Final Results - Part 2
Alpha Pyrenees Trust Limited
18 March 2008
Consolidated statement of changes in equity
For the period from Share Share Special Warrant Translation Capital Revenue Minority Total
16 November 2005 to capital premium reserve reserve reserve reserve reserve interest reserves
31 December 2006 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Changes in equity for
the period
Foreign exchange losses - - - - (1,614) - - - (1,614)
on translation of
foreign operations
Loss for the period - - - - - (6,607) 4,499 (607) (2,715)
Total recognised income - - - - (1,614) (6,607) 4,499 (607) (4,329)
and expense for the
period
Dividends - - - - - - (3,188) - (3,188)
Issue of share capital - 127,500 - - - - - - 127,500
Share issue costs - (5,508) - - - - - - (5,508)
Transfer to special - (119,362) 119,362 - - - - - -
reserve
Share based payments - (130) - 130 - - - - -
Net liabilities - - - - - - - 5,399 5,399
attributable to minority
interest
At 31 December 2006 - 2,500 119,362 130 (1,614) (6,607) 1,311 4,792 119,874
Note 20, 21
For the year ended 31 Share Share Special Warrant TranslationCapital Revenue Minority Total
December 2007 capital premium reserve reserve reserve reserve reserve interest reserves
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
At 1 January 2007 - 2,500 119,362 130 (1,614) (6,607) 1,311 4,792 119,874
Foreign exchange losses - - - - 9,555 - - - 9,555
on translation of
foreign operations
(Loss)/ profit for the - - - - (1,672) 7,717 - 6,045
year
Total recognised income - - - - 9,555 (1,672) 7,717 - 15,600
and expense for the year
Dividends - - (711) - - - (6,302) - (7,013)
Share buy back - - (400) - - - - - (400)
Acquisition of minority - - - - - - - (4,792) (4,792)
interest
At 31 December 2007 - 2,500 118,251 130 7,941 (8,279) 2,726 - 123,269
Note 20, 21
The accompanying notes are an integral part of this statement.
Company income statement
For the year ended For the period 16 November
31 December 2007 2005 to 31 December 2006
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Notes
Income
Revenue 3 5,272 - 5,272 2,328 - 2,328
Total income 5,272 - 5,272 2,328 - 2,328
Expenses
Administration costs 6 (2,129) (262) (2,391) (2,039) (269) (2,308)
Total expenses (2,129) (262) (2,391) (2,039) (269) (2,308)
Operating profit 3,143 (262) 2,881 289 (269) 20
Finance income 4 2,008 8,950 10,958 4,100 - 4,100
Finance costs 7 (3) - (3) (47) (1,663) (1,710)
Profit/(loss) before taxation 5,148 8,688 13,836 4,342 (1,932) 2,410
Taxation 8 - - - - - -
Profit (loss) for the year/ 5,148 8,688 13,836 4,342 (1,932) 2.410
period
The total column of this statement represents the Company's income statement,
prepared in accordance with IFRS. The revenue and capital columns are supplied
as supplementary information permitted under IFRS. All items in the above
statement derive from continuing operations.
The accompanying notes are an integral part of this statement.
Company balance sheet
As at 31 December 2007 Notes For the year ended For the period 16
31 December 2007 November 2005 to
31 December 2006
£'000 £'000
Non-current assets
Investments in subsidiary undertakings 12 141 77
Property, plant and equipment 16 21
Amounts receivable from subsidiary undertakings 12 103,457 90,023
103,614 90,121
Current Assets
Trade and other receivables 17 1,754 34
Amounts receivable from subsidiary undertakings 12 12,331 25,490
Cash and cash equivalents 10,726 6,941
24,811 32,465
Total assets 128,426 122,586
Current liabilities
Trade and other payables 18 (788) (1,372)
Total liabilities (788) (1,372)
Net assets 127,637 121,214
Equity
Share capital 20 - -
Share premium account 21 2,500 2,500
Special reserve 21 118,251 119,362
Warrant reserve 21 130 130
Capital reserve 21 6,756 (1,932)
Revenue reserve 21 - 1,154
Total equity 127,637 121,214
The Financial Statements were approved by the board of directors and authorised
for issue on 17 March 2008.
The accompanying notes are an integral part of this statement.
David Jeffreys Serena Tremlett
Director Director
Company cash flow statement
Notes For the year ended For the period from
31 December 2007 16 November 2005 to
31 December 2006
Cash flows from operating activities
Profit for the year/period 13,836 2,410
Adjustments for :
Finance costs 3 1,710
Finance income (10,958) (4,100)
Interest from subsidiary companies (5,272) (2,328)
Operating cash flows before movements in (2,391) (2,308)
working capital
(Increase)/decrease in operating trade and (1,757) 457
other receivables
Increase in operating trade and other payables 66 1,238
Cash generated from operations (4,082) (613)
Interest paid - (2)
Interest received 5,134 4,100
Taxation - -
Cash-flows from operating activities 1,052 3,485
Investing activities
Investment in subsidiaries (63) (77)
Purchase of property, plant and equipment - (21)
Loans repaid/(advanced) 8,226 (115,350)
Cash-flows from investing activities 8,163 (115,448)
Financing activities
Proceeds from issue of ordinary share capital - 127,500
Issue costs - (5,408)
Dividend payments (7,013) (3,188)
Cash-flows from financing activities (7,013) 118,904
Net increase in cash and cash equivalents 2,202 6,941
Cash and cash equivalents at beginning of year/period 6,941 -
Exchange translation movement 1,583 -
Cash and cash equivalents at end of year/period 10,726 6,941
The accompanying notes are an integral part of this statement.
Company statement of changes in equity
For the period from Share Share Special Warrant Capital Revenue Total
16 November 2005 to capital premium reserve reserve reserve reserve reserves
31 December 2006 £'000 £'000 £'000 £'000 £'000 £'000 £'000
At 16 November 2005 - - - - - - -
Profit for the period - - - - (1,932) 4,342 2,410
Total recognised - - - - (1,932) 4,342 2,410
income and expense for
the period
Dividends - - - - - (3,188) (3,188)
Issue of share capital - 127,500 - - - - 127,500
Share issue costs - (5,508) - - - - (5,508)
Transfer to special - (119,362) 119,362 - - - -
reserve
Share based payments - (130) - 130 - - -
At 31 December 2006 - 2,500 119,362 130 (1,932) 1,154 121,214
Note 20,21
For the period ending Share Share Special Warrant Capital Revenue Total
31 December 2007 capital premium reserve reserve reserve reserve reserves
£'000 £'000 £'000 £'000 £'000 £'000 £'000
At 1 January 2007 - 2,500 119,362 130 (1,932) 1,154 121,214
Profit for the year - - - - 8,688 5,148 13,836
Total recognised income - - - - 8,688 5,148 13,836
and expense for the
year
Dividends - - (711) - - (6,302) (7,013)
Share buy-back - - (400) - - - (400)
At 31 December 2007 - 2,500 118,251 130 6,756 - 127,637
Note 20,21
The accompanying notes are an integral part of this statement.
Notes to the financial statements
1. General information
The Company is a limited liability, closed-ended investment company incorporated
in Guernsey. The address of the registered office is given below. The nature of
the Group's operations and its principal activities are set out in the
Chairman's statement. The Financial Statements were approved and authorised for
issue on 18 March 2008 and signed by David Jeffreys and Serena Tremlett on
behalf of the Board.
2. Significant accounting policies
A summary of the principal accounting policies, all of which have been applied
consistently throughout the year, is set out below.
Basis of preparation
The Financial Statements of the Group have been prepared in accordance with
IFRS, which comprise standards and interpretations approved by the International
Accounting Standards Board ('IASB'), and International Accounting Standards and
Standards Interpretations Committee interpretations approved by the
International Accounting Standards Committee ('IASC') that remain in effect, and
to the extent that they have been adopted by the European Union.
a) Adoption of new and revised Standards
In the current year, the Group has adopted IFRS7 Financial Instruments:
Disclosures which is effective for annual reporting periods beginning on or
after 1 January 2007, and the related amendment to IAS 1 Presentation of
Financial Statements. The impact of the adoption of IFRS7 and the changes to IAS
1 has been to expand the disclosures provided in these financial statements
regarding the Group's financial instruments and management of capital (see note
25). Four Interpretations issued by the International Financial Reporting
Interpretations Committee are effective for the current year. These are : IFRIC
7 Applying the Restatement Approach under IAS29, Financial Reporting in
Hyperinflationary Economies: IFRIC 8 Scope of IFRS 2: IFRIC 9 Reassessment of
Embedded Derivatives; and IFRIC 10 Interim Financial Reporting and Impairment.
The adoption of these Interpretations has not led to any changes in the Groups
accounting policies.
b) Standards and Interpretations in issue and not yet effective
At the date of authorisation of these financial statements, the following
standards and interpretations, which have not been applied in these financial
statements, were in issue but not yet effective:-
New Standards
IFRS 8: Operating segments - for accounting periods commencing on or after
1 January 2009.
Revised and amended standards
IFRS 2: Share based payments - for accounting periods commencing on or after
1 January 2009.
IFRS 3: Business Combinations - for accounting periods commencing on or after
1 July 2009.
IAS 1: Presentation of Financial Statements - for accounting periods commencing
on or after 1 January 2009.
IAS 23: Borrowing costs - for accounting periods commencing on or after
1 January 2009.
IAS 27: Consolidated and Separate Financial Statements - for accounting
periods commencing on or after 1 July 2009.
IAS 32: Financial Instruments:Presentation - for accounting periods
commencing on or after 1 January 2009.
Interpretations
IFRIC 11: IFRS 2 - Group and Treasury Share Transactions - for accounting
periods commencing on or after 1 March 2007.
IFRIC 12: Service Concession Arrangements - for accounting periods
commencing on or after 1 January 2008.
IFRIC 13: Customer Loyalty Programmes - for accounting periods
commencing on or after 1 July 2008.
IFRIC 14: IAS 19- The limit on a Defined Benefit Asset, Minimum Funding
Requirements and their Interaction - for accounting periods commencing
on or after 1 January 2008.
The Directors anticipate that the adoption of these standards and
interpretations in future periods will not have material impact on the financial
statements of the Group. The principal accounting policies adopted are set out
below.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and the special purpose vehicles (SPVs) controlled by the company,
made up to 31 December each year. Control is achieved where the Company has the
power to govern the financial and operating policies of an investee entity so as
to obtain benefit from its activities.
Investment properties have been acquired through SPVs. In the opinion of the
Directors, these transactions did not meet the definition of a business
combination as set out in IFRS 3 'Business Combinations'. Accordingly the
transactions have not been accounted for as business acquisitions and instead
the financial statements reflect the substance of the transactions, which is
considered to be the purchases of investment properties and associated net
assets.
The results of SPVs acquired or disposed of during the year are included in the
consolidated income statement from the effective date of acquisitions or up to
the effective date of disposal as appropriate.
When necessary, adjustments are made to the financial statements of SPVs 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.
Presentation of income statement
In order to better reflect the activities of an investment company and in
accordance with guidance issued by the Association of Investment Companies ('AIC
'), supplementary information which analyses the income statement between items
of a revenue and capital nature has been presented alongside the income
statement.
Revenue recognition
Rental income from investment property leased out under an operating lease is
recognised in the income statement on a straight line basis over the term of the
lease. Lease incentives granted are recognised as an integral part of the net
consideration for the use of the property and are therefore also recognised on
the same straight line basis. Rental revenues are accounted for on an accruals
basis. Therefore, deferred revenue generally represents advance payments from
tenants. Revenue is recognised when it is probable that the economic benefits
associated with the transaction will flow to the Group and the amount of revenue
can be measured reliably.
When property is let out under a finance lease, the Group recognises a
receivable at an amount equal to net investment in the lease at inception of the
lease. Rentals received are accounted for as payments of principal and finance
income as appropriate. Minimum lease payments receivable on finance leases are
apportioned between finance income and reduction of the outstanding receivable.
Finance income is allocated to each period during the lease term so as to
produce a constant periodic rate of interest on the remaining net investment in
the finance lease. Contingent rents, being those lease payments that are not
fixed at the inception of a lease, for example turnover rents, are recorded as
income in the periods in which they are earned.
Interest income is accrued on a time basis, by reference to the principal
outstanding and the effective interest rate applicable.
Leasing
Leases are classified as finance leases whenever the terms of the lease transfer
substantially all the risks and rewards of ownership to the lessee. All other
leases are classified as operating leases.
Foreign currencies
a) Functional and presentation currency
Items included in the financial statements of each of the Group entities are
measured in the currency of the primary economic environment in which the entity
operates (the 'functional currency'). The consolidated financial statements are
presented in pounds Sterling, which is the Company's functional and
presentational currency
b) Transactions and balances
Transactions in currencies other than pounds Sterling are recorded at the rates
of exchange prevailing on the dates of the transactions. At each Balance Sheet
date, monetary assets and liabilities that are denominated in foreign currencies
are retranslated at the rates prevailing on the Balance Sheet date. Non-monetary
assets and liabilities are carried at fair value that are denominated in foreign
currencies and translated at the rates prevailing at the date when the fair
value was determined. Gains and losses arisprofiting on retranslation are
included in net profit or loss for the year, except for exchange differences
arising on non-monetary assets and liabilities where the changes in fair value
are recognised directly to equity.
c) Group companies
The results and financial position of all the Group entities that have a
functional currency different from the presentation currency are translated into
the presentation currency as follows:
(i) assets and liabilities for each balance sheet presented are
translated at the closing rate at the date of the balance sheet;
(ii) income and expenses for each income statement are translated at
the average exchange rate prevailing in the period; and;
(iii) all resulting exchange differences are recognised as a separate
component of equity.
On consolidation, the exchange differences arising from the translation of the
net investment in foreign entities are taken to shareholders' equity. When a
foreign operation is sold, such exchange differences are recognised in the
income statement as part of the gain or loss on sale.
The year-end exchange rate used is £1:€1.357 (2006: £1:€1.484) and the average
rate for the year used is £1:€1.462 (2006: £1:€1.466)
Operating
a) Company
Operating profit includes interest income from subsidiary entities, as reduced
by administrative expenses and excludes finance costs and finance income.
b) Group
Operating profit includes net gains or losses on revaluation of investment
properties, as reduced by administrative expenses and property operating costs
and excludes finance costs and income.
Expenses
All expenses are accounted for on an accruals basis and include those of the
Administrators, the Investment Manager and the Directors. In respect of the
analysis between revenue and capital items, presented within the income
statement, all expenses have been presented as revenue items except as follows:
Expenses which are incidental to the acquisition of an investment property are
included within the cost of that investment property and; a proportion of the
Investment Manager's fee is charged to the capital column in the Income
Statement in order to reflect the Directors' estimated long-term view of the
nature of the investment return of the Group.
Borrowing costs
Borrowing costs directly attributable to the acquisition or construction of
property are added to the costs of those assets until such time as the assets
are substantially ready for their intended use. All other borrowing costs are
recognised in the income statement in the period in which they are incurred.
Taxation
The Company is exempt from Guernsey taxation on income derived outside of
Guernsey and bank interest earned in Guernsey under the Income Tax (Exempt
Bodies) (Guernsey) Ordinance, 1989. A fixed annual fee of £600 is payable to the
States of Guernsey in respect of this exemption. No charge to Guernsey taxation
arises on capital gains. The Group is liable to foreign tax arising on
activities in the overseas subsidiaries. The company has subsidiary operations
in Luxembourg, Belgium, France and Spain.
The tax expense represents the sum of the tax currently payable and deferred
tax.
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from net profit as reported in the income statement because it
excludes items of income and expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The
Group's liability for current tax is calculated using prevailing tax rates.
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amount of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit, and is accounted for using the Balance Sheet liability method. Deferred
tax liabilities are generally recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible timing differences
can be utilised.
The carrying amount of deferred tax assets is reviewed at each balance sheet
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered. Deferred tax is calculated at the tax rates that are expected to
apply in the year when the liability is settled or the asset realised. Deferred
tax is charged or credited in the income statement, except when it relates to
items charged or credited directly to equity, in which case the deferred tax is
also dealt within equity.
Dividends
Dividends are recognised as a liability in the group's financial statements in
the period in which they become obligations of the Company.
Investment property
Investment property, which is property held to earn rentals and/or for capital
appreciation, is initially recognised at cost being the fair value of
consideration given including related transaction costs. After initial
recognition at cost, investment properties are carried at their fair values
based on quarterly professional valuations made by Knight Frank LLP. The
valuations are in accordance with standards complying with the Royal Institution
of Chartered Surveyors Approval and Valuation manual and the International
Valuation Standards Committee.
Gains or losses arising from changes in fair value of investment property are
included in the income statement for the period in which they arise. Properties
are treated as acquired when the Group assumes the significant risks and returns
of ownership and as disposed of when these are transferred to the buyer. When
the Group redevelops an existing investment property for continued future use as
an investment property, the property remains an investment property and is not
reclassified.
Transfers are made to investment property when there is a change in use,
evidenced by the end of owner occupation, commencement of an operating lease to
another party or completion of construction or development.
Transfers are made from investment property when, and only when, there is a
change in use, evidenced by commencement of owner occupation or commencement of
development with a view to sale.
For a transfer from investment property to owner occupied property, the deemed
cost of property for subsequent accounting is its fair value at the date of
change in use. If the property occupied by the Group as an owner occupied
property becomes an investment property, the Group accounts for such property in
accordance with the treatment under IAS 16 Property, Plant and Equipment up to
the date of change in use. For a transfer from development to investment
property, any difference between the fair value of the property at that date and
its previous carrying amount is recognised in the income statement. When the
Group completes the construction or development of a self-constructed investment
property, any difference between the fair value of the property at that date and
its previous carrying amount is recognised in the income statement.
Rental Guarantees
Rental guarantees received for vacant space acquired in a property acquisition
are shown as debtors from the date of the acquisition of the relevant property
and are excluded from the acquisition cost. Income received in relation to the
guarantees is credited against the debtor. The debtor is impaired for any
subsequent letting of the vacant space during the rental guarantee period.
Development Property
Development property which comprises buildings under construction includes
capitalised interest where applicable and is carried at cost or, if lower, net
realisable value. Cost includes all directly attributable third party
expenditure incurred.
Segmental reporting
The Directors are of the opinion that the Group is engaged in a single segment
of business being property investment business. It operates in a single
geographical segment (Europe) and the properties are let to commercial entities.
Share-based payments
The Group makes equity-settled share-based payments to certain advisers and
service providers. Equity-settled share-based payments are measured at fair
value as at the date of grant. The fair value determined at grant date is
expensed on a straight line basis over the vesting period, based on the Group's
estimate of the number of instruments that will eventually vest.
Investment in subsidiaries
Investments in subsidiaries are initially recognised and subsequently carried at
cost in the Company's financial statements less, where appropriate, provisions
for impairment.
Financial instruments
Financial assets and financial liabilities are recognised on the Group's balance
sheet when the Group becomes a party to the contractual provisions of the
instrument. The Group shall offset financial assets and financial liabilities if
the Group has a legally enforceable right to set off the recognised amounts and
interests and intends to settle on a net basis.
(a)Financial assets
The Group's financial assets fall into the categories discussed below, with the
allocation depending to an extent on the purpose for which the asset was
acquired. Although the Group uses derivative financial instruments in economic
hedges of currency and interest rate risk, it does not hedge account for these
transactions. The Group has not classified any of its financial assets as held
to maturity or as available for sale.
Unless otherwise indicated, the carrying amounts of the Group's financial assets
are a reasonable approximation of their fair values.
(a)(i) Loans and receivables
These assets are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. They arise principally through
rental leases with tenants (e.g. trade receivables and cash and cash
equivalents), but also incorporate other types of contractual monetary assets.
They are initially recognised at fair value plus transaction costs that are
directly attributable to the acquisition or issue and subsequently carried at
amortised cost using the effective interest rate method, less provision for
impairment.
The effect of discounting on these financial instruments is not considered to be
material.
Impairment provisions are recognised when there is objective evidence (such as
significant financial difficulties on the part of the counterparty or default or
significant delay in payment) that the Group will be unable to collect all of
the amounts due under the terms receivable, the amount of such a provision being
the difference between the net carrying amount and the present value of the
future expected cash flows associated with the impaired receivable. For trade
receivables, such impairments directly reduce the carrying amount of the
impaired asset and are recognised against the relevant income category in the
income statement.
Cash in banks and short term deposits are carried at cost and consist of cash in
hand and short term deposits in banks with an original maturity of three months
or less.
(a)(ii) Fair value through profit or loss
This category comprises only 'in the money' interest rate derivatives. They are
carried in the balance sheet at fair value with changes in fair value recognised
in the income statement. Other than these derivative financial instruments, the
Group does not have any assets held for trading nor has it designated any other
financial assets as being at fair value through profit or loss.
The fair value of the Group's interest rate derivatives is based on valuations
as described in note 16.
(a) (iii) De-recognition of financial assets
A financial asset (in whole or in part) is derecognised either:
• when the group has transferred substantially all the risks and rewards
of ownership; or
• when it has transferred nor retained substantially all the risks and
rewards and when it no longer has control over the asset or a portion of the
asset; or
• when the contractual right to receive cash flow has expired.
(b) Financial liabilities
The Group classifies its financial liabilities into one of two categories,
depending on the purpose for which the liability was issued and its
characteristics. Although the Group uses derivative financial instruments in
economic hedges of currency and interest rate risk, it does not hedge account
for these transactions.
Unless otherwise indicated, the carrying amounts of the Group's financial
liabilities are a reasonable approximation of their fair values.
(b)(i)Fair value through profit or loss
This category comprises only 'out-of-the-money currency swap derivatives'. They
are carried in the balance sheet at fair value with changes in fair value
recognised in the income statement. Other than currency swap derivative
financial instruments, the Group does not have any liabilities held for trading
nor has it designated any other financial liabilities as being at fair value
through profit or loss.
(b)(ii) Financial liabilities measured at amortised cost
Other financial liabilities include the following items:
• Trade payables and other short-term monetary liabilities, which are
initially recognised at fair value and subsequently carried at amortised cost
using the effective interest method.
• Bank borrowings are initially recognised at fair value net of
attributable transaction costs incurred. Such interest bearing liabilities are
subsequently measured at amortised cost using the effective interest rate
method.
(b) (iii) De-recognition of financial liabilities
A financial liability (in whole or in part) is derecognised when the Company or
Group has extinguished its contractual obligations, it expires or is cancelled.
Any gain or loss on de-recognition is taken to the income statement.
(c) Share Capital
Financial instruments issued by the Group are treated as equity only to the
extent that they do not meet the definition of a financial liability. The
Company's ordinary shares are classified as equity instruments. For the purposes
of the disclosures given in Note 25 the Group considers all its share capital,
share premium and all other reserves as equity. The Company is not subject to
any externally imposed capital requirements.
(d) Effective interest method
The effective interest method is a method of calculating the amortised cost of a
financial asset or liability and of allocating interest income or expense over
the relevant period. The effective interest rate is the rate that exactly
discounts estimated future cash receipts or payments (including all fees on
points paid or received that form an integral part of the effective interest
rate, transaction costs and other premiums or discounts) through the expected
life of the financial asset or liability, or, where appropriate, a shorter
period.
Significant accounting estimates and judgements
The Group makes estimates and assumptions concerning the future. The resulting
accounting estimate will, by definition, seldom equal the related actual
results. The estimates and assumptions that have a significant risk of causing a
material adjustment to the carrying amounts of assets and liabilities within the
next financial year are discussed below.
Estimates and judgements 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.
(a) Investment property
The gross property value is the amount for which an asset could be exchanged
between knowledgeable, willing parties in an arm's length transaction without
deduction for any associated transfer taxes, sales taxes, or other costs
normally borne by the seller. Transaction costs normally borne by the seller are
not deducted in arriving at gross property value, in accordance with IAS 40. The
fair value is calculated by deducting the costs normally borne by the purchaser
from the gross property value. Fair value is not intended to represent the
liquidation value of the property, which would be dependent upon the price
negotiated at the time of sale less any associated selling costs. The fair value
is largely based on estimates using property appraisal techniques and other
valuation methods as outlined below. Such estimates are inherently subjective
and actual values can only be determined in a sales transaction.
The Group's valuers derive the fair value by applying the methodology and
valuation guidelines as set out by the Royal Institution of Chartered Surveyors
in the United Kingdom in accordance with IAS 40. This approach is based on
discounting the future net income receivable from properties to arrive at the
net present value of that future income stream. Future net income comprises the
rent secured under existing leases, less any known or expected non-recoverable
costs and the current market rent attributable to future vacancy years. The
consideration basis for this calculation excludes the effects of any taxes. The
discount factors used to calculate fair value are consistent with those used to
value similar properties, with comparable leases in each of the respective
markets.
(b) Business combinations
Significant judgement is required when determining the appropriate method of
accounting for acquisitions of shares of a company owning property.
During the year the Group acquired 100% of the issued share capital of FTI SCI.
In the opinion of the Directors, the special purpose vehicle which itself owns
the investment property (the property at Nimes) does not qualify as a business
combination under the definition of IFRS 3 as the acquired entity did not carry
out any trade other than the ownership/operation of the property. Accordingly
this has been accounted for as a direct purchase of investment property and
associated net assets.
It is possible that an alternative interpretation would result in goodwill
arising on the acquisition of the investment property owning company.
(c) Income and deferred taxes
The Group is subject to income and capital gains taxes in numerous
jurisdictions. Significant judgement is required in determining the total
provision for income and deferred taxes. There are many transactions and
calculations for which the ultimate tax determination and timing of payment is
uncertain during the ordinary course of business. The Group recognises
liabilities for anticipated tax issues based on estimates of whether additional
taxes will be due. Where the final tax outcome of these matters is different
from the amounts that were initially recorded such differences will impact the
income and deferred tax provisions in the period in which the determination is
made.
(d) Fair value of derivative contracts
The Group estimates fair values of derivative contracts by reference to current
market conditions compared to the terms of the contracts using the results of an
appraisal process carried out by the contract counterparty.
3. Revenue
Group Company Group Company
2007 2007 2006 2006
£'000 £'000 £'000 £'000
Rental Income 13,681 - 2,405 -
Service and management charges 2,428 - 411 -
Interest from subsidiary companies - 5,272 - 2,328
Total 16,109 5,272 2,816 2,328
The above interest income arises from financial assets classified as loans and
receivables and has been calculated using the effective interest rate method.
The Group leases out all of its investment property under operating leases.
Leases are typically for terms of standard institutional 3/6/9 years in France
and 5 + 5 years in Spain. At the Balance Sheet date, using the exchange rate
prevailing at the balance sheet date, the Group had contracted with tenants for
the following future minimum lease payments:
2007 2006
£'000 £'000
Within one year 17,944 11,974
In the second to fifth years inclusive 51,981 38,140
After five years 32,875 39,136
Total 102,800 89,250
4. Finance Income
2007 2007 2006 2006
£'000 £'000 £'000 £'000
Group Company Group Company
Bank interest 1,128 425 4,324 4,100
Foreign exchange gains 1,500 10,533 - -
Net gains on financial assets held at 754 - - -
fair value through profit and loss (note 5)
Total 3,382 10,958 4,324 4,100
The above interest income arises from financial assets classified as loans and
receivables (including cash and cash equivalents) and has been calculated using
the effective interest rate method.
5. Net gains and losses on financial assets and liabilities at fair value
through profit and loss
2007 2007 2006 2006
£'000 £'000 £'000 £'000
Group Company Group Company
Net change in unrealised appreciation
on financial assets held at fair value
though profit or loss
Interest rate swap 754 - - -
Net change in unrealised depreciations
on financial liabilities held at fair
value through profit or loss
Currency swaps (8,251) - (1,668) -
Net realised gains on financial
liabilities held at fair value through
profit or loss
Currency swaps - interest received 7,597 - - -
Currency swaps - interest paid (6,818) - - -
Net income from currency swaps 779 - - -
Net loss on financial assets and (6,718) - (1,668) -
liabilities at fair value through
profit or loss
6. Administration costs
2007 2007 2006 2006
£'000 £'000 £'000 £'000
Group Company Group Company
Investment manager fees 2,610 875 1,557 996
Accounts and administrative fees 199 115 195 121
Non-executive Directors fees 110 110 127 127
Auditors' remuneration for audit services 78 58 62 37
Other professional fees 908 1,233 315 1,027
Staff costs 11 - 11 -
Depreciation 4 - 4 -
Total 3,920 2,391 2,271 2,308
The Group has one employee. The Directors are the only key management personnel
of the Group.
7. Finance costs
2007 2007 2006 2006
£'000 £'000 £'000 £'000
Group Company Group Company
Bank loan interest (gross) 5,541 - 106 -
Interest capitalised (141) - - -
Loan fee amortisation 270 - 3 -
Foreign exchange loss - - 45 1,708
Net losses on financial liabilities at 7,472 - 1,668 -
fair value through the profit and loss (note 5)
Other charges 38 3 11 2
Total 13,180 3 1,833 1,710
The above finance costs arise on financial liabilities measured at amortised
cost using the effective interest rate method. In accordance with the Group's
accounting policies certain borrowing costs have been capitalised, as disclosed
in note 14.
8. Taxation
(a) Taxation on profit on ordinary activities
Company
The Company is exempt from taxation under the provisions of the Income Tax
(Exempt Bodies) (Guernsey) Ordinance, 1989.
Group
The Group's tax expense for the year comprises:
2007 2006
£'000 £'000
Group Group
Deferred taxation
France 5,623 -
Spain - -
5,623 -
Tax expense reconciliation
Profit/(loss) for the year/period 11,668 (2,715)
Less: Income not taxable (6,669) (6,613)
Add: Expenditure not taxable 13,749 2,513
Add: Un-provided deferred tax asset movement (2,210) 6,815
Total 16,538 -
Tax at domestic rates applicable to profits in the country concerned
2007 2006
£'000 £'000
Group Group
French taxation at 34% 5,623 -
Spanish taxation at 35% - -
(b) Deferred taxation
The following are the major deferred tax liabilities and assets recognised by
the Group and movements thereon.
Revaluation of Accelerated tax Tax Losses Interest rate Total
Investment depreciation swap
Properties
£'000 £'000 £'000 £'000 £'000
At 16 November 2005 - - - - -
Charge to Income (1,561) 3,201 (1,640) - -
At 31 December 2006 (1,561) 3,201 (1,640) - -
Charge to Income 4,376 4,142 (3,165) 270 5,623
At 31 December 2007 2,815 7,343 (4,805) 270 5,623
Certain deferred tax assets and liabilities have been offset. The following is
the analysis of the deferred tax balances (after offset) for financial reporting
purposes available for offset against future profits.
2007 2006
£'000 £'000
Deferred tax liabilities 10,428 3,200
Deferred tax assets (4,805) (3,200)
5,623 -
At the balance sheet date the company has unused tax losses of £17.5 million
(2006:£10.9 million) .A deferred tax asset has been recognised in respect of
£14.1 million of such losses (2006: £4.8 million). Due to the unpredictability
of future taxable profits the Directors believe it is not prudent to recognise
deferred tax assets in respect of the remaining losses.
9. Dividends
The Company now pays dividends quarterly. Dividends paid during the year were
£3,187,500 (2.5 pence per share) in relation to the period ended 31 December
2006 and £3,825,000 (3 pence per share) in relation to the six months to June
2007. A quarterly dividend of £1,905,000 (1.5 pence per share) for the quarter
ended 30 September 2007 was paid in January 2008; this dividend has not been
included in these Financial Statements. It is intended to distribute another
dividend of 1.5 pence per share for the final quarter of 2007 taking the total
dividend for the year to 6 pence per share for 2007; this dividend has not been
included in these Financial Statements. In December 2007, 500,000 shares were
bought back by the Company with an additional tranche of 9.5 million purchased
in January 2008.
10. Earnings per share
The calculation of the basic and diluted earnings per share is based on the
following data:
1 January 2007 1 January 2007 16 November 2005 16 November 2005
to to to to 30 June 2006
31 December 30 June 2007 31 December 2006
2007
Earnings per income statement 6,045 9,487 (2,108) 2,106
Basic earnings per share 4.7p 7.4p (1.7p) 1.7p
Earnings per income statement 6,045 9,487 (2, 108) 2,106
Revaluation gains/(losses) in (12,231) (8,313) 5,250 -
investment properties
Mark to market of currency swaps 8,251 1,813 1,668 -
Mark to market of interest (754) (2,756) - -
rate swaps
Deferred taxation 5,623 2,640 - -
Investment Manager's fee (capital) 783 346 269 19
Rental guarantee income 292 - - -
Minority interest (capital) - - (580) -
Adjusted earnings 8,009 3,217 4,499 2,125
Adjusted earnings per share 6.3p 2.5p 3.7p 1.7p
Weighted average number of 127,486 127,500 122,098 125,000
ordinary shares
The adjusted earnings are presented to provide what the Company believes is a
more appropriate assessment of the operational income accruing to the Group's
activities. Hence, the Company adjusts basic earnings for income and costs which
are not of a recurrent nature or which may be more of a capital nature.
The Group has the following instruments which could potentially dilute basic
earnings per share in the future:
31 December 2007 31 December 2006
Warrants 6,375,000 6,375,000
Options 3,825,000 3,825,000
The Company purchased 500,000 ordinary shares for cancellation on 20 December
2007. In January 2008, a further 9,500,000 shares were bought back for
cancellation.
11. Net asset value per share
31 December 30 June 2007 31 December 2006 30 June 2006
2007
Net asset value (£'000) 123,269 121,300 115,082 121,846
Net asset value per share 97.1p 95.1p 90.3p 97.5p
Net asset value (£'000) 123,269 121,300 115,082 121,846
Mark to market of currency hedge* (994) 3,496 1,668 -
Mark to market of interest rate swaps (813) (2,756) - -
Deferred taxation 5,623 2,640 - -
Adjusted net asset value 127,085 124,680 116,750 121,846
Net asset value per share (adjusted) 100.1p 97.8p 91.6p 97.5p
Number of ordinary shares (000's) 127,000 127,500 127,500 125,000
* The mark to market of the currency hedge necessarily includes both a movement
in relation to currency fluctuation and also a movement due to relative future
interest rates. For the purpose of providing an adjusted net asset value the
element of valuation in relation to the interest rates is included as an
adjustment; the intention is to hold the instruments to maturity at which point
this element will have unwound.
The adjusted net assets are presented to provide what the Company believes is a
more relevant assessment of the Group's net asset position. The Company has
determined that certain fair value and accounting requirements may not be
realisable in the longer term.
12. Investment in subsidiary undertakings
A list of the significant investments in subsidiaries, including the name,
country of incorporation and the proportion of ownership interest is given
below.
Name of subsidiary undertaking Class of share % of class Country of Principal
held with incorporation activity
voting rights
Alpha Pyrenees Luxembourg SARL Ordinary 100% Luxembourg Holding
company
Alpha Pyrenees Luxembourg No 2 SARL Ordinary 100% Luxembourg Holding
company
Alpha Pyrenees Belgium SA Ordinary 100% Belgium Holding
company
Alpha Pyrenees Trust Finance Ordinary 100% Guernsey Finance
Company Limited company
Alpha Pyrenees Evreux SARL Ordinary 100% France Holding
company
Alpha Pyrenees Evreux SCI Ordinary 100% France Property
investment
Alpha Pyrenees Athis Mons SARL Ordinary 100% France Holding
company
Alpha Pyrenees Athis Mons SCI Ordinary 100% France Property
investment
Alpha Pyrenees Offices SARL Ordinary 100% France Holding
company
Alpha Pyrenees Offices SCI Ordinary 100% France Property
investment
Alpha Pyrenees Spain SLU Ordinary 100% Spain Property
investment
Alpha Pyrenees Alcala SLU Ordinary 100% Spain Property
investment
Alpha Pyrenees Ecija SLU Ordinary 100% Spain Property
investment
Alpha Pyrenees Nozay SARL Ordinary 100% France Holding
company
Alpha Pyrenees Nozay SCI Ordinary 100% France Property
investment
Alpha Pyrenees Aubergenville SARL Ordinary 100% France Property
investment
FTI SCI Ordinary 100% France Property
investment
On 15 February 2007, the Company exercised a call option to acquire the minority
interest in Alpha Pyrenees Nozay LP from IPGL. The Company now owns 100% of a
77,180 square metre business park on the outskirts of Paris. The Group's
investment properties are held by its subsidiary undertakings and the Company
has made loans to the following as at 31 December 2007.
2007 2007 2007 2006 2006 2006
Interest Non-interest Total Interest Non-interest Total
bearing bearing £'000 bearing bearing £'000
£'000 £'000 £'000 £'000
Current 2,625 9,706 12,331 10,091 15,399 25,490
Non-current 103,457 - 103,457 90,023 - 90,023
Total 106,082 9,706 115,788 100,114 15,399 115,513
The loans are denominated in Euros, unsecured and are subject to a range of
interest rates, fixed for the term of the relevant loan. At 31 December 2007 the
weighted average interest rate was 5.23% (2006:5.23%). Loans amounting to £39.2m
(2006:£16.6m), in addition to bearing interest, carry a profit share entitlement
of 20% of the EBITDA in the relevant subsidiary.
13. Investment properties
2007 2006
£'000 £'000
Market value of investment properties at 1 January 176,509 -
Acquisitions during the year/period at cost 62,158 181,699
Adjustment for rental guarantees recognised as debtors (2,082) -
Fair value adjustment in the year/period 12,231 (5,250)
Effect of foreign exchange 22,130 60
Market value of investment properties at 31 December 270,946 176,509
Valuation per Knight Frank LLP of investment properties 271,897 176,509
Adjustment for rental guarantees (951) -
Market value of investment properties at 31 270,946 176,509
December
The fair value of the Group's investment properties at 31 December 2007 and 31
December 2006 has been arrived at on the basis of valuations carried out at that
date by Knight Frank LLP, independent valuers not connected to the Group. The
valuation basis has been market value as defined by the Royal Institution of
Chartered Surveyors Approval and Valuations Standards.
The approved RICS definition of market value is the 'estimated amount for which
a property should exchange on the date of valuation between a willing buyer and
a willing seller in an arm's length transaction after proper marketing wherein
the parties had each acted knowledgeably, prudently and without compulsion.'
The Group has pledged a number of its investment properties to secure banking
facilities granted to the Group (note 19).
14. Development Property
2007 2006
£'000 £'000
At 1 January - -
Development costs incurred in year/period 2,233 -
Borrowing cost capitalised 33 -
Effect of foreign exchange 175 -
At 31 December 2,441 -
15. Categories of financial assets and liabilities
Financial assets at fair value Loans and receivables
through P/L
Notes Group Company Group Company Group Company Group Company
2007 2007 2006 2006 2007 2007 2006 2006
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Current financial
assets
Trade and other 17 - - - - 17,623 1,754 27,084 34
receivables
Cash and cash - - - - 34,430 10,726 18,575 6,941
equivalents
Amounts 12 - - - - - 12,331 - 25,490
receivable from
subsidiary
undertakings
Total current - - - - 52,053 24,811 45,659 32,465
financial assets
Non-current
financial assets
Interest rate 16 813 - - - - - - -
swap
Amounts 12 - - - - - 103,457 - 90,023
receivable from
subsidiary
undertakings
Total non-current 813 - - - - 103,457 - 90,023
financial assets
Total financial 813 - - - 52,053 128,268 45,659 122,488
assets
Financial liabilities at fair value Financial liabilities measured at
through P/L amortised cost
Notes Group Company Group Company Group Company Group Company
2007 2007 2006 2006 2007 2007 2006 2006
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Current financial
liabilities
Trade and other 18 - - - - 5,722 788 17,761 1,372
payables (excluding
deferred income)
Bank borrowings 19 1,073 - 124 -
Total current - - - - 6,795 788 17,885 1,372
financial liabilities
Non-current financial
liabilities
Currency swaps 16 9,919 - 1,668 - - - - -
Bank borrowings 19 - - - - 176,033 - 81,808 -
Rent Deposits - - - - 2,292 - 1,285 -
Total 9,919 - 1,668 - 178,325 - 83,093 -
non-current
financial
liabilities
Total financial 9,919 - 1,668 - 185,120 788 100,978 1,372
liabilities
The Company has pledged, as part of the security package on the bank borrowings,
a number of subsidiary bank accounts and shares.
16. Financial assets and liabilities held at fair value through the profit or loss
Group Company Group Company
2007 2007 2006 2006
£'000 £'000 £'000 £'000
Non-current assets
Interest rate swaps 813 - - -
Non-current liabilities
Currency swap - a (7,412) - (1,668) -
Currency swap - b (2,507) - - -
(9,919) - (1,668) -
Total (9,106) - (1,668) -
Interest rate swap
The Company is required under the financing agreements with Barclays to fix the
rate at which it borrows over the duration of each loan. The Company has agreed
a fixed interest rate with Barclays Bank plc at each loan draw-down.
The bank has undertaken a variable to fixed rate swap with a third party. The
Company is not party to the swap agreement but via the financing agreement the
Company has all the risks and rewards of the swap as should the loan be repaid
early the company would be required to pay the swap break costs or,
alternatively accrue a swap benefit as a capital reduction depending on the
value of the underlying swap at that point in time.
The interest rate swap is valued by reference to the bank's redemption notice of
amounts due if the Company repaid it's borrowings at the balance sheet date; the
Directors consider this to represent fair value.
Currency swap
The Group uses currency derivatives to hedge significant future foreign currency
transactions and cash flows to safeguard the equity investments of shareholders
against significant adverse movements between Sterling and Euros.
a) On 13 October 2006, Alpha Pyrenees Trust Finance Company Limited ('Alpha
Finance'), a wholly owned subsidiary of the Company, entered into a currency
swap with Barclays Bank Plc. Under the terms of this agreement, Alpha Finance
will pay Barclays Bank Plc €130.1 million and Barclays Bank Plc will pay Alpha
Finance £87.6 million on 16 October 2013. ln addition, there are quarterly
periodic payments in February, May, August and October of each year starting on
16 February 2007 and ending 16 October 2013. On these dates Barclays Bank Plc
will pay Alpha Finance an amount equal to 7 per cent per annum on £87.6 million
and Alpha Finance will pay Barclays Bank Plc an amount equal to 6 per cent per
annum on €130.1 million.
b) On 18 January 2007, Alpha Finance entered into a further currency swap with
Barclays Bank Plc. Under the terms of this swap, Alpha Finance will pay Barclays
Bank Plc €33 million and Barclays Bank Plc will pay Alpha Finance £21.6 million
on 16 October 2013. In addition, there are quarterly periodic payments in
February, May, August and November of each year starting on 16 February 2007 and
ending on 16 October 2013. On these dates Barclays Bank Plc will pay Alpha
Finance an amount equal to 7 per cent per annum on £21.6 million and Alpha
Finance will pay Barclays Bank Plc an amount equal to 5.9725 per cent per annum
on €33 million.
A total amount of €7.5 million has been pledged as collateral to Barclays Bank
Plc to support both the 13 October 2006 and 18 January 2007 swaps.
The fair value of the currency swap contracts is determined by reference to the
valuation process carried out by the contractual counterparty.
17. Trade and other receivables
Group Company Group Company
2007 2007 2006 2006
£'000 £'000 £'000 £'000
Trade receivables 5,132 - 612 -
Bank interest receivable 50 - 185 -
Prepayments 231 19 127 34
Rental guarantees 1,929 - - -
Other debtors 10,281 1,735 17,712 -
VAT recoverable - - 8,448 -
Total 17,623 1,754 27,084 34
During the year trade receivables over six months old of £163k have been
provided against. The provision is recognised in the income statement. The
directors consider that the carrying amount of trade and other receivables
approximates to their fair value. Note 25 on credit risks provides an ageing of
trade receivables.
Rental guarantees are contractual agreements specifically referred to in the
relevant property sale and purchase agreements under which the vendor provides a
guarantee (normally by way of an escrowed bank account deposit) for units within
the acquired property which are currently vacant. During the year the Group
booked a total of £2.2m of guarantees against which £0.3m of income has been
received.
Included in other debtors is collateral of £5.5 million (2006: £2.1 million)
held with Barclays Bank plc in relation to the currency swap (note 16).
18. Trade and other payables
Group Company Group Company
2007 2007 2006 2006
£'000 £'000 £'000 £'000
Trade creditors 2,343 196 49 44
Deferred income 2,339 - 37
Property acquisition costs payable 1,535 - 6,155 -
Investment Manager's fee payable 134 - 520 -
VAT Payable 672 - - -
Share buy back 400 - - -
Accruals 638 592 1,664 1,328
Deferred property acquisition costs - - 9,373 -
Total 8,061 788 17,798 1,372
Trade creditors and accruals primarily comprise amounts outstanding for trade
purchases and ongoing costs. The group has financial risk management policies in
place to ensure that all payables are paid within the credit time frame. The
directors consider that the carrying amount of trade payables approximates to
their fair value.
19. Bank borrowings
Group Company Group Company
2007 2007 2006 2006
£'000 £'000 £'000 £'000
Current liabilities: Interest payable 1,073 - 124 -
Non-current liabilities - Bank 176,033 - 81,808 -
borrowing
Total liabilities 177,106 - 81,932 -
The borrowings are repayable as follows:
Interest payable 1,073 - 124 -
On demand or within one year - - - -
In the second to fifth years inclusive - - - -
After five years 176,033 - 81,808 -
177,106 - 81,932 -
Further loans of €120.1 million have been drawn-down during the year against the
French loan facility (which was entered into on 21 December 2006). Borrowings
are secured over the shares in the Company's operating subsidiaries and
mortgages over properties with a total value of €321.7 million representing a
loan to value of 68.7%. The loan facility is to be repaid on 10 February 2015.
On 21 December 2007, the Group entered into a new loan facility for financing
Spanish properties totalling €22.7m. The total facility was drawn-down before
year end. Loans drawn down on the facility are secured over the shares in the
Company's operating subsidiaries and mortgages over properties with a total
value of €30.7 million representing a loan to value of 74%. The loan facility is
to be repaid on 10 February 2013.
The interest rates on the loans drawn to date are fixed rates for the duration
of each loan. The weighted average interest rate at the balance sheet date was
5.24% (2006:5.05%).
20. Share capital
Number of shares
At 1 January 2007 127,500,000
Shares cancelled during the year (500,000)
At 31 December 2007 127,000,000
The authorised share capital is unlimited. The Company carries one class of
shares which carry no right to fixed income. All ordinary shares have nil par
value. There have been no shares issued during the year.
The company purchased 500,000 shares on 21 December 2007 for cancellation at an
average price of 80 pence per share. The cost of the share buy-back has been
taken against reserves. In January 2008 a further 9.5m shares were purchased by
the Company for cancellation at an average price of 82 pence per share.
21. Reserves
The movements in the reserves for the Group and the Company are shown in the
statements of changes in equity above.
Share premium account
On 10 July 2006 the Company issued 2,500,000 ordinary shares of no par value at
a premium of £1 per share.
Special reserve
On 9 December 2005, the Royal Court of Guernsey confirmed the reduction of
capital by way of cancellation of the amount standing to the credit of its share
premium account on that date. The amount was transferred to the special reserve.
The special reserve is a distributable reserve to be used for all purposes
permitted under Guernsey company law, including the buy- back of shares and
payment of dividends.
Warrant reserve
The warrant reserve contains the fair value of share-based payments in respect
of the warrants issued to the Investment Manager but not exercised.
Translation reserve
The translation reserve contains exchange differences arising on consolidation
of the Group's overseas operations.
Capital reserve
The capital reserve contains gains and losses on the disposal of investment
properties, and increases and decreases in the fair value of the Group's
investment properties and currency swap derivative financial instruments,
together with expenses allocated to capital.
Revenue reserve
Any surplus arising from net profit after tax is taken to this reserve, which
may be utilised for the buy-back of shares and payment of dividends.
22. Share based payments
a) Warrants
> During 2005, the Company issued warrants to the Investment Manager pursuant to
which it has been granted the right to subscribe for 6,375,000 ordinary shares
in the company at an exercise price of £1 per share. Such warrants can be
exercised at any time up to and including 29 November 2010. The warrant
instrument provides that the holder of the warrant may from time to time
transfer all or some of its warrants to third parties. No warrants have been
exercised during the year. The weighted average exercise price of outstanding
warrants at 31 December 2007 was £1 (2006: £1) with a weighted average remaining
contractual life of 3 years.
The fair value of the warrants at grant date was measured as £130,043.
b) Incentive options
In order to incentivise the Investment Manager, the Company has granted options
to it to acquire up to 3,825,000 ordinary shares. The options vest in three
tranches of equal amounts over a three year period ending on the third, fourth
and fifth anniversaries of admission of the shares to the Official List of the
UKLA subject to a cumulative shareholder return performance criteria of 10% per
annum (50% vesting) and 12% per annum (100% vesting) having been met over a
period of the preceding three years for each tranche respectively.
Once vested the options are exercisable during the subsequent seven year period.
Number of options Expiry Price
1,275,000 29 November 2015 100p
1,275,000 29 November 2016 100p
1,275,000 29 November 2017 100p
The directors have assessed the fair value of the option granted and consider it
to be immaterial in relation to the activities of the Company and its Group. The
weighted average exercise price of outstanding options at 31 December 2007 was
£1 (2006: £1) with a weighted average remaining contractual life of 9 years.
c) Share based payments
The Company recognised no sare basehd payment expenses for the year end 2007
(2006: £130,043). As noted above the Company recognised a charge in 2006 for the
warrants issued to the Investment Manager; this charge was taken to the Share
premium account.
23. Events after the balance sheet date
In January 2008 the Company bought back a further 9,500,000 shares for
cancellation at an average price of 82 pence per share; this taking the total to
10,000,000 in all. There is no current intention to buy-back further shares.
24. Related party transactions
Parties are considered to be related if one party has the ability to control the
other party or exercise significant influence over the other party in making
financial or operational decisions. Alpha Real Capital LLP is the Investment
Manager to the Company under the terms of the Investment Manager Agreement and
is thus considered a related party of the Company.
Transactions between the Company and its subsidiaries, which are related
parties, have been eliminated on consolidation and are not disclosed in this
note.
The Investment Manager is entitled to receive a fee from the Group at an annual
rate of 1 per cent of the gross assets of the Group, payable quarterly in
arrears. The Investment Manager is also entitled to receive an annual
performance fee calculated with reference to total shareholder return ('TSR'),
whereby the fee is 20 per cent of any excess over an annualised TSR of 12 per
cent and then a further 15 per cent of any excess over 20 per cent. Details of
the investment management fees for the current accounting period are shown in
note 6 and any balances outstanding are disclosed separately in note 18.
The Directors of the Company received fees for their services and further
details are provided in the Directors' Report. The total charge fees are shown
in note 6 and separately disclosed in the Director's report.
Alpha Real Capital Singapore Pte Limited, being a wholly owned subsidiary of the
Investment Manager, held 1,490,000 shares at year end in the Company.
The following, being partners of the Investment Manager holds the following
shares in the Company at 31 December 2007.
Number of shares held
Sir John Beckwith 2,143,600
P. Rose 375,000
B. Bauman 50,000
M. Johnson 26,400
S. Wilson 5,000
Phillip Rose is the CEO and a partner of the Investment Manager. Paul Cable,
being the Investment Manager's Fund Manager responsible for the Trust's
investments, holds 20,000 shares in Alpha Pyrenees Trust Limited.
25. Financial instruments risk exposure and management
In common with all other businesses, the Group is exposed to risks that arise
from its use of financial instruments. This note describes the Group's
objectives, policies and processes for managing those risks and the methods used
to measure them. Further quantitative information in respect of these risks is
presented throughout these financial statements.
There have been no substantive changes in the Group's exposure to financial
instrument risks, its objectives, policies and processes for managing those
risks of the methods used to measure them from previous periods unless otherwise
stated in this note.
Principal financial instruments
The principal financial instruments used by the Group and Company, from which
financial instrument risk arises, are as follows:
• Amounts receivable from subsidiary undertakings
• Trade and other receivables
• Cash and cash equivalents
• Trade and other payables
• Rental deposits
• Derivative financial instruments
• Bank borrowings
General objectives, policies and processes
The Board has overall responsibility for the determination of the Group's risk
management objectives and policies and, whilst retaining ultimate responsibility
for them, it has delegated the authority for designing and operating processes
that ensure the effective implementation of the objectives and policies to the
Group's finance function.
The overall objective of the Board is to set polices that seek to reduce risk as
far as possible without unduly affecting the Group's competitiveness and
flexibility. The above financial risk management policies apply equally to the
Group and the Company. Further details regarding these policies are set out
below:
Credit risk
Credit risk arises when a failure by counter parties to discharge their
obligations could reduce the amount of future cash inflows from financial assets
on hand at the balance sheet date.
a) Group
The Group's credit risk principally arises from cash and cash equivalents as
well as credit exposures with respect to tenants including other receivables. In
the event of a default by an occupational tenant, the Group will suffer a rental
shortfall and incur additional costs, including legal expenses in maintaining,
insuring and re-letting the property until it is re-let. General economic
conditions may affect the financial stability of tenants and prospective tenants
and/or demand for and value of real estate assets. A property advisor monitors
the tenants in order to anticipate, and minimise the impact of, default by
occupational tenants. Where possible, tenants risk is mitigated through rental
guarantees.
The Group policy is to maintain its cash and cash equivalent balances with a
reasonable diversity of banks. The Group monitors the placement of cash balances
on an ongoing basis and has policies to limit the amount of credit exposure to
any financial institution.
Trade receivables that are less than six months past due are not considered
impaired. The ageing of trade receivables is as follows:
2007 2006
£'000 £'000
0 to 6 months 5,132 612
Over 6 months - -
5,132 612
A significant element of the debt is owed by third party managing agents (CBRE/
Cushman and Wakefield) as part of the regular cycle of collecting debts from
tenants; these amounts represent cash received by the agent not yet remitted to
the relevant companies and are in this respect very secure and remitted just
after the year end.
b) Company
The Company's credit risk principally arises from cash and cash equivalents and
amounts receivable from subsidiaries. The Company follows the same Group policy
with regards to diversification of banking arrangements. Amounts receivable from
subsidiaries are of mainly a long term nature and the loans are monitored on a
regular basis.
c) Maximum exposure
The Group's and Company's maximum exposure to credit risk by class of financial
instrument is shown below:
Group Group Company Company Group Group Company Company
2007 2007 2007 2007 2006 2006 2006 2006
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Carrying Maximum Carrying Maximum Carrying Maximum Carrying Maximum
Value Exposure Value Exposure Value Exposure Value Exposure
Amounts owed by - - 115,788 115,788 - - 115,513 115,513
subsidiary undertakings
Trade and other 17,623 15,331 1,754 1,754 27,084 25,799 34 34
receivables
Cash and cash equivalents 34,430 34,430 10,726 10,726 18,575 18,575 6,941 6,941
Financial assets at fair 813 813 - - - - - -
value through profit or loss
Total 52,866 50,574 128,268 128,268 45,659 44,374 122,488 122,488
Liquidity risk
Liquidity risk is the risk that arises when the maturity of assets and
liabilities does not match. An unmatched position potentially enhances
profitability, but can also increase the risk of losses. The Group and Company
has procedures with the object of minimising such losses such as maintaining
sufficient cash and other highly liquid current assets and by having available
an adequate amount of committed credit facilities. Cash and cash equivalents are
placed with financial institutions on a short term basis reflecting the Group's
and Company's desire to maintain a high level of liquidity in order to enable
timely completion of investment transactions.
a) Group
The following table illustrates the contractual maturity analysis of the Group's
financial liabilities and derivative financial assets and liabilities that must
be settled gross based, where relevant, on balance sheet interest rates and
exchange rates prevailing at the balance sheet date.
Within 1 year 1-2 years 2-5 years 5-10 years Over 10 years Total
2007 £'000 £'000 £'000 £'000 £'000 £'000
Trade and other 5,722 - - - - 5,722
payables (excluding
deferred income)
Rent Deposits 435 229 504 1,124 - 2,292
Bank Borrowings 1,073 - - 176,033 - 177,106
Derivative financial
instruments at fair
value through the
profit or loss
- Cash Outflows 7,172 6,847 18,849 98,356 - 131,224
- Cash Inflows (7,482) (7,097) (19,325) (87,401) - (121,305)
6,920 (21) 28 188,112 - 195,039
2006
Trade and other 17,761 - - - - 17,761
payables( excluding
deferred income)
Rent Deposits 244 129 282 630 - 1,285
Bank Borrowings 124 - - 81,808 - 81,932
Derivative financial
instruments at fair
value through the
profit or loss
- Cash Outflows 2,595 5,087 14,043 76,267 97,992
- Cash Inflows (2,960) (5,745) (15,465) (72,154) (96,324)
17,764 (529) (1,140) 86,551 - 102,646
b) Company
The Company only has trade payables and other payables which are payable within
one year.
Market risk
a) Foreign exchange risk
The Group operates in Europe and is exposed to foreign exchange risk arising
from various currency exposures, primarily with respect to Sterling and Euros.
Foreign exchange risk arises from future commercial transactions, recognised
monetary assets and liabilities and net investments in foreign operations.
The group has entered into currency swaps to safeguard the equity investments of
shareholders against significant adverse movements between Sterling and Euros.
Details of the currency swap are as disclosed in note 16.
The tables below summarise the Group's and Company's exposure to foreign
currency risk at 31 December 2007 and 31 December 2006. The Group's and
Company's assets and liabilities at carrying amounts are included in the table,
categorised by the currency at their carrying amount.
Notes Group Group Group Company Company Company 2007
2007 2007 2007 2007 2007 Total
Total £'000
£'000 £'000 £'000 £'000 £'000
€ £ € £
Current financial assets
Trade and other 17 15,869 1,754 17,623 - 1,754 1,754
receivables
Cash and cash 28,920 5,510 34,430 5,758 4,968 10,726
equivalents
Amounts receivable 12 - - - 12,331 - 12,331
from subsidiary
undertakings
Non-current financial
assets
Interest rate swaps 16 813 - 813 - - -
Amounts receivable 12 - - - 103,457 - 103,457
from subsidiary
undertakings
Total financial 45,602 7,264 52,866 121,546 6,722 128,268
assets
Current financial
liabilities
Trade and other 18 5,074 648 5,722 268 520 788
payables (excluding
deferred income)
Bank borrowings 19 1,073 - 1,073 - - -
Non-current financial
liabilities
Currency swaps 16 9,919 - 9,919 - - -
Bank borrowings 19 176,033 - 176,033 - - -
Rent deposits 2,292 - 2,292 - - -
Total financial 194,391 648 195,039 268 520 788
liabilities
Net balance sheet (148,789) 6,616 (142,173) 121,278 6,202 127,480
currency position
Notes Group Group Group Company Company Company 2006
2006 2006 2006 2006 2006 Total
Total £'000
£'000 £'000 £'000 £'000 £'000
€ £ € £
Current financial assets
Trade and other 17 27,050 34 27,084 - 34 34
receivables
Cash and cash 12,166 6,409 18,575 532 6,409 6,941
equivalents
Amounts receivable 12 - - - 25,490 25,490
from subsidiary
undertakings
Non-current financial
assets
Amounts receivable 12 - - - 90,023 - 90,023
from subsidiary
undertakings
Total financial 39,216 6,443 45,659 116,045 6,443 122,488
assets
Current financial
liabilities
Trade and other 18 15,430 2,331 17,761 - 1,372 1,372
payables (excluding
deferred income)
Bank borrowings 19 124 - 124 - - -
Non-current financial
liabilities
Currency swaps 16 1,668 - 1,668 - - -
Bank borrowings 19 81,808 - 81,808 - - -
Rent deposits 1,285 - 1,285 - - -
Total financial 100,315 2,331 102,646 - 1,372 1,372
liabilities
Net balance sheet (61,099) 4,112 (56,987) 116,045 5,071 121,116
currency position
The Group's policy is, where possible, to allow group entities to settle
liabilities denominated in their functional currency (primarily Euros or
Sterling) with the cash generated from their own operations in that currency.
As described in Note 16, a currency swap derivative has been entered into to
protect, to an extent, the sterling equity invested from fluctuations in the
Euro exchange rate. As the property portfolio is acquired and mortgaged in Euros
the swap is designed to provide some certainty on the net equity invested and
also provide some hedge on the Euro income generated on these properties. The
Group, therefore, considers it appropriate from a risk perspective to review an
exposure on the net current assets and cash not forming part of the invested
equity. For illustrative purposes, therefore, the effect of a strengthening of
the Euro by 5 cents would increase Group net current assets by £1.5 million
(2006: £0.8 million). A weakening of the Euro by 5 cents would decrease net
Group assets by £1.4 million (2006: £0.8 million).
On a Company only level the foreign exchange sensitivities are necessarily
greater given the large intercompany loan book. For illustrative purposes, a
strengthening of the Euro by 5 cents would increase the Company net assets by
£4.6m (2006: £4m). A weakening of the Euro by 5 cents would decrease the Company
net assets by £4.3 million (2006:£3.8 million).
b)Cash flow and fair value interest rate risk
The Group's and Company's interest rate risk arises from the following financial
assets and liabilities.
Interest Rate Profile Weighted average interest rate
Group Group Company Company
As at 31 December 2007 2007 2007 2007 2007
% £'000 % £'000
Financial assets at fair value
through profit or loss
Derivative financial assets
Non-interest bearing - 813 - -
Loans and receivables
Trade and other receivables
Non-interest bearing - 9,223 - 1,754
Variable 4.36% 8,400 -
Cash and cash equivalents
Non-interest bearing - 1,249 -
Variable 3.88% 33,181 4.50% 10,726
Amounts receivable from
subsidiaries
Non-interest bearing - 13,439
Fixed 5.23% 103,457
Financial liabilities at fair
value through profit or loss
Derivative financial
liabilities
Fixed -payable 5.99% 120,192 - -
Fixed - receivable 7.00% 109,200 - -
Financial liabilities carried
at amortised cost
Bank borrowings
Non-interest bearing 1,073
Fixed 5.24% 176,033 - -
Financial liabilities carried
at amortised cost
Trade and other payables
Non-interest bearing - 5,722 - 788
Rent deposits
Non-interest bearing - 2,292
Interest Rate Profile Weighted average interest rate
Group Group Company Company
As at 31 December 2006 2006 2006 2006 2006
% £'000 % £'000
Loans and receivables
Trade and other receivables
Non-interest bearing - 15,526 - 34
Variable 4.00% 11,558
Cash and cash equivalents
Non-interest bearing - 1,549 -
Variable 4.21% 17,026 5.32% 6,941
Amounts receivable from
subsidiaries
Non-interest bearing - 16,358
Fixed 5.23% 100,114
Financial liabilities at fair
value through profit or loss
Derivative financial
liabilities
Fixed -payable 6.00% 87,668 - -
Fixed - receivable 7.00% 87,600
Financial liabilities carried
at amortised cost
Bank borrowings
Non-interest bearing 124 - -
Fixed 5.05% 81,808 - -
Financial liabilities carried
at amortised cost
Trade and other payables
Non-interest bearing - 17,761 - 1,372
Rent deposits
Non-interest bearing - 1,285
The Group irest rate risknte arises from long-term borrowings; the group has an
interest rate swap as disclosed in note 16.
Further details concerning the derivative financial liabilities (currency swaps)
are detailed in note 16.
The Group's cash flow is periodically monitored by the Group's management.
For the Group, an increase in 100 basis points in interest yields would result
in a post-tax profit of £0.4 million (2006: £0.3 million). A decrease in 100
basis points in interest yields would result in a post tax loss for the period
of £0.4 million (2006:£0.3 million).
For the Company, an increase in 100 basis points in interest yields would result
in a post-tax profit of £0.1 million (2006: £0.1 million). A decrease in 100
basis points in interest yields would result in a post tax loss for the period
of £0.1 million (2006:£0.1 million).
The sensitivity analyses above are based on a change in an assumption while
holding all other assumptions constant, In practice, this is unlikely to occur,
and changes in some of the assumptions may be correlated - for example,
change in interest rate and change in market values.
Growth in rental income and defaults
Income growth may not continue at a consistent rate. Future income is dependent
on, amongst other things, the Group negotiating suitable rent levels when
compared to associated financing costs.
c)Capital risk management
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the
amount of dividends paid to shareholders, return capital to shareholders, issue
new shares or sell assets to reduce debt.
Consistent with others in the industry, the Group monitors capital on the basis
of the gearing ratio. This ratio is calculated as net debt divided by total
capital. Net debt is calculated as total borrowings as shown in the consolidated
balance sheet less cash and cash equivalents. Total capital is calculated as
equity, as shown in the consolidated balance sheet, plus net debt.
During 2007, the Group's strategy, which was unchanged from 2006, was to
maintain a gearing ratio at around or below 70%. The gearing ratios at 31
December 2007 and at 31 December 2006 were as follows:
Group Group
2007 2006
£'000 £'000
Total borrowings 176,033 81,808
Less: cash and cash (34,430) (18,575)
equivalents
Net debt 141,603 63,233
Total equity 123,269 119,874
Total capital 264,872 183,107
Gearing ratio 53.5% 34.5%
The Company has no borrowings; all borrowings are within the Group.
Directors and Trust information
Directors: Broker: Legal advisors in Guernsey:
Dick Kingston (Chairman) Cenkos Securities Limited Carey Olsen
Christopher Bennett 6.7.8. Tokenhouse Yard 7 New Street
David Jeffreys London EC2R 7AS St Peter Port
Phillip Rose Guernsey GY1 4BZ
Serena Tremlett KBC Peel Hunt Limited
Legal advisors in the UK:
Registered office: 111 Old Broad Street
Norton Rose
Second Floor London EC2U 1PH
3 More London Riverside
Albert House Independent valuers:
London SE1 2AQ
South Esplanade Knight Frank LLP
20 Hanover Square
St Peter Port London W1S 1HZ
Bankers in Guernsey:
Guernsey Corporate advisors:
Royal Bank of Scotland International Limited
Kinmont Limited Royal Bank Place
6 Arlington Street 1 Glategny Esplanade
Prior to 1 March 2008: London SW1A 1RE St Peter Port
Guernsey GY1 4BQ
First Floor Auditors:
Bankers in London:
Dorey Court BDO Novus Limited
PO Box 180 Barclays Capital
Admiral Park Elizabeth House 5 The North Colonnade
Ruette Braye Canary Wharf
St Peter Port St Peter Port London E14 4BB
Guernsey GY1 3LL
Guernsey Registrar:
Tax advisers:
Investment Manager: Computershare Investor Services (Channel Islands) Limited
Deloitte & Touche LLP Ordnance House
Alpha Real Capital LLP Hill House 31 Pier Road
124 Sloane Street 1 Little New Street St Helier
London SW1X 9BW London EC4A 3TR Jersey JE4 8PW
Administrator and Secretary: BDO Stoy Hayward LLP
55 Baker Street
Assura Administration Ltd London W1U 7EU
Second Floor
Albert House
South Esplanade
St Peter Port
Guernsey
GY1 3TX
Prior to 1 March 2008:
Mourant Guernsey Limited
First Floor
Dorey Court
Admiral Park
St Peter Port
Guernsey
GY1 6HJ
Shareholder information
Dividends
Ordinary dividends are paid quarterly. Shareholders who wish to have dividends
paid directly into a bank account rather than by cheque to their registered
address can complete a mandate form for this purpose. Mandates may be obtained
from the Group's Registrar. Where dividends are paid directly to shareholders'
bank accounts, dividend vouchers are sent directly to shareholders' registered
addresses.
Share Price
The Trust's Ordinary Shares are listed on the London Stock Exchange.
Change of address
Communications with shareholders are mailed to the addresses held on the share
register. In the event of a change of address or other amendment, please notify
the Trust's Registrar under the signature of the registered holder.
Investment Manager
The Company is advised by Alpha Real Capital LLP which is authorised and
regulated by the Financial Services Authority in the United Kingdom.
Financial Calendar
Financial reporting Other key dates Dividend period Ex-dividend date Record date Payment date
Preliminary 18 March 2008 1 October - 26 March 2008 28 March 2008 21 April 2008
announcement and 31 December 2007
dividend declared
Publication of annual 4 April 2008
report
Annual General Meeting 30 April 2008
First Interim 15 May 2008 1 January - 18 June 2008 20 June 2008 14 July 2008
Management Statement 31 March 2008
(quarter 1)
Half Yearly Report 15 August 2008 1 April - 17 September 2008 19 September 2008 13 October 2008
30 June 2008
This information is provided by RNS
The company news service from the London Stock Exchange