Final Results
Alpha Tiger Property Trust Limited
25 March 2008
25 March 2008
ALPHA TIGER PROPERTY TRUST LIMITED
('ALPHA TIGER' OR THE 'COMPANY')
NOTIFICATION OF YEAR END RESULTS
Alpha Tiger, the Indian real estate development and investment company, today
announces its results covering the period from incorporation to 31 December 2007
Highlights include:
• The Company is close to conditional full equity commitment based on
executed transactions
• Net Asset Value per share 99.1 pence up 3.1 per cent. since admission
(after issue costs)
• Profit after interest and tax for the period of £2.3 million (3.0 pence
per share)
• Developed strong local partnerships in India
• Execution of legally binding framework agreement with Xansa Plc (‘
Xansa’) and progression of transactions within this agreement:
• The agreement includes the purchase of 40 acres of development land in
Chennai and Pune. In respect of the undeveloped land at Chennai:
• the 25 acre long leasehold land, currently undeveloped, has been
approved as a Special Economic Zone (“SEZ”);
• approval from the freeholder, SIPCOT (State Industries Promotion
Corporation of Tamil Nadu Limited), has been received for Alpha
Tiger to act as co-developer;
• it is intended that the Company will develop approximately 2.2
million sq. ft. on the land in four phases over four to five years.
• The agreement provides for the sale and leaseback of Xansa’s
real estate interests in India – at NOIDA, Chennai and Pune; and
• Alpha Tiger has been appointed as Xansa’s preferred real estate
supplier in India
• The Company has developed a key strategic relationship with Logix Group (&
ldquo;Logix”), one of the leading developers of business parks in
North India. To date the Company has reached agreement on several
opportunities with Logix and has specifically:
• Executed a transaction at NOIDA, Sector 132 – “Logix
Technova” - to co-develop approximately 575,000 square feet of
business park and other support facilities at the site. The agreement
provides for Alpha Tiger to acquire a 74 per cent. equity interest for a
cash commitment of £11.5 million. Site works have commenced and
completion is expected no later than December 2009;
• Announced today, a further transaction at NOIDA in Sector 140a –
to co-develop approximately 1.2 million square feet of business park-led
space in an SEZ and representing a cash commitment of £14.7 million for
a 50% interest.
Contact:
David Jeffreys
Chairman, Alpha Tiger
01481 723450
Brad Bauman
Fund Manager, Alpha Real Capital India
+ 91 9980 00 11 22
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Alpha Tiger Property Trust Limited
Results for the period from incorporation to 31 December 2007
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Company summary and objective
Objective
Alpha Tiger Property Trust Limited ('the Company' or 'Alpha Tiger') invests in
and develops real estate in India that offers high total returns. The Company
focuses on business parks and business park-led mixed use properties.
Strategy
Alpha Tiger seeks to work closely with international occupiers and local real
estate companies in order to access land and transition it through the
development process, up the property value and quality curve. The Company
focuses on working in partnerships to achieve reasonably priced developments and
investments which can deliver a number of key benefits to stakeholders, which
include:
• High-quality, high-specification commercial space at competitive rents
for Alpha Tiger's tenants;
• Flexibility in terms of the scale, mix and timing of development for the
benefit of both tenants and the communities in which Alpha Tiger
participates; and
• Strong profitability for investors.
Management
The Company's Investment Manager is Alpha Real Capital LLP ('the Investment
Manager'). Control of the Company rests with the non-executive Guernsey based
Board of Directors.
Listing
The Company's shares were admitted to the Alternative Investment Market of the
London Stock Exchange on 22 December 2006.
Financial highlights
Period 15 May 2006 to Period 15 May 2006 to
31 December 2007 30 June 2007
Net asset value (£'000) 74,338 73,121
Net asset value per share 99.1p 97.5p
Profit for the period (£'000) 2,267 1,051
Earnings per share (basic and 3.0p 1.4p
diluted)
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Chairman's Statement
I am pleased to present the Company's results for the period from incorporation
to 31 December 2007.
Alpha Tiger was established for the purposes of investing in and developing real
estate in India. The Company's objective is to target investment and development
opportunities in real estate in India that will offer high total returns. The
Company's investment strategy includes both property investment and development,
focussing on business parks and business-park led mixed use properties and
township projects.
The Company seeks to diversify risk through investments in existing real estate,
forward funding of development opportunities and development partnerships on
both a pre-committed and speculative basis, and to create a geographic spread of
properties across India which provides a variety of tenants with strong
covenants.
During 2007, the Indian real estate market has continued its robust performance
despite a global environment of financial uncertainty. Rents have continued to
grow and property investment yields have fallen marginally as higher domestic
interest rates have stabilised despite continuing evidence of conservative bank
lending policies.
Investment activity
The Company has established a strong presence within the National Capital Region
(NCR) of New Delhi. New Okhla Industrial Development Authority (NOIDA) has
confirmed itself as a lower cost option for corporate occupiers and a
competitive alternative destination to Gurgaon for the IT/ITeS industry and
other business park tenants.
The Company is progressing substantial developments with Logix Group (Logix),
one of the leading developers of business parks in Northern India. In NOIDA
Sector 132 Alpha Tiger has executed an agreement with Logix to acquire a 74 per
cent. equity interest in a Special Purpose Vehicle (SPV) for the purposes of
holding and co-developing approximately 575,000 sq. ft. of business park and
other support facilities. The anticipated cash commitment of the Company is
£11.5 million. Subsequent to the year end, Alpha Tiger has invested £5.1
million.
Alpha Tiger has made a further investment in NOIDA at Sector 140a. This is a
co-development in partnership with Logix to build 1.2 million square feet of
business park-led space in an SEZ and representing a cash commitment of £14.7
million for a 50% interest in the total development.
Given its improving infrastructure and connectivity to Delhi and significant
tenant demand for business park space, NOIDA is an ideal locality for the
Company to expand its activities. The Company is actively considering additional
projects in this market.
Additionally, as previously reported, the Company has conditionally agreed to
acquire from Xansa plc (subsequently acquired by Groupe Steria SCA, listed on
Euronext Paris) approximately 40 acres of development land and six investment
properties in Chennai, Pune and NOIDA for up to £36 million, with the capacity
to develop up to 3.4 million sq. ft. of new business park space. The Company
currently intends to initially commit up to £40 million of additional capital
expenditure to build 1.7 million sq. ft. of high-quality business park space.
In aggregate, the Company is close to conditional full equity commitment based
on executed transactions.
Results, finance and dividends
Results for the period show a profit after interest and tax of £2.3 million.
The net asset value per share was 99.1 pence at 31 December 2007.
The Company has no existing borrowings but expects to target borrowing levels of
between 50% and 65% of Gross Assets in due course.
In accordance with the dividend policy set out in the Company's Admission
Document, the Board does not propose to pay a dividend for the period. The Board
will consider the payment of a dividend as the Company's development programme
matures.
Economic outlook
India is the third largest economy in the world after the United States and
China as measured by purchasing power parity (PPP) with gross domestic product
(GDP) in 2007 estimated to be $US 4.7 trillion (International Monetary Fund).
India is also the second fastest growing major economy in the world, after
China. Between 2004 and 2006, GDP grew at an average of 8.5% per annum. The
growth momentum has accelerated further and GDP is estimated to have grown at
over 9.0% in 2007. This growth is supported by India's stable political outlook,
growing foreign exchange reserves, sustained growth in its service and
industrial sectors, young demographic profile and regulated financial
environment.
The services sector, which is a key source of demand for business park space, is
the fastest growing sector in the Indian economy. From 2007 to 2011, growth in
this sector is expected to be 13.9% per annum.
The Indian real estate industry has grown at 30% per annum over the past few
years and is expected to grow in excess of 20% per annum over the next few
years. The industry is expected to grow from US$48 billion in FY2007 to US$140
billion by FY2012 (CAGR of 21% per annum.). (Ernst and Young - Indian Real
Estate (December 2007))
Property market outlook
Growth in rental and capital values is expected to continue in the year ahead
with demand for space from tenants likely to exceed supply.
The absence of a securitised debt market has insulated India from the recent
uncertainties in European and US credit markets and, despite rises in Indian
interest rates, investment asset prices have continued to strengthen, reflecting
the strong financial growth drivers underlying the Indian property market.
The 39 million sq. ft. of new office supply absorbed in 2007 has demonstrated
the continued maturation of the Indian market with space absorption and rentals
reaching all time highs across many sub-markets.
The rental trend line has continued to rise during the year with significant
rental escalations in markets such as the NCR, Bangalore and Mumbai.
Delhi National Capital Region
The NCR market with its overall competitiveness, including infrastructure and
manpower, continues to grow as a corporate destination. Improvements such as the
Delhi-Gurgaon Highway are expected to open in the next quarter improving the
traffic flow between the cities and communication within the NCR. The year ahead
is expected to see continued demand for business park space.
Chennai
The city is still on a growth curve with improved focus on infrastructure
including improvements to the Old Mahabalipuram Road, where the Company's
Chennai development project is located. The city has witnessed substantial new
investment in infrastructure and enjoys strong tenant demand.
Pune
The proposed expansion of the city limits by the Pune Municipal Corporation will
promote planned growth which should benefit the Xansa site at Talewade. The
skyline of the city is also set to change with State Government relaxation of
height restrictions. In addition the repealing of the Urban Land Ceiling Act
will make land capable of supporting additional development.
Real Estate Investment Trusts
During the period, the Securities and Exchange Board of India released a draft
proposal for the launch of a scheme for Real Estate Investment Trusts. This will
allow retail investors to participate in the real estate industry which should
provide a further impetus for values and liquidity. It also has the potential to
provide the Company with a further avenue to create value in the future.
Summary
The Company continues to see attractive opportunities for investing in Indian
real estate - particularly business park developments. Generally, both economic
and property market conditions remain favourable with strong and growing tenant
demand keeping pace with increasing availability of stock. In particular, there
remains a significant market opportunity for higher-quality, operationally
efficient business park space that meets the international standards of global
occupiers.
Alpha Tiger remains focused on creating value and quality real estate through
the development of world class business park-led environments.
David Jeffreys
Chairman
25 March 2008
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Property Investment Review
Alpha Tiger has established a very strong base for future growth. The Company's
pipeline has been further strengthened by forging promising relationships with
leading local development partners demonstrating world-class execution and with
international tenants.
The Company executed a legally binding framework agreement with Xansa plc, a
leading outsourcing and technology company, to purchase 40 acres of development
land and the sale and leaseback of Xansa's real estate interests in India. The
agreement also appoints Alpha Tiger as Xansa's preferred real estate supplier in
India to facilitate best-in-class development and management of the properties.
Xansa subsequently announced a takeover by Groupe Steria SCA, and this is
likely, in the opinion of the Investment Manager, to improve the potential
opportunity for the Company as a strategic real estate supplier for Xansa's
continuing business expansion in India.
The Company is advancing the execution of transactions envisaged within the
framework agreement and will announce their completion in due course. The
properties subject to the new agreement are as follows:
Development Land
Chennai - 25 acres
The Chennai site is long leasehold with development rights over 25 acres of
undeveloped land. The land has received Special Economic Zone (SEZ) approval and
is awaiting final notification from the Ministry of Commerce. Approval has been
received for the arrangements whereby the site will be transferred to a new SPV
and for Alpha Tiger to be appointed as co-developers. Substantial progress has
taken place in respect of the project: a detailed feasibility study has been
completed, development managers have been appointed, and the masterplanning of
the site has been significantly progressed. The land will provide development
potential for at least 2.2 million sq .ft. of floor space and it is intended
that the site will be developed in four phases over four to five years.
Pune - 15.7 acres
The Pune site is a long leasehold with development rights over approximately
15.7 acres. This site has the ability to develop up to an additional area of
approximately 1.2 million sq. ft. of floor space. The intention is to develop
this site in three phases over three to four years.
Investment Properties
NOIDA
The properties in NOIDA, within the National Capital Region of Delhi, consist of
two separately located office buildings; one four storey building (with ground
and two basement levels) over 180,000 sq. ft. of floor area; and a two-storey
building (with ground and basement level) over 42,000 sq. ft. of floor area.
Pune
The properties in Pune comprise two two-storey buildings within a master planned
business park: (Phase I with basement, ground floor, first floor and canteen;
Phase II with two basements, ground floor and first floor), in a campus-style
setting with a combined floor area of over 95,000 sq. ft.
Chennai (Madras)
The properties in Chennai are in a campus-style development with two three
storey buildings representing a floor area of over 165,000 sq. ft.
Development Funding
NOIDA
On 3 December 2007, the Company announced it had entered into an agreement to
acquire a 74 per cent. equity interest in a business park project (Logix
Technova) in NOIDA Sector 132, in the NCR, near Delhi, India. Subsequent to the
balance sheet date, the Company has invested in partnership with Logix in a SPV
incorporated for the purpose of holding and developing the land which is the
subject of the transaction.
The Company together with Logix will develop approximately 575,000 sq. ft. of
business park and other support facilities at the site. The estimated cash
requirement to be paid by the Company for 74 per cent. of the equity (voting and
economic rights) in the SPV is INR 895 million (£11.5 million). This amount
shall be satisfied in stages. Since the balance sheet date, INR 400 million
(£5.1 million) has been paid, further to the satisfaction of certain conditions
precedent. Upon the earlier of either the SPV achieving 90 per cent. of the
leasable area being contracted to prospective tenants and 24 months from the
date of the transaction, Alpha Tiger shall subscribe for further equity to
achieve 74% of voting and economic ownership of the SPV. Prior to this
conversion mechanism, the Company shall retain a 5 per cent. voting interest in
the SPV.
The SPV has entered into a development agreement with VC Solutions Private
Limited for the construction of the buildings and the development is forecast to
be completed and occupied within 24 months (by December 2009).
On 25 March 2008, the Company announced that it had entered into an agreement
with Logix for a 1.2 million sq.ft. co-development in Sector 140a. The Company
has agreed to acquire a 50% stake in an SPV which owns the development.
The SPV has an agreement to sub-lease 45 per cent. of a larger 24.8 acre plot
which was originally leased to Sarv Mangal Realtech Pvt Limited ('Sarv Mangal')
from NOIDA on a 90 year lease. Development of an SEZ has been formally approved
by the Indian Government's Board of Approval. The SPV has also executed a
co-development agreement with Sarv Mangal, providing equivalent development
rights and benefits.
Alpha Tiger has committed INR 1147 million (£14.7 million) to acquire the 50 per
cent. equity interest in the SPV which has an agreement to sub-lease the land
and will undertake the development for an aggregate construction cost of c. INR
2100 million (£26.9 million).
Based on the above transactions representing 93 per cent of net proceeds at
flotation, the Company is close to conditional full commitment and has an
exciting portfolio of business park-led projects in India's major cities.
Brad Bauman
For and on behalf of the Investment Manager
25 March 2008
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Directors
David Jeffreys (aged 48)
David Jeffreys qualified as a Chartered Accountant with Deloitte Haskins and
Sells. He was Managing Director of Abacus Fund Managers (Guernsey) Limited
between 1993 and 2004. Currently he carries out a number of consultancy
assignments as well as being a director of a number of investment funds.
Phillip Rose (aged 48)
Phillip Rose has 25 years experience in the real estate, funds management and
banking industries in Europe, the USA and Australasia. He has been the Head of
Real Estate for ABN AMRO Bank, Chief Operating Officer of European shopping
centre investor and developer TrizecHahn Europe, Managing Director of Lend Lease
Global Investment and Executive Manager of listed fund General Property Trust.
Phillip is currently CEO of Alpha Real Capital LLP, a non executive director of
Great Portland Estates Plc and a member of the Management Committee of the
Hermes Property Unit Trust.
Serena Tremlett (aged 43)
Serena Tremlett is Company Secretary of Assura Group Limited, a company listed
on the London Stock Exchange investing primarily in healthcare property,
pharmacy and related medical businesses. She was previously the Head of Guernsey
Property Funds at Mourant Guernsey Limited where she sat on the board of a
number of property and other investment funds.
Jeff Chowdhry (aged 47)
Jeff Chowdhry is currently Head of Emerging Market Equities at F&C Asset
Management plc, with overall responsibility for investments in global emerging
markets. Previously, from 1997 to 2005, he was a director of Sun F&C Asset
Management (India) Limited and also (until 1999) managed the Indian Investment
Company SICAV, an open ended investment fund registered in Luxembourg. In 1994
he managed the India Fund Inc, a closed ended investment fund listed in New York
that seeks long-term capital appreciation through investing primarily in Indian
equities.
Roddy Sage (aged 55)
Roddy Sage is currently chief Executive Officer of the AFP group of companies,
providing corporate and taxation advisory services in Asia. Prior to that he
spent 20 years with KPMG Hong Kong, 10 years of which were as Senior Tax Partner
for Hong Kong and China. He has held Chairmanships within KPMG and outside as
Chairman of the Hong Kong General Chamber of Commerce's Taxation Committee and
is a non-executive director of Tai Ping Carpets International.
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Directors' report
The Directors present their report and financial statements of the Company and
the Group for the period from its incorporation on 15 May 2006 to 31 December
2007.
Status
The Company was founded on 15 May 2006. Its shares are traded on the Alternative
Investment Market, a market operated by the London Stock Exchange.
The company is a closed-ended Guernsey registered investment company.
Principal activities
During the period the Company carried on business as a property investment and
development company, investing in commercial property in India.
Business review
A review of the business during the period is contained in the Chairman's
Statement.
Results and dividend
The results for the period are set out in the financial statements. In
accordance with the dividend policy set out in the Company's Admission document,
the Board does not propose to pay a dividend for the period.
Directors
The directors, all of whom are non-executive and have served to the date of this
report, are detailed below:
Appointed
David Jeffreys (Chairman) 15 May 2006
Phillip Rose 15 May 2006
Serena Tremlett 15 May 2006
Jeff Chowdhry 15 May 2006
Roddy Sage 15 May 2006
At each annual general meeting of the Company, one third by number of the
directors shall retire from office in accordance with the Articles of
Association. The inaugural Annual General Meeting is scheduled for 23 May 2008.
A retiring director shall be eligible for reappointment.
No director shall be required to vacate his office at any time by reason of the
fact that he has attained any specific age.
The biographies of the Directors are above.
The Board considers that there is a balance of skills and experience within the
Board and that each of the Directors contributes effectively.
Directors' interests
The following Directors had interests in the shares of the Company at 31
December 2007:
Number of ordinary shares
David Jeffreys 10,000
Phillip Rose 200,000
Serena Tremlett -
Jeff Chowdhry 20,000
Roddy Sage -
There have been no changes in the Directors' interests since the period end.
Directors' remuneration
During the period the directors received the following emoluments in the form of
fees from Group companies:
£
David Jeffreys 30,904
Phillip Rose 20,603
Serena Tremlett 20,603
Jeff Chowdhry 20,603
Roddy Sage 20,603
Total 113,316
The Company's Articles of Association limit the aggregate fees payable to the
Directors at £200,000 per annum.
Directors' and officers' liability insurance cover is in place in respect of the
Directors.
There are no service contracts in existence between the Company and Directors,
however each of the Directors was appointed by a letter of appointment which
sets out the main terms of their appointment.
Substantial shareholding
Shareholders with holdings of more than 3 per cent of the issued ordinary shares
of the Company as at 13 March 2008 were as follows:
Name of investor No. of ordinary shares % held
Vidacos Nominees Limited 14,799,597 19.7
Chase Nominees Limited 11,400,000 15.2
Citigroup Global Markets U.K. Equity Limited 10,586,526 14.1
Deutsche Bank Aktiengesellschaft London 5,771,900 7.7
Wedd Jefferson (Nominees) Limited 5,100,000 6.8
Nortrust Nominees Limited 4,762,600 6.4
HSBC Global Custody Nominees (UK) Limited 4,563,400 6.1
IPGL Fund Services Ltd 3,000,000 4.0
Goldman Sachs Securities (Nominees) Limited 2,600,000 3.5
Management
The Investment Manager provides investment advisory services to the Company and
property advisory, property management and monitoring services to those members
of the Group which acquire properties, in each case in accordance with the
investment objective and investment policy and restrictions of the Group.
Directors' responsibility statement
Company law requires the directors to prepare Financial Statements for each
financial period, which give a true and fair view of the state of affairs of the
Company and of the Group at the end of the period and of the profit or loss of
the Company and the Group for that period.
In preparing those Financial Statements, the directors are required to:
(1) select suitable accounting policies and then apply them consistently;
(2) make judgements and estimates that are reasonable and prudent;
(3) state whether applicable accounting standards have been followed, subject
to any material departures disclosed and explained in the Financial
Statements;
(4) prepare the Financial Statements on the going concern basis unless it is
appropriate to assume that the Group and Company will not continue in
business.
The Directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
Company and of the Group and to enable them to ensure that the financial
statements comply with The Companies (Guernsey) Law, 1994. They are also
responsible for safeguarding the assets of the Group and hence for taking
reasonable steps for the prevention and detection of fraud and other
irregularities.
The Directors confirm that they have complied with the above requirements in
preparing the Financial Statements.
Corporate Governance
A statement of Corporate Governance is below.
Going Concern
After making enquiries, and bearing in mind the nature of the Company's business
and assets, the Directors consider that the Company has adequate resources to
continue in operational existence for the foreseeable future. For this reason,
they continue to adopt the going concern basis in preparing the Financial
Statements.
Annual General Meeting
The inaugural AGM of the company will be held in Guernsey on 23 May 2008.
Auditors
BDO Novus Limited have expressed their willingness to continue in office as
auditors and a resolution to reappoint them will be proposed at the forthcoming
Annual General Meeting.
By order of the Board,
David Jeffreys Serena Tremlett
Director Director
25 March 2008
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Corporate governance
Guernsey does not have its own corporate governance regime and, as a Guernsey
registered company, the Company is not required to comply with the Combined Code
on Corporate Governance, issued by the Financial Reporting Council. However it
is the Company's policy to comply with best practice on good corporate
governance including taking measures to ensure the Company complies with the
Combined Code to the extent appropriate. The Board's arrangements in respect of
corporate governance are explained in the paragraphs that follow:
Role of the Board
The Board has determined that its role is to consider and determine the
following principal matters which it considers are of strategic importance to
the Company:
1) Review the overall objectives for the Company and set the Company's
strategy for fulfilling those objectives within an appropriate risk
framework;
2) Consider any shifts in strategy that it considers may be appropriate in
light of market conditions;
3) Review the capital structure of the Company including consideration of any
appropriate use of gearing both for the Company and in any joint ventures
in which the Company may invest from time to time;
4) Appoint the Investment Manager, Administrator and other appropriately
skilled service providers and monitor their effectiveness through regular
reports and meetings;
5) Review key elements of the Company's performance including Net Asset
Value and payment of dividends.
Board Decisions
At board meetings, the Board ensures that all the strategic matters are
considered and resolved by the Board. Certain issues associated with
implementing the Company's strategy are delegated either to the Investment
Manager or the Administrator. Such delegation is over minor incidental matters
and the Board continually monitors the services provided by these independent
agents. The Board considers there are implementation matters that are
significant enough to be of strategic importance and should be reserved solely
for the Board (e.g. all acquisitions, all disposals, significant capital
expenditure, leasing and decisions affecting the Company's financial gearing).
Board Meetings
The Board meets at least quarterly and as required from time to time to consider
specific issues reserved for decision by the Board including all potential
acquisitions.
At the Board's quarterly meetings it considers papers circulated in advance
including reports provided by the Investment Manager and the Administrator. The
Investment Manager's report comments on:
• The Indian property markets including recommendations for any changes in
strategy that the Investment Manager considers may be appropriate;
• Performance of the Group's portfolio and key asset management initiatives;
• Transactional activity undertaken over the previous quarter and being
contemplated for the future;
• The Group's financial position including relationships with bankers and
lenders.
The Administrator provides the compliance report.
These reports enable the Board to assess the success with which the Group's
property strategy and other associated matters are being implemented and also
consider any relevant risks and to consider how they should be properly managed.
The Board also considers reports provided from time to time by its various
service providers reviewing their internal controls.
In between its regular quarterly meetings, the Board has also met on a number of
occasions during the period to approve all transactions and for other matters.
Committees of the Board
The Board has operated an Audit Committee throughout the period under review and
on 28 November 2007 constituted a Remuneration Committee and a Nomination
Committee.
The Audit Committee
The Audit Committee is chaired by David Jeffreys and includes Roddy Sage and
Serena Tremlett. The Audit Committee meets not less than twice a year and if
required meetings can also be attended by the Investment Manager, the
Administrator and the Independent Auditors.
The Audit Committee is responsible for reviewing the half-year and annual
Financial Statements before their submission to the Board. In addition, the
Audit Committee is specifically charged under its terms of reference to advise
the Board on the terms and scope of the appointment of the auditors (including
remuneration), the independence and objectivity of the auditors, and reviewing
with the auditors the results and effectiveness of the audit.
Members of the Audit Committee may also, from time to time meet with the
Company's valuer to discuss the scope and conclusions of their work.
The Remuneration Committee
The Remuneration Committee, chaired by Serena Tremlett includes Jeff Chowdhry
and David Jeffreys and is required to consider the terms and remuneration of the
Company's directors and senior employees.
The Nomination Committee
The Nomination Committee, chaired by Roddy Sage includes Phillip Rose and Serena
Tremlett and is convened for the purpose of considering the appointment of
additional directors as and when considered appropriate.
The table below shows the attendance at Board and other Committee meetings
during the period to 31 December 2007:
Director Board Audit Remuneration Nomination
committee committee committee
David Jeffreys 20 2 1 -
Phillip Rose 8 - - 1
Serena Tremlett 20 2 1 1
Jeff Chowdhry 7 - 1 -
Roddy Sage 5 2 - 1
No. of meetings during the 20 2 1 1
year
Investment management agreement
The Company has entered into an agreement with the Investment Manager. This sets
out the Investment Manager's key responsibilities which include proposing a
property investment strategy to the Board, identifying property investments to
recommend for acquisition and arranging appropriate lending facilities to
facilitate the transaction. The Investment Manager is also responsible to the
Board for all issues relating to property asset management.
Shareholder relations
Shareholder communications are a high priority of the Board. Members of the
Investment Manager's Investment Committee make themselves available at all
reasonable times to meet with key shareholders and sector analysts. Feedback
from these sessions is provided by the Investment Manager at the quarterly Board
meetings.
In addition, the Board is also kept fully appraised of all market commentary on
the Company by the Investment Manager and other professional advisors including
its brokers.
Through this process the Board seeks to monitor investor relations and to ensure
that the Company's communication programme is effective.
The Chairman and the Investment Manager will be available at the Annual General
Meeting to answer any questions that shareholders attending may wish to raise.
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Independent auditors' report
To the members of Alpha Tiger Property Trust Limited
We have audited the Group and parent Company financial statements ('the
Financial Statements') of Alpha Tiger Property Trust Limited for the period
ended 31 December 2007, which comprise the Consolidated and Company Income
Statement, Consolidated and Company Balance Sheet, Consolidated and Company Cash
Flow Statement, Consolidated and Company Statement of Changes in Equity and the
related notes 1 to 18. These Financial Statements have been prepared in
accordance with the accounting policies as set out below.
This report is made solely to the Company's members, as a body, in accordance
with Section 64 of the Companies (Guernsey) Law, 1994. Our audit work is
undertaken so that we might state to the Company's members those matters we are
required to state to them in an auditors' report and for no other purpose. To
the fullest extent permitted by law we do not accept or assume responsibility to
anyone other than the Company and the Company's members as a body, for our audit
work, for this report, or for the opinions we have formed.
Respective responsibilities of the directors and auditors
As described in the Directors' Responsibility Statement within the Directors'
Report, the Company's directors are responsible for the preparation of the
Financial Statements in accordance with applicable law and International
Financial Reporting Standards ('IFRS').
Our responsibility is to audit the Financial Statements in accordance with the
relevant legal and regulatory requirements and International Standards on
Auditing (UK and Ireland).
We report to you our opinion as to whether the Financial Statements give a true
and fair view and are properly prepared in accordance with the Companies
(Guernsey) Law, 1994. We also report to you if, in our opinion, the Directors'
Report is not consistent with the Financial Statements, if the Company has not
kept proper accounting records, if we have not received all the information and
explanations we require for our audit, or if the information specified by law is
not disclosed.
We read the other information included in the Annual Report and consider whether
it is consistent with the audited Financial Statements. This other information
comprises only the Company Summary and Objective, Financial Highlights,
Chairman's Statement, Property Investment Review, Directors, Directors' Report
and Corporate Governance. We consider the implications for our report if we
become aware of any apparent misstatements or material inconsistencies with the
Financial Statements. Our responsibilities do not extend to any other
information.
Basis of opinion
We conducted our audit in accordance with International Standards on Auditing
(UK and Ireland) issued by the Auditing Practices Board. An audit includes
examination, on a test basis, of evidence relevant to the amounts and
disclosures in the Financial Statements. It also includes an assessment of the
significant estimates and judgements made by the directors in the preparation of
the Financial Statements, and of whether the accounting policies are appropriate
to the Company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the Financial Statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the Financial Statements.
Opinion
In our opinion:
• The Group Financial Statements give a true and fair view, in accordance
with IFRS, of the state of the Group's affairs at 31 December 2007 and of
its profit for the period 15 May 2006 to 31 December 2007.
• The Company Financial Statements give a true and fair view, in accordance
with IFRS, of the state of the Company's affairs at 31 December 2007 and of
its profit for the period 15 May 2006 to 31 December 2007.
• The Financial Statements have been properly prepared in accordance with
the Companies (Guernsey) Law, 1994.
BDO Novus Limited
Chartered Accountants
Elizabeth House, St Peter Port, Guernsey
25 March 2008
--------------------------------------------------------------------------------
Consolidated income statement
For the period from 15 May 2006 to 31 December 2007
Revenue Capital Total
Notes £'000 £'000 £'000
Income
Revenue - - -
Total income - - -
Expenses
Administration costs 4 (2,056) - (2,056)
Total expenses (2,056) - (2,056)
Operating loss (2,056) - (2,056)
Finance income 3 4,323 - 4,323
Profit before taxation 2,267 - 2,267
Taxation 5 - - -
Profit for the period 2,267 - 2,267
Earnings per share
(basic and diluted) 7 3.0p - 3.0p
The total column of this statement represents the Group'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. There are no minority interests.
The accompanying notes form an integral part of this statement.
--------------------------------------------------------------------------------
Consolidated balance sheet
As at 31 December 2007 Notes £'000
Current assets
Trade and other receivables 11 791
Cash and cash equivalents 74,104
Total assets 74,895
Current liabilities
Trade and other payables 12 (557)
Total liabilities (557)
Total assets less current liabilities 74,338
Net assets 74,338
Equity
Share capital 13 -
Share premium 14 -
Special reserve 14 72,031
Warrant reserve 14 40
Revenue reserve 14 2,267
Total equity 74,338
Net asset value per share 8 99.1p
The Financial Statements were approved by the board of directors and authorised
for issue on 25 March 2008. They were signed on its behalf by David Jeffreys and
Serena Tremlett.
The accompanying notes form an integral part of this statement.
David Jeffreys Serena Tremlett
Director Director
--------------------------------------------------------------------------------
Consolidated cash flow statement
For the period from 15 May 2006
to 31 December 2007
£'000
Operating activities
Profit for the period 2,267
Adjustments for:
Finance income (4,323)
Operating cash flows before movements in
working capital
(2,056)
Movements in working capital:
Increase in operating trade and other receivables (129)
Increase in operating trade and other payables 557
Cash used in operations (1,628)
Interest received 4,211
Taxation -
Cash flows from operating activities 2,583
Investing activities
Acquisition costs - deposit paid and costs (550)
Cash flows from investing activities (550)
Financing activities
Proceeds from issue of ordinary share capital 75,000
Issue costs (2,929)
Cash flows from financing activities 72,071
Net increase in cash and cash equivalents 74,104
Cash and cash equivalents at beginning of period -
Cash and cash equivalents at end of period 74,104
The accompanying notes form an integral part of this statement.
--------------------------------------------------------------------------------
Consolidated statement of changes in equity
For the period from Share Special Warrant Revenue Total
15 May 2006 to premium reserve reserve reserve reserves
31 December 2007 £'000 £'000 £'000 £'000 £'000
Changes in equity
for the period
Profit for the period 2,267 2,267
Total recognised income and
expense for the period - - - 2,267 2,267
Shares issued 75,000 - - - 75,000
Share issue costs (2,929) - - - (2,929)
Share based payments (40) - 40 - -
Transfer to special
reserve (72,031) 72,031 - - -
At 31 December 2007 - 72,031 40 2,267 74,338
Notes 13, 14
The accompanying notes form an integral part of this statement.
--------------------------------------------------------------------------------
Company income statement
For the period from 15 May 2006 to
31 December 2007
Revenue Capital Total
Notes £'000 £'000 £'000
Income
Revenue - - -
Total income - - -
Expenses
Administration costs 4 (2,056) - (2,056)
Total expenses (2,056) - (2,056)
Operating loss (2,056) - (2,056)
Finance income 3 4,381 - 4,381
Profit before 2,325 - 2,325
taxation
Taxation 5 - - -
Profit for the period 2,325 - 2,325
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 form an integral part of this statement.
--------------------------------------------------------------------------------
Company balance sheet
As at 31 December 2007 Notes £'000
Non-current assets
Investment in subsidiary undertaking 9 -
Amount receivable from subsidiary 9 2,658
undertaking
Current assets
Trade and other receivables 11 791
Cash and cash equivalents 71,504
Total assets 74,953
Current liabilities
Trade and other payables 12 (557)
Total liabilities (557)
Net assets 74,396
Equity
Share capital 13 -
Share premium 14 -
Special reserve 14 72,031
Warrant reserve 14 40
Revenue reserve 14 2,325
Total equity 74,396
The Financial Statements were approved by the board of directors and authorised
for issue on 25 March 2008. They were signed on its behalf by David Jeffreys and
Serena Tremlett.
The accompanying notes form an integral part of this statement.
David Jeffreys Serena Tremlett
Director Director
--------------------------------------------------------------------------------
Company cash flow statement
For the period from 15 May 2006
to 31 December 2007
Cash flows from operating activities
Profit for the period 2,325
Adjustment for:
Finance income (4,381)
Operating cash flows before movements in
working capital
(2,056)
Movements in working capital:
Increase in operating trade and other receivables (129)
Increase in operating trade and other payables 557
Cash used in operations (1,628)
Interest received 4,211
Taxation -
Cash flows from operating activities 2,583
Investing activities
Loan to subsidiary (2,600)
Acquisition cost - deposit paid and costs (550)
Cash flows from investing activities (3,150)
Financing activities
Proceeds from issue of ordinary share 75,000
capital
Issue costs (2,929)
Cash flows from financing activities 72,071
Net increase in cash and cash equivalents 71,504
Cash and cash equivalents at beginning of -
period
Cash and cash equivalents at end of period 71,504
The accompanying notes form an integral part of this statement.
--------------------------------------------------------------------------------
Company statement of changes in equity
For the period from Share Special Warrant Revenue Total
15 May 2006 to 31 premium reserve reserve reserve reserves
31 December 2007 £'000 £'000 £'000 £'000 £'000
Changes in equity for the period
Profit for the period 2,325 2,325
Total recognised income
and expense for the period - - - 2,325 2,325
Shares issued 75,000 - - - 75,000
Share issue costs (2,929) - - - (2,929)
Share based payments (40) - 40 - -
Transfer to special reserve (72,031) 72,031 - - -
At 31 December 2007 - 72,031 40 2,325 74,396
Notes 13, 14
The accompanying notes form 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 25 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 period, is set out below.
Basis of accounting
The Financial Statements of the Company and 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.
The principal accounting policies adopted are set out below.
a) Standards early adopted by the Company
IFRS 7, Financial Instruments: Disclosures, and the complementary Amendment to
IAS1, Presentation of Financial Statements - Capital Disclosures, were
early adopted. IFRS 7 introduces new disclosures relating to financial
instruments. This standard does not have any impact on the classification and
valuation of the Company's financial instruments. In accordance with the
requirements of the Amendment to IAS 1, additional disclosures have been
provided on the Company's objectives and policies for its capital.
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 after 1 January 2009.
Interpretations
IFRIC 9: Reassessment of Embedded Derivatives - for accounting periods
beginning on or after 1 June 2006.
IFRIC 10: Interim Financial Reporting and Impairment - for accounting
periods beginning on or after 1 November 2006
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 a material impact on the
financial statements of the Company or of the Group.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and the 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.
The results of SPVs acquired or disposed of during the period 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 Company.
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
Interest income is accrued on a time basis, by reference to the principal
outstanding and the effective interest rate applicable.
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 carried at fair value that are denominated in foreign
currencies are translated at the rates prevailing at the date when the fair
value was determined. Gains and losses arising on retranslation are included in
net profit or loss for the period, 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 presentational currency are translated
into the presentational 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 £1.00 : INR 78.76 and the average rate for
the year used is £1.00 : INR 79.73.
Operating profit
Operating profit includes revenue and administration costs and excludes finance
income and finance costs.
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.
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
State 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. At present the Group only has
subsidiary operations in Cyprus.
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.
Segmental reporting
The Directors are of the opinion that the Group is engaged in a single segment
of business being property investment business. The Group operates in a single
geographical segment (India).
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 less provisions for impairment (where applicable) in the Company's
financial statements.
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. The Group has not classified any of its financial assets as fair value
through profit or loss, 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. These arise principally
through 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 on 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 of
significant delay in payment) that the Group will be unable to collect all of
the amounts due. 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.
Cash and cash equivalents are held to maturity 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) 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's financial liabilities comprise of trade and other payables which are
classified as financial liabilities measured at amortised cost.
Unless otherwise indicated, the carrying amounts of the Group's financial
liabilities are a reasonable approximation of their fair values.
(b) (i) Financial liabilities measured at amortised cost
These include 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.
(b) (ii) De-recognition of financial liabilities
A financial liability (in whole or in part) is derecognised when the 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
Group's ordinary shares are classified as equity instruments. For the purposes
of disclosures given in note 18 the Group considers all its reserves and equity
as capital. 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.
3. Finance income
For the period from 15 May For the period from 15 May
2006 to 31 December 2007 2006 to 31 December 2007
£'000 £'000
Group Company
Bank interest 4,323 4,323
Foreign exchange gain - 58
Total 4,323 4,381
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.
4. Administration costs
For the period from 15 May For the period from 15 May
2006 to 31 December 2007 2006 to 31 December 2007
£'000 £'000
Group Company
Auditors' remuneration for audit 14 14
services
Other professional fees 247 247
Accounts and administrative fees 190 190
Investment Managers fees 1,492 1,492
Non-executive directors fees 113 113
Total 2,056 2,056
The Group and Company have no employees. No amounts were paid to BDO Novus
Limited by the Company and its subsidiary undertakings in respect of non-audit
services.
5. Taxation
(a) Company
The Company is exempt from taxation under the provisions of the Income Tax
(Exempt Bodies) (Guernsey) Ordinance, 1989.
(b) Group
The Group's tax expense for the period comprises:
For the period from 15 May 2006 to 31 December 2007
£'000
Group
Tax expense reconciliation
Profit for the period 2,267
Less: Income not taxable (4,323)
Add: Expenditure not taxable 2,056
Total -
There are no deferred tax assets or liabilities at 31 December 2007.
6. Dividends
No dividend has been paid or proposed for the period ended 31 December 2007.
7. Earnings per share
The calculation of the basic and diluted earnings per share is based on the
following data:
For the period 15 May 2006 to For the period 15 May 2006 to
31 December 2007 30 June 2007
Earnings per income statement 2,267 1,051
(£'000)
Weighted average number of
ordinary shares (000's) 75,000 75,000
Basic and diluted earnings 3.0p 1.4p
per share
The warrants issued to the investment manager (note 15) could potentially dilute
basic earnings per share in the future.
The average share price over the period is lower than the exercise price of the
warrants and therefore these are not dilutive.
8. Net asset value per share
31 December 2007 30 June 2007
Net asset value (£'000) 74,338 73,121
Number of ordinary shares (000's) 75,000 75,000
Net asset value per share 99.1p 97.5p
9. 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 held Country of Principal
with voting incorporation activity
rights
Alpha Tiger Cyprus Holdings Limited Ordinary 100 Cyprus Holding Company
The Company has invested £2,600,000 in 20,935 redeemable preference shares of
INR1 each at a premium of INR 9,999 each in Alpha Tiger Cyprus Holdings Limited.
The shares are redeemable at any time by the Company with each share being
redeemed at the initial issue price. The shares carry no right to income.
The Directors do not intend to request redemption of the preference shares
within one year and accordingly these shares have been classified as a
non-current amounts receivable from the subsidiary undertaking.
10. Categories of financial assets and liabilities
Notes Loans and Receivables
Group Company
£'000 £'000
Non-current financial assets
Amounts receivable from 9 - 2,658
subsidiary
Total non-current financial - 2,658
assets
Current financial assets
Trade and other receivables 11 791 791
Cash and cash equivalents 74,104 71,504
Total current financial assets 74,895 72,295
Total financial assets 74,895 74,953
Notes Financial liabilities measured at amortised cost
Group Company
£'000 £'000
Current financial liabilities
Trade and other payables 12 557 557
Total current financial liabilities 557 557
11. Trade and other receivables
Group Company
£'000 £'000
Accrued bank interest 112 112
Other debtors 679 679
Total 791 791
Other debtors include a fully refundable deposit paid to Xansa plc in relation
to the execution of the framework agreement (£500,000) and associated deferred
costs.
No trade and other receivables were impaired during the period. The Directors
consider that the carrying amount of trade and other receivables approximate
their fair value.
12. Trade and other payables
Group Company
£'000 £'000
Accruals 189 189
Investment Manager's fee payable 368 368
Total 557 557
Trade and other payables 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 and other payables approximate their
fair value.
13. Share capital
Number of shares £'000
Authorised
Ordinary shares of no par value Unlimited -
Issued share capital
At 15 May 2006 - -
Ordinary shares of no par value issued in the 75,000,000 -
period
At 31 December 2007 75,000,000 -
The Company has one class of ordinary share which carries no right to fixed
income
14. Reserves
The movements in the reserves for the Group and the Company are shown in the
Group and Company Statements of Changes in Equity.
Share Premium
On 12 January 2007 the Royal Court of Guernsey confirmed the reduction of
capital by way of cancellation of the amounts standing to the credit of its
share premium account on that date. The amount cancelled was credited to the
special reserve.
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.
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.
15. Share based payments
Warrants
The Company has issued warrants to the Investment Manager pursuant to which it
has been granted the right to subscribe for 3,750,000 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 21 December 2011. 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.
The fair value of the warrants at grant date has been measured as £39,553 using
an appropriate option pricing model. In light of the immaterial amount of the
fair value the directors do not consider it worthwhile to disclose the
assumptions used in determining this fair value. As noted above, the Group
recognised a charge of £39,553 in respect of the warrants; this charge was taken
to the share premium account.
The weighted average exercise price of outstanding warrants at 31 December 2007
was £1.00, with a weighted average remaining contractual life of 4 years.
16. Events after the balance sheet date
On 3 December 2007, the Company announced it had entered into an agreement to
acquire a 74 per cent. equity interest in a business park project (Logix
Technova) in NOIDA Sector 132.. The Company together with Logix, one of the
leading developers of business parks in North India , will develop approximately
575,000 sq. ft. of business park and other support facilities at the site. The
anticipated cash commitment of the Company is £11.5 million. Subsequent to the
year- end and further to the satisfaction of certain conditions precedent, Alpha
Tiger has invested £5.1 million.
On 25 March 2008, Alpha Tiger announced a further transaction at NOIDA in Sector
140a to co-develop with Logix approximately 1.2 million square feet of business
park-led space in an SEZ and representing a cash commitment of £14.7 million for
a 50% interest in the total development.
17. 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.
The Investment Manager is entitled to receive a fee from the Company at an
annual rate of 2 per cent of the net assets of the Company, 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 15 per
cent subject to a rolling 3 year high water mark.
Details of the Investment Manager fees for the current accounting period are
disclosed in note 4 and the balance payable at the balance sheet date is shown
in note 12.
The Investment Manager has also been issued warrants over the Company's ordinary
share capital, further details of which are provided in note 15.
The Directors of the Company received fees for their services with a total
charge to the income statement during the period of £113,316. Further details
are provided within the Directors Report.
The Investment Manager received payment of £300,000 in respect of time costs and
expenses incurred by the Investment Manager in connection with the initial
placing and admission to AIM.
Pacific Investments Plc, a company controlled by Sir John Beckwith, who also
controls the Investment Manager, was paid £150,000 in respect of their
professional costs and expenses in connection with the initial placing and
admission to AIM. Pacific Investments Plc owned 457,000 shares in the Company at
31 December 2007.
The following, being partners of the Investment Manager, held the following
shares in the Company at 31 December 2007:
Number of shares held
Sir John Beckwith 1,000,000
P. Rose 200,000
M. Johnson 50,000
B. Bauman 50,000
S. Wilson 2,500
18. Financial instruments risk exposure and management
In common with similar 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.
Principal financial instruments
The principal financial instruments used by the Group and Company from which
financial instrument risk arises, are as follows:
• Amount receivable from subsidiary undertaking
• Trade and other receivables
• Cash and cash equivalents
• Trade and other payables
The Group and Company held no derivative instruments during the period ended 31
December 2007.
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 instruments risk exposure and management
policies apply equally to the Group and 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. The
Group policy is to maintain its cash and cash equivalent balances with a number
of financial institutions as a means of diversifying credit risk. 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.
b) Company
The Company's credit risk principally arises from amounts due from subsidiary
undertakings and cash and cash equivalents. The Company follows the same group
policy with regards to diversification of banking arrangements. Amounts
receivable from subsidiaries are of a long term nature and the loans are
monitored on a regular basis.
The Group and Company's maximum exposure to credit risk by class of financial
instrument is shown below:
Group Group Company Company
£'000 £'000 £'000 £'000
Maximum Exposure Carrying Value Maximum Exposure Carrying Value Maximum Exposure
Amount receivable from
subsidiary undertaking - - 2,658 58
Trade and other receivables 791 791 791 791
Cash and cash equivalents 74,104 74,104 71,504 71,504
Total 74,895 74,895 74,953 74,953
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 has
procedures with the object of minimising these risks such as maintaining
sufficient cash and other highly liquid current assets. Cash and cash
equivalents are placed with financial institutions on a short term basis
reflecting the Group's desire to maintain a high level of liquidity in order to
enable timely completion of investment transactions.
All of the Group and Company's financial liabilities are repayable within one
year.
Market risk
a) Foreign exchange risk
The Group intends to operate in India and will be exposed to foreign exchange
risk arising from various currency exposures, primarily with respect to Sterling
and Indian Rupees. Foreign exchange risk arises from future commercial
transactions, recognised monetary assets and liabilities and net investments in
foreign operations.
At 31 December 2007 the Company had a small foreign exchange exposure in Rupees
in relation to the loan given to the Subsidiary. The Group had no exposure to
Rupees as all of the Group's financial assets and liabilities are denominated in
Sterling.
b) Cash flow and fair value interest rate risk
The Group and Company 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
% £'000 % £'000
Amounts receivable from
subsidiary undertakings
Non interest bearing - - - 2,658
Trade and other receivables
Non-interest bearing - 791 - 791
Cash and cash equivalents
Variable rate % 5.7 74,104 5.7 71,504
Financial liabilities carried
at amortised cost
Trade and other payables
Non-interest bearing - 557 - 557
The Group and Company's cash flow is periodically monitored by the Board.
The sensitivity analysis below is 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,
changes in interest rate and changes in market value.
For the Group, an increase of 100 basis points in interest yields would result
in an increase in post-tax profits of £741,000. A decrease of 100 basis points
in interest yields would result in a decrease in post tax profits of £741,000.
For the Company, an increase of 100 basis points in interest yields would result
in an increase in post-tax profits of £715,000. A decrease of 100 basis points
in interest yields would result in a decrease in post tax profits of £715,000.
Capital risk management
The Company'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 Company may adjust the
amount of dividends paid to shareholders, return capital to shareholders, issue
new shares or sell assets to reduce debt.
The Group and Company have no borrowings, accordingly the Group had a nil
gearing ratio, but expects to target borrowing levels of between 50-60% of gross
assets in due course. All funds are currently held as cash.
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Directors and Company information
Directors: Independent Valuers: Legal Advisors in the UK:
David Jeffreys (Chairman) Colliers International (Hong Kong) Norton Rose
Jeff Chowdhry Limited 3 More London Riverside
Roddy Sage Suite 5701 Central Plaza London SE1 2AQ
Phillip Rose 18 Harbour Road
Serena Tremlett Wanchai, Hong Kong
Registered Office: Financial and Corporate Advisors: Legal Advisors in India:
Regency Court Kinmont Limited FoxMandal Little
Glategny Esplanade FM House
St Peter Port 5 Clifford Street A-9, Sector - 9
Guernsey London W1S 2LG NOIDA 201301
NCR of Delhi
Investment Manager: Auditors: India
BDO Novus Limited
Alpha Real Capital LLP Elizabeth House
124 Sloane Street Ruette Braye
London SW1X 9BW St Peter Port Bankers in Guernsey:
Guernsey GY1 3LL Royal Bank of Scotland International Limited
Royal Bank Place
Administrator and Secretary: 1 Glategny Esplanade
Tax Advisors in the UK: St Peter Port
International Administration Guernsey GY1 4BQ
(Guernsey) Limited Ernst & Young LLP
Regency Court 1 More London Place Registrar:
Glategny Esplanade London SE1 2AF Computershare Investor Services (Channel
St Peter Port Islands) Limited
Ordnance House
Guernsey GY1 3CH Tax Advisors in India: 31 Pier Road
St Helier
BMR Advisors Jersey JE4 8PW
Nominated Advisor The Great Eastern Centre
and Joint Broker First Floor
Panmure Gordon (UK) Limited 70, Nehru Place
Moorgate Hall New Delhi - 110 019
155 Moorgate India
London EC2M 6XB
Legal Advisors in Guernsey:
Joint Broker Carey Olsen
Canaccord Adams 7 New Street
St Peter Port
Cardinal Place Guernsey GY1 4BZ
7th Floor
80 Victoria Street
London SW1E 5JL
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Shareholder information
Further information on the Company, compliant with AIM Rule 26, can be found at
the Company's website:
www.alphatigerpropertytrust.com
Share Price
The Company's Ordinary Shares are listed on the London Stock Exchange and
reported daily in the Financial Times.
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 Company'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 Date
Notification of full year 25 March 2008
results
Publication of annual report and 30 April 2008
notice of Annual General Meeting
Annual General Meeting 23 May 2008
Trading statement (quarter 1) 30 May 2008
Half Yearly Report 25 September 2008
This information is provided by RNS
The company news service from the London Stock Exchange