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Trident Estates Plc Interim / Quarterly Report 2018

May 23, 2018

2048_rns_2018-05-23_9b3ee45a-604a-47cf-b8ce-22ca3820b751.pdf

Interim / Quarterly Report

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COMPANY ANNOUNCEMENT

The following is a Company Announcement issued by Trident Estates plc (the "Company") pursuant to the Malta Financial Services Authority Listing Rules Chapter 5.

Quote

The Board of Directors of Trident Estates plc (the "Company") has on Wednesday, 23 May 2018 met and approved for publication the financial statements of the Company for the year ended 31 January 2018, and resolved to propose the same for the approval of the shareholders at the forthcoming Annual General Meeting of the Company to be held on 27 June 2018. A Preliminary Statement of Annual Results for the year ended 31 January 2018, audited by PricewaterhouseCoopers and approved by the Board of Directors on 23 May 2018, is attached herewith and is available to the public on http://tridentestatesplc.com/financial-information/.

Unquote

Kenneth C. Pullicino Company Secretary

23 May 2018

TRIDENT ESTATES PLC Preliminary Statement of Annual Results FOR THE YEAR ENDED 31 JANUARY 2018

Review of the business

TRADING PERFORMANCE

The Board of Directors is pleased to announce the Trident Group's (hereinafter "Trident") financial results for the year ended 31 January 2018.

Trident generated a profit before tax of €437,000, compared to a profit before tax of €5,081,000 registered during the previous year. Fair value gains of €165,000 recorded in the current year under review were significantly lower than the increase in the fair value of investment property held by the Group amounting to €4,667,000 included in the accounts for the year ended 31 January 2017. Revenues from rental income increased by 9.5% and stood at €796,000 (2017: €727,000) following the renegotiation of the lease agreements with Food Chain effective 1 February 2017. Going forward, revenues are expected to increase following the acquisition of the control over the remaining 50% of the share capital of Sliema Fort Company Limited. Administrative expenses, primarily relating to payroll costs, increased compared to last year to reflect the new organisational setup of the Group.

In 2014 the board of Simonds Farsons Cisk plc (hereinafter "SFC") confirmed its intent to hive off the property interests from the other business activities, and eventually spin-off this segment into a separate and distinct public company. The restructuring process was completed during 2017 after SFC's shareholders approved the spin-off of Trident during the Annual General Meeting held in June 2017. The entire shareholding held by SFC in Trident was transferred to SFC's shareholders as an interim dividend settled 'in kind' pro rata to the number of shares held on 21 December 2017.

Following the approval of the Prospectus by the Listing Authority and published on 18 December 2017, an application was made to the Listing Authority and the Malta Stock Exchange for admission of the Company's ordinary shares (the

"Shares") to listing on the Malta Stock Exchange. The Shares were subsequently listed on the Malta Stock Exchange on 30 January 2018 and trading commenced on the following day.

INVESTMENTS AND PROPERTY INTERESTS The principal highlight of the year was the acquisition of the Farsons Brewery façade. On 7 December 2017, the Board of the Planning Authority unanimously approved the permit for the creation of a business park along Mdina Road, Mrieħel consisting of International Grade A offices with landscaped courtyards, a naturally ventilated multi-level car park for approximately 700 cars, conference facilities and a gymnasium, which will be known as Trident Park. This €45 million development project will seek to include the transformation of a listed industrial building while following best practice in terms of environmentally sustainable design and aiming for BREEAM excellent certifications. The design has been crafted to produce an architecture that complements and enhances the scheduled portico as well as the memory of the industrial heritage and will provide high quality contemporary work spaces. The civil works contract has been awarded and development works commenced. The project is scheduled to be completed within 3 years.

The Company's three principal shareholder groups have signed an undertaking agreement to take up their proportional share of a two-stage rights issue of €15 million planned for 2019/2020 which will part-finance the development along with bank funding that has been secured.

Trident also divested itself of one property and entered into promise of sale agreements to acquire the remaining shareholding in Sliema Fort Company Limited and the utile dominium of a property from Food Chain Limited.

INFLUENCING FACTORS AND PERFORMANCE The lease agreements with Food Chain were renegotiated and renewed on an arm's length basis. The agreements regulate terms typical of lease arrangements such as duration of the lease, use of premises, improvements and alterations, and rent payable.

CONDENSED STATEMENTS OF FINANCIAL POSITION GROUP COMPANY
2018 2017 2018 2017
€'000 €'000 €'000 €'000
(RESTATED)
ASSETS
Non-current assets 33,061 21,969 9,718 13,818
Current assets
Assets classified as held for sale
6,668
3,613
2,545
18,738
10,200
3,654
8,640
Total assets 39,729 28,127 38,656 26,112
EQUITY AND LIABILITIES
Capital and reserves attributable to owners of the company 37,054 23,538 34,659 21,487
Non-current liabilities 2,378 1,742 918 1,114
Current liabilities 297 2,516 2,059 2,516
Liabilities directly attributable to non-current assets held for sale 331 1,020 995
Total liabilities 2,675 4,589 3,997 4,625
Total equity and liabilities 39,729 28,127 38,656 26,112
CONDENSED INCOME STATEMENTS GROUP COMPANY
2018 2017 2018 2017
€'000 €'000 €'000 €'000
(RESTATED)
Revenue 796 727 692 634
Cost of sales (79) (106) (41) (43)
Gross profit 717 621 651 591
Administrative expenses (461) (51) (460) (64)
Operating profit 256 570 191 527
Fair value gains on investment property 165 4,667 3,957
(Loss)/gain on disposal of subsidiaries (61) 293
Net income on acquisition of investment 11
Share of results of associate 20 (23)
Finance income 41 22 41 50
Finance costs (56) (94) (56) (94)
Profit before tax 437 5,081 176 4,733
Tax income/(expense) 76 (724) (7) (555)
Profit for the year 513 4,357 169 4,178
Earnings per share for the year attributable
to shareholders €0.045 €0.907
CONDENSED STATEMENTS OF CASH FLOWS GROUP COMPANY
2018 2017 2018 2017
€'000 €'000 €'000 €'000
(RESTATED)
Net cash generated from/(used in) operating activities
Net cash (used in)/generated from investing activities
Net cash generated from financing activities
Net movement in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
2,362
(9,157)
13,003
6,208
20
6,228
(626)
646

20

20
(8,382)
1,584
13,003
6,205

6,205
(626)
626



OUTLOOK FOR FINANCIAL YEAR ENDING 31 JANUARY 2019

The development of the Trident Park project will be Trident's principal focus. The civil works contract has been awarded and soft stripping of the premises was completed in April 2018. Demolition and excavation works have commenced. The procurement process for the works package on mechanical and electrical services and plant is expected to be awarded shortly.

Notes to the condensed financial statements

    1. This statement is published pursuant to the Malta Financial Services Authority Listing Rules Chapter 5 and the Prevention of Financial Markets Abuse (Disclosure and Notification) Regulations, 2005.
    1. The financial information contained herein has been extracted from the Trident Estates plc Group's audited financial statements for the year ended 31 January 2018 as approved by the Board of Directors on 23 May 2018. The accounting policies used in the preparation of the financial statements for the year ended 31 January 2018 are consistent with those used in the annual financial statements for the year ended 31 January 2017, except for the company's voluntary change in the accounting policy with respect to the subsequent measurement of investment property. These assets will be subsequently measured at fair value at the end of each reporting period. Prior to the

CONDENSED STATEMENTS OF CHANGES IN EQUITY change in accounting policy, investment property

Dividends and reserves The Board did not declare an interim dividend

and will not be recommending the payment of a final dividend.

Retained profits carried forward at the reporting date amounted to €4,841,000 (2017: €4,686,000) for the Group and €4,634,000 (2017: €4,675,000) for the Company.

BY ORDER OF THE BOARD 23 May 2018

was subsequently carried at historical cost less accumulated depreciation and accumulated impairment losses. The financial impact of this change in accounting policy comprise the retrospective recognition of a fair value gain of €10.1 million, of a deferred tax liability of €1.7 million and of the net resultant effect of €8.4 million within fair value gains reserve as at 1 February 2017. This change in accounting policy also necessitated the reversal of accumulated depreciation which amounted to €1.1 million.

    1. The Group owns and manages property for rental and investment purposes.
    1. Earnings per share at €0.045 (2017: €0.907) has been calculated by dividing the profit attributable to the equity shareholders by the weighted average number of ordinary shares in issue during

the year. The weighted average number of ordinary shares for financial year 2017 was restated to reflect the re-designation of ordinary shares.

GROUP
SHARE
CAPITAL
FAIR VALUE
GAINS RESERVE
RETAINED
EARNINGS
TOTAL
EQUITY
€'000 €'000 €'000 €'000
Balance at 31 January 2016 4,805 10,555 3,821 19,181
Profit for the year 4,357 4,357
Net transfers of fair value movements on
investment property, net of deferred tax
Net transfer of fair value movement related to
4,060 (4,060)
investment property in associate, net of deferred tax (48) 48
Transfer of fair value gains upon disposal of subsidiary (520) 520
Balance at 31 January 2017 4,805 14,047 4,686 23,538
Profit for the year 513 513
Net transfers of fair value movements on investment
property, net of deferred tax
Transfer of fair value gains upon disposal
148 (148)
of investment property 210 (210)
358 155 513
Issue of new shares
Capitalisation of amounts due to previous owners
6,500
6,503


6,500
6,503
Capitalisation of reserves 12,192 (12,192)
25,195 (12,192) 13,003
Balance at 31 January 2018 30,000 2,213 4,841 37,054
COMPANY
SHARE
CAPITAL
FAIR VALUE
GAINS RESERVE
RETAINED
EARNINGS
TOTAL
EQUITY
€'000 €'000 €'000 €'000
Balance at 1 February 2016
– as previously reported
– effect of change in accounting policy,
net of deferred tax
– as restated
4,805

4,805

8,493
8,493
3,123
888
4,011
7,928
9,381
17,309
Profit for the year
Net transfers of fair value movements on investment
property, net of deferred tax


3,514
4,178
(3,514)
4,178
Balance at 31 January 2017 4,805 12,007 4,675 21,487
Balance at 1 February 2017
– as previously reported
– effect of change in accounting policy, net of
deferred tax
– as restated
4,805

4,805

12,007
12,007
3,643
1,032
4,675
8,448
13,039
21,487
Profit for the year
Transfer of fair value gains, net of deferred tax
on disposal of investment property



210
210
169
(210)
(41)
169

169
Issue of new shares
Capitalisation of amounts due to previous owners
Capitalisation of reserves
6,500
6,503
12,192
25,195


(12,192)
(12,192)



6,500
6,503

13,003
Balance at 31 January 2018 30,000 25 4,634 34,659