Final Results - Pre-tax Profit Up 53%

CLS Holdings PLC 14 February 2000 CLS HOLDINGS PLC RESULTS FOR THE YEAR ENDED 31 DECEMBER 1999 FINANCIAL HIGHLIGHTS - NAV per share up 32.5% to 243.9 pence - Profit before tax up 53.0% to £16.9 million (1998: £11.1 million) - Investment division profits of £4.6 million (1998: £0.7 million) - £36.1 million cash at bank up 24.5% - Buy-back during 1999 of 9.6% of shares for £14.3 million (1998: 2.6% of shares for £3.6 million) - Proposed tender offer buy-back of 1 in 40 shares at a price of 185 pence per share Key statistics 31.12.99 31.12.98 NAV per share 243.9 p 184.1 p Up 32.5% FRS 13 adjustment 10.2 p 20.4 p Down 50.0% (after tax) Earnings per share 14.0 p 8.8 p Up 58.1% Shares in issue 101,962 112,748 Down 9.6% (000's) Capital 7.5 p 10.0p * Down 25.5% Distribution per share * includes interim dividend and in addition, an interim tender offer buy back of shares. The Group's financial performance is continuing to show strong growth. Other financial information 31.12.99 31.12.98 Property portfolio £499.2 m £404.7 m Up 23.4% Net rental income £33.7 m £28.8 m Up 17.3% Other property related £4.9 m £2.7 m Up 79.0% income Operating profit £32.2 m £26.6 m Up 20.9% Financial income £5.7 m £2.1 m Up 173.9% Profit before taxation £16.9 m £11.1 m Up 53.0% Profit after taxation £14.8 m £10.1 m Up 46.5% Net asset value £248.7 m £207.6 m Up 19.8% Cash £36.1 m £29.0 m Up 24.5% Gearing 100.7% 93.0% Up 8.3% Interest cover 1.60 1.54 Up 3.9% times times BUSINESS HIGHLIGHTS - Formation of Investment Division - 18 January 1999 Hoechst lease surrender for £8.0 million - 2 March 1999 Acquisition of Colne House, Watford at initial yield of 10 per cent - Completion of lettings at Elan House, EC4 - 23 June 1999 £34.5 million acquisition of Solna Business Park, Sweden - 30 June 1999 Aegis lease surrender for £1.85 million - Completion of lettings at 230 Blackfriars Road, SE1 to American Express and Medical Defence Union - Completion of leisure development at One Leicester Square - First major letting at Solna Business Park to the Swedish Post Office of up to SEK14.2 million (£1.0 million) per annum For further information, please contact: Glyn Hirsch, Chief Executive, CLS Holdings plc 020 7582 7766 Jilly Woolridge/Rebecca Shand, Equity Marketing 020 7242 8005 CHAIRMAN'S STATEMENT The group enjoyed another successful year and the results show our continued progress. The total return to shareholders during the year was 23.6 per cent (£49.0 million) based on movement in shareholders' funds and share buy-backs implemented during the year. The group achieved a 53.0 per cent increase in pre-tax profits to £ 16.9 million. Net assets of the group increased from £207.6 million to £248.7 million, giving a 32.5 per cent increase in net assets per share to 243.9 pence (1998: 184.1 pence). At the year end the post-tax FR13 adjustment amounted to 10.2 pence per share, down from 20.4 pence. Rental income, represented by rents, service charge and other income received from tenants increased by 17.3 per cent to £33.7 million. This increase would have been greater but for the empty space in the course of refurbishment. Gearing at the year end was 100.7 per cent. The Company's share price has improved by 23 per cent during 1999 but still remains at an even greater discount to net asset value than at last year end, despite a strong property market. In these circumstances your Board continues to believe in the benefits of distributing cash as capital dividends by way of a tender offer buy-back in lieu of a cash dividend. The Board has therefore decided to recommend a tender offer buy-back of 1 in 40 shares at a price of 185 pence per share, which will further enhance net asset value per share. During the year the main achievements in the property field have been lease surrenders at Vista Office Centre and New London House, the successful completion of our refurbishments of 230 Blackfriars Road and One Leicester Square, and the acquisition of Solna Business Park in Stockholm. A full account of the group's property activities appears in the Property Review. Additionally £4.6m of our pre-tax profits have been derived from our expanding investment division, as compared with £0.7 million in 1998. Further details of our investments are set out in the Investment Review. During the year the group increased its shareholding in Citadel Holdings plc from 12.3 per cent to 17.4 per cent. The strong performance of that company continues, thus increasing the value of our performance warrants. These have not been included as an asset in our balance sheet. We made no significant investments in 1999 in UK property assets apart from the acquisition of Colne House, Watford at £6.7 million. Although we have looked at a number of opportunities we do not believe that the yields at which many properties are being sold provide attractive opportunities for a significant increase in investment returns in the near future. We have therefore sought to maximise returns from our existing portfolio through active management and new lettings. At the year end only 5.7 per cent of our UK property portfolio was unlet. During the coming year we will continue to seek further property investments in the office sector both inside and outside the UK which can offer significant returns to the group. We are pleased that currently less than 0.9 per cent of our rental income is derived from retail property. We also plan to commence three new developments in the UK on property we already own, comprising over 100,000 square feet of predominantly office use. We envisage further investment in Solna Business Park to increase the lettable space which we believe will generate considerable additional rent and profit. We also intend to continue to expand our investments outside the property industry. The combination of stable and increasing cash returns from our core property activities combined with astute investments in the telecommunications and high technology sectors has produced attractive returns for shareholders and the Board believes that these will continue. It is in conjunction with the development of our investment business that we are delighted to announce the appointment of Patrik Granster to the Board as an additional non-executive director. He is a founder of Speed Ventures AB, an established Swedish venture fund company, and his knowledge of and contacts in the Swedish financial market will be of great benefit to this part of our business. The current year has started well, we are close to letting Drury Lane and Vista is progressing satisfactorily. In September 1998 we invested £0.1 million in shares in Microcosm and at 31 December 1999 this investment was carried in the balance sheet at cost. In January 2000 our shares in Microcosm were exchanged for shares in Conextant Systems (a NASDAQ listed company with a market capitalisation in excess of US$10 billion) and these shares have now been sold for £1.6 million. The profit from this transaction will be included in the results for the first half of the year ended 31 December 2000. I take this opportunity to thank my fellow Directors, our staff, professional advisers, bankers and shareholders for their support during the year. FINANCIAL REVIEW Results The results for the year have shown substantial growth, with pre-tax profit amounting to £16.9 million showing an increase of 53.0 per cent over the previous year. The Balance Sheet has continued to strengthen with net asset value increasing to 243.9 pence per share, an increase of 32.5 per cent. Gearing has increased to 100.7 per cent and cash reserves of £36.1 million were held at the balance sheet date. A number of redevelopment and refurbishment projects have been successfully completed during the year, principally One Leicester Square and 230 Blackfriars Road, and the revenue from these properties, together with our new acquisition, will underpin further growth in the Group's core property activities. During 1999 the Group has developed its investment division to incorporate trading in covered share options and share investments within the IT and telecommunications sector. These activities have made a contribution to profits of £4.6 million of which £1.7 million was reported in the first half of the year (1998: £0.7 million). In May 1999 the Group increased its shareholding in Citadel Holdings plc from 12.3 per cent to 17.4 per cent. As a consequence of its increased influence in this Company, the Group has treated it as an associate company and has included its share of the results of Citadel, on a pro-rata basis. The Group has also included its share of the results of its joint venture in Teighmore Limited (the company that owns Southwark Towers), from 1 October 1999, in which it has a 25 per cent share of profits. There have been no sales of property during the year, in 1998 gains from sale of investment properties and subsidiaries amounted to £2.6 million. Net rental income Rental income at £33.7 million has been restated to include the effect of service charge income and expenditure, a net expense of £2.4 million. This reflects an increasing proportion of the portfolio, mainly relating to Swedish properties, being invoiced at an all inclusive rent. The increase in net rental income of £5.0 million is mainly the result of revenue generated by Solna Business Centre in the second half and a full year contribution from the Vnerparken property portfolio acquired in September 1998. The increase also reflects the inclusion of the Group's share of joint venture and associate company turnover, amounting to £1.2 million. Other property related income Other property related income of £4.9 million showed an increase of £2.2 million over the previous year. The three main elements included a profit of £2.5 million on the surrender of a lease at Vista Office Centre, a profit of £0.8 million on the surrender of a lease at New London House and the management charge to Citadel Holdings plc of £0.8 million. Administrative expenditure Administrative expenditure increased by £1.4 million to £4.8 million. The principal reasons for this increase were: - The inclusion of Solna Business Centre results in the second half and Vnerparken for the full year resulted in an increase in administrative expenditure of £0.6 million over the previous year. - Costs of £0.2 million relating to new computer systems, partly in preparation for year 2000. - An increase in personnel costs of £1.0 million, reflecting staff and directors' bonuses and a strengthening of the management team. This included the addition of a number of senior staff in late 1998 and 1999, in the areas of development, international investment and finance. Of the annual increase in staff costs, £0.2 million was recovered within the management charge to Citadel Holdings plc. Non Recoverable property expenses Non recoverable property expenses amounted to £1.4 million of which £0.5 million related to properties undergoing refurbishment. Financial Costs Net interest and financial charges at £15.3 million showed a decrease of £2.9 million over net expenditure in 1998. Interest receivable and financial income at £5.7 million, included interest receivable of £1.6 million, £4.6 million in respect of our investment division and foreign exchange losses of £0.5 million. This is dealt with in more detail in our investment review. Interest payable and related charges at £21.0 million (1998: £20.4 million) included for the first time associate and joint venture interest payable of £0.6 million. Also included were interest costs of £0.9 in respect of the acquisition of Solna Business Park. During the year a number of loans were refinanced and the related legal and arrangement fees are being amortised over the duration of the loans. The overall reduction in the base rate during 1999 and the low funding cost for the Solna acquisition was reflected in the average cost of borrowing falling to 7.5 per cent at 31 December 1999 (1998: 8.8 per cent). The average cost of borrowing for the UK portion of our debt was 8.5 per cent and 5.8 per cent for the international element. A substantial development programme for a number of properties has been undertaken during the year, principally at One Leicester Square, 230 Blackfriars Road and Vista Office Centre. This has resulted in interest amounting to £ 1.1 million having been incurred at One Leicester Square and 230 Blackfriars Road for which minimal rental income was recognised during the first nine months of the year. The interest has been expensed through the profit and loss account as it was incurred. Financial costs also include the depreciation of interest rate caps amounting to £0.8 million. Taxation The Group's taxation charge is maintained at a relatively low rate as a result of substantial corporation tax losses brought forward in some subsidiaries and significant capital allowances on many of the Group's properties. These factors should continue to benefit the Group in the immediate future. The Group has made a voluntary tax payment of £2.0 million in order to utilise surplus ACT. The utilisation of ACT increases the tax losses that are available to be offset against future tax liabilities. Financial Results by Location and sector The results of the Group have been analysed by location and main business activity as set out below: Property Property Investment Total London International Division £m £m £m £m Turnover (excluding associate / JV) 37.4 31.7 5.7 Operating expenses (6.2) (5.0) (1.2) Operating profit 31.2 26.7 4.5 Associate / JV operating profit 1.0 0.2 0.8 Treasury operations 4.6 4.6 Net interest payable and related charges (19.9 (16.7) (3.2) Profit on ordinary activities before tax 16.9 10.2 2.1 4.6 Investment Properties The investment property assets of the group, including plant and machinery, have increased by 23.4 per cent per cent to £499.8 million (1998: £405.0 million). During the year the quality of the portfolio was substantially improved through refurbishment and redevelopment, the costs of which amounted to £14.0 million. Annualised rent at 31 December 1999 was £37.7 million (1998: £30.3 million) equating to a yield of 7.6 per cent (1998: 7.5 per cent). An analysis of the location of investment property assets and related loans is set out below: Balance Total Sheet Other Property 1999 £m £m £m % Investment Properties 499.8 499.8 100% Loan (286.6) (286.6) 100% Other 35.5 35.5 Equity Investment 248.7 35.5 213.2 100% Equity as a Percentage of Investment 42.7% £m £m £m Opening Equity 207.6 24.9 182.7 Increase during 1999 41.1 10.6 30.5 Closing equity 1999 248.7 35.5 213.2 London International Property Property £m % £m % Investment Properties 398.1 79.7% 101.7 20.3% Loan (224.1) 78.2% (62.5) 21.8% Other Equity Investment 174.0 81.6% 39.2 18.4% Equity as a Percentage of Investment 43.7% 38.5% £m £m Opening Equity 173.3 9.4 Increase during 1999 0.7 29.8 Closing equity 1999 174.0 39.2 The increase in equity for London properties of £0.7 million would have been substantially higher were it not for the fact that we have extracted equity by way of refinancing some properties during the year. This has been utilised within investments and other assets. Debt Structure Financial instruments are held by the Group principally to finance holdings of investment properties and to manage interest and exchange rate risk. This has been accomplished by borrowing in local currencies from reputable lending institutions, the purchase of interest rate hedging instruments and securing fixed rate borrowing arrangements. The Group has thereby hedged all of its interest rate exposure. In addition, various other financial instruments have arisen in the normal course of business and the active management of Group's treasury activities. The activities of the Group are mainly financed through share capital and reserves and long term loans, which are secured against the properties to which they relate. The Group has continued to pursue a financial strategy in relation to its London based portfolio to raise floating rate long term loans linked to interest rate caps. Caps are normally purchased on a medium term basis with interest capped at an average rate of 7.6 per cent in order to provide protection against a rise in interest rates. International property acquisitions have been financed through a combination of long term fixed rate loans at an average interest rate of 6.1 per cent and floating rate for which the average interest charge in 1999 was 4.75 per cent. In addition, the Group entered into forward foreign exchange contracts in order to hedge its foreign currency translation exposure. The net borrowings of the Group at 31 December 1999 were £246.2 million, an increase of £56.4 million over the previous year, reflecting the Group's active refurbishment programme and the acquisition of new properties. Of the net debt at 31 December 1999, £107.4 million (45.6 per cent) represented fixed rate loans. Non-interest bearing debt amounted to £23.1 million (1998: £19.5 million). The Group has adopted the requirements of FRS13, which addresses among other things, disclosure in relation to derivatives and other financial instruments. If our loans were held at fair value then the Group's fixed rate debt at the year end would be in excess of book value by an amount of £14.9 million (1998: £33.2million) which net of tax at 30 per cent (1998: 31 per cent) equates to £10.4 million (1998: £23 million). A substantial amount of this is attributable to one long-term loan secured against a property with government covenanted income for the period of the loan which is sufficient (without any increase in rent over the term of the lease) to cover our interest obligations. The contracted future cash flows from the properties securing the loans are sufficient to meet all interest and ongoing loan repayment obligations. Only £11.7 million (4.0 per cent) of the Group's total debt of £286.5 million matures within the next 12 months with £117.8 million (41.1 per cent) maturing after five years. At 31 December 1999, £62.5 million (61.5 per cent) of overseas asset value was financed by local currency borrowings. These principally related to the acquisition of Vnerparken and Solna Business Centre. Distribution At the half year the Company stated its intention to recommend a distribution to shareholders by way of a tender offer buy-back in lieu of an interim dividend. This was fully taken up in November 1999. With the current share price remaining at a considerable discount to net asset value, your Board is proposing a further tender offer buy- back of shares in lieu of paying a cash dividend, on the basis of 1 in 40 at a price of 185 pence per share. This will enhance net asset value per share and is equivalent in cash terms to a final dividend per share of 4.625 pence, yielding a total distribution in cash terms of 7.44 pence per share for the year (1998: 10.0 pence). In 1998 we were one of the first UK companies to propose a tender offer buy-back of shares. This was implemented in addition to the 1998 interim dividend. At 31 December 1998 there were 112,747,693 ordinary shares in issue. Since that date the Company has purchased 5,650,907 shares in the market for cancellation and completed the 1998 year end and 1999 interim tender offer buy-backs of 5,192,218 shares. This has involved a total cash expenditure of £14.3. The current number of shares in issue at today's date is 101,962,238 and should the current tender offer buy back be fully taken up, the number of shares in issue would be further reduced by 2,549,066 to 99,413,172. Corporate Structure The strategy has been to continue for the most part, to hold individual properties within separate subsidiary companies, each with one loan on a non-recourse basis. Year 2000 During the year ended 31 December 1999 the Group made considerable efforts to ensure that neither the systems operating within its properties nor its domestic computer systems would be adversely affected by the millennium date change. No issues have been noted to date. INVESTMENT REVIEW We commenced investing outside real property in January 1998. Our initial objective was to enhance cash returns on the Group's free cash resources by using the Board's investment expertise and knowledge of the high technology and internet industry. Since then the Board's contacts have enabled the Group to make a series of investments in businesses in this field prior to, or at the time of, flotation, with a particular emphasis on the Swedish market. Our investments have produced attractive returns to shareholders. In 1998 our investment division made profits of £0.7 million; in 1999 these profits increased to £4.6 million (£1.7 million of which was reported in the first half). Our investments are held in the balance sheet at the lower of cost or net realisable value. At 31 December 1999 this amounted to £4.3 million. The Directors believe that the market value of these investments is significantly higher than this figure. Indeed, already this year we have made a profit of £1.5 million on the disposal of our investment in Microcosm Communications Ltd which cost £0.1 million and was held at the year end at cost. This profit will be included in our results for the year ending 31 December 2000. We have a management team with experience in these types of investments and have formed an Investment Committee comprising Sten Mrtstedt, Glyn Hirsch, Keith Harris and Patrik Granster to advise on and to approve significant non-property investments. Sten Mrtstedt has had thirty years' experience of stock market and capital management; prior to joining CLS Glyn Hirsch was for eleven years a corporate finance director at Phillips & Drew (later UBS Limited) and is a non-executive director of Liontrust Asset Management plc and Glotel plc; and Keith Harris was Chief Executive of the Investment Banking Division of HSBC until last year and is currently the Chairman of Sports Internet Group plc and Chairman elect of Talisman House plc. Patrik Granster's experience is set out in the Chairman's Statement. Some of our key investments are listed below: Listed Companies Country * Autofill Sweden - Automated car refuelling * Cell Networks Sweden - Provider of strategy, design and technical services related to e-business solutions * Cyber Com Sweden - IT consultancy focusing on integration between core back office systems and new front office e-commerce systems * Effnet Sweden - Develops and sells high speed routers and firewalls * Hagstrmer & Sweden - Swedish stockbroker with technology Qviberg specialisation Fondkommission * Iquity Systems Sweden - Development and licensing of systems solutions and business concepts for communication via telephony and the internet * M2S Sweden - Interactive IT training * Novestra Sweden - Invests in smaller Nordic IT and e- commerce companies with high potential for growth * PC Express Sweden - Sales and support for Internet PC sales * Proffice Sweden - Manpower * Pronyx Sweden - IT consultancy specialising in production processes * Readsoft Sweden - Software company specialising in automated data capture solutions * Sectra Sweden - Medical imaging, security and wireless communications * Softronic Sweden - Insurance industry technology management system * Spray Ventures Sweden - Swedish supplier of low cost internet access * Utfors Sweden - Aims to deliver the next generation of full suite IP based high speed services and telephone Unlisted Companies Country * Artisan UK - Developing software tools to aid Software Tools development of technical systems * BIW.COM UK - Building information over the internet * Breakertech UK - Protection of digitally distributed Technologies context * Easy Travel Sweden - Internet system selling travel tickets * Eighteen UK - Golf product retailing over the Global internet * Gecko Software UK - Development of software build to function in conjunction with existing major Management Framework Platform providers - Cabletron. * Mactive Sweden - Software packages for efficient production of sale and distribution of paper based and digital publications. * Microcosm UK - Fibre-optics Communications * Nordic Sensor Sweden - Biotechnology - electronic smell Technology detection and electronic tongue, for quality control purposes * Power Channel UK - Access providers for internet via TV * YAC.COM UK - Voice, e-mail and fax forwarding service * Yellowrent.com Sweden - Internet residential letting provider PROPERTY REVIEW Introduction During 1999 we have continued to enhance our portfolio through strategic refurbishment and acquisition. At the Year End the portfolio comprises 44 buildings which are predominantly offices, totalling 341,099 sq.m. (3,696,603 sq.ft.) of which 90 per cent totalling 306,760 sq.m. (3,302,000 sq.ft.) is let or pre-let. Our annualised net rental income currently totals £37.7 million per annum and this produces a 7.6 per cent yield on the portfolio of £ 499.2 million. Approximately £397.5 million (79.6 per cent) is located in the UK and £101.7 million (20.4 per cent) is in Sweden and Germany. Strategy We continue to target above average returns on equity whilst exposing our shareholders to lower than average risk. Portfolio Change The London market strengthened further this year with competitive demand increasing in both the occupational and investment markets. Recent interest rate increases have not had any perceptible impact on confidence. In the face of increasing rents and falling yields we have not found any reason to dispose of any properties but have researched numerous acquisitions. In March we bought Colne House, Watford for £6.4 million which showed an initial yield of 10 per cent after costs. The 2,381 sq.m. (25,629 sq.ft.) building is let in its entirety to Hitachi Europe Ltd. for a term expiring in 2010. The entire property is sublet to a subsidiary of Cable & Wireless plc thereby offering active management possibilities. The major acquisition of the year was the purchase of the now renamed Solna Business Park in North Stockholm. This property, on a 12.9 acre site, is located in between the city centre and the airport and totals 112,900 sq.m. (1.215 million sq.ft.) of office, distribution and warehouse accommodation in four adjacent buildings. At purchase the net income totalled £2.1million p.a. (SEK 28.4 million) and on the total acquisition price of £34.3 million (SEK 463 million) shows a net initial yield of 6.1 per cent reflecting the fact that approximately 30,000 sq. m of space was un-let. Since acquisition we have agreed a street improvement scheme with the local authority and we have announced the letting of 8,295 sq.m. (96,071 sq.ft.) to the Posten Sverige AB (IT department of the Swedish Post Office) increasing the rent by £0.7 million per annum (SEK 9.7 million). We have advanced plans for this complex over the coming years which will eventually include the conversion of most of the industrial space to offices and planning permitting, an additional floor, which could provide a further 18,618 sq.m. (200,000 sq.ft.). We hope to achieve this in one of the buildings in the first quarter of 2000. Our goal, through active management, environmental improvement and tenant relationships, is to increase the rent from £4.0 million per annum to approximately £8.9 million per annum. (SEK122.6 million). In October we purchased a small freehold office in King Street, Hammersmith adjacent to one of our serviced offices, London House. This 1,895 sq.m. (20,399 sq.ft.) building is currently let at £0.3 million p.a. and shows a net initial yield of 9.8 per cent. In the medium term it provides us with the opportunity to expand the Business Centre or to undertake a complete redevelopment of the site should this be the more profitable solution. Portfolio Management Over the last year we have agreed a number of rent reviews ahead of expectations to increase the rental income by £0.3 million p.a.. We have moved several tenants within our portfolio of buildings to facilitate our refurbishment plans. Our refurbishment focus this year has been at One Leicester Square, Vista Office Centre in Hounslow, 230 Blackfriars Road and Coventry House (near Piccadilly Circus). Leicester Square 2,689 sq.m. (28,946 sq.ft.) is now complete and fully let. The majority of the property now comprises a bar, club, restaurant and nightclub, operated by the Big Beat Group Limited. It is widely considered to be the most innovative and attractive night- spot in London. The refurbishment of 230 Blackfriars Road 5,604 sq.m. (60,319 sq.ft.) to a full city specification has also been completed and fully let to American Express and the Medical Defence Union. These two developments will increase the portfolio rent by £3.7 million p.a. on an annualised basis. The first phase of the Vista refurbishment is complete and comprised a new reception hall, a state of the art gym, a new restaurant, a sports multi court and 966 sq.m. (10,400 sq.ft.) of the vacant office accommodation. Phase 2 is now underway and this includes a 20 metre indoor swimming pool. Upon completion of these works this property will offer an attractive range of facilities to tenants. Since taking the surrender from Hoechst we have let 4,278 sq.m. (46,050 sq.ft.) at a rent of £0.7 million p.a. We have also converted one of the floors into a Business Centre which is approximately 50 per cent occupied and this will be expanded once occupation reaches 80 per cent. Letting of the upgraded accommodation has commenced and we hope that by the end of 2000 a rental increase of £0.3 million p.a. should be achieved after a further investment of £0.5 million on two floors. This follows the surrender of the occupational lease on the building in 1998 for £8.0 million as reported at the interim stage. We expect that the refurbishment of 17 apartments at Coventry House will be finished during 2000. These will be made available to let. During 1999 we let a further 6,163 sq.m. (66,348 sq.ft.) throughout the portfolio following minor refurbishment to generate an additional annualised income of £1.0 million p.a.. We have Business Centres in four locations now, totalling 6,474 sq.m. (69,686 sq.ft.). Gross revenues total £1.2 million per annum and we are actively appraising suitable acquisitions. 1999 has been an active year. We have invested £ 14.0 million in our refurbishment programme in the UK and have increased rents by £ 3.7 million per annum. At this stage we anticipate investing up to an additional £21 million in the properties at Solna and a further £3.7 million on the UK portfolio and we are considering extending a number of our buildings this year if planning consent can be achieved. This expenditure should result in a rental increase of £4.9 million per annum in Solna and a further £0.5 million p.a. in the UK. Set out below is an analysis of the portfolio: Yield based on Area Area Year End receivable sq.m. sq.ft. Book Value rent Property (000's) (000's) £m % Inernational 173.7 1,895.1 101.7 8.06 London Property let > 10 years 58.0 624.7 186.9 7.01 London Property let 5-10 years 53.1 571.6 122.0 7.47 London Property let < 5 years 38.9 418.7 56.3 10.47 Referbishment Projects 17.4 186.9 32.3 4.43 Totals 341.1 3,697.0 499.2 7.55 Yield Rent based on Contracted ERV receivable Receivable Not yet of unlet rent + Rent receivable space potential Property Type £m £m £m rents % Inernational 8.2 0.7 4.9 *11.25 London Property let > 10 years 13.1 1.7 - 7.92 London Property let 5-10 years 9.1 0.2 0.8 8.28 London Property let < 5 years 5.9 - 0.1 10.66 Referbishment Projects 1.4 0.2 1.6 *8.89 Totals 37.7 2.8 7.4 *9.14 The above table shows the categories of assets we own and the future potential available from new lettings and refurbishments * Yields based on receivable rent and potential rents have been calculated on the assumption that year end book values will increase by anticipated refurbishment expenditure of £21.0 million for international assets and £3.7 million in respect of refurbishment projects. Consolidated Profit and Loss Account... for the year ended 31 December 1999 1999 1998 Notes £000 £000 Net rental income (including associates & joint ventures) 33,732 28,758 Less: Joint venture (190) - Associate (1,047) - 32,495 28,758 Other property related 4,907 2,741 income 37,402 31,499 Administrative expenses 2,3 (4,791) (3,397) Net property expenses (1,427) (1,460) (6,218) (4,857) Group Operating Profit 31,184 26,642 Share of joint ventures' operating profit 184 - Share of associates' operating profit 837 - Operating Profit including joint ventures 32,205 26,642 and associates Gains from sale of - 465 subsidiary Gains from sale of investment property - 2,131 Profit on Ordinary Activities Before 32,205 29,238 Interest Interest receivable and financial income: Group 5,675 2,080 Joint Venture - - Associate 23 - Interest payable and related charges: 4 Group (20,373) (20,264) Joint Venture (173) - Associate (444) - Profit on Ordinary Activities Before 3, 16,913 11,054 Taxation 6 Tax on Profit on ordinary activities: Group (2,121) (961) Joint Venture - - Associate (4) - Profit For The Financial 9 14,788 10,093 Year Dividends 10 - (3,406) Retained Profit For The 23 14,788 6,687 Year Basic Earnings per Share 11 14.0p 8.8p Diluted Earnings per 11 14.0p 8.8p Share Consolidated Balance Sheet... at 31 December 1999 1999 1998 Notes £000 £000 Fixed Assets Tangible assets 12 499,847 404,966 Investments: 13 Interest in joint venture: Share of gross 9,856 - assets Share of gross (9,165) - liabilities 691 - Interest in associate 6,631 - Other Investments 391 4,435 507,560 409,401 Current Assets Stocks - trading 14 - 83 properties Debtors - amounts falling due after more 15 2,952 2,597 than one year Debtors - amounts falling due within one 15 5,754 4,735 year Investments 4,326 3,217 Cash at bank and in hand 36,072 28,975 49,104 39,607 Creditors: amounts falling due within one 17 (33,984) (29,764) year Net Current Assets 15,120 9,843 Total Assets Less Current Liabilities 522,680 419,244 Creditors: amounts falling due after more than one year Bank and Other Loans 18 (273,962) (211,674) Net Assets 248,718 207,570 Capital and Reserves Called up share capital 21 25,491 28,187 Share premium account 23 38,047 49,211 Revaluation reserve 23 117,848 80,707 Capital Redemption 23 3,460 723 Reserve Other reserves 23 18,977 19,010 Profit and loss account 23 44,895 29,732 Total Equity Shareholders' Funds 248,718 207,570 Consolidated Cash Flow Statement... for the year ended 31 December 1999 Notes 1999 1998 £000 £000 Net cash inflow from operating 24 37,905 28,389 activities Returns on investments and servicing of finance Interest received 5,978 2,020 Interest paid (19,295) (18,730) Interest rate caps purchased (925) (51) Net cash outflow from returns on investments and servicing of finance (14,242) (16,761) Taxation (3,344) (899) Capital expenditure and financial investment Purchase and enhancement of (53,970) (51,352) properties Sale of investment properties - 41,392 Disposal of other fixed 17 53 assets Purchase of other fixed (913) (296) assets Purchase of own (14,695) (3,614) shares Net cash outflow for capital expenditure and financial investment (69,561) (13,817) Acquisitions and disposals Investment in associate (2,072) - undertaking Sale of subsidiary undertaking - 2,803 Equity dividends - (3,517) paid Net cash outflow before use of liquid resources (51,314) (3,802) and financing Management of liquid resources Cash released / (placed) on 4,824 (10,324) short term deposits Current asset (1,790) (1,576) investments Financing Issue of ordinary share capital 162 - Expenses paid in connection with - (9) share issue New loans 101,916 51,733 Repayment of (41,877) (36,310) loans Net cash inflow from financing 60,201 15,414 Increase / (Decrease) in cash 25 11,921 (288) Statement of Total Recognised Gains & Losses. for the year ended 31 December 1999 1999 1998 £000 £000 Profit for the financial 14,788 10,093 year Unrealised surplus on revaluation of 41,404 19,478 properties Currency translation differences on foreign (509) 118 currency net investments Other recognised gains relating to the 40,895 19,596 year Total gains and losses recognised since 55,683 29,689 last annual report Reconciliation of Historical Cost Profits & Losses. For the year ended 31 December 1999 1999 1998 £000 £000 Profit for the financial year 14,788 10,093 Realisation of property revaluation gains and 4,050 2,476 losses of previous years Historical cost profit for the financial 18,838 12,569 year Reconciliation of Movements in Shareholders' Funds. for the year ended 31 December 1999 1999 1998 £000 £000 Profit for the financial 14,788 10,093 year Dividends - (3,406) 14,788 6,687 Other recognised gains relating to the 40,895 19,596 year New share capital issued 162 3,787 Purchase of own shares (14,468) (3,614) Expenses of share issue/purchase of own (229) (9) shares Net additions to 41,148 26,447 shareholders' funds Opening shareholders' funds 207,570 181,123 Closing shareholders' funds 248,718 207,570

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