One Heritage Group plc (OHG)
One Heritage Group plc: Interim report for the six months ended 31 December 2021

29-March-2022 / 07:00 GMT/BST
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ONE HERITAGE GROUP PLC
Interim report for the six months ended 31 December 2021
29 March 2022

One Heritage Group PLC (LSE: OHG), the UK-based residential developer focused on the North of England, is pleased to announce its interim results for the six months ended 31 December 2021.

Operating highlights

• The Group formed two new wholly owned subsidiaries, One Heritage Property Services Limited and One Heritage Construction Limited, which will be used as the vehicles for the internalised property services and construction functions. This enables the Group to offer vertically integrated property development, construction and management services.

Financial highlights

• The Group paid an initial 10% deposit of £67,500 for Seaton House, Stockport on 11 January 2022. The remainder is to be paid in the current calendar year. This site is expected to have a GDV of £5.6 million and complete in Q3 2023;
• Signing of a construction finance facility with Shawbrook Bank Limited to cover the remaining construction costs of our Lincoln House, Bolton development. This development is expected to finish before the end of the financial year; and,
• Continued capital expenditure totalling £4.2 million in the period predominantly on the three developments in the construction phase; Lincoln House, Oscar House and Bank Street.

Subsequent Events

• On 18 March 2022 the Group had a £1.5 million unsecured corporate bond admitted to the Standard Segment of the Official List on the Main Market of the London Stock Exchange. The corporate bond matures in two years and has a 8.0% coupon, paid biannually. The net proceeds of the corporate bond were £1,391,250.

CHIEF EXECUTIVE’S REVIEW

It is encouraging to see further progress made with our strategy during the period under review, as we edge closer to completing our first major development projects over the forthcoming months. It has been a demanding period for the Group which has tested our ability to adapt to market challenges and has seen us implement a number of changes that make us more resilient and better enable us to execute our strategy.

The Group’s results again reflect our infancy as a business with our first development not expected to finish until the second quarter of the year. Significant progress has been made with our developments but the challenges experienced in the second half of 2021, due to market forces such as labour shortages and supply chain issues, have caused delays. These delays have been further exacerbated at our Bank Street, Sheffield development where, due to the unacceptable performance of the principal contractor, we took the decision to terminate the build contract with them.

In light of ongoing pressures within the construction industry and the requirement to step-in on our Bank Street development, the Group took the decision to incorporate One Heritage Construction, which will act as principal contractor on some of our projects. This change in approach strengthens our operating model by providing greater control, which initially will see both our Bank Street, Sheffield and St Petersgate, Stockport developments completed by our internal team. We made some key hires during the period under review to enable us to provide these services in-house, recruiting an experienced Construction Director, a Contracts Manager and a Commercial Manager.

The following strategic objectives have been in place during the period under review and the progress of each is set out below.

SUCCESSFULLY DELIVER OUR DEVELOPMENT PROJECTS

I am pleased to see continued progress with our developments despite construction delays and other market challenges. To date, we have three of our own projects and an additional project under a Development Management agreement on site and under construction. Our developments under construction all have external debt finance secured and I am confident that they will finish within the revised timeframes.

I am expecting that our largest development Lincoln House, an 88 apartment conversion of a former office building in Bolton, will be finished in the second quarter of this calendar year, and I was delighted to see the first apartment, which serves as a show apartment, completed in January.

As mentioned above, we have had to step in ourselves to finish the build at our Bank Street Sheffield development. This has inevitably resulted in cost increases and delays, but the decision to complete this in-house has given us the level of control required to effectively deliver a high quality product. The development is expected to be completed at the end of the second quarter this year, at approximately the same time as our Oscar House Manchester development.

I am pleased to report that, as at February 2022, we now have planning consent on our St Petersgate Stockport development, albeit rather later than we had hoped. This means that we can start on site in April and finish in Q1 2023, or December 2022 at the earliest.  In respect of our planning application on Churchgate Leicester, a further extension of time was required by the planning authority but a decision is expected imminently. These planning delays are the result of backlogs in the system due to the pandemic.

As previously reported, we are still experiencing industry-wide challenges which include mounting cost pressures in respect of building materials and sub-contractor labour shortages. Whilst we have had some protection in fixed price build contracts,  we have not been immune to unsatisfactory principal contractor performance as they have been directly affected by staffing shortages and increasing costs. I am hopeful that the market will start to settle down following the easing of pandemic restrictions and we will continue to monitor it carefully over the coming months. Further adjustments to our operating model have been made to reduce the risk of contractor insolvency and unforeseen programme delays by incorporating One Heritage Construction which will act as our own in-house principal contractor, initially for smaller schemes, as we look to grow this segment of the business.

Below is a summary of current development projects:

*47 Units have been reserved by an institutional fund.

SECURE SALES FOR OUR PROPERTIES UNDER CONSTRUCTION

There continues to be strong demand for our properties and increased sales have been achieved by further growth of our overseas sales and marketing network, capitalising on continued strong overseas demand for UK residential property. We are confident that our sales strategy will continue to meet our target of securing high levels of pre-sales on the vast majority of our projects.

It has also been pleasing to see institutional interest with 47 units reserved and under offer on our Lincoln House Bolton project.

CONTINUE TO BUILD OUR EXISTING LETTING AND PROPERTY MANAGEMENT BUSINESSES THROUGH OUR FOCUS ON CO-LIVING AND NEWLY COMPLETED DEVELOPMENTS

It was unfortunate that we had to announce that the incumbent provider of our property management and lettings services, One Heritage Complete, in which the Group owns a 47% stake, had encountered difficulties in two of its five subsidiaries, namely One Heritage Maintenance and One Heritage Design, which are being liquidated. We have subsequently made wholesale changes to how these services are being provided by bringing them in-house, in the form of our wholly owned subsidiary One Heritage Property Services. The remaining companies within One Heritage Complete (One Heritage Letting, One Heritage Letting London and One Heritage Cleaning) will undergo a rebrand to remove the One Heritage name, to avoid any future reputational impact from companies in which the Group only holds a minority interest.  At an accounting level, we have already written off our investment in this entity in the last financial year.

One Heritage Property Services is now responsible for lettings, property management, co-living and other services provided by the Group. As our developments complete, I am expecting to grow this part of our business and, in this respect, we have recently hired an experienced Property Operations Director.

We believe that well run in-house property services will be an attractive proposition to the buyers of apartments in our properties, by providing the option of a hands-off investment and the reassurance that the Group will retain a vested interest once the properties are sold. We remain committed to continuous improvement in providing first class Group owned services to both our owners and their occupiers.

RECRUIT EXCEPTIONAL TALENT AS WE IDENTIFY NEW OPPORTUNITIES IN THE MARKET AND TAKE ON NEW PROJECTS

The change in the way that we deliver property construction and management services, which includes the incorporation of One Heritage Construction and One Heritage Property Services during the reporting period, has resulted in us making some outstanding appointments. Edward Wootton, a Construction Director with over 30 years’ industry experience, has joined the senior leadership team as has Alie Horton, a Property Operations Director with over 18 years’ industry experience. Further hires have been made to strengthen this part of our business.

In December we announced that Mr Jeffrey Pym had tendered his resignation from the Board and would be stepping down at the end of March 2022. Mr Pym joined the company in April 2020 as interim CFO and was instrumental in helping the company achieve our IPO in December 2020. Following our IPO, he joined the Board as an independent Non-Executive Director and Chair of the Audit and Risk Committee to provide continuity during the initial post-IPO period. Mr Pym’s contribution has been exemplary and, on behalf of the Group, I would  like to wish him the very best in his future endeavours.

A thorough selection process for a replacement independent Non-Executive Director has been undertaken and overseen by the Nomination Committee. Following the appointment of a specialist Non-Executive Director/Interim Director recruitment company, a number of candidates were interviewed and we were pleased to announce recently that Mr Jeremy Earnshaw has been appointed to the Board as independent Non-Executive Director as of 01 April 2022. He will also be appointed as Chair of Audit and Risk Committee. Mr Earnshaw has over 30 year’s senior treasury and governance expertise, in both public and private sector organisation. He has worked across multiple sectors including Housing, Healthcare, Pharmaceuticals, Printing, Retail Marketing, and Online E-Commerce. We are pleased to have added an Independent Non-Executive Director to the Board with such broad experience and complimentary skills.

GROW THE PIPELINE OF NEW DEVELOPMENT OPPORTUNITIES

It has been important for us to focus on delivering our existing projects during what has turned out to be a very demanding period for both the Group (and the industry as a whole). Whilst we did not complete on the purchase of a new project during the period, we did exchange contracts to acquire an office building in January, namely Seaton House Stockport, a short walk away from our St Petersgate development. We will soon be submitting a planning application for up to 30 apartments and expect to start on site in early 2023.

We continue to see a number of interesting opportunities and our focus on new development opportunities will sharpen during the year as our existing developments near completion.

ESG

In November 2021, we released our ESG policy which outlines the Group’s commitment to conducting our business activities both ethically and responsibly, and which seeks to embed ESG initiatives in our day-to-day operations and across our developments.

Since then, we have taken further steps to improve our ESG strategy, by establishing two standing committees, namely Social and Charities, and ESG, which involve a broad range of our staff to both influence and scrutinise the decisions we make as a business. This is a big step towards embedding ESG into our culture, with our people contributing towards positive changes and initiating the right conversations. As an example of our commitment to ESG, in December 2021, one of our development surveyors represented us at a local round table event on the importance of ESG in residential development, and in March 2022 spoke at a ticketed event on sustainability. I am delighted to see our people championing ESG and joining in on the conversation.

I am encouraged with the progress the business is making with mental health awareness, with internal initiatives and two charities identified for support in 2022 – Mates in Mind, which focuses on improving mental health across the construction industry and related sectors, and TLC (Talk, Listen, Change) which supports safe, healthy and happy relationships, primarily across Greater Manchester and the wider North West area. Further support will be given to homelessness charities in 2022 on the back of the £1,500 already raised and donated this year and numerous donations of food and clothing we made to the charity Lifeshare in 2021.

OUTLOOK

Whilst we remain positive for the outlook of the property market with the performance of the North of England outperforming the rest of the market in 2021, we are cautious about market volatility caused by pressures on material prices, labour and more recently energy prices. We believe that overseas demand, our marketing reach and strong pre-sales will offer us protection against these pressures in the coming period, nevertheless we will be taking precautions and remaining watchful of global and industry challenges to ensure that we adapt appropriately and in a timely fashion.

We believe that we have taken a significant step forward in the incorporation of One Heritage Construction and the recruitment of experienced construction staff. This new approach will be tested in the forthcoming months and we expect to make further adaptations as we continue to enhance our business model.

The existing strategic priorities for the Group remain in place for the forthcoming period. I am eager to see developments complete and our buildings occupied during 2022. Our property services team have been working tirelessly in readiness for the completion of our first development, namely Lincoln House Bolton.

I look forward to an exciting year ahead for the business.

FINANCE REVIEW

The Group saw several significant events during the six-month period to 31 December 2021 and immediately following the period end:

• Acquisition of Seaton House, Stockport on 11 January 2022, where we paid an initial 10% deposit of £67,500. The remainder is to be paid in the current calendar year;
• The repayment of the profit participation loan with Robin Hood Property Development Limited and the signing of a new service agreement;
• Signing of a construction finance facility with Shawbrook Bank Limited to cover the remaining construction costs of our Lincoln House, Bolton development. This development is expected to finish before the end of the financial year;
• Issuance and admission of a £1.5 million unsecured corporate bond on the Standard List of the Main Market of the London Stock Exchange;
• The formation of a property letting and management company, One Heritage Property Services Limited, and a construction company, One Heritage Construction Limited, to complete the vertical integration of the Group’s operations; and,
• Continued capital expenditure on our developments which totalled £4.2 million in the period and was predominantly spent on the three developments in the construction phase; Lincoln House, Oscar House and Bank Street.

Over the period the Group saw an increase in its loss attributable to shareholders in the comparable six month period to 31 December, increasing from £0.2 million to £0.5 million. This was a consequence of an increase in administration expenses as the Group grew its number of employees, with the average increasing from 11 to 20. Net revenue remained broadly flat as the in-house developments were delayed.

The Group incorporated two new entities, One Heritage Property Services Limited and One Heritage Construction Limited, but neither entity has generated significant revenue or cost in the period as they began effective operation towards the period end.

The profit participation loan that the Group had with Robin Hood Property Development Limited was repaid in the period and the Group signed a service agreement on 23 December 2021. This agreement covers a combination of management, transaction, sourcing and construction services and will provide regular income to the Group. The new agreement also allows the Group to provide services in-house in relation to its development projects and forms part of the restructure of services previously provided by One Heritage Complete Limited.

Expenditure on developments continued with a further £4.2 million spent in the period across Lincoln House, Oscar House and Bank Street. Lincoln House is due to finish before the financial year end with both Oscar House and Bank Street completing soon after the year end. The proceeds from the Lincoln House disposal will be used to repay the Shawbrook loan, progress the St Petersgate project and pay down other debts.

Developments have seen significant interest from buyers and the Group has secured £0.4 million in reservation and deposits from buyers in the period. These amounts have been used to pay commissions on sales, totalling £0.4 million.

The capital structure of the Group continued to evolve with the issuance of a corporate bond and the signing of new construction facilities. During the period the Group drew down a further £4.5 million in debt which was used to pay for development expenditure and operating costs. The source of this debt was external construction finance facilities, £0.9 million, and the shareholder loan facility with One Heritage Property Development Limited, £3.6 million.

Post-period end the Group received gross proceeds of £1.5 million form the issuance of the corporate bond, which was used to repay a loan to One Heritage SPC as set out in the bond prospectus. The Group had received £0.4 million of the proceeds by the period end. This additional source of finance creates further diversity in the Group’s financing options, reducing refinancing risk in the future, and also is creating a path to lower finance costs in the future.

RISK MANAGEMENT AND PRINCIPAL RISKS

The ability of the Group to operate effectively and achieve its strategic objectives is subject to a range of potential risks and uncertainties. The Board and the broader management team take a pro-active approach to identifying and assessing internal and external risks. The potential likelihood and impact of each risk is assessed and mitigation policies are set against them that are judged to be appropriate to the risk level. Management constantly update plans and these are monitored by the Audit and Risk Committee and reported to the Board.

The principal risks that the Board see as impacting the Group in the coming period are split into six categories:

1. General economic climate
2. Residential property demand
3. Availability and cost of finance
4. Regulatory environment
5. Construction costs and timescales
6. Human resources

1. General economic climate

The economy has surpassed its pre-pandemic peak and is expected to continue to grow strongly in 2022. However, inflation has continued to rise and is likely to reach multiple decade highs during the year. As a consequence, it is highly likely that monetary policy will continue to tighten at the same time that fiscal support from the Government following the pandemic is being withdrawn. There is a risk that this combination, along with the disruption in global markets caused by the conflict in Ukraine, could negatively impact growth compared to the forecasts if the private sector rebound stalls. This uncertainty makes it difficult to predict economic performance in the short to medium term. To mitigate this, the Group continuously monitors economic indicators and is properly prepared to make appropriate decisions. This has included securing finance to complete developments in excess of downside scenarios for completion and exit, as well as internalising activities where it enables the Group to reduce risk.

2. Residential property demand

The property market has continued to see double digit percentage growth despite the withdrawal of government support of the stamp duty discounts in the previous year. Factors which supported price appreciation, such as the excess savings accumulated during the pandemic, loose monetary conditions and the desire for larger accommodation may stabilise or act as a drag in the period to come. This combined with the impact of real wage declines may negatively impact house prices and rents. To mitigate this, the Group has secured a high level of pre-sales on existing developments and will continue to sell units to foreign investors, which may be less impacted by the factors above. Furthermore, the Group operates in areas that it judges are best placed to outperform the wider market in both price and rental growth terms.

3. Availability and cost of finance

To enhance risk adjusted returns the Group uses external debt finance where appropriate. The increasing uncertainty and tightening monetary conditions may impact the ability of the Group to use this going forward. To mitigate this, the Group has diversified the sources of finance, with the issuance of its first corporate bond, and looks to continue to diversify its sources of funding. The Group expects that the cost of finance will decline in future periods, and we saw that the cost of finance of the second project for the Group was less than the first, as a positive track record and longer trading history reduce lenders’ view of the Group’s risk, which will help to offset any increases in the base rate.

4. Regulatory environment

There are two key regulatory areas that may impact the Group. First, increased regulation of building design and fire safety as a consequence of the Grenfell Tower disaster and the continued use of cladding materials, as well an increasing emphasis on mitigating climate change. As design and fire safety requirements become more stringent, there is a risk of associated cost increases. The second issue is significant delays with planning applications, as local authorities continue to face resource challenges. Whilst this was compounded by the pandemic, we expect such delays to continue beyond the lifting of Covid-19 restrictions. The Group mitigates against these risks by liaising regularly with experts and officials to understand where and when changes may occur, as well as monitoring proposals by Westminster. The Group has an in-house planning expert who liaises closely with design and construction teams to ensure that developments are both attractive to local authorities and cost effective.

5. Construction costs and timescales

The Group, and the market more broadly, is continuing to see shortages and price rises of both labour and materials. This has resulted in insolvencies in the construction sector reaching record highs. The Group has already experienced this with delays and cost increases on existing projects. To mitigate this, the Group incorporated One Heritage Construction and employed an experienced construction director to lead the construction function. The Group has been decisive in this regard and replaced the contractor on Bank Street, following delays and deficient performance.

6. Human resources

The Board recognises that there are labour shortages across the economy and that the performance of the business is driven by retaining and attracting sufficiently experienced, motivated and qualified staff. The Group understands that following the pandemic, employee preferences have changed and that retaining and attracting staff requires more than just competitive remuneration. To address this, the management team consult with employees through regular meetings and open-forums where recommendations and views regularly adjust policies in the Group. Senior level recruitment is monitored through the Nominations Committee, where it successfully sourced a new non-executive Director to join the Board after a thorough search process.

Furthermore, employee led initiatives such as the Social and Charity Committee along with an open and honest culture allow employees at all levels to contribute positively and have a real input into how the Group operates for them. Some of these resource and succession planning are now given greater emphasis to enable the Group to continue to grow with the formation of a Nominations Committee at a Board level to enable the Group to drive these conversations.

STATEMENT OF DIRECTOR’S RESPONSIBILITIES

in respect of the half-yearly financial report

We confirm that to the best of our knowledge:

• the condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted for use in the UK;
• the interim management report includes a fair review of the information required by:

• DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
• DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so.

The directors of One Heritage Group PLC are listed on the company website, www.oneheritageplc.com

By order of the Board
Jason Upton
Chief Executive Officer
28 March 2022

Contacts

Jason Upton

Chief Executive Officer

Email: jason.upton@one-heritage.com

Luke Piggin

Finance Director

Email: luke.piggin@one-heritage.com

Hybridan LLP (Financial Adviser and Broker)

Claire Louise Noyce

Email: claire.noyce@hybridan.com

Tel: +44 (0)203 764 2341