March 2021: 19%; September 2021: 25%). This information is provided to shareholders as an additional, non-statutory, disclosure.
30851 – 28 April 2022 9:37 am – proof 2
The directors have declared an interim dividend of 5.5p (interim March 2021: 5.0p; final September 2021: 13.5p) an increase of 10% which will be paid on 30 June 2022 to shareholders on the register at 27 May 2022.
The Group's freehold property portfolio, including those held by Campmoss, is primarily located in the Thames Valley and the counties of Surrey, Berkshire and Buckinghamshire.
The Windsor Business Centre, Windsor, comprises 4 business units all of which are let on medium term leases inclusive of a development break clause. The property recently received planning consent for a new 20,000 sq. ft. office scheme. Agents have been retained to seek pre-lettings with the final scheme currently under further discussion with our architects. Commencement of this development will depend on securing suitable lettings.
Maidenhead Enterprise Centre, Maidenhead, comprises 6 individual business units totalling 14,000 sq. ft. All units are let on a mixture of short and medium term leases. One lease is due to expire at the end of the financial year.
The White House, Egham, comprises 5 ground floor retail units with air-conditioned offices on the first floor. The building is located in the historical town of Egham, Surrey with a prominent location on the High Street. A vacant retail unit was recently let achieving a small increase in rental and a new lease completed for part of the upper floor offices. Agents are retained to market the remaining space.
Cowbridge Road, Cardiff, comprises a commercial property on 2 floors and is currently let on a short term lease to the Royal Mail, for use as a sorting centre. Planning permission has been granted for a new 20 apartment residential building with retail on the ground floor and negotiations for a freehold sale are currently in progress.
Heritage Court, Egham, comprises 4 fully let retail units. The upper floor residential units were previously sold on long leaseholds. The adjoining freehold office is occupied by the company.
The Campmoss portfolio provides a range of office, retail and residential properties in Burnham, Bracknell and Maidenhead.
The development of 52 luxury apartments at Britannia Wharf, Woking has recently completed with 47 apartments sold at the half year. Gross sales revenues are expected to be higher than originally targeted. The scheme was undertaken through a joint venture with a local Surrey based developer.
Market Street, Bracknell, comprises 4 adjacent buildings which include a total of 33 retail units and 17 individual apartments on the upper floors of two of the buildings. The majority of retail units are let on medium term leases and the retained apartments are all let on Assured Shorthold Tenancy Agreements which are also available for sale.
Highway House, Maidenhead retains planning permission for a new 48,000 sq. ft. gross Grade A office scheme. The commencement of construction will be subject to achieving prelettings which have so far proved unsuccessful. An updated office scheme is currently being prepared and separately a residential scheme is under discussion with the local authority. The cleared site is currently let as a car park to an adjoining office user.
The Priory Business Centre, Stomp Road, Burnham, comprising 9,000 sq. ft. has recently achieved a number of new lettings. The adjacent office block of 17,000 sq. ft. is partly occupied, and agents have been appointed to market the unoccupied space. A planning application for a care home, retaining the existing Business Centre, was recently refused and new plans are being prepared for further submission.
The management of our buildings and tenants is very important to the Group's ongoing success and I would take this opportunity of thanking our small management team and Joint Venture partner for their hard work and continued support.
The Company has entered into a written and legally binding Relationship Agreement with myself, its controlling shareholder, to address the requirements of LR9.2.2AR of the Listing Rules.
As mentioned in this report the Thames Valley property market continues to improve although the prospect of high inflation and a squeeze on real incomes should not be overlooked. Concerns remain as to the size of government debt and the effect on the market and the economy of further increases in interest rates.
The Group will continue to manage and develop its existing portfolio and seek new opportunities.
I look forward to reporting further at the year end.
Chairman 28 April 2022
| Six months 31 March 2022 (Unaudited) £'000 |
Six months 31 March 2021 (Unaudited) £'000 |
Year 30 September 2021 (Audited) £'000 |
|
|---|---|---|---|
| Revenue | 348 | 322 | 596 |
| Cost of sales | (22) | (48) | (33) |
| Gross profit | 326 | 274 | 563 |
| Administrative expenses | (274) | (258) | (502) |
| Other operating income | 346 | 280 | 553 |
| Operating profit before gains on investment properties and other investments Fair value movement on revaluation of investment |
398 | 296 | 614 |
| properties | – | – | 513 |
| Operating profit | 398 | 296 | 1,147 |
| Financial income | 25 | 28 | 54 |
| Financial expense | (4) | – | (9) |
| Share of results of Joint Venture | 664 | 41 | 67 |
| Profit before taxation | 1,083 | 365 | 1,259 |
| Taxation | (73) | (57) | (181) |
| Profit for the period attributable to equity holders | 1,010 | 308 | 1,078 |
| Earnings per share on profit for the period – pence | |||
| Basic and diluted | 91.03 | 26.0 | 91.91 |
| Final 2021 paid 13.5p (2020: 12.8p) | 149 | 152 | 152 |
| Interim 2021 paid 5.0p | – – 59 |
||
| 149 | 152 | 211 | |
| Final 2021 proposed 13.5p | – | – | 151 |
| Interim 2022 proposed 5.5p (2021: 5.0p) | 61 | 59 | – |
| 61 | 59 | 151 |
These results relate entirely to continuing operations. There were no acquisitions or disposals during these periods.
for the six months ended 31 March 2022
| Six months | Six months | Year | |
|---|---|---|---|
| 31 March | 31 March | 30 September | |
| 2022 | 2021 | 2021 | |
| (Unaudited) | (Unaudited) | (Audited) | |
| £'000 | £'000 | £'000 | |
| Profit for the financial period | 1,010 | 308 | 1,078 |
| Items that cannot be reclassified subsequently to profit or loss |
|||
| Revaluation of investments | (19) | (19) | 8 |
| Items that may be reclassified subsequently to profit or loss |
|||
| Revaluation of other properties | – | – | (21) |
| Total comprehensive income and expense for the period attributable to equity holders of the |
|||
| parent company | 991 | 289 | 1,065 |
at 31 March 2022
| 31 March 2022 (Unaudited) £'000 |
31 March 2021 (Unaudited) £'000 |
30 September 2021 (Audited) £'000 |
|
|---|---|---|---|
| Non-current assets | |||
| Freehold investment properties | 5,956 | 5,410 | 5,968 |
| Property, plant and equipment | 241 | 230 | 240 |
| Right of use asset | 150 | 165 | 155 |
| Investment in Joint Venture | 15,554 | 16,364 | 15,890 |
| Other financial assets | 1,054 | 1,076 | 1,073 |
| Total non-current assets | 22,955 | 23,245 | 23,326 |
| Current assets | |||
| Stock and work in progress | 689 | 688 | 689 |
| Trade and other receivables | 182 234 |
140 | |
| Held to maturity cash deposits | 1,088 | 1,054 | 1,907 |
| Cash and cash equivalents | 5,192 | 4,696 | 3,594 |
| Total current assets | 7,151 | 6,672 | 6,330 |
| Total assets | 30,106 | 29,917 | 29,656 |
| Current liabilities | |||
| Trade and other payables | (511) | (635) | (752) |
| Corporation tax | (240) | (236) | (158) |
| Total current liabilities | (751) | (871) | (910) |
| Non-current liabilities | |||
| Lease liability | (175) | (184) | (178) |
| Deferred tax liability | (121) | (63) | (126) |
| Total non-current liabilities | (296) | (247) | (1,214) |
| Total liabilities | (1,047) | (1,118) | (1,214) |
| Net assets | 29,059 | 28,799 | 28,442 |
| Equity | |||
| Called up share capital | 221 | 234 | 223 |
| Share premium account | 5,076 | 5,076 | 5,076 |
| Other reserves | 2,461 | 2,461 | 2,478 |
| Investment property revaluation reserve | 1,814 | 1,273 | 1,814 |
| Retained earnings | 19,487 | 19,755 | 18,851 |
| Shareholders' funds attributable to equity holders | 29,059 | 28,799 | 28,442 |
| Net assets per share | £26.30 | £24.43 | £25.49 |
OF CASH FLOWS for the six months ended 31 March 2022
| Six months 31 March 2022 |
Six months 31 March 2021 |
Year 30 September 2021 |
|
|---|---|---|---|
| (Unaudited) £'000 |
(Unaudited) £'000 |
(Audited) £'000 |
|
| Cash flows from operating activities | |||
| Profit for the period | 1,010 | 308 | 1,078 |
| Adjustments for: | |||
| Depreciation right of use assets | 5 | – | 10 |
| Financial income | (25) | (28) | (54) |
| Financial expense | 4 | – | 9 |
| Share of profit of Joint Venture | (664) | (41) | (67) |
| Fair value movement on revaluation on of investment | |||
| properties | – | – | (533) |
| Taxation | 73 | 57 | 181 |
| Cash flows from operations before changes in working capital |
403 | 296 | 624 |
| Acquisition of inventory and work in progress | – | – | (1) |
| (Increase)/decrease in trade and other receivables | (42) | 4 | 97 |
| (Decrease)/increase in trade and other payables | (241) | 106 | 223 |
| Cash generated from operations | 120 | 406 | 943 |
| Tax paid | – | 97 | (43) |
| Net cash flows from operating activities | 120 | 503 | 900 |
| Cash flows from investing activities | |||
| Interest received | 30 | 22 | 49 |
| Dividend from Joint Venture | 1,000 | – | 500 |
| Acquisition/(write down) of investments, and property, plant and equipment |
11 | (19) | (45) |
| Acquisition of investments | – | (169) | (169) |
| Proceeds from sale of investment property | – | 462 | 462 |
| Decrease/(increase) in held term deposits | 818 | 694 | (159) |
| Net cash flows from investing activities | 1,859 | 990 | 638 |
| Cash flows from financing activities | |||
| Purchase of own shares | (225) | (418) | (1,492) |
| Lease payments | (7) | – | (14) |
| Dividends paid | (149) | (152) | (211) |
| Net cash flows from financing activities | (381) | (570) | (1,717) |
| Net increase/(decrease) in cash and cash | |||
| equivalents | 1,598 | 923 | (179) |
| Cash and cash equivalents at beginning of period | 3,594 | 3,773 | 3,773 |
| Cash and cash equivalents at end of period | 5,192 | 4,696 | 3,594 |
| Share capital £'000 |
Share premium account £'000 |
Other reserves £'000 |
Investment property revaluation reserve £'000 |
Retained earnings £'000 |
Total equity £'000 |
|
|---|---|---|---|---|---|---|
| At 1 October 2020 as previously stated |
239 | 5,076 | 2,475 | 3,139 | 18,170 | 29,099 |
| Prior year adjustment | – | – | – | – | (19) | (19) |
| At 1 October 2020 restated | 239 | 5,076 | 2,475 | 3,139 | 18,151 | 29,080 |
| Profit for the period | – | – | – | – | 308 | 308 |
| Other comprehensive income – revaluation of investments |
– | – | (19) | – | – | (19) |
| Transactions with equity holders | ||||||
| Dividends | – | – | – | – | (152) | (152) |
| Purchase of own shares | (5) | – | 5 | – | (418) | (418) |
| Total transactions with equity holders | (5) | – | 5 | – | (570) | (570) |
| Transfer on revaluation of investment properties - Cardiff |
– | – | – | (266) | 266 | – |
| Transfer on revaluation of investment properties - Campmoss |
– | – | – | (1,600) | 1,600 | – |
| At 31 March 2021 restated | 234 | 5,076 | 2,461 | 1,273 | 19,755 | 28,799 |
| Profit for the period | – | – | – | – | 770 | 770 |
| Other comprehensive income - revaluation of investments |
– | – | (2) | – | – | (2) |
| Revaluation of other property | – | – | 8 | – | – | 8 |
| Transactions with equity holders | ||||||
| Dividends | – | – | – | – | (59) | (59) |
| Purchase of own shares | (11) | – | 11 | – | (1,074) | (1,074) |
| Total transactions with equity holders | (11) | – | 11 | – | (1,133) | (1,133) |
| Transfer on revaluation of investment properties - Cardiff |
– | – | – | 533 | (533) | – |
| Transfer on revaluation of investment properties - Campmoss |
– | – | – | 8 | (8) | – |
| At 30 September 2021 | 223 | 5,076 | 2,478 | 1,814 | 18,851 | 28,442 |
| Profit for the period | – | – | – | – | 1,010 | 1,010 |
| Other comprehensive income – revaluation of investments |
– | – | (19) | – | – | (19) |
| Transactions with equity holders | ||||||
| Dividends | – | – | – | – | (149) | (149) |
| Purchase of own shares | (2) | – | 2 | – | (225) | (225) |
| Total transactions with equity holders | (2) | – | 2 | – | (374) | (374) |
| At 31 March 2022 | 221 | 5,076 | 2,461 | 1,814 | 19,487 | 29,059 |
for the six months ended 31 March 2022
The directors are responsible for preparing the condensed consolidated interim financial statements for the six months ended 31 March 2022 and they confirm, to the best of their knowledge and belief, that:
30851 – 28 April 2022 9:37 am – proof 2
J Richard Wollenberg, Chairman Karen L Chandler, Finance director Nigel D Jamieson, Independent non-executive director
28 April 2022
for the six months ended 31 March 2022
This condensed set of financial statements has been prepared in accordance with IAS 34 - Interim Financial Reporting in conformity with the requirements of The Companies Act 2006. The condensed set of financial statements are unaudited.
The annual financial statements of the Group are prepared in accordance with UK-adopted international accounting standards and as applied in accordance with the provisions of the Companies Act 2006. As required by the Disclosure and Transparency Rules of the Financial Conduct Authority, the condensed set of financial statements has been prepared applying the accounting policies and presentation that were applied in the preparation of the Group's published consolidated financial statements for the year ended 30 September 2021.
The comparative figures for the financial year ended 30 September 2021 are not the Group's statutory accounts for that financial year. Those accounts have been reported on by the Group's auditor and delivered to the registrar of companies. The report of the auditor was: unqualified; did not give any reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report; and did not contain a statement under sections 498 (2) or (3) of the Companies Act 2006.
The condensed consolidated interim financial statements have been prepared applying the accounting policies that will be applied in the preparation of the Group's financial statements for the year ended 30 September 2022.
The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expense. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. The key areas in which estimates have been used and the assumptions applied are in valuing investment properties and properties in the joint venture, in valuing available for sale assets, in classifying properties and in the calculating of provisions.
An external, independent valuer, having an appropriate recognised professional qualification and recent experience in the location and category of property being valued, values the company's property portfolio at the end of each financial year. The directors of the joint venture value its portfolio each year; such valuation takes into account yields on similar properties in the area, vacant space and covenant strength. The directors of the group and joint venture review the valuations for the interim financial statements.
A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event and it is probable that an outflow of economic benefit will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.
The Group has sufficient financial resources to enable it to continue in operational existence for the foreseeable future, to complete the current maintenance and development programme and meet its liabilities as they fall due. Accordingly, the directors consider it appropriate to continue to adopt the going concern basis in preparing these interim financial statements.
The Group manages its operations in two segments, being property and other investment and property development. Property and other investment relate to the results for The Cardiff Property Company Limited where properties are held as investment property with property development relating to the results of First Choice Estates Plc and Thames Valley Retirement Homes Limited. The results of these segments are regularly reviewed by the Board as a basis for the allocation of resources, in conjunction with individual site investment appraisals, and to assess their performance. Information regarding the results and net operating assets for each reportable segment are set out below:
| Property and other investment £'000 |
Property Development £'000 |
Eliminations £'000 |
Six months 31 march 2022 (Unaudited) Total £'000 |
|
|---|---|---|---|---|
| Rental income (wholly in the UK) |
241 | 107 | – | 348 |
| Profit before taxation | 962 | 121 | – | 1,083 |
| Net operating assets | ||||
| Assets | 27,074 | 4,882 | (1,850) | 30,106 |
| Liabilities | (2,680) | (217) | 1,850 | (1,047) |
| Net assets | 24,304 | 4,665 | – | 29,059 |
| Property and other investment £'000 |
Property Development £'000 |
Eliminations £'000 |
Six months 31 March 2021 (Unaudited) Total |
|
| Revenue (wholly in the UK) | 230 | 92 | – | 322 |
| Profit before taxation | 260 | 105 | – | 365 |
| Net operating assets | ||||
| Assets | 26,913 | 4,808 | (1,969) | 29,752 |
| Liabilities | (2,648) | (255) | 1,969 | (934) |
| Net assets | 24,265 | 4,553 | – | 28,818 |
| Property and other investment £'000 |
Property Development £'000 |
Eliminations £'000 |
Year September 2021 (Audited) Total £'000 |
|
| Rental income (wholly in the |
| UK) | 434 | 162 | – | 596 |
|---|---|---|---|---|
| Property sales | 462 | – | – | 462 |
| Profit before taxation | 1,096 | 163 | – | 1,259 |
| Net operating assets | ||||
| Assets | 26,607 | 4,851 | (1,802) | 29,656 |
| Liabilities | (2,765) | (251) | 1,802 | (1,214) |
| Net assets | 26,607 | 4,851 | (1,802) | 29,656 |
"Eliminations" relate to inter segment transactions and balances which cannot be specifically allocated but are eliminated on consolidation. The operations of the Group are not seasonal.
for the six months ended 31 March 2022
The tax position for the six-month period is estimated on the basis of the anticipated tax rates applying for the full year.
The interim dividend of 5.5p per share will be paid on 30 June 2022 to shareholders on the register on 27 May 2022. Under accounting standards this dividend is not included in the condensed consolidated interim financial statements for the six months ended 31 March 2022.
Earnings per share has been calculated using the profit after tax for the period of £1,010,000 (March 2021: £308,000; year ended September 2021: £1,078,000) and the weighted average number of shares as follows:
| Weighted average number of shares | |||
|---|---|---|---|
| 31 March 2022 (Unaudited) |
31 March 2021 (Unaudited) |
30 September 2021 (Audited) |
|
| Basic and diluted | 1,109,477 | 1,188,434 | 1,172,532 |
| Earnings per share (p) | 91.03 | 25.96 | 91.91 |
J Richard Wollenberg Chairman and chief executive
Karen L Chandler FCA Finance director
Nigel D Jamieson BSc, FCSI Independent non-executive director
SECRETARY Karen L Chandler FCA
Derek M Joseph BCom, FCIS
56 Station Road Egham, TW20 9LF Telephone: 01784 437444 Fax: 01784 439157 E-mail: [email protected] Web: www.cardiff-property.com
56 Station Road Egham, TW20 9LF AUDITOR PKF Littlejohn LLP
Shore Capital
BANKERS HSBC Bank plc
Blake Morgan LLP Charsley Harrison LLP
Neville Registrars Limited Neville House Steelpark Road Halesowen B62 8HD Telephone: 0121 585 1131
00022705
30851 – 28 April 2022 9:37 am – proof 2
| 2022 | 28 April | Interim results for 2022 announced |
|---|---|---|
| 26 May | Ex-dividend date for interim dividend | |
| 27 May | Record date for interim dividend | |
| 30 June | Interim dividend to be paid | |
| 30 September | End of accounting year | |
| December | Final results for 2022 announced | |
| 2023 | January | Annual General Meeting |
February Final dividend to be paid
56 Station Road, Egham Surrey TW20 9LF Tel: 01784 437444 Fax: 01784 439157 www.cardiff-property.com
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