(NLD) Nordic Land

Nordic Land plc - In Liquidation

Interim Report for the period from 1 April 2011 to 30 September 2011

The board of directors (the "Board") of Nordic Land plc - In Liquidation ("Nordic Land" or the "Company") is pleased to present the interim results of the Company and its subsidiaries (the "Group") for the 6 month period ended 30 September 2011.

For further information please contact:

Nordic Land plc

Ray Horney, Chairman                                                        +44 20 7367 8888

(c/o Bankside Consultants)

SP Angel Corporate Finance LLP

Robert Wooldridge / Tercel Moore                               +44 20 3463 2260

Matrix Corporate Capital LLP

Stephen Mischler                                                                  +44 20 3206 7203

Bankside Consultants

Simon Rothschild                                                                  +44 20 7367 8888

Chairman's statement

Operating review

The results for the six months ended 30 September 2011 cover a period which follows the sale of all of the Group's properties and the commencement of an orderly winding up of its operations in 2010.

Sale of properties and winding up of the Group

At a general meeting of the shareholders, held on 7 October 2010, shareholders approved the sale of the Group's property portfolio on terms as set out in a circular to shareholders dated 17 September 2010.

Following the sale of the properties and the repayment of the Group's bank borrowings, the operations of the Group effectively ceased.

Following approval at a shareholder meeting on 6 December 2010, the Group commenced a summary winding up of its operations. The winding up of the Company is being administered by the Board under applicable Jersey law.

As previously notified, the sale of the Group's two largest properties, Terminalen 1 in Helsingborg and Lackeraren 3 in Borlange, which completed on 15 October 2010 at gross property values of SEK 490 million (£46.0 million) and SEK 148 million (£13.9 million) respectively, involved part of the sales proceeds - SEK 15 million (£1.4 million) for Terminalen and SEK 2.5 million (£0.2 million) for Borlange - being placed in escrow to cover potential warranty claims from the purchasers of each property.  

The deadline of 14 October 2011 for submission of warranty claims by the purchaser of Terminalen has passed with no claim against the Terminalen escrow amount having been received by the Group, either then or since.  The deadline for submission of warranty claims by the purchaser of Borlange is 14 February 2012.  Due to the amended terms of the Sickla sale, as outlined below, the escrow funds can only be released to the Group once replacement mortgage certificates for Sickla have been issued.

As previously disclosed, the sale of the third property ("Sickla"), in Sicklaon, which completed on 25 November 2010, had to be renegotiated because the original lender - Lehman Brothers International (Europe) (In Administration) - in its capacity as security agent for the bank borrowings and as holder of the mortgage certificates for the property, was not able to locate these mortgage certificates.  Without the mortgage certificates the sale of Sickla could not be completed as planned. Under the renegotiated terms, the property was sold for the same gross consideration of SEK 35 million (£3.3 million) but, out of this, SEK 12 million (£1.1 million) was retained in a pledged account until the replacement mortgage certificates can be provided to the purchaser. The purchaser has also taken a second charge on the Terminalen and Borlange escrow amounts.

Cancellation of the earlier mortgage certificates has been implemented and replacement mortgage certificates are expected to be obtained in Q1 2012.

Results of operations

The Group's continuing activities represent the administrative functions not directly associated with the property operations.  In the 6 months ended 30 September 2011, these administrative expenses were £0.1 million (30 September 2010: £0.4 million) and the loss on continuing operations was £0.1 million (30 September 2010: £0.4 million).

The total loss after tax for the period for continuing operations was £0.1 million (30 September 2010: £0.4 million) equivalent to 0.7 pence per share (30 September 2010: 1.8 pence).

The net asset value per share of the Group as at 30 September 2011 was 14.7 pence compared to 30.8 pence as at 30 September 2010.

Cash distributions

No dividend is proposed for the period ended 30 September 2011.

An initial cash distribution of 10.5 pence per share was made in early February 2011.

As and when the respective escrow amounts associated with the sales of the properties have become available to the Group, further cash distributions will be made of the escrow amounts released, less a retention for all the remaining expected costs of the winding up. These further distributions are expected to be approximately 12 pence per share in aggregate and are expected to be made in the first half of 2012.

Current activities

As previously notified, under AIM Rule 15, the Company's shares were suspended on 28 November 2011 as expected.  If, a further 6 months later (i.e. by 28 May 2012), the Company has still not completed its winding up, as is expected, the shares' admission to AIM will be cancelled.

The Board continues to focus on minimising costs of the Group, concluding the winding up and returning cash to shareholders.

Ray Horney

Chairman

23 December 2011

Condensed Consolidated Statement of Comprehensive Income

For the six months ended 30 September 2011           

The notes form part of these condensed consolidated interim financial statements.

Condensed Consolidated Statement of Financial Position as at 30 September 2011

These condensed consolidated interim financial statements were approved by the Board of Directors on 23 December 2011 and were signed on its behalf by:

The notes form part of these condensed consolidated interim financial statements.

Condensed Consolidated Statement of Changes in Equity for the six months ended 30 September 2011

The notes form part of these condensed consolidated interim financial statements.

 Condensed Consolidated Statement of Cash Flows for the six months ended 30 September 2011

The notes form part of these condensed consolidated interim financial statements.

Notes to the condensed consolidated interim financial statements

Note 1 General Information

Nordic Land plc - In Liquidation (the "Company") is a Jersey company incorporated on 3 April 2007. As at 30 September 2010 the Group owned three investment properties in Sweden.

Following approval at a shareholder meeting on 7 October 2010, the Group sold its entire property portfolio, repaid its bank borrowings and effectively ceased operations. On 6 December 2010, following approval by shareholders at a subsequent general meeting, the directors commenced a summary winding up of the Company and its remaining subsidiaries. The directors intend to distribute the net cash resources of the Company, after meeting the costs of the disposal and the costs of the winding up, to shareholders.  An initial cash distribution of 10.5 pence per share was made to shareholders in February 2011.

The condensed consolidated interim financial statements for the Company and its subsidiaries (together referred to as the "Group") have been prepared as at 30 September 2011 and for the six month period then ended. The condensed consolidated interim financial statements, which do not represent statutory accounts, have not been audited.

The unaudited condensed consolidated interim financial statements were authorised for issuance by the board of directors of the Company on 23 December 2011.

Note 2 Basis of preparation

These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of

the Group as at and for the year ended 31 March 2011.

The preparation of condensed consolidated interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The condensed consolidated interim financial statements have been prepared on the historical cost basis modified for the revaluation of investment properties, derivative financial instruments and of investment properties included in non-current assets classified as held for sale which are measured at fair value.

The condensed consolidated interim financial statements have been prepared on a going concern basis which assumes the Group will be able to meet its liabilities as they fall due. The Group's working capital forecasts show that the Group has sufficient cash resources to meet its funding requirements over the next 12 months and will be able to meet its liabilities as they fall due.  After making enquiries, the Directors believe that the Group has adequate resources to to meet its expected funding requirements over the next 12 months and until the winding up has been completed, assuming that the consideration held in escrow is received and that the costs of the orderly winding up do not materially exceed expected levels. For this reason, they continue to adopt the going concern basis in preparing the consolidated financial statements. The only difference between the going concern basis and non going concern basis would be in relation to the recognition of the estimated costs of the orderly winding up of the Group as at 30 September 2011.

Note 3 Significant Accounting Policies

The interim financial statements have been prepared following the same accounting policies as adopted in the most recent set of annual financial statements for the year ended 31 March 2011.

Functional and presentational currency

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the 'functional currency'). The Group's condensed consolidated interim financial statements are presented in sterling, which

is also the parent company's functional and presentational currency.

Note 4 Operating segments

During the year ended 31 March 2011 the Group operated in one business segment, being property investment and development in the Nordic region, and as such no further segmental information is required. Following the decision to sell these properties, these activities were treated as discontinued operations.  The Group's continuing operations relate to the administration of the remaining non-property owning companies in the Group.

Note 5 Income tax

Note 6 Discontinued operations

The income and expenses arising from the ownership of the properties have been shown as discontinued operations as the decision to sell the properties had been taken in the prior period.  The properties were sold in October 2010 and November 2010.

The cash flows arising from the discontinued operations were:

Note 7 Financial expenses

Financial expenses represent interest and other financial costs arising on the Group's bank borrowings and are part of the Group's discontinued operations.

Note 8 Earnings per share

The loss per share has been calculated by dividing the loss for the period attributable to equity shareholders by the weighted average number of shares in issue during the period of 19,859,561 (30 September 2010 and 31 March 2011: 19,859,561).

Basic and diluted earnings per share are the same, as the issued share options in all periods were anti-dilutive and have now lapsed.

Note 9 Investment properties

The fair value of investment properties as at 30 September 2010 was determined on the gross property prices achieved on the sales of the properties. These sale agreements were signed in mid-September 2010, conditional on shareholder approval, and the disposals were completed, following approval from shareholders, on 15 October 2010 for two properties and 25 November 2010 for the final property.

Note 10 Trade and other receivables

As at 30 September 2010 trade and other receivables relating to discontinued operations were included within non-current assets classified as held for sale (note 12).

The directors consider that the carrying amount of trade and other receivables approximate to their fair value.

Note 11 Cash and cash equivalents

Cash and cash equivalents comprise cash held by the Group and short-term deposits with an original maturity of three months or less. The carrying value of these assets equals their fair value.

Note 12 Non-current assets classified as held for sale

As at 30 September 2010, the Group's investment properties and associated assets held by the Group's property owning subsidiaries which were sold subsequent to 30 September 2010 were classified as non-current assets held for sale.

The cash balances classified as non-current assets held for sale do not include cash of £1,800,000 held in a property owning subsidiary as at 30 September 2010 and which was transferred to another Group company prior to the disposal of the property owning subsidiary.

Note 13 Consideration held in escrow

Under the terms of the sale agreements, out of the initial gross consideration, SEK 15 million (£1.4 million) from the sale of Terminalen and SEK 2.5 million (£0.2 million) from the sale of Borlange have been placed in escrow to cover potential warranty claims that may be brought by the purchasers of each property. The deadline of 14 October 2011 for submission of warranty claims by the purchaser of Terminalen has passed with no claim against the Terminalen escrow amount having been received by the Group, either then or since.  The deadline for submission of warranty claims by the purchaser of Borlange is 14 February 2012.  Due to the amended terms of the Sickla sale, as outlined below, the escrow funds can only be released to the Group once replacement mortgage certificates for Sickla have been issued.

Out of the initial gross consideration from the sale of Sicklaon, SEK 12 million (£1.1 million) has been retained in a pledged account until the replacement mortgage certificates for the property can be provided to the purchaser. The Sickla purchaser has also taken a second charge on the Terminalen and Borlange escrow amounts.  Replacement mortgage certificates are expected to be obtained in the first quarter of 2012. The sale of Sicklaon was completed on 25 November 2010.  

Note 14 Borrowings

The loans were repaid in full, together with the break costs, on 15 October 2010 when the disposals of the two largest properties were completed and were shown as current liabilities as at 30 September 2010.  The bank loans as at 30 September 2010 represented borrowings of SEK 602.7 million together with break costs of SEK 24.7 million or £2,199,000.

Note 15 Trade and other payables

As at 30 September 2010 trade and other payables associated with discontinued operations were included within liabilities associated with non-current assets classified as held for sale (note 16).

The Directors consider that the carrying amount of trade and other payables approximate to their fair value.

Note 16 Liabilities directly associated with non-current assets classified as held for sale

Liabilities associated with assets held for sale represent trade creditors, accruals and deferred income as at 30 September 2010 in the property owning subsidiaries which were sold in the period ended 31 March 2011 were as follows:

Note 17 Net asset value per share

Net asset value per share has been calculated by dividing the net assets attributable to the equity shareholders of the Company by the number of ordinary shares in issue at the period end of 19,859,561 (30 September 2010 and 31 March 2011: 19,859,561).

Basic and diluted net asset value per share are the same, as the issued share options were anti-dilutive in all periods and have now lapsed.

Note 18 Financial risk management

During the six months to 30 September 2011, the Group's financial risk management policies were consistent with those disclosed in the consolidated financial statements for the year ended 31 March 2011.

Note 19 Post balance sheet events

The deadline of 14 October 2011 for submission of warranty claims by the purchaser of Terminalen passed with no claim against the Terminalen escrow amount having been received by the Group, either then or since.  

There are no other material post balance sheet events of which the Directors are aware.

Note 20 Interim report

The report is available on the Company's website: www.nordicland.com

21 October 2011

Nordic Land plc - In liquidation

Result of Annual General Meeting

The Board of Nordic Land plc announces that all resolutions put to shareholders at the Annual General Meeting held earlier today were passed.

Enquiries to:

Nordic Land plc

Ray Horney, Chairman                                       Tel: + 44 (0) 1273 775225

SP Angel Corporate Finance LLP                      Tel: + 44 (0) 203 463 2260

Robert Wooldridge

Matrix Corporate Capital LLP                              

Stephen Mischler                                                Tel: + 44 (0) 20 3206 7203

Bankside Consultants Ltd                                   Tel: + 44 (0) 20 7367 8888

Simon Rothschild