Half-year Report

C H Bailey plc

7 December 2018

Chairman's statement and unaudited financial results

for the six months ended 30th September 2018

C H Bailey Plc ("the Company" or "the Group"), the diverse group of businesses, with investments and operations around the world in Leisure, Property principally in Tanzania, South Africa and Malta and a UK engineering business, announces its interim results for the half year ended 30 September 2018.

Group Highlights

Overall

· Value of the Malta property increases and improves the Company's assets and Income Statement value

· Operations in Tanzania affected by reduced economic activity in the country

· Revenue in South Africa reduced due to the fire at Galenia in February 2018 with anticipated recovery in the second half of the financial year

· Growth in revenues at B.I.E, the UK engineering business

Finance

· Group Revenue is down 4% to £2,609k (2017: £2,713k)

· Gross profit margin is down to 28.9% (2017: 30.2%)

· EBITDA at £1,188k is up 18% (2017: £1,006k)

· Group Operating profit is up 42% at £776k (2017: £547k)

· Overall profit is up 43% at £601k (2017: £421k)

Chairman's Statement

C.H. Bailey Plc ("CH Bailey", the "Company" or the "Group"), announces its interim results for the half year ended 30 September 2018.

Interim Statement and Results

Our interim results for the six month period ended 30 September 2018 show a profit for the period of £601k, up 43% (2017: £421k). The increase was driven principally by an improvement in the value of the Malta property portfolio, which increased by £1,026k (2017: increase of £640k). Revenue has decreased by 4% to 2,609k (2017: £2,713k) with gross profit reducing by 8% to £753k (2017: £818k). Gross profit margin has decreased to 28.9% (2017: 30.2%). Operating profit for the period is up 42% at £776k (2017: £547k) and EBITDA is up 18% at £1,188k (2017: £1,006k). An increase in property operating costs in Malta, together with costs incurred in providing strategic advice to a potentially complementary hospitality project in Tanzania, pushed administrative expenses up to £1,005k from £888k. Finance costs at £185k are slightly down compared to £187k in 2017.

Tanzania

The Tanzanian economy has continued to decline and suffers from a lack of public spending and uncertainty. This has led to a decline in investment and economic activity in general across all sectors. Demand for commercial real estate remains low, and our serviced offices and retail property in Dar es Salaam are being affected as a direct result of the weaker demand. Despite this background, we continue to remain a destination for new business and have adapted some of the office units to suit smaller occupiers. The retail units have been reconfigured to incorporate a food court, which is proving to be popular. Overall occupancy for the offices and retail units at the end of September 2018 was 78% and this has increased since then as we have attracted new tenants but it remains a volatile market going forward.

The Oyster Bay Suites have witnessed reduced demand in line with the lower economic activity in the country. Tourism has not been as adversely affected. Beho Beho has seen an increase in occupancy whereas The Oyster Bay Hotel in Dar es Salaam has seen a reduced number of bookings compared to the same period in 2017.

We are involved in an advisory capacity in new hospitality development projects in Tanzania which will benefit our business in the medium term and earn us some fee income in the short term.

South Africa

The fire at Galenia in February 2018, which affected 60% of our bedstock, caused a slow-down in our forward bookings for this season until the restoration work had been finished and the property re-opened. We opened the property in August 2018 for the start of the new season, with all the rooms rebuilt to a 5 star standard from the South African Tourist Board. Bookings have been brisk after a slow start and we are now looking to beat the bookings total of last year, which were curtailed by the fire at the height of the tourist season.

Development plans for Galenia and the adjoining Little Bean Farm continue but are progressing slowly. We continue to invest in the infrastructure of both properties, including an upgrade to the electricity supply, water boreholes and pumping system.

Work continues at the property in Cape Town (Glendale Terrace/Palmyra Road). We hope to complete the refurbishment in early 2019 and take it to the market for sale.

Malta

The refurbished St Lucia Street property has been rented to the Maltese Government for 10 years at a rent of €115,000 per annum, with index-linked rent reviews.

The St Barbara Bastion property is currently rented on a 12-month residential lease expiring March 2019, which we will seek to renew or re-let.

Planning permission for the Archbishop Street property has been obtained after appeal, and we are now working on the refurbishment plans for work to commence in early 2019. After the planning consent was granted, we have reviewed the property portfolio in Malta and increased its value, which has contributed £1,025k to investment activities and other income in the Consolidated Income Statement.

Following the sale of the Charles Street property in March 2018, the Company repaid the Lombard Bank loan. We are currently in discussion with Lombard Bank regarding a new facility to be secured on the existing property portfolio while we continue to seek new development opportunities in Valletta.

UK operations

Our UK engineering business, Bailey Industrial Engineering Limited, is continuing to grow. Revenues are up by 10% to £929k for the period under review. EBITDA is down to £83k (2017: £111k) due to the type of orders worked on during this time. The order book for the second half of the year is solid with a different mix of work, so we hope to see the margins restored to previous levels.

The new lease with Associated British Ports has been agreed and the allied works relating to the dilapidations of the old lease are agreed with the work expected to commence in January 2019.

Outlook

We will continue to maintain our market position in Tanzania. Our involvement in new development projects in an advisory capacity will indirectly help our hospitality business and we remain positive in our potential future growth in the country.

South Africa is expected to remain steady as the country stabilises and attracts new local and inward investment. We hope to locate and benefit from further property development opportunities in Cape Town and to make progress with the development plans in Montagu.

Malta still grows in international economic stature. We hope to find further development sites in Valletta or other opportunities on the island, where we have invested for over 50 years and know the local market well.

We believe there will be continued growth in the UK engineering business. However the continued uncertainty of Brexit may impact our customers' business and therefore could have an adverse effect on our business growth.

Operating in emerging markets and niche industries, like heavy engineering in the UK, it is difficult to predict the future but we remain positive and cautiously optimistic.

David Wilkinson

Chairman

6 December 2018

Further information:

Harry Sihra, Company Secretary

C H Bailey Plc

Tel: 01633 262961

Ciaran Walsh, Maria Gomez De Olea

Arden Partners plc

Tel: 020 7614 5900

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/ 2014.

Consolidated Income Statement

for the six months ended 30 September 2018

*Earnings before interest, taxation, depreciation, profit on sale of plant and equipment and profit on sale of property.

Consolidated Statement of

Comprehensive Total Income

for the six months ended 30 September 2018

Consolidated Balance Sheet

as at 30 September 2018

Consolidated Cash Flow Statement

for the six months ended 30 September 2018

Consolidated Statement of Changes in Equity

for the six months ended 30 September 2018

.

Notes to the Accounts

1. General information

Legal status and country of incorporation

C. H. Bailey plc, company number 190106, is incorporated in England and Wales under the Companies Act 2006. The address of the registered office is Alexandra Docks, Newport NP20 2NP.

Basis of preparation

These financial statements have been prepared in accordance with International Accounting Standards (IAS) and International Financial Reporting Standards (IFRS) as adopted by the European Union and with the Companies Act 2006. Therefore these financial statements comply with the AIM rules.

The financial statements are prepared using the historical cost basis of accounting except for:

· Properties held at the date of transition to IFRS which are stated at deemed cost; and

· Assets held for sale which are stated at the lower of fair value less anticipated disposal costs and carrying value.

Going concern

The directors have prepared these financial statements on the fundamental assumption that the group is a going concern and will continue to trade for at least 12 months following the date of approval of the financial statements.

Accounting period

The current period is for 6 months ended 30 September 2018 and the comparative period is for the 6 months ended 30 September 2017.

Functional and presentational currency

The financial statements are presented in pounds sterling because that is the functional currency of the primary economic environment in which the group operates.

Adoption of International Financial Reporting Standards

On 1 April 2006 the group adopted IFRS for the first time when advantage was taken of the following exemptions as permitted by IFRS 1:

· The requirements of IFRS 3 - Business Combinations - have not applied to business combinations that occurred before the date of transition to IFRS;

· The carrying value of freehold and leasehold properties are based on previously adopted UK GAAP valuations and these are now taken as deemed cost on transition to IFRS.

International Financial Reporting Standards adopted for the first time this accounting period

There were no new standards or amendments to standards adopted for the first time this year that had a material impact on the results or the group.

Future adoption of International Financial Reporting Standards

A number of new standards, amendments and interpretations to existing standards have been published by the ISAB but are not yet effective and have not been applied early by the group. It is anticipated that the following pronouncements relevant to the group's operations will be adopted in the group's accounting policies for the first period beginning after the effective date of the pronouncement once adopted by the European Union:

· IFRS 9 Financial instruments (effective 1 January 2018);

· IFRS 14 Regulatory deferral accounts (effective 1 January 2016 not yet adopted by European Union);

· IFRS 15 Revenue from contracts with customers (effective 1 January 2018);

· IFRS 16 Leases (effective 1 January 2019);

· Sale or contribution of assets between an investor and its associate or joint venture (amendment IFRS 10 and IAS 28 (deferred);

· Clarifications to IFRS 15 Revenue from contracts with customers (effective 1 January 2018);

· Amendments to IFRS 2 Classification and measurement of share-based payment transactions (effective 1 January 2018);

· Amendments to IFRS 4 Applying IFRS 9 to IFRS 4 Insurance contracts (effective 1 January 2018);

· Annual improvements to IFRS 2014-2016 Cycle - Relating to IAS 28 Investments in associates and joint ventures (effective 1 January 2017);

· Annual improvements to IFRS 2014-2016 Cycle - Relating to IFRS 12 Disclosure of interest in other entities (effective 1 January 2018 not yet adopted by European Union);

· IFRIC Interpretation on foreign currency transactions and advance considerations (effective 1 January 2018 not yet adopted by European Union).

The company has assessed the impact of these standards and the directors do not currently foresee any material impact on the financial statements of the group as a result of adopting these standards.

2. Significant accounting policies

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the company and entities controlled by the company (its subsidiaries) made up to 30 September 2018. Control is achieved where the company has the power to govern the financial and operating policies of an investee so as to obtain benefits from its activities.

Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group's equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination (see below) and the minority's share of changes in equity since the date of the combination.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the group.

All intra-group transactions, balances, income and expenses are eliminated on consolidation.

Business combinations and goodwill

The acquisition of subsidiaries is accounted for using the acquisition method. The assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair value at their acquisition date except for non-current assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 which are recognised and measured at fair value less costs to sell. Any excess of the cost over the asset valuation as calculated above is recognised as goodwill.

In accordance with the options that are available under IFRS 1 on transition to IFRS, the group elected not to apply IFRS 3 retrospectively to past business combinations that occurred before the date of transition to IFRS.

Accordingly goodwill that had previously been offset against reserves under UK GAAP has not been recognised in the opening IFRS balance sheet. The interest of any minority shareholders in the acquiree is initially measured at the minority's proportion of the net fair value of the assets, liabilities and contingent liabilities recognised.

Investments in associates and trade investments

The results of entities over which the group is not in a position to be able to exercise significant influence despite holding a significant shareholding are not accounted for as associates and therefore are not equity accounted. The companies are classified as trade investments and are carried as available for sale financial assets which are measured at fair value at the end of the reporting period. Dividend income is recognised in the income statement on a receipts basis.

Property, plant and equipment

Property is carried at deemed cost at the date of transition to IFRS based on the previous UK GAAP valuations. Plant and equipment held at the date of transition and subsequent additions to property, plant and equipment are stated at purchase cost including directly attributable costs. The group does not have a revaluation policy. Freehold land is not depreciated. Depreciation of other property, plant and equipment is provided on a straight line basis using rates calculated to write down the cost of each asset over its estimated useful life as follows:

Property:

Freehold buildings Between 2% and 3%

Leasehold buildings 5% or period of the lease

Plant and equipment Between 10% and 25%

Annual reviews are made of estimated useful lives and material residual values.

Investment and development property

Properties are externally valued on the basis of fair value at the balance sheet date. Investment property is recorded at valuation whereas trading property is stated at the lower of cost and net realisable value. Any surplus or deficit arising is recognised in investment activities in the income statement.

The cost of properties in the course of development includes attributable interest and other associated outgoings. Interest is calculated on the development expenditure by reference to specific borrowings. Interest is not capitalised where no development activity is taking place. A property ceases to be a development property on practical completion.

Investment property disposals are recognised on completion. Profits and losses are recognised in investment activities in the income statement. The profit on disposal is determined as the difference between the net sale proceeds and the carrying amount of the asset at the commencement of the accounting period plus capital expenditure in the period.

Where investment properties are appropriated to trading stock, they are transferred at market value. If properties held for trading are appropriated to investment, they are transferred at book value.

Lessee accounting

Initial rental payments in respect of operating leases are included in current and non-current assets as appropriate and amortised to the income statement over the period of the lease. Ongoing rental payments are charged as an expense in the income statement on a straight line basis until the date of the next rent review. Finance leases are capitalised and depreciated in accordance with the accounting policy for property, plant and equipment. As permitted by IFRS 1 at the date of transition to IFRS, the carrying value of long leasehold properties are based on the previous UK GAAP valuations and this has been taken as deemed cost. Rental costs arising from operating leases are charged as an expense in the income statement on a straight line basis over the period of the lease.

Non-current assets held for sale

Non-current assets are reclassified as assets held for sale if they are immediately available for sale in their current condition and their carrying value will be recovered through a sale transaction on which is highly probable to be completed within 12 months of the initial classification. Assets held for sale are valued at the lower of carrying value at the date of initial classification and fair value less costs to sell.

Impairment of non-financial assets

Goodwill is tested annually for impairment or more frequently if there are any changes in circumstances or events that indicate that a potential impairment may exist. Goodwill impairments cannot be reversed. Property, plant and equipment are reviewed for indications of impairment when events or changes in circumstances indicate that the carrying amount may not be recovered. If there are indications then a test is performed on the asset affected to assess its recoverable amount against carrying value. An asset impaired is written down to the higher of value in use or its fair value less cost to sell.

Deferred and current taxation

The charge for taxation is based on the taxable profit or loss for the year and takes into account taxation deferred because of differences between the treatment of certain items for taxation and for accounting purposes. Full provision is made for the tax effects of these differences.

Current income tax assets or liabilities comprise those claims from, or obligations to, fiscal authorities relating to current or prior periods that are unpaid at the balance sheet date. They are calculated according to the tax rates and tax laws applicable to the fiscal periods to which they relate based on the taxable profit for the year. Deferred tax is calculated using the liability method on temporary differences. This involves the comparison of the carrying amounts of assets and liabilities in the consolidated financial statements with their respective tax bases.

The carrying amount of the deferred tax assets is reviewed at each reporting balance sheet date to ensure that it is probable that sufficient taxable profits will be available to allow the asset to be recovered. Assets and liabilities, in respect of both deferred and current tax, are only offset when there is a legally enforceable right to offset and the assets and liabilities relate to taxes levied by the same taxation authority.

Deferred and current tax is charged or credited in the income statement except when it relates to items charged directly to equity in which case the associated tax is also dealt with in equity.

Stocks

Stocks are valued at the lower cost of purchase and net realisable value. Cost comprises actual purchase price and, where applicable, associated direct costs incurred bringing the stock to its present location and condition. Net realisable value is based on estimated selling price less further costs expected to be incurred to completion and disposal. Provision is made for obsolete, slow moving or defective items where appropriate.

Financial instruments

Financial assets and financial liabilities are recognised on the consolidated balance sheet when the group becomes a party to the contractual provisions of the instrument.

Financial assets are recognised and derecognised on a trade date where the purchase or sale of an asset is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned. Financial assets are classified as "loans and receivables", "held to maturity" investments, "available for sale" investments or "assets at fair value through the profit and loss" depending upon the nature and purpose of the financial asset. The classification is determined at the time of the initial recognition.

Financial assets are normally classified as "loans and receivables" and are initially measured at fair value including transaction costs incurred. The only financial assets currently held at "fair value through profit or loss" are the current asset investments.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities. There are currently no financial liabilities held at "fair value through profit or loss".

Loans and receivables

Trade receivables, loans and other receivables are measured on initial recognition at fair value and, except for short term receivables where the recognition of interest would be immaterial, are subsequently re-measured at amortised cost using the effective interest rate method. Allowances for irrecoverable amounts, which are dealt with in the income statement, are calculated based on the difference between the asset's carrying amount and the present value of estimated future cash flows, calculated based on past default experience, discounted at the effective interest rate computed at initial recognition where material.

Derivative financial instruments and hedge accounting

The group has loans held in US dollars which are disclosed in borrowings and are at fixed rates of 6.25% and 8% and loans held in euros which are disclosed in borrowings and are at a fixed rate of 4%. The other group loans and overdrafts are subject to floating interest rates based on LIBOR plus the most competitive margin available. The group's policy is not to hedge its international assets with respect to foreign currency balance sheet translation exposure, nor against foreign currency transactions. The group generally does not enter into any forward exchange contracts and it does not use financial instruments for speculative purposes. The group does not hold any derivative financial instruments or embedded derivative financial instruments at either period end.

Cash and cash equivalents

Cash and cash equivalents includes cash-in-hand, cash at bank and short term highly liquid investments that are readily convertible into known amounts of cash within three months from the date of initial acquisition with an insignificant risk of a change in value.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each balance sheet date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial assets, the estimated future cash flows of the investment have been impacted.

Other financial liabilities

Other financial liabilities, including trade payables, are measured on initial recognition at fair value and, except for short term payables where the recognition of interest would be immaterial, are subsequently re-measured at amortised cost using the effective interest rate method.

Bank loans

Interest bearing bank loans are recorded at the proceeds received less capital repayments made. Finance charges are accounted for on an accruals basis in the profit and loss account using the effective interest rate method. They are included within accruals to the extent that they are not settled in the period in which they arise.

Provisions

Provisions are created where the group has a present obligation (legal or constructive) as a result of a past event where it is probable that the group will be required to settle that obligation. Provisions are measured at the directors' best estimate of the expenditure required to settle the obligation at the balance sheet date. Provisions are only discounted to present value where the effect is material.

Net funds

Net funds is defined as cash and cash equivalents, bank and other loans including finance lease obligations and derivative financial instruments stated at current fair value.

Revenue recognition

Revenue

Revenue represents the fair value of the consideration received and receivable for services provided and goods supplied to third party customers. In respect of long term contracts and contracts for on-going services, revenue is recognised as the contract progresses on the basis of work completed. Revenue excludes value added tax.

Investment and interest income

Dividend income is recognised in the income statement when the shareholder's right to receive payment has been established. Interest income from bank deposit accounts is accrued on a time basis calculated by reference to the principal on deposit and effective interest rate applicable.

Foreign currencies

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities in foreign currencies are translated into pounds sterling at the financial reporting year end rates. Non monetary items that are measured in terms of historical cost in a foreign currency are not re-translated.

The results of overseas subsidiary undertakings, associates and trade investments are translated into pounds sterling at average rates for the year unless exchange rates fluctuate significantly during that year in which case exchange rates at the date of transactions are used. The closing balance sheets are translated at the year end rates and the exchange differences arising are transferred to the group's translation reserve as a separate component of equity and are reported within the consolidated statement of changes in equity. All other exchange differences are included within the consolidated income statement in the year. Intercompany foreign exchange differences are included in operating profit unless deemed to be as permanent as equity in which case are included in reserves.

Operating profit

Operating profit is defined as the profit for the year from continuing operations after all operating costs and income but before finance income, finance costs, and taxation. Operating profit is disclosed as a separate line on the face of the income statement.

Normalised operating profit is the same as the above but excludes non-recurring items, for example profit on the sale of property. Normalised operating profit is reconciled to operating profit on the face of the income statement.

Other gains and losses

Other gains and losses are material items that arise from unusual non-recurring events. They are disclosed separately, in aggregate, on the face of the income statement after operating profit where, in the opinion of the directors, such disclosure is necessary in order to fairly present the results for the financial period.

Finance costs

Finance costs are recognised in the income statement on the accruals basis in the year in which they are incurred.

3. Use of critical accounting assumptions and estimates

Estimates and judgements are continually evaluated and assessed based on historical experience and other factors, including expectations of future events that are believed to be reasonable given the circumstances prevailing when the accounts are approved.

The group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The area where the group considers estimates and assumptions to have a significant risk of causing material adjustment to the carrying value of assets and liabilities.is is in the valuation of investment properties.

4. Segmental information

5. Investment activities and other income

6. Finance income

7. Finance costs

8. Earnings per share

The earnings per share has been calculated by reference to the weighted average number of ordinary shares of 10p each in issue of 7,663,454 (September 2017: 7,650,389) (March 2018: 7,654,016) which excludes own shares held. The share options in issue have no dilutive effect on the weighted average number of ordinary shares. Consequently the diluted earnings per share is the same as the basic earnings per share in both periods.

9. Property, plant and equipment

10. Current asset investments

Investments are carried at fair value at the balance sheet date.

11. Called-up share capital

On 26 September 2017, the company issued 7,520 ordinary shares of 10 pence to the directors in lieu of fees payable of £10,716. On 31 March 2018, the company issued 5,750 ordinary shares of 10 pence to the directors in lieu of fees payable of £6,900. The company retains as treasury shares 671,959 shares of 10 pence at a cost of £886,986 (2017: 685,229 shares of 10 pence at a cost of £904,502). The company did not buy back any shares for cancellation during the year. At 30 September 2018, the company has one class of ordinary shares, which carry no right to fixed income.

12. Cash generated from operations

13. Analysis of net funds (debt)

14. Significant investment in subsidiaries