1. Critical Accounting Judgements and Key Sources of Estimation Uncertainty
Judgements and estimates are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Management have not made any individual critical accounting judgements that are material to the Group. Management considers the key sources of estimation uncertainty relate to:
Carrying value of inventories
The Group carries inventories at the lower of cost and net realisable value less cash on account.
Due to the nature of development timescales, it is routinely necessary to estimate costs to complete and future revenues and to allocate non-unit specific development costs between units legally completing in the current financial year and in future periods. A full review of the net realisable value of inventories was undertaken by the Group as at 30 June 2019. Reasonably foreseeable changes in the assumptions used would not have a significant impact on the net realisable value.
Pensions
The Group has utilised assumptions including a rate of return on assets, mortality assumptions and a discount rate having been advised by its actuary. To the extent that such assumed rates are different from what actually transpires, the retirement benefit obligations of the Group would change.
The primary risks the Group is exposed to by the defined benefit pension scheme are the movement in corporate bond yields, the market’s long-term expectations for inflation and movement in mortality rates. The scheme closed to future accrual with effect from 1 March 2012. See Note 7e.
2019 £m |
2018 £m |
|
Revenue from the sale of new housing | 2,091 | 1,900 |
Revenue from the sale of land | 21 | 20 |
2,112 | 1,920 |
b. Operating Profit
Note |
2019 £m |
2018 £m |
|
Operating profit is stated after charging: | |||
Inventories expensed in the year | 13 | 1,526 | 1,375 |
Depreciation | 9 | 3 | 2 |
Amortisation | 8 | - | 1 |
Operating leases – plant and machinery | 3 | 3 | |
– other | 1 | 1 | |
Research and development expenditure | 1 | 1 | |
Auditors’ remuneration – fees payable to the Company’s Auditors for audit services (i) | - | - | |
– fees payable to the Company’s Auditors for other services (ii) | - | - |
Fees payable to the Company’s Auditors comprise:
(i) fees payable for the audit of parent company and consolidated financial statements £30,000 (2018: £30,000) and fees payable for the audit of the Company’s subsidiaries pursuant to legislation £147,750 (2018: £157,000).
(ii) Auditors’ remuneration for other services comprised £20,000 (2018: £20,000) in respect of an independent review of the half-yearly financial statements (Audit related assurance services), £9,100 (2018: £9,100) in respect of iXBRL tagging (Taxation compliance services) and £1,130 (2018: £1,130) in respect of 'PwC Inform', an on-line technical accounting guide (other services).
2019 £m |
2018 £m |
|
Interest payable on bank loans | (2) | (4) |
Imputed interest on deferred land creditors | (6) | (6) |
Financial costs | (8) | (10) |
Other interest receivable | 3 | 3 |
Financial income | 3 | 3 |
Net financing costs | (5) | (7) |
2019 £m |
2018 £m |
|
Current tax charge | ||
UK Corporation Tax | 77 | 73 |
Deferred tax | ||
Origination and reversal of temporary differences | - | (1) |
Total income tax charge income statement | 77 | 72 |
Reconciliation of tax charge for the year | ||
Profit before tax | 406 | 380 |
Tax calculated at UK Corporation Tax rate at 19.0% (2018: 19.0%) | 77 | 72 |
Tax charged for the year | 77 | 72 |
Deferred tax recognised directly in equity | ||
Relating to pension scheme | (1) | 4 |
(1) | 4 |
Current income tax credit in the Company is £3m (2018: £nil).
Information on the impact of future tax rate changes is included in note 11.
2019 £m |
2018 £m |
|
Prior year final dividend per share of 19.0p (2018: 11.0p); Current year interim dividend per share of 10.0p (2018: 9.0p) | 107 | 74 |
B share dividend 30.15p (2018: nil pence) | 111 | - |
218 | 74 |
The Board made an additional cash return of 30 pence per share through a B share scheme. Each shareholder at the record date was issued with one B share for every existing ordinary share held at the time. Barclays Bank PLC (or a subsidiary thereof) (acting as principal, and not as agent, nominee or trustee for Redrow plc) made an offer to purchase the B shares for an amount of 30 pence per B share (free of all expenses and commissions). The company accepted the offer on behalf of shareholders and paid a single dividend to Barclays as holder of all the B shares of 30.15p per share.
The Board decided to propose a final dividend of 20.5p per share in respect of 2019 (£72m (2018: 19.0p, £70m)). The dividend has not been provided for and there are no income tax consequences.
6. Earnings Per Ordinary Share
The basic earnings per share calculation for the year ended 30 June 2019 is based on the weighted average number of shares in issue during the period of 356m (2018: 361m) excluding those held in trust under the Redrow Long Term Incentive Plan (9m shares (2018: 9m shares)), which are treated as cancelled.
Diluted earnings per share has been calculated after adjusting the weighted average number of shares in issue for all potentially dilutive shares held under unexercised options.
For the 12 months ended 30 June 2019 | |||
Earnings £m |
Number of shares millions |
Per share pence |
|
Basic earnings per share | 329 | 356 | 92.3 |
Effect of share options and SAYE | - | 2 | (0.3) |
Diluted earnings per share | 329 | 358 | 92.0 |
For the 12 months ended 30 June 2018 | |||
Earnings £m |
Number of shares millions |
Per share pence |
|
Basic earnings per share | 308 | 361 | 85.3 |
Effect of share options and SAYE | - | 1 | (0.1) |
Diluted earnings per share | 308 | 362 | 85.2 |
Group | Company | |||
2019 £m |
2018 £m |
2019 £m |
2018 £m |
|
Wages and salaries | 109 | 106 | 3 | 3 |
Social security costs | 15 | 15 | 1 | 2 |
Other pension costs | 10 | 9 | - | - |
Share-based payments | 7 | 9 | 1 | 2 |
141 | 139 | 5 | 7 |
b. Number
The monthly average number of persons employed by the Group was:
Group | Company | |||
2019 Number |
2018 Number |
2019 Number |
2018 Number |
|
Directors and administrative staff | 896 | 960 | 8 | 9 |
Other personnel | 1,408 | 1,348 | - | - |
2,304 | 2,308 | 8 | 9 |
c. Key management remuneration
Key management personnel, as defined under IAS 24 ‘Related party disclosures’, are identified as the Executive Management Team and the Non-Executive Directors.
Summary key management remuneration is as follows:
2019 £m |
2018 £m |
|
Salaries and short-term employee benefits | 5 | 5 |
Share-based payments | 2 | 3 |
7 | 8 |
In addition, the Redrow Staff Pension scheme paid £15,756 (2018: £15,246) to The Steve Morgan Foundation on behalf of Steve Morgan in his capacity as an active Scheme pensioner.
Detailed disclosure of Directors’ emoluments and interests in shares are included in the Directors’ Remuneration Report on pages 60 to 79, which form part of these financial statements.
d. Share-based payments
Save As You Earn Share Option scheme (SAYE)
The Redrow plc SAYE scheme is open to all employees and share options can be exercised either three or five years after the date of grant, depending on the length of the savings contract. The SAYE schemes are not subject to performance conditions.
The SAYE schemes have been valued using the Black-Scholes pricing model.
2019 |
2018 |
|
Options granted during the year | 712,217 | 824,208 |
Date of grant | 1 January 2019 | 1 January 2018 |
Fair value at measurement date | £2.03 | £2.31 |
Share price | £5.78 | £6.13 |
Exercise price | £4.62 | £4.90 |
Option life (contract length) | 3/5 years | 3/5 years |
Expected dividend yield | 3.38% | 4.03% |
Risk free interest rate | 1.5% | 1.5% |
The expected volatility on SAYE schemes is based on the historic volatility of the Group’s share price over periods equal to the length of the savings contract.
Long Term Incentive scheme (LTIP)
Except in specified circumstances, options granted under the scheme are exercisable between three and ten years after the date of grant.
Options granted under the LTIP on 10 September 2018 were granted to a limited number of Senior Executives. The scheme is discussed in greater detail within the Directors’ Remuneration Report.
The LTIP has been valued using the Black-Scholes pricing model.
2019 |
2018 |
|
Options granted during the year | 335,604 | 321,012 |
Date of grant | 10 September 2018 | 15 November 2017 |
Fair value at measurement date | £5.97 | £5.20 |
Share price | £5.97 | £5.85 |
Exercise price | £0.00 | £0.00 |
Expected volatility | N/A* | N/A* |
Option life | 3 years | 3 years |
Expected dividend yield | 3.38% | 4.03% |
Risk free interest rate | N/A* | N/A* |
* For nil-cost awards not subject to a market based condition, volatility and risk free rate are not applicable.
The fair value at the measurement date of the LTIP granted on 10 September 2018 comprises £5.97 in respect of non-market based performance conditions.
The fair value at the measurement date of the LTIP granted on 15 November 2017 comprises £5.20 in respect of non-market based performance conditions.
Deferred Bonus Incentive (DBI)
Grants under the DBI were limited to Senior Management. Except in specified circumstances options granted under the scheme are exercisable between one and ten years after the date of grant for Tranche 1 and between two and ten years after the date of grant for Tranche 2 and are not subject to performance conditions.
The DBI has been valued using the Black-Scholes pricing model.
2019 Tranche 1 |
2019 Tranche 2 |
2018 Tranche 1 |
2018 Tranche 2 |
|
Options granted during the year | 575,210 | 575,349 | 450,047 | 449,915 |
Date of grant | 10 September 2018 | 10 September 2018 | 11 September 2017 | 11 September 2017 |
Fair value at measurement date | £5.97 | £5.97 | £6.11 | £5.87 |
Share price | £5.97 | £5.97 | £6.33 | £6.33 |
Exercise price | £0.00 | £0.00 | £0.00 | £0.00 |
Expected volatility | N/A* | N/A* | N/A* | N/A* |
Option life | 1 year | 2 years | 1 year | 2 years |
Expected dividend yield | 3.38% | 3.74% | 3.38% | 3.74% |
Risk free interest rate | N/A* | N/A* | N/A* | N/A* |
* For nil-cost awards not subject to a market based condition, volatility and risk free rate are not applicable.
Company Share Option Plan (CSOP)
Grants under the CSOP were limited to Senior Management. Except in specified circumstances, options granted to those other than the Executive Directors are exercisable between three and ten years after the date of grant and are not subject to performance conditions.
Share options outstanding
The following share options were outstanding at 30 June 2019:
Type of scheme | Date of grant | Number of options 2019 | Number of options 2018 |
Exercise price |
Long Term Share Incentive 2015 | 14 September 2015 | - | 175,810 | - |
Long Term Share Incentive 2016 | 12 September 2016 | 308,714 | 308,714 | - |
Long Term Share Incentive 2017 | 15 November 2017 | 321,012 | 321,012 | - |
Long Term Share Incentive 2018 | 10 September 2018 | 335,604 | - | - |
Deferred Bonus Incentive 2012 – Tranche 1 | 23 October 2012 | 4,656 | 4,656 | - |
Deferred Bonus Incentive 2012 – Tranche 2 | 23 October 2012 | 4,656 | 4,656 | - |
Deferred Bonus Incentive 2013 – Tranche 1 | 24 September 2013 | 4,642 | 6,562 | - |
Deferred Bonus Incentive 2013 – Tranche 2 | 24 September 2013 | 4,642 | 8,374 | - |
Deferred Bonus Incentive 2014 – Tranche 1 | 8 September 2014 | 3,615 | 15,619 | - |
Deferred Bonus Incentive 2014 – Tranche 2 | 8 September 2014 | 10,133 | 34,851 | - |
Deferred Bonus Incentive 2015 – Tranche 1 | 14 September 2015 | 18,055 | 56,179 | - |
Deferred Bonus Incentive 2015 – Tranche 2 | 14 September 2015 | 18,059 | 76,860 | - |
Deferred Bonus Incentive 2016 – Tranche 1 | 12 September 2016 | 45,774 | 183,390 | - |
Deferred Bonus Incentive 2016 – Tranche 2 | 12 September 2016 | 59,868 | 622,100 | - |
Deferred Bonus Incentive 2017 – Tranche 1 | 11 September 2017 | 56,651 | 417,174 | - |
Deferred Bonus Incentive 2017 – Tranche 2 | 11 September 2017 | 378,972 | 417,053 | - |
Deferred Bonus Incentive 2018 – Tranche 1 | 10 September 2018 | 554,139 | - | - |
Deferred Bonus Incentive 2018 – Tranche 2 | 10 September 2018 | 554,270 | - | - |
Company Share Option Plan | 21 November 2008 | - | 35,970 | £1.25 |
Save As You Earn | 1 January 2012 | - | 32,999 | £0.95 |
Save As You Earn | 1 January 2014 | - | 136,228 | £1.98 |
Save As You Earn | 1 January 2015 | 137,678 | 154,273 | £2.21 |
Save As You Earn | 1 January 2016 | 85,540 | 391,882 | £3.70 |
Save As You Earn | 1 January 2017 | 768,706 | 886,247 | £3.20 |
Save As You Earn | 1 January 2018 | 635,764 | 752,871 | £4.90 |
Save As You Earn | 1 January 2019 | 665,318 | - | £4.62 |
The total share options outstanding at 30 June 2019 under the LTIP, Deferred Bonus Incentive Plan, Company Share Option Plan and the Save As You Earn schemes represent 1.4% of the issued share capital (2018: 1.4%).
Movements in the year
The number and weighted average exercise prices of share options is as follows:
Number of options 2019 |
Weighted average exercise price 2019 |
Number of options 2018 |
Weighted average exercise price 2018 |
|
Long Term Share Incentive scheme: | ||||
Outstanding at the beginning of the year | 805,536 | - | 1,113,175 | - |
Lapsed during the year | - | - | (26,239) | - |
Exercised during the year | (175,810) | - | (602,412) | - |
Granted during the year | 335,604 | - | 321,012 | - |
Outstanding at the end of the year | 965,330 | - | 805,536 | - |
Exercisable at the end of the year | - | - | - | - |
Deferred Bonus Incentive scheme: | ||||
Outstanding at the beginning of the year | 1,847,474 | - | 2,207,002 | - |
Lapsed during the year | (285,500) | - | (205,409) | - |
Exercised during the year | (994,401) | - | (1,054,081) | - |
Granted during the year | 1,150,559 | - | 899,962 | - |
Outstanding at the end of the year | 1,718,132 | - | 1,847,474 | - |
Exercisable at the end of the year | 230,751 | - | 391,147 | - |
Company Share Option Plan: | ||||
Outstanding at the beginning of the year | 35,970 | £1.25 | 77,935 | £1.25 |
Lapsed during the year | (35,970) | £1.25 | - | £1.25 |
Exercised during the year | - | £1.25 | (41,965) | £1.25 |
Outstanding at the end of the year | - | - | 35,970 | £1.25 |
Exercisable at the end of the year | - | - | 35,970 | £1.25 |
Save As You Earn scheme: | ||||
Outstanding at the beginning of the year | 2,334,500 | £3.66 | 2,567,073 | £2.81 |
Lapsed during the year | (295,938) | £4.08 | (297,925) | £3.54 |
Exercised during the year | (457,773) | £2.98 | (758,856) | £2.15 |
Granted during the year | 712,217 | £4.62 | 824,208 | £4.90 |
Outstanding at the end of the year | 2,293,006 | £4.04 | 2,334,500 | £3.66 |
Exercisable at the end of the year | 12,604 | £3.70 | 6,228 | £2.34 |
The weighted average share price at the date of exercise of share options exercised during the year was £6.07 (2018: £6.21).
The options outstanding at 30 June 2019 had a range of exercise prices of £nil to £4.90 (2018: £nil to £4.90) and a weighted average remaining contractual life of 5.3 years (2018: 5.5 years).
The expected life used in the models has been adjusted, based on best estimates, to reflect exercise restrictions and behavioural considerations.
The charge to income in relation to equity settled share-based payments in the year is £7m (2018: charge £9m).
e. Retirement benefit schemes
The Redrow Staff Pension Scheme (the ‘Scheme’) comprises two sections: a funded, self-administered, defined benefit section and a funded defined contribution section. The defined benefit section was closed to all new entrants from July 2006, having been closed to all but a limited number of agreed new entrants from October 2001. Both sections of the Scheme were closed to future accrual with effect from 1 March 2012.
The total pension charge for the year was £16m (2018: credit of £13m). A charge of £7m related to the defined benefit section of the Scheme (2018: credit of £22m), with £nil being charged to the income statement (2018: charge of £nil) and a charge of £7m to the statement of comprehensive income (2018: credit of £22m). The charge arising from the defined contribution section was £9m (2018: £9m).
Triennial valuation
A full independent triennial actuarial valuation of the defined benefit section of the Scheme was undertaken at 1 July 2017 using the Projected Unit Method. As at 1 July 2017, in the opinion of the Actuary, there was a deficit of £15m in the defined benefit section of the Scheme, based on the Trustees’ technical provisions assumptions with the Scheme’s assets representing 90% of the Scheme’s technical provisions. As at 1 July 2017 the value of the defined benefit section of the Scheme’s assets was £126m. The previous triennial valuation was undertaken as at 1 July 2014 and reported a deficit of £20m.
Defined benefit scheme – IAS 19R valuation
Redrow recognises all actuarial gains and losses for its defined benefit plan in the period in which they occur, outside the income statement, in the statement of comprehensive income.
This disclosure relates to the defined benefit section of the Scheme. The Scheme’s assets are held separately from the assets of Redrow and are administered by the trustees and managed professionally.
The latest formal actuarial valuation of the defined benefit section was carried out at 1 July 2017. This valuation has been updated to 30 June 2018 by a qualified actuary for the purposes of these financial statements.
The Group agreed a recovery plan for the 1 July 2014 actuarial valuation: it agreed to contribute £1.1m per annum to the Scheme from 1 July 2014 to 30 June 2020 and £1.5m per annum from 1 July 2020 to 30 June 2026. During the 2017 financial year, the Group agreed to increase its contributions to £3.0m per annum from 1 January 2018. As a result, the Group expects to contribute £3.0m to the Scheme in the year ending 30 June 2020.
The major financial assumptions used in arriving at the IAS 19R valuation were:
2019 | 2018 | |
Long-term rate of increase in pensionable salaries | n/a | n/a |
Rate of increase of benefits in payment (lesser of 5% per annum and RPI)1 |
3.1% | 2.9% |
Rate of increase of benefits in payment (lesser of 2.5% per annum and RPI)2 | 2.1% | 2.0% |
Discount rate | 2.3% | 2.9% |
Inflation assumption – RPI | 3.3% | 3.1% |
– CPI | 2.3% | 2.1% |
1 In respect of pensions in excess of the guaranteed minimum pension earned prior to 30 June 2006.
2 In respect of pensions in excess of the guaranteed minimum pension earned after 30 June 2006. Other pension increases are valued in a consistent manner.
The mortality tables used in the actuarial valuation were as follows (which make allowance for projected further improvements in mortality):
For male and female members: SAPS CMI_2018 1.50% Long Term Trend (2018: SAPS CMI_2017 1.25% Long Term Trend)
The life expectancies implied by these tables for typical members are:
Pensioner currently aged 65: | Male 21.9 years | Female 23.9 years |
(2018: Male 22.0 years) | (2018: Female 23.9 years) | |
Future pensioner when aged 65: | Male 23.2 years | Female 25.2 years |
(2018: Male 23.0 years) | (2018: Female 25.0 years) |
It has been assumed that the majority of members will commute part of their pension in return for a tax free cash sum on retirement.
The total assets, the split between the major asset classes in the Scheme, the present value of the Schemes’ liabilities and the amounts recognised in the balance sheet are shown below:
Group and Company | ||||||
2019 £m Quoted market price in active market |
2019 £m No quoted market price in active market |
2019 £m Total |
2018 £m Quoted market price in active market |
2018 £m No quoted market price in active market |
2018 £m Total |
|
Equities | 53 | - | 53 | 49 | - | 49 |
Debt instruments | 67 | - | 67 | 50 | - | 50 |
Other | 15 | - | 15 | 16 | - | 16 |
Cash | 11 | - | 11 | 16 | - | 16 |
Insurance policies | - | 2 | 2 | - | 2 | 2 |
Total market value of assets | 146 | 2 | 148 | 131 | 2 | 133 |
Present value of obligations | (130) | (111) | ||||
Surplus in the Scheme | 18 | 22 |
The defined benefit obligation can be approximately attributed to the scheme members as follows:
2019 % |
2018 % |
|
Deferred members | 71 | 68 |
Pensioner members | 29 | 32 |
100 | 100 |
All benefits are vested at 30 June 2019 (unchanged from 30 June 2018).
The total amounts credited/(charged) against income in the year were as follows:
Group and Company | ||
2019 £m |
2018 £m |
|
Amounts included within the income statement: | ||
Administrative expenses | ||
Past service costs | (1.0) | - |
Net interest on defined benefit liability | 1.0 | - |
- | - | |
Amounts recognised in the statement of comprehensive income: | ||
Return on scheme assets excluding interest income | 13 | 5 |
Actuarial gains arising from changes in demographic assumptions | - | 1 |
Actuarial movements arising from changes in financial assumptions | (20) | 11 |
Actuarial gains arising from experience adjustments |
- | 5 |
(7) | 22 | |
(7) | 22 |
The amount included in the balance sheet arising from the (deficit)/surplus in respect of the Group’s defined benefit section is as follows:
Group and Company | ||
2019 £m |
2018 £m |
|
Balance sheet surplus | ||
At start of year | 22 | (2) |
Amounts (charged)/credited against statement of comprehensive income | (7) | 22 |
Employer contributions paid | 3 | 2 |
At end of year | 18 | 22 |
Changes in the present value of the defined benefit obligation: | ||
At start of year | 111 | 130 |
Past service cost | 1 | - |
Interest expense | 3 | 3 |
Benefit payments | (5) | (5) |
Actuarial (gains) arising from changes in demographic assumptions |
- | (1) |
Actuarial movements arising from changes in financial assumptions | 20 | (11) |
Actuarial gains arising from experience adjustments | - | (5) |
At end of year | 130 | 111 |
Changes in the fair value of the Scheme’s assets: | ||
At start of year | 133 | 128 |
Interest income | 4 | 3 |
Return on scheme assets excluding interest income | 13 | 5 |
Normal employer contributions | 3 | 2 |
Benefit payments | (5) | (5) |
At end of year | 148 | 133 |
Sensitivity of key assumptions
The table below gives a broad indication of the impact on the IAS 19R numbers to changes in assumptions and experience (away from the assumptions shown on page 110). All figures are before allowing for deferred tax.
Item |
Approximate impact 2019 |
Approximate impact 2018 |
Present value of defined benefit obligation (£m) | ||
Discount rate -25 basis points | 136.9 | 116.5 |
Discount rate +25 basis points | 123.0 | 105.2 |
Price inflation rate -25 basis points | 123.2 | 105.4 |
Price inflation rate +25 basis points | 136.7 | 116.4 |
Post-retirement mortality assumption -1 year age adjustment | 133.9 | 114.0 |
Weighted average duration of defined benefit obligation (in years) | ||
Discount rate -25 basis points | 21.30 | 20.43 |
Discount rate +25 basis points | 21.52 | 20.38 |
The Group | |||
Goodwill £m |
Software £m |
Total £m |
|
Cost | |||
As at 1 July 2017 | 1 | 2 | 3 |
Additions | - | 1 | 1 |
At 30 June 2018 | 1 | 3 | 4 |
Additions | - | - | - |
At 30 June 2019 | 1 | 3 | 4 |
Accumulated amortisation | |||
At 1 July 2017 | - | 1 | 1 |
Charge | - | 1 | 1 |
At 30 June 2018 | - | 2 | 2 |
Charge | - | - | - |
At 30 June 2019 | - | 2 | 2 |
Net book value | |||
At 30 June 2019 | 1 | 1 | 2 |
At 30 June 2018 | 1 | 1 | 2 |
At 30 June 2017 | 1 | 1 | 2 |
The Group | ||||
Freehold property £m |
Plant and machinery £m |
Fixtures and fittings £m |
Total £m |
|
Cost | ||||
As at 1 July 2017 | 17 | 3 | 8 | 28 |
Additions | - | - | 1 | 1 |
At 30 June 2018 | 17 | 3 | 9 | 29 |
Additions | 2 | - | 2 | 4 |
At 30 June 2019 | 19 | 3 | 11 | 33 |
Accumulated depreciation | ||||
At 1 July 2017 | 4 | 3 | 5 | 12 |
Charge | - | - | 2 | 2 |
At 30 June 2018 | 4 | 3 | 7 | 14 |
Charge | 1 | - | 2 | 3 |
At 30 June 2019 | 5 | 3 | 9 | 17 |
Net book value | ||||
At 30 June 2019 | 14 | - | 2 | 16 |
At 30 June 2018 | 13 | - | 2 | 15 |
At 30 June 2017 | 13 | - | 3 | 16 |
Group | Company | |||
2019 £m |
2018 £m |
2019 £m |
2018 £m |
|
Joint ventures | 6 | 6 | - | - |
6 | 6 | - | - |
b. Investments in joint ventures
Group | Company | |||
2019 £m |
2018 £m |
2019 £m |
2018 £m |
|
Share of joint venture net assets: | ||||
Current assets | 6 | 7 | - | - |
Current liabilities | (2) | (3) | - | - |
Non-current liabilities | (2) | (2) | - | - |
Net assets | 2 | 2 | - | - |
Loans from Group companies(i) | 4 | 4 | - | - |
6 | 6 | - | - | |
Share of post-tax profits from joint ventures: | ||||
Revenue | 1 | 38 | - | - |
Cost of sales | (1) | (31) | - | - |
Gross profit | - | 7 | - | - |
Administrative expenses | - | - | - | - |
Operating profit | - | 7 | - | - |
Finance costs | - | (1) | - | - |
Profit before tax | - | 6 | - | - |
Taxation | - | (1) | - | - |
- | 5 | - | - |
(i) £4m of the loans to joint ventures are secured (2018: £4m).
The Group’s joint venture investments are:
- its 50% shareholding in the ordinary share capital of Menta Redrow Limited and Menta Redrow (II) Limited, both companies incorporated in Great Britain with a 30 June year end. Menta Redrow Limited and Menta Redrow (II) Limited were formed to pursue redevelopment opportunities in Croydon.
c. Investments in subsidiary undertakings
Company £m |
|
At 1 July 2018 and 30 June 2019 | - |
The principal subsidiary company is Redrow Homes Limited. All subsidiary companies are incorporated in Great Britain except Redrow Homes (Park Heights) Limited which is incorporated in Jersey. A full list of subsidiary undertakings as at 30 June 2019 is shown on page 116. The capital of all the subsidiary companies, consisting of ordinary shares, is wholly owned by HB (HDG) Limited which in turn is wholly and directly owned by Redrow plc.
The principal activity of Redrow Homes Limited, Redrow Real Estate Limited, Redrow Regeneration plc, The Waterford Park Company Limited and The Waterford Park Company (Balmoral) Limited is residential development. The principal activity of Harrow Estates plc is land acquisition, development and resale. HB (HDG) Limited is an intermediate holding company. St David's Park Limited principal activity is business park maintenance services. Those subsidiaries marked with * are non-trading.
All the subsidiaries registered office is Redrow House, St David’s Park, Flintshire, CH5 3RX apart from those marked (i) and (ii) whose registered offices are as follows:
(i) c/o TLT LLP, 140 West George Street, Glasgow, G2 2HG
(ii) 13 Castle Street, St. Helier, Jersey, JE4 5UT
Subsidiaries | |||
Name |
Company Number |
Name |
Company Number |
HB (HDG) Limited | 1990709 | St David’s Park Limited | 2479183 |
Redrow Homes Limited | 1990710 | PB0311 Limited* | 7577839 |
Harrow Estates plc | 6825371 | Debut Freeholds Limited* | 4638403 |
Redrow Real Estate Limited | 3996541 | Tay Homes (Western) Limited* | 2806562 |
Redrow Regeneration plc | 5405272 | Tay Homes (Northern) Limited* | 2708575 |
Redmira Limited* | 7587765 | Tay Homes (Midlands) Limited* | 2183136 |
HB (NW) Limited* | 1189328 | Tay Homes (North West) Limited* | 2189721 |
HB (LCS) Limited (i)* | SC38052 | Redrow Homes (Park Heights) Limited (ii)* | 66240 |
HB (MID) Limited* | 2469449 | Redrow Construction Limited* | 1375826 |
HB (SW) Limited* | 3522335 | Poche Interior Design Limited* | 2169473 |
HB (SWA) Limited* | 2230870 | Redrow (Shareplan) Limited* | 3520984 |
HB (Y) Limited* | 2293006 | Cadmoore Limited* | 3977222 |
HB (ESTN) Limited* | 4017345 | Redrow (Sudbury) Limited* | 4558070 |
HB (WM) Limited* | 3379746 | The Waterford Park Company Limited | 5429823 |
HB (SM) Limited* | 3522321 | The Waterford Park Company (Balmoral) Limited | 6047122 |
HB (SN) Limited* | 537405 | HB (Herne Bay No 1) Limited* | 7743649 |
HB (WC) Limited* | 4984069 | HB (Herne Bay No 2) Limited* | 9163243 |
HB (WX) Limited* | 1940936 | Redrow Homes East Midlands Limited* | 4219459 |
HB (EM) Limited* | 2827161 | Radleigh Construction Limited* | 4219460 |
HB (CD) Limited* | 2034733 | Radleigh Homes Limited* | 4210633 |
HB (GRPS) Limited* | 2898913 | Radbourne Edge (Holdings) Limited* | 8737345 |
HB (CPTS) Limited* | 1079513 | Redrow Langley Limited* | 7306461 |
HB (SE) Limited* | 3988594 | Radleigh (Hackwood) Limited* | 8131049 |
HB (CSCT) Limited (i)* | SC231364 | ||
HB (SC) Limited (i)* |
SC74732 | ||
HB (1995) Limited (i)* |
SC155021 | ||
Redrow Homes (Wallyford) Limited (i)* |
SC205159 |
11. Deferred Tax Assets and Liabilities
The following are the deferred tax assets and liabilities recognised by the Group and the movements thereon during the current and prior year:
Imputed interest £m |
Short-term temporary differences £m |
Total £m |
|
Deferred tax assets | |||
At 1 July 2017 | 3 | 2 | 5 |
Charge to income | - | (1) | (1) |
Charge to equity | - | - | - |
At 30 June 2018 | 3 | 1 | 4 |
Charge to income | - | - | - |
Charge to equity | - | - | - |
At 30 June 2019 | 3 | 1 | 4 |
Employee benefits £m |
Short-term temporary differences £m |
Total £m |
|
Deferred tax liabilities | |||
At 1 July 2017 | - | (3) | (3) |
Credit to income | - | 2 | 2 |
Charge to equity | (4) | - | (4) |
At 30 June 2018 | (4) | (1) | (5) |
Credit to income | - | - | - |
Credit to equity | 1 | - | 1 |
At 30 June 2019 | (3) | (1) | (4) |
The Group has no material unrecognised deferred tax assets.
A Corporation Tax rate of 20% from 1 April 2016 was substantively enacted on 2 July 2013. Changes to reduce the Corporation Tax rate to 19% from 1 April 2017 and to 18% from 1 April 2020 were substantively enacted on 26 October 2015. A further change to reduce the rate to 17% from 1 April 2020 was substantively enacted on 6 September 2016. Deferred tax balances have been valued at 17%.
Group | Company | |||
|
2019 £m |
2018 £m |
2019 £m |
2018 £m |
Non-current assets | ||||
Trade receivables (net) | 9 | 8 | - | - |
|
9 | 8 | - | - |
Current assets |
|
|
|
|
Trade receivables (net) | 28 | 8 | - | - |
Amounts due from subsidiary companies |
- | - | 890 | 675 |
Other receivables |
19 | 29 | - | - |
Prepayments and accrued income | 1 | 5 | - | - |
48 | 42 | 890 | 675 |
Trade receivables due after more than one year are stated after an allowance of £5m has been made (2018: £7m) in respect of expected credit losses. This allowance is based on an estimate of default rates. £1m provision was made during the year (2018: £nil). £nil was utilised (2018: £1m). £nil provision was released during the year (2018: £nil) but £3m provision was transferred to be held against current trade assets (2018: £nil). Current trade assets are therefore stated after an allowance of £3m (2018: £nil) in respect of expected credit losses.
Trade and other receivables due between one and two years are £3m (2018: £2m), between two and five years are £6m (2018: £6m) and due in more than five years are £nil (2018: £nil). The Group holds a charge over the underlying assets. At the balance sheet date, there is no material difference between the fair value of trade and other receivables and their carrying values as shown in the balance sheet.
Amounts due from subsidiary companies are unsecured, repayable on demand and carry interest at market rate on trading balances.
Group | Company | |||
|
2019 £m |
2018 £m |
2019 £m |
2018 £m |
Land for development | 1,547 | 1,443 | - | - |
Work in progress | 790 | 781 | - | - |
Stock of show homes |
67 | 67 | - | - |
2,404 | 2,291 | - | - | |
Cash on account | (107) | (73) | - | - |
2,297 | 2,218 | - | - |
Inventories of £1,526m were expensed in the year (2018: £1,375m). Work in progress includes £3m (2018: £2m) in respect of part exchange properties. Land held for development in the sum of £312m is subject to a legal charge as security in respect of deferred consideration (2018: £229m).
Cash on account comprises £32m (2018: £4m) attributable to land and £75m (2018: £69m) attributable to work in progress.
The carrying value of undeveloped land where net realisable value has been determined on the basis of a sale of land in its current state is £nil (2018: £nil).
As discussed in note 1, the Group considers the carrying value of inventories to be a critical accounting judgement.
14. Financial Risk Management
The Group’s financial instruments comprise cash and cash equivalents, bank loans and overdrafts, derivative financial instruments and various items included within trade receivables and trade payables which arise during the normal course of business.
The tables below provide a summary of financial assets and liabilities by category.
The accounting policies for financial instruments have been applied to the following items:
The Group | ||
2019 Loans and receivables £m |
2018 Loans and receivables £m |
|
Assets per the balance sheet | ||
Non-current trade and other receivables | 9 | 8 |
Current trade and other receivables | 47 | 37 |
Cash and cash equivalents | 204 | 68 |
260 | 113 | |
2019 Other financial liabilities £m |
2018 Other financial liabilities £m |
|
Liabilities per the balance sheet | ||
Bank loans and overdrafts | 80 | 5 |
Trade payables and other payables including customer deposits | 381 | 395 |
Land creditors | 438 | 387 |
899 | 787 |
Other financial liabilities are at amortised cost.
The Company | ||
2019 Loans and receivables £m |
2018 Loans and receivables £m |
|
Assets per the balance sheet | ||
Cash and cash equivalents | 212 | 89 |
Amounts due from subsidiary companies | 890 | 675 |
1,102 | 764 | |
2019 Other financial liabilities £m |
2018 Other financial liabilities £m |
|
Liabilities per the balance sheet | ||
Bank loans and overdrafts | 80 | 5 |
Amounts owed to subsidiary companies | 14 | 14 |
94 | 19 |
The Group’s activities expose it to a variety of financial risks.
Financial risk management is conducted centrally using policies approved by the Board. Market risk is negligible due to the Group’s limited exposure to equity securities (some limited exposure arises through the Redrow Staff Pension Scheme’s investment portfolio) and the associated price risk. Its foreign exchange exposure is negligible given the nature of the Group’s business and its exclusive UK activities.
a. Liquidity risk and interest rate risk
Liquidity risk is the risk that the Group does not have sufficient financial resources to meet its obligations as they fall due. Liquidity risks are managed through the regular review of cash forecasts and by maintaining adequate committed banking facilities to ensure appropriate headroom.
At 30 June 2019, the Group had total unsecured bank borrowing facilities of £253m, representing £250m committed facilities and £3m uncommitted facilities.
The Group’s cash surpluses arise from short-term timing differences. As a consequence the Group does not consider it bears significant risk of changes to income and cash flows as a result of movements on interest rates on its interest bearing assets.
The Group is exposed to interest rate risk as it borrows money at floating rates. The Group’s interest rate risk arises primarily from long-term borrowings. In order to manage its interest rate risk, the Group from time to time enters into simple risk management products, almost exclusively interest rate swaps. All interest rate swaps are sterling denominated. The swaps are arranged so as to match with those of the underlying borrowings to which they relate. There were no interest rate swaps in place in 2019 or 2018.
The following table shows the profile of interest bearing debt together with its effective interest rates.
2019 | 2018 | |||||||||
Effective interest rate % |
Total £m |
Zero to one year £m |
One to two years £m |
Two to five years £m |
Effective interest rate % |
Total £m |
Zero to one year £m |
One to two years £m |
Two to five years £m |
|
Bank loans – floating rate |
2.3 | 80 | - | - | 80 | 2.6 | 5 | - | - | 5 |
80 | - | - | 80 | 5 | - | - | 5 |
For the year ended 30 June 2019, it is estimated that for any incremental general increase of 1% in interest rates applying for the full year the decrease in the Group’s profit before tax would be less than £1m (2018: £1m).
The Group | ||||
2019 | 2018 | |||
Bank overdraft £m |
Bank loans £m |
Bank overdraft £m |
Bank loans £m |
|
Due between two and five years | - | 85 | - | 5 |
- | 85 | - | 5 |
Maturities above include estimated interest payable to the maturity of the facilities.
The Company | ||||
2019 | 2018 | |||
Bank overdraft £m |
Bank loans £m |
Bank overdraft £m |
Bank loans £m |
|
Due between two and five years | - | 85 | - | 5 |
- | 85 | - | 5 |
Maturities above include estimated interest payable to the maturity of the facilities.
The Company was fully compliant with its banking covenants as at 30 June 2019.
At the year end, the Group and Company had £170m (2018: £245m) of undrawn committed bank facilities available.
There is no material difference between the fair value of the bank overdrafts and bank loans and their carrying values as shown in the balance sheet.
c. Amounts due in respect of development land
The Group’s policy permits land purchases to be made on deferred payment terms. In accordance with IFRS 9, the deferred creditor is recorded at fair value and nominal value is amortised over the deferment period via financing costs, increasing the land creditor to its full cash settlement value on the payment date.
The interest rate used for each deferred payment is an equivalent loan rate available on the date of land purchase, as applicable to a loan lasting for a comparable period of time to that deferment.
The maturity profile of the total contracted cash payments in respect of amounts due in respect of land creditors at the balance sheet date is as follows:
Balance at 30 June £m |
Total contracted cash payment £m |
Due less than one year £m |
Due between one and two years £m |
Due between two and five years £m |
|
2019 | 438 | 446 | 271 | 137 | 38 |
2018 | 387 | 394 | 209 | 144 | 41 |
d. Maturity of trade and other payables
These represent current liabilities due within one year.
e. Credit risk
Credit risk arises from cash and cash equivalents, including call deposits with banks and financial institutions, derivative financial instruments and trade receivables. It represents the risk of financial loss where counterparties are unable to meet their obligations.
Credit risk is managed centrally in respect of cash and cash equivalents and derivative financial instruments. In respect of placing deposits with banks and financial institutions and funds, individual risk limits are approved by the Board. The table below shows the cash and cash equivalents as at the balance sheet date:
Group | Company | |||
2019 £m |
2018 £m |
2019 £m |
2018 £m |
|
Held at Banks with at least an A credit rating per Standard & Poor | 204 | 68 | 212 | 89 |
204 | 68 | 212 | 89 |
No credit limits were exceeded during the reporting year or subsequently and the Group does not anticipate any losses from non-performance by these counterparties.
There is no specific concentration of credit risk in respect of home sales as the exposure is spread over a number of customers. In respect of trade receivables, the amounts presented in the balance sheet are stated after adjusting for any doubtful receivables, based on the judgement of the Group’s management through using both previous experience and knowledge of the current position of any more substantial receivables.
f. Capital management
The Group defines total capital as equity plus net debt where net debt is calculated as total borrowings less cash and cash equivalents.
The Group monitors capital on the basis of the level of returns achieved on its capital base and, with respect to its financing structure, the gearing ratio. This is defined as net debt divided by equity.
The Group’s objective in managing capital is to safeguard its ability to continue as a going concern in order to deliver value to its Shareholders and other stakeholders. The Group operates within policies outlined by the Board in order to maintain an appropriate funding structure. The Board keeps the Group’s capital structure under review.
The total capital levels and gearing ratios as at 30 June 2019 and 30 June 2018 are as follows:
2019 £m |
2018 £m |
|
Total borrowings | 80 | 5 |
Less cash and cash equivalents | (204) | (68) |
Net (cash) | (124) | (63) |
Equity | 1,585 | 1,483 |
Total capital | 1,461 | 1,420 |
Operating profit adjusted for joint ventures | 411 | 388 |
ROCE (Operating profit as above as a percentage of opening and closing total capital) | 28.5% | 28.5% |
Gearing ratio | N/A | N/A |
g. Fair values
At 30 June 2019 there is no material difference between the fair value of financial instruments and their carrying values in the balance sheet.
Group | Company | |||
2019 £m |
2018 £m |
2019 £m |
2018 £m |
|
Non-current liabilities | ||||
Amounts due in respect of development land | 167 | 178 | - | - |
167 | 178 | - | - | |
Current liabilities | ||||
Trade payables | 347 | 336 | - | - |
Amounts due in respect of development land | 271 | 209 | - | - |
Customer deposits | 27 | 52 | - | - |
Amounts owed to subsidiary companies | - | - | 14 | 14 |
Other payables | 7 | 7 | - | - |
Other taxation and social security | 6 | 3 | - | - |
Accruals and deferred income | 68 | 64 | 16 | 16 |
726 | 671 | 30 | 30 |
Amounts due to subsidiary companies are unsecured, repayable on demand and bear interest at market rate on trading balances.
The Group | |||
Onerous contracts £m |
Other £m |
Total £m |
|
At 1 July 2018 | 1 | 8 | 9 |
Provisions created during the year | - | - | - |
Provisions released during the year | - | (1) | (1) |
Provisions utilised during the year | - | - | - |
At 30 June 2019 | 1 | 7 | 8 |
Provisions relate to onerous contracts (in place at June 2009 and viewed as onerous) and maintenance and sundry remedial costs in respect of development activities, which it is assessed will be utilised within four years.
Number of ordinary shares |
||
As at 1 July 2018 (ordinary shares of 10p each) | 369,799,938 | |
As at 30 June 2019 (ordinary shares of 10.5p each) | 352,190,420 |
On 8 April 2019, 369,799,941 B shares of 0.1 pence each were allotted and issued to shareholders on the basis of 1 B share for every existing ordinary share of 10 pence each held at the record date. Following the purchase by Barclays of all of the B shares, and payment by the Company of a single dividend to Barclays as holder of all of the B shares, the B shares were reclassified as deferred shares of 0.1 pence and were immediately repurchased and cancelled by the Company.
Alongside the B Share Scheme, on 8 April 2019 the issued share capital of the Company was consolidated. Each shareholder at the record date received 20 new ordinary shares of 10.5 pence each for every existing 21 ordinary shares of 10 pence each held.
On 29 March 2019, in order to ensure that a whole number of new ordinary shares was created following the implementation of the share consolidation, 3 existing ordinary shares were issued by the Company to the Employee Benefit Trust. Following the consolidation, the total number of shares in issue is 352,190,420 ordinary shares of 10.5 pence each.
Options granted to Directors and employees under the LTIP, the CSOP and the SAYE schemes are set out in note 7d.
The Group | ||||
Share capital £m |
Share premium account £m |
Other reserves £m |
Retained earnings £m |
|
At 1 July 2017 | 37 | 59 | 8 | 1,131 |
Total comprehensive income | - | - | - | 326 |
Dividends paid | - | - | - | (74) |
Movement in respect of LTIP/SAYE | - | - | - | (4) |
At 30 June 2018 | 37 | 59 | 8 | 1,379 |
Total comprehensive income | - | - | - | 323 |
Dividends paid | - | - | - | (218) |
Movement in respect of LTIP/SAYE | - | - | - | (3) |
At 30 June 2019 | 37 | 59 | 8 | 1,481 |
Other reserves
Other reserves consists of a £7m Capital redemption reserve (2018: £7m) and a £1m Consolidation reserve (2018: £1m).
Undistributable reserves
Other reserves are not available for distribution.
The Company | ||||
Share capital £m |
Share premium account £m |
Other reserves £m |
Retained earnings £m |
|
At 1 July 2017 | 37 | 59 | 7 | 701 |
Total comprehensive income | - | - | - | 19 |
Dividends paid | - | - | - | (74) |
At 30 June 2018 | 37 | 59 | 7 | 646 |
Total comprehensive income* | - | - | - | 480 |
Dividends paid | - | - | - | (218) |
At 30 June 2019 | 37 | 59 | 7 | 908 |
* Includes dividends received from subsidiary companies.
Other reserves
Other reserves consists of a £7m Capital redemption reserve (2018: £7m).
Undistributable reserves
Other reserves are not available for distribution.
The Group | |||
At 1 July 2018 £m |
Cash flow £m |
At 30 June 2019 £m |
|
Cash and cash equivalents | 68 | 136 | 204 |
Bank loans | (5) | (75) | (80) |
Net cash | 63 | 61 | 124 |
The Company | |||
At 1 July 2018 £m |
Cash flow £m |
At 30 June 2019 £m |
|
Cash and cash equivalents | 89 | 123 | 212 |
Bank loans | (5) | (75) | (80) |
Net cash | 84 | 48 | 132 |
2019 £m |
2018 £m |
|
Within one year | 3 | 3 |
Within two to five years | 5 | 4 |
Later than five years | 1 | 1 |
21. Contingent Liabilities
The Company has guaranteed the bank borrowings of its subsidiaries. Performance bonds, financial guarantees in respect of certain deferred land creditors and other building or performance guarantees have been entered into in the normal course of business. Management estimate that the bonds and guarantees amount to £136m (2018: £117m) at the year end and consider the possibility of a cash outflow in settlement to be remote.
22. Related Party Transactions
Within the definition of IAS 24 ‘Related party disclosures’, the Board and key management personnel are related parties. Detailed disclosure of the remuneration of the Board is given in the Directors’ Remuneration Report on pages 60 to 79. A summary of remuneration provided to key management personnel is provided in note 7c.
In addition, related party transactions were carried out with parties related to Steve Morgan during the year totalling £0.3m (Company £0.3m), primarily relating to the donation to The Steve Morgan Foundation as described in the Directors’ Remuneration Report on pages 60 to 79 and services provided by Harrow Estates plc on an arm’s length basis under promotional agreements forming part of the acquisition of the Harrow business.
As at 30 June 2019, an amount of £nil was due to Harrow Estates plc under normal trading terms.
There have been no other material transactions with key management personnel. There is no other difference between transactions with key management personnel of the Company and the Group.
The Company funds the operating companies through both equity investment and loans at commercial rates of interest. In addition, the Company provides its subsidiaries with the services of Senior Management, for which a recharge is made to those subsidiary companies based upon utilisation of services.
The amount outstanding from subsidiary undertakings at 30 June 2019 was £890m (2018: £675m). The amount owed to subsidiary undertakings at 30 June 2019 was £14m (2018: £14m).
The Company provided the Group’s defined benefit pension scheme, as detailed in note 7e. Expected service costs were charged to the operating businesses at cost. There is no contractual arrangement or stated policy relating to the charge. Experience and actuarial gains are recognised in the Company, via the statement of comprehensive income.
During the year, the Group received £nil loan repayments from its joint ventures, Menta Redrow Limited and Menta Redrow (II) Limited. It also received a £1.7m dividend from Menta Redrow Limited. The Group’s loans to its joint ventures are disclosed in note 10.