20 April 2021
THIS ANNOUNCEMENT INCLUDES INSIDE INFORMATION AS DEFINED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014
Urban Exposure Plc ("the Company")
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 year ended 31 December 2020.
The Group loss before tax for the year was £(26.9)m (2019: profit of £0.2m).
During the year, the Group had:
- Negative income of £(0.9)m recognised due to a reduction in fair values of the Group's loan receivables due to changes in market values that occurred largely as a result of the uncertainty created by Covid-19 (2019: Income of £11.1m).
- Operating costs of £7.1m (2019: £10.3m) exclusive of exceptional costs.
- Exceptional costs were £19.0m (2019: £0.5m), reflecting the write down of intangibles due to the change in Group strategy, costs associated with potential transactions and restructuring costs.
- The Group successfully acquired 86.7m of its own shares, via a tender offer, at a price of 75p per share, resulting in a £65m return of capital to shareholders.
- Basic loss per share: (17.21)p (2019: Basic earnings per share of £0.09p).
- Net tangible asset value of £53.8m (2019: £133.1m) [Note 1], which includes cash and cash equivalents of £16.6m (2019: £22.8m) and loan receivables of £35.3m (2019: £103.6m).
Net tangible asset value per share: 75p (2019: 84p)
Cash and cash equivalents per share: 23p (2019: 14p)
Loans receivable per share: 49p (2019: 65p)
Note 1: Net tangible asset value is calculated as total net asset value exclusive of intangible assets. Net tangible assets per share are calculated based on the number of ordinary shares in issue at each period end.
Following completion of the tender offer on 23 December 2020, there were 72,155,955 ordinary shares in issue at 31 December 2020.
Progress in winding down the Group's operations
In June 2020, the Group announced it would pursue an orderly wind down of the loan book with the purpose of returning capital to shareholders.
Despite the continuation of the COVID-19 pandemic and the difficult conditions resulting from further national lockdowns since the last announcement, the Group has made significant progress in liquidating its remaining loan book. As at the date of this announcement, the Group has further reduced the loan receivables balance to £19.6m and increased cash and cash equivalents to £30.9m.
In September 2020 the Board estimated the amount of capital to be returned to shareholders to be in the range 72p - 78p per share. The Board has reviewed this estimate and now expects the final distributions to shareholders in respect of the Company's outstanding shares to be within a range of 72p-75p per share.
Proposed liquidation and cancellation of admission to AIM
Given the progress made in realising the Group's loan portfolio and the ongoing costs of remaining as a quoted Company, the Board believes that it is in the best interests of shareholders to start preparations to appoint liquidators to implement a solvent members' voluntary liquidation of the Company ("Liquidation") and to cancel the Company's admission to AIM.
Further details regarding the timing of and process for the Liquidation and proposed cancellation from AIM will be announced in due course. Any such proposals will be subject to approval at an extraordinary meeting of the Company's shareholders, which the Company anticipates would be held in the coming months.
Possible share buy-backs
The Company is also considering making market purchases of its shares using the authority granted by shareholders at the last annual general meeting of the Company prior to taking steps to place the Company in Liquidation. Further details of any proposed buy-backs will be announced shortly.
Urban Exposure plc Tel: +44(0)207 408 0022
Graham Warner, Chairman
Sam Dobbyn, Chief Executive Officer
Liberum (NOMAD and Corporate Broker) Tel: +44(0)203 100 2000