18 March 2011
ALPHA PYRENEES TRUST LIMITED
("ALPHA PYRENEES TRUST" OR THE "TRUST" OR THE "COMPANY")
ALPHA PYRENEES TRUST POSTS RESULTS FOR THE YEAR ENDED 31 DECEMBER 2010:
NET ASSET VALUE IS 34.0p PER SHARE (ADJUSTED)
PORTFOLIO VALUATION HAS INCREASED YEAR-ON-YEAR
DIVIDEND MAINTAINED
Alpha Pyrenees Trust Limited, the property company investing primarily in commercial real estate in France, today posts its results for the year from 1 January to 31 December 2010.
The Trust announced adjusted earnings of £4.2 million for the period together with the declaration of a further dividend of 0.9p per share in respect of the fourth quarter. The Trust has now paid and declared dividends totaling 3.6p per share for the year to 31 December 2010.
Highlights of the period to 31 December 2010 include:
· Portfolio valuation increased by 1.0% in the six months to 31 December 2010 (+0.3% since 31 December
2009); current portfolio valuation yield of 8.5%
· Lease extensions and new leases covering approximately 40,500 square metres (16% of the Trust's portfolio by area) achieved since 1 January 2010
· 84% of rental income comes from Grade A tenants
· 91% of the Trust's portfolio by value is in France, whose economy grew by 1.5% in 2010
· No loan to value covenant tests on any of the Trust's properties until February 2014; interest cover ratio covenant of 110% (average interest cover in 2010 of 171%)
· 99% of borrowings are fixed long term at a weighted average interest rate of 5.26% per annum to maturity in February 2015
· Weighted average lease length of 7.2 years to expiry and 3.8 years to next break
· NAV (adjusted) of 34.0p per share as at 31 December 2010 (31.9p as at 31 December 2009)
· Adjusted earnings of £4.2 million for the twelve months to 31 December 2010 (adjusted earnings per share of 3.6p)
· Dividends totalling 3.6p per share paid and declared for the year to 31 December 2010
· Dividend of 0.9p per share declared for the fourth quarter payable on 26 April 2011
Dick Kingston, Chairman of Alpha Pyrenees Trust, commented:
"Management emphasis during the period has continued to focus on active asset management within the existing portfolio, with particular emphasis on the extension of lease terms and the letting of vacant units to secure the Trust's income. The Board is pleased to note the important progress achieved on this front against the background of challenging economic conditions. The French economy remains one of the best performing in Europe and leasing take-up is beginning to show some signs of improvement. As tenants become more active, the Trust should be in a position to exploit potential opportunities that were identified at the time of purchase, to add value at some of the Trust's properties. With this in mind the Board believes that it is sensible to conserve available cash for future investment in such opportunities. The Board has taken into consideration the current market conditions and progress on leasing and other initiatives that are being pursued and has maintained the dividend of 0.9p per share for the fourth quarter of 2010."
Paul Cable, Fund Manager, Alpha Real Capital LLP, commented:
"The Trust owns a diversified portfolio of quality-tenanted properties focused primarily on the French property market which represents 91% of the portfolio by value. The year-on-year increase in the portfolio valuation, while modest, represents the first annual increase since December 2007 and the Investment Manager will continue to concentrate on opportunities that exist within the Trust's property portfolio to add value through active asset management."
Contact:
Dick Kingston
Chairman, Alpha Pyrenees Trust Limited
01481 735540
Paul Cable
Fund Manager, Alpha Real Capital LLP
020 7268 0300
For more information on the Trust please visit www.alphapyreneestrust.com.
For more information on the Trust's Investment Manager please visit www.alpharealcapital.com.
FORWARD-LOOKING STATEMENTS
These results contain forward-looking statements which are inherently subject to risks and uncertainties because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements are based on the Board's current view and information known to them at the date of this statement. The Board does not make any undertaking to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Nothing in these results should be construed as a profit forecast.
ALPHA PYRENEES TRUST LIMITED
Results for the year ended 31 December 2010
Objective
Alpha Pyrenees Trust Limited ("the Trust" or "the Company" or "Alpha Pyrenees") primarily invests in higher-yielding properties in France, focusing on commercial property in the office, industrial, logistics and retail sectors let to tenants with strong covenants.
The Trust seeks to provide shareholders with a regular, secure dividend stream whilst also having the potential for capital growth in the long term from a combination of rent increases (leases are typically indexed to increase in line with inflation) and active asset management.
The Trust seeks to diversify risk by investing in a portfolio spread of properties across different property sectors with a variety of tenants.
Dividends
Dividends are paid quarterly.
Listing
The Trust is a closed-ended Guernsey registered investment company which has been declared under the relevant legislation to be an Authorised Closed-Ended Collective Investment Scheme. Its shares are listed on the Official List of the UK Listing Authority and traded on the London Stock Exchange.
Management
The Trust's Investment Manager is Alpha Real Capital LLP ("the Investment Manager"). Control of the Trust rests with the non-executive Guernsey-based Board of Directors.
ISA/SIPP status
The Trust's shares are eligible for Individual Savings Accounts (ISAs) and Self Invested Personal Pensions (SIPPs).
Financial highlights
|
Year ending 31 December 2010 |
Half year ending 30 June 2010 |
Year ending 31 December 2009 |
Half year ending 30 June 2009 |
Net asset value (adjusted) (£'000)* |
39,921 |
40,972 |
37,461 |
51,990 |
Net asset value per ordinary share (adjusted)* |
34p |
34.9p |
31.9p |
44.2p |
Net asset value per ordinary share |
17.1p |
12.7p |
16.5p |
26.3p |
Earnings per share (adjusted - basic & diluted)** |
3.6p |
1.8p |
4.0p |
2.1p |
Earnings per share (basic & diluted) |
4.9p |
0.1p |
(26.9)p |
(17.5)p |
Dividend per share (paid) |
3.6p |
2.7p |
7.0p |
3.5p |
*
The net asset value and net asset value per ordinary share have been adjusted for the fair value mark-to-market revaluation of the interest rate component of the currency swap , interest rate swap derivatives and deferred tax provisions; full analysis is given in note 13 to the accounts.
**
The adjusted earnings per share includes adjustments for the effect of the fair value mark-to-market revaluation of the properties, currency swap and interest rate swap derivatives, deferred tax provisions, rental guarantee income and foreign exchange gains and losses. A full analysis is given in note 12 to the accounts.
Chairman's Statement
Management emphasis during the period has continued to focus on active asset management within the existing portfolio with particular emphasis on the extension of lease terms and the letting of vacant units to secure the Trust's income. The Board is pleased to note the progress achieved on this front throughout the year, most notably at the Aubergenville, Nimes, Aubervilliers and Goussainville properties. Since January 2010 lease extensions or new leases were achieved on a total of approximately 40,500 square metres representing around 16% of the portfolio by area. Further detail on asset management progress appears in the Property Review section.
The French economy remains one of the best performing in Europe and leasing take-up is beginning to show some signs of improvement. As tenants become more active the Trust should be in a position to exploit potential opportunities to add value at some of the Trust's properties that were originally identified at the time of purchase. With this in mind the Board believes that it is sensible to conserve available cash for future investment in such opportunities.
Results and dividend
Results for the period show adjusted earnings of £4.2 million and adjusted earnings per share of 3.6p (note 12).
The effects of the economic climate over the last three years has resulted in a more challenging leasing environment for the Trust characterised by higher vacancy and generally longer re-leasing periods. The Trust currently has vacant space with an estimated rental value of approximately €2.6 million and predicting the timing and level of re-leasing that will be achieved remains difficult. The Trust's earnings have also been constrained by the strategic decision to retain substantial cash reserves (£15.5 million), which earn an unusually low rate of return at present, in order to maximise the Trust's future flexibility.
The Board has taken into consideration the current market conditions and progress on leasing and other initiatives that are being pursued and has maintained the dividend for the fourth quarter to 31 December 2010.
The dividend of 0.9p for the fourth quarter will be payable to the shareholders on the register as of 1 April 2011 and will be paid on 26 April 2011. This brings the total dividend paid and declared for the year to 31 December 2010 to 3.6p per share. No scrip alternative will be offered for this dividend.
Revaluation and Net Asset Value
Investment properties are included in the balance sheet at an independent valuation of £253.5 million (€296.1 million) providing an average valuation yield across the portfolio of 8.5% as at 31 December 2010.
The portfolio totals approximately 262,000 square metres (approximately 2.8 million square feet) and many of the tenants are well known companies belonging to large groups with strong covenants such as, Alcatel‑Lucent, Aldi, BNP Paribas, Carrefour, Credit Lyonnais, Dai Nippon Printing, GlaxoSmithKline, Husqvarna, Klöckner Group, La Poste, MediaMarkt, McDonalds, Norauto, OCP, Plastic Omnium, Saint Gobain, and Vinci Group. Grade A tenants also include government or quasi-government bodies and together the rent from such tenants accounts for 84% of the Trust's rental income.
The weighted average lease length within the portfolio is currently 7.2 years to expiry and 3.8 years to the next break.
The adjusted net asset value per ordinary share is 34.0p (note 13); this compares to 31.9p as at 31 December 2009, an increase of 2.1p for the year. The improvement in the year is mainly due to net currency gains on the Trust's hedges.
Portfolio Summary
Country |
Property |
Sqm |
|
Description |
Valuation £m |
Valuation €m |
France |
Villarceaux-Nozay |
78,800 |
|
Business park |
106.7 |
124.6 |
France |
Aubervilliers |
8,750 |
|
Offices |
17.3 |
20.2 |
France |
Goussainville |
20,500 |
|
Warehouse and offices |
14.2 |
16.6 |
France |
Champs-sur-Marne |
5,930 |
|
Offices |
12.1 |
14.1 |
France |
Aubergenville |
27,700 |
|
Logistics |
9.6 |
11.2 |
France |
St Cyr L'Ecole |
6,340 |
|
Offices |
9.4 |
11.0 |
France |
Athis Mons |
23,280 |
|
Logistics with offices |
8.7 |
10.2 |
France |
Evreux |
14,130 |
|
Logistics with offices |
8.0 |
9.3 |
France |
Gennevilliers |
3,330 |
|
Offices with light industrial |
7.9 |
9.2 |
France |
Mulhouse |
5,250 |
|
Offices |
7.9 |
9.2 |
France |
Roissy-en-France |
7,800 |
|
Offices and warehouse |
7.1 |
8.3 |
France |
Nimes |
3,100 |
|
Offices with retail |
6.5 |
7.6 |
France |
Ivry-sur-Seine |
7,420 |
|
Warehouse and offices |
5.8 |
6.8 |
France |
Fresnes |
6,540 |
|
Warehouse and offices |
4.7 |
5.5 |
France |
Vitry-sur-Seine |
5,180 |
|
Warehouse and offices |
4.5 |
5.3 |
Spain |
Córdoba |
16,880 |
|
Retail park |
14.5 |
17.0 |
Spain |
Zaragoza |
9,520 |
|
Warehouses |
3.2 |
3.8 |
Spain |
Alcalá de Guadaíra |
5,700 |
|
Shopping centre |
2.7 |
3.1 |
Spain |
Écija |
5,950 |
|
Shopping centre |
2.7 |
3.1 |
Total |
|
262,100 |
|
|
253.5 |
296.1 |
Finance
The Trust has total borrowings of £208.4 million (€243.4 million) as at 31 December 2010 under its facilities with Barclays Bank Plc.
The key features of the Trust's borrowings are:
· No loan to value ("LTV") covenant test until February 2014 on any of the Trust's properties.
· Long term maturities - the French (€221.0 million) and Spanish (€22.4 million) borrowings mature in February 2015.
· 99% of borrowings have interest rates that are fixed to maturity at a weighted average rate of 5.26% per annum.
· Interest cover ratio ("ICR") covenant is set at 110% - the Trust's weighted average ICR over the year to 31 December 2010 was 171%.
· On the first LTV test date in February 2014, the Trust's LTV should not exceed 87.5% on a country portfolio basis (with the
exception of the Alcatel-Lucent property where it should not exceed 85%). The weighted average loan to value covenant is 86.5%. As at 31 December 2010 the Trust has net leverage of 76.1% (taking into account cash of £15.5 million).
· The French and Spanish borrowings are independent and are not cross-collateralised.
The Trust holds £15.5 million of cash and un-mortgaged properties with a value of £6.5 million (€7.6 million) as at 31 December 2010.
Currency hedge instruments are in place that significantly protect the conversion of the shareholders' original equity back to Sterling.
Market outlook
· Leasing activity in the French and Spanish markets has remained subdued over the period reflecting the economic conditions, although the Trust achieved lease extensions and new leases on 40,500 square metres (16% of its portfolio) since January 2010.
· Vacancy rates and take-up in our principal occupational markets have stabilised. In the Paris region (Ile-de-France), where the majority of the Trust's portfolio is situated, office vacancy remains low at 6.8% and significant oversupply appears unlikely in the medium term.
· The Trust's portfolio with 84% of current income from Grade A tenants is significantly insulated from weaker covenants.
· In France, the annualised construction cost index showed positive growth for the third consecutive quarter running at 1.2% in the third quarter of 2010. In Spain, CPI was running at an annualised rate of 3.3% at the end of January 2011.
· The French economy remains one of the best performing in Europe with positive growth in GDP of 1.5% for 2010.
· Valuation yields have stabilised and investment confidence continues to improve.
Summary
· The Trust owns a diversified freehold portfolio of properties totalling £253.5 million (€296.1 million) with an average valuation yield of 8.5% at the December valuation, which showed a modest year on year increase, the first since December 2007.
· The Trust's leases are subject to annual index-linked rent reviews, which are positive in both markets.
· 84% of the Trust's rental income comes from Grade A tenants with a strong capacity to pay.
· The Trust's current average lease length is 7.2 years to expiry and 3.8 years to the next break.
· 99% of borrowings are fixed long term at a weighted average interest rate of 5.26% per annum to maturity in February 2015.
· There are no LTV covenant tests on any of the Trust's borrowings before February 2014.
· The outlook for property investment in the Trust's markets continues to show signs of improving.
· The Trust's cash reserves of £15.5 million leave it well positioned to redeploy some of the low-returning cash into value added opportunities within the existing portfolio as markets continue to improve and tenant activity increases.
Dick Kingston
Chairman
17 March 2011
Property review
Portfolio overview
The Trust owns a portfolio of fifteen properties in France and four properties in Spain totalling approximately 262,000 square metres (approximately 2.8 million square feet) of commercial real estate. The properties are generally well let, well located and offer good value accommodation to occupiers. Of the total property portfolio, 91% is invested in France and 9% in Spain in terms of capital value.
The valuation of the portfolio as at 31 December 2010 was approximately £253.5 million (€296.1 million) giving an average valuation yield of 8.5% across the French and Spanish portfolios. The portfolio as a whole showed a valuation increase of 0.3% on a Euro like-for-like basis compared to 31 December 2009 and 1.0% increase compared to 30 June 2010. The year-on-year increase consisted of an increase of 0.8% in the French portfolio (compared to an 8.6% decline in 2009) and a decline of 5.1% in the Spanish portfolio (compared to a 24.7% decline in 2009). The decline in Spain reflects the comparative weakness of the Spanish economy and the harsher conditions experienced in the property market there compared to the relative stability of the French market. The increase in the portfolio valuation, while modest, represents the first annual increase since December 2007.
The average capital value of the portfolio is approximately £967 (€1,130) per square metre (equivalent to £90 per square foot) and the average rental value is approximately £89 (€104) per square metre per annum (equivalent to £8.25 per square foot). Of the overall portfolio, 82% is located within the Ile-de-France region around Paris. The portfolio has 66% exposure to the French office and business park sector of which 61% of the total portfolio is in the Ile-de-France region. The reinstatement cost of the portfolio buildings has been assessed at approximately £235 million (€274 million) representing 93% of current value.
The Trust's portfolio is diversified across business sectors with 66% in offices and business park property, 26% in warehouses and 8% in retail.
The portfolio benefits from strong credit tenants with 84% of its current rent roll secured by leases to Grade A tenants (large international/national companies or public sector). Examples of those categorised as Grade A are given in the Chairman's Statement.
The portfolio also enjoys a high level of occupancy with rental income comprising 90% of potential total income; and vacancy representing 10%. There are no rental guarantees.
The weighted average lease length as at 31 December 2010 is 7.2 years to expiry and 3.8 years to next break.
Asset management review
The Investment Manager has continued to concentrate on active asset management and property management initiatives within the existing portfolio to secure the Trust's income and we are pleased to report a number of important achievements since January 2010 in the following areas:
· Extending the lease maturity profile of the property portfolio through lease extensions, and
· letting of vacant units.
More generally, the Trust maintains a close relationship with all of its tenants and is in regular discussions to establish their potential needs for lease extensions and building extensions at the properties they occupy.
Strong attention continues to be given to ensuring service charges are spent effectively, the annual level of property costs is closely monitored and additional sources of income are identified.
France
In addition to the progress reported in the Half year report, including lease extensions with the Conseil General du Gard at Nimes (2,780 square metres of offices), with MPS at Goussainville (8,760 square metres of warehouse and offices) and the new lease to KIS at Aubervilliers (1,125 square metres of offices), the following progress has been achieved in 2010:
A new lease was signed on a vacant 6,660 square metre logistics unit with existing tenant, CEPL, at the Aubergenville property along with an extension of their existing lease on a 7,150 square metre logistics unit at the site which previously had a break option in September 2011. Both leases are 3/6/9 year terms from 1 January 2011.
At the Aubervilliers property a re-gearing was signed with the tenant Duferco (New Steel) on 895 square metres of office space by signing a new 6/9 year lease at market rent which extended their fixed lease term to 31 December 2016.
A new 3/6/9 year lease from 9 November 2010 was signed on a vacant 495 square metre warehouse unit with Alchimica at the Vitry property.
A new 3/6/9 year lease from 19 October 2010 was also signed at the Aubervilliers property on 110 square metres of vacant office space with River Star.
Since the 1 January 2011 further progress has been achieved as follows.
A new 3/6/9 year lease from 1 March 2011 has been signed with Cabinet Rabec on 385 square metres of vacant office space at the Goussainville property.
A new 6/9 year lease from 1 April 2011 has been signed at the Vitry property with GFF on a 330 square metre vacant light industrial unit.
The tenant OCP Repartition extended their lease on a 4,735 square metre logistics unit at the Roissy property until June 2014.
The tenant Metallerie Marie extended their lease on an 835 square metre light industrial unit at the Ivry property until April 2014.
The tenants Mediapost and Stanbridge extended their leases on 895 square metre and 500 square metre light industrial units at the Vitry property until March 2014.
The tenant France Telecom extended their lease on a 215 square metre retail unit at the Nimes property until February 2014.
Spain
A re-gearing was agreed with the tenant Hogaria on a 1,030 square metre retail unit at the Cordoba property whereby the financially stronger parent company replaced the previous franchisee.
The tenants Balmont and Imagina Sport extended leases on their 115 square metre and 100 square metre retail units at the Ecija property by another year until 2012.
A new 10 year lease from 5 October 2010 was signed with Barragan on a 1,325 square metre retail unit at Ecija, Barragan are a regional supermarket operation specializing in meat products.
A new 35 year lease with a minimum fixed period of 10 years from 15 September 2010 was signed with Crimasa, a gym operator, on the 1,925 square metre top level of the Alcala property and the café at Alcala have extended their lease on a 115 square metre retail unit on the mid level at the property until 2012.
Market overview
The property markets in France and Spain continue to feel the effects of the subdued economic conditions of the past three years and remain characterized by higher vacancy and longer re-leasing periods though there are now signs of rental stability and increased take-up in selective French office markets, particularly parts of the Ile-de-France. Economic conditions within Spain remain more challenging compared to the relative stability of the French economy.
France
France came out of its relatively modest recession in the second quarter of 2009 and GDP growth for 2010 stood at 1.5% driven by solid growth in manufacturing production which grew by 5.4%, manufacturing turnover which grew by 7.2% year-on-year and a rebound in exports. Consumer spending increased by 1.6% in 2010 with household income supported by a high household saving rate and low household debt. Unemployment has stabilised at 9.3% in the third quarter of 2010. In January 2011 the consumer price index showed a 1.8% increase year-on-year.
Corporate debt remains fairly low and both the bank losses suffered so far and the results of the stress tests in 2010 suggest that the French banking sector is in a relatively solid state.
Due to the announced austerity measures, GDP growth is likely to slow to around 1% in 2011 and France looks set to remain as one of the euro-zone's better performers.
In 2010 €11 billion were invested in commercial real estate in France representing a year-on-year increase of 42% driven by a renewed interest in the sector particularly from large institutional investors whose focus has been on prime assets. As a result investment yields have tightened across all sectors.
Of the total property portfolio, 91% is in France, 82% is in the Ile-de-France and 61% is in Ile-de-France office and business park space.
The Paris region remains one of Europe's more stable office markets with take-up in the Ile-de-France reaching 2.16 million square metres in 2010 representing a 15% year-on-year increase on 2009. There was letting activity across different size requirements, business sectors and geographic spread and it was notable that the industrial and financial services sectors together accounted for 42% of this take-up.
The average office rent in Ile-de-France has risen slightly to €308 per square metre per annum as at 1 January 2011 versus €303 per square metre at the start of 2010. This increase is primarily due to above average increases in rents in prime Paris CBD and La Défense. The majority of the remaining market has tended to remain stable.
The office vacancy rate for the Paris region remains low at 6.8% and the prospect of a future shortage of good quality office space in Paris CBD and La Défense has encouraged the resumption of selective development projects in these areas. However, the lack of speculative development in other parts of the Ile-de-France office market means that in the medium term there is little prospect of significant over supply emerging.
In terms of logistics, nationally take up was 1.53 million square metres in 2010, broadly similar to take up levels seen over the past few years but the Paris Region performed well with take-up of 0.56 million square metres, a year on year rise of 47% representing 37% of national take-up compared to 24% in 2009. The average transaction appears to be trending downwards with occupiers favouring 10,000 - 20,000 square metre lot sizes as opposed to larger lot sizes of between 20,000 - 50,000 square metres.
Spain
Over the past year the Spanish economy has shown some tentative signs of improvement with GDP shrinking by 0.1% in 2010 compared to around -4% in 2009. During the second half of the year, the Spanish economy registered slight growth compared to the negative position in the first half of the year.
Spain has made progress with its fiscal tightening but given that this squeeze is due to tighten further this year, unemployment remains high at just over 20% and wages are likely to fall, household spending is unlikely to match the rise of more than 1% seen in 2010 and Spain still looks set to continue lagging behind its neighbours in the north of the euro-zone. GDP growth is likely to remain flat in 2011.
Rental Indexation
The Trust's rents in France are pegged to the INSEE Construction Cost Index ("ICC") which is published quarterly and in Spain to the Spanish Consumer Price Index ("CPI") which is published monthly.
The latest ICC figure for Q3-2010 was 1520, an increase of 1.2% on the figure for Q3-2009 of 1502; this mostly affects leases that are due to index in Q1-2011. Indexation remains below historical rates, as from Q1 1980 to Q3 2010 the French ICC index has shown a long term average compound growth rate of 3.3% per annum.
In Spain, the latest CPI figure for January 2011 was 3.3% compared to 1.0% in January 2010. This is slightly higher than the average of approximately 2.8% per annum over the past nine years.
Paul Cable
For and on behalf of the Investment Manager
17 March 2011
Directors
Dick Kingston (aged 63)
Chairman
Dick Kingston is a qualified Chartered Accountant and was, until December 2006, an executive director of Slough Estates Plc (now SEGRO Plc) ("Slough"), one of the largest London Stock Exchange listed property companies. He was chairman of their continental European real estate activities for his last three years at Slough and Group Finance Director there for nine years up to December 2005. Previously he was Group Financial Controller at Slough for nine years and prior to that was responsible for group financial control at Hawker Siddeley Group.
He is non-executive chairman of listed company Sirius Real Estate Limited and was a non-executive director of Mersey Docks and Harbour Company.
Christopher Bennett (aged 45)
Director
Christopher Bennett is a Member of the Royal Institution of Chartered Surveyors, has an MBA from Cranfield University and a BA in Law & Economics from Durham University. He is a Jersey resident and is Managing Director of Dominion Real Estate, a real estate administration business which he co-founded in 2005. He was previously with The Royal Bank of Scotland International in Jersey, where he spent five years in real estate finance. Prior to working for The Royal Bank of Scotland International he worked for Mutual Finance (an associate company of Rotch Property Group) for 18 months, was a self-employed property consultant for six years and spent three years in the residential agency sector. His property experience includes property management, development, appraisal, planning and agency in addition to finance, in both commercial and residential markets.
Christopher is a director of Medicx Fund Limited, a property investment company which is listed on the Official List.
David Jeffreys (aged 51)
Director
David Jeffreys qualified as a Chartered Accountant with Deloitte Haskins and Sells in 1985. He works as an independent non-executive director to a number of Guernsey based investment fund companies and managers and is a Guernsey resident.
From 2007 until 2009 David was the Managing Director of EQT Funds Management Limited, the Guernsey management office of the EQT group of private equity funds. He was previously the Managing Director of Abacus Fund Managers (Guernsey) Limited between 1993 and 2004, a third party administration service provider to primarily corporate and fund clients.
In addition to the Company, David is a director of the following listed companies: Alpha Tiger Property Trust Limited, Ingenious Media Active Capital Limited, PFB Data Centre Fund Limited and Tetragon Financial Group Limited.
Phillip Rose (aged 51)
Director
Phillip Rose is a Fellow of the Securities Institute and holds a Master of Law degree. He has over 25 years' experience in the real estate, funds management and banking industries in Europe, the USA and Australasia. He has been the Head of Real Estate for ABN AMRO Bank, Chief Operating Officer of European shopping centre investor and developer TrizecHahn Europe, Managing Director of retail and commercial property developer and investor Lend Lease Global Investment and Executive Manager of listed fund General Property Trust.
Phillip is currently CEO of Alpha Real Capital LLP, a non executive director of London office and retail property investor Great Portland Estates Plc and a member of its Audit Committee. He is also a member of the Management Committee of the Hermes Property Unit Trust and its Audit Committee.
Serena Tremlett (aged 46)
Director
Serena Tremlett has over 25 years' experience in financial services, specialising in closed-ended property and private equity funds and fund administration over the last 14 years.
She is a Guernsey resident and Managing Director of Morgan Sharpe Administration, a third party fund administrator which was acquired by her and her team by way of management buy-out in April 2008 and is a non-executive director of Alpha Pyrenees Trust Limited, Alpha Tiger Property Trust Limited and Ingenious Media Active Capital Limited in addition to various unlisted funds and general partners.
Serena was previously company secretary (and formerly director) of Assura Group, a company listed on the London Stock Exchange investing in primary healthcare property, pharmacy and medical businesses and ran Assura's Guernsey head office.
Prior to working for Assura, Serena was head of Guernsey property funds at Mourant Guernsey for two years and worked for Guernsey International Fund Managers (now Northern Trust) for seven years where she sat on a number of listed and unlisted fund boards.
Directors' report
The Directors present their report and financial statements of the Company and the Group for the year ended 31 December 2010.
Principal activities and status
During the year the Company carried on business as a property investment company, investing in commercial property in France and Spain.
The Company is an Authorised closed-ended Guernsey registered investment company which was incorporated on 16 November 2005. Its shares are listed on the Official List of the UK Listing Authority and have been traded on the London Stock Exchange since their listing on 29 November 2005.
Business review
A review of the business during the year is contained in the Chairman's statement above.
Results and dividend
The results for the year are set out in the financial statements. The Company has paid quarterly dividends during the year ended 31 December 2010 as follows:
|
Payment date |
Amount per share |
Third interim for the prior year |
9 January 2010 |
0.9p |
Fourth interim for the prior year |
1 April 2010 |
0.9p |
First interim |
21 June 2010 |
0.9p |
Second interim |
11 October 2010 |
0.9p |
It is the policy of the Directors to declare and pay all dividends as interim dividends and therefore they do not recommend a final dividend for the current year.
The third interim dividend of 0.9p per share was paid on 10 January 2011. In accordance with IAS 10 this dividend has not been included in these financial statements.
It is intended to distribute a fourth interim dividend of 0.9p per share on 26 April 2011; this dividend has also not been included in these financial statements.
Corporate governance
As a Guernsey registered company, the Company is not required to comply with The UK Corporate Governance Code ('Code'). However, the Directors will take appropriate measures to ensure that the Company complies with the Code to the extent appropriate and taking into account the size of the Company and the nature of its business. The Company complies with the corporate governance obligations which apply to Guernsey registered companies.
The Board
The Directors (all of whom were appointed to the Company upon its incorporation) and their interests in shares as at 31 December 2010 are detailed below:
|
Number of ordinary shares 2010 |
Number of ordinary shares 2009 |
Dick Kingston |
5,000 |
5,000 |
Christopher Bennett |
- |
- |
David Jeffreys |
250,000 |
5,000 |
Phillip Rose |
1,290,079 |
1,250,079 |
Serena Tremlett |
23,341 |
5,000 |
Changes in the Directors interests since the year end are as follows: Dick Kingston and Serena Tremlett opted for the scrip dividend alternative, granted to investors for the 30 September 2010 quarter's dividend payment, and were issued 145 new shares each at a price of 30.9p each on 10 January 2011.
As the Board consists wholly of non-executives whose appointments can be terminated at any time without penalty and also as the Company's Articles of Association require each Director to retire and submit himself to re-election every three years, the Board has chosen not to comply with the Code's recommendation for directors only to be appointed for a specific period. In addition, the Board believes that continuity and experience adds to its strength.
At the Annual General Meeting of the Company which will take place on 28 April 2011, Dick Kingston, Serena Tremlett and Phillip Rose will retire and submit themselves for re-election. The remainder of the Board recommend their re-appointment and a biography of each is included in the Notice of the Annual General Meeting. Phillip Rose is a member of the Investment Manager and therefore required to submit himself for annual re-election.
The Board has determined that its role is to consider and determine the following principal matters which it considers are of strategic importance to the Company:
1) Review the overall objectives for the Company and set the Company's strategy for fulfilling those objectives within an appropriate risk framework;
2) Consider any shifts in strategy that it considers may be appropriate in light of market conditions;
3) Review the capital structure of the Company including consideration of any appropriate use of gearing for the Company;
4) Appoint the Investment Manager, Administrator and other appropriately skilled service providers and monitor their effectiveness through regular reports and meetings;
5) Review key elements of the Company's performance including Net Asset Value, Earnings per share and payment of dividends.
Senior Independent Director
The Board has appointed David Jeffreys as its Senior Independent Director and has agreed that he will be available for discussions with shareholders independently of his peers, to the extent appropriate.
Operations of the Board
The Board normally meets four times per annum and also as required, from time to time, to consider specific issues reserved for decision by the Board including all potential acquisitions and disposals, significant capital expenditure and leasing matters and decisions relating to the Company's financial gearing, the purpose of all of which is to ensure the long-term success of the Company for its shareholders.
Certain matters relating to the implementation of the Company's strategy are delegated either to the Investment Manager or the Administrator but the performance of such delegation by these independent agents is regularly monitored by the Board.
At the Board's quarterly meetings it considers papers circulated in advance including reports provided by the Investment Manager and the Administrator in its capacity as Company Secretary. The Investment Manager's report comments on:
· The French and Spanish property markets including recommendations for any changes in strategy that the Investment Manager considers may be appropriate;
· Performance of the Group's portfolio and key asset management initiatives;
· Transactional activity undertaken over the previous quarter and being contemplated for the future;
· The Group's financial position including relationships with bankers and lenders.
The Administrator provides a quarterly compliance and company secretarial report.
Together, these reports enable the Board to assess the success with which the Group's strategy is being implemented, consider any relevant risks (such as the general economic climate) and to consider how they should be properly managed.
In between its regular quarterly meetings, the Board has also met on a number of occasions during the year to approve all material transactions and for other strategic matters.
Board Appraisal and Evaluation
The Board has undertaken an appraisal in the form of a review by the Senior Independent Director (or, in the case of his review, by a member of the Nomination Committee) of the discharge by each of the Directors of his duties and responsibilities as a Director. In addition to the appraisal, an evaluation of the overall performance of the Board and its standing committees has been conducted to review such matters as the composition of the Board (and whether it has an appropriate mix of skills and experience), contribution by individual directors and efficient/effective use of the Board's times at its quarterly meetings.
Board Committees
The Board has established three standing committees, all of which operate under detailed terms of reference, copies of which are available on request from the Company Secretary.
Board and Committee Meeting Attendance
The table below shows the attendance at Board and other Committee meetings during the year to 31 December 2010:
Director |
Board |
Audit committee |
Remuneration Committee |
Nomination Committee |
Dick Kingston |
14 |
3 |
2 |
1 |
Christopher Bennett |
11 |
n/a |
2 |
1 |
David Jeffreys |
18 |
4 |
2 |
1 |
Phillip Rose |
4 |
n/a |
n/a |
1 |
Serena Tremlett |
17 |
4 |
2 |
1 |
|
|
|
|
|
No. of meetings during the year |
18 |
4 |
2 |
1 |
|
|
|
|
|
Individual Directors may seek independent legal advice in relation to their duties on behalf of the Company which also maintains an appropriate level of directors' and officers' liability insurance on the Board's behalf.
Board Committees
Audit Committee
The Audit Committee consists of David Jeffreys (Chairman), Dick Kingston and Serena Tremlett. The Board is satisfied that David Jeffreys continues to have the requisite recent and relevant financial experience to fulfil his role as Chairman of the Audit Committee.
Role of the Committee
The role of the Audit Committee, which meets at least twice a year, includes:
· The engagement, review of the work carried out by and the performance of the Company's external auditors
· To monitor and review the independence, objectivity and effectiveness of the external auditors
· To develop and apply a policy for the engagement of the external audit firm to provide non-audit services
· To assist the Board in discharging its duty to ensure that financial statements comply with all legal requirements
· To review the Company's financial reporting and internal control policies and to ensure that the procedures for the identification, assessment and reporting of risks are adequate
· To review regularly the need for an internal audit function
· To monitor the integrity of the Company's financial statements, including its annual and half-yearly reports and announcements relating to its financial performance, reviewing the significant financial reporting issues and judgments which they contain
· To review the consistency of accounting policies and practices
· To review and challenge where necessary the financial results of the Company before submission to the Board
The Audit Committee makes recommendations to the Board which are within its terms of reference and considers any other matters as the Board may from time to time refer to it.
Policy for Non Audit Services
The Committee has adopted a policy for the provision of non-audit services by its external auditors, BDO Limited and reviews and approves all material non-audit related services in accordance with the need to ensure the independence and objectivity of the external auditors. No non-audit related services were performed by BDO Limited in the current year.
Internal Audit
The Group has only one employee and therefore the Board is reliant upon the systems and procedures employed by the Investment Manager and the Administrator which are regularly reviewed and are considered to be sufficient to provide it with the required degree of comfort. Resulting from this, the Board continues to believe that there is no need for an internal audit function, although it continues to monitor such need annually.
Nomination Committee
The Nomination Committee consists of Serena Tremlett (Chairman), Christopher Bennett, David Jeffreys, Dick Kingston and Phillip Rose.
The Committee's principal task is to review the structure, size and composition of the Board in relation to its size and position in the market and to make recommendations to fulfil Board vacancies as they arise and it meets at least annually.
Remuneration Committee
The Remuneration Committee consists of the independent non-executive Directors being David Jeffreys (Chairman), Christopher Bennett, Dick Kingston and Serena Tremlett.
The Board has approved formal terms of reference for the Committee and a copy of these is available on request from the Company Secretary.
As the Company has no executive directors, the Committee's main role is to determine the remuneration of the non-executive Directors within the cap set out in the Company's Articles of Association; it meets at least annually.
Remuneration Report
The aggregate fees payable to the Directors are limited to £200,000 per annum under the Company's Articles of Association and the annual fees payable to each Director have not changed since the Company's shares were listed in 2005. The fees payable to the Directors are expected to reflect their expertise, responsibilities and time spent on the business of the Company, taking into account market equivalents, the activities and the size of the Company.
During the year the Directors received the following emoluments in the form of fees from the Company:
|
Year ending 31 December 2010 £ |
Year ending 31 December 2009 £ |
Dick Kingston |
30,000 |
30,000 |
Christopher Bennett |
20,000 |
20,000 |
David Jeffreys |
20,000 |
20,000 |
Phillip Rose |
20,000 |
20,000 |
Serena Tremlett |
20,000 |
20,000 |
Total |
110,000 |
110,000 |
Appointment Letters
There are no service contracts in existence between the Company and any Director, but each of the Directors was appointed by a letter of appointment which sets out the main terms of his appointment. Each such appointment letter provides for an annual fee and a provision to be reimbursed for any reasonable out of pocket expenses. The appointment letters state that a Director shall remain in office unless he resigns, becomes bankrupt or otherwise prohibited by the law from acting as a director or is removed from his office by the Board or the members of the Company. The appointment letters do not provide for compensation upon early termination of appointment.
Internal Control and Risk Management
The Board understands its responsibility for ensuring that there are sufficient, appropriate and effective systems, procedures, policies and processes for internal control of financial, operational, compliance and risk management matters in place in order to manage the risks which are an inherent part of business. Such risks are managed rather than eliminated in order to permit the Company to meet its financial and other objectives.
As the Company has only one employee, the Board reviews the internal procedures of both its Investment Manager and its Administrator upon which it is reliant. The Investment Manager has a schedule of matters which have been delegated to it by the Board and upon which it reports to the Board on a quarterly basis. These matters include quarterly management accounts and reporting both against key financial performance indicators and its peer group. Further, a compliance report is produced by the Administrator for the Board on a quarterly basis.
The Company maintains a risk management framework which considers the non-financial as well as financial risks and this is reviewed by the Audit Committee prior to submission to the Board.
Investment management agreement
The Company has an agreement with the Investment Manager. This sets out the Investment Manager's key responsibilities which include proposing a property investment strategy to the Board, identifying property investments to recommend for acquisition and arranging appropriate lending facilities. The Investment Manager is also responsible to the Board for all issues relating to property asset management.
Substantial shareholding
Shareholders with holdings of more than 3 per cent of the issued ordinary shares of the Company as at 19 February 2011 were as follows:
Name of investor |
No. of ordinary shares |
% held |
Antler Investment Holdings Limited |
20,437,393 |
17.37 |
Baring Asset Management |
8,425,581 |
7.16 |
Charles Stanley |
6,008,017 |
5.11 |
Barclays Stockbrokers |
5,820,518 |
4.95 |
Rathbone Investment Management |
5,095,785 |
4.33 |
Gartmore Investment Management |
4,950,000 |
4.21 |
M&G Investment Management |
4,419,450 |
3.76 |
Rensburg Sheppards Investment Management |
4,041,212 |
3.44 |
Smith & Williamson |
3,853,700 |
3.28 |
Self Trade, stockbrokers |
3,537,813 |
3.01 |
Shareholder relations
The Board places high importance on its relationship with its shareholders, with members of the Investment Manager's Investment Committee making themselves available for meetings with key shareholders and sector analysts. Reporting of these meetings and market commentary is received by the Board on a quarterly basis to ensure that shareholder communication fulfils the needs of being useful, timely and effective. One or more members of the Board and the Investment Manager will be available at the Annual General Meeting to answer any questions that shareholders attending may wish to raise.
Directors' Responsibility Statement
Company law requires the Directors to prepare financial statements for each financial year, which give a true and fair view of the state of affairs of the Company and of the Group at the end of the year and of the profit or loss of the Company and the Group for that year.
In preparing those financial statements, the Directors are required to:
(1) select suitable accounting policies and then apply them consistently;
(2) make judgements and estimates that are reasonable and prudent;
(3) state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
(4) prepare the financial statements on the going concern basis unless it is appropriate to assume that the Company and Group will not continue in business.
So far as each of the Directors are aware, there is no relevant audit information of which the Company's auditor is unaware, and have taken all the steps they ought to have taken as a Director to make themselves aware of any relevant information and to establish that the Company's auditor is aware of that information.
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and of the Group and to enable them to ensure that the financial statements comply with the Companies (Guernsey) Law, 2008. They are also responsible for safeguarding the assets of the Company and Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors confirm that they have complied with the above requirements in preparing the financial statements.
Going Concern
After making enquiries, and bearing in mind the nature of the Company's business and assets, the Directors consider that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the accounts.
Annual General Meeting
The AGM will be held in Guernsey on 28 April 2011.
Auditors
BDO Limited has expressed their willingness to continue in office as auditors and a resolution to reappoint them will be proposed at the forthcoming Annual General Meeting.
By order of the Board,
David Jeffreys Serena Tremlett
Director Director
Directors' statement pursuant to the Disclosure and Transparency Rules
Each of the Directors, whose names and functions are listed in the Directors Report confirm that, to the best of each person's knowledge and belief:
· The financial statements, prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit of the Group and Company: and
· The Chairman's Statement and the Property Review includes a fair review of the development and performance of the business and the position of the Company and Group, and note 26 to the financial statements provides a description of the principal risks and uncertainties that they face.
By order of the Board,
David Jeffreys Serena Tremlett
Director Director
Corporate responsibility - benefits, risks and controls
The Board has reviewed the Company's Corporate Responsibility Policy and considers this to be appropriate for the Company. The Company's policy is as follows:
Alpha Pyrenees is committed to delivering sustainable investment returns in a way that delivers positive environmental, social and economic benefits. The Company recognises that the way in which buildings are designed, built, managed and occupied, significantly influences their impact on the environment and affected communities and it seeks to manage these issues.
The Company believes that through the implementation of socially responsible policies the Company can manage effectively our sustainability related risks, associated with, for example, climate change (more severe and regular floods, increasing storm damage costs and rising energy prices), site contamination and remediation, use of hazardous materials, waste management (rising landfill and disposal costs) and local community relations.
The Company's standard business process ensures that appropriate environmental reports are obtained as part of the due diligence process for property acquisitions and the Company assesses the accessibility of each property acquisition to public transportation.
The Company's managers and appointed agents are required to comply with all relevant laws and regulations affecting the Company's business, and managers are expected to be aware of the environmental issues associated with property investment including environmental health and safety legislation, energy use, pollution and waste management.
Independent auditors' report
To the members of Alpha Pyrenees Trust Limited
We have audited the financial statements of Alpha Pyrenees Trust Limited for the year ended 31 December 2010 which comprise the Group and Parent Company Statements of Comprehensive Income, Group and Parent Company Balance Sheets, the Group and Parent Company Cash Flow Statements, the Group and Parent Company Statements of Changes in Equity and the related notes 1 to 26. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.
This report is made solely to the company's members, as a body, in accordance with Section 262 of the Companies (Guernsey) Law, 2008. Our audit work is undertaken so that we might state to the group's and parent company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the group's and parent company and the group's and parent company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of the directors and auditor
As explained more fully in the Directors' Responsibilities Statement within the Directors' Report, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.
Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the group's and parent company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non‑financial information in the annual report to identify material inconsistencies with the audited financial statements. If we become aware of any apparent misstatements or inconsistencies we consider the implications for our report.
Opinion on the financial statements
In our opinion the financial statements:
· give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2010 and of group's profit and the parent company's profit for the year then ended;
· have been properly prepared in accordance with IFRSs as adopted by the European Union; and
· have been properly prepared in accordance with the requirements of the Companies (Guernsey) Law, 2008.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies (Guernsey) Law, 2008 requires us to report to you if, in our opinion:
· proper accounting records have not been kept by the parent company; or
· the financial statements are not in agreement with the accounting records; or
· we have failed to obtain all the information and explanations, which, to the best of our knowledge and belief, are necessary for the purposes of our audit.
Justin Marc Hallett ACA
For and on behalf of BDO Limited
Chartered Accountants and Recognised Auditor
Place du Pré
Rue du Pré
St Peter Port
Guernsey
Date: 17 March 2011
Consolidated statement of comprehensive income
|
For the year ended 31 December 2010 |
For the year ended 31 December 2009 |
|||||
|
|
Revenue £'000 |
Capital £'000 |
Total £'000 |
Revenue |
Capital |
Total |
|
|
|
|
|
|
|
|
Income |
|
|
|
|
|
|
|
Revenue |
3 |
24,972 |
- |
24,972 |
25,942 |
- |
25,942 |
Property operating expenses |
|
(5,725) |
- |
(5,725) |
(5,499) |
- |
(5,499) |
Net Rental income |
|
19,247 |
- |
19,247 |
20,443 |
- |
20,443 |
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
Net change in gains/(losses) on revaluation of investment properties |
15 |
- |
140 |
140 |
- |
(30,759) |
(30,759) |
Investment Manager's fee |
|
(1,966) |
(842) |
(2,808) |
(2,145) |
(919) |
(3,064) |
Other administration costs |
7 |
(1,136) |
- |
(1,136) |
(1,201) |
- |
(1,201) |
|
|
|
|
|
|
|
|
Operating profit/(loss) |
|
16,145 |
(702) |
15,443 |
17,097 |
(31,678) |
(14,581) |
|
|
|
|
|
|
|
|
Finance income |
4 |
113 |
7,759 |
7,872 |
167 |
8,508 |
8,675 |
Finance costs |
8 |
(12,555) |
(4,963) |
(17,518) |
(13,463) |
(12,266) |
(25,729) |
|
|
|
|
|
|
|
|
Profit/(loss) before taxation |
|
3,703 |
2,094 |
5,797 |
3,801 |
(35,436) |
(31,635) |
|
|
|
|
|
|
|
|
Taxation |
10 |
- |
- |
- |
- |
- |
- |
|
|
|
|
|
|
|
|
Profit/(loss) for the year |
|
3,703 |
2,094 |
5,797 |
3,801 |
(35,436) |
(31,635) |
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
|
|
Foreign exchange losses on translation of foreign operations (translation reserve) |
|
- |
(910) |
(910) |
- |
(6,025) |
(6,025) |
|
|
|
|
|
|
|
|
Other comprehensive expense for the year |
|
- |
(910) |
(910) |
- |
(6,025) |
(6,025) |
|
|
|
|
|
|
|
|
Total comprehensive income/(expense) for the year |
|
3,703 |
1,184 |
4,887 |
3,801 |
(41,461) |
(37,660) |
|
|
|
|
|
|
|
|
Earnings per share - basic & diluted |
12 |
|
|
4.9p |
|
|
(26.9)p |
|
|
|
|
|
|
|
|
Adjusted earnings per share - basic & diluted |
12 |
|
|
3.6p |
|
|
4.0p |
|
|
|
|
|
|
|
|
The total column of this statement represents the Group's statement of comprehensive income, prepared in accordance with IFRS. The revenue and capital columns are supplied as supplementary information permitted under IFRS. All items in the above statement derive from continuing operations. All income is attributable to the equity holders of the parent company. There are no minority interests.
The accompanying notes are an integral part of this statement.
Consolidated balance sheet
As at 31 December 2010 |
Notes |
2010 £'000 |
2009 £'000 |
|
|
|
|
Non-current assets |
|
|
|
Investment properties |
15 |
253,502 |
265,408 |
Financial assets at fair value through profit or loss |
17 |
- |
84 |
|
|
253,502 |
265,492 |
Current assets |
|
|
|
Trade and other receivables |
18 |
14,425 |
19,506 |
Cash and cash equivalents |
|
15,541 |
16,430 |
|
|
29,966 |
35,936 |
Total assets |
|
283,468 |
301,428 |
|
|
|
|
Current liabilities |
|
|
|
Trade and other payables |
19 |
(2,877) |
(5,834) |
Bank borrowings |
20 |
(1,673) |
(1,633) |
|
|
(4,550) |
(7,467) |
|
|
|
|
Total assets less current liabilities |
|
278,918 |
293,961 |
|
|
|
|
Non-current liabilities |
|
|
|
Financial liabilities at fair value through profit or loss |
17 |
(50,262) |
(55,708) |
Bank borrowings |
20 |
(205,854) |
(216,280) |
Rent deposits |
|
(2,769) |
(2,597) |
|
|
(258,885) |
(274,585) |
Total liabilities |
|
(263,435) |
(282,052) |
|
|
|
|
Net assets |
|
20,033 |
19,376 |
|
|
|
|
Equity |
|
|
|
Share capital |
21 |
- |
- |
Share premium account |
22 |
2,500 |
2,500 |
Special reserve |
22 |
110,592 |
110,462 |
Warrant reserve |
22 |
- |
130 |
Translation reserve |
22 |
22,661 |
23,571 |
Capital reserve |
22 |
(119,588) |
(121,682) |
Revenue reserve |
22 |
3,868 |
4,395 |
|
|
|
|
Total equity |
|
20,033 |
19,376 |
|
|
|
|
Net asset value per share |
13 |
17.1p |
16.5p |
Net asset value per share (adjusted) |
13 |
34.0p |
31.9p |
The financial statements were approved by the Board of Directors and authorised for issue on 17 March 2011. They were signed on its behalf by:
David Jeffreys Serena Tremlett
Director Director
The accompanying notes are an integral part of this statement.
Consolidated cash flow statement
|
For the year ended 31 December 2010 £'000 |
For the year ended 31 December 2009 £'000 |
|
|
|
Operating activities |
|
|
Profit/(loss) for the year |
5,797 |
(31,635) |
|
|
|
Adjustments for : |
|
|
Net change in losses on revaluation of investment properties |
(140) |
30,759 |
Deferred taxation |
- |
- |
Finance income |
(7,872) |
(8,675) |
Finance costs |
17,518 |
25,729 |
|
|
|
Operating cash flows before movements in working capital |
15,303 |
16,178 |
|
|
|
Movements in working capital: |
|
|
Decrease /(increase) in operating trade and other receivables |
2,534 |
(2,668) |
(Decrease) /increase in operating trade and other payables |
(2,785) |
2,554 |
|
|
|
Cash generated from operations |
15,052 |
16,064 |
|
|
|
Interest received |
113 |
167 |
Swap interest paid |
(802) |
(1,155) |
Bank loan interest paid and costs |
(11,144) |
(11,553) |
Taxation |
- |
- |
|
|
|
Cash flows from operating activities |
3,219 |
3,523 |
|
|
|
Investing activities |
|
|
Capital expenditure |
(908) |
(743) |
|
|
|
Cash flows from Investing activities |
(908) |
(743) |
|
|
|
Financing activities |
|
|
Currency swap collateral received |
1,859 |
1,922 |
Interest rate swap break costs |
- |
(1,567) |
Repayment of borrowings |
(258) |
- |
Dividends paid |
(4,230) |
(8,225) |
|
|
|
Cash flows from financing activities |
(2,629) |
(7,870) |
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
(318) |
(5,090) |
|
|
|
Cash and cash equivalents at beginning of year |
16,430 |
23,501 |
Exchange translation movement |
(571) |
(1,981) |
|
|
|
Cash and cash equivalents at end of year |
15,541 |
16,430 |
The accompanying notes are an integral part of this statement.
Consolidated statement of changes in equity
For the year ended 31 December 2009 |
Share capital £'000 |
Share |
Special £'000 |
Warrant reserve £'000 |
Translation reserve £'000 |
Capital reserve £'000 |
Revenue reserve £'000 |
Total equity £'000 |
At 1 January 2009 |
- |
2,500 |
110,462 |
130 |
29,596 |
(86,246) |
8,819 |
65,261 |
Total comprehensive expense for the year |
- |
- |
- |
- |
(6,025) |
(35,436) |
3,801 |
(37,660) |
Dividends |
- |
- |
- |
- |
- |
- |
(8,225) |
(8,225) |
At 31 December 2009 |
- |
2,500 |
110,462 |
130 |
23,571 |
(121,682) |
4,395 |
19,376 |
Note 22, 23 |
|
|
|
|
|
|
|
|
For the year ended 31 December 2010 |
Share capital £'000 |
Share |
Special £'000 |
Warrant reserve £'000 |
Translation reserve £'000 |
Capital reserve £'000 |
Revenue reserve £'000 |
Total equity £'000 |
At 1 January 2010 |
- |
2,500 |
110,462 |
130 |
23,571 |
(121,682) |
4,395 |
19,376 |
Total comprehensive income for the year |
- |
- |
- |
- |
(910) |
2,094 |
3,703 |
4,887 |
Warrant expiry |
- |
- |
130 |
(130) |
- |
- |
- |
- |
Dividends |
- |
- |
- |
- |
- |
- |
(4,230) |
(4,230) |
At 31 December 2010 |
- |
2,500 |
110,592 |
- |
22,661 |
(119,588) |
3,868 |
20,033 |
Note 22, 23 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of this statement.
Company statement of comprehensive income
|
Notes |
For the year ended 31 December 2010 |
For the year ended 31 December 2009 |
||||
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
||
|
|
|
|
|
|
|
|
Income |
|
|
|
|
|
|
|
Revenue |
3 |
9,360 |
- |
9,360 |
9,602 |
- |
9,602 |
Total income |
|
9,360 |
- |
9,360 |
9,602 |
- |
9,602 |
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
Investment Manager's fee |
|
(666) |
(286) |
(952) |
(830) |
(356) |
(1,186) |
Other administration costs |
7 |
(500) |
- |
(500) |
(593) |
- |
(593) |
Total expenses |
|
(1,166) |
(286) |
(1,452) |
(1,423) |
(356) |
(1,779) |
|
|
|
|
|
|
|
|
Operating profit/(loss) |
|
8,194 |
(286) |
7,908 |
8,179 |
(356) |
7,823 |
|
|
|
|
|
|
|
|
Finance income |
4 |
49 |
- |
49 |
48 |
- |
48 |
Finance costs |
8 |
- |
(7,114) |
(7,114) |
(1) |
(11,833) |
(11,834) |
Movement in impairment of amounts receivable from subsidiary undertakings |
5 |
- |
4,044 |
4,044 |
- |
(33,698) |
(33,698) |
|
|
|
|
|
|
|
|
Profit/(loss) before taxation |
|
8,243 |
(3,356) |
4,887 |
8,226 |
(45,887) |
(37,661) |
|
|
|
|
|
|
|
|
Taxation |
10 |
- |
- |
- |
- |
- |
- |
|
|
|
|
|
|
|
|
Profit/(loss) for the year |
|
8,243 |
(3,356) |
4,887 |
8,226 |
(45,887) |
(37,661) |
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
|
|
Other comprehensive income for the year |
|
- |
- |
- |
- |
- |
- |
|
|
|
|
|
|
|
|
Total comprehensive (expense)/income for the year |
|
8,243 |
(3,356) |
4,887 |
8,226 |
(45,887) |
(37,661) |
The total column of this statement represents the Company's statement of comprehensive income, prepared in accordance with IFRS. The revenue and capital columns are supplied as supplementary information permitted under IFRS. All items in the above statement derive from continuing operations.
The accompanying notes are an integral part of this statement.
Company balance sheet
As at 31 December 2010 |
Notes |
2010 £'000 |
2009 £'000 |
|
|
|
|
Non-current assets |
|
|
|
Investments in subsidiary undertakings |
14 |
141 |
141 |
Amounts receivable from subsidiary undertakings |
14 |
8,659 |
7,385 |
|
|
8,800 |
7,526 |
|
|
|
|
Current assets |
|
|
|
Trade and other receivables |
18 |
53 |
36 |
Amounts receivable from subsidiary undertakings |
14 |
2,272 |
2,117 |
Cash and cash equivalents |
|
9,248 |
10,076 |
|
|
11,573 |
12,229 |
|
|
|
|
Total assets |
|
20,373 |
19,755 |
|
|
|
|
Current liabilities |
|
|
|
Trade and other payables |
19 |
(340) |
(379) |
|
|
|
|
Total liabilities |
|
(340) |
(379) |
Net assets |
|
20,033 |
19,376 |
|
|
|
|
Equity |
|
|
|
Share capital |
21 |
- |
- |
Share premium account |
22 |
2,500 |
2,500 |
Special reserve |
22 |
110,592 |
110,462 |
Warrant reserve |
22 |
- |
130 |
Capital reserve |
22 |
(99,034) |
(95,678) |
Revenue reserve |
22 |
5,975 |
1,962 |
|
|
|
|
Total equity |
|
20,033 |
19,376 |
The financial statements were approved by the Board of Directors and authorised for issue on 17 March 2011. They were signed on its behalf by:
David Jeffreys Serena Tremlett
Director Director
The accompanying notes are an integral part of this statement.
Company cash flow statement
|
For the year ended 31 December 2010 |
For the year ended 31 December 2009 |
|
|
|
Cash flows from operating activities |
|
|
|
|
|
Profit/(loss) for the year |
4,887 |
(37,661) |
|
|
|
Adjustments for : |
|
|
Finance costs |
7,114 |
11,834 |
Finance income |
(49) |
(48) |
Interest from subsidiary undertakings |
(9,360) |
(9,602) |
Impairment of amounts receivable from subsidiary undertakings |
(4,044) |
33,698 |
|
|
|
Operating cash flows before movements in working capital |
(1,452) |
(1,779) |
|
|
|
Decrease in operating trade and other receivables |
(17) |
(23) |
(Decrease)/ increase in operating trade and other payables |
(39) |
306 |
|
|
|
Cash generated from operations |
(1,508) |
(1,496) |
|
|
|
Interest paid |
- |
(1) |
Interest received |
4,104 |
3,195 |
Taxation |
- |
- |
|
|
|
Cash-flows from operating activities |
2,596 |
1,698 |
|
|
|
Investing activities |
|
|
Loans repaid/(advanced) |
1,028 |
(1,798) |
|
|
|
Cash-flows from investing activities |
1,028 |
(1,798) |
|
|
|
Financing activities |
|
|
Dividend payments |
(4,230) |
(8,225) |
|
|
|
Cash-flows from financing activities |
(4,230) |
(8,225) |
|
|
|
Net decrease in cash and cash equivalents |
(606) |
(8,325) |
|
|
|
Cash and cash equivalents at beginning of year |
10,076 |
19,932 |
Exchange translation movement |
(222) |
(1,531) |
|
|
|
Cash and cash equivalents at end of year |
9,248 |
10,076 |
The accompanying notes are an integral part of this statement.
Company statement of changes in equity
For the year ending 31 December 2009 |
Share |
Share |
Special |
Warrant reserve £'000 |
Capital £'000 |
Revenue reserve £'000 |
Total £'000 |
|
|
|
|
|
|
|
|
At 1 January 2009 |
- |
2,500 |
110,462 |
130 |
(49,791) |
1,961 |
65,262 |
Total comprehensive expense for the year |
- |
- |
- |
- |
(45,887) |
8,226 |
(37,661) |
Dividends |
- |
- |
- |
- |
- |
(8,225) |
(8,225) |
At 31 December 2009 |
- |
2,500 |
110,462 |
130 |
(95,678) |
1,962 |
19,376 |
|
|
|
|
|
|
|
|
Note 22,23 |
|
|
|
|
|
|
|
For the year ending 31 December 2010 |
Share |
Share |
Special |
Warrant reserve £'000 |
Capital £'000 |
Revenue reserve £'000 |
Total £'000 |
|
|
|
|
|
|
|
|
At 1 January 2010 |
- |
2,500 |
110,462 |
130 |
(95,678) |
1,962 |
19,376 |
Total comprehensive income for the year |
- |
- |
- |
- |
(3,356) |
8,243 |
4,887 |
Warrant expiry |
- |
- |
130 |
(130) |
- |
- |
- |
Dividends |
- |
- |
- |
- |
- |
(4,230) |
(4,230) |
At 31 December 2010 |
- |
2,500 |
110,592 |
- |
(99,034) |
5,975 |
20,033 |
|
|
|
|
|
|
|
|
Note 22,23 |
|
|
|
|
|
|
|
The accompanying notes are an integral part of this statement.
Notes to the financial statements
1. General information
The Company is a limited liability, closed-ended investment company incorporated in Guernsey. The address of the registered office is given below. The nature of the Group's operations and its principal activities are set out in the Chairman's statement above. The financial statements were approved and authorised for issue on 17 March 2011 and signed by David Jeffreys and Serena Tremlett on behalf of the Board.
2. Significant accounting policies
A summary of the principal accounting policies is set out below. The policies have been consistently applied to all years presented unless otherwise stated.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the accounting policies. The areas involving a high degree of judgement or complexity, or areas where the assumptions and estimates are significant to the financial statements are disclosed in this note.
Basis of preparation
These financial statements have been prepared in accordance with IFRS, which comprise standards and interpretations approved by the International Accounting Standards Board ("IASB"), and International Accounting Standards and Standards Interpretations Committee interpretations approved by the International Accounting Standards Committee ("IASC") that remain in effect, and to the extent that they have been adopted by the European Union.
a) Adoption of new and revised Standards
A number of standards and interpretations issued by the International Financial Reporting Interpretations Committee are effective for the current year. These were:
Revised and amended Standards
IFRS 1: First-time Adoption of International Financial Reporting Standards - Limited Exemption from Comparative IFRS 7 Disclosures for First-time Adopters - for accounting periods commencing on or after 1 July 2010
IFRS 1: First-time Adoption of International Financial Reporting Standards - Amendments relating to oil and gas assets and determining whether an arrangement contains a lease- for accounting periods commencing on or after 1 January 2010
IFRS 2: Share-based Payment - Amendments relating to group cash-settled share-based payment transactions - for accounting periods commencing on or after 1 January 2010
IFRS 2: Share-based Payment - Amendments resulting from April 2009 Annual Improvements - for accounting periods commencing on or after 1 January 2010
IFRS 3: Business Combinations - Comprehensive revision on applying the acquisition method - for accounting periods commencing on or after 1 July 2009
IFRS 5: Non-current Assets Held for sale and Discontinued Operations - Amendments resulting from May 2008 Annual Improvements to IFRSs- for accounting periods commencing on or after 1 July 2009
IFRS 5: Non-current Assets Held for Sale and Discontinued Operations - Amendments resulting from April 2009 Annual Improvements to IFRSs - for accounting periods commencing on or after 1 January 2010
IFRS 8: Operating Segments - Amendments resulting from April 2009 Annual Improvements to IFRSs - for accounting periods commencing on or after 1 January 2010
IAS 1: Presentation of Financial Statements - Amendments resulting from April 2009 Annual Improvements to IFRSs- for accounting periods commencing on or after 1 January 2010
IAS 7: Statement of Cash Flows - Amendments resulting from April 2009 Annual Improvements to IFRSs - for accounting periods commencing on or after 1 January 2010
IAS 17: Leases - Amendments resulting from April 2009 Annual Improvements to IFRSs - for accounting periods commencing on or after 1 January 2010
IAS 27: Consolidated and Separate Financial Statements - Consequential amendments arising from amendments to IFRS 3 - for accounting periods commencing on or after 1 July 2009
IAS 28: Investments in Associates - Consequential amendments arising from amendments to IFRS 3 - for accounting periods commencing on or after 1 July 2009
IAS 31: Interests in Joint Ventures - Consequential amendments arising from amendments to IFRS 3 - for accounting periods commencing on or after 1 July 2009
IAS 32: Financial Instruments: Presentation - Amendments relating to classification of rights issues - for accounting periods commencing on or after 1 January 2010
IAS 36: Impairment of Assets- Amendments resulting from April 2009 Annual Improvements to IFRSs - for accounting periods commencing on or after 1 January 2010
IAS 38: Intangible Assets- Amendments resulting from April 2009 Annual Improvements to IFRSs - for accounting periods commencing on or after 1 July 2009
IAS 39: Financial Instruments: Recognition and Measurement - Amendments for eligible hedged items - for accounting periods commencing on or after 1 July 2009
IAS 39: Financial Instruments: Recognition and Measurement - Amendments resulting from April 2009 Annual Improvements to IFRSs - for accounting periods commencing on or after 1 January 2010
Interpretations
IFRIC 17: Distributions of non cash assets - for accounting periods commencing on or after 1 July 2009
IFRIC 18: Transfers of assets from customers - for accounting periods commencing on or after 1 July 2009
The adoption of these standards and interpretations has not led to any changes in the Groups accounting policies.
b) Standards and Interpretations in issue and not yet effective
At the date of authorisation of these financial statements, the following standards and interpretations, which have not been applied in these financial statements, were in issue but not yet effective:-
IFRS 9: Financial Instruments - Classification and Measurement - for accounting periods commencing on or after1 January 2013*
Revised and amended Standards
IFRS 1: First-time Adoption of International Financial Reporting Standards - Amendments resulting from May 2010 Annual Improvements to IFRSs - for accounting periods commencing on or after 1 January 2011*
IFRS 1: First-time Adoption of International Financial Reporting Standards - Replacement of 'fixed dates' for certain exceptions with 'the date of transition' to IFRS - for accounting periods commencing on or after 1 July 2011*
IFRS 1: First-time Adoption of International Financial Reporting Standards - Additional exemptions for entities ceasing to suffer from severe hyperinflation - for accounting periods commencing on or after 1 July 2011*
IFRS 3: Business combinations - Amendments resulting from May 2010 Annual Improvements to IFRSs - for accounting periods commencing on or after 1 July 2010*
IFRS 7: Financial Instruments: Disclosures - Amendments resulting from May 2010 Annual Improvements to IFRSs - for accounting periods commencing on or after 1 January 2011
IFRS 7: Financial Instruments: Disclosures - Amendments enhancing Disclosures about transfers of financial assets - for accounting periods commencing on or after 1 July 2011*
IAS 1: Presentation of Financial Statements - Amendments resulting from May 2010 Annual Improvements to IFRSs- for accounting periods commencing on or after 1 January 2011*
IAS 12: Income taxes - Limited scope amendment (recovery of underlying assets) - for accounting periods commencing on or after 1 January 2012*
IAS 24: Related Party Disclosures - Revised definition of related parties - for accounting periods commencing on or after 1 January 2011
IAS 27: Consolidated and Separate Financial Statements - Amendments resulting from May 2010 Annual Improvements to IFRSs - for accounting periods commencing on or after 1 July 2010*
IAS 34: Interim Financial Reporting - Amendments resulting from May 2010 Annual Improvements to IFRSs - for accounting periods commencing on or after 1 January 2011*
Interpretations
IFRIC 14 IAS 19 - November 2009 amendment with respect to voluntary prepaid contributions is effective for annual periods beginning on or after 1 January 2011*
IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments - for accounting periods commencing on or after 1 July 2010*
*Still to be endorsed by the EU
The Directors anticipate that, with the exception of IFRS 9, the adoption of these standards and interpretations in future periods will not have a material impact on the financial statements of the Group.
In November 2009, the IASB issued the first part of IFRS 9 relating to the classification and measurement of financial assets. IFRS 9 will ultimately replace IAS 39. The standard requires an entity to classify its financial assets on the basis of the entity's business model for managing the financial assets and the contractual cash flow characteristics of the financial asset, and subsequently measures the financial assets as either at amortised cost or fair value.
In October 2010, the IASB issued the second part of IFRS 9 incorporating new requirements on accounting for financial liabilities, and carrying over from IAS 39 the requirements for de-recognition of financial assets and financial liabilities. The standard addressed the issue of volatility in the income statement whereby an entity would choose to measure its own debt at fair value. The standard requires an entity choosing to measure a liability at fair value to present the portion of the change in its fair value due to changes in the entity's own credit risk in the other comprehensive income section of the income statement, rather than within the profit and loss. The standard maintained the requirement to measure other liabilities at amortised cost.
The new standard is mandatory for annual periods beginning on or after 1 January 2013.
The principal accounting policies adopted are set out below.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and the subsidiary undertakings controlled by the company, made up to 31 December each year. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefit from its activities.
The results of subsidiary undertakings acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisitions or up to the effective date of disposal as appropriate.
When necessary, adjustments are made to the financial statements of subsidiary undertakings to bring the accounting policies used into line with those used by the Group.
All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Presentation of income statement
In order to better reflect the activities of an investment company and in accordance with guidance issued by the Association of Investment Companies ("AIC"), supplementary information which analyses the income statement between items of a revenue and capital nature has been presented alongside the statement of comprehensive income.
Revenue recognition
Rental income from investment property leased out under an operating lease is recognised in the statement of comprehensive income on a straight line basis over the term of the lease. Lease incentives granted are recognised as an integral part of the net consideration for the use of the property and are therefore also recognised on the same straight line basis. Rental revenues are accounted for on an accruals basis. Therefore, deferred revenue generally represents advance payments from tenants. Revenue is recognised when it is probable that the economic benefits associated with the transaction will flow to the Group and the amount of revenue can be measured reliably. Upon early termination of a lease by the lessee, the receipt of a surrender premium, net of dilapidations and non-recoverable outgoings relating to the lease concerned, is immediately recognised as revenue.
Interest income is accrued on a time basis, by reference to the principal outstanding and the effective interest rate applicable.
Leasing
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
Foreign currencies
a) Functional and presentation currency
Items included in the financial statements of each of the Group entities are measured in the currency of the primary economic environment in which the entity operates (the "functional currency"). The consolidated financial statements are presented in Sterling, which is the Company's functional and presentational currency.
b) Transactions and balances
Transactions in currencies other than Sterling are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary assets and liabilities that are carried at fair value and denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Gains and losses arising on retranslation are included in net profit or loss for the year, except for exchange differences arising on non-monetary assets and liabilities where the changes in fair value are recognised directly in equity.
c) Group companies
The results and financial position of all the Group entities that have a functional currency which differs from the presentation currency are translated into the presentation currency as follows:
(i) assets and liabilities for each balance sheet presented are translated at the closing rate at the date of the balance sheet;
(ii) income and expenses for each statement of comprehensive income are translated at the average exchange rate prevailing in the period; and;
(iii) all resulting exchange differences are recognised as a separate component of equity.
On consolidation, the exchange differences arising from the translation of the net investment in foreign entities are taken to equity. When a foreign operation is sold, such exchange differences are recognised in the statement of comprehensive income as part of the gain or loss on sale.
The year-end exchange rate used is £1:€1.168 (2009: £1:€1.111) and the average rate for the year used is £1:€1.166 (2009: £1:€1.123).
Operating profit
a) Company
Operating profit includes interest income from subsidiary entities, as reduced by administrative expenses and excludes the movement on impairment of loans from subsidiaries, finance costs and finance income.
b) Group
Operating profit includes net gains or losses on revaluation of investment properties, as reduced by administrative expenses and property operating costs and excludes finance costs and income.
Expenses
All expenses are accounted for on an accruals basis and include fees and other expenses paid to the Administrators, the Investment Manager and the Directors. In respect of the analysis between revenue and capital items presented within the statement of comprehensive income, all expenses have been presented as revenue items except as follows:
Expenses which are incidental to the acquisition of an investment property or development property are included within the cost of that property. A proportion of the Investment Manager's fee is charged to the capital column in the statement of comprehensive income in order to reflect the Directors' estimated long-term view of the nature of the investment return of the Group.
Borrowing costs
Borrowing costs directly attributable to the acquisition or construction of property are added to the costs of those assets until such time as the assets are substantially ready for their intended use. The capitalisation rate is arrived at by reference to the actual rate payable on borrowing acquired for a targeted property, or with regard to an acquisition financed out of general borrowings to the average rate. All other borrowing costs are recognised in the statement of comprehensive income in the period in which they are incurred.
Taxation
The Company is exempt from Guernsey taxation on income derived outside of Guernsey and bank interest earned in Guernsey. A fixed annual fee of £600 is payable to the States of Guernsey in respect of this exemption. No charge to Guernsey taxation arises on capital gains. The Group is liable to foreign tax arising on activities in the overseas subsidiaries. The company has subsidiary operations in Luxembourg, Belgium, France and Spain.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income and expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantially enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible timing differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the year when the liability is settled or the asset realised. Deferred tax is charged or credited in the statement of comprehensive income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt within equity.
Dividends
Dividends are recognised as a liability in the group's financial statements in the period in which they become obligations of the Company.
Investment property
Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost being the fair value of consideration given including related transaction costs. After initial recognition at cost, investment properties are carried at their fair values based on quarterly professional valuations made by Knight Frank LLP. The valuations are in accordance with standards complying with the Royal Institution of Chartered Surveyors Approval and Valuation manual and the International Valuation Standards Committee.
Gains or losses arising from changes in fair value of investment property are included in the statement of comprehensive income in the period in which they arise. Properties are treated as acquired when the Group assumes the significant risks and returns of ownership and as disposed of when these are transferred to the buyer.
Transfers are made from investment property when, and only when, there is a change in use, evidenced by commencement of owner occupation or commencement of development with a view to sale.
Rental Guarantees
Rental guarantees received for vacant space acquired in a property acquisition are shown as debtors from the date of the acquisition of the relevant property and are excluded from the acquisition cost. Income received in relation to the guarantees is credited against the debtor. The debtor is impaired for any subsequent letting of the vacant space during the rental guarantee period.
Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, which is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors of the Company.
For management purposes, the Group is organised into one main operating segment, which invests in commercial property located in Europe. All of the Group's activities are interrelated, and each activity is dependent on the others. Accordingly, all significant operating decisions are based upon analysis of the Group as one segment. The financial results from this segment are equivalent to the financial statements of the Group as a whole.
All of the Group's revenue is from entities that are incorporated in Europe.
All of the Group's non-current assets are located in Europe.
Revenue from one tenant, Alcatel-Lucent, amounted to £9 million in 2010 (£9.7 million: 2009). Please refer to note 26 for further details.
Investment in subsidiaries
Investments in subsidiaries are initially recognised and subsequently carried at cost in the Company's financial statements less, where appropriate, provisions for impairment.
Financial instruments
Financial assets and financial liabilities are recognised on the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument. The Group shall offset financial assets and financial liabilities if the Group has a legally enforceable right to set off the recognised amounts and interests and intends to settle on a net basis.
(a) Financial assets
The Group's financial assets fall into the categories discussed below, with the allocation depending to an extent on the purpose for which the asset was acquired. Although the Group uses derivative financial instruments in economic hedges of currency and interest rate risk, it does not hedge account for these transactions. The Group has not classified any of its financial assets as held to maturity or as available for sale.
Unless otherwise indicated, the carrying amounts of the Group's financial assets are a reasonable approximation of their fair values.
(a)(i) Loans and receivables
These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through rental leases with tenants (e.g. trade receivables and cash and cash equivalents), but also incorporate other types of contractual monetary assets. They are initially recognised at fair value plus transaction costs that are directly attributable to the acquisition or issue and subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.
The effect of discounting on these financial instruments is not considered to be material.
Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the Group will be unable to collect all of the amounts due under the terms of the receivable, the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable. For trade receivables, such impairments directly reduce the carrying amount of the impaired asset and are recognised against the relevant income category in the statement of comprehensive income.
Cash and cash equivalents are carried at cost and consist of cash in hand and short term deposits in banks with an original maturity of three months or less.
(a)(ii) Fair value through profit or loss
This category comprises only 'in the money' financial derivatives. They are carried in the balance sheet at fair value with changes in fair value recognised in the statement of comprehensive income. Other than these derivative financial instruments, the Group does not have any assets held for trading nor has it designated any other financial assets as being at fair value through profit or loss.
The fair value of the Group's derivatives is based on valuations as described in note 17.
(a) (iii) Derecognition of financial assets
A financial asset (in whole or in part) is derecognised either:
· when the group has transferred substantially all the risks and rewards of ownership; or
· when it has transferred nor retained substantially all the risks and rewards and when it no longer has control over the asset or a portion of the asset; or
· when the contractual right to receive cash flow has expired.
(b) Financial liabilities
The Group classifies its financial liabilities into one of two categories, depending on the purpose for which the liability was issued and its characteristics. Although the Group uses derivative financial instruments in economic hedges of currency and interest rate risk, it does not hedge account for these transactions.
Unless otherwise indicated, the carrying amounts of the Group's financial liabilities are a reasonable approximation of their fair values.
(b)(i) Fair value through profit or loss
This category comprises only 'out-of-the-money' financial derivatives. They are carried in the balance sheet at fair value with changes in fair value recognised in the statement of comprehensive income. Other than derivative financial instruments, the Group does not have any liabilities held for trading nor has it designated any other financial liabilities as being at fair value through profit or loss.
The fair value of the Group's derivatives is based on the valuations as described in note 17.
(b)(ii) Financial liabilities measured at amortised cost
Other financial liabilities include the following items:
· Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method.
· Bank borrowings are initially recognised at fair value net of attributable transaction costs incurred. Such interest bearing liabilities are subsequently measured at amortised cost using the effective interest rate method.
(b) (iii) Derecognition of financial liabilities
A financial liability (in whole or in part) is derecognised when the Company or Group has extinguished its contractual obligations, it expires or is cancelled. Any gain or loss on derecognition is taken to the statement of comprehensive income.
(c) Share Capital
Financial instruments issued by the Group are treated as equity only to the extent that they do not meet the definition of a financial liability. The Company's ordinary shares are classified as equity instruments. For the purposes of the disclosures given in note 21 the Group considers all its share capital, share premium and all other reserves as equity. The Company is not subject to any externally imposed capital requirements.
(d) Effective interest method
The effective interest method is a method of calculating the amortised cost of a financial asset or liability and of allocating interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts or payments (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial asset or liability, or, where appropriate, a shorter period.
(e) Fair value measurement hierarchy
IFRS 7 requires disclosure of fair value measurements by level of the following fair value measurement hierarchy:
· Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).
· Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2).
· Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).
The level in the fair value hierarchy within which the financial asset or financial liability is categorised is determined on the basis of the lowest input that is significant to the fair value measurement. Financial assets and financial liabilities are classified in their entirety into one of the three levels.
Significant accounting estimates and judgements
The Group makes estimates and assumptions concerning the future. The resulting accounting estimate will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
(a) Investment property
The gross property value is the amount for which an asset could be exchanged between knowledgeable, willing parties in an arm's length transaction without deduction for any associated transfer taxes, sales taxes, or other costs normally borne by the seller. Transaction costs normally borne by the seller are not deducted in arriving at gross property value, in accordance with IAS 40. The fair value is calculated by deducting the costs normally borne by the purchaser from the gross property value. Fair value is not intended to represent the liquidation value of the property, which would be dependent upon the price negotiated at the time of sale less any associated selling costs. The fair value is largely based on estimates using property appraisal techniques and other valuation methods as outlined below. Such estimates are inherently subjective and actual values can only be determined in a sales transaction.
The Group's valuers derive the fair value by applying the methodology and valuation guidelines as set out by the Royal Institution of Chartered Surveyors in the United Kingdom in accordance with IAS 40. This approach is based on discounting the future net income receivable from properties to arrive at the net present value of that future income stream. Future net income comprises the rent secured under existing leases, less any known or expected non-recoverable costs and the current market rent attributable to future vacancy years. The consideration basis for this calculation excludes the effects of any taxes. The discount factors used to calculate fair value are consistent with those used to value similar properties, with comparable leases in each of the respective markets.
The fair value of the investment property as at 31 December 2010 was £253.5 million (2009 £265.8 million). Refer to note 15 for further details.
(b) Income and deferred taxes
The Group is subject to income and capital gains taxes in numerous jurisdictions. Significant judgement is required in determining the total provision for income and deferred taxes. There are many transactions and calculations for which the ultimate tax determination and timing of payment is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded such differences will impact the income and deferred tax provisions in the period in which the determination is made.
The deferred tax liability as at 31 December 2010 was £nil (2009: £nil). See note 10 for further details.
(c) Fair value of derivative contracts
The Group estimates fair values of derivative contracts based on valuation techniques. These techniques are significantly affected by the assumptions used, including discount rates and estimates of future cash flows. The fair value of derivative contracts at the balance sheet date was £50.2 million liability (2009: £55.6 million liability). See note 17 for further details.
3. Revenue
|
Group 2010 £'000 |
Company 2010 £'000 |
Group 2009 £'000 |
Company 2009 £'000 |
Rental Income |
20,604 |
- |
21,993 |
- |
Service and management charges |
4,368 |
- |
3,949 |
- |
Interest from subsidiary undertakings (note 5 & note 9) |
- |
9,360 |
- |
9,602 |
Total |
24,972 |
9,360 |
25,942 |
9,602 |
The above interest income arises from financial assets classified as loans and receivables and has been calculated using the effective interest rate method.
The interest from subsidiary companies arises on loans that have been impaired as detailed in note 14.
No contingent rent is included in the total above (2009: £nil).
The Group leases out all of its investment property under operating leases. Leases are typically for terms of standard institutional 3/6/9 years in France and 5 + 5 years in Spain. At the balance sheet date, using the exchange rate prevailing at the balance sheet date, the Group had contracted with tenants for the following future minimum lease payments:
|
2010 £'000 |
2009 £'000 |
Within one year |
19,719 |
21,972 |
In the second to fifth years inclusive |
53,752 |
60,321 |
After five years |
6,054 |
15,842 |
Total |
79,525 |
98,135 |
4. Finance Income
|
Group 2010 £'000 |
Company 2010 £'000 |
Group 2009 £'000 |
Company 2009 £'000 |
Bank interest income (note 5 & note 9) |
113 |
49 |
167 |
48 |
Net gains on financial assets held at fair value through profit and loss (note 6) |
7,759 |
- |
8,508 |
- |
Total |
7,872 |
49 |
8,675 |
48 |
The above interest income arises from financial assets classified as loans and receivables (including cash and cash equivalents) and has been calculated using the effective interest rate method.
5. Net gains or losses on loans and receivables
|
Group 2010 £'000 |
Company 2010 £'000 |
Group 2009 £'000 |
Company 2009 £'000 |
Interest from subsidiary companies (note 3) |
- |
9,360 |
- |
9,602 |
Bank interest income (note 4) |
113 |
49 |
167 |
48 |
Impairment of trade and other receivables |
(373) |
- |
(302) |
- |
Movement in impairment of amounts receivable from subsidiary undertakings (note 14) |
- |
4,044 |
- |
(33,698) |
Total |
(260) |
13,453 |
(135) |
(24,048) |
6. Net gains and losses on financial assets and liabilities at fair value through profit and loss
|
Group 2010 £'000 |
Company 2010 £'000 |
Group 2009 £'000 |
Company 2009 £'000 |
Net change in unrealised appreciation on financial assets and liabilities held at fair value though profit or loss |
|
|
|
|
Currency swaps |
7,759 |
- |
8,424 |
- |
Interest rate swaps |
- |
- |
84 |
- |
Net change in unrealised depreciation on financial assets and liabilities held at fair value through profit or loss |
|
|
|
|
Currency swaps |
- |
- |
- |
- |
Interest rate swaps |
(3,194) |
- |
(7,223) |
- |
Net realised gains and losses on financial assets and liabilities held at fair value through profit or loss |
|
|
|
|
Currency swaps - interest received |
7,683 |
- |
7,650 |
- |
Currency swaps - interest paid |
(8,485) |
- |
(8,805) |
- |
Net expense of currency swaps |
(802) |
- |
(1,155) |
- |
Interest rate swaps - break costs |
- |
- |
(1,567) |
- |
|
|
|
|
|
Net gain/(loss) on financial assets and liabilities at fair value through profit or loss |
3,763 |
- |
(1,437) |
- |
|
|
|
|
|
Disclosed as: |
|
|
|
|
Finance costs (note 8) |
(3,996) |
- |
(9,945) |
- |
Finance income (note 4) |
7,759 |
- |
8,508 |
- |
Net gain/(loss) on financial assets and liabilities at fair value through profit or loss |
3,763 |
- |
(1,437) |
- |
7. Other administration costs
|
Group 2010 £'000 |
Company 2010 £'000 |
Group 2009 £'000 |
Company 2009 £'000 |
Accounts and administrative fees |
341 |
178 |
323 |
171 |
Non-executive Directors fees |
110 |
110 |
110 |
110 |
Auditors' remuneration for audit services |
103 |
42 |
106 |
47 |
Other professional fees |
545 |
170 |
625 |
265 |
Staff costs |
37 |
- |
37 |
- |
Total |
1,136 |
500 |
1,201 |
593 |
The Group has one employee. The Directors are the only key management personnel of the Group.
8. Finance costs
|
Group 2010 £'000 |
Company 2010 £'000
|
Group 2009 £'000
|
Company 2009 £'000 |
Interest on bank borrowings (note 9) |
11,092 |
- |
11,586 |
- |
Loan fee amortisation (note 9) |
615 |
- |
666 |
- |
Loan fee expensed on de-recognition of financial liability following amendment and restatement of borrowings |
- |
- |
473 |
- |
Foreign exchange loss |
1,769 |
7,114 |
3,003 |
11,833 |
Net losses on financial liabilities at fair value through the profit and loss (note 6) |
3,996 |
- |
9,945 |
- |
Other charges |
46 |
- |
56 |
1 |
Total |
17,518 |
7,114 |
25,729 |
11,834 |
The above finance costs arise on financial liabilities measured at amortised cost using the effective interest rate method. No other losses have been recognised in respect of financial liabilities at amortised cost other than those disclosed above.
9. Total interest income and total interest expense on financial assets and financial liabilities not at fair value through profit and loss
|
Group 2010 £'000 |
Company 2010 £'000 |
Group 2009 £'000 |
Company 2009 £'000 |
Interest from subsidiary companies (note 3) |
- |
9,360 |
- |
9,602 |
Bank interest income (note 4) |
113 |
49 |
167 |
48 |
Interest on bank borrowings (note 8) |
(11,092) |
- |
(11,586) |
- |
Loan fee amortisation (note 8) |
(615) |
- |
(666) |
- |
Total interest (expense)/ income |
(11,594) |
9,409 |
(12,085) |
9,650 |
10. Taxation
(a) Taxation on profit on ordinary activities
Company
The Company is exempt from Guernsey taxation on income derived outside of Guernsey and bank interest earned in Guernsey. A fixed annual fee of £600 is payable to the States of Guernsey in respect of this exemption. No charge to Guernsey taxation arises on capital gains. The Group is liable to foreign tax arising on activities in the overseas subsidiaries. The company has subsidiary operations in Luxembourg, Belgium, France and Spain.
Group
The Group's tax expense for the year comprises:
|
Group 2010 £'000 |
Group 2009 £'000 |
Deferred taxation |
|
|
France |
- |
- |
Spain |
- |
- |
Total |
- |
- |
|
|
|
Tax expense reconciliation |
|
|
Profit/(loss) for the year |
5,797 |
(31,635) |
Less: Income not taxable |
(20,899) |
(24,147) |
Add: Expenditure not taxable |
21,220 |
15,578 |
Add: Un-provided deferred tax asset movement |
(6,118) |
40,204 |
Total |
- |
- |
Tax at domestic rates applicable to profits in the country concerned
|
Group 2010 £'000 |
Group 2009 £'000
|
French taxation at 33.33% |
- |
- |
Spanish taxation at 30% |
- |
- |
(b) Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon.
|
Revaluation of Investment Properties
£'000 |
Accelerated tax depreciation
£'000 |
Tax Losses
£'000 |
Interest rate swap
£'000 |
Total
£'000 |
At 31 December 2008 |
(979) |
10,565 |
(9,586) |
- |
- |
Release to Income |
(1,502) |
10,445 |
(8,943) |
- |
- |
At 31 December 2009 |
(2,481) |
21,010 |
(18,529) |
- |
- |
Release to Income |
(1,688) |
1,552 |
136 |
- |
- |
At 31 December 2010 |
(4,169) |
22,562 |
(18,393) |
- |
- |
|
|
|
|
|
|
Certain deferred tax assets and liabilities have been offset. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes available for offset against future profits.
|
2010 £'000 |
2009 £'000 |
Deferred tax liabilities |
22,562 |
21,010 |
Deferred tax assets |
(22,562) |
(21,010) |
Total |
- |
- |
At the balance sheet date the Company has unused tax losses of £57 million (2009: £57 million). A deferred tax asset has been recognised in respect of £22.6million of such losses (2009: £21 million). Due to the unpredictability of future taxable profits, the Directors believe it is not prudent to recognise deferred tax assets in respect of the revaluation of investment properties and the interest rate swap.
The French unused tax losses can be carried forward indefinitely. The Spanish unused tax losses can be carried forward for 15 years.
11. Dividends
Dividend reference period |
Shares |
Dividend |
Paid |
Date |
'000 |
per share |
£ |
|
|
Quarter ending 30 September 2009 |
117,500 |
0.9p |
1,057,500 |
9 January 2010 |
Quarter ending 31 December 2009 |
117,500 |
0.9p |
1,057,500 |
1 April 2010 |
Quarter ending 31 March 2010 |
117,500 |
0.9p |
1,057,500 |
21 June 2010 |
Quarter ending 30 June 2010 |
117,500 |
0.9p |
1,057,500 |
11 October 2010 |
Total |
|
|
4,230,000 |
|
For the quarter ended 30 September 2010 a scrip dividend alternative was granted to investors. Shareholders who opted for the scrip dividend alternative were issued 127,056 new shares at a price of 30.9p each on 10 January 2011. For the remainder of investors a quarterly dividend of £1,018,235 (0.9p per share) was paid on 10 January 2011. In accordance with IAS 10, this dividend has not been included in these financial statements.
12. Earnings per share
The calculation of the basic and diluted earnings per share is based on the following data:
|
1 January 2010 to 31 December 2010 |
1 January 2010 to 30 June 2010 |
1 January 2009 to 31 December 2009 |
1 January 2009 to 30 June 2009 |
Earnings after tax per income statement (£'000) |
5,797 |
125 |
(31,635) |
(20,522) |
Basic and diluted earnings per share |
4.9p |
0.1p |
(26.9)p |
(17.5)p |
|
|
|
|
|
Earnings after tax per income statement (£'000) |
5,797 |
125 |
(31,635) |
(20,522) |
Revaluation (gains)/losses in investment properties |
(140) |
2,138 |
30,759 |
22,861 |
Mark to market of currency swaps (note 6) |
(7,759) |
(12,798) |
(8,424) |
(14,399) |
Mark to market of interest rate swaps (note 6) |
3,194 |
8,271 |
8,706 |
8,976 |
Interest rate swap - break costs and other loan restructuring costs (note 8) |
- |
30 |
473 |
- |
Investment Manager's fee (capital) |
842 |
413 |
919 |
460 |
Rental guarantee income (note 18) |
512 |
355 |
844 |
483 |
Foreign exchange losses\(gains) (note 8) |
1,769 |
3,614 |
3,003 |
4,639 |
Adjusted earnings |
4,215 |
2,148 |
4,645 |
2,498 |
Adjusted earnings per share |
3.6p |
1.8p |
4.0p |
2.1p |
|
|
|
|
|
Weighted average number of ordinary shares (000's) |
117,500 |
117,500 |
117,500 |
117,500 |
The adjusted earnings are presented to provide what the Company believes is a more appropriate assessment of the operational income accruing to the Group's activities. Hence, the Company adjusts basic earnings for income and costs which are not of a recurrent nature or which may be more of a capital nature.
The Group has the following instruments which could potentially dilute basic earnings per share in the future:
|
31 December 2010 |
31 December 2009 |
Warrants |
- |
6,375,000 |
Options |
- |
1,275,000 |
Further details on warrants and options are given in note 23.
In January 2011, as a result of a scrip dividend offer (note 11), a number of shareholders opted for the alternative which resulted in the issue by the Company of 127,056 new shares (note 21).
13. Net asset value per share
|
31 December 2010 |
30 June 2010 |
31 December 2009 |
30 June 2009 |
Net asset value (£'000) |
20,033 |
14,979 |
19,376 |
30,941 |
Net asset value per share |
17.1p |
12.7p |
16.5p |
26.3p |
|
|
|
|
|
Net asset value (£'000) |
20,033 |
14,979 |
19,376 |
30,941 |
Mark to market of currency hedge* |
1,277 |
3,708 |
1,871 |
4,012 |
Mark to market of interest rate swaps |
18,611 |
22,285 |
16,214 |
17,037 |
Adjusted net asset value |
39,921 |
40,972 |
37,461 |
51,990 |
Net asset value per share (adjusted) |
34.0p |
34.9p |
31.9p |
44.2p |
|
|
|
|
|
Number of ordinary shares (000's) |
117,500 |
117,500 |
117,500 |
117,500 |
* The mark to market of the currency hedge necessarily includes both a movement in relation to currency fluctuation and a movement due to relative future interest rates. For the purpose of providing an adjusted net asset value the element of valuation in relation to the interest rates is included as an adjustment; the intention is to hold the instruments to maturity at which point this element will have unwound.
The adjusted net assets are presented to provide what the Company believes is a more relevant assessment of the Group's net asset position. The Company has determined that certain fair value and accounting adjustments may not be realisable in the longer term.
14. Investment in subsidiary undertakings
A list of the significant investments in subsidiaries, including the name, country of incorporation and the proportion of ownership interest is given below.
Name of subsidiary undertaking |
Class of share |
% of class held with voting rights |
Country of |
Principal |
|
|
|
|
|
Alpha Pyrenees Luxembourg SARL |
Ordinary |
100% |
Luxembourg |
Holding company |
Alpha Pyrenees Luxembourg No 2 SARL |
Ordinary |
100% |
Luxembourg |
Holding company |
Alpha Pyrenees Belgium SA |
Ordinary |
100% |
Belgium |
Holding company |
Alpha Pyrenees Trust Finance Company Limited |
Ordinary |
100% |
Guernsey |
Finance company |
Alpha Pyrenees Evreux SARL |
Ordinary |
100% |
France |
Holding company |
Alpha Pyrenees Evreux SCI |
Ordinary |
100% |
France |
Property investment |
Alpha Pyrenees Athis Mons SARL |
Ordinary |
100% |
France |
Holding company |
Alpha Pyrenees Athis Mons SCI |
Ordinary |
100% |
France |
Property investment |
Alpha Pyrenees Offices SARL |
Ordinary |
100% |
France |
Holding company |
Alpha Pyrenees Offices SCI |
Ordinary |
100% |
France |
Property investment |
Alpha Pyrenees Nozay SARL |
Ordinary |
100% |
France |
Holding company |
Alpha Pyrenees Nozay SCI |
Ordinary |
100% |
France |
Property investment |
Alpha Pyrenees Nimes SARL |
Ordinary |
100% |
France |
Property investment |
Alpha Pyrenees Spain SLU |
Ordinary |
100% |
Spain |
Property investment |
Alpha Pyrenees Alcalá SLU |
Ordinary |
100% |
Spain |
Property investment |
Alpha Pyrenees Ècija SLU |
Ordinary |
100% |
Spain |
Property investment |
|
|
|
|
|
The Group's investment properties are held by its subsidiary undertakings.
The Company has made the following loans to its subsidiary undertakings as at 31 December 2010:
|
2010 Interest bearing |
2010 Non-interest bearing |
2010 Total |
2009 Interest bearing |
2009 Non-interest bearing |
2009 Total |
Loan |
106,757 |
28,018 |
134,775 |
112,234 |
25,156 |
137,390 |
Impairment |
(98,098) |
(25,746) |
(123,844) |
(104,472) |
(23,416) |
(127,888) |
Total |
8,659 |
2,272 |
10,931 |
7,762 |
1,740 |
9,502 |
|
2010 Interest bearing |
2010 Non-interest bearing |
2010 Total |
2009 Interest bearing |
2009 Non-interest bearing |
2009 Total |
Current |
- |
2,272 |
2,272 |
377 |
1,740 |
2,117 |
Non-current |
8,659 |
- |
8,659 |
7,385 |
- |
7,385 |
Total |
8,659 |
2,272 |
10,931 |
7,762 |
1,740 |
9,502 |
The loans are denominated in Euros, unsecured and are subject to a range of interest rates, fixed for the term of the relevant loan. At 31 December 2010 the weighted average interest rate was 5.47% (2009: 5.38%).
An impairment of £123.8 million (2009: £127.9 million) has been made against amounts receivable from subsidiary undertakings to reflect the current mark to market impact of the currency and interest rate derivatives and property valuations which have arisen within the group subsidiaries.
15. Investment properties
|
2010 £'000 |
2009 £'000 |
Market value of investment properties at 1 January |
265,408 |
319,793 |
Subsequent capital expenditure after acquisition |
908 |
785 |
Fair value adjustment in the year |
140 |
(30,759) |
Effect of foreign exchange |
(12,954) |
(24,411) |
Market value of investment properties at 31 December |
253,502 |
265,408 |
|
|
|
Valuation per Knight Frank LLP of investment properties |
253,502 |
265,815 |
Adjustment for rental guarantees |
- |
(407) |
Market value of investment properties at 31 December |
253,502 |
265,408 |
The fair value of the Group's investment properties at 31 December 2010 and 31 December 2009 has been arrived at on the basis of valuations carried out at that date by Knight Frank LLP, independent valuers not connected to the Group. The valuation basis has been market value as defined by the Royal Institution of Chartered Surveyors Approval and Valuations Standards.
The approved RICS definition of market value is the "estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm's length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion."
The Group has pledged investment properties valued at £247 million (€288.5 million) to secure borrowings (note 20).
At 31 December 2010, the group had un-provided contractual obligations for future repairs and maintenance of £nil (2009: £nil) and £0.36 million (2009: £0.51 million) of future capital requirements.
16. Categories of financial assets and liabilities
|
|
Financial assets at fair value through P/L |
Loans and receivables |
||||||
|
Notes |
Group 2010 £'000 |
Company 2010 £'000 |
Group 2009 £'000 |
Company 2009 £'000 |
Group 2010 £'000 |
Company 2010 £'000 |
Group 2009 £'000 |
Company 2009 £'000 |
Current financial assets |
|
|
|
|
|
|
|
|
|
Trade and other receivables |
18 |
- |
- |
- |
- |
14,425 |
53 |
19,506 |
36 |
Cash and cash equivalents |
|
- |
- |
- |
- |
15,541 |
9,248 |
16,430 |
10,076 |
Amounts receivable from subsidiary undertakings |
14 |
- |
- |
- |
- |
- |
2,272 |
- |
2,117 |
Total current financial assets |
|
- |
- |
- |
- |
29,966 |
11,573 |
35,936 |
12,229 |
|
|
|
|
|
|
|
|
|
|
Non-current financial assets |
|
|
|
|
|
|
|
|
|
Interest rate swap |
17 |
- |
- |
84 |
- |
- |
- |
- |
- |
Amounts receivable from subsidiary undertakings |
14 |
- |
- |
- |
- |
- |
8,659 |
- |
7,385 |
Total non-current financial assets |
|
- |
- |
84 |
- |
- |
8,659 |
- |
7,385 |
Total financial assets |
|
- |
- |
84 |
- |
29,966 |
20,232 |
35,936 |
19,614 |
|
|
Financial liabilities at fair value through P/L |
Financial liabilities measured at amortised cost |
||||||
Notes |
Group 2010 £'000 |
Company 2010 £'000 |
Group 2009 £'000 |
Company 2009 £'000 |
Group 2010 £'000 |
Company 2010 £'000 |
Group 2009 £'000 |
Company 2009 £'000 |
|
Current financial liabilities |
|
|
|
|
|
|
|
|
|
Trade and other payables (excluding deferred income) |
19 |
- |
- |
- |
- |
2,375 |
340 |
2,536 |
379 |
Bank borrowings |
20 |
- |
- |
- |
- |
1,673 |
- |
1,633 |
- |
Total current financial liabilities |
|
- |
- |
- |
- |
4,048 |
340 |
4,169 |
379 |
|
|
|
|
|
|
|
|
|
|
Non-current financial liabilities |
|
|
|
|
|
|
|
|
|
Currency swaps |
17 |
31,651 |
- |
39,410 |
- |
- |
- |
- |
- |
Interest rate swap |
17 |
18,611 |
- |
16,298 |
- |
- |
- |
- |
- |
Bank borrowings |
20 |
- |
- |
- |
- |
205,854 |
- |
216,280 |
- |
Rent Deposits |
|
- |
- |
- |
- |
2,769 |
- |
2,597 |
- |
Total non-current financial liabilities |
|
50,262 |
- |
55,708 |
- |
208,623 |
- |
218,877 |
- |
Total financial liabilities |
|
50,262 |
- |
55,708 |
- |
212,671 |
340 |
223,046 |
379 |
The Company has pledged, as part of the security package on the bank borrowings, a number of subsidiary bank accounts and shares.
17. Financial assets and liabilities held at fair value through the profit or loss
|
Group 2010 £'000 |
Company 2010 £'000 |
Group 2009 £'000 |
Company 2009 £'000 |
Non-current assets |
|
|
|
|
Interest rate swaps |
- |
- |
84 |
- |
|
|
|
|
|
Non-current liabilities |
|
|
|
|
Currency swap - a |
(24,722) |
- |
(30,925) |
- |
Currency swap - b |
(6,929) |
- |
(8,485) |
- |
Interest rate swaps |
(18,611) |
- |
(16,298) |
- |
|
(50,262) |
- |
(55,708) |
- |
Total |
(50,262) |
- |
(55,624) |
- |
Interest rate swap
The Company was required under the financing agreements with Barclays Bank Plc to fix the rate at which it borrows over the duration of each loan. The Company has agreed a fixed interest rate with Barclays Bank Plc at each loan draw-down.
The bank has undertaken a variable to fixed rate swap with a third party. The Company is not party to the swap agreement but via the financing agreement the Company has all the risks and rewards of the swap as, should the loan be repaid early, the Company would be required to pay the swap break costs or, alternatively accrue a swap benefit as a capital reduction depending on the value of the underlying swap at that point in time.
On 16 December 2009, the Spanish bank loan with Barclays plc was amended and restated. As a result of the amendments, the interest rate swap was broken and a new interest swap agreed for the longer term of the revised loan. Of the loan principal of €22.7m, €20m has been fixed using the new swap.
The interest rate swaps are valued by reference to the bank's redemption notice of amounts due if the Company repaid it's borrowings at the balance sheet date; the Directors consider this to represent its fair value.
Currency swap
The Group uses currency derivatives to hedge significant future foreign currency transactions and cash flows to safeguard the equity investments of shareholders against significant adverse movements between Sterling and Euros.
a) On 13 October 2006, Alpha Pyrenees Trust Finance Company Limited ("Alpha Finance"), a wholly owned subsidiary of the Company, entered into a currency swap with Barclays Bank Plc. Under the terms of this agreement, Alpha Finance will pay Barclays Bank Plc €130.1 million and Barclays Bank Plc will pay Alpha Finance £87.6 million on 16 October 2013. ln addition, there are quarterly periodic payments in February, May, August and October of each year starting on 16 February 2007 and ending 16 October 2013. On these dates Barclays Bank Plc will pay Alpha Finance an amount equal to 7 per cent per annum on £87.6 million and Alpha Finance will pay Barclays Bank Plc an amount equal to 6 per cent per annum on €130.1 million.
b) On 18 January 2007, Alpha Finance entered into a further currency swap with Barclays Bank Plc. Under the terms of this swap, Alpha Finance will pay Barclays Bank Plc €33 million and Barclays Bank Plc will pay Alpha Finance £21.6 million on 16 October 2013. In addition, there are quarterly periodic payments in February, May, August and November of each year starting on 16 February 2007 and ending on 16 October 2013. On these dates Barclays Bank Plc will pay Alpha Finance an amount equal to 7 per cent per annum on £21.6 million and Alpha Finance will pay Barclays Bank Plc an amount equal to 5.9725 per cent per annum on €33 million.
At 31 December 2010, a total amount of £9.3 million (€10.9 million) (2009: £11.8 million (€13.1 million)) had been deposited as collateral with Barclays Bank Plc to support both the 13 October 2006 and 18 January 2007 swaps.
The fair value of the currency swap contracts is determined by reference to an applicable valuation model.
18. Trade and other receivables
|
Group 2010 £'000 |
Company 2010 £'000 |
Group 2009 £'000 |
Company 2009 £'000 |
Trade receivables |
1,894 |
- |
1,612 |
- |
Amounts receivable from Property Managing Agents |
2,112 |
- |
3,655 |
- |
Bank interest receivable |
4 |
- |
4 |
- |
Prepayments |
218 |
- |
843 |
- |
Rental guarantees |
- |
|
537 |
- |
Other debtors |
10,197 |
53 |
12,855 |
36 |
|
|
|
|
|
Total |
14,425 |
53 |
19,506 |
36 |
The Directors consider that the carrying amount of trade and other receivables approximates to their fair value. Note 26 provides an ageing of trade receivables along with details of the provision against loans during the year.
Rental guarantees are contractual agreements specifically referred to in the relevant property sale and purchase agreements under which the vendor provides a guarantee (normally by way of an escrowed bank account deposit) for units within the acquired property which are vacant at the time of acquisition. There have been no acquisitions during the year. Income of £0.5 million was received in 2010 (2009: £0.8 million) in relation to existing rent guarantees.
Included in other debtors is collateral of £9.3 million (2009: £11.8 million) held with Barclays Bank Plc in relation to the currency swap (note 17).
19. Trade and other payables
|
Group 2010 £'000 |
Company 2010 £'000 |
Group 2009 £'000 |
Company 2009 £'000 |
Trade creditors |
347 |
2 |
230 |
- |
Deferred income |
502 |
- |
3,298 |
- |
Investment Manager's fee payable |
744 |
308 |
389 |
322 |
VAT Payable |
136 |
- |
54 |
- |
Accruals |
1,148 |
30 |
1,863 |
57 |
|
|
|
|
|
Total |
2,877 |
340 |
5,834 |
379 |
Trade creditors and accruals primarily comprise amounts outstanding for trade purchases and ongoing costs. The Group has financial risk management policies in place to ensure that all payables are paid within the credit time frame.
The Directors consider that the carrying amount of trade payables approximates to their fair value.
20. Bank borrowings
|
Group 2010 £'000 |
Company 2010 £'000 |
Group 2009 £'000 |
Company 2009 £'000 |
Current liabilities: Interest payable and bank borrowing |
1,673 |
- |
1,633 |
- |
Non-current liabilities: bank borrowing |
205,854 |
- |
216,280 |
- |
Total liabilities |
207,527 |
- |
217,913 |
- |
|
|
|
|
|
The borrowings are repayable as follows: |
|
|
|
|
Interest payable |
1,548 |
- |
1,633 |
- |
On demand or within one year |
125 |
- |
- |
- |
In the second to fifth years inclusive |
205,854 |
- |
- |
- |
After five years |
- |
- |
216,280 |
- |
|
207,527 |
- |
217,913 |
- |
Movements in the Group's non-current bank borrowings is analysed as follows:
|
2010 |
2009 |
Opening balance |
216,280 |
233,189 |
Amortisation of finance costs |
615 |
666 |
Net movement on loan restructuring |
- |
51 |
Deferred finance cost adjustment |
(78) |
- |
Repayment of loan |
(258) |
- |
Loan repayable within one year |
(125) |
- |
Exchange differences on translation of foreign currencies |
(10,580) |
(17,626) |
Total |
205,854 |
216,280 |
At 31 December 2010, €221 million was outstanding on the French borrowings. Borrowings are secured over the shares in the Company's operating subsidiaries and mortgages over properties with a total value of €261.5 million. The borrowings are to be repaid on 10 February 2015.
At 31 December 2010, €22.4 million was outstanding on the Spanish borrowings, which comprises a balance of € 2.4 million on a floating rate basis (at three month Euribor plus margin) and €20 million on a fixed rate. Borrowings are secured over the shares in the Company's operating subsidiaries and mortgages over properties with a total value of €27 million. The borrowings are to be repaid on 10 February 2015.
The lender, Barclays Bank Plc has undertaken a variable to fixed rate swap with a third party to fix the interest rate paid by the Company (note 17). The weighted average rate of interest on all fixed rate loans is 5.26% (2009: 5.26%).
21. Share capital
Authorised Share capital
The authorised share capital is unlimited.
Issued and fully paid
|
Number of shares |
At 1 January 2009 |
117,500,000 |
Shares cancelled during the year |
- |
At 31 December 2009 |
117,500,000 |
Shares cancelled during the year |
- |
At 31 December 2010 |
117,500,000 |
|
|
The Company carries one class of shares which carry no right to fixed income. All ordinary shares have nil par value. There have been no shares issued during the year.
In January 2011, as a result of a scrip dividend offer (note 11), a number of shareholders opted for the alternative which resulted in the issue by the Company of 127,056 new shares.
22. Reserves
The movements in the reserves for the Group and the Company are shown above in the Statement of Changes in Equity.
Share premium account
On 10 July 2006 the Company issued 2,500,000 ordinary shares of no par value at a premium of £1 per share.
Special reserve
On 9 December 2005, the Royal Court of Guernsey confirmed the reduction of capital by way of cancellation of the amount standing to the credit of its share premium account on that date. The amount was transferred to the special reserve. The special reserve is a distributable reserve to be used for all purposes permitted under Guernsey company law, including the buy- back of shares and payment of dividends.
Warrant reserve
The warrant reserve contains the fair value of share-based payments in respect of the warrants issued to the Investment Manager but not exercised (note 23).
Translation reserve
The translation reserve contains exchange differences arising on consolidation of the Group's overseas operations.
Capital reserve
The capital reserve contains gains and losses on the disposal of investment properties, and increases and decreases in the fair value of the Group's investment properties and currency swap derivative financial instruments, together with expenses allocated to capital.
Revenue reserve
Any surplus arising from net profit after tax is taken to this reserve, which may be utilised for the buy-back of shares and payment of dividends.
23. Share based payments
a) Warrants
During 2005, the Company issued warrants to the Investment Manager pursuant to which it has been granted the right to subscribe for 6,375,000 ordinary shares in the company at an exercise price of £1 per share. Such warrants could have been exercised at any time up to and including 29 November 2010. No warrants were exercised and all have now expired.
b) Incentive options
In order to incentivise the Investment Manager, the Company granted options to it to acquire up to 3,825,000 ordinary shares. The options were to vest in three tranches of equal amounts over a three year period ending on the third, fourth and fifth anniversaries of admission of the shares to the Official List of the UKLA (29 November 2005) subject to a cumulative shareholder return performance criteria of 10% per annum (50% vesting) and 12% per annum (100% vesting) having been met over a period of the preceding three years for each tranche respectively.
Details of the share options outstanding during the year are as follows:
Number of options |
Expiry |
Price |
1,275,000 |
29 November 2017 |
100p |
|
2010 Number of options |
2009 Number of options |
Outstanding at 1 January |
1,275,000 |
2,550,000 |
Not vested |
(1,275,000) |
(1,275,000) |
Outstanding at 31 December |
- |
1,275,000 |
c) Share based payments
The Company recognised no share based payment expenses for the year end 2010 (2009: £nil).
24. Events after the balance sheet date
There were no significant events after the balance sheet date.
25. Related party transactions
Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions. Alpha Real Capital LLP is the Investment Manager to the Company under the terms of the Investment Manager Agreement and is thus considered a related party of the Company.
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.
The Investment Manager is entitled to receive a fee from the Group at an annual rate of 1 per cent of the gross assets of the Group, payable quarterly in arrears. The Investment Manager is also entitled to receive an annual performance fee calculated with reference to total shareholder return ("TSR"), whereby the fee is 20 per cent of any excess over an annualised TSR of 12 per cent and then a further 15 per cent of any excess over 20 per cent; the performance fee is subject to a three year high watermark with a minimum threshold of 100 pence. Details of the investment management fees for the current accounting period are shown on the face of the statement of comprehensive income and any balances outstanding are disclosed separately in note 19.
The Directors of the Company received fees for their services as detailed below.
Directors fees |
2010 £'000 |
2009 £'000 |
Dick Kingston (Chairman) |
30 |
30 |
Christopher Bennett |
20 |
20 |
David Jeffreys |
20 |
20 |
Phillip Rose |
20 |
20 |
Serena Tremlett |
20 |
20 |
Total |
110 |
110 |
Director shareholdings in the Company are detailed in the Director's report.
The following, being partners of the Investment Manager, hold or have an interest in the following shares in the Company at 31 December 2010:
|
2010 Number of shares held |
2009 Number of shares held |
Rockmount Ventures Limited and ARRCO Limited |
20,437,393 |
10,137,393 |
Sir John Beckwith |
3,472,681 |
3,435,681 |
P. Rose** |
1,290,079 |
1,250,079 |
B. Bauman |
459,289 |
164,764 |
IPGL Property Funds Ltd |
150,490 |
150,490 |
K. Devon-Lowe*** |
24,650 |
n/a |
R. Armist |
7,450 |
7,450 |
*Rockmount Ventures Limited became a partner in the investment manager on 23 December 2010. Rockmount Ventures Limited is the parent company of ARRCO Limited. The interest attributed to the two corporate partners represents 20,437,393 shares held by a fellow group company, Antler Investment Holdings Limited.
**Phillip Rose is the CEO and a partner of the Investment Manager.
*** Karl Devon-Lowe became a partner of ARC LLP on 25 March 2010.
Paul Cable, being the Investment Manager's Fund Manager responsible for the Trust's investments, holds 80,878 (2009: 75,768) shares in Alpha Pyrenees Trust Limited.
Serena Tremlett is also the Managing Director and a major shareholder of Morgan Sharpe Administration Limited, the Company's administrator and secretary. During the year the Company paid Morgan Sharpe Administration Limited fees of £89,900 (2009: £89,700).
26. Financial instruments risk exposure and management
In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group's objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements.
There have been no substantive changes in the Group's exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note.
Principal financial instruments
The principal financial instruments used by the Group and Company, from which financial instrument risk arises, are as follows:
· Amounts receivable from subsidiary undertakings
· Trade and other receivables
· Cash and cash equivalents
· Trade and other payables
· Rental deposits
· Derivative financial instruments
· Bank borrowings
General objectives, policies and processes
The Board has overall responsibility for the determination of the Group's risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Group's finance function.
The overall objective of the Board is to set polices that seek to reduce risk as far as possible without unduly affecting the Group's competitiveness and flexibility. The above financial risk management policies apply equally to the Group and the Company. Further details regarding these policies are set out below:
Credit risk
Credit risk arises when a failure by counter parties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the balance sheet date.
a) Group
The Group's credit risk principally arises from cash and cash equivalents as well as credit exposures with respect to tenants including other receivables. In the event of a default by an occupational tenant, the Group will suffer a rental shortfall and incur additional costs in maintaining, insuring and re-letting the property until it is re-let. General economic conditions may affect the financial stability of tenants and prospective tenants and/or demand for and value of real estate assets. A property advisor monitors the tenants in order to anticipate, and minimise the impact of, default by occupational tenants. Where possible, tenants' risk is mitigated through rental guarantees.
Alcatel-Lucent is the largest tenant within the portfolio representing 43.2% (2009:43.3%) of the annual contracted rent. The tenants next break option is in December 2015. The Group meets with the tenant frequently and monitors their financial performance closely.
The ageing of trade receivables is as follows:
|
2010 £'000 |
2009 £'000 |
0 to 6 months |
1,894 |
1,612 |
Over 6 months |
- |
- |
|
1,894 |
1,612 |
The movement in impairments to trade receivables is provided in Note 5 to the accounts.
There are no other impairment losses on any other financial assets other than loans and receivables as mentioned above.
The Group policy is to maintain its cash and cash equivalent balances with a reasonable diversity of banks. The Group monitors the placement of cash balances on an ongoing basis and has policies to limit the amount of credit exposure to any financial institution. As at 31 December 2010, the Group had spread its cash across seven financial institutions and had not placed more than 56% in any one bank.
b) Company
The Company's credit risk principally arises from cash and cash equivalents and amounts receivable from subsidiaries. The Company follows the same Group policy with regards to diversification of banking arrangements. Amounts receivable from subsidiaries are of mainly a long term nature and the loans are monitored on a regular basis.
An impairment of £123.8 million (2009: £127.9 million) has been made against amounts receivable from subsidiary undertakings to reflect the current mark to market impact of the currency and interest rate derivatives and property valuations which have arisen within the group subsidiaries (note 14).
c) Maximum exposure
The Group's and Company's maximum exposure to credit risk by class of financial instrument is shown below:
|
Group 2010 £'000 |
Group 2010 £'000 |
Company 2010 £'000 |
Company 2010 £'000 |
Group 2009 £'000 |
Group 2009 £'000 |
Company 2009 £'000 |
Company 2009 £'000 |
|
Carrying Value |
Maximum Exposure |
Carrying Value |
Maximum Exposure |
Carrying Value |
Maximum Exposure |
Carrying Value |
Maximum Exposure |
Amounts owed by subsidiary undertakings |
- |
- |
10,931 |
10,931 |
- |
- |
9,502 |
9,502 |
Trade and other receivables |
14,425 |
14,425 |
53 |
53 |
19,506 |
19,506 |
36 |
36 |
Cash and cash equivalents |
15,541 |
15,541 |
9,248 |
9,248 |
16,430 |
16,430 |
10,076 |
10,076 |
Financial assets at fair value through profit or loss |
- |
- |
- |
- |
84 |
84 |
- |
- |
Total |
29,966 |
29,966 |
20,232 |
20,232 |
36,020 |
36,020 |
19,614 |
19,614 |
Collateral is held to mitigate credit risk of trade receivables in the form of rental deposits and rental guarantees, in the event of non payment of rental income by tenants.
Liquidity risk
Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Group and Company has procedures with the object of minimising such losses such as maintaining sufficient cash and other highly liquid current assets and by having in place an adequate amount of committed credit facilities. Cash and cash equivalents are placed with financial institutions on a short term basis reflecting the Group's and Company's desire to maintain a high level of liquidity in order to enable timely completion of investment transactions.
a) Group
The following table illustrates the contractual maturity analysis of the Group's financial liabilities and derivative financial assets and liabilities that must be settled gross based, where relevant, on balance sheet interest rates and exchange rates prevailing at the balance sheet date.
2010 |
Within 1 year £'000 |
1-2 years £'000 |
2-5 years £'000 |
5-10 years £'000 |
Over 10 years £'000 |
Total |
Trade and other payables (excluding deferred income) |
2,375 |
- |
- |
- |
- |
2,375 |
Rent Deposits |
968 |
342 |
985 |
414 |
60 |
2,769 |
Bank Borrowings |
1,673 |
- |
205,854 |
- |
- |
207,527 |
Derivative financial instruments at fair value through the profit or loss |
|
|
|
|
|
|
- Cash Outflows |
6,857 |
8,293 |
141,790 |
- |
- |
156,940 |
- Cash Inflows |
(6,167) |
(7,460) |
(111,662) |
- |
- |
(125,289) |
|
5,706 |
1,175 |
236,967 |
414 |
60 |
244,322 |
|
|
|
|
|
|
|
2009 |
Within 1 year £'000 |
1-2 years £'000 |
2-5 years £'000 |
5-10 years £'000 |
Over 10 years £'000 |
Total |
Trade and other payables (excluding deferred income) |
2,536 |
- |
- |
- |
- |
2,536 |
Rent Deposits |
374 |
1,044 |
1,021 |
65 |
93 |
2,597 |
Bank Borrowings |
1,633 |
- |
- |
216,280 |
- |
217,913 |
Derivative financial instruments at fair value through the profit or loss |
|
|
|
|
|
|
- Cash Outflows |
7,171 |
8,631 |
150,960 |
- |
- |
166,762 |
- Cash Inflows |
(6,221) |
(7,451) |
(113,680) |
- |
- |
(127,352) |
|
5,493 |
2,224 |
38,301 |
216,345 |
93 |
262,456 |
b) Company
The Company only has trade payables and other payables which are payable within one year.
Market risk
a) Foreign exchange risk
The Group operates in Europe and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to Sterling and Euros. Foreign exchange risk arises from future commercial transactions, recognised monetary assets and liabilities and net investments in foreign operations.
The Group has entered into currency swaps to safeguard the equity investments of shareholders against significant adverse movements between Sterling and Euros. Details of the currency swap are as disclosed in note 17.
The tables below summarise the Group's and Company's exposure to foreign currency risk at 31 December 2010 and 31 December 2009. The Group's and Company's assets and liabilities at carrying amounts are included in the table, categorised by the currency at their carrying amount.
|
Group 2010
£'000 |
Group 2010
£'000 |
Group 2010 Total £'000 |
Company 2010
£'000 |
Company 2010
£'000 |
Company 2010 Total £'000 |
|
€ |
£ |
|
€ |
£ |
|
Current financial assets |
|
|
|
|
|
|
Trade and other receivables |
14,372 |
53 |
14,425 |
- |
53 |
53 |
Cash and cash equivalents |
11,162 |
4,379 |
15,541 |
4,870 |
4,378 |
9,248 |
Amounts receivable from subsidiary undertakings |
- |
- |
- |
2,272 |
- |
2,272 |
|
|
|
|
|
|
|
Non-current financial assets |
|
|
|
|
|
|
Amounts receivable from subsidiary undertakings |
- |
- |
- |
8,659 |
- |
8,659 |
Interest rate swaps |
- |
- |
- |
- |
- |
- |
|
|
|
|
|
|
|
Total financial assets |
25,534 |
4,432 |
29,966 |
15,801 |
4,431 |
20,232 |
|
|
|
|
|
|
|
Current financial liabilities |
|
|
|
|
|
|
Trade and other payables (excluding deferred income) |
(2,035) |
(340) |
(2,375) |
- |
(340) |
(340) |
Bank borrowings |
(1,673) |
- |
(1,673) |
- |
- |
- |
|
|
|
|
|
|
|
Non-current financial liabilities |
|
|
|
|
|
|
Currency swaps |
(31,651) |
- |
(31,651) |
- |
- |
- |
Interest rate swaps |
(18,611) |
- |
(18,611) |
- |
- |
- |
Bank borrowings |
(205,854) |
- |
(205,854) |
- |
- |
- |
Rent deposits |
(2,769) |
- |
(2,769) |
- |
- |
- |
Total financial liabilities |
(262,593) |
(340) |
(262,933) |
- |
(340) |
(340) |
|
|
|
|
|
|
|
Net balance sheet currency position |
(237,059) |
4,092 |
(232,967) |
15,801 |
4,091 |
19,892 |
|
Group 2009
£'000 |
Group 2009
£'000 |
Group 2009 Total £'000 |
Company 2009
£'000 |
Company 2009
£'000 |
Company 2009 Total £'000 |
|
€ |
£ |
|
€ |
£ |
|
Current financial assets |
|
|
|
|
|
|
Trade and other receivables |
19,470 |
36 |
19,506 |
- |
36 |
36 |
Cash and cash equivalents |
15,715 |
715 |
16,430 |
9,362 |
714 |
10,076 |
Amounts receivable from subsidiary undertakings |
- |
- |
- |
2,117 |
- |
2,117 |
|
|
|
|
|
|
|
Non-current financial assets |
|
|
|
|
|
|
Amounts receivable from subsidiary undertakings |
- |
- |
- |
7,385 |
- |
7,385 |
Interest rate swaps |
84 |
- |
84 |
- |
- |
- |
|
|
|
|
|
|
|
Total financial assets |
35,269 |
751 |
36,020 |
18,864 |
750 |
19,614 |
|
|
|
|
|
|
|
Current financial liabilities |
|
|
|
|
|
|
Trade and other payables (excluding deferred income) |
(2,157) |
(379) |
(2,536) |
- |
(379) |
(379) |
Bank borrowings |
(1,633) |
- |
(1,633) |
- |
- |
- |
|
|
|
|
|
|
|
Non-current financial liabilities |
|
|
|
|
|
|
Currency swaps |
(39,410) |
- |
(39,410) |
- |
- |
- |
Interest rate swaps |
(16,298) |
- |
(16,298) |
|
|
|
Bank borrowings |
(216,280) |
- |
(216,280) |
- |
- |
- |
Rent deposits |
- |
- |
- |
- |
- |
- |
Total financial liabilities |
(275,778) |
(379) |
(276,157) |
- |
(379) |
(379) |
|
|
|
|
|
|
|
Net balance sheet currency position |
(240,509) |
372 |
(240,137) |
18,864 |
371 |
19,235 |
The Group's policy is, where possible, to allow Group entities to settle liabilities denominated in their functional currency (primarily Euros or Sterling) with the cash generated from their own operations in that currency.
As described in note 17, currency swap derivatives have been entered into to protect, to an extent, the Sterling equity invested from fluctuations in the Euro exchange rate. As the property portfolio is acquired and mortgaged in Euros the swap is designed to provide some certainty on the net equity invested and also provide some hedge on the Euro income generated on these properties. The Group, therefore, considers it appropriate from a risk perspective to review an exposure on the net current assets and cash not forming part of the invested equity. For illustrative purposes, therefore, the effect of a strengthening of the Euro by 5 cents would increase Group net current assets by £1.4 million (2009: £1.5 million). A weakening of the Euro by 5 cents would decrease net Group assets by £1.3 million (2009: £1.4 million).
On a Company only level the foreign exchange sensitivities are necessarily greater given the large intercompany loan book. However a provision of £123.8 million (2009: £127.9 million) has been made against intercompany loans to reflect the current mark to market impact on the currency hedge and property valuations. For illustrative purposes, a strengthening of the Euro by 5 cents would increase the Company net assets by £1.4 million (2009: £0.9 million). A weakening of the Euro by 5 cents would decrease the Company net assets by £1.3 million (2009: £0.8 million).
b) Cash flow and fair value interest rate risk
The Group's and Company's interest rate risk arises from the following financial assets and liabilities.
Interest Rate Profile As at 31 December 2010
Weighted average interest rate |
|
|||
Group 2010 % |
Group 2010 £'000 |
Company 2010 % |
Company 2010 £'000 |
|
Financial assets at fair value through profit or loss |
|
|
|
|
Derivative financial assets |
|
|
|
|
Non-interest bearing |
- |
- |
- |
- |
|
|
|
|
|
Loans and receivables |
|
|
|
|
Trade and other receivables |
|
|
|
|
Non-interest bearing |
- |
5,119 |
- |
53 |
Variable |
0.44% |
9,306 |
- |
- |
|
|
|
|
|
Loans and receivables |
|
|
|
|
Cash and cash equivalents |
|
|
|
|
Non-interest bearing |
|
2,234 |
- |
- |
Variable |
0.60% |
13,307 |
0.85% |
9,248 |
|
|
|
|
|
Loans and receivables |
|
|
|
|
Amounts receivable from subsidiary undertakings |
|
|
|
|
Non-interest bearing |
- |
- |
- |
28,018 |
Fixed |
- |
- |
5.47% |
106,757 |
|
|
|
|
|
Financial liabilities at fair value through profit or loss |
|
|
|
|
Derivative financial liabilities |
|
|
|
|
Fixed -payable |
5.99% |
156,940 |
- |
- |
Fixed - receivable |
7.00% |
125,289 |
- |
- |
|
|
|
|
|
Financial liabilities carried at amortised cost |
|
|
|
|
Bank borrowings |
|
|
|
|
Non-interest bearing |
- |
1,673 |
- |
- |
Fixed |
5.26% |
203,829 |
- |
- |
Variable |
3.45% |
2,025 |
- |
- |
|
|
|
|
|
Financial liabilities carried at amortised cost |
|
|
|
|
Trade and other payables |
|
|
|
|
Non-interest bearing |
- |
2,877 |
- |
340 |
|
|
|
|
|
Rent deposits |
|
|
|
|
Non-interest bearing |
- |
2,769 |
- |
- |
|
|
|
|
|
Amounts receivable from subsidiary undertakings has been shown gross of the provision as interest continues to be calculated on the full balance outstanding.
Interest Rate Profile As at 31 December 2009
Weighted average interest rate |
|
|||
Group 2009 % |
Group 2009 £'000 |
Company 2009 % |
Company 2009 £'000 |
|
Financial assets at fair value through profit or loss |
|
|
|
|
Derivative financial assets |
|
|
|
|
Non-interest bearing |
- |
84 |
- |
- |
|
|
|
|
|
Loans and receivables |
|
|
|
|
Trade and other receivables |
|
|
|
|
Non-interest bearing |
- |
7,679 |
- |
36 |
Variable |
0.41% |
11,827 |
- |
- |
|
|
|
|
|
Loans and receivables |
|
|
|
|
Cash and cash equivalents |
|
|
|
|
Non-interest bearing |
- |
3,901 |
- |
- |
Variable |
0.20% |
12,529 |
0.25% |
10,076 |
|
|
|
|
|
Loans and receivables |
|
|
|
|
Amounts receivable from subsidiary undertakings |
|
|
|
|
Non-interest bearing |
- |
- |
- |
25,156 |
Fixed |
- |
- |
5.38% |
112,234 |
|
|
|
|
|
Financial liabilities at fair value through profit or loss |
|
|
|
|
Derivative financial liabilities |
|
|
|
|
Fixed -payable |
5.99% |
166,762 |
- |
- |
Fixed - receivable |
7.00% |
127,352 |
- |
- |
|
|
|
|
|
Financial liabilities carried at amortised cost |
|
|
|
|
Bank borrowings |
|
|
|
|
Non-interest bearing |
- |
1,633 |
- |
- |
Fixed |
5.26% |
213,850 |
- |
- |
Variable |
3.37% |
2,430 |
- |
- |
|
|
|
|
|
Financial liabilities carried at amortised cost |
|
|
|
|
Trade and other payables |
|
|
|
|
Non-interest bearing |
- |
5,834 |
- |
379 |
|
|
|
|
|
Rent deposits |
|
|
|
|
Non-interest bearing |
- |
2,597 |
- |
- |
|
|
|
|
|
Amounts receivable from subsidiary undertakings has been shown gross of the provision as interest continues to be calculated on the full balance outstanding
The Group interest rate risk arises from long-term borrowings; the Group has interest rate swaps as disclosed in note 17. Further details concerning the derivative financial liabilities are provided in note 17.
The Group's cash flow is periodically monitored by the Group's management.
For the Group, an increase in 100 basis points in interest rates would result in a post-tax profit of £0.2 million (2009: £0.3 million). A decrease in 100 basis points in interest rates would result in a post tax loss for the period of £0.2 million (2009: £0.3 million).
For the Company, an increase in 100 basis points in interest rates would result in a post-tax profit of £0.1 million (2009: £0.1 million). A decrease in 100 basis points in interest rates would result in a post tax loss for the period of £0.1 million (2009:£0.1 million).
The sensitivity analyses above are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated - for example, change in interest rate and change in market values.
c) Fair value estimation
The following methods and assumptions were used to estimate fair values:
· Cash and short-term deposits, trade receivables, trade payables, and other current liabilities approximate their carrying amounts due to the short-term maturities of these instruments.
· The fair value of floating rate borrowings is estimated by discounting future cash flows using rates currently available for debt or similar terms and remaining maturities.
· The fair value of fixed rate borrowings is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the reporting date. The fair value approximates their carrying values gross of unamortised transaction costs.
· The fair value of the currency swap contracts is determined by reference to an applicable valuation model.
· The fair value of the derivative interest rate swap contracts are determined by reference to the bank's redemption notice of amounts due if the Company repaid its borrowings at the balance sheet date.
As a result the carrying values less impairment provision of loans and receivables and financial liabilities measured at amortised cost are approximate to their fair values.
The following table shows an analysis of the fair values of financial instruments recognised in the balance sheet by level of the fair value hierarchy: (see note 2, financial instruments (e)).
As at 31 December 2010 |
Level 1 |
Level 2 |
Level 3 |
Total |
£'000 |
£'000 |
£'000 |
£'000 |
|
Financial liabilities at fair value through profit or loss |
- |
(50,262) |
- |
(50,262) |
Total |
- |
(50,262) |
- |
(50,262) |
As at 31 December 2009 |
Level 1 |
Level 2 |
Level 3 |
Total |
£'000 |
£'000 |
£'000 |
£'000 |
|
Financial assets at fair value through profit or loss |
- |
84 |
- |
84 |
Financial liabilities at fair value through profit or loss |
- |
(55,708) |
- |
(55,708) |
Total |
- |
(55,624) |
- |
(55,624) |
Company
The Company did not have any financial assets and financial liabilities at fair value through profit or loss.
d) Growth in rental income and defaults
Income growth may not continue at a consistent rate. Future income is dependent on, amongst other things, the Group negotiating suitable rent levels when compared to associated financing costs. e) Capital risk management
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
Consistent with others in the industry, the Group monitors capital on the basis of the gearing ratio and takes action where appropriate. The key focus is the net leverage ratio which is shown below.
The net leverage ratios at 31 December 2010 and at 31 December 2009 were as follows:
|
Group 2010 €'000 |
Group 2009 €'000 |
Total borrowings |
243,442 |
243,743 |
Less: cash and cash equivalents |
(18,152) |
(18,253) |
Net debt |
225,290 |
225,490 |
|
|
|
Property valuation |
296,090 |
295,320 |
|
|
|
Net leverage ratio |
76.1% |
76.4% |
The Company has no borrowings; all borrowings are within the Group.
Directors and Trust information
Directors:
Dick Kingston (Chairman)
Christopher Bennett
David Jeffreys
Phillip Rose
Serena Tremlett
Registered office:
Isabelle Chambers
Route Isabelle
St Peter Port
Guernsey
Investment Manager:
Alpha Real Capital LLP
1b Portland Place
London W1B 1PN
Administrator and Secretary:
Morgan Sharpe
Administration Limited
Isabelle Chambers
Route Isabelle
St Peter Port
Guernsey GY1 3TX
Joint brokers:
Numis Securities Limited
10 Paternoster Square
London EC4M 7LT
Peel Hunt LLP
111 Old Broad Street
London EC2U 1PH
Independent valuers:
Knight Frank LLP
55 Baker Street
London W1V 8AN
Auditors:
BDO Limited
PO Box 180
Place du Pré
Rue du Pré
Ruette Braye
St Peter Port
Guernsey GY1 3LL
Tax advisors:
BDO LLP
55 Baker Street
London W1U 7EU
Deloitte & Touche LLP
Hill House
1 Little New Street
London EC4A 3TR
Legal advisors in Guernsey:
Carey Olsen
PO Box 98
Carey House
Les Banques
St Peter Port
Guernsey GY1 4BZ
Legal advisors in the UK:
Norton Rose
3 More London Riverside
London SE1 2AQ
Registrar:
Computershare Investor Services (Channel Islands) Limited
Ordnance House
31 Pier Road
St Helier
Jersey JE4 8PW
Shareholder information
Dividends
Ordinary dividends are paid quarterly. Shareholders who wish to have dividends paid directly into a bank account rather than by cheque to their registered address can complete a mandate form for this purpose. Mandates may be obtained from the Group's Registrar. Where dividends are paid directly to shareholders' bank accounts, dividend vouchers are sent directly to shareholders' registered addresses.
Share Price
The Trust's Ordinary Shares are listed on the London Stock Exchange.
Change of address
Communications with shareholders are mailed to the addresses held on the share register. In the event of a change of address or other amendment, please notify the Trust's Registrar under the signature of the registered holder.
Investment Manager
The Company is advised by Alpha Real Capital LLP which is authorised and regulated by the Financial Services Authority in the United Kingdom.
Financial Calendar
Financial reporting |
Reporting/Meeting dates |
Dividend period |
Ex-dividend date |
Record date |
Payment date |
Annual Results Announcement |
18 March 2011 |
Quarter ended 31 December 2010 |
30 March 2011 |
1 April 2011 |
26 April 2011 |
Annual Report Published |
31 March 2011 |
|
|
|
|
Annual General Meeting |
28 April 2011 |
|
|
|
|
First Interim Management Statement (Qtr 1) |
18 May 2011 |
Quarter ended 31 March 2011 |
25 May 2011 |
27 May 2011 |
20 June 2011 |
Half Yearly Report |
18 August 2011 |
Quarter ended 30 June 2011 |
14 September 2011 |
16 September 2011 |
10 October 2011 |
Second Interim Management Statement (Qtr 3) |
17 November 2011 |
Quarter ended 30 September 2011 |
7 December 2011 |
9 December 2011 |
9 January 2012 |