XLON:CDFF ESEF Annual Report
CARDIFF PROPERTY PUBLIC LIMITED COMPANY(THE) (XLON:CDFF)
ESEF Annual Report
2022-11-23
For: 2022-09-30
View Original
Added on
October 03, 2026
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ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2022
www.cardiff-property.com
Stock code: CDFF
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OUR MISSION
The Group seeks to enhance shareholder value by
developing its property portfolio and through stragetic
acquisitions.
CONTENTS
01 Financial Highlights
02 Locations
03 Chairman’s Statement
05 Strategic Report
12 Directors and Advisers
13 Report of the Directors
15 Corporate Governance
18 Remuneration Report
22 Statement of Directors’ Responsibilities
23 Independent Auditor’s Report
27 Consolidated Income Statement
27 Consolidated Statement of Comprehensive Income
28 Consolidated Balance Sheet
29 Consolidated Cash Flow Statement
30 Consolidated Statement of Changes in Equity
31 Notes to the Financial Statements
50 Company Balance Sheet
51 Company Statement of Changes in Equity
52 Notes to the Financial Statements
56 Notice of Annual General Meeting
60 Financial Calendar
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www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2022
Stock code: CDFF
During the financial year under review the Thames Valley
property market saw a marked upturn in activity with new
lettings and investment sales reaching pre-pandemic levels.
Thelast few months have however, seen a downturn in
confidence following rising inflation worries and increases in
interest rates and building costs.
In the current economic climate, the property market will be
sensitive to economic and fiscal projections. Whilst the
Thames Valley has historically remained resilient compared to
the general market, the impact of current uncertainties cannot
be underestimated.
J. Richard Wollenberg
Chairman
FINANCIAL HIGHLIGHTS
2022 2021
Net Assets £’000 29,812 28,442
Net Assets Per Share £ 27.56 25.49
Profit Before Tax £’000 2,697 1,259
Earnings Per Share – Basic and diluted pence 218.23 91.91
Dividend Per Share pence 20.5 18.5
Gearing % Nil Nil
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Wokingham
Basingstoke
Bracknell
Woking
Guildford
Farnham
Maidenhead
Burnham
Slough
Heathrow
Central London
Windsor
Egham
Reading
The Group specialises
in property investment
and development in the
Thames Valley.
BRACKNELL
1-10 Market Street*
12 retail units on ground and first floors totalling 7,900 sq. ft.
Let primarily to local businesses and national franchisees on
medium term leases producing £194,000 p.a.
Alston House, 25 Market Street*
Development completed in 2019 – 10 retail units on ground
and first floor totalling 12,350 sq. ft. and 12 two-bedroom
apartments on the second and third floors. Nine of the retail
units are let on medium term leases producing £277,000
p.a. All apartments are let on Assured Shorthold Tenancy
Agreements.
Gowring House Apartments*
30 one and two-bedroom apartments over the five upper
floors with lift access. 25 apartments sold, five let on
Assured Shorthold Tenancy Agreements. Gowring House is
conveniently located for Bracknell railway station with direct
connections to London Waterloo and Reading and within
walking distance of the new town centre, including the
Lexicon and Peel Shopping Centre.
Gowring House Commercial*
3 ground floor retail units let on medium term leases
producing £92,000 p.a.
Westview*
Adjacent to Gowring House, eight retail units on ground and
first floors totalling 10,500 sq. ft. fully let on medium term
leases producing £229,000 p.a.
BURNHAM
The Priory*
26,000 sq. ft. headquarters office building. Including 9,000
sq. ft. used as a Business Centre and 17,000 sq. ft. on three
floors of adjacent offices. The majority of individual suites
at the Business Centre are let with one floor of the main
building currently available. Net rental currently £391,000 p.a.
estimated to increase to £511,000 when fully let.
EGHAM
Heritage Court
Four retail units let on medium term leases producing
£80,000p.a.
Station Road
Company Head Office totalling 1,450 sq. ft.
The White House
Five ground floor retail units with one floor of offices above
totalling 12,000 sq. ft. Tenants include Egham Essentials,
Woking Hospice, Shaw Trust and Riven Associates, producing
£195,000 p.a.
GUILDFORD
Tangley Place, Worplesdon*
2.5 acres, land in green belt.
MAIDENHEAD
Highway House*
Building demolished. Planning approval for a new 48,000 sq.
ft. gross B1 office scheme being updated. Agents appointed
to seek a pre-letting. Land let on short term lease for car
parking at a rental of £45,000 p.a.
Maidenhead Enterprise Centre
Six business units totalling 14,000 sq. ft. one unit currently
available current rental £146,000 p.a. rising to £170,000 p.a.
once fully let.
SLOUGH
Datchet Meadows*
Development of 37 apartments. All sold on long leases
producing ground rents of £22,000 p.a.
READING
Tilehurst
Tilehurst, Reading, vacant area of land totalling approximately
0.4 acres. Discussions with the Local Authority regarding
development are ongoing.
WINDSOR
Windsor Business Centre
Four business units totalling 9,500 sq. ft. let on short term
leases producing rental of £198,000 p.a. Planning approval for
new 20,000 sq. ft. office scheme.
*Owned by Campmoss Group our Joint Venture partner
LOCATIONS
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Wokingham
Basingstoke
Bracknell
Woking
Guildford
Farnham
Maidenhead
Burnham
Slough
Heathrow
Central London
Windsor
Egham
Reading
CHAIRMAN’S STATEMENT
Dear Shareholder,
During the financial year under review the Thames Valley
property market saw a marked upturn in activity with new
lettings and investment sales reaching pre-pandemic levels.
The last few months have however, seen a downturn in
confidence following rising inflation worries and increases in
interest rates and building costs.
In the current economic climate, the property market will
be sensitive to economic and fiscal projections. Whilst the
Thames Valley has historically remained resilient compared to
the general market, the impact of current uncertainties cannot
be underestimated.
As indicated in the review of our business activities on pages
5 and 6 the Group, including Campmoss Property Company
Limited “Campmoss” our 47.62% joint venture, completed a
number of new lettings and agreed rent increases as a result
of rent reviews.
Office rental levels remained firm over the year with lease
terms on new leases being agreed for periods of between
5-10 years. A number of our leases include increases in rent
and service charges linked to the Retail Price Index.
The majority of our retail tenants in Bracknell and Egham
remained open during the pandemic and during the year new
and existing lettings achieved marginal increases.
The Thames Valley residential market remained firm as
evidenced by the successful sale of all apartments at Britannia
Wharf, Surrey. Residential rental levels have also benefitted
from increased demand over the year.
The Company’s business units at Maidenhead, which offer
ground floor industrial use with first floor offices, achieved
small rental increases as leases expired or rents were
reviewed. Business and warehouse space in the Thames
Valley remained in demand although it should be remembered
that the trend of working from home continues to place a
strain on the office rental market.
Business units at the Windsor Business Centre, Windsor
are let on a short-term basis whilst detailed plans are being
prepared for submission.
Following the grant of planning for Affordable Housing, the
Company’s freehold property at Cowbridge Road, Cardiff, was
sold to a local Housing Association in excess of book value.
At Burnham and Maidenhead, commercial property owned by
Campmoss is let on a short-term basis whilst development
proposals are discussed with the Local Authority.
FINANCIAL
For the year to 30 September 2022, the Group profit before
tax was £2.70m (2021: £1.26m). This figure includes an
investment property value increase of £0.30m (2021: £0.53m)
for the Group and an after tax profit of £0.87m (2021: £0.07m)
from our share in Campmoss and its subsidiary. The major
contribution to the increase in Campmoss profit resulted from
the sale of all apartments at the recently completed residential
development at Britannia Wharf, Woking. The Company
also received a dividend of £3.0m (2021: £0.50m) from its
investment in Campmoss.
Revenue for the year, which represented gross rental income,
excluding Campmoss, totalled £0.70m (2021: £0.60m). The
sale of property in Cowbridge Road, Cardiff realised £1.02m.
The profit after tax attributable to shareholders for the financial
year was £2.41m (2021: £1.08m) and the earnings per share
was 218.23p (2021: 91.91p).
At the year-end, the Company’s commercial portfolio was
valued by Kempton Carr Croft at a total of £5.97m (2021:
£5.92m) this valuation excludes the Company’s freehold
office property which was also valued by Kempton Carr Croft
and is included in the balance sheet at valuation classified as
property, plant and equipment.
The increase in the value of the commercial portfolio results
from the increase in valuation less the carrying value of our
investment property at Cowbridge Road, Cardiff, as mentioned
earlier.
Property when completed and retained for re-sale is held
as stock at the lower of cost or net realisable value. At the
year-end this related to commercial property at The Windsor
Business Centre owned by First Choice Estates plc, the
Company’s wholly owned subsidiary.
The Group’s total property portfolio, including the jointly
controlled Campmoss Group, was valued at £22.3m (2021:
£34.8m). The majority of the reduction in value relates to the
sale of Britannia Wharf, Woking by Campmoss.
The Company’s share of the net assets of Campmoss Group,
after receipt of the £3.0m dividend from Campmoss Group,
was £13.76m (2021: £15.9m).
The Group’s total net assets as at the year-end were £29.81m
(2021: £28.44m) equivalent to £27.56 per share (2021: £25.49)
an increase of 8.1% over the year (2021: 4.7%). The Group,
including Campmoss, has adequate financial facilities and
resources to complete works in progress as well as the
envisaged development programme. Cash balances are held
on instant access or short-term deposit. At the year-end,
the Company had nil gearing (2021: nil). During the year the
Company purchased and cancelled 34,199 (2021: 78,525)
ordinary shares at a total cost of £0.79m (2021: £1.49m).
The Company may hold in treasury any of its own shares
purchased. This gives the Company the ability to reissue
treasury shares and provides greater flexibility in the
management of its capital base. At the year end the Company
held nil (2021 : nil) shares in treasury. Any shares purchased
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www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2022
Stock code: CDFF
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CHAIRMAN’S STATEMENT CONTINUED
by the Company not held in treasury will be cancelled and the
number of shares in issue reduced accordingly.
The Company proposes to continue its policy of purchasing its
own shares, whether to be held in treasury or to be cancelled,
and a resolution renewing the directors’ authority will be
placed before the forthcoming Annual General Meeting to be
held on 19 January 2023. This authority will only be exercised
in circumstances where the directors regard such purchases
to be in the best interests of shareholders as a whole. Full
details are available on the Company’s website www.cardiff-
property.com.
Current IFRS accounting requires that deferred tax is
recognised on the difference between, the cost of properties,
including applicable indexation and quoted investments and
their current market value. However, IFRS accounting does
not require the same treatment in respect of the Group’s
unquoted investment in Campmoss, our 47.62% owned joint
venture, which represents 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 the year-end this would result
in a tax liability of £3.44m (2021 : £3.9m) equivalent to £3.18
(2021: £3.56) per share calculated using a tax rate of 25%
(2021: 25%). This information is provided to shareholders as
an additional non-statutory disclosure.
DIVIDEND
The Directors recommend a final dividend of 15.0p per share
(2021: 13.5p) making a total dividend for the year of 20.5p
(2021: 18.5p), an increase of 10.8%. The final dividend will be
paid on 3 February 2023 to shareholders on the register at 20
January 2023.
THE PROPERTY PORTFOLIO
The Group including Campmoss continues to concentrate
its property activities in the Thames Valley, to the west of
London, close to Heathrow Airport and in Surrey, Berkshire
and Buckinghamshire. A detailed property review is set out in
the strategic report on pages 5 to 6.
During the year the Company completed lettings at Egham
and Maidenhead whilst progressing development plans at
Windsor.
Campmoss achieved new lettings at Burnham and Bracknell
whilst planning applications are being prepared in respect of
The Priory, Burnham and Highway House, Maidenhead.
Close liaison with our tenants remains a priority and
continuing arrangements allowing some of our retail tenants
to pay rental monthly rather than quarterly will remain in place.
Most of the rental invoiced over the last two quarters has
been received.
The Group (including Campmoss) total property portfolio
contains: 43% retail sector, 8% business units, 14%
residential and 35% offices (by value).
A number of property acquisitions in the Thames Valley
were considered but not progressed as asking prices were
considered to be unviable.
QUOTED INVESTMENTS
The Company retains a small portfolio of quoted short-
term retail bonds and equity investments, with the former
providing an attractive income stream. The value of the
portfolio marginally decreased over the year primarily due to a
number of bond holdings approaching their maturity date and
increases in interest rates.
The equity investments include Aquila Services Group plc
(the largest UK based affordable housing consultancy group)
and Galileo Resources plc (a mining exploration company). I
remain a Non-Executive Director of both.
RELATIONSHIP AGREEMENT
The company has entered into a written and legally
binding relationship agreement with myself, its controlling
shareholder, to address the requirements of LR9.2.2AD of the
Listing Rules.
MANAGEMENT AND TEAM
In a challenging environment the Group’s continued success
is dependent upon our small management team and our joint
venture partner. I therefore wish to take this opportunity to
thank them all for their support and achievements over the
year.
OUTLOOK
Political and economic uncertainty together with rising
inflation and increased interest rates will inevitably affect the
property market. In the short-term activity in the property
market will be limited as companies will not commit to
investment decisions until clarity can be given. The fall in
the value of the pound against other currencies will certainly
attract some overseas investors but current uncertainties will
limit their interest.
The next few months will prove challenging with events in the
UK economy eagerly watched by investors.
I look forward to reporting to you further at the half year.
J. Richard Wollenberg
Chairman
22 November 2022
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CHAIRMAN’S STATEMENT CONTINUED STRATEGIC REPORT
The Directors present their Strategic Report on the Group for
the year ended 30 September 2022.
REVIEW OF OUR BUSINESS
The Group specialises in property investment and
development in the Thames Valley. The portfolio under
management, including the total value of properties owned
by our 47.62% Joint Venture, Campmoss Property Company
Limited (and its subsidiary), is valued at the year-end at
£22.3m. The Group’s methodology is to acquire sites which,
generally, have difficult planning considerations and use its
expertise to add value by achieving planning and developing
out the sites. The Group’s business model is to grow by
managing its existing freehold property portfolio and rapid
response to opportunities as they arise and is focused on the
long term.
PROPERTY PORTFOLIO UNDER MANAGEMENT
The total property portfolio below includes 100% of the assets
of our jointly controlled Campmoss Group:
2022
£’000
2021
£’000
Cardiff Group
Investment properties 5,985 5,968
Own use freehold property 300 240
Inventory 694 689
6,979 6,897
Campmoss Group
Investment properties 12,336 11,851
Inventory 2,999 16,112
15,335 27,963
Total 22,314 34,860
THE CARDIFF PROPERTY PLC PORTFOLIO
The Windsor Business Centre, Windsor, comprises four
business units all let on short term leases. Planning
Permission has been granted for a new office scheme
totalling, 20,000 sq. ft. gross and a detailed planning
application is currently being prepared. The new scheme can
incorporate a number of units and a marketing programme
to seek a pre-letting is currently being prepared. The existing
units are available for sale.
The White House, Egham, includes five ground floor retail
units with air-conditioned offices on the upper floor. The retail
units are all let on medium or short-term leases.
The Maidenhead Enterprise Centre, Maidenhead, comprises
six individual business units. Individual units include industrial
use on the ground floor with offices above. All units are let on
a mixture of short and medium-term leases.
At Heritage Court, Egham, which adjoins the Company’s
offices, the building comprises four retail units all of which are
let on short-term leases.
Tilehurst, Reading, comprising vacant area of land totalling
approximately 0.4 acres. Discussions with the Local Authority
are ongoing.
CAMPMOSS PROPERTY COMPANY LIMITED & SUBSIDIARY
The Campmoss Group, including its wholly owned subsidiary,
Campmoss Property Developments Limited continued to
actively manage its portfolio.
The Campmoss Group portfolio includes a range of office,
retail and residential tenancies in Burnham, Bracknell, and
Maidenhead which require active management in today’s
challenging market.
Results for the Campmoss Group are summarised below:
2022
£’000
2021
£’000
Revenue 18,623 1,189
Cost of sales (16,908) (1,200)
Other income 248 340
Admin expenses (192) (185)
Surplus on fair value movement
of investment properties 350 32
Net interest 111 41
Profit before tax 2,232 217
Tax (408) (77)
Profit after tax 1,824 140
Total comprehensive income for
the year 1,824 140
Dividends (6,300) (1,050)
Net assets 28,891 33,367
CAMPMOSS GROUP PORTFOLIO
All 52 apartments at Britannia Wharf, Woking, were sold
during the year.
At Market Street, Bracknell, four adjacent buildings known
as, 1-10 Market Street, Alston House, Westview and Gowring
House comprise a total of 33 retail units on ground and first
floor, with residential on the upper floors at Gowring House
and Alston House. 32 retail units are let on medium term
leases, primarily to national brand franchisees and small
local businesses. At the year-end Campmoss Group held 5
apartments at Gowring House and 12 apartments at Alston
House all of which are let on Assured Shorthold Tenancy
Agreements.
At The Priory, Stomp Road, Burnham, the 26,000 sq. ft.
existing office building comprises 17,000 sq. ft. of office
premises on three floors and an adjoining Grade II Listed
Office Building of 9,000 sq. ft. which is used as Business
Centre. The majority of individual suites at the Business
Centre are let with one floor of the main building currently
available.
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www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2022
Stock code: CDFF
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STRATEGIC REPORT CONTINUED
ANALYSIS OF GROUP PROPERTY PORTFOLIO
By Capital Value (%)
(including property held in Inventory)
14
43
35
8
By Capital Value (%)
(excluding property held in Inventory)
51
41
8
By Rental Income (%)
(excluding property held in Inventory)
57
36
6
1
n Office n Residential n Retail n Industrial
At Highway House, Norreys Drive, Maidenhead, planning
was previously granted for a 48,000 sq. ft. gross new office
scheme. A revised and updated office scheme to accord
with changing market conditions is currently being prepared,
separately a residential scheme is also under consideration.
The cleared site is let to an adjacent office user as a car park.
Taking into account difficult market conditions in the Thames
Valley property market, and on external advice where
available, the portfolio was valued at the year-end by the
Directors of Campmoss and assessed at a current market
value of £15.3m (2021: £27.9m). This figure includes property
held for re-sale which is valued at the lower of costs or net
realisable value.
Total revenue for the Campmoss Group for the year amounted
to £18.6m (2021: £1.2m) representing £17.5m property sales
(2021: £nil) and gross rental income £1.1m (2021: £1.2m).
During the year Campmoss paid a dividend of £6.3m (2021:
£1.05m) to its shareholders.
At the year-end Campmoss retained substantial cash balances
which will fully fund the existing development programme.
Cash balances are held on instant access or short-term
deposits and gearing was nil (2021: nil).
PRINCIPAL RISKS AND UNCERTAINTIES
The principal and emerging risks currently faced by the Group
and its Joint Venture investment relate to:
• average length of unexpired tenancies and financial
strength of tenants;
• changes in planning legislation;
• adverse market conditions resulting in a reduction in the
value of the property portfolio;
• development risk;
• changes in interest rates;
• government policies (including policies relating to climate
change legislation) and taxation;
• changes in investor sentiment towards the property
sector;
• changes in lending policy by providers of finance; and
• the economic impact of COVID-19.
The Group mitigates these risks by managing its property
portfolio taking regard of market rent and the terms of
individual leases.
The Directors monitor available sources of information
regarding the value of property and level of rental yields. They
are also aware of potential changes in government policy
and the implication of planning legislation and take action
to reduce the risk to the Group where possible. External
valuations of property held by Cardiff are commissioned
annually. The Directors of Campmoss, the Joint Venture, carry
out internal valuations of the Campmoss Group portfolio
annually.
Development risk is mitigated by the use of experienced
teams or development partners with robust Development
Agreements.
Cash is deposited in fixed and variable interest rate accounts
with such rates monitored to determine the appropriate length
of time and level of funds to invest.
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STRATEGIC REPORT CONTINUED
2020
restated
17.60 24.35
1,940
146.68
Dividend per share
pence
Net assets per share
£
Profit before tax
£’000
Earnings per share
pence
2018 16.60 21.78 1,114 80.6
2019 17.10 22.85 1,653 123.1
2021 18.50 25.49 1,259 91.91
2022 20.50 27.56 2,697 218.23
The effectiveness of the Group’s strategy is reflected in its performance over recent years. In the three years to 30 September
2021 net assets per share increased 17.0% from £21.78p per share to £25.49p per share, with a further increase of 8.1%
to £27.56 at 30 September 2022. The Group benefits from substantial cash deposits and ongoing profitability. The interim
and proposed final dividend increased from 16.60p per share to 18.50p per share over the period from September 2018 to
September 2021 and, for the current year, the interim and proposed final dividend has been increased by 10.8% to 20.5p per
share.
CONSOLIDATED FIVE YEAR SUMMARY
2022 2021
2020
Restated 2019 2018
Income statement items
Revenue being gross rental income £’000 703 596 650 647 650
Profit before taxation £’000 2,697 1,259 1,940 1,653 1,114
Dividends paid and proposed in respect
of the year
(1)
£’000 210 211 211 212 208
Dividend cover
(2)
times 12.8 6.0 9.2 7. 8 5.4
Dividend per share
(3)
pence 20.5 18.5 1 7. 6 1 7. 1 16.6
Earnings per share
(4)
pence 218.23 91.91 146.7 123.1 80.6
Balance sheet items
Total assets £’000 30,956 29,656 29,944 29,096 28,043
Total liabilities £’000 (1,144) (1,214) (864) (753) (753)
Net assets £’000 29,812 28,442 29,080 28,343 27,290
Number of shares in issue at 30 September ‘000 1,082 1,116 1,195 1,240 1,253
Net assets per share attributable to
shareholders
(5)
£ 27.56 25.49 24.35 22.85 21.78
Gearing per cent nil nil nil nil nil
(1) Dividends paid and proposed in respect of the year represent the interim paid and the final declared in any one financial year.
(2) Dividend cover is calculated as profit before taxation divided by dividends paid and proposed in respect of the year.
(3) Dividend per share is the interim dividend paid and final dividend proposed for the year ended 30 September.
(4) Earnings per share is calculated as profit after taxation divided by the weighted average number of shares, note 11.
(5) Net assets per share attributable to shareholders is calculated as net assets divided by number of shares in issue at 30 September.
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www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2022
Stock code: CDFF
KEY PERFORMANCE INDICATORS
The key performance indicators used by the Directors for monitoring the performance of the business are shown in the graphs
below and the consolidated five-year summary.
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STRATEGIC REPORT CONTINUED
Revenue, being gross rents receivable, amounted to £703,000
(2021: £596,000).
Sales of investment properties are treated as disposals of
non-current assets with only the gain or loss on sale based on
the difference between the proceeds and the balance sheet
valuation being reflected in the income statement. Sales
made by Campmoss Group are not included in the Group’s
revenue in accordance with IAS 28.
Your Board has again obtained independent valuations of
the property portfolio (excluding those held by Campmoss
Group which are based on Directors’ valuations). These
external valuations result in an increase in the value of the
Group’s commercial portfolio of £299,000 (2021: £533,000).
Movements on the valuation of investment properties are
taken to the Income Statement in accordance with IAS 40.
STATEMENT ON S172 OF THE COMPANIES ACT 2006
Section 172(1) of The Companies Act 2006 requires Directors
of a Company to act in the way they consider, acting in good
faith, would be most likely to promote the success of the
Company for the benefit of its members as a whole taking
into account:
(a) the likely consequences of any decision in the long term,
(b ) the interests of the company’s employees,
(c) the need to foster the company’s business relationships
with suppliers, customers and others,
(d) the impact of the company’s operations on the community
and the environment,
(e) the desirability of the company maintaining a reputation for
high standards of business conduct, and
(f) the need to act fairly as between members of the company.
The stakeholders are key to the business for the following
reasons:
• Employees – as noted in the Chairman’s statement, in a
challenging environment the Group’s continued success is
dependent upon our small management team and our joint
venture partner. The relationship with the team is effective
and feedback is honest and open, the newest member of
the team joined seven years ago.
• Shareholders – ongoing support from shareholders,
including support for resolutions at the AGM and lower
volume of trades provides share price stability, see graph
on page 19 to see how the share price has performed
relative to the market.
• Tenants – are key to the business due to cash payments
for rents. Relationships with tenants is very good with
all tenants having a direct relationship with at least one
member of the team. Working closely with tenants during
the Covid-19 pandemic has helped to foster understanding
relationships.
The Group is fortunate to have a loyal and long-standing
shareholder base, and shareholders views are taken into
account and discussed at Board meetings. Shareholder
feedback during the year has been supportive and has not
impacted on board decisions. Difficult decisions faced are
limited to dealing with payment of rents on time which are
managed by discussions with tenants. As the Board are
shareholders, they consider whether any decisions made align
with shareholders’ best interests. The Company adopts a long-
term investment and development strategy as set out in the
Viability Statement on page 17.
The Company only has 5 employees including the Directors,
so the remaining employees’ views are sought as the team
has a very close working relationship.
The Group selects suppliers based on their standards of
business conduct and whose ethics in terms of environment
and community align with the Group.
Any matters that are considered necessary are voted on at the
AGM to ensure fairness between shareholders.
CORPORATE SOCIAL RESPONSIBILITY
In carrying out the Group’s acquisition, development and
management of commercial and residential property, we aim
to conduct our business with honesty, integrity and openness,
respecting human rights and the interests of our shareholders
and employees. We aim to provide timely, regular and reliable
information on the business to all our shareholders and
conduct our operations to the highest standards.
We strive to create a safe and healthy working environment
for the wellbeing of our staff and create a trusting and
respectful environment, where all members of staff are
encouraged to feel responsible for the reputation and
performance of the Company. We continue to establish a
diverse and dynamic workforce who have the experience and
knowledge of the business operations and markets in which
we operate. Through maintaining good communications,
members of staff are encouraged to realise the objectives of
the Company and their own potential.
STRATEGIC REPORT CONTINUED
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STRATEGIC REPORT CONTINUED
The Group’s policy is to minimise the risk of any adverse
effect on the environment associated with its development
activities with a thoughtful consideration of such key areas as
energy use, pollution, transport, land use, ecology, renewable
resources, health and wellbeing. The Group aims to reduce
its carbon footprint as far as possible and adopts green and
sustainable building methods where possible. The Group also
aims to ensure that its contractors meet their legislative and
regulatory requirements and that codes of best practice are
met and exceeded. The Group is committed to maintaining
high environmental standards in all its operations and
minimising the impact of its activities on the surrounding
environment. The nature of the work that we are involved
in means that the Group has an opportunity, not only to
minimise the negative impact on the environment but also to
enhance and improve the environment in which we all live and
work.
CLIMATE-RELATED FINANCIAL INFORMATION
The Financial Stability Board created the Task Force on
Climate-related Financial Disclosures (TCFD) to improve and
increase reporting of climate-related financial information. The
Directors have considered the TCFD framework including:
Governance
Disclose the organisation’s governance around climate-related
risks and opportunities.
Strategy
Disclose the actual and potential impacts of climate-related
risks and opportunities on the organization’s businesses,
strategy, and financial planning where such information is
material.
Risk Management
Disclose how the organization identifies, assesses, and
manages climate-related risks.
Metrics & Targets
Disclose the metrics and targets used to assess and manage
relevant climate-related risks and opportunities where such
information
GOVERNANCE
a) Describe the board’s oversight of climate-related risks and
opportunities
The Board aims to act responsibly in understanding initiatives
that lower carbon emissions across the portfolio.
b) Describe management’s role in assessing and managing
climate-related risks and opportunities.
The Company’s management team involve the Directors and
therefore all staff members will act responsibly in respect of
lowering carbon emissions.
STRATEGY
a) Describe the climate-related risks and opportunities the
company has identified over the short, medium, and
longterm.
Climate-related risks including those related to the physical
impacts of climate change (e.g. extreme weather events and
rise of sea level) and risks related to the transition to a lower-
carbon economy (e.g. changing market demand and carbon
pricing) have been considered.
In identifying risks and opportunities, financial impact ranges
have been assessed as follows:
• Low – less than £50,000
• Medium – between £50,001 and £250,000
• High – greater than £250.001
Time horizons have been assessed as follows:
• Short term – less than one year
• Medium term - one to three years
• Long term - greater than three years
Any new development undertaken will, incorporate tenant,
statutory and legal requirements, including initiatives that
potentially lower carbon emissions. No specific risks or
opportunities have been identified.
STRATEGIC REPORT CONTINUED
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2022
Stock code: CDFF
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Short term risks
From April 2023, it will be a legal requirement for all commercial rented properties to have an EPC (Energy Performance
Certificate) rating of at least E. This is already a legal requirement for commercial and residential properties before they can
receive a new or renewal lease, so EPC certificates are reviewed on a regular basis, but from next year this requirement will be
extended to both new and existing commercial leases. A full review of the property portfolio is being undertaken and updated
EPCs being obtained where necessary. The Directors expect the impact of any improvement needed will be medium across
theportfolio.
b) Describe the impact of climate-related risks and opportunities on the company’s businesses, strategy, and financial planning.
Sustainability
aspirations Topic area Goals Progress
Achieve carbon
neutral by 2030
Minimising our supply
chain impact
Work closely with all suppliers and
contractors to understand their
carbon footprint.
Evaluation of new suppliers to
include consideration as to their
ESG policies.
Supplier audit to be undertaken in
year ended 30 September 2023.
Planning regulation
environmental
compliance
Ensure all planning applications
include necessary environmental
consideration reporting
requirements.
Requirements for each local council
where planning applications are
submitted have been reviewed.
External consultants appointed
with detailed knowledge involved
in all new planning application
submissions.
Energy use to be
100% renewable
energy by 2025
Sustainable
operations
Work towards achieving 100%
percent renewable electricity by
2025.
Review of energy providers to the
portfolio.
Replace existing supply contracts
with renewable energy contracts on
renewal.
c) Describe the resilience of the company’s strategy, taking into consideration different climate-related scenarios, including a
2°C or lower scenarios.
Under management or new build changing climate scenarios are considered and where possible included in our strategy.
STRATEGIC REPORT CONTINUED
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STRATEGIC REPORT CONTINUED
RISK MANAGEMENT
a) Describe the company’s processes for identifying and
assessing climate-related risks.
Keeping up to date with ever changing planning and
government policy.
Building Regulations 2022 for example includes updated
regulations include amendments to Approved Documents Part
F (Ventilation) and Part L (Conservation of fuel and power) and
the release of a new Approved Document for Overheating
(Part O) and Infrastructure for charging electric vehicles (Part
S). The Future Homes Strategy will from 2025 require homes
built to be ‘zero carbon ready’: such that they should not
require further energy efficiency retrofit measures to become
zero-carbon. The Standard is solely concerned with energy
efficiency measures, thereby only addressing the in-use
operational carbon of buildings.
b) Describe the company’s processes for managing climate-
related risks.
Due to the size of the business risks are managed on a case
by case basis.
c) Describe how processes for identifying, assessing, and
managing climate-related risks are integrated into the
company’s overall risk management.
Any policy initiatives will be considered by management and
included where possible.
METRICS AND TARGETS
a) Disclose the metrics used by the company to assess
climate-related risks and opportunities in line with its
strategy and risk management process.
If necessary external consultants will be used.
b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3
greenhouse gas (GHG) emissions, and the related risks.
Not appropriate.
c) Describe the targets used by the company to manage
climate-related risks and opportunities and performance
against targets.
As set out above management and the board will act
responsibly in determining targets whilst managing climate
related risks and opportunities appropriate to the Company’s
property portfolio.
J Richard Wollenberg
Chairman
22 November 2022
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2022
Stock code: CDFF
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DIRECTORS AND ADVISERS
DIRECTORS
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
HEAD OFFICE
56 Station Road, Egham, TW20 9LF
Telephone: 01784 437444
E-mail: webmaster@cardiff-property.com
Web: www.cardiff-property.com
REGISTERED OFFICE
REGISTERED NUMBER
00022705
AUDITOR
PKF Littlejohn. LLP
Statutory Auditor
15 Westferry Circus, London E14 4HD
STOCKBROKERS AND FINANCIAL ADVISERS
Shore Capital
Cassini House, 57-58 St. James’s Street, London, SW1A 1LD
BANKERS
HSBC Bank Plc
2nd Floor, 62-76 Park Street, London, SE1 9DZ
SOLICITORS
Blake Morgan LLP
One Central Square, Cardiff, CF10 1FS
Charsley Harrison LLP
Windsor House, Victoria Street, Windsor, SL4 1EN
REGISTRAR AND TRANSFER OFFICE
Neville Registrars Limited
Neville House, Steelpark Road, Halesowen, B62 8HD
Telephone: 0121 585 1131
J RICHARD WOLLENBERG (AGED 74)
Chairman and chief Executive
Was appointed a Director of the Company in 1980, became
chief Executive in 1981 and chairman in 1989. J Richard
Wollenberg has over 35 years’ experience in property
investment and development and has been actively involved
in a number of corporate acquisitions, flotations, mergers
and capital reorganisations of public and private companies.
He is an Executive Director of Campmoss Property Company
Limited and its subsidiary. He is also a Non-Executive Director
of Aquila Services Group plc, which is quoted on the London
Stock Exchange and a Non-Executive Director of Galileo
Resources plc, quoted on AIM.
KAREN L CHANDLER (AGED 50)
Finance Director
Was appointed a Director of the Company on 21 January
2016. She is a chartered accountant having qualified with
KPMG and has previously served as CFO of AIM quoted
Zenergy Power plc (now Cloudcall Group plc) and of a number
of private companies including GLID Wind Farms Limited and
Advetec Holdings Limited. Karen is non-executive director of
AdvancedADVT Limited and Director of Celaton Limited.
NIGEL D JAMIESON BSC, FCSI (AGED 72)
Independent Non-Executive Director
Was appointed to the Board as a Non-Executive Director
in 1991 and is chairman of the Company’s Audit and
Remuneration Committees. He has over 35 years’ experience
of the UK property market both as a general practice surveyor
and as an investment analyst. He is an Executive Director of
several independent property investment companies active
in the London area and acts as an independent consultant to
private clients on a range of property related matters.
NON-EXECUTIVE DIRECTOR OF WHOLLY OWNED SUBSIDIARY
FIRST CHOICE ESTATES PLC
DEREK M JOSEPH BCOM, FCIS (AGED 72)
Derek is Chair of Aquila Services Group plc, quoted on the
London Stock Exchange and specialising in urban regeneration
and affordable housing. The Group trades through its three
major subsidiaries, Altair Consultancy & Advisory Services
Ltd, Oaks Limited and Aquila Treasury and Financial Solutions
Ltd which is a treasury advisory company registered in the
United Kingdom with the Financial Conduct Authority. The
Aquila Group is currently undertaking assignments in 20
countries around the world and works for governments,
city authorities, pan-national organisations, housing NGOs,
trade bodies, as well as commercial organisations and banks
involved in property investment.
Mr Joseph is also non-executive director of Assetcore Limited
a second stage Fintech company, specialising in security
management and an investment advisor to two major
endowed charities.
Previously an Executive Director of Tribal Treasury Services
Ltd and managing Director of HACAS Group PLC (now part
of the Tribal Group), the largest independent quoted housing
regeneration consultancy advising housing associations, local
authorities and government departments on social housing,
care and asset management. Derek’s specialism was financial
planning, structures, Joint Ventures and funding particularly for
estate regeneration.
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REPORT OF THE DIRECTORS
The Directors submit their annual report and the audited
financial statements for the year ended 30 September 2022.
RESULTS
The results of the Group for the year are set out in the audited
financial statements on pages 27 to 49.
DIVIDENDS
The Directors recommend a final dividend for the year of
15.0p per share (2021: 13.5p) payable on 31 January 2023.
The total dividend paid and proposed in respect of the year,
including the interim dividend of 5.5p (2021: 5.0p) per share,
amounts to 20.5p per share (2021: 18.5p).
PRINCIPAL ACTIVITY
The principal activity of the Group during the year continued to
be property investment and development. Certain information
that fulfils these requirements and those of the UK Listing
Authority Disclosure Rules and Transparency Rules which
requires a management report can be found in the Chairman’s
Statement and Strategic Report on pages 5 to 9. A description
of corporate social responsibility activities is included in
the Strategic Report on page 8. The Company’s statement
on Corporate Governance can be found in the Corporate
Governance report on pages 15 to 17 and it forms part of the
Directors’ Report and so is incorporated into this report by
cross reference.
There are no persons with whom the Company has
contractual or other arrangements which are essential to the
business of the Company other than those included in the
related party disclosures in note 25 on page 47.
BUSINESS REVIEW
See Strategic Report on pages 5 to 9.
LIKELY FUTURE DEVELOPMENTS
The Group expects to continue to generate rental income
from its investment property portfolio. The Group intends to
progress its development at the Windsor Business Centre
now that planning has been granted and will continue to try
to secure planning at The Priory, Burnham, and Colliers Way,
Tilehurst.
FINANCIAL INSTRUMENT RISK
The Group’s financial assets and liabilities are comprised
predominantly of equity instruments in a Joint Venture,
equity instruments in listed entities, and short-term cash
deposits. The equity instruments represent long term
positions taken by the Group and are held for both capital
growth and income. The term and cash deposits which are
held in financial institutions with an acceptable risk rating and
have access terms which allow the Directors to pursue the
Group’s business objectives and service dividend policy. The
risk profile and maturity of the Group’s financial assets and
liabilities is set out in note 26. The Group has not entered into
any hedging arrangements.
DIRECTORS
The current Directors of the Company and the Non-Executive
Director of a wholly owned subsidiary are listed on page 12.
All served throughout the financial year.
In accordance with the Company’s articles of association, Karen
L Chandler will retire by rotation at the Annual General Meeting.
DIRECTORS’ INTERESTS
Directors’ and their connected persons interests in the
ordinary shares of the Company were as follows:
At 30
September
2022
Beneficial
At 30
September
2021
Beneficial
K L Chandler 100 100
N D Jamieson 1,500 1,500
J R Wollenberg 584,768 561,298
The increase in JR Wollenberg’s shareholding in the year of
23,470 above are held by connected persons.
There were no changes in the Directors’ shareholdings
as stated above between 1 October 2022 and
22 November 2022.
At 30 September 2022 J Richard Wollenberg held 25,000
(2021: 25,000) ordinary shares of £1 each in Campmoss
Property Company Limited, a Joint Venture, representing
2.38% (2021: 2.38%) of the issued share capital of that
Company. No other Director has any interest in the share
capital of any other Group Company.
DIRECTORS’ OPTIONS
No Director held options at 30 September 2022 (2021: nil).
SUBSTANTIAL SHAREHOLDINGS
Other than J. Richard Wollenberg referred to above who with
his family holds 54.06%, the Company has not been notified
of any holdings of 3% or more in the share capital of the
Company at 22 November 2022.
ALLOTMENT OF SHARES
As special business at the Annual General Meeting, a
resolution will be proposed to renew the power of your
Directors to allot equity securities, pursuant to section 551 of
the Companies Act 2006, such power being limited to one-
third of the issued share capital of the Company. This authority
may be renewed for five years but, in common with modern
corporate governance practice, it is your Directors’ intention
that the resolution be limited to one year and that its renewal
be proposed at each Annual General Meeting.
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2022
Stock code: CDFF
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REPORT OF THE DIRECTORS CONTINUED
PRE-EMPTION RIGHTS
As special business at the Annual General Meeting a
resolution will be proposed to renew for a further year the
power of your Directors’ to allot equity securities for cash
without first offering such securities to existing shareholders.
The aggregate nominal amount of equity securities which
maybe allotted in this way shall not exceed £10,818,
representing 5% of the present issued ordinary share capital
of the Company.
PURCHASE OF OWN SHARES
At the Annual General Meeting held on 17 January 2022,
authority was renewed empowering your Director’s to
make market purchases of up to 167,286 of the Company’s
own ordinary shares of 20p each. Under that authority,
your Director’s made market purchases of 34,199 shares
(nominal value £6,840) representing 3.1% of the issued share
capital at 17 January 2022. These shares were purchased
for an aggregate value of £791,000 (including stamp duty
and charges) and cancelled. The number of shares in issue
following these transactions was 1,081,787.
The existing authority for the Company to purchase its own
shares expires at the conclusion of the Annual General
Meeting to be held on 19 January 2023. The Directors wish
to renew the authority and consent is therefore sought to
approve resolution 8 set out in the Notice of Meeting on
page 57 authorising the Directors to purchase up to 162,160
ordinary shares of 20p each (representing 14.99% of the
present issued share capital), at a minimum price of 20p and
a maximum price equal to 105% of the average of the middle
market quotations for the ordinary shares of the Company
as derived from the Daily Official List of The London Stock
Exchange for the ten business days before the relevant
purchase is made. The authority will expire at the conclusion
of the Annual General Meeting in 2024 and it is your Directors’
intention that a resolution for its renewal will be proposed at
each succeeding Annual General Meeting.
The authority will only be exercised when the Directors
are satisfied that it is in the interests of the Company so
to do. The Company may hold in treasury any of its own
shares purchased under this authority. This would give
the Company the ability to reissue treasury shares and
provides greater flexibility in the management of its capital
base. Any shares purchased by the Company not held in
treasury will be cancelled and the number of shares in issue
reduced accordingly.
DONATIONS
The Company made no political donations during this year
or last.
AUDITOR
In accordance with Section 489 of the Companies Act 2006, a
resolution proposing that PKF Littlejohn LLP be re-appointed
will be put at the forthcoming Meeting.
PROVISION OF INFORMATION TO AUDITOR
The Directors who held office at the date of approval of
this Directors’ report confirm that, as far as they are each
aware, there is no relevant audit information of which the
Company’s auditor is unaware; and each Director has taken
all the steps that they ought to have taken as a Director to
make themselves aware of any relevant audit information
and to establish that the Company’s auditor is aware of
that information.
GREENHOUSE GAS DISCLOSURES
The Cardiff Property plc has minimal greenhouse gas
emissions to report from its operations and does not have
responsibility for any other emissions producing sources
under the 2018 Energy and Carbon Reporting Regulations,
(including those within our underlying investment portfolio).
STREAMLINED ENERGY & CARBON REPORTING
The Group has not disclosed energy and carbon usage as
it qualifies as a low energy user, using less than 40MWh
per annum.
DIRECTORS AND OFFICER’S INDEMNITY INSURANCE
The Directors of the Company are covered by Directors and
Officers Indemnity Insurance to the amount of £500,000 in
each loss per policy period, with a sub-limit of £250,000 in
respect of defence costs for pollution.
DISCLOSURE AND TRANSPARENCY RULES
Details of the Company’s share capital are given in note 20.
The Company has no share options.
There are no restrictions on transfer or limitations on the
holding of the ordinary shares. None of the shares carry any
special rights with regard to the control of the Company.
There are no known arrangements under which the financial
rights are held by a person other than the holder and no
known agreements or restrictions on share transfers and
voting rights.
As far as the Company is aware there are no persons with
significant direct or indirect holdings other than the Director as
noted above.
The provisions covering the appointment and replacement
of Directors are contained in the Company’s articles, any
changes to which require shareholder approval.
There are no significant agreements to which the Company
is party that take effect, alter or terminate upon a change
of control following a takeover bid and no agreements for
compensation for loss of office or employment that become
effective as a result of such a bid.
RELATIONSHIP AGREEMENT
The Company has entered into a written and legally binding
relationship agreement with the Board due to J R Wollenberg
being a controlling shareholder, to address the requirements
of LR9.2.2AD of the Listing Rules.
J Richard Wollenberg
Chairman
22 November 2022
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CORPORATE GOVERNANCE
The Board is committed to maintaining appropriate standards
of corporate governance. The statement below, together
with the report on Directors’ remuneration on pages 18 to
21, explains how the Company has applied the principles set
out in The UK Corporate Governance Code 2018 (“the Code”)
and contains the information required by section 7 of the UK
Listing Authority’s Disclosure Rules and Transparency Rules.
The Board have conducted an internal performance evaluation
of the Board, its committees, and the individual Directors,
led by independent Non-Executive Director Nigel D Jamieson
supported by J Richard Wollenberg and Karen L Chandler.
Given the size of the Company the Board has concluded that
an independent facilitation of the performance evaluation was
not necessary, but this will be kept under review. The Board
has assessed the skills and knowledge of the Board and will
continue to keep this under review.
DIVERSITY POLICY
The Board will apply a diversity policy when recruiting
including consideration of age, gender, race, education and
professional backgrounds. The Group has not recruited any
new hires for over seven years. One of the three directors is
female (33.3%) both employees (100%) are female.
BOARD OF DIRECTORS
The Board currently consists of two Executive Directors and
one independent Non-Executive Director. It meets regularly
with senior staff throughout the year to discuss key issues
and to monitor the overall performance of the Group. The
Board has a formal schedule of matters reserved requiring
Board approval. This includes publication of annual report and
interim results, payment of dividends, purchasing of property,
appointment of auditors, appointment of Directors, donations,
property valuations, acquisition or disposal of investments
and other material decisions. The Board met five times during
theyear.
Director
Board
meetings
attended
Audit
committee
meetings
attended
Remuneration
committee
meetings
attended
J R Wollenberg 5 2 1
KL Chandler 5 2 1
ND Jamieson 5 2 1
Total meetings held 5 2 1
JR Wollenberg has been Chairman for over nine years.
The Board considers this appropriate given the level of
shareholding JR Wollenberg and family hold. As noted in the
remuneration report, the Chairman’s bonus is linked to the
increase in net assets which aligns to the strategic objectives
of increasing shareholder value.
The Board views the Non-Executive Director as independent
of the Board, notwithstanding his tenure being more than
nine years. This is due to the range and depth of his external
commitments and his ongoing experience in the property
sector and his proven ability to challenge the Executive
Directors at Board Meetings.
AUDIT COMMITTEE
The Audit Committee, which is chaired by the independent
Non-Executive Director, Nigel Jamieson, comprises Nigel
Jamieson and Richard Wollenberg, who have recent relevant
financial experience.
The remit of the Audit Committee is to provide oversight
of the Group finance and associated risk management
procedures. The Audit Committee meets at least twice a year
to consider the Group’s financial affairs and the identified
risks which may impact on the Group and to evaluate the
adequacy of the safeguards which have been put in place to
mitigate those risks. In addition, the Audit Committee meets
periodically with the external auditors. The Audit Committee
has previously concluded that due to the size of the Group an
internal audit function is not required. This remains the view
of the Audit Committee, but this decision will continue be
reviewed at least annually.
Evaluation of external auditor and consideration of key findings
PKF Littlejohn. LLP were appointed as auditors with effect
from 12 April 2021 and this is therefore their second year of
appointment.
Compliance with the provisions of the Statutory Audit Services for
Large Companies Market Investigation Order 2014
The Group complies with the provisions of the Statutory Audit
Services for Large Companies Market Investigation Oder 2014
and as a PIE will change auditor at least once every ten years.
Normally, the Audit Committee meets with the auditor at
least twice during the year. Due to Covid-19 and revised
working practices, the Audit Committee meeting with the
auditors have taken place remotely. However, the Committee
is satisfied that there has been effective engagement with
the auditors.
At the Audit Committee meeting the auditors presented
their audit findings and took questions from the Members
on the scope of their work and their findings including those
raised on internal procedures and controls. In keeping with
best practice, the Audit Committee also met with the audit
engagement partner without the Finance Director present.
The Committee were satisfied with the effectiveness of
the audit.
The Audit Committee also considers auditor independence
and, in doing so has a policy of not using the auditor for
non-audit services. In advance of each audit, the Committee
obtains confirmation from the external Auditor that they are
independent and of the level of non-audit fees earned by them
and their affiliates. No non-audit services were provided during
the financial year ended 30 September 2022.
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2022
Stock code: CDFF
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CORPORATE GOVERNANCE CONTINUED
As part of the decision to recommend to the Board the
re-appointment of the external auditor, the Committee
considers the tenure of the auditor in addition to the
results of its review of the effectiveness of the external
auditor and considers whether there should be a full tender
process. There are no contractual obligations restricting the
Committee’s choice of external auditor.
Financial reporting
After discussion with both management and the external
auditor, the Audit Committee determined that the key risk
of misstatement of the Group’s financial statements related
to property valuations in the context of current market
conditions. This includes the property held by the Group’s
Joint Venture.
This issue was discussed with management during the year
and with the auditor at the time the Committee reviewed
and agreed the auditor’s Group audit plan as well as at the
conclusion of the audit of the financial statements.
Property valuation
As further explained in note 2 to the financial statements,
our approach to valuing properties is to obtain an external
independent valuation of the properties held by the Parent
Company each year. The Directors of the Joint Venture
value its properties each year considering yields on similar
properties in the area, vacant space and covenant strength.
They also consider external valuations and take external advice
where necessary.
The Audit Committee is satisfied that the carrying value of
properties is appropriate based on the use of an external
independent valuer for The Cardiff Property portfolio and the
experience and knowledge of the Directors in valuing the
properties of the Joint Venture.
The Audit Committee discusses the results of the valuations
with the Directors who provide information on assumptions
used and provide appropriate explanation and evidence where
possible for such assumptions.
REMUNERATION COMMITTEE
The Remuneration Committee consists of all Board Members
and is chaired by Nigel Jamieson. It meets when required
to consider all aspects of Directors’ and staff remuneration,
share options and service contracts. The Remuneration
Committee met once during the year.
COMPLIANCE STATEMENT
The Company has, other than where stated below, complied
fully with the provisions set out in section 1 of the Code,
during the year:
• the Chairman is also the Chief Executive;
• a Nominations Committee has not been established;
• the Audit Committee includes one Non-Executive Director
(the Code recommends that the Audit Committee
should comprise at least three, or in the case of smaller
companies, two Non-Executive Directors); and
• the Remuneration Committee also consists of all Board
Members (the Code recommends that the Remuneration
Committee should comprise solely of Non-Executive
Directors).
The Directors consider this structure to be a practical solution
bearing in mind the Company’s size and needs. However, it is
intended to review this issue as the Group develops.
The Code requires that the Directors review the effectiveness
of all internal controls, not only internal financial controls.
This extends the requirement in respect of internal financial
controls to cover all controls including financial, operational,
compliance and risk management. The Company has
procedures established which enable it to comply with the
requirements of the Code in relation to internal controls.
INTERNAL CONTROL
The Directors confirm that they have reviewed the
effectiveness of the Group’s system of internal control for
identifying, evaluating and managing the significant risks
faced by the Group and they acknowledge their responsibility
for that system. Such a system is designed to manage risk
and can, however, only provide reasonable but not absolute
assurance against material misstatement or loss.
The size of the Group and the small number of employees
necessarily involves the Executive Directors closely in the day-
to-day running of the Group’s affairs. This has the advantage
of the Executive Directors becoming closely involved with all
transactions and risk assessments. Conversely, the Board is
aware that its size also means that the division of functions
to provide normal internal control criteria is problematic. The
Board believes, however, that its close involvement with the
day-to-day management of the Group eliminates, as far as
possible, the risks inherent in its small size.
Key features of the system of internal control include:
• strategic planning – the Board considers the Group’s
position in respect of its marketplace and likely trends
in that marketplace which will necessitate a change or
adjustment to that position.
• investment appraisal and monitoring – all capital projects,
contracts, business and property holdings and acquisitions
are reviewed in detail and approved by the chairman or, if
of a significant size, by the whole Board; and
• financial monitoring – cash flow and capital expenditure
are closely monitored, and key financial information is
reviewed by the Board on a regular basis.
The Board considers that there is an ongoing process for
identifying, evaluating and managing the significant risks
facing the Group that has been in place during the year, which
is regularly reviewed and accords with the UK Corporate
Governance Code (2018).
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CORPORATE GOVERNANCE CONTINUED
INTERNAL FINANCIAL CONTROL
Financial controls have been established so as to provide
safeguards against unauthorised use or disposition of the
assets, to maintain proper accounting records and to provide
reliable financial information for internal use.
Key financial controls include:
• the maintenance of proper records;
• a schedule of matters reserved for the approval of the
Board;
• evaluation, approval procedures and risk assessment
for acquisitions and disposals and for major capital
expenditure;
• regular reporting and monitoring of development projects;
and
• close involvement of the Chairman in the day-to-day
operational matters of the Group.
The Directors consider the size of the Group and the
close involvement of Executive Directors in the day-to-day
operations makes the maintenance of an internal audit
function unnecessary. The Directors will continue to monitor
this situation.
RELATIONS WITH SHAREHOLDERS
Presentations are given to investors by the Chairman when
requested, normally following the publication of the half year
and full year results, when interim and annual reports are
published. The results of meetings with investors, media
and analysts are discussed with Board Members to assist
them in understanding the views of investors and others. All
Directors, when possible, attend the Annual General Meeting
at which they have the opportunity to meet with shareholders.
Shareholders can vote electronically and can contact the
Directors as required.
GOING CONCERN
After making enquiries the Directors have a reasonable
expectation that the Company and the Group have adequate
resources to continue in operational existence for at least
12 months from the date of this report. For this reason, they
continue to adopt the going concern basis in preparing the
financial statements.
VIABILITY STATEMENT
In accordance with the 2018 revision of the Code, the
Directors have assessed the prospect of the Company over
a longer period than the 12 months required by the ‘Going
Concern’ provision. The Board conducted this review for a
period of five years, which was selected for the following
reasons:
• the Group’s strategic review covers a five-year period;
• for a major scheme five years is a reasonable
approximation of the maximum time taken from obtaining
planning permission to letting the property; and
• most leases contain a five-year rent review pattern and
therefore five years allows for the forecasts to include the
reversion arising from those reviews; and
• the average unexpired lease term is between three and
five years and there is a low void rate.
The five-year strategic review considers the Group’s
cash flows, dividend cover and other key financial ratios
over the period. These metrics are subject to sensitivity
analysis, which involves flexing a number of the main
assumptions underlying the forecast both individually and
in unison. Where appropriate, this analysis is carried out to
evaluate the potential impact of the Group’s principal risks
actually occurring. The five-year review also makes certain
assumptions about the normal level of capital recycling likely
to occur and considers whether additional financing facilities
will be required.
In its assessment of the viability of the Group, the Directors
have considered each of the Group’s principal risks and
uncertainties detailed on page 6 and in note 3, and in
particular the impact of a significant fall in the UK property
market on the value of the Group’s investment property
portfolio. The Directors have also considered the Group’s
income and expenditure projections. The Group is in the
enviable position of having significant cash balances. At 30
September 2022, the Cardiff Group had cash balances of
£4.9m and a further £4.0m term deposits (generally with
maturity dates of 95 days), in addition the Company has
investments of £0.9m of which £0.8m are readily marketable.
The Group has an operating cost base including tax and
dividends of under £1m per annum so even with no income
for a number of years the Group would remain solvent.
The Cardiff Group receives a management fee from
Campmoss of around £0.5m per annum, there is no reason to
assume this income would not be received as the Campmoss
Group had cash balances at 30 September 2022, of £6.6m
and a further £9.6m term deposits (generally with maturity
dates of 95 days).
The Directors confirm that their assessment of the principal
and emerging risks facing the Group was robust and comfort
is taken from the average unexpired tenancies. Based upon
the robust assessment of the principal risks facing the Group
as detailed on page 6 and in note 3, and their stress-testing
based assessment of the Group’s prospects as described
above, the Directors have a reasonable expectation that
the Group will be able to continue in operation and meet its
liabilities as they fall due over the five-year period of their
assessment.
Registered office: By order of the Board
56 Station Road
Egham K Chandler FCA
Surrey Secretary
TW20 9LF
22 November 2022
31310 22 November 2022 4:38 pm v2
17
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2022
Stock code: CDFF
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REMUNERATION REPORT
ANNUAL STATEMENT
Composition of the Remuneration Committee (not subject
to audit)
Nigel D Jamieson Independent Non-Executive Director,
Chairman of the Committee
Karen L Chandler Executive Director
J Richard Wollenberg Executive Director
Remuneration policy is a matter for the Board as a whole. The
Remuneration Committee works within the agreed policy to
set individual Remuneration levels, although the Executive
Directors do not participate in decisions regarding their own
Remuneration. The Members of the Remuneration Committee
have access to professional advice at the Company’s expense,
if necessary, in order to carry out their duties. No such advice
was sought during the year. All Members served throughout
the year. In setting Directors’ Remuneration, the Committee
has regard to other employees of the Company.
COMPLIANCE (NOT SUBJECT TO AUDIT)
In setting the Company’s Remuneration policy for Directors,
the Remuneration Committee has considered the best
practice provisions annexed to The Financial Conduct Authority
Listing Rules and the report has been prepared in accordance
with the Directors’ Remuneration Report Regulations 2019.
POLICY REPORT
Remuneration policies (not subject to audit)
The Remuneration policy was in effect from 1 October
2021 and prior and it is intended that these policies will be
continued for the next year and subsequent years.
The Remuneration policy is designed to attract, retain and
motivate Executive Directors and senior management of a
high calibre with a view to encouraging commitment to the
development of the Group and for long term enhancement of
shareholder value. Remuneration packages take into account
individual performance and the remuneration for similar
jobs in other comparable companies where such companies
can be identified. This would also be taken into account on
appointment of any new Directors. The Committee believes
that share ownership by Executive Directors and senior staff
strengthens the link between their personal interests and
those of shareholders.
There are currently no plans to employ additional Directors,
but prior to appointing a new Director, various components
that could be included in the remuneration package and the
maximum level of variable remuneration would be reviewed
and agreed by the Remuneration Committee.
Payments for loss of office would be determined by the
Remuneration Committee considering contractual obligations
as relevant.
Employees were not consulted in determining the
directors’ remuneration policy. Remuneration comparison
measurements are used comparing remuneration to similar
sized listed organisations and published comparison data
available.
The main components of Executive Directors’ remuneration
are:
• basic salary – reviewed annually;
• annual performance bonus - members of staff (excluding
Directors) are eligible to participate in the Company’s
discretionary bonus scheme. J Richard Wollenberg is
eligible to receive a sum equal to 2.5 times the percentage
increase in net asset value per share based upon
current salary up to a maximum of 50% of that salary.
The increase in net assets per share was 8.1% (2021:
4.4%). Karen Chandler is eligible to receive a bonus as
determined by the Remuneration Committee, any such
bonus not to exceed a maximum of 50% of her salary;
• taxable benefits - provision of health care for J Richard
Wollenberg; and
• pension benefits - the Company has a workplace pension
scheme which all employees meeting qualifying conditions
are invited to join. J Richard Wollenberg is entitled to
pension contributions at the rate of 20% (2021: 20%) of
salary and bonuses, which for the year to 30 September
2022 he elected to take as salary.
The Remuneration Committee considers the components
of remuneration supports the short and long-term strategic
objectives, with basic salary being fixed with an annual
review, a performance bonus for the Executive Directors that
are capped at a maximum of 50% of salary and in the case
of the Chairman is linked to the increase in net assets which
aligns his bonus to the strategic objectives of increasing
shareholder value. The Finance Directors bonus is linked to her
performance as assessed by the Remuneration Committee.
Remuneration policy for employees is consistent with the
Directors, with a base salary and an annual bonus determined
for the results for the year end September and paid in
December each year, with pay rise being implemented from
1 January. There are only two employees other than the
Directors.
The Company has an approved and unapproved option
scheme, but no options have been granted in the current or
previous financial year and all previous options have lapsed.
Share options - grants under the Company’s approved share
option scheme (approved by shareholders in general meeting)
are set so that the aggregate option exercise price for each
recipient may not be greater than 4 times annual salary
and such grants are phased. Grants under the unapproved
share option scheme (approved by shareholders in general
meeting) are made by the Remuneration Committee upon the
achievement of specified performance criteria.
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REMUNERATION REPORT CONTINUED
The criteria applicable to both schemes were chosen as being
those most likely to provide enhanced shareholder value from
the performance of Executives. They are:
• on grant of an option, an increase in the average of the
previous three years’ earnings per share of at least 3%
more than the corresponding increase in the Retail Price
Index over the same period; and
• on exercise of an option, an increase in the average of the
previous three years’ net asset value per share of at least
3% more than the corresponding increase in the FTSE
Real Estate Index over the same period.
It is intended that these policies will be continued for the next
year and subsequent years.
IMPLEMENTATION REPORT (NOT SUBJECT TO AUDIT)
A graph showing the Company’s total shareholder return
relative to the FTSE Real Estate and FTSE Small Cap
Indices is reproduced above. Total shareholder return is
calculated to show the theoretical growth in the value of a
shareholding over a specified period, assuming that dividends
are reinvested to purchase additional shares. Company
performance graphs are contained in the Strategic Report on
page 7.
70
90
110
130
150
170
190
CDFF Total Return
Source: Datastream
FTSE SMALL CAP Total Return FTSE REAL ESTATE Total Return
10/25/2016
12/09/2016
01/25/2017
03/13/2017
04/27/2017
06/13/2017
07/28/2017
09/13/2017
10/30/2017
12/14/2017
01/30/2018
03/16/2018
05/02/2018
06/18/2018
08/02/2018
09/18/2018
11/02/2018
12/19/2018
02/04/2019
03/21/2019
05/07/2019
06/21/2019
08/07/2019
09/23/2019
11/07/2019
12/24/2019
02/07/2020
03/25/2020
05/11/2020
06/25/2020
08/11/2020
09/25/2020
11/11/2020
12/28/2020
02/11/2021
03/30/2021
05/14/2021
06/30/2021
08/16/2021
09/30/2021
11/16/2021
12/31/2021
02/16/2022
04/04/2022
05/19/2022
07/05/2022
08/19/2022
10/05/2022
Nigel D Jamieson
Karen L Chandler
J Richard Wollenberg
0
100
£’000
200 300
Maximum remuneration
Expected remuneration
Minimum remuneration
MAXIMUM, MINIMUM AND EXPECTED DIRECTOR REMUNERATION
(£’000)
31310 22 November 2022 4:38 pm v2
19
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2022
Stock code: CDFF
Cardiff Property AR2022.indd 19Cardiff Property AR2022.indd 19 22/11/2022 16:39:2922/11/2022 16:39:29
REMUNERATION REPORT CONTINUED
The remuneration paid to all employees, dividends paid, and purchase of own shares were as follows:
2022
£’000
2021
£’000 % change
Total employee costs 392 390 0.5%
Dividends 210 2 11 –0.5%
Purchase of own shares 791 1,492 –47.0%
Total remuneration 2022 2021 2020 2019 2018 2017
2021
to
2022
2020
to
2021
2019
to
2020
2018
to
2019
2017
to
2018
Percentage
change over
5 years
J R Wollenberg 195 184 190 182 177 212 6% –3% 4% 3% –17% –8%
Karen Chandler 69 66 65 62 59 56 5% 2% 5% 5% 5% 23%
Nigel Jamieson 12 12 12 12 12 12 0% 0% 0% 0% 0% 0%
Total employee costs 392 390 382 372 401 378 1% 2% 3% –7% 6% 4%
Number of employees 2 2 2.75 3 3 3
DIRECTORS’ REMUNERATION (SUBJECT TO AUDIT)
The total remuneration (including pension contributions) paid to the Chief Executive Officer was £195,000 (2021: £184,000)
representing a 6.0% increase in the year. J Richard Wollenberg’s basic salary has remained the same. The maximum potential
remuneration of J Richard Wollenberg assuming the maximum bonus of 50% was received would be £237,000.
The emoluments of the Directors were as follows:
Salary
£’000
Bonus
£’000
Benefits
£’000
Pension
£’000
Total
2022
£’000
As Executives
J R Wollenberg 141 29 25 – 195
K L Chandler 64 3 – 2 69
205 32 25 2 264
As Non-Executive
N D Jamieson 12 – – – 12
217 32 25 2 276
Salary
£’000
Bonus
£’000
Benefits
£’000
Pension
£’000
Total
2021
£’000
As Executives
J R Wollenberg 141 16 27 – 184
K L Chandler 62 3 – 1 66
203 19 27 1 250
As Non-Executive
N D Jamieson 12 – – – 12
215 19 27 1 262
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REMUNERATION REPORT CONTINUED
Percentage change 2021 to 2022
Salary
%
Bonus
%
Benefits
%
Pension
%
Total
%
As Executives
J R Wollenberg – 81.3 (7.4) –– 6.0
K L Chandler 3.2 – – 100.0 4.5
1.0 68.4 (7.4) 100.0 5.6
As Non-Executive
N D Jamieson – – – – –
0.9 68.4 (7.4) 100.0 5.3
The above table includes bonuses, which are based on the
results for the year to 30 September 2022 and are payable in
December 2022, see page 18 for details of bonus calculation.
Bonuses of £16,000 for J R Wollenberg and £3,000 for K L
Chandler in respect of the year to 30 September 2021 were
paid in December 2021. J R Wollenberg’s salary includes
£24,000 of pension contribution entitlement which was
elected to be taken as salary.
2022
Bonus
awarded
£’000
Maximum
bonus
£’000
Bonus as
percentage
of maximum
%
Executive Directors
J R Wollenberg 29 71 40.8
K L Chandler 3 32 9.4
32 103 31.1
2021
Bonus
awarded
£’000
Maximum
bonus
£’000
Bonus as
percentage
of maximum
%
Executive Directors
J R Wollenberg 16 71 22.5
K L Chandler 3 31 9.7
19 102 18.6
The information above is in respect of the Company. In
addition, J Richard Wollenberg is entitled to consultancy
fees of £60,000 in respect of Campmoss Property Company
Limited (2021: £60,000), see note 25. Benefits relates to
the provision of health care and life assurance to J Richard
Wollenberg.
The Directors are considered to be the only key management
personnel of the Group.
Director’s remuneration for the year to 30 September 2023 is
expected to remain at similar levels, with the only significant
variable being J R Wollenberg’s bonus which is calculated with
reference to the change in net assets.
DIRECTORS INTEREST IN SHARES (NOT SUBJECT TO AUDIT)
See page 13 of the Director’s Report for details of Directors’
interest in shares.
SERVICE CONTRACTS (NOT SUBJECT TO AUDIT)
J Richard Wollenberg has a service contract for a three-year
rolling term. In the opinion of the Committee the notice
period is necessary in order to secure J Richard Wollenberg’s
services at the current terms of his employment.
K Chandler has a service contract which can be terminated by
either party upon giving three months’ notice in writing.
The contracts are available for inspection at the Company’s
registered office.
REMUNERATION OF NON-EXECUTIVE DIRECTOR (NOT SUBJECT TO
AUDIT)
The remuneration of the Non-Executive Director is determined
by the Board based upon comparable market levels. The Non-
Executive Director is not eligible for any other benefits. His
services can be terminated by either party upon giving three
months’ notice in writing.
VOTING RESULTS FROM PREVIOUS AGM (NOT SUBJECT TO AUDIT)
At the AGM held on 17 January 2022, 99.8% of votes cast
were for the remuneration report including remuneration
policy with 0.1% votes giving the Chairman discretion and
0.1% withheld. Whilst shareholder views have not specifically
been sought the votes from the AGM are indicative of
shareholder support.
EXTERNAL APPOINTMENTS (NOT SUBJECT TO AUDIT)
Executive Directors are allowed to accept external
appointments with the consent of the Board, as long as
these are not likely to lead to conflicts of interest. Executive
Directors are allowed to retain the fees/remuneration paid.
The remuneration report was approved by the Board on 22
November 2022 and signed on its behalf by:
Nigel D Jamieson BSc, FCSI
Chairman of the Remuneration Committee
31310 22 November 2022 4:38 pm v2
21
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2022
Stock code: CDFF
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STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report
and the Group and Parent Company financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and
Parent Company financial statements for each financial
year. Under that law they are required to prepare the
Group financial statements in accordance with UK-adopted
international accounting standards (“UK-adopted IAS”)
and applicable law and have elected to prepare the Parent
Company financial statements in accordance with UK
accounting standards, including FRS 101 Reduced Disclosure
Framework.
Under Company law the Directors must not approve the
financial statements unless they are satisfied that they give
a true and fair view of the state of affairs of the Group and
Parent Company and of their profit or loss for that period. In
preparing each of the Group and Parent Company financial
statements, the Directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and estimates that are reasonable,
relevant, reliable and prudent;
• for the Group financial statements, state whether they
have been prepared in accordance with UK-adopted
international accounting standards (“UK-adopted IAS”);
• for the Parent Company financial statements, state
whether applicable UK accounting standards have been
followed, subject to any material departures disclosed and
explained in the Parent Company financial statements;
• assess the Group and Parent Company’s ability to continue
as a going concern, disclosing, as applicable, matters
related to going concern; and
• use the going concern basis of accounting unless they
either intend to liquidate the Group or the Parent Company
or to cease operations or have no realistic alternative but
to do so.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Parent Company’s transactions and disclose with
reasonable accuracy at any time the financial position of the
Parent Company and enable them to ensure that its financial
statements comply with the Companies Act 2006. They are
responsible for such internal control as they determine is
necessary to enable the preparation of financial statements
that are free from material misstatement, whether due to
fraud or error, and have general responsibility for taking
such steps as are reasonably open to them to safeguard the
assets of the Group and to prevent and detect fraud and
other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors’ Report,
Directors’ Remuneration Report and Corporate Governance
Statement that complies with that law and those regulations.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information included on
the Company’s website. Legislation in the UK governing the
preparation and dissemination of financial statements may
differ from legislation in other jurisdictions.
RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF
THE ANNUAL FINANCIAL REPORT
We confirm that to the best of our knowledge:
• the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair
view of the assets, liabilities, financial position and profit or
loss of the Company and the undertakings included in the
consolidation taken as a whole; and
• the strategic report includes a fair review of the
development and performance of the business and the
position of the issuer and the undertakings included in the
consolidation taken as a whole, together with a description
of the principal risks and uncertainties that they face.
We consider the annual report and accounts, taken as a
whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Group’s
position and performance, business model and strategy.
J Richard Wollenberg
22 November 2022
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INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF THE CARDIFF PROPERTY PLC
OPINION
We have audited the financial statements of The Cardiff
Property Plc (the ‘parent company’) and its subsidiaries
(the ‘group’) for the year ended 30 September 2022 which
comprise the Consolidated Income Statement, Consolidated
Statement of Comprehensive Income, Consolidated Balance
Sheet, Consolidated Cash Flow Statement, Consolidated
Statement of Changes in Equity, notes to the consolidated
financial statements, including significant accounting policies,
Company Balance Sheet, Company Statement of Changes
in Equity and notes to the financial statements, including
significant accounting policies. The financial reporting
framework that has been applied in the preparation of the
Group financial statements is applicable law and UK-adopted
international accounting standards. The financial reporting
framework that has been applied in the preparation of the
Parent Company financial statements is applicable law and
United Kingdom Accounting Standards, including FRS 101
Reduced Disclosure Framework (United Kingdom Generally
Accepted Accounting Practice).
In our opinion:
• the financial statements give a true and fair view of the
state of the group’s and of the parent company’s affairs
as at 30 September 2022 and of the group’s profit for the
year then ended;
• the group financial statements have been properly
prepared in accordance with UK-adopted international
accounting standards;
• the parent company financial statements have been
properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
• the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
BASIS FOR OPINION
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described
in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We are independent of the
group and parent company in accordance with the ethical
requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard as
applied to listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
opinion.
CONCLUSIONS RELATING TO GOING CONCERN
In auditing the financial statements, we have concluded that
the director’s use of the going concern basis of accounting
in the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the group’s
and parent company’s ability to continue to adopt the going
concern basis of accounting included:
a) Determining if all relevant information has been included in
the assessment of going concern including completeness
of forecast expenditure.
b) Analysing cash flow forecasts and budgets, reviewing
the underlying assumptions in relation to expenditure,
challenging management’s assumptions and inputs for
reasonableness, and checking mathematical accuracy.
c) Considering the cash position at and after the year end.
d) Reviewing the reasonable worst-case forecast scenario
prepared by management and the financial resources
available to deal with this outcome.
Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions
that, individually or collectively, may cast significant doubt on
the group’s or parent company’s ability to continue as a going
concern for a period of at least twelve months from when the
financial statements are authorised for issue.
In relation to the entity’s reporting on how it has applied the
UK Corporate Governance Code, we have nothing material to
add or draw attention to in relation to the directors’ statement
in the financial statements about whether the directors
considered it appropriate to adopt the going concern basis of
accounting.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
OUR APPLICATION OF MATERIALITY
The quantitative and qualitative thresholds for materiality
determine the scope of our audit and the nature, timing
and extent of our audit procedures. The materiality for
the financial statements as a whole applied to the group
financial statements was £309,000 (2021: £294,000) based
on 1% of gross assets. We based the materiality on gross
assets because we consider this to be the most relevant
performance indicator as the group specialises in property
investment and development. The performance materiality
for the group was £216,300 (2021: £205,800) or 70% which
was determined based on the assessed risk of the group. The
Group is considered lower on the risk spectrum as historically
the records have been accurately maintained with a small
number of errors identified from audit and there are few
significant judgements or estimations outside of the property
valuations, which are determined based on an independent
management appointed expert’s report.
The materiality for the financial statements as a whole applied
to the parent company financial statements was £165,000
(2021: £137,000) based on 1% of gross assets. We based
the materiality on gross assets because we consider this to
be the most relevant performance indicator as the parent
company specialises in property investment and development.
The performance materiality for the parent company was
£115,500 (2021: £95,900) being 70% of materiality. The
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2022
Stock code: CDFF
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INDEPENDENT AUDITOR’S REPORT CONTINUED
parent company is considered lower on the risk spectrum
as historically the records have been accurately maintained
with a small number of errors identified from audit and there
are few significant judgements or estimations outside of
the property valuations which are determined based on an
independent management appointed expert’s report. For each
component in the scope of our group audit, we allocated a
materiality that was less than our overall group materiality.
We agreed with those charged with governance that we
would report all differences identified during the course of our
group audit in excess of £15,450 (2021: £14,700) and parent
company audit in excess of £8,250 (2021: £6,850).
OUR APPROACH TO THE AUDIT
As part of our planning, we assessed all components of
the group for significance under ISA (UK) 600 in order to
determine the scope of the work to be performed. Those
entities of the group which were considered to be significant
components, being The Cardiff Property Plc, First Choice
Estates Plc and Thames Valley Retirement Homes Limited,
were subject to full scope audit procedures in accordance
with ISA (UK) 600 for group and statutory reporting purposes.
Those entities in the group which were considered to be
non-significant components, being Village Residential Plc
and The Land Bureau Limited, are dormant members of the
group headed by The Cardiff Property Plc and therefore no
audit work has been performed on these entities. In addition,
we carried out full scope audits of the group’s joint venture in
order to ensure the correct inclusion of the group’s share of
results. Procedures were then performed to address the risks
identified and for any significant assessed risks of material
misstatement. We looked at key areas involving significant
accounting estimates and judgements by the directors such
as the valuation of investment properties. The procedures
performed are outlined below in the Key audit matters
sections of this report.
We also addressed the risk of management override of
internal controls, including among other matters consideration
of whether there was evidence of bias that represented a risk
of material statement due to fraud.
All audit work was carried out by PKF Littlejohn LLP and no
reliance was placed on the work of any component auditors.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
financial statements of the current period and include the
most significant assessed risks of material misstatement
(whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the
allocation of resources in the audit; and directing the efforts of
the engagement team. These matters were addressed in the
context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Key Audit Matter How our scope addressed this matter
Carrying Value of Investment Properties (note 13)
The valuation of investment
property requires significant
judgement and estimates by
management and the external
valuer.
The valuation of the group’s
property portfolio is inherently
subject to, among other factors,
the individual nature of each
property, its location and the
expected future rentals, yield
data and comparable market
transactions.
Consequently, there is an
inherent risk that the carrying
value could be subject to
material estimation bias.
Our work in this area included:
• Verifying ownership of investment property (e.g. to title deeds ensuring title is in the
name of the entity).
• Testing disposals in the period to supporting documentation ensuring treatment was in
accordance with the applicable financial reporting framework.
• Ensuring appropriate classification as investment property by reference to nature and
underlying agreements.
• Where investment properties are held at fair value, we considered whether the
frequency of valuations appears appropriate in accordance with the applicable financial
reporting framework.
• Using an auditor’s expert to assist in the review and challenge of the valuation prepared
by management’s independent expert.
Based on the procedures performed, we consider that management’s judgements and the
resultant investment property valuations are not materially misstated.
We do however draw your attention to note 13, which describes the directors’ assessment
of the impact of a significant repricing of assets in the financial markets, resulting in risk
of UK financial instability, on the valuation of the investment properties in these financial
statements. The directors have explained that the events arising from the above do not
mean that the valuation of investment properties cannot be relied upon, only that a higher
degree of caution should be taken when relying upon the valuation than would normally be
the case. Our opinion is not modified in this respect.
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INDEPENDENT AUDITOR’S REPORT CONTINUED
OTHER INFORMATION
The other information comprises the information included in
the annual report, other than the financial statements and
our auditor’s report thereon. The directors are responsible for
the other information contained within the annual report. Our
opinion on the group and parent company financial statements
does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express
any form of assurance conclusion thereon. Our responsibility
is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the
course of the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies
or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement
in the financial statements themselves. If, based on the work
we have performed, we conclude that there is a material
misstatement of this other information, we are required to
report that fact.
We have nothing to report in this regard.
OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES
ACT 2006
In our opinion the part of the directors’ remuneration report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of
the audit:
• the information given in the strategic report and the
directors’ report for the financial year for which the
financial statements are prepared is consistent with the
financial statements; and
• the strategic report and the directors’ report have been
prepared in accordance with applicable legal requirements.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY
EXCEPTION
In the light of the knowledge and understanding of the group
and the parent company and their environment obtained
in the course of the audit, we have not identified material
misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters
in relation to which the Companies Act 2006 requires us to
report to you if, in our opinion:
• 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 and the part of
the directors’ remuneration report to be audited 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.
CORPORATE GOVERNANCE STATEMENT
We have reviewed the directors’ statement in relation to
going concern, longer-term viability and that part of the
Corporate Governance Statement relating to the group’s and
parent company’s compliance with the provisions of the UK
Corporate Governance Code specified for our review by the
Listing Rules.
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements of the
Corporate Governance Statement is materially consistent with
the financial statements or our knowledge obtained during
the audit:
• Directors’ statement with regards the appropriateness of
adopting the going concern basis of accounting and any
material uncertainties identified set out on page 17;
• Directors’ explanation as to their assessment of the
group’s prospects, the period this assessment covers and
why the period is appropriate set out on page 17;
• Directors’ statement on whether they have a reasonable
expectation that the group will be able to continue in
operation and meet its liabilities set out on page 17;
• Directors’ statement that they consider the annual report
and the financial statements, taken as a whole, to be fair,
balanced and understandable set out on page 22;
• Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on
page 6;
• The section of the annual report that describes the review
of effectiveness of risk management and internal control
systems set out on page 16; and
• The section describing the work of the audit committee
set out on page 15.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the statement of directors’
responsibilities, the directors are responsible for the
preparation of the group and parent company financial
statements and for being satisfied that they give a true
and fair view, and for such internal control as the directors
determine is necessary to enable the preparation of financial
statements that are free from material misstatement,
whether due to fraud or error.
In preparing the group and parent company financial
statements, the directors are responsible for assessing the
group’s and the parent company’s ability to continue as a
going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the
group or the parent company or to cease operations, or have
no realistic alternative but to do so.
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2022
Stock code: CDFF
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INDEPENDENT AUDITOR’S REPORT CONTINUED
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL
STATEMENTS
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error,
and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is
not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line
with our responsibilities, outlined above, to detect material
misstatements in respect of irregularities, including fraud.
The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
• We obtained an understanding of the group and parent
company, and the sector in which it operates to identify
laws and regulations that could reasonably be expected
to have a direct effect on the financial statements.
We obtained our understanding in this regard through
discussions with management and the application of
cumulative audit knowledge and experience of the sector.
• We determined the principal laws and regulations relevant
to the group and parent company in this regard to be
those arising from London Stock Exchange Listing rules,
Companies Act 2006 and the Disclosure and Transparency
regulations applicable to the group.
• We designed our audit procedures to ensure the audit
team considered whether there were any indications of
non-compliance by the group and parent company with
those laws and regulations. These procedures included,
but were not limited to enquiries of management,
review of minutes and RNS announcements, review
of legal expenses and review of legal and regulatory
correspondence.
• We also identified the risks of material misstatement of
the financial statements due to fraud. We considered,
in addition to the non-rebuttable presumption of a risk
of fraud arising from management override of controls,
that the potential for management bias was identified
in relation to the valuation of investment properties and
the provision for deferred tax. We addressed this by
challenging the assumptions and judgements made by
management. In addition, we engaged an auditor’s expert
in order to assist with our challenge of management’s
investment property valuations.
• As in all of our audits, we addressed the risk of fraud
arising from management override of controls by
performing audit procedures which included, but were not
limited to: the testing of journals; reviewing accounting
estimates for evidence of bias; and evaluating the
business rationale of any significant transactions that are
unusual or outside the normal course of business.
Because of the inherent limitations of an audit, there is a
risk that we will not detect all irregularities, including those
leading to a material misstatement in the financial statements
or non-compliance with regulation. This risk increases the
more that compliance with a law or regulation is removed
from the events and transactions reflected in the financial
statements, as we will be less likely to become aware of
instances of non-compliance. The risk is also greater regarding
irregularities occurring due to fraud rather than error, as fraud
involves intentional concealment, forgery, collusion, omission
or misrepresentation.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council’s website at: www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
OTHER MATTERS WHICH WE ARE REQUIRED TO ADDRESS
We were appointed by the Audit Committee on 12 April 2021
to audit the financial statements for the period ending 30
September 2021 and subsequent financial periods. Our total
uninterrupted period of engagement is 2 years, covering the
periods ending 30 September 2021 to 30 September 2022.
The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the group or the parent
company and we remain independent of the group and the
parent company in conducting our audit.
Our audit opinion is consistent with the additional report to
the audit committee.
USE OF OUR REPORT
This report is made solely to the company’s members,
as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so
that we might state to the company’s members those matters
we are required to state to them in an auditor’s report and for
no other purpose. To the fullest extent permitted by law, we
do not accept or assume responsibility to anyone, other than
the company and the company’s members as a body, for our
audit work, for this report, or for the opinions we have formed.
Timothy Herbert
(Senior Statutory Auditor)
For and on behalf of
PKF Littlejohn LLP
Statutory Auditor
15 Westferry Circus
Canary Wharf
London E14 4HD
Date: 22 November 2022
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Notes
2022
£’000
2021
£’000
Revenue 4 703 596
Cost of sales (64 ) (33 )
Gross profit 639 563
Administrative expenses (461 ) (502 )
Other operating income 5 5 74 553
Operating profit before fair value movement on investment properties 6 752 6 14
Fair value movement on investment properties 13 299 533
Operating profit 1,051 1,1 47
Financial income 7 80 54
Financial expense 7 (8 ) (9 )
Profit on sale of investment properties 706 –
Share of profit of Joint Venture 15 868 67
Profit before taxation 4–9 2,697 1,259
Taxation 10 (291 ) (1 81 )
Profit for the financial year attributable to equity Holders 2,406 1,078
Earnings per share on profit for the financial year – pence
Basic and diluted 11 218.23 91 .91
Dividends
Final 2021 paid 1 3.5 p (2020: 1 2.8 p) 150 15 2
Interim 2022 paid 5.5 p (2021 5.0 p) 60 59
Final 2022 proposed 1 5.0 p (2021: 1 3.5 p) 162 15 1
These results relate entirely to continuing operations.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2022
Notes
2022
£’000
2021
£’000
Profit for the financial year 2,406 1,078
Items that cannot be reclassified subsequently to profit or loss
Net change in fair value of other properties 14 59 8
Net change in fair value of investments at fair value through comprehensive income 15 (94 ) (21 )
Total comprehensive income and expense for the year attributable to the equity
holders of the Parent Company 2,371 1,065
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2022
Stock code: CDFF
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2022
Cardiff Property AR2022.indd 27Cardiff Property AR2022.indd 27 22/11/2022 16:39:3022/11/2022 16:39:30
CONSOLIDATED BALANCE SHEET
AT 30 SEPTEMBER 2022
Notes
2022
£’000
2022
£’000
2021
£’000
2021
£’000
Non-current assets
Freehold investment properties 13 5,985 5,968
Property, plant, and equipment 14 300 240
Right of use asset 14 145 15 5
Investment in Joint Venture 15 13,758 1 5,890
Other financial assets 15 898 1,073
Current assets
Inventory and work in progress 16 694 689
Trade and other receivables 17 223 14 0
Term deposits 4,041 1,907
Cash and cash equivalents 4,912 3,594
Total assets 30,956 29,656
Current liabilities
Trade and other payables 18 (599 ) (752 )
Corporation tax (198 ) (158 )
(797 ) (91 0 )
Non-current liabilities
Lease liability 14 (1 72 ) (1 78 )
Deferred tax liability 19 (1 75 ) (1 26 )
Total liabilities (1,144 ) (1,21 4 )
Net assets 29,812 28,442
Equity
Called up share capital 20 216 223
Share premium account 5,076 5,07 6
Other reserves 21 2,450 2,478
Investment property fair value reserve 22 2,095 1,81 4
Retained earnings 19,975 18,851
Total equity 29,812 28,442
Net assets per share 12 £27 .56 £25.49
These financial statements were approved by the Board of Directors on 22 November 2022 and authorised for issue on its
behalf by:
J Richard Wollenberg
Director
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CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2022
2022
£’000
2021
£’000
Cash flows from operating activities
Profit for the year 2,406 1,078
Adjustments for:
Depreciation right of use assets 10 10
Financial income (80 ) (54 )
Financial expense 8 9
Profit on sale of investment property (706 ) –
Share of profit of Joint Venture (868 ) (67 )
Fair value movement on investment properties (299 ) (533 )
Taxation 291 18 1
Cash flows from operations before changes in working capital 762 624
Acquisition of inventory and work in progress (5 ) (1 )
(Increase)/decrease in trade and other receivables (67 ) 97
(Decrease)/increase in trade and other payables (128 ) 223
Cash generated from operations 562 943
Tax paid (218 ) (43 )
Net cash flows from operating activities 344 900
Cash flows from investing activities
Interest received 81 49
Dividend from Joint Venture 3,00 0 500
Proceeds from sale of investment property 1,00 0 462
Acquisition of investment property, and plant and equipment (39 ) (45 )
Acquisition of investments – (1 69 )
Proceeds from sale of investments 81 –
Increase in held term deposits (2,134 ) (1 59 )
Net cash flows from investing activities 1,989 638
Cash flows from financing activities
Purchase of own shares (791 ) (1,492 )
Lease payments (14 ) (1 4 )
Dividends paid (21 0 ) (21 1 )
Net cash flows (used in)/from financing activities (1,0 15 ) (1,71 7 )
Net increase/(decrease) in cash and cash equivalents 1,318 (1 79 )
Cash and cash equivalents at beginning of year 3,594 3,773
Cash and cash equivalents at end of year 4,912 3,594
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2022
Stock code: CDFF
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2022
Called up
share capital
£’000
Share
premium
account
£’000
Other
reserves
(note 21)
£’000
Investment
property
fair value
reserve*
£’000
Retained
earnings
£’000
Total equity
£’000
At 1 October 2020 239 5,07 6 2,475 3,1 39 18,1 51 29,080
Profit for the year – – – – 1,078 1,078
Other comprehensive income –
revaluation of investments – – (21 ) – – (21 )
Net change in fair value of own use
freehold property – – 8 – – 8
Transactions with equity holders
Dividends – – – – (21 1 ) (21 1 )
Purchase of own shares (1 6 ) – 16 – (1,492 ) (1,492 )
Total transactions with equity holders (1 6 ) – 16 – (1,703 ) (1,703 )
Fair value movements on investment
properties - Cardiff – – – 526 (526 ) –
Disposal of property - Cardiff – – – (259 ) 259 –
Fair value movements on investment
properties – Campmoss Group – – – (1,592 ) 1,592 –
At 30 September 2021 223 5,07 6 2,478 1,814 18,851 28,442
Profit for the year – – – – 2,406 2,406
Other comprehensive income –
revaluation of investments – – (94 ) – – (94 )
Net change in fair value of own use
freehold property – – – – 59 – – – – 59
Transactions with equity holders
Dividends – – – – (21 0 ) (21 0 )
Purchase of own shares (7 ) – 7 – (791 ) (791 )
Total transactions with equity holders (7 ) – 7 – (1,00 1 ) (1,00 1 )
Fair value movements on investment
properties - Cardiff – – – 299 (299 ) –
Disposal of property - Cardiff – – – (171 ) 17 1 –
Fair value movements on investment
properties – Campmoss Group – – – 153 (153 ) –
At 30 September 2022 216 5,07 6 2,450 2,095 19,975 29,812
* Includes fair value movements on investment properties held by Campmoss Group, our Joint Venture, which are presented in investment property fair value reserve to demonstrate these are
unrealised.
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NOTES TO THE FINANCIAL STATEMENTS
1 ACCOUNTING STANDARDS
The consolidated results for the year ended 30 September 2022 and 2021 are prepared in accordance with UK-adopted
international accounting standards (“UK-adopted IAS”) and those parts of the Companies Act 2006 applicable to companies
reporting under IFRS and have been incorporated into the principal accounting policies as set out in note 2.
The Company has elected to prepare its Parent Company financial statements in accordance with FRS 101 (Reduced Disclosure
Framework) and these are presented on pages 51 to 55.
2 ACCOUNTING POLICIES
Basis of preparation
The following principal accounting policies have been applied in dealing with items which are considered material in relation
to the Group’s financial statements. The financial statements have been prepared on the historical cost basis except that
the following assets and liabilities are stated at their fair value: financial instruments classified as fair value through other
comprehensive income; investment properties; and own use freehold property. These accounting policies have been applied
consistently across the Group for the purposes of these consolidated financial statements. The financial statements are
prepared in pounds sterling and presented to the nearest thousand.
Going concern
The financial statements have been prepared on a going concern basis, which assumes that the Group will continue to meet its
liabilities as they fall due. The Group’s activities, together with the factors likely to affect its future development, performance
and position are set out in the Chairman’s Statement and Strategic Report on pages 4 to 11. The financial position of the Group,
its property portfolio under management, asset base, liquidity and key performance indicators are described on pages 5 to 7.
In addition, note 20 includes the Group’s objectives, policies and processes for managing its capital and note 26, its financial
risk management objectives and details of its exposures to credit risk, liquidity risk, market risk, currency risk and interest
rate risk.
The Group has sufficient financial resources to enable it to continue to trade and to complete the current maintenance and
development programme. The Group is ungeared, and the cash flow forecasts do not assume any debt being required.
Therefore, the Directors believe that the Group is well placed to manage its business risks successfully despite the current
economic uncertainty.
The Group is in the enviable position of having significant cash balances at 30 September 2022, the Cardiff Group had
cash balances of £4.9m and a further £4.0m term deposits (with maturity dates of 95 days), in addition the Company has
investments of £0.9m of which £0.8m are readily marketable. The Group has an operating cost base including tax and dividends
of under £1m per annum so even with no income for several years the Group would remain solvent.
The Cardiff Group receives a management fee from Campmoss of around £0.5m per annum, there is no reason to assume
this income would not be received as the Campmoss Group had cash balances at 30 September 2022, of £6.6m and a further
£9.6m term deposits (with maturity dates of 95 days). Campmoss have an annual operating cost base excluding development
but including Cardiff management fee of under £1.5m, so Campmoss Group similarly has a strong balance sheet.
After making enquiries, the Directors have a reasonable expectation that the Company and the Group have adequate resources
to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in
preparing the annual report and financial statements.
Basis of consolidation
The Group’s financial statements consolidate those of the Company and its subsidiaries and equity account for the interest in
the Joint Venture. Subsidiary companies are those entities under the control of the Company, where control means the power
to direct relevant activities of the entity so as to obtain benefit from these activities. The results of subsidiary undertakings
acquired or disposed of in the year are included in the consolidated income statement from the date control is obtained or up to
the date when control is lost. Intra-Group transactions are eliminated on consolidation.
Joint Ventures are those in whose activities the Group has joint control, established by contractual agreement and requiring
unanimous consent for strategic financial and operating decisions. The Group’s investment in the Joint Venture is accounted for
using the equity method, hence the Group’s share of the gains and losses of the Joint Venture is included in the consolidated
income statement and its interest in the net assets is included in investments in the consolidated balance sheet.
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2022
Stock code: CDFF
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
2 ACCOUNTING POLICIES (CONTINUED)
Use of estimates and judgements
The preparation of financial statements in conformity with IFRSs 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. These estimates are discussed in further detail in note 3.
Investment properties
Investment properties are properties which are held either to earn rental income or for capital appreciation or both. Investment
properties are initially recognised at cost, including related transaction costs and annually revalued at fair value, with any change
therein recognised in the income statement, and transferred to the investment property fair value reserve in the balance sheet.
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 portfolio each year. The Directors of the Joint Venture value
its portfolio each year using their own experience and knowledge of the local property market with valuations considering yields
on similar properties in the area, vacant space and covenant strength.
Design, construction and management expenses together with interest incurred in respect of investment properties in the
course of initial development are capitalised until the building is effectively completed and available for letting. Thereafter
they are charged to the income statement. Whilst under development such properties are classified either as inventory if
development has commenced with a view to sale and are recorded at cost or retained within investment properties and
revalued at the year end and surpluses or deficits are recognised in the income statement.
Proceeds from the sale of investment properties are not included in revenue, but in profit or loss on sale of investment
property. The profit or loss on disposal is calculated with reference to the carrying amount in the balance sheet. Purchases and
sales of investment properties are accounted for on completion.
Property, plant and equipment and depreciation
Property is stated at fair value using valuations prepared on the same basis as investment properties described above. Any
surplus arising on the fair value is recognised in other comprehensive income except to the extent that it reverses a previous
fair value deficit on the same asset recognised in profit and loss. Any deficit on fair value is recognised in profit and loss except
to the extent that it reverses a previous fair value surplus on the same asset. Plant and equipment are stated at cost less
accumulated depreciation and impairment losses.
Provision is made for depreciation so as to write off their cost on a straight-line basis over their expected useful lives as follows:
• Land Not depreciated
• Freehold property 50 years
• Motor vehicles 4 years
• Fixtures, fittings and equipment 4 years
In accordance with IAS 16.35 the fair value of the freehold property is presented by eliminating accumulated depreciation and
adjusting the gross book value of the asset to equal revalued amount.
Impairment
The carrying amounts of the Group’s assets, are reviewed at each balance sheet date to determine whether there is any
indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated, and an impairment loss
recognised where the recoverable amount is less than the carrying value of the asset. Any impairment losses are recognised in
the income statement.
Inventory and work in progress
Inventory, being properties under development intended for ultimate resale and properties held for sale, are stated at the lower
of cost, including attributable overheads, and net realisable value.
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
2 ACCOUNTING POLICIES (CONTINUED)
Revenue
Revenue consists of rental income, earned under operating leases granted, from properties held for investment purposes and
from properties held in inventory which are currently occupied, together with the proceeds from the sale of properties held
in inventory. Sales of such property are recognised on the date of completion. Rental income is recognised in the Income
Statement on a straight-line basis over the total lease period. Payments due on early terminations of lease agreements
are recognised in the Income Statement within revenue. Lease incentives are recognised as an integral part of the net
consideration for the use of the property and amortised on a straight-line basis over the term of the lease.
Other income
Oher income consists of management fees charged to Campmoss Group for services provided during the year and other items
which are not revenue and are recognised in the period in which the income relates.
Financial assets
Investments in equity securities are classified as assets recognised at fair value through comprehensive income (FVOCI)
and are stated at fair value with any resultant gain or loss being recognised in other comprehensive income. When these
investments are derecognised the cumulative gain or loss previously recognised in other comprehensive income is transferred
from other reserves to retained earnings.
Term deposits where the call date is greater than 90 days from the date of deposit are shown separately on the balance sheet
and are included in investing activities in the cash flow.
Trade and other receivables
Trade and other receivables are valued using the expected credit loss model using the simplified approach.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits, that are repayable on demand and form an integral part
of the Group’s cash management and are included as a component of cash and cash equivalents for the purpose only of the
statement of cash flows.
Reserves
Reserves comprises issued share capital, share premium, other reserves, investment property fair value reserve and
retained earnings.
Dividends
Interim dividends are recorded in the financial statements when they are paid. Final dividends are recognised as a liability in the
period in which they are approved by the Company’s shareholders.
Taxation
Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the Income Statement except to
the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the
balance sheet date and any adjustment to tax payable in respect of previous years.
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial
recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination; and
differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The
amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets
and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which
the asset can be utilised.
Leases
IFRS 16 – Leases was effective for the year ended 30 September 2020. IFRS 16 removes the distinction between operating and
financial leases, which for lessees resulted in almost all operating leases being brought on balance sheet.
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2022
Stock code: CDFF
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
2 ACCOUNTING POLICIES (CONTINUED)
IFRS
The following standards are issued but not yet effective. The Group intends to adopt these standards, if applicable, when they
become effective. It is not expected that these standards will have a material impact on the Group.
Standard Effective date
Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37) 1 January 2022
Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16) 1 January 2022
Annual Improvements to IFRS Standards 2018-2020 (Amendments to IFRS 1, IFRS 9, IFRS 16 and IAS 41) 1 January 2022
Amendments to IFRS 3: References to Conceptual Framework 1 January 2022
Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current
or Non-current* 1 January 2023
Disclosure of accounting policies (Amendments to IAS 1 1 January 2023
Extension of temporary exemption of applying IFRS 9 (Amendments to IFRS 4) 1 January 2022
Deferred Tax relating to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12) 1 January 2023
Initial Application of IFRS 17 and IFRS 9 – Comparative Information Amendment to IFRS 17)* 1 January 2023
Definition of accounting estimates (Amendments to IAS 8) 1 January 2023
Amendments to IFRS 17 Insurance contracts 1 January 2023
* Subject to endorsement
3 CRITICAL ESTIMATES, JUDGEMENTS AND ERRORS
The key accounting judgements are:
1. Fair value of the investment properties
An external valuer is used to value the investment properties held by Cardiff see note 13 for further details.
2. Classifying properties as investment properties or inventory
Properties are held as investment properties if they are held for capital appreciation and rental income and properties are held
as inventory where they are being actively marketed for sale and the Group no longer intend to hold once a suitable sale can
be negotiated. However there have been experiences in the past where an offer received for an investment property has been
accepted and the property sold and similarly properties have been moved to inventory but a suitable offer has not been received
so the property has continued to be held.
3. Management’s assessment that inventories have not been impaired
Management asses the carrying value of inventories with reference to similar property valuations based on location, size and
usage and their experience and also seek views from local estate agents.
4. Classification of Campmoss Group as a Joint Venture
Campmoss is jointly controlled by the Campmoss Board comprising of J R Wollenberg and E R Goodwin each of whom
represents the interests of 50% of the shareholders. Decisions are made jointly, and Board approval is needed for all
key decisions.
5. Carrying value of the Joint Venture
The investment properties in Campmoss Group form a substantial part of Campmoss Group’s net assets and hence the
carrying value of the Group’s share of the Joint Venture. The properties are not independently valued but are valued by the
Directors and by their nature valuations are subjective.
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
3 CRITICAL ESTIMATES, JUDGEMENTS AND ERRORS (CONTINUED)
6. Recoverability of debtors
Judgement is required in assessing the recoverability of debtors, although the collection of the majority of rents for rent
quarters to June and September gives significant comfort.
7. Discount in respect of Aquila Services Group Plc investment
A 40% discount has been applied to the Level 2 quoted share price of Aquila Services Group Plc when valuing the investment, due
to shares having minimal trades relative to the percentage shareholding meaning any disposal would likely devalue the investment.
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 of judgement in which estimates have been used and the assumptions applied are:
8. valuation of investment properties while supported by third party valuations include estimates. All investment property
owned by Cardiff has an independent third-party valuation performed annually. The properties owned by the Campmoss
Group, are valued by the Campmoss Directors having due regard to independent third-party information and valuations as
available; and
9. the deferred taxation provision uses these investment property valuations to calculate the gain or loss and hence deferred
taxation liability. This liability is estimated based on the taxation rates expected to be in place in the future which may differ
from the actual taxation rates at the time of sale.
4 SEGMENTAL ANALYSIS
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
2022
Total
£’000
Rental income (wholly in the UK) 494 209 – 703
Property sales 706 – – 706
Profit before taxation 2,433 264 – 2,697
Net operating assets
Assets 27,006 5,038 (1,088) 30,956
Liabilities (1,936) (296) 1,088 (1,144)
Net assets 25,070 4,742 – 29,812
Property
and other
investment
£’000
Property
Development
£’000
Eliminations
£’000
2021
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 23,842 4,600 – 28,442
“Eliminations” relate to inter segment transactions and balances which cannot be specifically allocated but are eliminated on
consolidation.
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2022
Stock code: CDFF
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
5 OTHER OPERATING INCOME
2022
£’000
2021
£’000
Management fees receivable 535 532
Other income 15 14
Dividends received 24 7
Other operating income 574 553
6 OPERATING PROFIT BEFORE FAIR VALUE MOVEMENTS ON INVESTMENT PROPERTIES
2022
£’000
2021
£’000
Included are the following expenses:
Auditor’s remuneration:
Fees payable to the Company’s auditor for the audit of the annual accounts 37 35
Audit of subsidiary undertakings pursuant to legislation 4 3
Depreciation of plant and equipment – –
Depreciation right of use assets 10 10
7 FINANCIAL INCOME AND EXPENSE
2022
£’000
2021
£’000
Bank and other interest receivable 80 54
Interest payments on right to use assets (8) (9)
8 EMPLOYEES
The average number of persons employed by the Group and the Company (including Executive Directors) during the year was:
Number of employees
2022 2021
Management 3 3
Administration 2 2
5 5
The aggregate payroll costs of these persons were as follows:
2022
£’000
2021
£’000
Wages and salaries 344 344
Social security costs 43 41
Pension costs 5 5
392 390
Pension costs represent amounts paid by the Group to the workplace pension.
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
9 DIRECTORS EMOLUMENTS
The emoluments of the Directors were as follows:
Salary
£’000
Bonus
£’000
Benefits
£’000
Pension
£’000
Total
2022
£’000
As Executives
J R Wollenberg 141 29 25 – 195
K L Chandler 64 3 – 2 69
205 32 25 2 264
As Non-Executive
N D Jamieson 12 – – – 12
217 32 25 2 276
Salary
£’000
Bonus
£’000
Benefits
£’000
Pension
£’000
Total
2021
£’000
As Executives
J R Wollenberg 141 16 27 – 184
K L Chandler 62 3 – 1 66
203 19 27 1 250
As Non-Executive
N D Jamieson 12 – – – 12
215 19 27 1 262
The above table includes bonuses, which are based on the results for the year to 30 September 2022 and are payable
in December 2022, see page 18 for details of bonus calculation. Bonuses of £16,578 for J R Wollenberg and £3,000 for
K L Chandler in respect of the year to 30 September 2021 were paid in December 2021. J R Wollenberg’s salary includes
£24,000 of pension contribution entitlement which was elected to be taken as salary.
The information above is in respect of the Company. In addition, J Richard Wollenberg is entitled to consultancy fees of £60,000
from Campmoss Property Company Limited (2021: £60,000), see note 25.
Details of the Company’s policy on Directors’ remuneration are contained within the remuneration report on pages 18 to 21.
Benefits relates to the provision of health care and life assurance for J Richard Wollenberg.
The Directors are considered to be the only key management personnel of the Group.
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2022
Stock code: CDFF
Cardiff Property AR2022.indd 37Cardiff Property AR2022.indd 37 22/11/2022 16:39:3222/11/2022 16:39:32
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
10 TAXATION
2022
£’000
2021
£’000
Current tax
UK corporation tax on the result for the year 258 158
Adjustment relating to prior year – (1)
Deferred tax
Origination and reversal of timing differences – –
Adjustment relating to prior year – 30
Revaluation of investment properties 56 (2)
Revaluation of investments (23) (4)
Taxation (all recognised in the profit and loss account) 291 181
Reconciliation of effective tax rate:
2022
£’000
2021
£’000
Tax reconciliation
Profit before taxation 2,697 1,259
Profit before taxation multiplied by standard rate of corporation tax in the UK of 19% (2021: 19%) 512 239
Effects of:
Joint Venture (165) (13)
Non-taxable income (5) (113)
Non-deductible expenditure 6 10
Adjustments relating to prior year – (1)
Other timing differences 33 19
Disposal of investment property (27) –
Non-taxable (surplus)/deficit on fair value (63) 40
Total tax expense 291 181
The current corporation tax rate is 19%. Deferred tax is based on expected tax rate of 25%.
11 EARNINGS PER SHARE
Earnings per share has been calculated in accordance with IAS 33 - Earnings Per Share using the profit after tax for the financial
year of £2,406,000 (2021: £1,078,000) and the weighted average number of shares as follows:
Weighted average
number of shares
2022 2021
Basic and diluted shares 1,102,357 1,172,532
Earnings per share (p) 218.23 91.91
There is no difference between basic and diluted shares as the Company has no potentially dilutive instruments in issue.
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
12 NET ASSETS PER SHARE
2022 2021
Share in issue 1,081,787 1,115,986
Net assets per share (£) 27.56 25.49
13 FREEHOLD INVESTMENT PROPERTIES
2022
£’000
2021
£’000
Group
At beginning of year 5,968 5,857
Additions 38 40
Fair value movement in the year 299 533
Disposal of investment property (320) (462)
At end of year 5,985 5,968
2022
£’000
2021
£’000
Company
At beginning of year 5,920 5,813
Additions 38 36
Fair value movement in the year 332 533
Disposal of investment property (320) (462)
At end of year 5,970 5,920
The fair value of commercial investment property held by the Company was determined by external, independent property
valuers, having appropriate recognised professional qualifications and recent experience in the location and category of the
property being valued. The independent valuers provide the fair value of the Company’s investment property portfolio every
year. The land held by Thames Valley Retirement Homes Limited £15,000 (2021: £48,000) has not been independently valued as
it is 0.3% (2021: 0.8%) of the Group’s portfolio and hence immaterial.
The Company’s freehold commercial investment properties total value: £5,970,000 (2021: £5,920,000) have been valued by
Kempton Carr Croft (“KCC”).
All valuations of the Company’s freehold commercial investment properties have been prepared in accordance with the RICS
Valuation – Professional Standards (the “Red Book”) and the International Valuation Standards on the basis of Market Value.
Whilst KCC has a potential conflict of interest, due to additional fee earning services provided, appropriate safeguards are in
place with any other services performed by a different team with information barriers in place to mitigate for this.
Following the Chancellor of the Exchequer’s announcement of the new ‘Growth Plan’ on 23rd September 2022, financial
markets have experienced significant repricing of assets. As a result, the external valuers have indicated that a higher degree of
caution should be taken when relying upon their valuation than would normally be the case. The future impact that the repricing
of assets may have on the real estate market is unknown.
All of the commercial investment properties have been categorised as a Level 3 fair value in both years, based on the inputs to
the valuation technique used. The residential property has been categorised as a Level 2 fair value in both years.
• 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).
• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2022
Stock code: CDFF
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
13 FREEHOLD INVESTMENT PROPERTIES (CONTINUED)
Valuation technique and significant unobservable inputs
The valuation technique used in measuring the fair value of investment property is a discounted cash flow using the following
significant inputs: net rental income and yield.
Fair value using unobservable inputs (Level 3)
2022
£000
2021
£000
Opening fair value 5,920 5,351
Additions 38 36
Gains and losses recognised in income statement (Fair value movement on investment properties) 332 533
Disposal of investment property (320) –
Closing fair value 5,970 5,920
Quantitative information about fair value measurements using unobservable inputs (Level 3)
The fair value referred to above of £5,970,000 (2021: £5,920,000) is based on the unobservable inputs of net rental income
and yield.
The net rental income ranged between £79,000 (2021: £29,000) and £244,000 (2021: £224,000), and the initial yield ranged
between 6.5% and 9.0% (2021: 6.5% and 9.0%).
A decrease in net rental income or estimated future rent will result in a decrease in the fair value, whereas a decrease in the
discount rate (yield) will result in an increase in fair value. There are interrelationships between these rates as they are partially
determined by market rate conditions. A +1% change in yield would reduce the portfolio value by £654,000 (2021: £653,000),
while a -1% change in yield would increase the portfolio value by £842,000 (2021: £844,000). A +/- 10% change in rent would
increase/(decrease) the value of the portfolio by £597,000 (2021: £592,000).
The historical cost of the commercial investment properties was:
£’000
Group and Company
At 30 September 2022 3,641
At 30 September 2021 3,752
The cumulative amount of interest capitalised at 30 September 2022 was £90,000 (2021: £90,000).
Valuation technique and significant observable inputs
The valuation technique used in measuring the fair value of residential investment property is comparable property prices from
the experience of local estate agents. The only residential property was disposed of during the prior year.
Fair value using observable inputs (Level 2)
2022
£000
2021
£000
Opening fair value – 462
Fair value movement on investment properties recognised in income statement – –
Disposal – (462)
Closing fair value – –
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
13 FREEHOLD INVESTMENT PROPERTIES (CONTINUED)
Quantitative information about fair value measurements using observable inputs (Level 2)
The fair value referred to above of £nil (2021: £nil) is based on the observable inputs of comparable property prices in Egham
and is based on memorandum of sale (subject to contract) based on an accepted offer for 14 Runnymede Road. The property
was sold during the year to 30 September 2021 for £462,000.
The historical cost of the residential investment property was:
£’000
Group and Company
At 30 September 2022 –
At 30 September 2021 –
Amounts recognised in the profit and loss account.
2022
£000
2021
£000
Rental income from investment properties 494 434
Direct operating expenses (including repairs and maintenance) arising from investment property
that generated rental income during the period (18) (9)
There are no contractual obligations to purchase, construct or develop investment property or for repairs, maintenance, or
enhancements other than normal Landlord obligations.
There have been no transfers to/from investment properties.
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2022
Stock code: CDFF
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
14 PROPERTY, PLANT AND EQUIPMENT
Company and Group
Own use
freehold
property
£’000
Fixtures,
fittings and
equipment
£’000
Motor
vehicles
£’000
Total
£’000
Cost or valuation
At 30 September 2020 228 22 16 266
Additions 4 – – 4
Disposals – (13) – (13)
Fair value movement 8 – – 8
At 30 September 2021 240 9 16 265
Additions 1 – – 1
Disposals – – –
Fair value movement 59 – – 59
At 30 September 2022 300 9 16 325
Depreciation
At 30 September 2020 – 22 16 38
Disposals – (13) – (13)
Charge for year – – – –
At 30 September 2021 – 9 16 25
Disposals – – – –
Charge for year – – – –
At 30 September 2022 – 9 16 25
Net book value
At 30 September 2022 300 – – 300
At 30 September 2021 240 – – 240
a) Own use freehold property was valued by Kempton Carr Croft at market value as at 30 September 2022. The valuation
technique used in measuring the fair value of own use freehold property is fair value using unobservable inputs (level 3).
The historic cost of the property is £213,000 (2021: £212,000). In accordance with IAS 16.35 the fair value of the freehold
property is presented by eliminating accumulated depreciation and adjusting the gross book value of the asset to equal
revalued amount.
The balance sheet shows the following amounts relating to leases:
2022
£’000
2021
£’000
Group and Company
Right of use assets
Land 145 155
Lease liabilities
Current 7 6
Non-current 165 172
At end of year 172 178
The Right of use asset lease relates to a lease in respect of car park spaces in Windsor. The key assumptions in determining
the Right of use asset are the discount rate applied of 5% (2021: 5%) and the assumed increase in rent at 5-yearly rent review
dates of 9% (2021: 9%). The above lease has right of use contractual maturities of £7,000 (2021: £6,000) less than one year,
£33,000 ((2021: £40,000) between two and five years and £132,000 (2021: £132,000) due in more than five years. Interest
costs of £8,000 (2021: £9,000) in respect of this lease is included in the profit and loss account.
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
15 INVESTMENTS
Shares in
joint
venture
£’000
Unlisted
investments
£’000
Listed
investments
£’000
Total
£’000
At 30 September 2020 16,323 4 921 17,248
Net change in investments at fair value through other comprehensive
income – – (21) (21)
Acquired during the year – – 169 169
Share of profit of Joint Venture 67 – – 67
Dividend paid by Joint Venture (500) – – (500)
At 30 September 2021 15,890 4 1,069 16,963
Net change in investments at fair value through other
comprehensive income – – (94) (94)
Redeemed during the year – – (81) (81)
Share of profit of Joint Venture 868 – – 868
Dividend paid by Joint Venture (3,000) – – (3,000)
At 30 September 2022 13,758 4 894 14,656
Listed investments
These include minority stakes in The Renewables Infrastructure Group Limited, A2D Funding plc, Places for People, Bruntwood
listed on The London Stock Exchange, ImmuPharma Plc and Galileo Resources plc, listed on AIM, and are designated as
investments at fair value through other comprehensive income. Fair value has been assessed using Level 1 observable inputs
being quoted share prices.
Aquila Services Group Plc listed on The London Stock Exchange is not considered to be sufficiently liquid and has been
assessed using Level 2 with a 40% discount being applied to the quoted share price.
Joint Venture
The Group owns 47.62% (2021: 47.62%) and J R Wollenberg owns 2.38% (2021: 2.38%) of the total issued ordinary share
capital of £1,050,000 of Campmoss Property Company Limited. Campmoss Property Company Limited was incorporated in
England and Wales and has its registered office at 56 Station Road, Egham, Surrey, TW20 9LF.
E R Goodwin owns directly 0.05% and is a connected party to 47.57% of the total issued ordinary share capital of £1,050,000
of Campmoss Property Company Limited.
The Campmoss Board comprises J R Wollenberg and E R Goodwin who jointly control Campmoss by virtue of the respective
shareholdings and Joint Venture Agreement governing the way in which the Campmoss entities are controlled. The Board has
therefore determined that it has joint control of Campmoss.
The Group’s share of the results of Campmoss Property Company Limited and its subsidiary undertakings for the year ended 30
September 2022 has been incorporated in the consolidated financial statements. The following figures have been derived from
the financial statements of Campmoss Property Company Limited and those of its subsidiary undertakings for the year ended
30 September 2022.
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2022
Stock code: CDFF
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
15 INVESTMENTS (CONTINUED)
The Joint Ventures consolidated results were:
2022
£’000
2021
£’000
Revenue 18,623 1,189
Cost of sales (16,908) (1,200)
Administrative expenses (192) (185)
Other operating income 248 339
Fair value movement on investment properties 350 32
Interest receivable 112 43
Interest payable (1) (2)
Taxation on ordinary activities (408) (76)
Profit after tax 1,824 140
Other comprehensive income – –
Total comprehensive income 1,824 140
Group’s share of results of Joint Venture – 47.62% (2021: 47.62%) 868 67
The consolidated net assets of Campmoss Property Company Limited and its subsidiary undertakings were:
2022
£’000
2021
£’000
Non-current assets
Investment properties 12,336 11,851
Current assets
Inventory and work in progress 2,999 16,112
Trade and other receivables 312 430
Term deposits 9,581 5,254
Cash and cash equivalents 6,585 1,445
Total current assets 19,477 23,241
Total assets 31,813 35,092
Current liabilities
Trade and other payables (1,917) (750)
Non-current liabilities
Deferred taxation (1,005) (975)
Total liabilities (2,922) (1,725)
Net assets 28,891 33,367
Group’s share of results of Joint Venture – 47.62% (2021: 47.62%) 13,758 15,890
Investment properties are included at fair value based on Directors’ valuations as at 30 September 2022.
The fair value referred to above of £12,336,000 (2021: £11,851,000) is based on the unobservable inputs of net rental income
and yield.
The net rental income ranged between £45,000 (2021: £45,000) and £511,000 (2021: £461,000), and the initial yield ranged
between 9.0% and 11.9% (2021: 9,0% and 11.5%).
A decrease in net rental income or estimated future rent will result in a decrease in the fair value, whereas a decrease in the
discount rate (yield) will result in an increase in fair value. There are interrelationships between these rates as they are partially
determined by market rate conditions. A +1% change in yield would reduce the portfolio value by £1,017,000 (2021: £985,000),
while a -1% change in yield would increase the portfolio value by £1,219,000 (2021: £1,183,000). A +/- 10% change in rent
would increase/(decrease) the value of the portfolio by £1,232,000 (2021: £1,184,000).
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
16 INVENTORY AND WORK IN PROGRESS
2022
£’000
2021
£’000
Opening costs 689 688
Additions 5 1
694 689
This comprises development properties held for sale at The Windsor Business Centre.
17 TRADE AND OTHER RECEIVABLES
2022
£’000
2021
£’000
Trade receivables 159 112
Other receivables 19 9
Prepayments and accrued income 45 19
223 140
Trade and other receivables are valued using the expected credit loss model using the simplified approach following the
formula: Probability of Default (PD) xLossgiven Default (LGD) x Exposure at Default (EAD).
18 TRADE AND OTHER PAYABLES
2022
£’000
2021
£’000
Rents invoiced in advance 154 143
Trade creditors 11 24
Other taxes and social security 56 54
Other creditors 296 325
Accruals 82 206
599 752
19 DEFERRED TAXATION
2022
£’000
2021
£’000
At beginning of year 126 102
Debit for the year in the income statement 49 24
At end of year 175 126
Provision has been made for deferred taxation as follows:
2022
£’000
2021
£’000
Difference between accumulated depreciation and amortisation and capital allowances 76 76
Other temporary differences 99 50
Deferred tax liability 175 126
Deferred tax is estimated using an effective tax rate of 25% (2021: 25%).
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2022
Stock code: CDFF
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
20 SHARE CAPITAL
2022
£’000
2021
£’000
Authorised
4,500,000 (2021: 4,500,000) ordinary shares of 20 pence each 900 900
Allotted, called up and fully paid
At 30 September 2021 1,115,986 (30 September 2020 1,194,511) ordinary shares of 20 pence each 223 239
Cancelled during the year 34,199 (2021: 78,525 ) ordinary shares of 20 pence each (7) (16)
At 30 September 2022 1,081,787 (30 September 2021 1,115,986) ordinary shares of 20 pence each 216 223
The total number of ordinary shares under option is nil (2021: nil).
Capital management
The Board’s objectives when managing capital are to maintain a balance between providing shareholders with an adequate
return by means of a progressive dividend policy whilst ensuring the security of the Group supported by a sound capital
structure. In order to maintain what the Directors consider is the optimal capital structure, the Group may adjust its dividend
policy, issue new shares or return capital to shareholders.
21 OTHER RESERVES
Equity
investments
at FVOCI
£’000
Own use
property
reserve
£’000
Capital
redemption
reserve
£’000
Capital
reserve
£’000
Merger
reserve
£’000
Total
£’000
At 30 September 2020 and 1 October 2020 42 19 515 30 1,869 2,475
Purchase of own shares – – 16 – – 16
Fair value of other properties – 8 – – – 8
Net change in fair value (21) – – – – (21)
At 30 September 2021 and 1 October 2021 21 27 531 30 1,869 2,478
Purchase of own shares – – 7 – – 7
Fair value of other properties – 59 – – – 59
Net change in fair value (94) – – – – (94)
At 30 September 2022 (73) 86 538 30 1,869 2,450
Equity investments at fair value through other comprehensive income reserve relates to the change in fair value of the Group’s
listed investments portfolio. The capital redemption reserve arises from the transfer from share capital of the nominal value of
shares purchased for cancellation. The capital and merger reserves arise from the acquisition of subsidiaries.
22 INVESTMENT PROPERTY FAIR VALUE RESERVE
2022
£’000
2021
£’000
At beginning of year 1,814 3,139
Transfer from retained earnings on fair value movement in the year - Cardiff 299 533
Disposal of investment property - Cardiff (171) (259)
Transfer from retained earnings on fair value movement in the year – Campmoss Group 153 (1,599)
At end of year 2,095 1,814
The investment property fair value reserve represents surpluses and deficits arising on fair value movements of the Group’s
properties, including our share of Campmoss Group, our 47.62% Joint Venture. This reserve comprises unrealised profits and
losses and is not available for distribution until realised through sale.
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
23 COMMITMENTS
Expenditure on development and investment properties
There were nil commitments under contract at 30 September 2022 (2021: nil).
24 OPERATING LEASES
Operating leases granted
The Group owns commercial property which it leases out for rental income under operating leases. Rental income earned
during the year was £703,000 (2021: £596,000) and direct operating expenses arising on the properties during the year were
£18,000 (2021:£26,000). The properties are expected to generate rental yield between 6.5% and 9.0% depending on the type
of property. Most lease contracts include market rate review clauses in the event that the lessee exercises their option to
renew. The lessee does not have an option to purchase the property at the end of the lease. The future aggregate minimum
rentals receivable under non-cancellable operating leases are as follows:
2022
£’000
2021
£000
Within one year 586 648
Years two to five 1,592 1,038
More than five years 430 97
Total 2,608 1,783
25 RELATED PARTY TRANSACTIONS
During the year the Company entered into the following transactions with related parties:
Party Nature of transaction
Value
Balance owed by/(to)
related party at
30 September
2022
£’000
2021
£’000
2022
£’000
2021
£’000
Campmoss Property
Company Limited
Management fees received by
the Company
535 532 12 10
Consultancy fees received by
J R Wollenberg (Director)
60 60 15 15
D M Joseph Director’s salary paid 3 3 – –
Campmoss Property Company Limited is a Company in which J Richard Wollenberg is a Director and both he and the Company
are shareholders.
Derek Joseph is a Non-Executive Director of First Choice Estates plc, a wholly owned subsidiary of the Company.
Details relating to the shareholdings and remuneration of key management personnel are set out in the Directors’ Report on
page 13 and note 9 on page 37.
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2022
Stock code: CDFF
Cardiff Property AR2022.indd 47Cardiff Property AR2022.indd 47 22/11/2022 16:39:3322/11/2022 16:39:33
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
26 FINANCIAL INSTRUMENTS
The Group has exposure to credit risk, liquidity risk and market risk. This note presents information about the Group’s exposure
to these risks, along with the Group’s objectives, processes and policies for managing the risks.
Credit risk
Credit risk is the risk of financial loss for the Group if a client or counterparty to a financial instrument fails to meet its
contractual obligations, and arises principally from the Group’s receivables from clients, amounts due from the Joint Venture and
monies on deposit with financial institutions.
The Group has a credit policy in place and credit risk is monitored by the Board on an ongoing basis. Credit evaluations are
carried out on all new tenants before credit is granted above certain thresholds. There is a spread of risks among a number of
tenants with no significant concentration of risk with any one tenant. The Group establishes an allowance for impairment in
respect of trade receivables where there is any doubt over recoverability.
The Group has significant monies on deposit at the year end, largely in short term treasury deposits. The Group’s policy is to
maximise interest income on these cash deposits whilst credit risk is mitigated through placing cash with leading highly rated
financial institutions.
The carrying amount of financial assets represents the maximum exposure to credit risk as follows:
2022
£000
2021
£000
Cash and cash equivalents 4,912 3,594
Term deposits 4,041 1,907
Trade and other receivables 223 121
Listed investments 894 1,069
10,070 6,691
At 30 September 2022, the Group had £8,953,000 (2021: £5,501,000) deposited with banks and financial institutions of which:
£4,912,000 (2021: £3,594,000) is available for withdrawal in less than 30 days; £4,040,000(2021: £1,907,000) is available for
withdrawal in 90-180 days and £1,000 (2021: £1,000) is available for withdrawal in over 180 days. As shown in the table above,
the amounts available for withdrawal in over 90 days are classed as financial assets.
All financial assets are sterling denominated.
The ageing of trade receivables and other receivables along with the associated provision at the year-end was:
2022 2021
Gross
£000
Provision
£000
Gross
£000
Provision
£000
Not past due 158 (6) 110 –
Past due 31–90 days 9 (2) 30 (30)
Past due 90 days 9 (9) 2 –
176 (17) 142 (30)
The movement in the provision during the year was as follows:
At beginning of year 30 46
Amounts written back (13) (29)
Provided in year – 13
At end of year 17 30
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
26 FINANCIAL INSTRUMENTS (CONTINUED)
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach
to managing liquidity is to ensure, by preparing and regularly reviewing cash flow forecasts, that as far as possible, there will
always be adequate liquidity to meet its liabilities as they fall due, without incurring unacceptable losses or risking damage to
the Group’s reputation.
In respect of cash deposits, the carrying value approximates to fair value because of the short maturity of the deposits. Interest
rates are floating and based on the base rate. There is also no difference between the fair value of other financial assets and
financial liabilities and their carrying value in the balance sheet.
The Group’s financial liabilities comprise trade creditors and other creditors amounting to £517,000 (2021: £546,000) and are all
repayable within one year and are non-interest bearing.
Banking facilities
The Company does not have loan or overdraft facilities. Sufficient cash resources are available to the Group to complete the
current maintenance and development programme. The Board will keep this position under review.
Market risk
Market risk is the risk that changes in market prices such as currency rates, interest rates and stock market prices will affect the
Group’s results. This applies to the Group’s listed investment portfolio which are a mix of AIM listed securities and retail bonds.
The Group’s objective is to manage and control market risk within suitable parameters.
The Group’s listed investments are valued at £894,000 (2021: £1,069,000), a 10% fall in quoted prices would reduce the value
of investments by £89,400 (2021: £106,900).
Currency risk
All of the Group’s transactions are denominated in sterling. Accordingly, the Group has no direct exposure to exchange rate
fluctuations. Furthermore, the Group does not trade in derivatives.
Interest rate risk
The Group does not undertake any hedging activity in this area. The main element of interest rate risk involves sterling deposits
which are placed on a fixed rate deposit.
31310 22 November 2022 4:38 pm v2
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2022
Stock code: CDFF
Cardiff Property AR2022.indd 49Cardiff Property AR2022.indd 49 22/11/2022 16:39:3322/11/2022 16:39:33
COMPANY BALANCE SHEET
AT 30 SEPTEMBER 2022
Notes
2022
£’000
2022
£’000
2021
£’000
2021
£’000
Fixed assets
Tangible assets:
Investment properties 13 5,970 5,920
Right of use assets 14 145 155
Property, plant and equipment 14 300 240
6,415 6,315
Investments 29 4,178 4,353
10,593 10,668
Current assets
Debtors 30 257 92
Term deposits 3,041 1,907
Cash at bank and in hand 2,716 1,410
6,014 3,409
Current liabilities
Trade and other payables 31 (1,431) (2,331)
Corporation tax (158) (130)
(1,589) (2,461)
Net current assets 4,425 948
Total assets less current liabilities 15,018 11,616
Lease liability 14 (172) (178)
Deferred tax liability 32 (175) (126)
Net assets 14,671 11,312
Capital and reserves
Called up share capital 20 216 223
Share premium account 5,076 5,076
Investment property fair value reserve 33 2,326 2,165
Other reserves 34 2,401 2,429
Retained earnings 4,652 1,419
Shareholders’ funds – equity 14,671 11,312
Profit for the financial year of the Company was £4,395,000 (2021: £1,390,000). In accordance with the provisions of
Section408 of the Companies Act 2006 the Company has not published a separate profit and loss account.
These financial statements were approved by the Board of Directors on 22 November 2022 and were authorised for issue on its
behalf by:
J Richard Wollenberg
Director
Company number: 00022705
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COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2022
Share
capital
£’000
Share
premium
account
£’000
Investment
property
fair value
reserve
£’000
Other
reserves
£’000
Retained
earnings
£’000
Total
equity
£’000
1 October 2020 239 5,076 1,898 2,426 1,999 11,638
Profit for the year – – – – 1,390 1,390
Other comprehensive income –
Revaluation of investments
Fair value of other property
–
–
–
–
–
–
(21)
8
–
–
(21)
8
Transactions with equity holders
Dividends – – – – (211) (211)
Purchase of own shares (16) – – 16 (1,492) (1,492)
Total transactions with equity holders (16) – – 16 (1,703) (1,703)
Fair value movement of investment
properties – – 526 – (526) –
Disposal of property – – (259) – 259 –
At 30 September 2021 223 5,076 2,165 2,429 1,419 11,312
Profit for the year – – – – 4,395 4,395
Other comprehensive income –
Revaluation of investments – – – (94) – (94)
Fair value of other property – – – 59 – 59
Transactions with equity holders
Dividends – – – – (210) (210)
Purchase of own shares (7) – – 7 (791) (791)
Total transactions with equity holders (7) – – 7 (1,001) (1,001)
Fair value movement of investment
properties – – 332 – (332) –
Disposal of property – – (171) – 171 –
At 30 September 2022 216 5,076 2,326 2,401 4,652 14,671
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2022
Stock code: CDFF
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NOTES TO THE FINANCIAL STATEMENTS
27 ACCOUNTING POLICIES
The Cardiff Property plc (the “Company”) is a Company incorporated and domiciled in the UK
The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure
Framework (FRS 101) and in accordance with applicable accounting standards.
In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of
UK-adopted international accounting standards (“UK-adopted IAS”), but makes amendments where necessary in order to
comply with Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions has been
taken.
In these financial statements, the Company has applied the exemptions available under FRS 101 in respect of the following
disclosures:
• A Cash Flow Statement and related notes;
• Disclosures in respect of capital management;
• The effects of new but not yet effective IFRSs; and
• Disclosures in respect of the compensation of Key Management Personnel.
As the consolidated financial statements of The Cardiff Property plc include the equivalent disclosures, the Company has also
taken the exemptions under FRS 101 available in respect of the following:
• Certain disclosures required by IFRS 13 Fair Value Measurement and the disclosures required by IFRS 7 Financial Instrument
Disclosures.
The Company proposes to continue to adopt the reduced disclosure framework of FRS 101 in its next financial statements.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in
these financial statements.
Use of estimates and judgements
Judgements made by the Directors, in the application of these accounting policies that have significant effect on the financial
statements and estimates with a significant risk of material adjustment in the next year are discussed in note 3 where
applicable to the Group and Company. Additionally, the assessment of investments in shares in Group Undertakings and share
in Joint Venture are judgements made by the Directors of the Company.
Measurement convention
The financial statements have been prepared under the historical cost accounting rules and in accordance with applicable
accounting standards and with the Companies Act 2006. The financial statements are prepared on the historical cost basis
except that investment properties and certain financial instruments are stated at their fair value.
Going concern
The Company remains profitable and cash generative and has a strong balance sheet. Accordingly, the Directors consider
it appropriate to continue to prepare the financial statements on a going concern basis, the Company has significant cash
balances and a modest cost base.
Investment properties
Investment properties are properties which are held either to earn rental income or for capital appreciation or for both.
Investment properties are stated at fair value.
In applying the fair value model in IAS 40 Investment Property:
i. investment properties are held at fair value. Any gains or losses arising from changes in the fair value are recognised in profit
or loss in the period that they arise; and
ii. no depreciation is provided in respect of investment properties applying the fair value model.
Any gain or loss arising from a change in fair value is recognised in profit or loss. Rental income from investment property is
accounted for as described in the revenue accounting policy in note 2.
Independent professional valuations for the Company’s investment properties are obtained by the Directors annually. The most
recent such valuations were obtained as at 30 September 2022.
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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
27 ACCOUNTING POLICIES (CONTINUED)
Property, plant and equipment
Property, plant and equipment - other, comprises property, motor vehicles and fixtures, fittings and equipment.
Property is stated at valuation. An independent professional valuation for the Company’s freehold property is obtained by the
Directors annually. The most recent valuation was at 30 September 2022. Surpluses or deficits arising are recognised in other
comprehensive income.
Motor vehicles, plant and equipment are stated at cost less accumulated depreciation.
Provision is made for depreciation so as to write off their cost on a straight-line basis over their expected useful life as follows:
• Freehold property 50 years
• Motor vehicles 4 years
• Fixtures, fittings and equipment 4 years
In accordance with IAS 16.35 the fair value of the freehold property is presented by eliminating accumulated depreciation and
adjusting the gross book value of the asset to equal revalued amount.
Investments
Listed investments are stated at fair value. See note 15.
Investments in Subsidiary Undertakings and Joint Ventures are stated at cost less any impairment.
Cash at bank and in hand
Cash comprises cash in hand and deposits repayable in line with notice periods determined by the Company.
Dividends
Dividends unpaid at the balance sheet date are only recognised as a liability to the extent that they are appropriately declared
and authorised and are no longer at the discretion of the Company. Unpaid dividends that do not meet these criteria are
disclosed in the Directors’ Report.
28 ADMINISTRATIVE EXPENSES
2022
£’000
2021
£’000
Auditor’s remuneration:
Fees payable to the Company’s auditor for the audit of the annual accounts 37 35
Details of employee numbers and costs in respect of the Company, which are the same as the Group are given in note 8.
29 INVESTMENTS
Shares in
Group
undertakings
£’000
Shares in
Joint
Venture
undertaking
£’000
Listed
investments
£’000
Total
£’000
At beginning of year 2,739 545 1,069 4,353
Disposals – – (81) (81)
Revaluation of investments – – (94) (94)
At end of year 2,739 545 894 4,178
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2022
Stock code: CDFF
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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
29 INVESTMENTS (CONTINUED)
Group undertakings
The Company’s investments in Group undertakings, all of which are incorporated in England and Wales, are as follows:
Issued share
capital held Type of shares held Activity
First Choice Estates plc 100% Ordinary shares of £1 each Property development
Thames Valley Retirement Homes Limited 100% Ordinary shares of £1 each Property development
Village Residential plc 100% Ordinary shares of 10p each Dormant
Land Bureau Limited 100% Ordinary shares of £1 each Dormant
Campmoss Property Company Limited 47.62% Ordinary shares of £1 each Property investment
Campmoss Property Developments Limited 47.62% Ordinary shares of £1 each Property development
All of the above undertakings have been included within the consolidated financial statements. All of the above undertakings
registered office is 56 Station Road, Egham, Surrey, TW20 9LF. The dormant companies accounts are unaudited.
Further information on listed investments and our Joint Venture, Campmoss Property Company Limited, is included in note 15
to the consolidated financial statements.
30 DEBTORS
2022
£’000
2021
£’000
Trade debtors 113 58
Amounts owed by Joint Venture undertaking 89 10
Other debtors 20 8
Prepayments and accrued income 35 16
257 92
Trade and other receivables are valued using the expected credit loss model using the simplified approach following the
formula: Probability of Default (PD) xLossgiven Default (LGD) x Exposure at Default (EAD).
31 CREDITORS
2022
£’000
2021
£’000
Rents received in advance 99 104
Trade creditors 11 10
Amounts owed to subsidiary undertakings 994 1,799
Other taxes and social security 44 41
Other creditors 206 181
Accruals and deferred income 77 196
1,431 2,331
32 DEFERRED TAX LIABILITY
Deferred taxation
2022
£’000
2021
£’000
At beginning of year 126 102
Charge for the year in the profit and loss account 49 24
At end of year 175 126
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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
32 DEFERRED TAX LIABILITY (CONTINUED)
Provision has been made for deferred taxation as follows:
2022
£’000
2021
£’000
Difference between accumulated depreciation and amortisation and capital allowances 76 76
Other temporary differences 99 50
Deferred tax liability 175 126
Deferred tax is estimated using an effective rate of 25% (2021: 25%).
33 INVESTMENT PROPERTY FAIR VALUE RESERVE
2022
£’000
2021
£’000
At beginning of year 2,165 1,898
Fair value movement in year 332 526
Disposal of property (171) (259)
At end of year 2,326 2,165
34 OTHER RESERVES
Fair value
reserve
£’000
Capital
redemption
reserve
£’000
Merger
reserve
£’000
Total
£’000
At 30 September 2020 and 1 October 2020 42 515 1,869 2,426
Fair value movement on property held for own use 8 – – 8
Revaluation of investments (21) – – (21)
Purchase of own shares – 16 – 16
At 30 September 2021 and 1 October 2021 29 531 1,869 2,429
Fair value movement on property held for own use 59 – – 59
Revaluation of investments (94) – – (94)
Purchase of own shares – 7 – 7
At 30 September 2022 (6) 538 1,869 2,401
The capital redemption reserve arises from the transfer from share capital of the nominal value of shares purchased for
cancellation from the purchase of own shares and the merger reserves arise from the acquisition of subsidiaries.
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2022
Stock code: CDFF
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NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of The Cardiff Property Public Limited Company will be held at 56
Station Road, Egham, Surrey TW20 9LF on Thursday 19 January 2023 at 12 noon, for the following purposes:
ORDINARY BUSINESS
1. To receive the reports of the Directors and auditor and the financial statements for the year ended 30 September 2022.
2. To approve the remuneration report for the year ended 30 September 2022 including the remuneration policy.
3. To declare a final dividend to be paid on 3 February 2023.
4. To re-elect as a Director, Karen L Chandler who retires by rotation.
5. To re-appoint PKF Littlejohn LLP as auditor of the Company and to authorise the Directors to determine its remuneration.
SPECIAL BUSINESS
To consider and, if thought fit, to pass resolution 6 as an ordinary resolution and resolutions 7 and 8 as special resolutions.
6. That the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to
exercise all the powers of the Company to allot, grant options over or otherwise deal with or dispose of the unissued share
capital of the Company provided that the authority hereby given:
(a) shall be limited to unissued shares in the share capital of the Company having an aggregate nominal value of £72,119;
and
(b) shall expire at the end of the next Annual General Meeting of the Company unless previously renewed or varied save
that the Directors may, notwithstanding such expiry, allot, grant options over or otherwise deal with or dispose of any
shares under this authority in pursuance of an offer or agreement so to do made by the Company before the expiry of
this authority.
SPECIAL RESOLUTIONS
7. Subject to the passing of the preceding ordinary resolution the Directors be and they are hereby empowered pursuant to
section 570 and section 573 of the Companies Act 2006 to allot equity securities (as defined in section 560 of that Act) for
cash pursuant to the authority conferred in that behalf by the preceding ordinary resolution, as if section 561(1) of that Act
did not apply to any such allotment, provided that this power shall be limited:
(a) to the allotment of equity securities in connection with a rights issue in favour of ordinary shareholders where the equity
securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to
the respective numbers of ordinary shares held by them subject only to such exclusions or other arrangements as the
Directors may deem necessary or expedient to deal with fractional entitlements; and
(b) to the allotment (otherwise than pursuant to subparagraph (a) above) of equity securities up to an aggregate nominal
amount of £10,818 representing 5% of the present issued share capital of the Company;
and shall expire on the date of the next Annual General Meeting of the Company or 15 months from the passing of this
resolution, whichever is the 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 Board may allot equity securities in pursuance of
such an offer or agreement as if the power conferred hereby had not expired.
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NOTICE OF ANNUAL GENERAL MEETING (CONTINUED)
8. Pursuant to article 12(2) of the Company’s articles of association that the Company be and is hereby unconditionally and
generally authorised to make market purchases (as defined in section 693(4) of the Companies Act 2006) of ordinary shares
of 20 pence each in the capital of the Company, provided that:
(a) the maximum number of ordinary shares hereby authorised to be acquired is 162,160 representing 14.99% of the
present issued share capital of the Company;
(b) the minimum price which may be paid for such shares is 20 pence per share which amount shall be exclusive of
expenses;
(c) the maximum price which may be paid for such shares is, in respect of a share contracted to be purchased on any day,
an amount (exclusive of expenses) equal to 105% of the average of the middle market quotations for an ordinary share
of the Company taken from the Daily Official List of The London Stock Exchange on the ten business days immediately
preceding the day on which the share is contracted to be purchased;
(d) the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting or fifteen months from
the passing of this resolution, whichever is the earlier; and
(e) the Company may make a contract to purchase its own shares under the authority hereby conferred prior to the expiry of
such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase
of its own shares in pursuance of any such contract.
Registered office: By order of the Board
56 Station Road
Egham K Chandler FCA
Surrey Secretary
TW20 9LF
22 November 2022
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2022
Stock code: CDFF
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NOTES
1. A member entitled to attend and vote at the above meeting is entitled to appoint a proxy to exercise all or any of their rights
to attend, speak and vote on his/her behalf at the meeting. A proxy need not be a member of the company.
2. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You
may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you may
photocopy the form of proxy. Please indicate the proxy holder’s name and the number of shares in relation to which they
are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also
indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned
together in the same envelope.
3. A form of proxy accompanies this notice. Forms of proxy, to be valid, must be delivered to Neville Registrars Limited at
Neville House, Steelpark Road, Halesowen B62 8HD in accordance with the instructions printed thereon, not less than 48
hours before the time appointed for the holding of the meeting. As an alternative to returning a hard copy Form of Proxy,
you may submit your proxy electronically at www.sharegateway.co.uk by using the Personal Proxy Registration Code as
shown on the Form of Proxy. Shareholders can use this service to vote or appoint a proxy online. The same voting deadline
of at least 48 hours before the time appointed for holding the meeting or adjourned meeting (as the case may be) applies. If
you need help with voting online, please contact our Registrars, Neville Registrars Limited +(0) 121 585 1131 or via email at
info@nevilleregistrars.co.uk.
4. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may
do so by utilising 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 the appropriate action on their behalf. In order for a proxy appointment
made by means of CREST to be valid, the appropriate CREST message must be transmitted so as to be received by
the Company’s agent, Neville Registrars (whose CREST ID is 7RA11) by the specified latest time(s) for receipt of proxy
appointments. 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 Company’s agent is able to retrieve the message by enquiry
to CREST in the manner prescribed. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set
out in Regulation 35(5)(A) of the Uncertificated Securities Regulations 2001.
5. If you are not a member of the company but you have been nominated under section 146 of the Companies Act 2006 (the
‘Act’) by a member of the company to enjoy information rights, you do not have the rights of members in relation to the
appointment of proxies set out in notes 1, 2 and 3. The rights described in those notes can only be exercised by members
of the company.
6. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against
the resolution. If you either select the “Withheld” option or if no voting indication is given, your proxy will vote or abstain
from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other
matter which is put before the meeting.
7. Information regarding the meeting, including the information required by section 311A of the Act, is available from www.
cardiff-property.com.
8. As provided by Regulation 41 of the Uncertificated Securities Regulations 2001, only those members registered in the
register of members of the company 48 hours before the time set for the meeting shall be entitled to vote at the meeting
in respect of the number of shares registered in their name at that time. Changes to entries on the relevant register of
securities after that time shall be disregarded in determining the rights of any person to vote at the meeting.
9. As at 18:00 hours on 22 November 2022, the company’s issued share capital comprised 1,081,787 ordinary shares of 20
pence each. Each ordinary share carries the right to one vote at a general meeting of the company and, therefore, the total
number of voting rights in the company at 18:00 hours on 22 November 2022 is 1,081,787.
10. Under section 319A of the Act, the company must answer any question you ask relating to the business being dealt with
at the meeting unless (a) answering the question would interfere unduly with the preparation for the meeting or involve
the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer
to a question; or (c) it is undesirable in the interests of the company or the good order of the meeting that the question
be answered.
NOTICE OF ANNUAL GENERAL MEETING (CONTINUED)
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11. If you are a person who has been nominated under section 146 of the Act to enjoy information rights (a ‘Nominated
Person’), you may have a right under an agreement between you and the member of the company who has nominated
you to have information rights (a ‘Relevant Member’) to be appointed or to have someone else appointed as a proxy for the
meeting. If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right
under an agreement between you and the Relevant Member to give instructions to the Relevant Member as to the exercise
of voting rights. Your main point of contact in terms of your investment in the company remains the Relevant Member (or,
perhaps, your custodian or broker) and you should continue to contact them (and not the company) regarding any changes
or queries relating to your personal details and your interest in the company (including any administrative matters). The only
exception to this is where the company expressly requests a response from you.
12. Members satisfying the thresholds in section 338 of the Act may require the company to give, to members of the company
entitled to receive notice of the Annual General Meeting, notice of a resolution which those members intend to move (and
which may properly be moved) at the Annual General Meeting. A resolution may properly be moved at the Annual General
Meeting unless (i) it would, if passed, be ineffective (whether by reason of any inconsistency with any enactment or the
company’s constitution or otherwise); (ii) it is defamatory of any person; or (iii) it is frivolous or vexatious. The business which
may be dealt with at the Annual General Meeting includes a resolution circulated pursuant to this right. A request made
pursuant to this right may be in hard copy or electronic form, must identify the resolution of which notice is to be given,
must be authenticated by the person(s) making it and must be received by the company not later than 6 weeks before the
date of the Annual General Meeting.
13. Members satisfying the thresholds in section 338A of the Act may request the company to include in the business to be
dealt with at the Annual General Meeting any matter (other than a proposed resolution) which may properly be included
in the business at the Annual General Meeting. A matter may properly be included in the business at the Annual General
Meeting unless (i) it is defamatory of any person or (ii) it is frivolous or vexatious. A request made pursuant to this right
may be in hard copy or electronic form, must identify the matter to be included in the business, must be accompanied by a
statement setting out the grounds for the request, must be authenticated by the person(s) making it and must be received
by the company not later than 6 weeks before the date of the Annual General Meeting.
14. Members satisfying the thresholds in section 527 of the Act can require the company to publish a statement on its website
setting out any matter relating to (i) the audit of the company’s accounts (including the auditor’s report and the conduct of
the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstances connected with an auditor of the
company ceasing to hold office since the last Annual General Meeting, which the members propose to raise at the meeting.
The company cannot require the members requesting the publication to pay its expenses. Any statement placed on the
website must also be sent to the company’s auditor no later than the time it makes its statement available on the website.
The business which may be dealt with at the Annual General Meeting includes any statement that the company has been
required to publish on its website pursuant to this right.
15. Copies of the Directors’ service contracts will be available for inspection at the registered office of the company during usual
business hours from the date of this notice until the date of the Annual General Meeting, and also during and at least fifteen
minutes before the beginning of the Annual General Meeting.
16. The company may hold in treasury any of its own shares purchased under the authority conferred by resolution 8 above.
This would give the company the ability to reissue treasury shares and provides greater flexibility in the management of its
capital base. Any shares purchased by the company not held in treasury will be cancelled and the number of shares in issue
reduced accordingly.
NOTICE OF ANNUAL GENERAL MEETING (CONTINUED)
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2022
Stock code: CDFF
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FINANCIAL CALENDAR
23 November 2022 Results announced for the year ended 30 September 2022
19 January 2023 Annual General Meeting/General Meeting
19 January 2023 Ex-dividend date for the final dividend
20 January 2023 Record date for the final dividend
3 February 2023 Final dividend to be paid
May 2023 Interim results for 2023 to be announced
30 September 2023 Year end
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The Cardiff Property plc
56 Station Road, Egham
Surrey TW20 9LF
Tel: 01784 437444
www.cardiff-property.com
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