9 November 2012
LONDON & STAMFORD PROPERTY PLC
("London & Stamford", "LSP" or the "Group")
INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2012
Financial highlights
|
Unaudited Six months to 30 September |
Unaudited |
Audited |
Net income |
£20.5m |
£21.5m |
£42.2m |
Underlying profit* |
£14.6m |
£13.0m |
£24.2m |
Revaluation surplus* |
£16.9m |
£1.6m |
£5.7m |
Impairment of Meadowhall bonds |
£(23.2)m |
- |
- |
Movement in derivatives* |
£(3.4)m |
£(10.2)m |
£(8.9)m |
Exceptional costs and tax* |
£(9.8)m |
£(9.7)m |
£(15.7)m |
(Loss)/profit for the period |
£(4.9)m |
£(5.3)m |
£5.3m |
EPRA earnings for the period |
£13.4m |
£11.5m |
£24.0m |
Investment properties* |
£723.1m |
£1,012.3m |
£1,021.2m |
Interest in Meadowhall held for sale |
£95.8m |
- |
- |
Cash deposits |
£98.9m |
£124.6m |
£136.9m |
Bank debt |
£231.6m |
£316.3m |
£319.8m |
Net assets |
£609.8m |
£645.5m |
£633.6m |
NAV per share |
112.3p |
118.3p |
116.7p |
EPRA NAV per share |
114.0p |
120.6p |
119.1p |
Earnings per share |
(0.9)p |
(1.0)p |
1.0p |
EPRA earnings per share |
2.5p |
2.1p |
4.4p |
Dividend per share |
3.5p |
3.5p |
7.0p |
* Includes share of associates and joint ventures
· 30% increase in underlying trading profit from £11.2 million (six months to 31 March 2012) to £14.6 million.
· Interim dividend maintained at 3.5p in respect of the year to 31 March 2013.
· Following the sale of Meadowhall Shopping Centre, the group has cash resources of c.£200 million and geared firepower of approximately £1 billion.
· Acquisition of offices at Marlow and Leatherhead for £111.3 million financed by a new 5 year debt facility with DekaBank and Deutsche Postbank AG for £61.8 million.
· Acquisition of 149 residential apartments at Moore House, Chelsea by Central London Residential Joint Venture for £147 million, in which LSP has a 40% interest, financed by a new 4 year debt facility with Royal Bank of Scotland for £65 million.
· Disposal of interest in Meadowhall Shopping Centre in October 2012 at a net initial yield of 5.09%. Equity return of 129%.
· Concluding merger negotiations with Metric Property Investments Plc.
Raymond Mould, The Executive Chairman of London & Stamford Property Plc, said:
For further information contact:
London & Stamford Property Plc Raymond Mould Patrick Vaughan Martin McGann |
Tel: +44 (0)20 7484 9000 |
Kreab Gavin Anderson Richard Constant James Benjamin Anthony Hughes |
Tel: +44 (0)20 7074 1800 |
Notes to editors:
London & Stamford Property Plc was set up to exploit opportunities that it anticipated in the UK property cycle and is a group UK REIT. The Company has a highly experienced management team and invests in and actively manages commercial property, including office, retail and distribution real estate assets, all of which are located in the UK, and in residential assets in Central London.
The Company is traded on the London Stock Exchange's Main Market (LSP.L) and is authorised by the FSA to carry out certain regulated activities.
Further information on the Company is available from the Company's website: www.londonandstamford.com
Chairman's Statement
In my statements to you over the last eighteen months, I have consistently highlighted our belief that by maintaining patience, diligence and caution in our investment approach, our shareholders would be rewarded by better value opportunities to invest our significant cash resources.
In May of this year, I identified that we were engaged in due diligence on a number of existing opportunities and I am delighted to report that since then we have completed on the acquisitions of offices at Unilever House, Leatherhead and Marlow International and 149 residential apartments at Moore House, Chelsea. The total investment value was £258.3 million.
Early in October, alongside our partners, Green Park, we also completed the long awaited disposal of our interests in the Meadowhall Shopping Centre to Norges Bank Investment Management, the manager of the Norwegian Government Pension Fund Global, at a net initial yield of 5.09% which valued the centre at £1.525 billion, provided a return on our equity of 129.3% and added a further £95.8 million to our cash resources which now stand at almost £200 million.
Results
Our underlying profit for the six months to 30 September 2012 of £14.6 million is a 30% increase on the previous six months ended 31 March 2012 (£11.2 million).
This is a very satisfactory increase in underlying profit in a period where income was reduced by the sale of the Triangle portfolio which completed in April 2012. The impairment of Meadowhall ahead of its sale reduced profit by £23.2 million in respect of bond and debt mark to market allowances, which under accounting rules can only be recognised on a sale.
As a result of this impairment and the payment of the dividend in the period, the net asset value per share has fallen from 116.7p at 31 March 2012 to 112.3p at 30 September 2012.
The Board has approved an interim dividend of 3.5p per share (£19.0 million) in respect of the year to 31 March 2013 which maintains the dividend at the same level as the interim and final distributions in respect of 2012. The payment of the interim dividend will be made on 7 December 2012. Of the interim dividend of 3.5p per share 1.2p per share will be a Property Income Distribution.
The net debt position at the half year was £135.7 million (31 March 2012; £185.8 million) which represented gearing of 26% (31 March 2012; 28%) calculated as a percentage of investment property assets.
Cash resources
As at 30 September 2012, our cash balance was £98.9 million. This amount was supplemented on 8 October following the completion of the Meadowhall Shopping Centre sale by a further £95.8 million. Our total cash balance now stands at almost £200 million. When combined with committed but unspent funding from our joint venture partners, our cash resources represent geared firepower of approximately £1 billion.
Acquisitions in the period
In June 2012, the Group acquired an office building located on Leatherhead Office Park in the south east for £61.15 million. Unilever House comprises 179,457 sq ft of office space and is let to Unilever UK Limited at a rent of £4.4 million per annum with an unexpired lease term of 11 years.
In July 2012, the Group acquired a second office building in Marlow for £50.15 million. Marlow International comprises 231,016 sq ft of Grade A office space and is let principally to Allergan Limited, with an annual rent of £4.7 million and an average unexpired lease term of 7 years.
Also in July, our newly established Central London Residential joint venture with Green Park and the Public Sector Pension Investment Board acquired 149 apartments at Moore House, London, SW1 for £147 million. The Group has a 40% interest in this joint venture arrangement.
Disposals
As reported in my last statement to shareholders, the disposal of our Triangle portfolio of 17 distribution assets completed in April 2012. This generated net cash of £94 million.
On 6 October 2012 we completed the sale of our 15.7% interest in the freehold of the Meadowhall Shopping Centre to Norges Bank Investment Management at a gross asset price of £1.525 billion. The centre was acquired for £1.175 billion for a 6.75% net initial yield in February 2009 and generated a total return on our equity of 129.3%.
On disposal we were required to fair value the securitised debt, which was acquired as part of the corporate acquisition of our interest in February 2009, giving rise to a net loss of £23.2 million. Our investment in Meadowhall has been classified as an asset held for sale at the half year and the loss reflected in the income statement as an impairment of the asset held for sale.
Residential
The valuation of our residential portfolio including our share of joint venture arrangements at 30 September 2012 is £206.6 million, representing 28% of total investment property assets. The valuation increase of £18.3 million in the period represented a c.10% increase in the period.
Occupancy levels remain high at Highbury, Battersea and Clapham Road and at Moore House, which was only acquired in July, we have already completed 51 lettings and a further 5 units are under offer.
New rents achieved on lettings in the period showed an average increase of 7.2% per annum, ahead of our expectations.
In August 2012 our Central London Residential Joint Venture entered into a new four-year banking facility with Royal Bank of Scotland for £65 million secured against the Moore House apartments.
Practical completion for the 107 units at Seward Street, Islington is expected before the year end when a final payment of c.£45 million will be made. We contracted to acquire these units under construction in August 2011.
It is our intention to focus future residential investment through our joint venture arrangement and therefore we are exploring the possible divestment of our assets at Highbury, Battersea and Clapham Road and our interest at Seward Street.
Office portfolio
Our office portfolio, which now includes offices acquired at Leatherhead and Marlow as well as the two City of London assets, was valued at 30 September 2012 at £303.8 million and represented 42% of investment property assets.
The two new assets acquired generate further contracted income of £9.1 million per annum. A new five-year debt facility was entered into with DekaBank and Deutsche Postbank AG for £61.8 million to finance the acquisition of the two offices.
The lease at One Carter Lane will be terminated by Goldman Sachs in March 2013 and we are progressing detailed refurbishment plans which we aim to commence immediately on vacant possession of the building with a view to completion by the end of the year. One Fleet Place is let to SNR Denton and continues to generate a high quality income stream for the Group.
Distribution portfolio
At the half year our distribution portfolio, including our share of joint ventures, accounted for 28% of investment property assets.
Progress with the reletting of our vacant unit at Tamworth has been slower than expected, but we remain hopeful of securing a new letting. The rest of the portfolio remains fully let with a number of rent reviews progressing, providing a good quality and secure income stream.
Outlook
Looking forward, we remain convinced that deal flow is increasing and that the quality of opportunities is high. The spread between initial yields on current opportunities and the cost of debt provides the potential for double digit cash on cash yields which can contribute to an increasing level of dividend cover and ultimately dividend growth.
I am also delighted to report that we will today conclude negotiations for a merger with Metric Property Investments Plc, I do not cover this fully here as details will be announced immediately following the release of this Report.
Raymond Mound
Executive Chairman
9 November 2012
Independent Review Report to London & Stamford Property Plc
Introduction
We have been engaged by the Company to review the condensed set of financial statements in the Half Year Report for the six months ended 30 September 2012 which comprises the Group Income Statement, the Group Balance Sheet, the Group Statement of Changes in Equity, the Group Cash Flow Statement and the related notes.
We have read the other information contained in the Half Year Report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
Directors' responsibilities
The Half Year Report is the responsibility of and has been approved by the Directors. The Directors are responsible for preparing the Half Year Report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.
As disclosed in note 2, the annual financial statements of the Group are prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. The condensed set of financial statements included in this Half Year Report has been prepared in accordance with International Accounting Standard 34, ''Interim Financial Reporting'', as adopted by the European Union.
Our responsibility
Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.
Our report has been prepared in accordance with the terms of our engagement to assist the Company in meeting its responsibilities in respect of half-yearly financial reporting in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority and for no other purpose. No person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of our terms of engagement or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, ''Review of Interim Financial Information Performed by the Independent Auditor of the Entity'', issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the Half Year Report for the six months ended 30 September 2012 is not prepared, in all material respects, in accordance with International Accounting Standard 34, as adopted by the European Union, and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.
BDO LLP
Chartered Accountants and Registered Auditors
London
United Kingdom
9 November 2012
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Group Income Statement
|
|
Unaudited |
Unaudited |
Audited |
Gross rental income |
|
13,774 |
19,343 |
38,526 |
Property outgoings |
|
(1,500) |
(1,092) |
(2,982) |
Net rental income |
3 |
12,274 |
18,251 |
35,544 |
Property advisory fee income |
|
8,236 |
3,055 |
6,360 |
Net proceeds from sales of trading properties |
3 |
- |
160 |
333 |
Net income |
|
20,510 |
21,466 |
42,237 |
General corporate costs |
|
(4,546) |
(4,483) |
(9,515) |
Share-based payments |
|
(6,769) |
(6,681) |
(13,450) |
Write down and amortisation of intangible asset |
10 |
(1,983) |
(1,983) |
(3,965) |
Total administrative costs |
|
(13,298) |
(13,147) |
(26,930) |
Profit/(loss) on revaluation of investment properties |
8 |
4,968 |
(2,197) |
5,910 |
Profit on sale of investment properties |
|
- |
88 |
56 |
Profit on sale of subsidiaries |
|
1,086 |
646 |
646 |
Impairment of investment held for sale |
9 |
(23,178) |
- |
- |
Share of profits of associates and joint ventures |
9 |
13,845 |
3,194 |
4,346 |
Operating profit |
|
3,933 |
10,050 |
26,265 |
Finance income |
4 |
344 |
373 |
684 |
Finance costs |
4 |
(5,870) |
(7,100) |
(14,113) |
Change in fair value of derivative financial instruments |
4 |
(2,106) |
(6,739) |
(5,171) |
(Loss)/profit before tax |
|
(3,699) |
(3,416) |
7,665 |
Taxation |
5 |
(1,138) |
(1,027) |
(1,131) |
(Loss)/profit after tax |
|
(4,837) |
(4,443) |
6,534 |
|
|
|
|
|
(Loss)/profit for the period and total comprehensive income attributable to: |
|
|
|
|
Equity shareholders |
|
(4,900) |
(5,258) |
5,339 |
Non-controlling interest |
|
63 |
815 |
1,195 |
|
|
(4,837) |
(4,443) |
6,534 |
Earnings per share |
|
|
|
|
Basic and diluted |
7 |
(0.9)p |
(1.0)p |
1.0p |
All amounts relate to continuing activities.
Group Balance Sheet
|
|
Unaudited Six months to |
Unaudited Six months to |
Audited Year to |
Non current assets |
|
|
|
|
Investment properties |
8 |
527,679 |
652,167 |
662,672 |
Investment in equity accounted associates and joint ventures |
9 |
97,534 |
162,547 |
161,575 |
Intangible asset |
10 |
10,441 |
14,406 |
12,424 |
Other tangible assets |
|
294 |
423 |
383 |
Deferred tax assets |
5 |
4,991 |
6,937 |
6,097 |
|
|
640,939 |
836,480 |
843,151 |
Current assets |
|
|
|
|
Trading properties |
|
3,837 |
4,309 |
3,837 |
Investments held for sale |
9 |
95,832 |
- |
- |
Trade and other receivables |
11 |
22,811 |
32,952 |
22,739 |
Cash and cash equivalents |
12 |
98,874 |
124,568 |
136,934 |
|
|
221,354 |
161,829 |
163,510 |
Total assets |
|
862,293 |
998,309 |
1,006,661 |
Current liabilities |
|
|
|
|
Trade and other payables |
13 |
11,193 |
14,104 |
35,217 |
Taxation payable |
|
989 |
2,942 |
- |
|
|
12,182 |
17,046 |
35,217 |
Non current liabilities |
|
|
|
|
Borrowings |
14 |
231,596 |
316,275 |
319,833 |
Derivative financial instruments |
14 |
8,691 |
13,842 |
12,274 |
|
|
240,287 |
330,117 |
332,107 |
Total liabilities |
|
252,469 |
347,163 |
367,324 |
Net assets |
|
609,824 |
651,146 |
639,337 |
Equity |
|
|
|
|
Called up share capital |
15 |
54,280 |
54,580 |
54,280 |
Capital redemption reserve |
|
300 |
- |
300 |
Other reserve |
|
47,069 |
47,551 |
47,069 |
Retained earnings |
|
508,175 |
543,400 |
531,905 |
Equity shareholders' funds |
|
609,824 |
645,531 |
633,554 |
Non-controlling interest |
|
- |
5,615 |
5,783 |
Total equity |
|
609,824 |
651,146 |
639,337 |
Net asset value per share |
7 |
112.3p |
118.3p |
116.7p |
Group Statement of Changes in Equity
As at 30 September 2012 |
|
|
Capital redemption reserve |
|
|
|
Non-controlling interest |
|
At 1 April 2012 |
|
54,280 |
300 |
47,069 |
531,905 |
633,554 |
5,783 |
639,337 |
Loss for the period and total comprehensive income |
|
- |
- |
- |
(4,900) |
(4,900) |
63 |
(4,837) |
Share-based payments |
|
- |
- |
- |
168 |
168 |
- |
168 |
Distribution paid to non-controlling interest |
|
- |
- |
- |
- |
- |
(5,846) |
(5,846) |
Dividends paid |
6 |
|
|
|
(18,998) |
(18,998) |
- |
(18,998) |
At 30 September 2012 (Unaudited) |
|
54,280 |
300 |
47,069 |
508,175 |
609,824 |
- |
609,824 |
As at 30 September 2011 (Unaudited) |
|
|
Capital redemption reserve £000 |
|
|
|
Non-controlling interest £000 |
|
At 1 April 2011 |
|
54,580 |
- |
47,551 |
566,589 |
668,720 |
4,987 |
673,707 |
(Loss)/profit for the period and total comprehensive income |
|
- |
- |
- |
(5,258) |
(5,258) |
815 |
(4,443) |
Share-based payments |
|
- |
- |
- |
80 |
80 |
- |
80 |
Distribution paid to non-controlling interest |
|
- |
- |
- |
- |
- |
(187) |
(187) |
Dividends paid |
6 |
- |
- |
- |
(18,011) |
(18,011) |
- |
(18,011) |
At 30 September 2011 (Unaudited) |
|
54,580 |
- |
47,551 |
543,400 |
645,531 |
5,615 |
651,146 |
Group Cash Flow Statement
|
Unaudited Six months to 30 September 2012 £000 |
Unaudited Six months to 30 September 2011 £000 |
Audited Year to 31 March 2012 £000 |
Cash flows from operating activities |
|
|
|
(Loss)/profit before tax |
(3,699) |
(3,416) |
7,665 |
Adjustments for non-cash items: |
|
|
|
(Loss)/profit on revaluation of investment properties |
(4,968) |
2,197 |
(5,910) |
Profit on sale of investment properties |
- |
(88) |
(56) |
Profit on sale of subsidiaries |
(1,086) |
(646) |
(646) |
Share of post tax profit of associates |
(13,845) |
(3,194) |
(4,346) |
Impairment of investment held for sale |
23,178 |
- |
- |
Share-based payment |
6,769 |
6,681 |
13,450 |
Write down of intangible asset |
1,983 |
1,983 |
3,965 |
Net finance costs |
7,632 |
13,466 |
18,600 |
Cash flows from operations before changes in working capital |
15,964 |
16,983 |
32,722 |
Change in trade and other receivables |
(7,272) |
2,412 |
6,828 |
Movement in lease incentives |
19 |
(125) |
63 |
Change in trade and other payables |
343 |
(515) |
21,273 |
Disposal of trading properties |
- |
1,451 |
1,923 |
Cash flows from operations |
9,054 |
20,206 |
62,809 |
Interest received |
357 |
368 |
680 |
Interest paid |
(4,146) |
(6,240) |
(12,687) |
Tax received/(paid) |
338 |
(8,236) |
(10,489) |
Financial arrangement fees and break costs |
(1,636) |
(1,851) |
(2,359) |
Cash flows from operating activities |
3,967 |
4,247 |
37,954 |
Investing activities |
|
|
|
Purchase of investment properties |
(115,789) |
(115,017) |
(115,732) |
Purchase of other tangible assets |
- |
(124) |
(136) |
Capital expenditure on investment properties |
(1,459) |
(311) |
(3,034) |
Sale of investment property |
435 |
2,275 |
2,254 |
Sale of subsidiary undertakings net of cash disposed |
72,144 |
34,411 |
34,411 |
Cash flow to associates and joint ventures |
(43,559) |
(6,837) |
(9,341) |
Cash flow from associates and joint ventures |
2,435 |
947 |
5,575 |
Cash flow from investing activities |
(85,793) |
(84,656) |
(86,003) |
Financing activities |
|
|
|
Dividends paid |
(18,009) |
(17,493) |
(37,513) |
Purchase of shares held in trust |
- |
- |
(482) |
Purchase of own shares |
- |
- |
(3,157) |
New borrowings |
61,775 |
121,000 |
142,980 |
Repayment of loan facilities |
- |
(55,315) |
(73,630) |
Cash flows from financing activities |
43,766 |
48,192 |
28,198 |
Net decrease in cash and cash equivalents |
(38,060) |
(32,217) |
(19,851) |
Opening cash and cash equivalents |
136,934 |
156,785 |
156,785 |
Closing cash and cash equivalents |
98,874 |
124,568 |
136,934 |
Notes to the Half Year Report
1 General information
London & Stamford Property Plc was incorporated on 13 January 2010 under the Companies Act 2006 as a public limited company domiciled in the United Kingdom. The address of its registered office is 21 St James's Square, London SW1Y 4JZ.
The Group is a UK-REIT and London & Stamford Property Plc is the principal Company of the UK-REIT Group. The Company's shares trade on the Main Market of the London Stock Exchange.
The consolidated condensed financial statements of the Group for the half year to 30 September 2012 comprise the results of the Company and its subsidiaries and were authorised by the Board for issue on 9 November 2012.
2 Basis of preparation
The financial information contained in this report has been prepared in accordance with IAS 34 "Interim Financial Reporting".
The condensed financial statements for the half years ended 30 September 2012 and 30 September 2011 are unaudited and do not constitute statutory accounts as defined in Section 434(3) of the Companies Act 2006. The annual financial statements are prepared in accordance with IFRSs as adopted by the European Union. The comparative financial information for the year ended 31 March 2012 included within this report does not constitute the full statutory accounts for that period. The statutory Annual Report and Financial Statements for the year ended 31 March 2012 have been filed with the Registrar of Companies. The Independent Auditor's Report on those financial statements was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under Sections 498(2) or 498(3) of the Companies Act 2006.
The accounting policies adopted are consistent with those as reported in the Group's annual financial statements for the year to 31 March 2012, and in accordance with those the Group expects to be applicable at 31 March 2013.
The Group has one business activity, being property investment and development and operates in the United Kingdom. The Group's investment properties are managed as a single portfolio by an asset management team whose responsibilities are not segregated by assets type or location, but on an asset by asset basis. The Board receives financial information for the portfolio as a whole and not as separate businesses or divisions. The Directors have considered the nature of the business, how the business is managed and how they review performance and, in their judgement believe that the Group has only one reportable business segment.
The functional and presentational currency of the Company and all subsidiaries ("the Group") is sterling. The financial statements are prepared on the historical cost basis except that investment and development properties and derivative financial instruments are stated at fair value.
The accounting policies have been applied consistently in all material respects.
3 Net income
|
Unaudited Six months to 30 September 2012 £000 |
Unaudited Six months to 30 September 2011 £000 |
Audited Year to 31 March 2012 |
Gross rental income |
13,774 |
19,343 |
38,526 |
Property outgoings |
(1,500) |
(1,092) |
(2,982) |
|
12,274 |
18,251 |
35,544 |
Proceeds from sales of trading properties |
- |
1,665 |
2,300 |
Cost of sales of trading properties |
- |
(1,505) |
(1,967) |
|
- |
160 |
333 |
For the six months to 30 September 2012 22% and 21% (30 September 2011: 15% and nil, 31 March 2012: 15% and 12%) of the Group's gross rental income was receivable from two tenants.
Property outgoings of £0.4 million (30 September 2011: £0.3 million, 31 March 2012: £1.1 million) related to investment properties that did not generate rental income in the year.
4 Finance income and costs
|
Unaudited Six months to 30 September 2012 £000 |
Unaudited Six months to 30 September 2011 £000 |
Audited Year to |
Finance income |
|
|
|
Interest receivable on short-term deposits |
344 |
373 |
684 |
|
344 |
373 |
684 |
Finance costs |
|
|
|
Interest payable on bank loans |
5,071 |
6,188 |
12,800 |
Loan break costs and amortisation of loan issue costs |
799 |
912 |
1,313 |
Fair value loss on derivative financial instruments |
2,106 |
6,739 |
5,171 |
|
7,976 |
13,839 |
19,284 |
5 Taxation
|
Unaudited Six months to 30 September 2012 £000 |
Unaudited Six months to 30 September 2011 £000 |
Audited Year to |
The tax charge/(credit) comprises: |
|
|
|
Current tax |
|
|
|
UK tax charge/(credit) on profit |
32 |
81 |
(655) |
Deferred tax |
|
|
|
Change in deferred tax |
1,106 |
946 |
1,786 |
|
1,138 |
1,027 |
1,131 |
Deferred tax asset |
|
|
|
|
Losses |
Intangible |
Total |
At 31 March 2012 (audited) |
1,808 |
4,289 |
6,097 |
Charged during the period |
- |
(1,106) |
(1,106) |
At 30 September 2012 (unaudited) |
1,808 |
3,183 |
4,991 |
As the Group is a UK-REIT there is no provision for deferred tax arising on the revaluation of properties or other temporary differences.
The Group does not have unprovided deferred tax assets (30 September 2011 and 31 March 2012: nil).
6 Dividends
|
Unaudited Six months to 30 September 2012 |
Unaudited Six months to 30 September 2011 £000 |
Audited Year to |
Ordinary dividends paid |
|
|
|
2011 Final dividend: 3.3p per share |
- |
18,011 |
18,011 |
2012 Interim dividend: 3.5p per share |
- |
- |
19,103 |
2012 Final dividend: 3.5p per share |
18,998 |
- |
- |
|
18,998 |
18,011 |
37,114 |
Proposed dividend |
|
|
|
2013 Interim dividend: 3.5p per share |
18,998 |
|
|
The proposed dividend was approved by the Board on 8 November 2012 and has not been included as a liability or deducted from retained earnings as at 30 September 2012. The proposed dividend of 3.5p per share, of which 1.2p per share is a Property Income Distribution, is payable on 7 December 2012 to ordinary shareholders on the register at the close of business on 23 November 2012 and will be recognised as an appropriation of retained earnings in the six months to 31 March 2013.
7 Earnings and net assets per share
Earnings per share of (0.9)p (30 September 2011: (1.0)p, 31 March 2012: 1.0p) is calculated on a weighted average of 541,931,747 (30 September 2011: 545,377,380, 31 March 2012: 544,775,895) ordinary shares of 10p each and is based on losses attributable to ordinary shareholders of £4.9 million (30 September 2011: loss of £5.3 million, 31 March 2012: profit of £5.3 million). There are no potentially dilutive or anti-dilutive share options in the period.
Net assets per share is based on equity shareholders' funds at 30 September 2012 of £609.8 million (30 September 2011: £645.5 million, 31 March 2012: £633.6 million) and 542,795,171 ordinary shares in issue at that date (30 September 2011: 545,795,171; 31 March 2012: 542,795,171).
Adjusted earnings and adjusted net assets per share are calculated in accordance with guidance issued by the European Public Real Estate Association (EPRA) as follows:
|
Unaudited Six months to 30 September 2012 |
Unaudited Six months to 30 September 2011 £000 |
Audited Year to |
Basic and adjusted earnings |
|
|
|
Basic earnings attributable to ordinary shareholders |
(4,900) |
(5,258) |
5,339 |
Revaluation of investment property (including share of associates |
|
|
|
and joint ventures) |
(16,934) |
(1,627) |
(5,688) |
Fair value of derivatives (including share of associates and joint ventures) |
3,369 |
10,159 |
8,859 |
Goodwill on acquisitions (including share of associates and joint ventures) |
- |
(536) |
(2,876) |
Write down of intangible assets |
1,983 |
1,983 |
3,965 |
Share-based payments |
6,769 |
6,601 |
13,450 |
Deferred tax |
1,106 |
946 |
1,786 |
Cost on closing out of derivatives |
- |
111 |
111 |
Profit on disposal of investment and trading property and subsidiaries |
(1,088) |
(894) |
(1,035) |
Impairment of investment held for sale |
23,178 |
- |
- |
Minority interest in respect of the above |
(68) |
9 |
50 |
EPRA adjusted earnings |
13,415 |
11,494 |
23,961 |
|
Unaudited Six months to 30 September 2012 |
Unaudited Six months to 30 September 2011 Number of shares |
Audited Year to Number of shares |
|
|
|
|
Number of shares |
|
|
|
Opening ordinary share capital |
542,795,171 |
545,795,171 |
545,795,171 |
Purchase and cancellation of own shares |
- |
- |
(501,370) |
Shares held in employee trust |
(863,424) |
(417,791) |
(517,906) |
Weighted average number of ordinary shares |
541,931,747 |
545,377,380 |
544,775,895 |
|
|
|
|
Basic earnings per share |
(0.9)p |
(1.0)p |
1.0p |
EPRA adjusted earnings per share |
2.5p |
2.1p |
4.4p |
|
|
|
|
|
Unaudited Six months to 30 September 2012 |
Unaudited Six months to 30 September 2011 £000 |
Audited Year to |
Net assets per share |
|
|
|
Equity shareholders' funds |
609,824 |
645,531 |
633,554 |
Fair value of derivatives |
8,691 |
13,842 |
12,274 |
Revaluation of trading properties |
588 |
- |
408 |
Fair value of associate and joint ventures' derivatives |
2,882 |
4,235 |
4,272 |
Deferred tax |
(3,183) |
(5,129) |
(4,289) |
EPRA adjusted net assets |
618,802 |
658,479 |
646,219 |
|
|
|
|
Basic net assets per share |
112.3p |
118.3p |
116.7p |
EPRA adjusted net assets per share |
114.0p |
120.6p |
119.1p |
8 Investment properties
|
Unaudited 30 September 2012 |
Audited 31 March 2012 |
||||
|
|
Long leasehold £000 |
|
|
Long leasehold £000 |
|
Opening balance |
474,435 |
188,237 |
662,672 |
583,553 |
164,722 |
748,275 |
Reclassifications |
- |
- |
- |
67,225 |
(67,225) |
- |
Acquisitions |
115,721 |
- |
115,721 |
34,039 |
81,625 |
115,664 |
Other capital expenditure |
4 |
1,455 |
1,459 |
1,932 |
1,102 |
3,034 |
Disposals |
(242,151) |
(5,723) |
(247,874) |
(207,896) |
(2,252) |
(210,148) |
Revaluation movement |
(633) |
5,601 |
4,968 |
(4,393) |
10,303 |
5,910 |
Movement in tenant incentives and rent free uplifts |
(9,249) |
(18) |
(9,267) |
(25) |
(38) |
(63) |
Closing balance |
338,127 |
189,552 |
527,679 |
474,435 |
188,237 |
662,672 |
At 30 September 2012, the Group's investment properties were externally valued by CB Richard Ellis Limited and Savills plc, both Chartered Surveyors, at £514.8 million (£514.6 million net of income guarantees). Investment property in the course of construction has been valued by the Directors at £13.1 million (31 March 2012: £10.4 million).
The external valuations were undertaken in accordance with the Royal Institution of Chartered Surveyors' Appraisal and Valuation Standards 2012 on the basis of market value. Market value represents the estimated amount for which a property would be expected to exchange at the date of valuation between a willing buyer and willing seller in an arm's-length transaction. A deduction is made to reflect purchasers' acquisition costs.
Included within the investment property valuation is £0.4 million (30 September 2011: £9.8 million, 31 March 2012: £9.6 million) in respect of lease incentives and rent free periods.
The historical cost of all of the Group's investment properties at 30 September 2012 was £475.9 million (30 September 2011: £597.0 million, 31 March 2012: £599.5 million).
9 Investment in associate and joint ventures
|
Unaudited Six months to 30 September 2012 £000 |
Unaudited Six months to 30 September 2011 £000 |
Audited Year to |
Opening balance |
161,575 |
115,345 |
115,345 |
Additions at cost |
43,559 |
44,956 |
47,459 |
Share of profit in the period |
13,845 |
3,194 |
4,346 |
Transfer to investment held for sale |
(119,010) |
- |
- |
Profit distributions received |
(2,435) |
(948) |
(5,575) |
Closing balance |
97,534 |
162,547 |
161,575 |
In February 2009 the Group established the LSP Green Park Property Trust with Green Park Investments,
a wholly-owned subsidiary of a major Gulf institution, in which it held a 31.4% interest.
The Trust acquired a 50% interest in the Meadowhall Shopping Centre in February 2009, which was equity accounted for by the Group as an associate in the financial statements to 31 March 2012. The investment has been transferred to current assets and is classified as an investment held for sale at 30 September 2012 in accordance with IFRS 5 at its fair value less costs of disposal, of £95.8 million. An impairment loss of £23.2 million has been reflected in the income statement. The disposal of the Group's interest in the Meadowhall Shopping Centre completed on 6 October 2012 as disclosed in note 18.
In May 2011 the Group disposed of a 50% interest in its distribution portfolio of 10 prime assets acquired in November 2010 to Green Park Investments. It retained a 50% interest in the joint venture company, LSP Green Park Distribution Holdings Limited.
In June 2012 the Group entered into a joint venture arrangement with Green Park Investments and the Public Sector Pension Investment Board to invest in residential property. On 19 July 2012 the joint venture arrangement, LSP London Residential Investments Limited, in which the Group has a 40% interest, acquired 149 apartments at Moore House, London, for £147 million.
Both Group interests are equity accounted for in these financial statements.
The Group's share of the profit after tax and net assets of its associates and joint ventures is as follows:
|
LSP Green Park Property Trust (Meadowhall) £000 |
LSP Green Park Distribution Holdings £000 |
LSP London Residential Investments £000 |
Unaudited 30 September 2012 |
Unaudited 30 September 2011 |
Audited 31 March 2012 |
Summarised income statement |
|
|
|
|
|
|
Net rental income |
5,628 |
4,115 |
(71) |
9,672 |
8,920 |
19,169 |
Administration expenses |
(1,066) |
(445) |
(116) |
(1,627) |
(1,405) |
(2,785) |
Movement in fair value of net assets acquired over consideration paid |
- |
- |
- |
- |
536 |
2,876 |
(Deficit)/surplus on revaluation of investment properties |
- |
(2,206) |
14,172 |
11,966 |
3,824 |
(222) |
Net interest payable |
(3,938) |
(1,580) |
(96) |
(5,614) |
(5,358) |
(11,053) |
Movement in fair value of derivatives |
(544) |
(608) |
(111) |
(1,263) |
(3,420) |
(3,688) |
Tax |
226 |
485 |
- |
711 |
97 |
49 |
Profit after tax |
306 |
(239) |
13,778 |
13,845 |
3,194 |
4,346 |
Summarised balance sheet |
|
|
|
|
|
|
Investment properties |
- |
118,644 |
76,800 |
195,444 |
360,129 |
358,516 |
Current assets |
- |
5,384 |
2,852 |
8,236 |
11,096 |
9,335 |
Current liabilities |
- |
(3,266) |
(1,069) |
(4,335) |
(9,437) |
(14,771) |
Bank debt |
- |
(73,302) |
(25,627) |
(98,929) |
(176,344) |
(175,435) |
Derivative financial instruments |
- |
(2,771) |
(111) |
(2,882) |
(4,235) |
(4,272) |
Other non current liabilities |
- |
- |
- |
- |
(18,662) |
(11,798) |
Net assets |
- |
44,689 |
52,845 |
97,534 |
162,547 |
161,575 |
The LSP Green Park Distribution Holdings and the LSP London Residential Investments' property portfolios were valued on an open market value basis by CB Richard Ellis Limited and Savills Plc, Chartered Surveyors, respectively as at 30 September 2012 in accordance with the Royal Institution of Chartered Surveyors Appraisal and Valuation Standards.
10 Intangible assets
|
Unaudited Six months to 30 September 2012 £000 |
Unaudited Six months to 30 September 2011 £000 |
Audited Year to |
Cost |
|
|
|
Opening balance |
53,260 |
53,260 |
53,260 |
Additions |
- |
- |
- |
Closing balance |
53,260 |
53,260 |
53,260 |
Amortisation |
|
|
|
Opening balance |
40,836 |
36,871 |
36,871 |
Amortisation during the period |
1,983 |
1,983 |
3,965 |
Closing balance |
42,819 |
38,854 |
40,836 |
Net carrying amount |
10,441 |
14,406 |
12,424 |
The intangible asset was created on the acquisition by the Company of the LSP Green Park Property Trust Property Advisory Agreement. The asset is being amortised on a straight-line basis over the remaining period of the contract to May 2015.
11 Trade and other receivables
|
Unaudited Six months to 30 September 2012 £000 |
Unaudited Six months to 30 September 2011 £000 |
Audited Year to |
Trade receivables |
4,343 |
4,590 |
288 |
Performance fees receivable |
4,229 |
- |
- |
Amounts receivable from income guarantees |
240 |
990 |
557 |
Share-based payment prepayment |
13,166 |
26,368 |
19,767 |
Corporation tax debtor |
100 |
- |
752 |
Prepayments and accrued income |
594 |
858 |
1,068 |
Other receivables |
139 |
146 |
307 |
|
22,811 |
32,952 |
22,739 |
All amounts fall due for payment in less than one year.
Trade receivables comprise rental income which is due on contractual quarter days with no credit period. All trade receivables are considered recoverable at the balance sheet date and as such no allowance for doubtful debts has been made. Since the half year all trade receivables have been collected.
At 30 September 2012 there were no amounts which were overdue and no amounts which were impaired. There is no provision for impairment of trade receivables as at 30 September 2012 as the risk of impairment of the amounts outstanding is not considered to be significant.
12 Cash and cash equivalents
Cash and cash equivalents include £4.0 million (30 September 2011: £4.6 million, 31 March 2012: £29.1 million) retained in rent and restricted accounts which are not readily available to the Group for day to day commercial purposes.
13 Trade and other payables
|
Unaudited 30 September 2012 £000 |
Unaudited 30 September 2011 £000 |
Audited |
Trade payables |
879 |
1,262 |
775 |
Amounts payable on property acquisitions and disposals |
393 |
891 |
51 |
Rent received in advance |
5,686 |
7,817 |
8,156 |
Accrued interest |
2,074 |
2,074 |
2,239 |
Other payables |
643 |
476 |
2,009 |
Other accruals |
1,518 |
1,584 |
1,971 |
Deferred income |
- |
- |
20,016 |
|
11,193 |
14,104 |
35,217 |
The Group has financial risk management policies in place to ensure that all payables are paid within the credit time frame.
14 Borrowings and financial instruments
|
Unaudited 30 September 2012 £000 |
Unaudited |
Audited |
Secured bank loans |
234,544 |
319,105 |
322,769 |
Unamortised finance costs |
(2,948) |
(2,830) |
(2,936) |
|
231,596 |
316,275 |
319,833 |
The bank loans are secured by fixed charges over certain of the Group's investment properties with a carrying value of £472.3 million and are repayable within two to five years of the balance sheet date.
Details of the fair value of the Group's derivative financial instruments that were in place at 30 September 2012 are provided below:
|
% |
|
Market value 31 March 2012 £000 |
in the period £000 |
Movement recognised in income statement £000 |
Unaudited Market value 30 September 2012 £000 |
£17.5 million cap |
4.00 |
October 2014 |
20 |
- |
(17) |
3 |
£85 million swap (1) |
3.68 |
October 2014 |
(5,689) |
5,689 |
- |
- |
£48.1 million swap |
2.69 |
January 2015 |
(1,796) |
- |
(71) |
(1,867) |
£55.3 million swap |
3.77 |
October 2014 |
(3,840) |
- |
134 |
(3,706) |
£40.7 million swaption (2) |
2.35 |
March 2016 |
25 |
- |
(25) |
- |
£40.7 million swap |
1.88 |
October 2012 |
(213) |
- |
171 |
(42) |
£25.0 million fixed rate |
2.03 |
July 2016 |
(767) |
- |
(492) |
(1,259) |
£17.6 million fixed rate |
1.31 |
July 2016 |
(14) |
- |
(391) |
(405) |
£61.8 million swap |
1.07 |
July 2017 |
- |
- |
(626) |
(626) |
£100.0 million swaption (3) |
4.00 |
March 2016 |
- |
- |
51 |
51 |
£4.0 million cap (4) |
4.00 |
July 2015 |
- |
- |
2 |
2 |
£40.7 million swap (5) |
1.19 |
July 2015 |
- |
- |
(842) |
(842) |
|
|
|
(12,274) |
5,689 |
(2,106) |
(8,691) |
(1) Derivatives disposed in the period.
(2) Exercisable in October 2012
(3) Exercisable in July 2015
(4) Commences January 2013
(5) Commences October 2012 and increases to £96 million from October 2014
All derivative financial instruments are non current interest rate derivatives, and are carried at fair value following a valuation as at 30 September 2012 by J C Rathbone Associates Limited.
The market values of hedging products change with interest rate fluctuations, but the exposure of the Group to movements in interest rates is protected by way of the hedging products listed above. In accordance with accounting standards, fair value is calculated on a replacement basis using mid-market rates. For all derivative financial instruments this equates to a Level 2 fair value measurement as defined by IFRS 7 Financial Instruments: Disclosures. The valuation therefore does not reflect the cost or gain to the Group of cancelling its interest rate protection at the balance sheet date, which is generally a marginally higher cost (or smaller gain) than a market valuation.
15 Share capital
|
Unaudited 30 September 2012 Number |
Unaudited 30 September 2012 £000 |
Audited 31 March 2012 Number |
Audited 31 March 2012 £000 |
Authorised |
|
|
|
|
Ordinary shares of 10p each |
Unlimited |
Unlimited |
Unlimited |
Unlimited |
|
Unaudited 30 September 2012 Number |
Unaudited 30 September 2012 £000 |
Audited 31 March 2012 Number |
Audited 31 March 2012 £000 |
Issued, called up and fully paid |
|
|
|
|
Ordinary shares of 10p each |
542,795,171 |
54,280 |
542,795,171 |
54,280 |
16 Reserves
The following describes the nature and purpose of each reserve within equity:
Share capital |
The nominal value of shares issued. |
Capital redemption reserve |
Amounts transferred from share capital on redemption of issued ordinary shares. |
Other reserve |
A reserve relating to the application of merger relief in the acquisition of LSI Management Limited by London & Stamford Property Plc and the cost of shares held in trust to provide for the Company's future obligations under share award schemes. |
Retained earnings |
The cumulative profits and losses after the payment of dividends. |
17 Related party transactions and balances
The interests of the current and former Directors and their families in shares of the Company are as follows:
|
Ordinary shares of 10p each 30 September 2012 |
Ordinary shares of 10p each 30 September 2011 |
Ordinary shares of 10p each 31 March 2012 |
Raymond Mould |
16,000,000 |
18,400,000 |
16,000,000 |
Patrick Vaughan |
18,146,010 |
18,383,510 |
18,146,010 |
Martin McGann |
3,823,795 |
3,823,795 |
3,823,795 |
Mark Burton |
- |
- |
- |
Charles Cayzer |
- |
- |
- |
Richard Crowder |
100,000 |
100,000 |
100,000 |
James Dean |
- |
- |
- |
Humphrey Price |
2,143,127 |
2,143,127 |
2,143,127 |
There has been no change in the beneficial and non-beneficial shareholdings of the Directors between 30 September 2012 and the date of this report.
During the period the Group received property advisory fees of £7.4 million (30 September 2011: £2.8 million, 31 March 2012: £5.5 million) from LSP Green Park Property Trust, in which it has a 31.4% interest. It also received £0.7 million (30 September 2011: £0.5 million, 31 March 2012: £1.1 million) from LSP Green Park Distribution Holdings Limited, in which it has a 50% interest and £0.1 million (30 September 2011 and 31 March 2012: nil) from LSP London Residential Investments Limited, in which it has a 40% interest.
Transactions between the Company and its subsidiaries which are related parties have been eliminated on consolidation.
18 Post Balance Sheet Events
On 6 October 2012 the Group together with its joint venture partner, Green Park Investments, disposed of its 50% interest in the Meadowhall Shopping Centre to Norges Bank Investment Management, manager of the Norwegian Government Pension Fund Global, at a property purchase price of £1.525 billion.
Principal Risks and Uncertainties
Strategic risks
Investment valuation
The value of the property portfolio is affected by conditions prevailing in the property investment market and the general economic environment. However, as the portfolio is of prime quality and let to high quality tenants the risk of any negative valuation impact is reduced.
Investment opportunities
The deployment of cash resources continues to be a key focus. The senior investment team devote a significant amount of time researching the property investment and occupational market with property agents to identify prime income producing opportunities.
Financial risks
Interest rate movements
Adverse interest rate movements can significantly increase interest charged on bank borrowings and reduce profitability. To manage and mitigate this risk a high proportion of debt is hedged with fixed or capped interest rates through derivatives products. At 30 September 2012 the Group had £266 million of hedges in place and its debt was 98% fixed.
Availability of capital
Liquidity risk is low as the Group has significant cash balances and available undrawn debt facilities to fund further investment. Cash flow and funding needs are regularly monitored and good relationships have been built with key and a diversified range of lending banks.
Loan covenants
The risk that the Group fails to comply with key loan covenants is mitigated by active monitoring and careful consideration of covenants prior to entering into new debt facilities.
Operational risks
Letting risk and tenant default
The risk of tenant default and failure to let vacant units is mitigated by strong tenant covenants and long unexpired lease terms, along with a dedicated and experienced asset management team.
People
A key risk to a small management team is the ability to attract, motivate and retain talented staff with the appropriate skill sets to execute the Company's strategic plans. To mitigate this, long term share based incentive arrangements linked to performance targets are in place for staff who were not former members of the Property Advisor, LSI Management LLP. The senior management team who were former members of the Property Advisor received shares on the internalisation of management, some of which are subject to performance related clawback arrangements. In addition, formal staff appraisals are undertaken annually to assess performance and training needs.
Environmental risks
To mitigate the risk of liabilities arising environmental surveys are carried out for all acquisitions.
These principal risks are regularly reviewed and discussed by the Board of Directors.
Directors' Responsibility Statement
We confirm that to the best of our knowledge:
1. The condensed set of financial statements has been prepared in accordance with International Accounting Standard 34 ("Interim Financial Reporting");
2. The adoption of a going concern basis for the preparation of the financial statements continues to be appropriate based on the current and forecast financial position of the Group; and
3. The interim management report includes a fair review of the information required by Sections DTR 4.2.7R and DTR 4.2.8R of the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority ("FSA").
By order of the Board
Martin McGann
Finance Director
9 November 2012
Financial Calendar
Announcement of Interim results |
|
9 November 2012 |
Financial dividend |
- Ex dividend date |
21 November 2012 |
|
- Record date |
23 November 2012 |
|
- Payable on |
7 December 2012 |
Shareholder information
Directors of the Company
Raymond Mould (Executive Chairman)
Patrick Vaughan (Chief Executive)
Martin McGann (Finance Director)
Charles Cayzer (Non-Executive Director, Senior Independent Director and Chairman of the Nomination Committee)
Humphrey Price (Non-Executive Director and Chairman of the Audit Committee)
James Dean (Non-Executive Director and Chairman of the Remuneration Committee)
Mark Burton (Non-Executive Director)
Richard Crowder (Non-Executive Director) |
Advisors to the Company
Joint Financial Advisors and Brokers
Peel Hunt LLP Moor House 120 London Wall London EC2Y 5ET
Credit Suisse Securities (Europe) Limited One Cabot Square London E14 4QJ
Auditors
BDO LLP 55 Baker Street London W1U 7EU
Tax Advisers
PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH
Property Valuers
CB Richard Ellis Limited St Martin's Court 10 Paternoster Row London EC4M 7HP
Savills plc 20 Grosvenor Hill London W1K 3HQ |
Solicitors to the Company
Jones Day 21 Tudor Street London EC4Y 0DJ
Nabarro LLP Lacon House 84 Theobald's Road London WC1X 8RW
Mourant Ozannes PO Box 186 1 Le Marchant Street St Peter Port Guernsey Channel Islands GY1 4HP
Registrar
Capita Registrars The Registry 34 Beckenham Road Beckenham Kent BR3 4TU
Secretary and Registered Address
Jadzia Duzniak 21 St James's Square London SW1Y 4JZ londonandstamford.com |
REIT status and taxation
As a UK-REIT, the Group is exempt from corporation tax on rental income and UK property gains.
Dividend payments to shareholders are split between Property Income Distributions (PIDs) and non-PIDs.
For most shareholders, PIDs will be paid after deducting withholding tax at the basic rate. However, certain categories of shareholder are entitled to receive PIDs without withholding tax, principally UK resident companies, UK public bodies, UK pension funds and managers of ISAs, PEPs and Child Trust Funds. There is a form on the Company's website for shareholders to certify that they qualify to receive PIDs without withholding tax.
Payment of dividends
Shareholders who would like their dividends paid direct to a bank or building society account should notify Capita Registrars. Tax vouchers will continue to be sent to the shareholder's registered address.