Final Results

Workspace Group PLC 12 June 2006 WORKSPACE POSITIONED FOR FURTHER GROWTH AS NAV JUMPS 36% Workspace Group PLC ('Workspace') today announces its preliminary results for the year ended 31 March 2006. Workspace provides 5.8 million sq. ft of flexible business accommodation to over 4,000 small and medium size enterprises ('SMEs') in London and the South East. •Valuation Surplus £131.3m 15.8% •Adjusted Net Asset Value per share £3.12 up 36% •Net Asset Value per share £2.37 up 34% •Profit Before Tax £149.0m up 80% •Trading Profit Before Tax £15.1m up 4% •Basic Earnings per share 65.1p up 80% •Investment Portfolio Valuation £964.3m up 34% •Rent Roll £46.6m up 10% •Final dividend of 2.51p - total dividend up 10.3% to 3.76p Commenting on the results, Harry Platt, Chief Executive, said, ' Another year of strong growth with adjusted NAV per share up 36%. Workspace is the market leader for SME accommodation in London, a substantial and growing market place. This has been a very active year. We have made £127m of acquisitions and £48m of disposals. We sold the majority of our properties outside the M25, and re-invested the proceeds and more in properties in London, in locations with better longer-term prospects for growth. We continue to track a range of acquisition opportunities.' ' Looking to the future, the prospects for the long-term performance of the business are promising. We have repositioned the portfolio to focus on London where we see greatest prospect for increasing rental income, which will underpin our growth. We have improved the range of our offering, through a programme of refurbishments. Whilst occupancy has dipped slightly in the year partly due to these works it will improve as the space is let going forward. ' 97% of properties are now located inside the M25, often where there is pressure for higher density, sustainable development, and where available land is scarce. The demands of the Olympic games in 2012 will add further impetus to the demand for space. We are therefore accelerating our plans for releasing the latent value in our portfolio through increased density and change of use in line with the London Plan. We have today announced a joint venture which will help this process. It will also enable us to re-cycle our funds to invest in the continued expansion of the business.' -ends- Date: 12 June 2006 For further information: Workspace Group PLC cityPROFILE Harry Platt, Chief Executive Simon Courtenay Mark Taylor, Finance Director Andrew Harris 020-7247-7614 020-7448-3244 e-mail: info@workspacegroup.co.uk --------------------------------- web: www.workspacegroup.co.uk --------------------------------- Chairman's Statement Once again, it is a pleasure to report another year of excellent growth in shareholder value, driven by growth of 36% in adjusted net asset value per share. Total shareholder return in the year was 46.1% and over 5 years has been 26.1% per annum. These are good results, achieved at a time when short term rental earnings growth has been muted, primarily due to refurbishment activities and the preparation of some estates for redevelopment. The refurbishments will contribute to longer term growth both in rental and capital values. Furthermore, during the year your Board has sought to increase the momentum in extracting the latent development potential that exists in a significant number of the properties in its portfolio. The new joint venture with Glebe, announced with these results, is a major step forward to realise some of this value. It allows our shareholders to participate in the substantial upside potential, whilst reducing the risk profile of the Group and releasing funds to be used in the continued expansion of the core business. Strategy Our strategy is to: - •Actively manage our portfolio for increased shareholder value •Acquire properties that service London's small and medium sized enterprises •Drive underlying values and long term rents by intensification of use, enhanced environment, intensive management and the strength of the Workspace brand •Deliver a superior and supportive service to our customers, and •Create value in the medium term from our sites through mixed use developments and increased densities in line with the needs of London. This year has seen some major steps in the successful execution of this strategy. In particular, the Group has increased its focus on London, with the sale of the majority of its sites outside the M25, whilst at the same time investing record sums within the M25. The disposals were made at sharper yields than the acquisitions. Even so, the acquisitions represent better long term value given the continued growth of London and the effect of the Olympics on East London in particular. Results Net Asset Value per share grew by 34% to £2.37 per share (Adjusted Net Asset Value by 36% to £3.12 per share). This growth was driven by a £131.3m valuation surplus, a 15.8% increase in value. Against the IPD industry benchmark measure, our 23.0% annual return outperformed the 20.9% reported for the universe benchmark, placing us once again in the top quartile in terms of performance. On a geared basis, combining this growth with earnings for the year yielded a total return on equity of 40.7% (2005: 27.6%). The rent roll increased by 10.2% to £46.6m mainly as a result of acquisitions during the year. These acquisitions, the market rents of which are substantially higher than the initial rent roll at acquisition, offer further scope for growth, particularly at 111 Power Road and Kennington Park. REITs There has been considerable press coverage following the Chancellor's Budget announcement. The initial prospects are encouraging but there remain many areas of detailed clarification from Her Majesty's Revenue and Customs before a final recommendation can be made to shareholders. However, progress has so far been good and it is likely that a positive decision on this will be made by your Board during the year. Reporting In drafting this report your Board has been conscious of the substantial impact on corporate financial reporting obliged by the introduction of IFRS. We have endeavoured to maintain the process of improvement to our reporting whilst addressing these changes. Having last year addressed much of the proposed Operating and Financial Review (OFR) requirements, we have decided that we should stay with this approach notwithstanding the abandonment of the OFR in favour of the simpler Business Review. We are publishing, in parallel with our annual report, an updated Sustainability Report which addresses Social, Ethical and Environmental issues. This sister publication explains in more detail how our business model accords with the recognised needs for sustainable development in London and gives further insights to our strategy going forward. Board and Staff Dr Chris Pieroni, Senior Non-Executive Director and Chairman of the Remuneration Committee will retire as a director following the Group's AGM this year. Chris has given 6 good years service as a non-executive director, a period during which the Group has grown substantially. On Chris's retirement Bernard Cragg, Non-Executive and Chairman of the Audit Committee, will succeed Chris as Senior Non-Executive Director. A replacement for Chris is being sought. As always, the Company's success and this year's results depends upon the continuing enthusiasm and commitment of all of our staff. Our staff are key to all we do and, on behalf of the Board, I wish to thank them all again for their contribution this year. Current Trading and Prospects Trading conditions are stable with a steady level of enquires and modest increases in rental levels. Our overall occupancy of 84.3% at 31 March provides scope for increasing income particularly in our refurbished properties at Enterprise, Clerkenwell and Southbank in 2006, and Power Road, Lombard House and Kennington Park in future years. In 2006 we expect the rate of tightening of yields to slow. Rental growth together with the redevelopment, intensification and change of use of sites must then provide the drivers for continued asset growth. The property investment market has experienced an exceptionally buoyant period and market conditions which have been unusually favourable, this may not continue. Nevertheless, in tighter market conditions, in London Workspace Group remains well positioned to continue to outperform the sector through its focus on driving up rents and achieving latent added value. Dividend In line with previous practice your board proposes to increase the dividend by 10%. It recommends a final dividend payment of 2.51 pence per share making 3.76 pence for the year. Chief Executive's Review 2005/2006 was a year of unprecedented growth, with the value of the Group's portfolio increasing by 34% to £964.3m through record levels of both acquisitions and valuation surpluses. We have repositioned the portfolio in London, with 97% of our properties now within the M25. This is a growing market place which we know well and where our intensive management skills can continue to drive rental and capital values at our existing estates and source new opportunities. Key Results Strong results have again been achieved with: Adjusted Net Asset Value per share £3.12 up 36% Net Asset Value per share £2.37 up 34% Trading Operating Profit £37.1m up 11% Trading Profit Before Tax £15.1m up 4% Profit Before Tax £149.0m up 80% Basic Earnings per share 65.1p up 80% Investment Portfolio Valuation £964.3m up 34% (note: adjusted Net Asset Value per share is defined in note 9 to the financial statements) In particular, adjusted net assets per share increased by 36% following a £131.3m valuation surplus which also contributed to an 80% increase in profit before tax to £149.0m (2005: £82.8m). At a trading level, earnings per share were up 12.7% to 7.1p (2005: 6.3p) despite a number of significant tenancy voids during the year. Strategy Following a year of exceptional growth, the Group has largely achieved its five year target which it set itself in September 2003 of doubling shareholder value and building a £1bn portfolio. The Group achieved this by outperforming the sector on all key measures over the year: valuation surplus 15.8%; overall portfolio return 23%; equity return 40.7%; and total shareholder return of 46.1%. Looking forward, the Group seeks to maintain this out performance by:- - focusing on the SME market in London; which we believe has excellent long term growth prospects. - growing rents; our average like for like rent of £9.48 per sq ft has substantial potential to grow, and yet remain affordable for our customers. - realising the latent value in our portfolio; targeting where intensification or change of use is possible. In the longer term, some 45% of the Group's portfolio has such potential, whilst on a 5 year basis, there are over 20 estates we are working on, of which 11 are in the recently announced Glebe joint venture. - acquiring properties where we see long term value; we continue to track a large number of potential property acquisitions in London. - improving margins; on certain estates there is the potential to further increase rents with added service offerings. Trading Review We have recorded good growth in our key financial statistics, net asset value per share and earnings per share. However, underlying this there has been a reduction in occupancy which has, on a like-for-like basis excluding re-developments, reduced from 90.2% to 86.7% and reduced overall from 88.3% to 84.3%. This 4% reduction can be analysed as follows: - Impact of acquisitions and disposals 1.0% Re-development sites vacated for disposal 0.6% Occupancy loss following fire at Westwood 0.6% Lombard Surrender (see below) 1.0% Other significant sites (Tower Bridge, Seax and N17) 0.8% ------ 4.0% The reductions at Tower Bridge, Seax and N17 arose in part due to the loss of a number of larger space users, particularly at Tower Bridge where customers using space for document storage have reduced their requirements. Of the balance of the reduction in occupancy, most of this creates an opportunity for the Group, For example, the lease surrender at Lombard had a twin effect of increasing earnings in the current year, due to the surrender premium received, whilst depressing current levels of occupancy and rent roll. The surrender premium was equivalent to the contracted future rentals, notwithstanding the prospect of re-letting the space. However, the space is now being converted back to a business centre, upgrading the services at the same time. This will have a short term impact on earnings whilst space is re-let and refurbishment completed. Looking forward the Group's other refurbishment projects underway at Enterprise House and Clerkenwell Workshops will complete in 2006 when there is the prospect of occupancy and rent roll improvements as these properties are let. Whilst occupancy reduced, average like-for-like rents per square foot increased. This was partly a mix factor and partly due to real growth in rental values. Overall, the average like-for-like rent increased by 3.6% to £9.48 per square foot; an affordable level for a portfolio, 70% of which is within 6 miles of the centre of London. The fact that the average rent increased at a time when occupancy reduced indicates that the market overall is robust and demand is good. This year the rolling rent review and lease renewal programme extended to 11.6% of the opening rent roll. The uplift achieved of £0.90m through rent reviews and lease renewals represents a 18.3% increase on previous passing levels for these tenancies. This reflects a good performance for a period during which occupancy performance was mixed. With the continued pressures on space in London and our affordable rental levels, we consider that the scope for continued growth remains good. Portfolio Activity: Acquisitions, Disposals and Added Value This year the Group's portfolio activity (acquisitions, disposals, refurbishments) was at the highest level in its history. During the year 10 properties totalling £127.4m (2005: £43.4m) (both figures net of costs) were acquired. This was a significant achievement in a competitive property market. Disposals of £47.6m (2005: £34.8m) were also made. Full details of these acquisitions and disposals may be found on below. In addition to this scale of portfolio activity four key features stand out. 1. Repositioning the portfolio: With the Group's focus on acquisitions within the M25, coupled with the disposal of the majority of its properties outside the M25, the Group has further increased its concentration in London. 97% (2005: 90%) of its portfolio is now within the M25. This 'switch' has been achieved at good values. Whereas the drier investments outside of the M25 were sold at an exit yield of 6.2% (with a reversionary yield at that stage of 7.1%) the acquisitions attracted an aggregate initial yield of 6.4%. These acquisitions also offer much better prospects for growth both immediately, as is reflected in their reversionary yield of 8.5%, and in the longer term as our skills are applied to the properties. 2. Kennington Park, our largest acquisition in the year: The Kennington Park site was acquired for £56.0m and offers exciting prospects for the Group. It is a classic Workspace investment. It is in many respects comparable to the Group's Leathermarket centre. This building was acquired in 1993 for £1.7m and following a rolling programme of improvement works, totalling £5.9m to date now attracts a net rent roll of over £1.6m per annum, has an ERV of £2.5m and is valued at £36.2m. At the time of its acquisition Bermondsey was depressed. Since then it has emerged as a buoyant vibrant community attracting considerable interest for both residential and commercial uses. Kennington Park, a former taxi cab works, is located at the inter-section of the A23 and the A202, just yards from the A3 at the Oval tube station. It occupies a prominent island 6.2 acre site with 11 discrete attractive buildings arranged around a central courtyard. With the improvements in neighbouring locations, the Kennington area appears set to enjoy a renaissance similar to that of Bermondsey which will improve the prospects for the site. Kennington, as with the Leathermarket at the time of its acquisition, is divided mainly into larger units of accommodation, which generally attract lower rental values. Over time the Leathermarket space has been sub-divided to create accommodation more suited to its SME customers and this is what we will do at Kennington. 63% of the Kennington floorspace is currently in units of 2000 square feet or more (Leathermarket now: 14%) with just 19% allocated to units sized up to 1000 square feet (Leathermarket now: 72%). At the time of the acquisition of Kennington Park, one of the larger occupiers in the largest building had served notice to terminate its lease. This loss, which was anticipated, is to the Group's advantage since it allows us to relocate other users in the building so that we can refurbish and divide all of the space into smaller units; the first stage of an overall rolling programme of improvements on the estate. It is believed that as Kennington Park is transformed through this programme then it will over time attract customers of a profile similar to those at the Leathermarket where 86% of the space is let to customers in the creative, cultural and professional services sectors (Kennington: 25%). These sectors are at the heart of London's knowledge based SME services sector and have shown greater strength and growth potential. This repositioning of Kennington will (as shown by our experience at the Leathermarket) secure the organic growth of rental and capital values. 3.Olympics related investment: Prior to the announcement of the decision on the 2012 Olympic Games the Group sought opportunities to invest in potentially affected areas in East London. Two purchases were completed ahead of the announcement and others are being pursued now. Uplands Business Park is based in Walthamstow to the north of the Olympic zone. It has the potential to benefit from providing accommodation to businesses that will be displaced by the Olympics area development. The estate was purchased for a capital value of £83 per square foot. As such, it also offers potential, over time, for change of use, as pressures on land increase in this area. This potential is even more marked in the case of the second acquisition made only weeks before the bid success was announced. Marshgate Lane was purchased for £5.6m (£60 per square foot). It is located in an area originally designated for compulsory purchase for the Olympics. However, following the bid success the London Development Agency re-appraised its land needs and the property was released from the compulsory purchase order zone. It is located immediately adjacent to the Olympic boundary close to the A11 at the Bow flyover, near the Pudding Mill Lane DLR station. Whilst it is presently designated for industrial use there is increasing pressure for release of land adjacent to the Olympic site for other mixed uses. As a result, the site attracted a £12.75m valuation at 31 March 2006 (an increase of 128% over original cost) with scope for further improvement. 4. Realising the latent development potential: We believe that at least 45% of the Group's portfolio has scope to add value by improvement initiatives. Through the year we have continued to work to realise this value. In our third quarter report we noted that at four key sites (Aberdeen Studios, Thurston Road, Wharf Road and Greenheath), where plans were well advanced, there was scope to triple the site density adding 430,000 sq ft of space for a variety of uses. We see potential to do the same on a further eleven estates adding a further 1.47 million sq. ft of extra space. As is explained in our companion Sustainability Report this sits comfortably with the principles set out in the Mayor's Plan for London. The city's growing population can only be accommodated within current built areas by increasing the density of development of these areas. To be sustainable, this denser occupation of space needs to meet the mixed demands of the community in living, working and recreational space. During the year the original planning consent at Thurston Road to replace the 46,433 sq. ft industrial park with 45,000 sq. ft of retail accommodation and 24 residential units was improved to a scheme incorporating 98,650 sq. ft of retail and 18,000 sq. ft of live work space with 271 residential units adding value to our site. Further improvements to this scheme are under consideration. At Wharf Road an agreement was reached with a residential developer to sell that part of the site with a residential consent for a consideration comprising £1.86m cash and the provision of a new 30,000 sq. ft business centre to be constructed on the retained portion of the site. This deal was completed shortly after the year end and the developer is now on site. This 'new for old' formula is one which we seek to repeat elsewhere. At Greenheath we are progressing proposals to redevelop a 0.34 acre ribbon of land on the perimeter of the site to provide student accommodation, preserving the business centre at the heart of the site. If these proposals receive consent then the business centre will be refurbished alongside the new works. Despite support from the planning officers, our proposals for Aberdeen Studios, Islington have been refused planning consent during this year. This was disappointing, particularly since the officers had recognised by their recommendation that our proposals were the best for the community. We are now looking at options for revisions to our plans which might achieve approval, whilst pursuing a planning appeal on the original application. Work is in hand to promote proposals on other sites Included in this is our joint venture with Glebe which is announced with this statement. This is a major step forward to accelerate our programme, bringing in additional expertise to do this, and, whilst continuing to benefit in the upside potential from development, reducing the Group's risk profile. Valuation With the move to IFRS accounting, this year we changed our policy of valuing the portfolio each half year to quarterly valuations. In an active property market this showed progressive quarterly surpluses of £18.1m, £22.1m, £33.9m and £57.2m making a total of £131.3m. The surplus in the last quarter alone was almost as much as the whole for last year, which was itself a record. This was therefore an exceptional result, driven principally by falling investment yields in a very competitive investment market. Whilst this yield shift has continued following the year end, we expect this to abate during the current year when we anticipate the fundamentals of rental growth and redevelopment potential will take over to drive our future growth. The valuation of the Group's properties (valued by CB Richard Ellis) at 31 March 2006 was £964.3m. The average value of the Group's property was £162 per sq. ft, with a yield at estimated current market rental values of 6.9%. Given the location of our portfolio, this represents good underlying value. Our acquisitions strategy targets similar properties with low capital values and future potential, as is shown by our recent acquisitions in East London which have been completed at capital values of only £60 - £80 per sq. ft. For properties held throughout the year, comparing their value at 31 March 2005 plus additions and improvements at cost with that at 31 March 2006, the uplift was £121.2m or 17.4%. Acquisitions during the year showed a surplus on valuation of £10.1m (7.5%). The total market rental income (ERV) at 31 March 2006 was £66.5m. Allowing for the 10% void that the Group typically operates at, this shows an achievable rental stream of £59.8m. This compares with current net income of £47.1m leaving £12.7m of potential additional income. Over half of this lies in seven properties including, in particular, the refurbishment projects at Clerkenwell, Enterprise, Southbank and 111 Power Road. Clearly, as these projects are completed and the space re-let, rents and hence earnings will increase. We have again tested the Group's performance against the IPD (Investment Property Databank) March Universe 2006 benchmark. The table below illustrates not only our top quartile performance, but also the lower levels of volatility in our particular sector compared with commercial property more generally. -------------------------------------------------------------------------------- Total Return (p.a.) One Three Five Ten Year Years Years Years -------------------------------------------------------------------------------- Workspace Group 23.0% 18.9% 17.0% 19.3% IPD March Universe 20.9% 16.6% 12.9% 13.0% Workspace Group Percentile Rank 23 22 5 top IPD Comparator 20.7% 14.7% 10.8% 12.8% The IPD comparator index is a benchmark compiled by IPD of comparable properties in comparable locations to those held by the Group. Improvements in valuation and total returns arise partly from market movements but also as a result of value-adding activity through acquisition, management and refurbishment/redevelopment. Comparison against indices such as these segregates simple market movement from our value-adding activity. Through its performance the Group has demonstrated its consistent ability to generate enhanced returns from its investments. This strategy will continue - a focused portfolio with low capital values, serving a growing market, with opportunities to add value and to acquire more stock. With this, and the current robust underlying values, there is plenty of scope and opportunity for growth. Financial Review Introduction 2005/6 was a record year at many levels. Profit before tax of £149.0m, was up 80% on last year, driven by a valuation surplus of £131.3m; both record levels. At the same time, our investment in the future through both acquisitions and improvements to existing property of £154.5m was a record too. Going forward, investment capacity, following the transaction with Glebe, will be at a record level also with funding availability approximately equivalent to last year's acquisitions and the capacity to raise further debt thereafter. Indeed (based on UK GAAP principles) gearing at this stage will be approximately 60% leaving approximately £200m headroom to a 100% gearing level. This is the first annual report that the Group has prepared by reference to the new International Financial Reporting Standards (IFRS). As may be seen from the accounts and notes this transition has resulted in many significant changes, not only to the style and content of the reporting but also to the reported figures themselves. We have decided to preserve the columnar analysis of performance between 'Trading Operations' and 'Other Items' used hitherto in our former reporting under UK GAAP since this assists differentiation between our 'cash' trading activities and the valuation adjustments introduced under IFRS to bring book values of assets and liabilities in line with 'market values'. As such, the performance reported in the Trading Operations column is only marginally different under IFRS and so correlates well with figures reported previously. Profits As noted above, profits before tax at £149.0m are 80% up on last year (2005: £82.8m), this increase being largely driven by the substantial 93% increase in the valuation surplus for the year to £131.3m (2005: £67.9m). Elevation of valuation surpluses from the former Statement of Total Recognised Gains and Losses to the Income Statement under IFRS is helpful since it provides shareholders with an immediate appreciation of the total gains recognised in the financial period, with the result that financial ratios (e.g. EPS) calculated by reference to these statements give a fuller picture also. Trading profit before tax increased also by 4.1% to £15.1m (2005: £14.5m), in a year when occupancy reduced (some of which was attributable to management decisions that will benefit earnings in the future). Although, as recorded in note 1 to the accounts trading earnings were assisted in the year by an exceptional level of income received from surrender premia. However, as the re-development projects complete and lettings commence, occupancy and rental income will improve. Profit before tax included a £3.4m contribution from profits on disposals (2005: £0.1m loss). Details of disposals are given below. This profit arose mainly from the disposal of the Magenta portfolio, eleven properties all located outside the M25 being all of the Group's smaller property holdings outside the M25. Not only was this sale achieved at a surplus to the 31 March 2005 valuation but also it showed an exit yield which was lower than that for the investments made during the year on properties inside the M25, mainly in London itself. This switch therefore was both profitable and performance enhancing both in the short term, from better initial yields, and in the longer term as assets are improved. Earnings per share growth mirrored profit before tax (PBT) up 80% to 65.1p (2005: 36.1p), whilst trading earnings per share were up 12.7% at 7.1p (2005:6.3p) the latter relative improvement (compared with trading PBT growth) was due to the lower tax rate for the year. Administrative expenses were up 19.7% over the year and, as is shown later, have increased slightly as a percentage of revenue. This increase was attributable to higher head office staff costs due to the increasing scale of the business, increases in the fair value of cash settled share based payments due to the substantial increase in the Company's share price over the year and IFRS transition fees. Interest charges were up 20% at £23.6m. This increase was due principally to the increased debt levels, with borrowings at 31 March 2006 up 33% and totalling £429.7m (2005: £323.2m), offset by a saving due to lower interest rates. At 4.68% the market daily average rate of LIBOR through 2005/06 was 0.15% lower than that for 2004/05. Taxation The effective rate of corporation tax in 2005/06 was 28.4% (2004/05: 29.3%). However, much of this relates to the deferred tax provision relating to valuation surpluses. At a trading level the taxation rate reduced to 22.5% (2005: 29.7%). Of the total charge of £3.4m just £1.2m relates to current liabilities with £2.2m being deferred. This low current charge was due mainly to prior period tax adjustments totalling £0.9m made for capital allowance claims. Whilst this reduces the amount of the current taxation liability it also gives rise to a deferred tax provision. Since a number of the buildings will soon reach the end of their IBA life, or as plant is replaced, these liabilities will crystallise. It is again anticipated that, leaving aside disposals, the current year tax rate for 2006/07 will be of the order of 30%. However, this level may be reduced by further prior year adjustments arising from capital allowance claims. Net Assets and Balance Sheet Overall net worth (net assets employed) on an IFRS basis increased over the year by £101.8m (35.3%) to £390.3m with the valuation surplus for the year of £131.3m before tax (77 pence per share) largely providing this increase. This increase is reflected in the £237.6m increase in non-current assets financed by £103.7m of increased longer term borrowings with the balance arising from the £4.4m reduction in net current liabilities and £36.5m increase in deferred tax provisions. The Group's net current liabilities at 31 March 2006 were £18.8m (2005: £23.2m). Current liabilities include tenants' deposits in the form of advance rent payments and quarterly and monthly rents and service charge payments in advance amounting in aggregate to £12.3m (2005: £11.0m). The directors consider that in the normal course of business the majority of these liabilities are unlikely to require payment and therefore form part of the working capital of the Group. Net cash inflow from operating activities at £39.0m (2005: £33.9m) improved, principally due to the contribution from newly acquired properties together with increased profitability from existing properties. Progress Record Progress in key performance indicators over the year and over a five year period was: 2005/2006 2004/2005 Compound annual growth growth growth 2001 - 2006 -------------------------------------------------------------------------------- Improvement in Trading PBT 4.1% 2.6% 9.9% Improvement in Trading EPS 12.7% 3.3% 10.2% Improvement in dividends per share 10.3% 10.0% 10.2% Improvement in Adjusted NAV (per share) 35.7% 21.7% 20.9% Dividend A final dividend of 2.51p per share is proposed. The interim dividend was 1.25p per share, and so the total dividend proposed for the year is 3.76p (an increase of 10.3%). The dividends are covered 17.30 times (2005: 10.47 times) by earnings, 1.90 times (2005: 1.83 times) based on earnings from trading operations only. The dividend increase is in line with previous periods. Internal performance measures Internal benchmark comparison shows: Performance measures 2006 2005 2004 2003 2002 -------------------------------------------------------------------------------- Revenue per member of staff (£000) 410 380 332 314 294 Year-end investment in property per member of staff (£000) 6,262 5,006 4,092 3,261 2,984 Administrative expenses as a percentage of revenue 14.4% 13.9% 13.9% 14.6% 15.3% Total return on equity (pre-tax) 40.7% 27.6% 26.2% 15.0% 20.6% Return on equity is computed by reference to pre-tax profits plus valuation surpluses/deficits divided by opening shareholders' funds Our target is to achieve a strong double digit return on equity year on year, and in due course to reduce administrative expenses as a percentage of revenue to below 12%. However, the continued growth and expansion of the business, together with the 'added value' initiatives undertaken to improve future rental income and capital values of properties slows attainment of this latter target. Financing The Group opened this year with £50.9m of available borrowing resources. This was supplemented by the £47.6m (before costs and taxation) realised on the disposals of Payne Road, Alpine Park and the Magenta Portfolio. As flagged last year, the Group's facility with Bradford & Bingley has been increased from £200m to £270m during the year and renewed to a fresh five year term. This enlarged facility together with funds from disposals and other un-utilised facilities provided the resources for the £127.4m (before costs) acquisition programme. This together with other capital expenditure on properties totalled £154.5m in the year. At the year end the Group had available borrowing facilities of £15.7m which was increased immediately following the year end by a further £25m facility with NatWest increasing funding availability to £40.7m. The disposal of a portfolio of properties to a separately financed joint venture with Glebe, referred to elsewhere in this report, will give rise to a net inflow of approximately £120m to the Group. This will be applied to pay down existing loan facilities, which will remain available for redrawing in due course as further acquisitions are identified. The Board considers that the funding strategy of extending and renewing five year term loans continues to be appropriate. Through this approach, the Board considers the Group can access competitively priced funding on a flexible basis to match its cash demands for expansion. With regular reviews and renewals the maturity of these loans can be maintained in the 3 - 5 year range leaving flexibility should markets and circumstances change. The weighted average life of the Group's debt at 31 March 2006 was 3.9 years. At the year end the Group's facilities and drawings thereon were: 2006 2006 2006 2005 Facility Amount Drawn % of Debt Drawn £m £m £m Debenture Stock 19.5 19.5 5% 19.5 Convertible Loan Stock 2.2 2.2 1% 2.5 Bradford & Bingley loan 270.0 270.0 62% 200.0 NatWest property loan 150.0 134.7 31% 100.8 NatWest overdraft 4.0 3.6 1% 0.8 -------------------------------------------------------------------------------- 445.7 430.0 100% 323.6 -------------------------------------------------------------------------------- The available resources of approximately £40m (following the increase referred to above) are equivalent to 8 months spend at the planned capital investment rate for 2006/07. Borrowings over recent years 2006 2005 2004 2003 2002 % Fixed/hedged 54% 62% 59% 75% 77% Average interest rate (year end) 5.9% 6.3% 5.8% 5.8% 5.8% Interest cover (excl valuation 1.84 1.77 1.97 2.04 2.15 surpluses) Trading Interest Cover 1.69 1.77 1.91 1.72 2.09 Year-end gearing % (on Adjusted NAV) 85% 88% 104% 98% 81% Debt: Portfolio Value 45% 45% 49% 48% 43% Despite the substantial borrowings to finance acquisitions during the year and following the substantial valuation surplus at the year end, gearing measured by reference to adjusted net assets employed, was maintained at 85% (2005: 88%). Both gearing and interest cover levels are comfortably within the levels historically set by the Board of less than 120% and greater than 1.5 times. The debenture and convertible loan stock, which attract an average 11.3% interest charge, represent just 6% of total borrowings. The debenture stock matures in June 2007 with the Convertible maturing in 2011. The maturity of net debt at 31 March 2006 is shown below: - 2006 2005 2004 2003 2002 -------------------------------------------------------------------------------- Maturity of net debt % % % % % -------------------------------------------------------------------------------- Under 12 months - - - - 1% 1 - 5 years 99% 99% 99% 99% 34% 5 - 10 years 1% 1% 1% 1% 65% 10 years + - - - - - -------------------------------------------------------------------------------- Total 100% 100% 100% 100% 100% ================================================================================ At 31 March 2006 the average cost of floating rate funds was a margin of 0.94% over LIBOR or base rate (2005: 0.94%). At 31 March 2006 secured borrowings were covered 1.99 times by the value of charged property (with a further £157.6m of uncharged property giving an overall cover of 2.38 times). Further details of debt facilities and borrowing policies are given in note 17 to the accounts. Acquisitions and Disposals 2005/2006 Acquisitions 2005/2006 -------------------------------------------------------------------------------- Name of property Description Purchase Initial Market price Actual rent at income 31/03/06 £000 £000 ================================================================================ 111 Power Road, Factory complex £7.50m 151.8 1,150.0 Chiswick, (98,110 sq.ft) for London W4 refurbishment as a business centre -------------------------------------------------------------------------------- Marshgate 93,400 sq. ft, 25 £5.59m 347.3 478.8 Business unit industrial Centre, estate. Stratford, London E15 -------------------------------------------------------------------------------- Evelyn Court, 16,800 sq. ft, 14 £2.64m 210.0 198.1 Deptford, unit office London SE8 building -------------------------------------------------------------------------------- Uplands 287,500 sq. ft £24.00m 1,711.0 1,857.4 Business Park, industrial estate Walthamstow, with 57 units London E17 -------------------------------------------------------------------------------- Kennington 332,100 sq. ft £56.00m 3,705.4 4,669.2 Park, business park in Kennington, 11 buildings with London SW9 70 units -------------------------------------------------------------------------------- Horton Road 41,500 sq. ft £4.04m 304.3 314.4 Industrial industrial estate Estate, West with 10 units Drayton, UB7 -------------------------------------------------------------------------------- Sundial Court, 26,200 sq. ft £5.15m 397.0 416.2 Kingston-upon- courtyard offices Thames, KT5 over 25 units -------------------------------------------------------------------------------- Park Royal 30,900 sq ft £5.55m 332.1 Business business centre Centre, Park with 86 units Royal, London NW10 Park Royal 11,300 sq. ft £2.52m 124.8 House, business centre London NW10 with 38 units 28/30 Park 28,200 sq. ft £3.65m 227.1 Royal Road, industrial London NW10 building with 8 units 2 Cullen Way 15,200 sq. ft £2.28m 143.6 1,115.5 and 10 Cullen industrial Way, London buildings with 7 NW10 units -------------------------------------------------------------------------------- 10 Bowling 12,700 sq. ft £4.50m 253.2 309.7 Green Lane, business centre Clerkenwell, with 6 units London EC1 (£176,500 rent free currently) -------------------------------------------------------------------------------- Langdale 10,800 sq ft £4.00m 277.9 310.3 House, business centre Borough, with 44 serviced London SE1 offices ================================================================================ Total £127.42m 8,185.5 10,819.6 ================================================================================ Disposals 2005/2006 -------------------------------------------------------------------------------- Name of Description Sale price Exit income property £000 ================================================================================ Payne Road Site sold for £2.10m 97.4 Studios & mixed use development 5 Payne Road, Bow,London E3 -------------------------------------------------------------------------------- Alpine Park, Single 35,000 sq. ft £3.80m 350.0 Beckton, warehouse sold under London E6 option to occupier -------------------------------------------------------------------------------- Magenta 11 small unit industrial £41.70m 2,590.0 Portfolio estates located outside M25 totalling 321,000 sq. ft in 234 units (the sales price includes Stevenage Business Centre which completed on 14 April 2006) -------------------------------------------------------------------------------- Total £47.60m 3,037.4 Acquisitions During the year the Group made ten acquisitions for a total consideration (excluding acquisition costs) of £127.4m. These acquisitions were made at an aggregate initial yield of 6.42%. Allowing for a 10% void level their aggregate reversionary yield would be 7.64%. 111 Power Road, Chiswick, is a former factory complex where the production activities had ceased and part of the complex had been converted to business centre use. It is close to the Chiswick Studios Business Centre acquired last year by the Group and was identified as a possible acquisition following a review of the market around Chiswick Studios. Construction works are in progress to complete the conversion of the remainder of the property to a business centre. Due to the substantial void area it was acquired at a low initial yield of 2.0%. Following the refurbishment works it is anticipated that the yield will improve to 7.4% on total costs (including capital expenditure since acquisition) and the property will offer accommodation complementing the Group's other ownerships in the area, namely Chiswick Studios and the Barley Mow Centre. Marshgate Business Centre is an industrial estate in Stratford, East London. It was acquired as part of the Group's plan to acquire strategically located assets in and around the Olympics zone. In this case the property was located within the designated zone and, as a result, was destined to be subject to a compulsory purchase order if the Olympics was awarded to London. In the circumstances, it had been increasingly difficult to manage and the former owners sold at a price that recognised this blight. As described above, following the award of the Olympics the circumstances changed and the property is no longer subject to a compulsory purchase order, enhancing its value significantly. Given its considerable attraction for residential development the Group is now reviewing its options for this property. Evelyn Court is a small, 14 lettable unit office scheme in Deptford located between the Group's major Tower Bridge and Faircharm Studios properties. It occupies a prominent site on the A200 in Deptford and services the local business community. Uplands Business Park was the second acquisition in the Group's plan to target 'Olympics affected' areas. It is located approximately 3 miles to the north of the Olympics zone (between it and the North Circular Road). Its acquisition price of £83 per sq. ft, as a site cost, would not deter redevelopment should a more valuable alternative use be identified in due course. Kennington Park was the most significant acquisition of the year. Through it and the subsequent disposal of the majority of the Group's holdings outside the M25 the Group effected a switch to refocus further its activities into London whilst exchanging assets showing lower initial and reversionary yields for ones which not only exceeded these but offered significantly greater potential for further enhancement. The Group's strategy with regard to this major holding is described in more detail above. Horton Road Industrial Estate is a small single storey terraced estate constructed in the 1950s. It is located to the North West side of the Stockley Park business area with good transportation links through this to Heathrow. It offers simple affordable space to occupiers in this prime business area. As the Stockley Park area continues its spread outwards it is possible in time that this site will present opportunities for redevelopment. Sundial Court is prominently located at the intersection of the A3 and A240 in the Tolworth area of Kingston-upon-Thames. It is a modern courtyard office scheme, constructed in 1990 providing 26,200 sq. ft over 25 office units servicing its local office market. This acquisition will assist growth of the Group's representation in this area in which it holds little property at present. The Park Royal portfolio is a package of properties that the Group has been tracking for a number of years. It is located on Park Royal Road and complements the Group's existing ownerships (Acton Business Centre, Westwood Business Centre and Europa House) located adjacent to the other major road traversing Park Royal, Victoria Road. Park Royal has enjoyed a renaissance over recent years following an earlier period of industrial decline. With this acquisition the Group is now established as the principal supplier of accommodation to small businesses in this area. 10 Bowling Green Lane is a former school building that has been converted into a business centre. It adjoins the Group's Clerkenwell Workshops details of which are given above. Langdale House is a small serviced office business centre located in Southwark between the Group's existing Leathermarket property and the Great Guildford Street cluster (Great Guildford Street, Surrey House and Linton House). The Group has monitored this property for a number of years and it will complement the Group's other accommodation in this improving location. It gives a further presence in the serviced office market, focusing on space let to small businesses. Consolidated Income Statement For the year ended 31 March 2006 2006 2006 2005 2005 2005 Notes Trading Other Total Trading Other Total operations items* operations items* £m £m £m £m £m £m Revenue 1 63.2 - 63.2 55.0 - 55.0 Direct costs 1 (16.9) 0.1 (16.8) (14.1) 0.1 (14.0) ------------------------------------------------------------------------------------------------ Net rental income 1 46.3 0.1 46.4 40.9 0.1 41.0 Administrative expenses (9.2) 0.1 (9.1) (7.6) - (7.6) Gain from change in fair value of investment property - 131.3 131.3 - 67.9 67.9 Profit/(loss) on disposal of investment properties 2 - 3.4 3.4 - (0.1) (0.1) ------------------------------------------------------------------------------------------------ Operating profit 3 37.1 134.9 172.0 33.3 67.9 101.2 Finance income - interest receivable 0.2 - 0.2 0.1 - 0.1 Finance costs - interest payable 4 (22.2) (1.4) (23.6) (18.9) (0.7) (19.6) Change in fair value of derivative financial instruments - 0.4 0.4 - 1.1 1.1 ------------------------------------------------------------------------------------------------ Profit before tax 15.1 133.9 149.0 14.5 68.3 82.8 Taxation 6 (3.4) (39.0) (42.4) (4.3) (20.0) (24.3) ------------------------------------------------------------------------------------------------ Profit for the period after tax and attributable to equity shareholders 11.7 94.9 106.6 10.2 48.3 58.5 ================================================================================================ Basic earnings per share 8 7.1p 58.0p 65.1p 6.3p 29.8p 36.1p Diluted earnings per share 8 7.0p 55.7p 62.7p 6.2p 28.6p 34.8p * Other items above include profits and losses (together with their related taxation) on sales of investment properties and items of a non trading nature such as: valuation adjustments arising from the fair valuing of investment properties and derivative financial instruments; adjustments arising from the treatment of head lease payments as interest; and certain adjustments arising from the estimation of the cost of employee share based payments. Consolidated Statement of Recognised Income and Expense (SORIE) For the year ended 31 March 2006 2005 £m £m Profit for the financial year 106.6 58.5 -------------------------------------------------------------------------------- Total recognised income and expense for the year 106.6 58.5 -------------------------------------------------------------------------------- There is no difference between the profit for the financial year and the total recognised income and expense for the year. The notes below form part of these financial statements. Consolidated Balance Sheet As at 31 March Notes 2006 2005 £m £m Non-current assets Investment properties 10 954.0 716.5 Intangible assets 11 0.2 0.2 Property, plant and equipment 12 3.6 3.5 -------------------------------------------------------------------------------- 957.8 720.2 -------------------------------------------------------------------------------- Current assets Trade and other receivables 13 6.7 5.2 Financial assets - derivative financial 17e 0.1 0.2 instruments Investment properties held for sale 10 8.2 - Cash and cash equivalents 14 1.7 1.2 -------------------------------------------------------------------------------- 16.7 6.6 -------------------------------------------------------------------------------- Current liabilities Financial liabilities - borrowings 17a (3.6) (0.8) Financial liabilities - derivative financial 17e (1.2) (1.7) instruments Trade and other payables 15 (29.0) (24.8) Current tax liabilities 16 (1.7) (2.5) -------------------------------------------------------------------------------- (35.5) (29.8) -------------------------------------------------------------------------------- Net current liabilities (18.8) (23.2) Non-current liabilities Financial liabilities - borrowings 17a (426.1) (322.4) Deferred tax liabilities 21 (122.6) (86.1) -------------------------------------------------------------------------------- (548.7) (408.5) -------------------------------------------------------------------------------- Net assets 390.3 288.5 -------------------------------------------------------------------------------- Shareholders' equity Ordinary shares 16.9 16.9 Share premium 28.7 28.4 Investment in own shares 22 (5.1) (5.5) Other reserves 0.8 0.5 Retained earnings 349.0 248.2 -------------------------------------------------------------------------------- Total shareholders' equity 390.3 288.5 -------------------------------------------------------------------------------- Net asset value per share (basic) 9 £2.37 £1.77 Diluted net asset value per share 9 £2.29 £1.71 Adjusted net asset value per share (basic) 9 £3.12 £2.30 Diluted adjusted net asset value per share 9 £3.01 £2.23 The notes below form part of these financial statements. Consolidated Cash Flow Statement For the year ended 31 March Notes 2006 2005 £m £m Cash flows from operating activities Cash generated from operations 18 39.0 33.9 Interest received 0.2 0.1 Interest paid (22.9) (19.7) Tax paid 19 (1.9) (3.2) -------------------------------------------------------------------------------- Net cash from operating activities 14.4 11.1 Cash flows from investing activities Purchase of investment properties (132.8) (44.9) Capital expenditure on investment properties (20.9) (9.5) Net proceeds from disposal of investment 44.2 35.4 properties Tax paid on disposal of investment properties 19 (4.8) (2.8) Purchase of intangible assets (0.1) (0.1) Purchase of property, plant and equipment (0.7) (0.8) -------------------------------------------------------------------------------- Net cash used in investing activities (115.1) (22.7) Cash flows from financing activities Net proceeds from issue of ordinary share - 0.3 capital Net proceeds from issue of bank borrowings 103.9 16.3 Net distribution of own shares 0.4 0.7 Finance lease principal payments (0.1) (0.1) Dividends paid to shareholders 7 (5.8) (5.2) -------------------------------------------------------------------------------- Net cash from financing activities 98.4 12.0 -------------------------------------------------------------------------------- Net (decrease)/ increase in cash and cash (2.3) 0.4 equivalents. ================================================================================ Cash and cash equivalents at start of year 18 0.4 - Cash and cash equivalents at end of year 18 (1.9) 0.4 ================================================================================ The notes below form part of these financial statements. Significant Accounting Policies The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented, as explained below, with the exception of IFRS5 'Non current assets held for sale and discontinued operations', which has been applied prospectively from 1 April 2005. Basis of Preparation These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRIC interpretations as adopted by the European Union and with those parts of the Companies Act 1985 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention as modified by the revaluation of investment properties, fair value of derivative financial instruments and convertible loan stock. The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates. Key judgements include the estimation of fair values of investment properties and derivative financial instruments, the assessment of useful economic lives and residual values of property, plant and equipment and estimates of trade receivables impairment provisions. Adoption of IFRS The Group is required to establish its IFRS accounting policies for the year ended 31 March 2006 and to apply these retrospectively to determine its balance sheet at the date of transition to IFRS, 1 April 2004, and comparative financial information for the year ended 31 March 2005. The comparative financial figures have therefore been amended as required in accordance with the relevant requirements and disclosures relating to the transition to IFRS. Advantage has been taken of certain exemptions allowed by IFRS 1 'First Time Adoption of IFRS' as follows: • Share based payment transactions - to not apply IFRS2 'Share Based Payment' to equity instruments granted before 7 November 2002 and Cash Settled Share Base Payment liabilities settled prior to 1 January 2005. • Fair value at deemed cost - to take fair value as the deemed cost of owner occupied property at the date of transition. Basis of consolidation The consolidated financial statements include the financial statements of the Company and all its subsidiary undertakings up to 31 March 2006. Subsidiaries are entities over which the Group has the power to govern the financial and operating policies. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences to the date control ceases. Inter company transactions, balances and unrealised gains from intra group transactions are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Investment properties Investment properties are those properties owned or leased under a finance lease by the Group that are held to earn rental income or for capital appreciation or both and are not occupied by the Company or subsidiaries of the Group. Land or buildings held under operating leases are classified and accounted for as investment properties where the rest of the definition of investment property is met. The operating lease is accounted for as if it were a finance lease. Investment property is measured initially at cost, including related transaction costs. After initial recognition investment property is held at fair value based on a valuation by a professional external valuer at each reporting date. Changes in fair value of investment property at the reporting date are recorded in the income statement. Properties are treated as acquired at the point the Group assumes the significant risks and returns of ownership and are treated as disposed when these are transferred outside the Group. Existing investment property which undergoes redevelopment for continued future use as investment property remains in investment property. Property that is being constructed or developed for future use as investment property, but has not previously been classified as such, is classified as property, plant and equipment and initially recognised at cost until construction or development is complete, at which time it is reclassified as investment property at fair value. Subsequent expenditure is charged to the asset's carrying amount only when it is probable that future economic benefits associated with the expenditure will flow to the Group, and the cost of each item can be reliably measured. All other repairs and maintenance costs are charged to the income statement during the period in which they are incurred. In the case of existing investment properties undergoing redevelopment, capitalised interest on the redevelopment expenditure is added to the asset's carrying amount. Borrowing costs capitalised are calculated by reference to the actual interest rate payable on borrowings, or if financed out of general borrowings by reference to the average rate payable on funding the assets employed by the Group and applied to the direct expenditure on the property undergoing redevelopment. Interest capitalised is from the date of commencement of the re-development activity until the date when substantially all the activities necessary to prepare the asset for its intended use are complete. Assets held for sale Properties and land held for sale are included in the balance sheet at fair value and presented on the balance sheet as investment properties held for sale. Property plant and equipment All property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent expenditure is charged to the asset's carrying amount or recognised as a separate asset only when it is probable that future economic benefits associated with the expenditure will flow to the Group and the cost of each item can be reliably measured. All other repairs and maintenance costs are charged to the income statement during the period in which they are incurred. In the case of properties undergoing construction or development, capitalised interest on the development expenditure is added to the asset's carrying amount. Depreciation is provided using the straight line method to allocate the cost less estimated residual value over the asset's estimated useful lives as follows: Freehold Land not depreciated Buildings 50 years Motor vehicles 4 years Equipment and fixtures 4 years The assets' residual values and useful lives are reviewed and adjusted, if appropriate, at least at each financial year end. An asset's carrying amount is written down immediately to its recoverable amount if its carrying amount is greater than its estimated recoverable amount. Intangibles Acquired computer software licenses and external costs of implementing or developing computer software programmes are capitalised. These costs are amortised over their estimated useful lives of 4 years on a straight line basis. Intangibles are stated at historical cost. Costs associated with maintaining computer software programmes are recognised as an expense as incurred. Leases A group company as lessee i) Operating leases - leases in which substantially all the risks and rewards of ownership are retained by another party, the lessor, are classified as operating leases. Payments, including prepayments, made under operating leases are charged to the income statement on a straight line basis over the period of the lease. ii) Finance leases - leases of assets where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Assets acquired under finance leases are capitalised at the lease's commencement at the lower of the fair value of the leased property and the net present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in current and non current borrowings. Each lease payment is allocated between liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The interest element of the finance cost is charged to the income statement. The investment properties acquired under finance leases are subsequently carried at fair value. A group company as lessor i) Operating leases - properties leased out under operating leases are included in investment property in the balance sheet. Rental income from operating leases is recognised in the income statement on a straight line basis over the lease term. When the Group provides incentives to its customers the cost of the incentives are recognised over the lease term on a straight line basis as a reduction of rental income. ii) Finance leases - when assets are leased out under a finance lease, the present value of the minimum lease payments is recognised as a receivable. The difference between the gross receivable and the present value of the receivable represents unearned finance income. Lease income is recognised over the term of the lease using the net investment method before tax, which reflects a constant periodic rate of return. Where the buildings element of a property lease is classified as a finance lease, the land element is treated as an operating lease. Trade and other receivables Trade and other receivables are recognised initially at fair value and subsequently measured at cost less provision for impairment where it is established there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivable. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows. The provision is recorded in the income statement. Trade and other payables Trade and other payables are stated at cost. Cash and cash equivalents Cash and cash equivalents include cash in hand, deposits held at call with banks and other short term highly liquid investments with original maturities of three months or less. Bank overdrafts are included within cash and cash equivalents for the purpose of the cash flow statement. Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost, any difference between the initial amount (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings, using the effective interest method, except for interest capitalised on redevelopments. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date. Compound financial instruments At the date of issue of compound financial instruments, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-compound debt. The difference between the proceeds of issue and the fair value of the liability is included in equity. The interest payable and amortisation of the carrying value of the liability component are recognised as interest expense so as to maintain a constant rate of interest on the carrying value. Derivative financial instruments The Group enters into derivative transactions such as interest rate collars in order to manage its interest risk. Derivatives are recorded at fair value calculated on valuation techniques based on market prices and estimated cash flows. As the Group does not apply hedge accounting to the interest rate collars, any changes in value are recognised in the income statement. Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds. Investment in own shares The Group operates an Employee Share Ownership Trust (ESOT). When the Group purchases Company shares, the consideration paid is deducted from shareholders' equity as Investment in Own Shares until the shares are re-issued, cancelled or disposed of. Where shares are re-issued or disposed of any consideration due is included in shareholders' equity as Investment in own shares. Provisions Provisions are recognised when the Group has a current obligation arising from a past event and it is probable that the Group will be required to settle that obligation. Provisions are measured at the directors' best estimate of the present value of the expenditure required to settle that obligation at the balance sheet date. Revenue recognition Revenue comprises rental income, service charges and other sums receivable from tenants of the Group's investment properties. Other sums comprise insurance charges, supplies of utilities, premia associated with surrender of tenancies, commissions, fees and other sundry income. Rental income from operating leases is recognised in the income statement on a straight line basis over the lease term. When the Group provides lease incentives to its tenants the cost of incentives are recognised over the lease term, on a straight line basis, as a reduction to income. Service charge and other sums receivable from tenants are recognised by reference to the stage of completion of the relevant service or transactions at the reporting date. Rental income from property let out under a finance lease is accounted for by allocating each lease payment between receivable and finance income so as to achieve a constant rate on the finance balance outstanding. The interest element of the finance income is credited to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the receivable for each period. Contingent rents, being those lease payments that are not fixed at the inception of the lease, for example increases arising on rent reviews, are recorded as income in the periods in which they are earned. Income for the sale of assets is recognised when the significant risks and returns have been transferred to the buyer. In the case of sales of properties this is generally taken on completion. Where any aspect of consideration is conditional then the revenue associated with that conditional item is deferred. Direct costs Minimum lease payments payable under head leases categorised as finance leases are allocated between liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The interest element of the finance cost is charged to the income statement. Contingent rents, being those lease payments that are not fixed at the inception of the lease, for example increases arising on rent reviews, are recorded as an expense in the income statement in the period in which they are incurred. Share based payment Incentives in the form of shares are provided to employees under share option schemes. The fair value of the options granted is recognised over the vesting period. Fair value is measured by the use of Black-Scholes and Monte-Carlo option pricing models. The expected life used in the models has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. The Company has established an ESOT to satisfy part of its obligation to provide shares when employees exercise their options. The Company provides funding to the ESOT to purchase these shares. Pensions The Group operates a defined contribution pension scheme. Contributions are charged to the income statement as they fall due. Income tax Income tax on the profit for the year comprises current and deferred tax. Current income tax is tax payable on the taxable income for the year and any prior year adjustment and is calculated using tax rates that have been substantively enacted by the balance sheet data. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is determined using tax rates that have been substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax is realised or the deferred tax liability settled. Deferred tax is provided in full on the difference between the original cost of investment properties and their carrying amounts at the reporting date without taking into account deductions and allowances, which would apply if the assets concerned were disposed of. No provision is made for temporary differences arising on the initial recognition of assets or liabilities that affect neither accounting nor taxable profit or relating to investments in subsidiaries where it is probable that the temporary differences will not reverse in the foreseeable future. Dividend distributions Final dividend distributions to the Company's shareholders are recognised as a liability in the Group's financial statements in the period in which the dividends are approved, while interim dividends are recognised when paid. New Standards IFRS 6 and 7 and IFRIC 4, 5, 6 and 7 have been adopted by the European Union, but are not effective for the year ended 31 March 2006. It is believed that they will not have a material impact on the financial statements on initial application. Notes to the Financial Statements For the year ended 31 March 1.Analysis of net rental income 2006 2005 Revenue Costs Net rental Revenue Costs Net rental income income £m £m £m £m £m £m Rental income* 49.2 (0.2) 49.0 43.3 (0.2) 43.1 Service charges and other recoveries 12.3 (15.9) (3.6) 9.8 (13.5) (3.7) Services, fees, commissions and sundry income 1.7 (0.7) 1.0 1.9 (0.3) 1.6 -------------------------------------------------------------------------------- 63.2 (16.8) 46.4 55.0 (14.0) 41.0 -------------------------------------------------------------------------------- *Rental income includes surrender premia of £2.2m (2005: £0.3m). The Group operates a single business segment providing business accommodation for rent in London and the South East of England, which is continuing. 2. Profit on disposal of investment properties 2006 2005 £m £m Gross proceeds from sale of investment properties 44.5 34.7 Book value at time of sale plus sale costs (41.1) (34.8) -------------------------------------------------------------------------------- Pre tax profit/(loss) on sale 3.4 (0.1) Current taxation (4.7) (4.0) Deferred tax released on sale 4.9 4.5 -------------------------------------------------------------------------------- Net tax 0.2 0.5 -------------------------------------------------------------------------------- Net profit on disposal after tax 3.6 0.4 -------------------------------------------------------------------------------- 3. Operating profit The following items have been charged in arriving at operating profit: 2006 2005 £m £m Direct costs: Depreciation of property, plant and equipment - owned assets 0.3 0.3 Staff costs (note 5) 2.5 2.3 Repairs and maintenance expenditure on investment property 3.3 2.3 Trade receivables impairment 0.1 0.2 Administrative expenses: Amortisation of intangibles 0.1 0.1 Depreciation of property, plant and equipment - owned assets 0.3 0.4 Staff costs (note 5) 4.9 4.5 Other operating lease rentals payable: - motor vehicles - minimum lease payments 0.1 0.1 Auditors' remuneration including expenses 0.1 0.1 Depreciation in direct costs relates to fixtures and fittings installed within investment properties. Amounts payable to auditors for non audit fees totalled £103,000 and relate primarily to the costs of IFRS conversion (2005 - £12,000). 4. Finance costs 2006 2005 £m £m Interest payable on bank loans and overdrafts 21.0 16.8 Amortisation of issue costs of bank loans 0.5 0.4 Interest payable on finance leases 0.1 0.1 Interest payable on 11.125% First Mortgage Debenture Stock 1.4 1.4 2007 Interest payable on 11.625% First Mortgage Debenture Stock 0.8 0.8 2007 Interest payable on 11% Convertible Loan Stock 2011 0.3 0.3 Interest capitalised on property re-developments (0.5) (0.2) -------------------------------------------------------------------------------- 23.6 19.6 -------------------------------------------------------------------------------- 5. Employees and directors Staff costs for the Group during the year 2006 2005 £m £m Wages and salaries 6.3 5.7 Social security costs 0.7 0.7 Defined contribution pension plan costs 0.4 0.4 -------------------------------------------------------------------------------- 7.4 6.8 -------------------------------------------------------------------------------- Number of people (including executive directors) employed at the year end: 2006 2005 Number Number Executive directors 4 4 Head office staff 63 54 Estates staff 87 85 -------------------------------------------------------------------------------- 154 143 -------------------------------------------------------------------------------- The average number of persons employed during the year was 153 (2005 - 145). Key management for the purposes of related party disclosure under IAS 24 are taken to be all executive and non executive directors. Included within staff costs above is remuneration payable to key management personnel as follows: Key management compensation 2006 2005 £m £m Salaries and short-term employee benefits 1.9 1.6 Pensions and other post-employment benefits 0.1 0.1 Share-based payments (not included in above) 0.7 0.4 -------------------------------------------------------------------------------- 2.7 2.1 -------------------------------------------------------------------------------- The remuneration of the executive directors is determined by the Remuneration Committee of the Board. 6. Taxation Analysis of charge in period 2006 2005 £m £m Current tax 5.9 6.2 Deferred tax 36.5 18.1 -------------------------------------------------------------------------------- Total taxation 42.4 24.3 -------------------------------------------------------------------------------- The charge in the period is analysed as follows: 2006 2005 £m £m Current tax: UK corporation tax 6.8 7.3 Adjustments in respect of previous periods (0.9) (1.1) -------------------------------------------------------------------------------- 5.9 6.2 -------------------------------------------------------------------------------- Deferred tax: On fair value gains of investment properties 34.5 15.9 On accelerated tax depreciation 1.2 0.9 On derivative financial instruments 0.1 0.3 Adjustments to tax in respect of previous periods 0.5 0.9 Others 0.2 0.1 -------------------------------------------------------------------------------- 36.5 18.1 -------------------------------------------------------------------------------- Total taxation 42.4 24.3 -------------------------------------------------------------------------------- The tax on the Group's profit for the period differs from the standard applicable corporation tax rate in the UK (30%). The differences are explained below: 2006 2005 £m £m Profit on ordinary activities before taxation 149.0 82.8 -------------------------------------------------------------------------------- Tax at standard rate of corporation tax in the UK of 30% (2005: 30%) 44.7 24.8 Effects of: Income taxed as capital gains (0.4) - Contaminated land relief (0.3) - Capital gains adjustments on property disposals (1.2) (0.4) Other items - 0.1 Adjustments to tax in respect of previous periods (0.4) (0.2) -------------------------------------------------------------------------------- Total taxation 42.4 24.3 -------------------------------------------------------------------------------- There are no timing differences associated with investments in subsidiaries, for which deferred tax liabilities have not been recognised. The total tax charge represents 28.5% (2005: 29.3%) of profit before tax. This reduction was caused by contaminated land relief claims and proportionately higher indexation allowances on capital gains. 7. Dividends paid 2006 2005 £m £m Final dividend 2004/5 - 2.28p (2003/04 - 2.07p*) per ordinary share 3.7 3.4 Interim dividend 2005/6 1.25p (2004/05 - 1.13p*) per ordinary share 2.1 1.8 -------------------------------------------------------------------------------- 5.8 5.2 -------------------------------------------------------------------------------- *Figures adjusted to reflect bonus share issue made in March 2005. In addition the directors are proposing a final dividend in respect of the financial year ended 31 March 2006 of 2.51p per Ordinary Share which will absorb an estimated £4.1m of shareholders' funds. If approved by the shareholders at the AGM, it will be paid on 4 August 2006 to shareholders who are on the register of members on 7 July 2006. 8. Earnings per share Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year, excluding those held in the employee share ownership trust (ESOT). For diluted earnings per share the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. The group has two classes of dilutive potential ordinary shares: those share options granted to employees and those issuable to convertible bond holders. Reconciliations of the earnings and weighted average number of shares used in the calculations are set out below. Profit Earnings per share Earnings used for calculation of earnings per share 2006 2005 2006 2005 £m £m pence pence Earnings used for basic earnings per share 106.6 58.5 65.1 36.1 Interest saving net of taxation on 11% Convertible Loan Stock dilution 0.2 0.2 (1.5) (1.0) Share option scheme dilution - - (0.9) (0.3) -------------------------------------------------------------------------------- Total diluted earnings 106.8 58.7 62.7 34.8 Less non trading items (94.9) (48.3) (55.7) (28.6) -------------------------------------------------------------------------------- Trading diluted earnings 11.9 10.4 7.0 6.2 -------------------------------------------------------------------------------- Weighted average number of shares used for calculating earnings per share 2006 2005 Number Number Weighted average number of shares (excluding shares held in the ESOT) 163,629,157 161,931,920 Dilution due to Share Option Schemes 2,538,531 1,682,780 Dilution due to Convertible Loan Stock 4,400,000 5,000,000 -------------------------------------------------------------------------------- Used for calculating diluted earnings per share 170,567,688 168,614,700 -------------------------------------------------------------------------------- 9. Net assets per share Net assets used for calculation of net assets per share 2006 2005 £m £m Net assets at end of year (basic) 390.3 288.5 Dilution due to Convertible Loan Stock 2.2 2.5 -------------------------------------------------------------------------------- Diluted net assets 392.5 291.0 Derivative financial instruments at fair value 1.1 1.5 Deferred tax on accelerated tax depreciation 8.3 6.6 Deferred tax on fair value change of investment properties 114.2 79.7 Deferred tax on derivative financial instruments (0.4) (0.5) -------------------------------------------------------------------------------- Diluted adjusted net assets 515.7 378.3 -------------------------------------------------------------------------------- Adjusted net assets (before dilution) 513.5 375.8 -------------------------------------------------------------------------------- Net assets have been adjusted to derive a diluted net assets measure as defined by the European Public Real Estate Association (EPRA). Number of shares used for calculating net assets per share 2006 2005 Number Number Shares in issue at year-end 169,509,640 168,839,660 Less ESOT shares (4,940,960) (5,620,370) ---------------------------------------------------------------------------------- Number of shares for calculating basic net assets per share 164,568,680 163,219,290 Dilution due to Share Option Schemes 2,538,531 1,682,780 Dilution due to Convertible Loan Stock 4,400,000 5,000,000 ---------------------------------------------------------------------------------- Number of shares for calculating diluted net assets per share 171,507,211 169,902,070 ---------------------------------------------------------------------------------- 10(a). Investment properties 2006 2005 £m £m Balance at 1 April 716.5 626.8 Additions during the year 154.5 56.0 Capitalised interest on re-developments 0.5 0.2 Disposals during the year (40.6) (34.4) Net gain from fair value adjustments on investment 131.3 67.9 property Investment property held for sale (note below) (8.2) - -------------------------------------------------------------------------------- Balance at 31 March 954.0 716.5 -------------------------------------------------------------------------------- Property held for sale at the balance sheet date is shown separately under current assets as required by IFRS5. Within additions for the year are property purchases, including costs, of £133.1m (2005: £45.1m). Capitalised interest is included at a rate of capitalisation of 5.73% (2005: 5.79%). The total amount of capitalised interest included in investment properties was £1.5m (2005: £1.2m). Investment property includes buildings under finance leases of which the carrying amount is £0.7m (2005: £0.7m). Investment property finance lease commitment details are show in note 17(h). The Group has determined that all tenant leases are operating leases within the meaning of IAS17. The majority of the Group's tenant leases are granted with a rolling three month tenant break clause. The future minimum rental receipts under non-cancellable operating leases granted to tenants are as follows: 2006 2005 £m £m Within one year 23.0 19.0 Between two and five years 24.5 18.5 Beyond five years 23.5 24.2 -------------------------------------------------------------------------------- 71.0 61.7 -------------------------------------------------------------------------------- 10(b). Valuation The Group's investment properties were revalued at 31 March 2006 by CB Richard Ellis, Chartered Surveyors, a firm of independent qualified valuers. The valuations were undertaken in accordance with the Royal Institution of Chartered Surveyors Appraisal and Valuation Standards on the basis of market value. Market value is defined as the estimated amount for which a property should exchange on the date of valuation between a willing buyer and willing seller in an arm's length transaction. The reconciliation of the valuation report total shown in the Consolidated Balance Sheet as non-current assets, investment properties, is as follows: 2006 2005 £m £m Total per CB Richard Ellis valuation report 964.3 718.4 Owner occupied property (2.4) (2.3) Property held for sale (shown as current assets) (8.2) - Head leases treated as finance leases under IAS 17 0.7 0.7 Other (0.4) (0.3) -------------------------------------------------------------------------------- Total per balance sheet 954.0 716.5 -------------------------------------------------------------------------------- 11. Intangible assets Computer software 2006 2005 £m £m Cost Balance at 1 April 0.6 0.5 Additions during the year 0.1 0.1 -------------------------------------------------------------------------------- Balance at 31 March 0.7 0.6 -------------------------------------------------------------------------------- Accumulated amortisation and impairment Balance at 1 April 0.4 0.3 Charged for the year 0.1 0.1 -------------------------------------------------------------------------------- Balance at 31 March 0.5 0.4 -------------------------------------------------------------------------------- Net book value at end of year 0.2 0.2 -------------------------------------------------------------------------------- 12. Property, plant and equipment Owner occupied Owner occupied Equipment Total land buildings and fixtures £m £m £m £m Cost Balance at 1 April 2004 0.5 1.5 4.2 6.2 Additions during the year - - 0.8 0.8 Disposals during the year - - (0.9) (0.9) -------------------------------------------------------------------------------- Balance at 31 March 2005 0.5 1.5 4.1 6.1 Additions during the year - 0.1 0.6 0.7 -------------------------------------------------------------------------------- Balance at 31 March 2006 0.5 1.6 4.7 6.8 -------------------------------------------------------------------------------- Accumulated depreciation Balance at 1 April 2004 - - 2.7 2.7 Charged for the year - - 0.7 0.7 Disposals during the year - - (0.8) (0.8) -------------------------------------------------------------------------------- Balance at 31 March 2005 - - 2.6 2.6 Charged for the year - 0.1 0.5 0.6 -------------------------------------------------------------------------------- Balance at 31 March 2006 - 0.1 3.1 3.2 -------------------------------------------------------------------------------- Net book amount at 31 March 2005 0.5 1.5 1.5 3.5 -------------------------------------------------------------------------------- Net book amount at 31 March 2006 0.5 1.5 1.6 3.6 ================================================================================ At 1 April 2004, the transition date to IFRS, the fair value of freehold owner occupied land and buildings was adopted as the deemed cost of those assets. The fair value of owner occupied land and buildings was £2.0m and the carrying value at 1 April 2004, under UK GAAP, was £2.0m. 13. Trade and other receivables 2006 2005 £m £m Trade debtors 3.8 3.5 Less provision for impairment of receivables (0.3) (0.4) -------------------------------------------------------------------------------- Trade debtors - net 3.5 3.1 Taxation and social security 0.3 - Prepayments and accrued income 2.9 2.1 -------------------------------------------------------------------------------- 6.7 5.2 -------------------------------------------------------------------------------- There is no concentration of credit risk with regard to trade receivables as the Group has a large number of unrelated customers. No single debtor represents more than 4.9% of trade debtors. There is no material difference between the above amounts and their fair values due to the short term nature of the receivables. 14. Cash and cash equivalents 2006 2005 £m £m Cash at bank and in hand - - Restricted cash - tenants' deposit deeds 1.7 1.2 -------------------------------------------------------------------------------- 1.7 1.2 -------------------------------------------------------------------------------- Tenants deposit deeds represent returnable cash security deposits received from tenants and are ring-fenced under the terms of the individual lease contracts. Bank overdrafts are included within cash and cash equivalents for the purpose of the cash flow statement. 15. Trade and other payables 2006 2005 £m £m Trade payables 2.4 2.2 Taxation and social security payable 0.4 1.1 Tenants' deposit deeds (see note 14) 1.7 1.2 Tenants' deposits 5.3 5.0 Accrued expenses 13.9 10.5 Deferred income-rent and service charges 5.3 4.8 -------------------------------------------------------------------------------- 29.0 24.8 -------------------------------------------------------------------------------- There is no material difference between the above amounts and their fair values due to the short term nature of the payables. 16. Current tax liabilities 2006 2005 £m £m Current tax liabilities 1.7 2.5 -------------------------------------------------------------------------------- 17. Financial liabilities - borrowings a) Balances 2006 2005 £m £m Current Bank loan and overdrafts due within one year or on demand (secured) 3.6 0.8 Non -current 11% Convertible Loan Stock 2011 (unsecured) 2.2 2.5 11.125% First Mortgage Debenture Stock 2007 (secured) 12.5 12.5 11.625% First Mortgage Debenture Stock 2007 (secured) 7.0 7.0 Other loans (secured) 403.7 299.7 Finance lease obligations (secured) 0.7 0.7 -------------------------------------------------------------------------------- 426.1 322.4 -------------------------------------------------------------------------------- 429.7 323.2 -------------------------------------------------------------------------------- The secured loans and overdraft facility are secured on properties with balance sheet values totalling £806.7m (2005: £655.5m). b) Maturity 2006 2005 £m £m Secured (excluding finance leases) Repayable in less than one year 3.6 0.8 Repayable between one year and two years 19.5 - Repayable between two years and three years - 219.5 Repayable between three years and four years 134.7 - Repayable between four years and five years 270.0 100.8 -------------------------------------------------------------------------------- 427.8 321.1 Less cost of raising finance (1.0) (1.1) -------------------------------------------------------------------------------- 426.8 320.0 Unsecured Repayable in five years or more 2.2 2.5 Finance leases (secured) Repayable in five years or more 0.7 0.7 -------------------------------------------------------------------------------- 429.7 323.2 -------------------------------------------------------------------------------- c) Interest rate profile Principal Interest Interest Repayable rate payable £m Current Bank loan and overdrafts due within one year or on demand 3.6 Variable Variable On demand Non-current 11% Convertible Loan Stock 2011 2.2 11% fixed June and Sept 2011 December 11.125% First Mortgage Debenture Stock 2007 12.5 11.125% fixed September June 2007 and March 11.625% First Mortgage Debenture Stock 2007 7.0 11.625% fixed September June 2007 and March Other loans 270.0 LIBOR +0.94% Variable August 2010 Other loans 134.7 LIBOR +0.95% Variable July 2009 The 11% convertible loan stock 2011 is convertible each year, within 31 days of the date of dispatch of the audited consolidated financial statements, at one ordinary share to £0.50 stock held. The net proceeds received from initial issue of the Convertible Loan Stock 2011 have been split between the liability element and an equity element as follows: 2006 2005 £m £m Net proceeds of Convertible Loan Stock 2011 4.0 4.0 Less equity component (0.3) (0.3) -------------------------------------------------------------------------------- Liability component at date of issue 3.7 3.7 Cumulative amortisation since issue 0.3 0.3 Liability component of conversion (1.8) (1.5) -------------------------------------------------------------------------------- Liability component as at 31 March 2.2 2.5 -------------------------------------------------------------------------------- The effective interest rate on the liability element at 31 March 2006 was 11.95% (2005: 11.95%). d) Financial instruments held at fair value through the profit and loss The following interest rate collars are held: Amount hedged Interest cap Interest floor Expiry £ m % % Interest rate collar (amortising amount) 104.2 8.00% 4.50% July 2009 Interest rate collar 75.0 6.95% 4.05% July 2009 Interest rate collar (increasing amount) 35.1 7.00% 2.99% Oct 2010 The above instruments are treated as financial instruments at fair value with changes in value dealt with in the income statement during each reporting period. At the year end 5% (2005: 7%) of the Group's borrowings were fixed with a further 50% (2005: 52%) subject to a collar. e) Fair values of financial instruments 2006 2006 2005 2005 Book Value Fair Value Book Value Fair Value £m £m £m £m Financial liabilities not at fair value through profit or loss Bank overdraft 3.6 3.6 0.8 0.8 11% Convertible Loan Stock 2011 2.2 2.5 2.5 2.9 11.125% First Mortgage Debenture Stock 2007 12.5 13.1 12.5 13.5 11.625% First Mortgage Debenture Stock 2007 7.0 7.4 7.0 7.6 Other loans 403.7 403.7 299.7 299.7 Finance lease obligations 0.7 0.7 0.7 0.7 -------------------------------------------------------------------------------- 429.7 431.0 323.2 325.2 Financial liabilities at fair value through profit or loss Derivative financial instruments: Liabilities 1.2 1.2 1.7 1.7 Assets (0.1) (0.1) (0.2) (0.2) -------------------------------------------------------------------------------- 1.1 1.1 1.5 1.5 -------------------------------------------------------------------------------- 430.8 432.1 324.7 326.7 -------------------------------------------------------------------------------- The total gain recorded in the income statement was £0.4m (2005: £1.1m) for changes of fair value of derivative financial instruments. The fair value of the interest rate collars has been determined by reference to market prices and discounted expected cash flows at prevailing interest rates. All other fair values have been calculated by discounting expected cash flows at prevailing interest rates. The total fair value adjustment equates to 0.8p per share (31 March 2005: 1.2p). f) Borrowing facilities At 31 March 2006 the Group had undrawn borrowing facilities of £19.3m (2005: £50.9m) for which conditions precedent had been met. Of the total undrawn facilities, £0.2m (2005: £1.7m) had a maturity of less than 12 months with the remainder having a maturity of in excess of two years. g) Financial instrument risk management objectives and policy Interest risk The Group finances its operations through a mixture of retained profits and borrowings. The Group borrows at both fixed and floating rates of interest and then uses interest rate collars to generate the desired interest and risk profile. The Group's policy is to fix or cap interest rates on at least 50% of its borrowings. Credit risk The credit risk in liquid funds and derivative financial instruments is limited because the counter parties are banks with investment grade credit ratings. The Group has no significant concentration of credit risk from its customers as exposure is spread over a large number of entities. Liquidity risk The Group minimises liquidity risk by continually refreshing the maturity profile of its debt. h) Finance leases Finance lease liabilities are in respect of leased investment property. Minimum lease payments under finance leases fall due as follows: 2006 2005 £m £m Within one year 0.1 0.1 Between two and five years 0.2 0.2 Beyond five years 3.7 3.7 -------------------------------------------------------------------------------- 4.0 4.0 Future finance charges on finance leases (3.3) (3.3) -------------------------------------------------------------------------------- Present value of finance lease liabilities 0.7 0.7 -------------------------------------------------------------------------------- 18. Notes to cash flow statement Reconciliation of profit for the period to cash generated from operations: 2006 2005 £m £m Profit for the period 106.6 58.5 Tax 42.4 24.3 Depreciation 0.6 0.7 Amortisation of intangibles 0.1 0.1 (Profit)/loss on disposal of investment properties (3.4) 0.1 Net gain from fair value adjustments on investment property (131.3) (67.9) Fair value gains on financial instruments (0.4) (1.1) Interest income (0.2) (0.1) Interest expense 23.6 19.6 Changes in working capital: (Increase)/decrease in trade and other receivables (1.7) - Increase/(decrease) in trade and other payables 2.7 (0.3) -------------------------------------------------------------------------------- Cash generated from operations 39.0 33.9 -------------------------------------------------------------------------------- For the purposes of the cash flow statement, the cash and cash equivalents comprise the following: 2006 2005 £m £m Cash at bank and in hand - - Restricted cash - tenants deposit deeds 1.7 1.2 Bank overdrafts (3.6) (0.8) -------------------------------------------------------------------------------- (1.9) 0.4 -------------------------------------------------------------------------------- 19. Tax paid 2006 2005 £m £m Tax paid in operating activities 1.9 3.2 Tax paid in investing activities 4.8 2.8 -------------------------------------------------------------------------------- Total tax paid 6.7 6.0 -------------------------------------------------------------------------------- 20. Analysis of net debt At 1 April Cash Flow Non-cash Items At 31 March 2005 £m £m 2006 £m £m Cash at bank and in hand - - - - Restricted cash - tenants' deposit deeds 1.2 0.5 - 1.7 Bank overdrafts (0.8) (2.8) - (3.6) -------------------------------------------------------------------------------- 0.4 (2.3) - (1.9) -------------------------------------------------------------------------------- 11% Convertible Loan Stock (2.5) - 0.3 (2.2) 11.125% First Mortgage Debenture (12.5) - - (12.5) 11.625% First Mortgage Debenture (7.0) - - (7.0) Bank loans (300.8) (103.9) - (404.7) Less cost of raising finance 1.1 0.3 (0.4) 1.0 Finance lease obligations (0.7) (0.1) 0.1 (0.7) -------------------------------------------------------------------------------- (322.4) (103.7) - (426.1) -------------------------------------------------------------------------------- Total (322.0) (106.0) - (428.0) -------------------------------------------------------------------------------- 21. Deferred tax liabilities 2006 2005 £m £m Balance at 1 April 86.1 68.0 Deferred tax charge 36.5 18.1 -------------------------------------------------------------------------------- Balance at 31 March 122.6 86.1 -------------------------------------------------------------------------------- Deferred tax recognised in the balance sheet by each category of temporary timing difference is as follows: Deferred tax liability 2006 2005 £m £m Fair value gains on investment 114.2 79.7 properties Capitalised interest 0.4 0.3 Accelerated tax depreciation 8.3 6.6 Derivative financial instruments (0.4) (0.5) Other 0.1 - -------------------------------------------------------------------------------- Balance at 31 March 122.6 86.1 -------------------------------------------------------------------------------- If the investment properties were sold for their revalued amount there would be a potential liability to corporation tax of £95.6m (31 March 2005: £64.5 m). Under IFRS no account is taken of indexation relief on capital gains resulting in the difference between expected corporation tax to be paid and the provision made for deferred tax. 22. Investment in own shares The Company has established an Employee Share Ownership Trust (ESOT) to purchase shares in the market for distribution at a later date in accordance with the terms of the 1993 and 2000 Executive Share Option Schemes. The shares are held by an independent trustee and the rights to dividend on the shares have been waived. During the year the Trust transferred 679,410 shares to employees on exercise of options. At 31 March 2006, the number of shares held by the Trust totalled 4,940,960 (2005: 5,620,370). The shares have been included at cost in shareholders' equity. 4,920,600 shares held by the Trust are subject to option awards. 23. Explanation of the transition to IFRS This is the Group's first full year's financial statements prepared in accordance with IFRS. The accounting policies set out above have been applied in preparing the financial statements for the periods ended 31 March 2006, 31 March 2005 and in preparing the opening IFRS balance sheet at 1 April 2004, the Group's date of transition to IFRS. A guide explaining the principal differences between UK GAAP and IFRS as they affect the reported results and their presentation was issued in August 2005, entitled Workspace Group PLC, Adoption of International Financial Reporting Standards. This is available from the Group's website at http://www.workspacegroup.co.uk/investors/?pageID=4.22.68 24. Annual Report and Accounts The financial information in this preliminary announcement does not constitute statutory accounts within the meaning of section 240 of the Companies Act (as amended). The figures contained herein have been extracted from the Group's full IFRS financial statements for the year ended 31 March 2006, which will be delivered to the Registrar of Companies. The Group's full UK GAAP financial statements for the year ended 31 March 2005 have been delivered to the Registrar of Companies. The auditors' reports on both of these sets of financial statements were unqualified and did not contain a statement under section 237(2) or section 237 (3) of the Companies Act. A printed copy of the Annual Report and Accounts for the Group will be posted to shareholders on 27 June 2006, and will be available on the Group's website www.workspacegroup.co.uk This information is provided by RNS The company news service from the London Stock Exchange
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