UK markets closed

Urban Exposure Real Estate plc (UEX.L)

LSE - LSE Delayed price. Currency in GBp
Add to watchlist
66.000.00 (0.00%)
At close: 4:39PM GMT
Full screen
Previous close66.00
Open67.55
Bid64.00 x 0
Ask68.00 x 0
Day's range67.55 - 67.55
52-week range28.65 - 75.00
Volume11,000
Avg. volume1,574,749
Market cap47.623M
Beta (5Y monthly)1.31
PE ratio (TTM)N/A
EPS (TTM)-14.90
Earnings date22 Sep 2020
Forward dividend & yieldN/A (N/A)
Ex-dividend date26 Sep 2019
1y target est130.00
  • EQS Group

    Urban Exposure plc: TR-1: Standard form for notification of major holdings

    Urban Exposure plc (UEX) 24-Sep-2020 / 17:43 GMT/BST Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group. The issuer is solely responsible for the content of this announcement. TR-1: Standard form for notification of major holdings NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i 1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii:URBAN EXPOSURE PLC 1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) Non-UK issuer 2\. Reason for the notification (please mark the appropriate box or boxes with an "X") An acquisition or disposal of voting rightsx An acquisition or disposal of financial instruments An event changing the breakdown of voting rights Other (please specify)iii: 3\. Details of person subject to the notification obligationiv NameAlmitas Capital LLC City and country of registered office (if applicable)United States 4\. Full name of shareholder(s) (if different from 3.)v Name City and country of registered office (if applicable) 5\. Date on which the threshold was crossed or reachedvi:22 September 2020 6\. Date on which issuer notified (DD/MM/YYYY):24 September 2020 7\. Total positions of person(s) subject to the notification obligation % of voting rights attached to shares (total of 8. A)% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)Total of both in % (8.A + 8.B)Total number of voting rights of issuervii Resulting situation on the date on which threshold was crossed or reached3.29% 3.29% 158,494,130 Position of previous notification (if applicable) 8\. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii A: Voting rights attached to shares Class/type of sharesISIN code (if possible)Number of voting rightsix% of voting rights Direct(Art 9 of Directive 2004/109/EC) (DTR5.1)Indirect(Art 10 of Directive 2004/109/EC) (DTR5.2.1)Direct(Art 9 of Directive 2004/109/EC) (DTR5.1)Indirect(Art 10 of Directive 2004/109/EC) (DTR5.2.1) GB00BFNSQ3035,210,000 3.29% SUBTOTAL 8. A5,210,0003.29% B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) Type of financial instrumentExpiration datexExercise/ Conversion PeriodxiNumber of voting rights that may be acquired if the instrument is exercised/converted.% of voting rights SUBTOTAL 8. B 1 B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) Type of financial instrumentExpiration datexExercise/ Conversion Period xiPhysical or cash settlementxiiNumber of voting rights % of voting rights SUBTOTAL 8.B.2 9\. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary)x Namexv% of voting rights if it equals or is higher than the notifiable threshold% of voting rights through financial instruments if it equals or is higher than the notifiable thresholdTotal of both if it equals or is higher than the notifiable threshold Almitas Capital LLC3.29% 3.29% 10\. In case of proxy voting, please identify: Name of the proxy holderAlmitas Capital LLC The number and % of voting rights held The date until which the voting rights will be held 11\. Additional informationxvi Place of completionUnited States Date of completion9/24/2020 * * * ISIN: GB00BFNSQ303 Category Code: HOL TIDM: UEX LEI Code: 213800Q7WLHGIHUFBT43 Sequence No.: 84844 EQS News ID: 1136485 End of Announcement EQS News Service

  • EQS Group

    Urban Exposure plc: Interim Results

    Urban Exposure plc (UEX) 22-Sep-2020 / 07:00 GMT/BST Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group. The issuer is solely responsible for the content of this announcement. 22 September 2020 Interim Results for the six months ended 30 June 2020 Urban Exposure Plc ("the Company") and its subsidiaries (together "the Group" or "Urban Exposure" or "we") a specialist residential development financier and asset manager, today announces its unaudited Group financial results for the six months ended 30 June 2020. Business Highlights * Since 5 May 2020, the Group has been focused solely on completing an orderly wind-down of its assets and operations to maximise the return of shareholder capital. * On 19 June 2020, the Group estimated that a range of shareholder returns of between 70p - 83p per ordinary share was possible with 80% of proceeds expected to be returned within 7 to 15 months. * As at the date of these results the Group expects shareholder returns to be within the range of 72p - 78p per ordinary share with 90% of proceeds expected to be returned within 12 months. This range has been revised following a thorough review of all existing loan obligations and a number of refinancing deals undertaken or in progress to deliver value for shareholders. * Following implementation of the Group's stated wind-down strategy, the Group has a cash balance of £51m at the publication date of this report of which it expects to return approximately £26m within the next 2 months via a tender offer. The total size of the distribution may increase should further loan redemptions occur prior to the announcement of the tender offer. * Any funding obligation that the Group has, under the terms of existing loans, has been provided for in the Company's cash projections. Financial Highlights * The Group loss before tax for the period was £24.1m (June 2019: loss of £0.3m). * The Group loss before tax for the period excluding exceptional items was £6.3m (June 2019: profit before tax of £0.0m). * During the period, the Group had: * Negative revenue of £2.0m recognised due to a reduction in fair values as a result of the uncertainty created by Covid-19 (June 2019: Revenue of £5.3m). * Operating costs of £4.3m (June 2019: £5.3m) exclusive of exceptional costs. Exceptional costs were £17.8m reflecting the write down of goodwill and brand value due to the change in Group strategy and costs associated with potential transactions. * The Board has proposed a distribution of approximately £26m to take place via a tender offer. * Basic loss per share: 15.14p (June 2019: £0.16p). * Basic loss per share adjusted for exceptional costs of 3.90p (profit per share adjusted for exceptional costs of 0.003p). * Net tangible asset value[1] £121.7m (June 2019: £135.2m, December 2019: £133.1m). * Net tangible asset value per share: 77p * Cash and cash equivalents per share: 12p * Loans receivable per share: 62p [1] Calculated as Net Asset Value exclusive of Intangible assets Enquiries:Urban Exposure plc Tel: +44(0)207 408 0022Graham Warner, ChairmanSam Dobbyn, Chief Executive OfficerLiberum (NOMAD and Corporate Broker) Tel: +44(0)203 100 2000Neil PatelGillian MartinLouis Davies Nikhil VargheseUrbanExposure@liberum.comMHP Communications (Financial Public Relations) Tel: +44(0)203 128 8540 Charlie BarkerCatherine ChapmanIsabella GraceUrbanExposure@mhpc.comThis announcement is released by Urban Exposure Plc and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"). For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Sam Dobbyn, Chief Executive Officer of Urban Exposure Plc. Chairman's statement This is my first report to shareholders following my appointment at the Company's Annual General Meeting in July and William McKee's retirement from the Board. I would like to wish William well for the future. SIGNIFICANT EVENTS The period under review has been one of significant challenge and change for the Group, played out against the backdrop of the economic and social impacts inflicted by the Covid-19 virus.Earlier in the year, the Group announced the proposed disposal of Urban Exposure Lendco Limited, the owner of the Group's loan portfolio and its interest in the Group's partnership with KKR & Co, to Honeycomb Holdings Limited ('HHL').As previously communicated to shareholders, the Group received a purported notice of termination from HHL of the Share Purchase Agreement ('SPA') between the parties. The Group considers there is no valid basis for the termination of the SPA by HHL. In consequence, the Group is in the process of claiming damages from HHL for breach of contract. The Board and management intend to pursue this claim vigorously, as well as seek relief from other entities connected to Pollen Street Capital Limited.In May the Board undertook a strategic review of the Group and its prospects and concluded that shareholders' interests would be best served by an orderly wind-down of the Group's activities and return of capital to shareholders.Subsequent to that decision, the Group engaged with a number of other entities interested in acquiring its loan portfolio. However, the range of indicative prices offered was considered to be significantly below the loan portfolio's intrinsic value and so the approaches were not pursued further.MANAGEMENT CHANGESAs a result of the change in strategy, Randeesh Sandhu (Chief Executive Officer) and Daljit Sandhu (Chief Operating Officer) resigned from their positions with the Group and Company with immediate effect on 18 June 2020. Rabinder Takhar (Chief Risk Officer) resigned his directorship and positions with the Group and Company with effect from 30 June 2020 by reason of redundancy.Sam Dobbyn, previously Chief Financial Officer, was appointed as Chief Executive Officer following these departures and now leads a reduced and restructured senior management team.RESULTThe result for the period is a pre-tax loss of £24.1m, primarily because of a limited number of write downs to the fair value of some of the loans in the portfolio, due to the market uncertainty created by Covid-19, as well as goodwill and brand write offs of £12.4m due to the Group's change in strategy.Additionally, the Group incurred exceptional costs as a result of the HHL transaction, and its failure to complete, and redundancy and termination payments to executive directors and staff following the decision to wind down the Group's operations.Further detail on the result is contained in the Chief Executive's report.GOVERNANCEShareholders will be aware that the Board commissioned an independent inquiry by a leading law firm to investigate the corporate governance failings surrounding the loan made to Urban Exposure Philanthropy Limited ('UEP'), a company controlled by Mr and Mrs Sandhu, the findings of which are presently awaited. With the recent changes to the Board and structure of the Company, there has been a significant focus on improving corporate governance. The Board is highly cognisant of the previous corporate governance failings surrounding the loan made to UEP and I would like to provide comfort to investors that the newly constituted Board is fully committed to ensuring that such issues cannot and do not arise again.Shareholders will not suffer losses as a result of this transaction as Mr and Mrs Sandhu have procured that UEP will repay the loan (balance at the date of this report £907,000) no later than 31 December 2020 and the Group holds 2.8 million ordinary shares in Urban Exposure plc as security.RETURNS TO SHAREHOLDERSAt the time of announcement of the Group's results for 2019 it was estimated that returns to shareholders from the wind down process would be in the region of 70p to 83p per share on a fully diluted basis.The Board has reviewed these estimates and has refined them to a narrower range of 72p to 78p with 90% of the proceeds being returned within 12 months from now, although I would emphasise that there can be no certainty around the amount or timing of the returns.This reflects the on-going work and significant effort which has gone into maintaining and maximising value for shareholders through careful management of the Group's loan portfolio. In line with the Board's commitment to return cash to shareholders as soon as possible, I am pleased to announce the Group's intention to implement a tender offer with a distribution of approximately £26m expected within the next 2 months. The total size of this distribution may increase should further loan redemptions occur prior to the announcement of the tender offer.Subject to the pace of loan recoveries and repayments, the Board will consider a further Tender Offer being implemented early in 2021. In addition, the Company has authority to re-purchase up to 14.99 per cent of its issued share capital and the Board will consider the use of share buy-backs to provide additional returns to shareholders. EMPLOYEESThis has been a difficult period for the Group's employees. There has been the uncertainty engendered both by the proposed HHL transaction and subsequent loan sale approaches; the decision to wind down the Group's operations and the significant change in working practices as a result of Covid-19.To those staff members who left the Group by reason of redundancy as a result of the change in strategy I would like to thank them for their past efforts and wish them well in the future.To employees that remain, I would like to thank them on behalf of shareholders for their professionalism and commitment to the process of winding down the Group's activities. Graham WarnerChairman Chief Executive's Review Since the announcement of the revised business strategy and my appointment shortly after, the Group has focused solely on completing an orderly wind-down of its assets and operations to maximise the return of shareholder capital. This is a significant change in strategy for the business, and my team and I are determined to realise value for shareholders. A number of loans have already been repaid, and we have exited some of our larger loans that would have delayed the return of shareholder capital. The ongoing cost base of the Group has also been significantly reduced in the period to reflect the revised strategy. Together this will allow us to begin the redistribution of capital to shareholders. Loan Book and Credit Quality The Group has focused their efforts on realising the value of the loan portfolio through loan sales and refinances, restructuring commitments, or via the servicing of loans to maturity. Due to the active management of the portfolio the Group has reduced its forecast capital drawdown obligations to approximately £10.2m Despite the uncertainty caused by Covid-19, we continue to have a diverse portfolio of high-quality loans and co-investments. The remaining portfolio of loans has a weighted average loan to gross development value (WA LTGDV) of 64%. However, this metric does not fully reflect the underlying level of security against the Group's loans, due to the stringent pre-sale requirements the Group negotiated as part of any development loan agreement. UK Housing Market As a lender we are principally focused on the UK residential market. The start of 2020 saw an increase in confidence in the residential sector with transactions and prices increasing for much of the UK as political uncertainty dissipated. The impact of Covid-19 on the UK housing market was sudden. Social distancing prevented viewings and completions, effectively freezing the market, with the number of properties sold across the UK falling c.55% by April 2020. The impact on prices during this period is less clear due to the low number of sales, although Land Registry data indicated a decline of 1.7% in May - the steepest decline since 2009. As social distancing eased viewings and completions could continue, and there was clear evidence of pent-up demand with both enquiries and sales reaching 2019 levels by early June 2020. The reduction in Stamp Duty announced by the Government will have supported this bounce-back and is likely to continue to do so until the expected current expiry of this relief in March 2021. A recovery in demand, good mortgage availability and a limited supply of new housing, has meant that prices have also recovered. Nationwide House Price Index data suggesting that all losses recorded in May and June had been reversed, and by August had reached an all-time high. Understandably the outlook for the UK housing market is somewhat uncertain. The full economic impact of Covid-19 is not yet clear, and a second rise in cases coupled with another lockdown remain key risks in the short term. That said, recent data has proved encouraging, evidencing both the level of underlying demand and ability of the market to recover quickly. Longer term, the potential downside risk to the economy and its impact on affordability must be weighed against a fundamental undersupply of housing and potential for interest rates remaining lower for longer. Financial Review Income £'m 30 June 202030 June 2019 Income (2.0) 5.3 Operating costs (4.3)(5.2) Operating (loss) / profit before exceptional items (6.3)0.1 Exceptional items (17.8)(0.3) Finance costs 0.0(0.1) Loss before taxation (24.1)(0.3) Taxation 0.1 0.1 Loss after taxation (24.0)(0.2) Basic EPS (15.14p)(0.16p) Diluted EPS (15.14p)(0.16p) Dividend per share 0.00p1.67p Capital £'m 30 June 202030 June 2019 Cash and cash equivalents 18.746.4 Tangible net assets 121.7135.2 Tangible NAV per share - pence 77p85p Number of shares in issue (millions) 165,000165,000 Number of shares in issue (excluding treasury shares) (millions) 158,494158,494 RevenueNegative income of (£2.0m) represents £6.0m fair value income on loans receivable adjusted down by £9.0m for fair value reductions on a limited number of loans due to either the market uncertainty created by the impact of Covid-19 or to the early terminations of some loans. The remaining income of £1.0m is split between income earned from asset management of £0.7m and income from legacy contract assets of £0.1m, with fair value income from investments amounting to £0.2m. The comparative analysis for June 2019 is made up of £5.0m fair value income on loans receivable, income from asset management of £0.2m and income from legacy contract assets of £0.1m with fair value income from investments amounting to (£0.1m) and other income of £0.1m. Operating expenses With the change in strategy to wind-down the loan book operating costs will significantly reduce, however initially costs were incurred including redundancy costs and early exit fees for on-going contractual agreements. As at June 2020, total operating costs excluding exceptional items were £4.3m (June 2019: £5.3m), which includes staff costs of £2.7m (June 2019: £3.5m). Total operating costs including exceptional items were £22.1m (June 2019: £5.5m). Exceptional items The exceptional items of £17.8m (2019: £0.3m) are as detailed below. During the period, the group incurred exceptional legal and professional costs of £3.5m related to the proposed disposal of Urban Exposure Lendco Limited to HHL and, following breach of that SPA, a subsequent project to potentially sell the Group asset management company which did not proceed. Following the failure of HHL to complete the proposed transaction, the Group changed its strategy to an orderly wind down of the Group's loan portfolio. This led to redundancies at a cost of £1.3m to 30 June 2020. The Group expects to incur further redundancy costs in the second half of the year as resources reflect the remaining activities. Due to the change in strategy, the Group has impaired the carrying value of its intangible assets, comprising goodwill and brands, to £nil, resulting in an exceptional cost for the period of £10.9m and £1.5m respectively. As a result of the redundancies and the orderly wind-down, the Group has reviewed its office requirements and estimates a right-of-use lease impairment of £0.6m. In the comparative period ended 30 June 2019, costs of £0.3m relating to a cancelled proposed bond issue were expensed. Earnings per share The basic loss per share for the period is 15.14p (June 2019: basic loss per share 0.16p). The adjusted basic loss per share (after exceptional items) for the period is 3.90p (June 2019: adjusted basic profit per share £0.003p). The basic loss per share (after exceptional items) is based on a weighted average number of shares of 158,494,130 (2019: 158,494,130). DistributionsGiven the progress made to date following the change in strategy, as at the date of this report the Group has an approximate cash position of £51m and the Board has determined that approximately £26m will be returned to shareholders by way of a tender offer. The total size of this distribution may increase should further loan redemptions occur prior to the announcement of the tender offer. It is expected that the tender offer will be implemented within the next two months with full details to be published in the near future. Abridged Balance sheet £'m30 June 202030 June 2019 Non-current asset8.421.2 Fair value of loans98.183.6 Contract assets0.33.0 Cash and cash equivalents18.746.4 Other assets and liabilities(3.8)(6.5) Net assets121.7147.7 Abridged Cash flow £'m30 June 202030 June 2019 Operating cash flows before movement in working capital(10.7)0.2 Change in working capital6.73.6 Net cash (outflow)/inflow from operating activities(4.0)3.8 Capital Expenditure0.0(0.1) Net cash outflow from investing activities 0.0(0.1) Lease liabilities(0.1)(0.1) Dividends paid0.0(4.0) Net cash outflow from financing activities(0.1)(4.1) Net decrease in cash and cash equivalents(4.1)(0.4) Investments During the period, our investment in the partnership with Kohlberg Kravis Roberts increased by £0.4m to £7.1m. There was also a fair value gain on the investment of £0.2m. Overall this investment represents Urban Exposure's 9.1% share of £75.8m total invested by the partners to fund loan drawdowns. Loans receivable The fair value of loans as at June 2020 was £98.1m after reflecting a reduction of £9.0m in fair values. Cash flow Operating cash outflows before movement in working capital of £10.7m reflects the loss for the period after adjustment for non-cash items, with the principal item being the reduction in goodwill and brand and impairment of right-of use lease assets. The change in working capital reflects the reduction in the loan receivable balance offset by the investment in the KKR partnership. Sam Dobbyn Chief Executive Officer INDEPENDENT REVIEW REPORT TO URBAN EXPOSURE PLC Introduction We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2020 which comprises the consolidated statement of financial position, the consolidated statement of comprehensive income, the consolidated statement of changes in equity, the consolidated cash flow statement and notes.We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements. Directors' responsibilities The interim report, including the financial information contained therein, is the responsibility of and has been approved by the directors. The directors are responsible for preparing the interim report in accordance with the rules of the London Stock Exchange for companies trading securities on AIM which require that the half-yearly report be presented and prepared in a form consistent with that which will be adopted in the Company's annual accounts having regard to the accounting standards applicable to such annual accounts. Our responsibility Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review. Scope of review We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, ''Review of Interim Financial Information Performed by the Independent Auditor of the Entity'', issued by the Financial Reporting Council for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Emphasis of matter: wind down of activities We draw your attention to the disclosures in note 1 to the financial statements, which explains that the directors have taken the decision to realise the Group's loan book through an orderly wind down of activities and to subsequently return capital to shareholders. Our conclusion is not modified in respect of this matter. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2020 is not prepared, in all material respects, in accordance with the rules of the London Stock Exchange for companies trading securities on AIM. Use of our Report Our report has been prepared in accordance with the terms of our engagement to assist the Company in meeting the requirements of the rules of the London Stock Exchange for companies trading securities on AIM and for no other purpose. No person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of our terms of engagement or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability. BDO LLP Chartered Accountants London, UK 21 September 2020 BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127). CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED 30 JUNE 2020 Six months ended 30 June 2020Six months ended 30 June 2019 UnauditedUnaudited Note£000£000 Income3 (2,023) 5,305 Administrative Expenses - before exceptional items (4,260) (5,248) Administrative Expenses - Exceptional items6 (17,808) (312) Administrative Expenses - Total5 (22,068) (5,560) Operating Loss4 (24,091) (255) Finance costs (8) (51) Loss before taxation for period (24,099) (306) Taxation 107 58 Loss after taxation for the period and total Comprehensive Income (23,992) (248) LOSS PER SHARE Basic EPS (loss) 7 (15.14p) (0.16p) Diluted EPS (loss)7 (15.14p) (0.16p) CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2020 As at 30 June 2020As at 30 June 2019As at 31 December 2019 UnauditedUnauditedAudited £000£000 £000 Non-current assetsNote Intangible assets 9 - 12,582 12,488 Tangible assets10 1,233 4,166 3,702 Investments11 7,136 4,416 6,570 Total non-current assets 8,369 21,164 22,760 Current Assets Loans receivable12 98,058 83,617 103,630 Trade and other receivables 1,862 3,996 1,745 Cash and cash equivalents13 18,659 46,365 22,787 Total current assets 118,579 133,978 128,162 Total assets 126,948 155,142 150,922 Current liabilities Trade and other payables 3,711 3,657 1,829 Lease liabilities 479 216 295 Total current liabilities 4,190 3,873 2,124 Total Assets less Current liabilities 122,758 151,269 148,798 Non-current liabilities Lease liabilities 1,062 3,502 3,068 Deferred tax - 25 107 Total non-current liabilities 1,062 3,527 3,175 Net assets 121,696 147,742 145,623 Equity and reserves Share capital14 1,700 1,700 1,700 Retained earnings 119,996 146,042 143,923 Total equity and reserves 121,696 147,742 145,623 These Financial Statements were approved and authorised for issue by the Board of Directors on21 September 2020 and were signed on its behalf by: Sam DobbynChief Executive Officer CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED 30 JUNE 2020Six months ended 30 June 2020NoteShare capitalRetained earningsTotal equity UnauditedUnauditedUnaudited £000£000£000 Balance brought forward 1 January 2020 1,700 143,923 145,623 Loss for the period - (23,992) (23,992) Share-based payments - 65 65 Dividends paid8 - - - Balance as at 30 June 2020 1,700 119,996 121,696 Six months ended 30 June 2019NoteShare capitalRetained earningsTotal equity UnauditedUnauditedUnaudited £000£000£000 Balance brought forward 1 January 2019 1,700 148,821 150,521 Loss for the period - (248) (248) Share-based payments - 116 116 Dividends paid8 - (2,647) (2,647) Balance as at 30 June 2019 1,700 146,042 147,742 Year ended 31 December 2019NoteShare capitalRetained earningsTotal equity AuditedAuditedAudited £000£000£000 Balance brought forward 1 January 2019 1,700 148,821 150,521 Profit for the year - 144 144 Share-based payments - 252 252 Dividends paid8 - (5,294) (5,294) Balance as at 31 December 2019 1,700 143,923 145,623 CONSOLIDATED CASH FLOW STATEMENT FOR THE SIX MONTHS ENDED 30 JUNE 2020 Six months ended 30 June 2020Six months ended 30 June 2019Year ended 31 December 2019 UnauditedUnauditedAudited Note£000£000 £000 Cash flows from operating activities (Loss) / profit for the period after taxation (23,992) (248) 144 Adjustments for non-cash items: Amortisation of intangible assets4 94 93 186 Impairment of intangible assets6 12,394 - - Depreciation of tangible assets4 185 220 442 Impairment of tangible assets6 600 - - Fair value reduction in contract assets - - 2,095 Share-based payments 65 116 252 Finance costs 8 51 94 Deferred tax credit for period (107) (58) 23 (10,753) 174 3,236 Changes in working capital Increase / (decrease) in payables 1,882 440 (1,386) Increase in trade investments11 (566) (2,467) (4,621) Decrease / (increase) in receivables 5,455 5,623 (14,234) Net cash (outflow) / inflow from operating activities (3,982) 3,770 (17,005) Cash flows from investing activities Payments for purchase of tangible assets10 (7) (110) (97) Net cash outflow from investing activities (7) (110) (97) Cash flows from financing activities Principal paid on lease liabilities (131) (78) (202) Interest paid on lease liabilities (8) (60) (105) Dividends paid8 - (3,963) (6,610) Net cash inflow from financing activities (139) (4,101) (6,917) Net increase in cash and cash equivalents (4,128) (441) (24,019) Cash and cash equivalents brought forward 22,787 46,806 46,806 Cash and cash equivalents as at 30 June 202013 18,659 46,365 22,787 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2020 1. GENERAL INFORMATION AND BASIS OF PREPARATION General information The registered office of the Company is 6 Duke Street St. James's, London SW1Y 6BN. The Group's principal activity is the underwriting and management of loans to UK residential developers. Period of account The Consolidated Financial Statements of the Group are in respect of the six months ended 30 June 2020. The comparatives are for the six months ended 30 June 2019 and for the year ended 31 December 2019. Basis of preparation The interim condensed consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group's financial statements for the year ended 31 December 2019, which were prepared in accordance with International Financial Reporting Standards adopted by the International Accounting Standards Board ("IASB") and interpretations issued by the International Financial Reporting Committee ("IFRIC") of the IASB (together "IFRS") as adopted by the European Union. The information relating to the six months ended 30 June 2020 and the comparative information for the six months ended 30 June 2019 is unaudited and does not constitute statutory financial statements within the meaning of section 434 of the Companies Act 2006. The Group's statutory financial statements to 31 December 2019 are audited and have been delivered to the Register of Companies. The report of the auditor was unqualified but contained two matters to which the auditors drew attention by way of emphasis of matter. The two paragraphs related to post balance sheet events and a related party loan and can be found on page 42 of the Annual Report for the year ended 31 December 2019. Significant accounting policies The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's financial statements for the year ended 31 December 2019. As previously announced, as a result of the impact of Covid-19 and the non-completion of the proposed transaction with HHL, the Group carried out a strategic review of its options in April 2020. Having completed the review, the Directors took the decision to realise the value of the loan book through an orderly wind down of activities and to subsequently return capital to shareholders. This process is ongoing. As the Directors remain confident that the Group will have sufficient funds to continue to meet its liabilities as they fall due for at least twelve months from the date of approval of the half-year financial report, they have prepared the report on a going concern basis. 2. FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT The Group is exposed through its operations to the following financial risks: * Credit risk * Liquidity risk * Market risk. In common with other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group's objectives, policies, and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these Financial Statements. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise the effect on the Group's financial performance. Risk management is carried out by the Board of Directors. It identifies, evaluates and mitigates financial risks. The Board provides written policies for credit risk and liquidity risk. 1. Principal financial instruments The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows: * Loan receivables * Investments * Contract assets * Trade and other receivables * Cash and cash equivalents * Trade and other payables 2.FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT (continued) 2. Financial instruments by category As at 30 June 2020 £000 Fair value through profit or lossAmortised costTotal UnauditedUnauditedUnaudited Financial assets Investments 7,136 7,136 Loan receivables 98,058 98,058 Contract assets 306 306 Trade and other receivables 1,479 1,479 Cash and cash equivalents 18,659 18,659 Total financial assets 105,500 20,138 125,638 Financial liabilities Trade and other payables (3,711) (3,711) Total financial liabilities - (3,711) (3,711) As at 30 June 2019 £000 Fair value through profit or lossAmortised costTotal UnauditedUnauditedUnaudited Financial assets Investments 4,416 4,416 Loan receivables 83,617 83,617 Contract assets 3,037 3,037 Trade and other receivables 693 693 Cash and cash equivalents 46,365 46,365 Total financial assets 91,070 47,058 138,128 Financial liabilities Trade and other payables (3,657) (3,657) Total financial liabilities - (3,657) (3,657) As at 31 December 2019 £'000 Fair value through profit or lossAmortised costTotal AuditedAuditedAudited Financial assets Investments 6,570 6,570 Loan receivables 103,630 103,630 Contract assets 306 306 Trade and other receivables 1,292 1,292 Cash and cash equivalents 22,787 22,787 Total financial assets 110,506 24,079 134,585 Financial liabilities Trade and other payables 1,829 1,829 Total financial liabilities - 1,829 1,829 2\. FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT (continued) 3. Financial instruments not measured at fair value Financial instruments not measured at fair value include cash and cash equivalents, trade and other receivables, and trade and other payables. The carrying value of other receivables has been amortised to estimated net recoverable value where there are circumstances indicating that the full value will not be recovered. Trade receivables are measured at amortised cost and are impaired for expected credit losses. Due to the short-term nature of cash and cash equivalents and trade and other payables, the Directors consider that their carrying value approximates to their fair value. 4. Financial instruments measured at fair value The fair value hierarchy of financial instruments measured at fair value is provided below: As at 30 June 2020As at 30 June 2019As at 31 December 2019 Fair valueFair valueFair value £000 Level 3Level 3Level 3 Financial assets Investments 7,136 4,416 6,570 Loan receivables 98,058 83,617 103,630 Contract assets 306 3,037 306 Total financial assets 105,500 91,070 110,506 2. FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT (continued) (v) Financial instruments measured at fair value The valuation techniques and significant unobservable inputs used in determining the fair value measurement at Level 2 and Level 3 financial instruments, as well as the inter-relationship between key unobservable inputs and fair value are set out in the table below.Financial instrumentValuation techniques usedSignificant unobservable inputs (Level 3 only)Inter-relationship between key unobservable inputs and fair value (Level 3 only)As at 30 June 2020Unaudited As at 30 June 2019 Unaudited As at 31 December 2019Audited £000£000£000 Loan receivablesInitial transaction costs plus pro rata share of fees plus accrued interest adjusted for changes in credit risks or market movements.Profile and timing of loan drawdowns. Assumption that loans can be syndicated to third parties at the fair value. The earlier the timing of the drawdowns and the higher the value of the drawdowns, the higher the fair value of the loan receivables. 98,058 83,617 103,630 Equity investmentsInitial transaction costs subsequently valued at fair value based on projected future earnings discounted at an appropriate discount rate. Profile and timing of loan drawdowns which determine profile and timing of investment and return on investment. The earlier the timing of the drawdowns and the higher the value of the drawdowns the higher the fair value of the investment. 7,136 4,416 6,570 Contract assetsDiscounting the estimated future cash flows at a rate reflecting the risk associated with the cash flows. Expected future cash receipts and risk adjusted discount rate.The higher the cash flows the greater the valuation. A higher discount rate results in a lower valuation. 306 3,037 306 Total financial assets 105,500 91,070 110,506 2. FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT (continued) (v) Financial instruments measured at fair value The following table shows the sensitivity of fair values Grouped in Level 3 to changes in interest rates, for a selection of the largest financial assets. It is assumed that interest rates are changed by 1% whilst all other variables were held constant. Movement to 30 June 2020 Sensitivity of fair valuesValue in Financial Statements \+ 1% change in interest rate \- 1% change in interest rate £000£000£000 Investments 7,136 7,244 7,028 Loan receivables 98,058 98,387 97,729 Contract assets 306 335 277 Balance as at 30 June 2020 105,500 105,966 105,034 Movement to 30 June 2019 Sensitivity of fair valuesValue in Financial Statements \+ 1% change in interest rate \- 1% change in interest rate £000£000£000 Investments 4,416 4,474 4,368 Loan receivables 83,617 83,817 83,416 Contract assets 3,037 3,118 2,957 Balance as at 30 June 2019 91,070 91,409 90,741 Movement to 31 December 2019 Sensitivity of fair valuesValue in Financial Statements \+ 1% change in interest rate \- 1% change in interest rate £000£000£000 Investments 6,570 6,847 6,299 Loan receivables 103,630 104,181 103,084 Contract assets 306 312 299 Balance as at 31 December 2019 110,506 111,340 109,682 2. FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT (continued) 6. Financial instruments measured at fair value The reconciliation of the opening and closing fair value balance of Level 3 financial instruments is provided below: Movement six months to 30 June 2020 Loan receivablesInvestmentsContract assets Reconciliation of fair value balances \- Level 3UnauditedUnauditedUnaudited £000£000£000 Balance as at 1 January 2020 103,630 6,570 306 New loans / investments advanced during period 18,562 410 - Loan repayments / contract asset receipts (7,519) - (113) Loan sold to asset management structures (13,600) - - Fair value through profit or loss (3,015) 156 113 Balance as at 30 June 2020 98,058 7,136 306 Movement six months to 30 June 2019 Loan receivablesInvestmentsContract assets Reconciliation of fair value balances \- Level 3UnauditedUnauditedUnaudited £000£000£000 Balance as at 1 January 2019 89,544 1,949 3,154 New loans / investments advanced during period 7,358 2,519 - Loan repayments / contract asset receipts (18,272) - (232) Fair value through income statement 4,987 (52) 115 Balance as at 30 June 2019 83,617 4,416 3,037 Movement year to 31 December 2019 Loan receivablesInvestmentsContract assets Reconciliation of fair value balances \- Level 3AuditedAuditedAudited £000£000£000 Balance as at 1 January 2019 89,544 1,949 3,154 New loans / investments advanced during year 59,033 4,777 - Loan repayments / contract asset receipts (47,020) - (887) Loan sold to asset management structures (8,227) - - Contract assets impairment - - (2,095) Fair value through income statement 10,300 (156) 134 Balance as at 31 December 2019 103,630 6,570 306 3. INCOME The Group income for the period was derived as follows: Six months ended 30 June 2020 Six months ended 30 June 2019 Unaudited Unaudited £000 £000 Fair value (decrease) / income from loan receivables (3,015) 4,987 Income from contract assets 113 115 Fair value increase / (decrease) on investments 156 (52) Management Fees 723 220 Other income - 35 Total Income (2,023) 5,305 4. LOSS FOR THE PERIOD The Group operating loss for the period is stated after charging: Six months ended 30 June 2020 Six months ended 30 June 2019 Unaudited Unaudited £000 £000 Amortisation of intangible assets 94 93 Depreciation of right-of-use leasehold 156 197 Depreciation of fixtures & fittings 29 27 Exceptional items (note 6) 17,808 312 Exceptional items include £12,394,000 (2019: £nil) related to impairment of intangible assets (see note 9) and £600,000 (2019: £nil) related to impairment of tangible assets (see note 10). 5. OPERATING COSTS The Group's operating costs are stated after charging: Six months ended 30 June 2020 Before Exceptional itemsExceptional itemsTotal UnauditedUnauditedUnaudited £000 £000 £000 Staff costs 2,715 1,293 4,008 Share based payments 65 - 65 Rent, rates and office costs 128 - 128 Marketing 60 - 60 Audit & Accountancy 89 - 89 Legal & Professional Fees 470 3,521 3,991 Depreciation 185 - 185 Amortisation 94 - 94 Impairment of tangible assets - 600 600 Impairment of intangibles - 12,394 12,394 Other overheads 454 - 454 4,260 17,808 22,068 Six months ended 30 June 2019 Before Exceptional itemsExceptional itemsTotal UnauditedUnauditedUnaudited £000 £000 £000 Staff costs 3,514 - 3,514 Share based payments 116 - 116 Rent, rates and office costs 163 - 163 Marketing 249 - 249 Audit & Accountancy 72 - 72 Legal & Professional Fees 293 312 605 Depreciation 220 - 220 Amortisation 93 - 93 Other overheads 528 - 528 5,248 312 5,560 6. EXCEPTIONAL ITEMS The following costs were identified as exceptional items during the period: Six months ended 30 June 2020 Six months ended 30 June 2019 Unaudited Unaudited £000 £000 Settlement costs related to redundancies 1,293 - Legal and professional costs related to aborted disposal 3,521 - Impairment of Intangibles - Goodwill 10,922 - Impairment of Intangibles - Brand 1,472 - Impairment of tangible assets 600 - Bond issue costs - 312 Exceptional items before taxation 17,808 312 Taxation impact of exceptional items - (59) Exceptional items after taxation 17,808 253 During the period, there were significant costs incurred in proposed disposal of Urban Exposure Lendco Limited to HHL. Although this was approved by the shareholders, the Company received a purported notice of termination of the SPA from HHL prior to completion. Exceptional legal and professional costs of £3,521,000 were incurred for this project and a further project to sell the asset manager as a result of the breach of the SPA. As a result of Covid-19 and following the failure of HHL to complete the proposed transaction, the Group changed its strategy to an orderly wind down of the Group loan portfolio. This led to redundancies at a cost of £1,293,000 to June 2020. Following the change in strategy, the Group has reviewed the goodwill and the brand and have impaired the value of both to £nil resulting in an exceptional charge for the period of £10,922,000 and £1,472,000 respectively. Furthermore, the Group has reviewed its requirements for the right-of-use leasehold premises and for office space with significantly reduced number of employees following the redundancies, and has made an impairment of the right-of-use short leasehold asset of £600,000. For the comparative period to June 2019, costs of £312,000 relating to a cancelled proposed bond issue were expensed as a one-off non-recurring cost. 7. EARNINGS PER SHARE (EPS) Basic earnings/loss per share (EPS) has been calculated based on the loss for the period as shown in the Consolidated Statement of Comprehensive Income divided by the weighted average number of Ordinary Shares in issue. Diluted EPS has been calculated based on the loss for the period as shown in the Consolidated Statement of Comprehensive Income divided by the weighted average number of Ordinary Shares. Although 3,150,000 (June 2019 - 3,150,000) share options were in issue, as these would have an anti-dilutive effect they have not been included in the calculation of 'Weighted average number of shares for diluted earnings per share'. When a profit is generated, the share options will have a dilutive impact. Six months ended 30 June 2020 Six months ended 30 June 2019 Unaudited Unaudited £000 £000 (Loss) for the period (23,992) (248) (Loss)/ profit for the period excluding adjusting items (6,184) 5 Number of shares Number of shares Weighted average number of shares for basic EPS 158,494,130 158,494,130 Dilutive effect of share options - - Weighted average number of shares for diluted EPS 158,494,130 158,494,130 Six months ended 30 June 2020 Six months ended 30 June 2019 Unaudited Unaudited Pence Pence Basic (loss) per share (15.14p) (0.16p) Diluted (loss) per share (15.14p) (0.16p) Adjusted basic (loss) / profit per share (3.90p) 0.003p Adjusted diluted (loss) / profit per share (3.90p) 0.003p 8. DIVIDENDS Six months ended 30 June 2020 Six months ended 30 June 2019 £000 £000 Final dividend for the year ended 31 December 2019 / Period ended 31 December 2018 - 2,647 The Board did not propose the payment of a final dividend for the year ended 31 December 2019. For the period ended 31 December 2018, a final dividend of 1.67p per share (£2,647,000) was proposed as payable to all shareholders on the Register of Members on 12 April 2019, approved at the Annual General Meeting of 2 May 2019 and paid 7 May 2019. 9. INTANGIBLE ASSETS Six months ended 30 June 2020 Goodwill BrandTotal UnauditedUnauditedUnaudited £000 £000 £000 Cost As at 1 January 2020 10,922 1,874 12,796 Acquired during the period - - - Cost as at 30 June 2020 10,922 1,874 12,796 Amortisation As at 1 January 2020 - 308 308 Amortisation for the period - 94 94 Impairment in the period 10,922 1,472 12,394 Amortisation as at 30 June 2020 10,922 1,874 12,796 Net Book value as at 30 June 2020 - - - Six -months ended 30 June 2019 Goodwill BrandTotal UnauditedUnauditedUnaudited £000 £000 £000 Cost As at 1 January 2019 10,922 1,874 12,796 Acquired during the period - - - Cost as at 30 June 2019 10,922 1,874 12,796 Amortisation As at 1 January 2019 - 122 122 Amortisation for the period - 92 92 Amortisation as at 30 June 2019 - 214 214 Net Book value as at 30 June 2019 10,922 1,660 12,582 Year ended 31 December 2019 Goodwill BrandTotal £000 £000 £000 Cost As at 1 January 2019 10,922 1,874 12,796 Acquired during the year- - - Cost as at 31 December 2019 10,922 1,874 12,796 Amortisation As at 1 January 2019 - 122 122 Amortisation for the year - 186 186 Amortisation as at 31 December 2019 - 308 308 Net Book value as at 31 December 2019 10,922 1,566 12,488 As a result of Covid-19 and, following the failure of HHL to complete the proposed transaction and the resultant change in strategy, the Group reviewed the goodwill and the brand asset and have revalued both to £nil resulting in an impairment charge of £10,922,000 and £1,472,000 respectively, for the period ended 30 June 2020. 10. TANGIBLE ASSETS Six -months ended 30 June 2020 Right of use short Leasehold Furniture, fixtures & fittingsComputer EquipmentTOTAL Unaudited Unaudited Unaudited Unaudited £000 £000 £000 £000 Cost As at 1 January 2020 3,610 492 42 4,144 Acquired during the period - - 7 7 Remeasure of leasehold assets (1,691) - - (1,691) Cost as at 30 June 2020 1,919 492 49 2,460 Depreciation As at 1 January 2020 386 49 7 442 Charge for the period 156 24 5 185 Impairment in the period 600 - - 600 Depreciation as at 30 June 2020 1,142 73 12 1,227 Net Book value as at 30 June 2020 777 419 37 1,233 Six -months ended 30 June 2019 Right of use short Leasehold Furniture, fixtures & fittingsComputer EquipmentTOTAL Unaudited Unaudited Unaudited Unaudited £000 £000 £000 £000 Cost As at 1 January 2019 3,839 418 19 4,276 Acquired during the period 22 74 14 110 Remeasure of leasehold assets - - - Cost as at 30 June 2019 3,861 492 33 4,386 Depreciation As at 1 January 2019 - - - - Charge for the period 193 24 3 220 Depreciation as at 30 June 2019 193 24 3 220 Net Book value as at 30 June 2019 3,668 468 30 4,166 10. TANGIBLE ASSETS (continued) Year ended 31 December 2019 Right of use short Leasehold Furniture, fixtures & fittingsComputer EquipmentTOTAL Unaudited Unaudited Unaudited Unaudited £000 £000 £000 £000 Cost As at 1 January 2019 3,839 418 19 4,276 Acquired during the year 22 74 23 119 Remeasure of leasehold assets (251) - - (251) Cost as at 31 December 2019 3,610 492 42 4,144 Depreciation As at 1 January 2019 - - - - Charge for the year 386 49 7 442 Depreciation as at 31 December 2019 386 49 7 442 Net Book value as at 31 December 2019 3,224 443 35 3,702 In the period ended 30 June 2020 and following the change in strategy to wind down the loan book, the Group revalued the right-of-use short leasehold asset as it will be exercising the break clause at the end of five years rather than the original ten year period. As the Group's requirement for the leasehold premises is unlikely to be required for the full length of the remaining leasehold period, the Group has also impaired the asset by a further £600,000 within the period. 11. INVESTMENTS Six months ended 30 June 2020 Unaudited Valuation £000 As at 1 January 2020 6,570 Investment in the period 410 Fair value adjustment during the period 156 Valuation as at 30 June 2020 7,136 Six -months ended 30 June 2019 Unaudited Valuation £000 As at t 1 January 2019 1,949 Investment in the period 2,519 Fair value adjustment during the period (52) Valuation as at 30 June 2019 4,416 Year ended 31 December 2019 Audited Valuation £000 As at 1 January 2019 1,949 Investment in the year 4,777 Fair value adjustment during the year (156) Valuation as at 31 December 2019 6,570 The Group entered into a partnership agreement with Kohlberg Kravis Roberts (KKR) in which the Group has a 9.1% interest. The purpose of the agreement is to make loans to real estate developers in the United Kingdom for the development of residential and mix use properties. Under this agreement, KKR will invest up to £150m and Urban Exposure Plc will invest up to £15m in assets under management, with each party contributing as directed under the partnership agreement, as and when required. The Group has invested £7.1m to date (June 2019 £4.5m, December 2019 £6.7m). Due to the change in strategy, the partnership is committed to funding existing loan arrangements but there will be no further new development loans to be funded by this arrangement. The maximum commitment of both parties to the loans is thereby limited to £71.3m (KKR) and £7.1m (Urban Exposure plc). The investments are classified as a trade investment and accordingly, they are financial assets measured at FVTPL. See note 2 for further disclosures. 12. LOAN RECEIVABLES As at 30 June 2020 As at 30 June 2019 As at 31 December 2019 Unaudited Unaudited Audited £000 £000 £000 Loan receivables 98,058 83,617 103,630 See note 2 for further disclosures relating to financial assets. 13. CASH AND CASH EQUIVALENTS As at 30 June 2020 As at 30 June 2019 As at 31 December 2019 Unaudited Unaudited Audited Audited Audited Audited Cash and cash equivalents - unrestricted 18,659 46,365 22,787 All the cash and cash equivalents are held in Sterling. The Directors consider that the carrying amount of cash and cash equivalents approximates to their fair values. 14. SHARE CAPITAL Share capital for the period has been issued as follows: Value per shareOrdinary SharesDeferred SharesTotal UnauditedUnauditedUnauditedUnauditedUnaudited Number££000£000£000 Balance as at 1 January 2019 169,950,000 0.01 1,650 50 1,700 Movement to 30 June 2019 - - - - Balance as at 30 June 2019 169,950,000 0.01 1,650 50 1,700 Movement to 31 December 2019 - - - - Balance as at 31 December 2019 169,950,000 0.01 1,650 50 1,700 Movement to 30 June 2020 - - - - Balance as at 30 June 2020 169,950,000 0.01 1,650 50 1,700 The movement in the number of shares issued during the period is shown as below: Ordinary SharesDeferred SharesTreasury SharesTotal UnauditedUnauditedUnauditedUnaudited NumberNumberNumberNumber Balance as at 1 January 2019 158,494,130 4,950,000 6,505,870 169,950,000 Movement to 30 June 2019 - - - - Balance as at 30 June 2019 158,494,130 4,950,000 6,505,870 169,950,000 Movement to 31 December 2019 - - - - Balance as at 31 December 2019 158,494,130 4,950,000 6,505,870 169,950,000 Movement to 30 June 2020 - - - - Balance as at 30 June 2020 158,494,130 4,950,000 6,505,870 169,950,000 There was no movement in the number of shares issued in the six-month period ended 30 June 2020. 15. RELATED PARTY TRANSACTIONS During the period, the Group companies entered the following transactions with related parties which are not members of the Group as detailed below: Six months ended 30 June 2020 As at 30 June 2020 Operating costs recharges Amounts due from related partiesAmounts due to related parties Unaudited UnauditedUnaudited £000 £000£000 UE Finco Limited - - - Urban Exposure Limited 19 - 14 Urban Exposure Investment Management LLP - - - Urban Exposure Philanthropy Limited - 907 - 19 907 14 Six months ended 30 June 2019 As at 30 June 2019 Operating costs recharges Amounts due from related partiesAmounts due to related parties Unaudited UnauditedUnaudited £000 £000£000 UE Finco Limited 32 - 32 Urban Exposure Limited 14 - 14 Urban Exposure Investment Management LLP 63 - 63 Urban Exposure Philanthropy Limited - 5 - 109 5 109 Year ended 31 December 2020 As at 31 December 2019 Operating costs recharges Amounts due from related partiesAmounts due to related parties Audited AuditedAudited £000 £000£000 UE Finco Limited 27 - 8 Urban Exposure Limited 343 - 37 Urban Exposure Investment Management LLP - - - Urban Exposure Philanthropy Limited - 707 - 370 707 45 Operating costs were paid on behalf of Urban Exposure Group and re-charged at cost by the above related companies. No dividends were paid to related parties in the period. For the half year to 30 June 2019, dividends of £73,000 and £147,000 were paid to the Directors and key managers of Urban Exposure Plc in respect of the interim dividend and final dividend for the period ended 31 December 2018 in January 2019 and May 2019 respectively. For the year ended 31 December 2019, dividends of £302,000 were paid to the Directors and key managers of Urban Exposure Plc in respect of the final dividend for the period ended 31 December 2018 and the interim dividend for the year ended 31 December 2019. 15. RELATED PARTY TRANSACTIONS (continued)On 16 January 2020, a further £200,000 was advanced to Urban Exposure Philanthropy Limited ("UEP"), a related party, leaving a balance of £907,000 as at 30 June 2020 (June 2019: £5,000, December 2019: £707,000). The UEP Loan was advanced by the Group on the basis that it would be repaid from UEP's fund raising activities and from contributions from the Group's staff. Mr. and Mrs. Sandhu have agreed with the Company that they will procure that the UEP Loan is repaid in full to the Company before 31 December 2020 (the "UEP Loan Repayment Agreement"). This commitment has been secured by Mr. and Mrs. Sandhu by the deposit into an escrow arrangement of 2.8 million ordinary shares of the Company beneficially owned by Mr. and Mrs. Sandhu with the Company being able to require the sale of the shares from escrow and the proceeds (up to the amount then owing under the UEP Loan) being used to repay the Company. Mr. and Mrs. Sandhu may make payment, or part payment, of the UEP Loan in advance of 31 December 2020, in which case a corresponding portion of the shares in escrow will be released to Mr and Mrs Sandhu. Entry into the UEP Loan Repayment Agreement was a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies. Further, because UEP is a connected person of each of Mr. and Mrs. Sandhu for the purposes of the Companies Act 2006, the arrangements were required to be approved by PLC's shareholders as a loan to a connected party of a director pursuant to section 200 of the Companies Act 2006. This shareholder approval was not obtained. Accordingly, under section 213(2) of the Companies Act 2006, the loan is voidable by Amco unless either (a) restitution of the loan is no longer possible or (b) Amco is indemnified for any loss or damage resulting from the loan. In addition, under sections 213(3) and (4) of the Companies Act, each of (a) UEP, (b) Mr. and Mrs. Sandhu and (c) any other director of Lendco and Amco who authorised the Loan are jointly and severally liable to indemnify Amco for any loss or damage resulting from the Loan, unless, in the case of (c) that director can show at the time the relevant transaction was entered into, he did not know the relevant circumstances constituting the contravention of the Companies Act 2006.16. FINANCIAL COMMITMENTS As at 30 June 2020, the Group had £165.5m (June 2019 £220.8m, December 2019 £421.0m) of undrawn committed loan capital payable over the next four years. Since June 2020, these commitments have reduced by a further £133.5m in respect of loans sold or redeemed early. The Group entered into a partnership agreement with KKR with a commitment of up to £15.0 million and has made payments of £7.1m (June 2019 £4.5m, December 2019 £6.7m) under this agreement with an outstanding financial commitment relating to the agreement of £7.9m (June 2019 £10.5m, December 2019 £8.3m). Due to the change in strategy, there will be no further new development loans to be funded by this arrangement. The maximum commitment of both parties is thereby limited to £71.3m (KKR) and £7.1m (Urban Exposure plc). 17. POST BALANCE SHEET EVENTSThe Group had no significant post balance sheet events requiring adjustment or disclosure. Urban Exposure Plc6 Duke Street St James'sLondonSW1Y 6BN www.urbanexosureplc.com * * * ISIN: GB00BFNSQ303 Category Code: IR TIDM: UEX LEI Code: 213800Q7WLHGIHUFBT43 Sequence No.: 84589 EQS News ID: 1134675 End of Announcement EQS News Service

  • Analysts optimistic on Urban Exposure outlook
    Stockopedia

    Analysts optimistic on Urban Exposure outlook

    The Urban Exposure (LON:UEX) share price has risen by 37.5% over the past month and it’s currently trading at 54.5001. For investors considering whether to buy...