19 August 2016
ALPHA PYRENEES TRUST LIMITED
("ALPHA PYRENEES TRUST" OR THE "TRUST" OR THE "COMPANY")
ALPHA PYRENEES TRUST POSTS RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2016
Alpha Pyrenees Trust Limited, the property company invested primarily in commercial real estate in France, today posts its results for the period from 1 January to 30 June 2016.
Contact:
Serena Tremlett
Chairman, Alpha Pyrenees Trust Limited
01481 231100
Paul Cable
Fund Manager, Alpha Real Capital LLP
020 7391 4700
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.
About the Trust
Alpha Pyrenees Trust Limited ("the Trust", "the Company" or "the Group") invested in higher-yielding properties in France and Spain, focusing on commercial property in the office, industrial, logistics and retail sectors let to tenants with strong covenants. The Trust is pursuing an orderly realisation of its remaining property assets and has the support of its lender in this process.
Dividends
The Trust does not pay dividends.
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).
Website
Chairman's Statement
The Investment Manager has been focused on achieving asset sales to support the settlement of the bank borrowings which now mature on 31 October 2016. The Board notes the progress achieved on this front with the sale of a further three properties in France at prices totalling £18.9 million (€24.3 million) with the net proceeds being used to partially repay bank borrowings. The Investment Manager is focused on achieving an orderly realisation of the Trust's remaining six property assets, three of which are located in France and three in Spain, in a consensual manner in accordance with a formal agreement with Barclays Bank PLC ("Barclays"). To further this process the Investment Manager continues to undertake active asset management within the remaining portfolio with particular emphasis on the letting of vacant units to enhance property income and the marketability of the property.
Going concern
Given the current economic environment and the maturity of the Group's bank borrowings on 31 October 2016 the Board will continue to seek the support of its lender in an orderly realisation of its remaining properties with a view to winding up the Group in due course. The accounts are therefore not prepared on a going concern basis. There were no adjustments required to the numbers presented as a result of preparing the interim condensed financial statements on a basis other than going concern.
Results and dividend
Results for the period show a consolidated loss for the six months of £7.2 million (loss of 6.1 pence per share). Losses comprise operating losses incurred on the remaining six properties, losses on their revaluation, losses on the disposal of investment properties and finance charges.
The Trust does not pay dividends.
Revaluation and Net Asset Value
Investment properties held for sale are included in the consolidated balance sheet at a valuation of £21.9 million (€26.4 million) as assessed by the independent valuers. As at 30 June 2016, the net asset value per ordinary share is negative 41.1p primarily reflecting the loss in the period and adverse foreign exchange effects.
Finance Commentary
It was announced on 15 April 2016 that the Trust's loan facilities with Barclays had been extended and the maturity date of all its borrowings is 31 October 2016.
Following net repayments in the period of £29.2 million (€35.2 million), as at 30 June 2016 the Trust had principal borrowings of £73.9 million (€89.1 million) under its facilities with Barclays.
The current interest rates will continue to apply to the facilities during the extension period and the 2% extension fees (per annum pro-rated), charged on all borrowings from 10 February 2015, are deferred to the new maturity date and will be payable to the extent that the Trust has sufficient cash funds at that time. No additional fee was charged on the latest extension.
There is a cash-pooling arrangement over the Trust's cash flows from the remaining property portfolio to provide further security against the loan but still providing the Trust with working capital for its operations.
Formal marketing of the Trust's remaining properties is ongoing and the results of the marketing process to date indicate that, although there is no certainty that any transactions will take place, if they do, the prices achieved may be lower than the valuation at 30 June 2016. The Trust will provide further updates on progress in due course.
As the Board has previously stated, the sales process will not result in any return to ordinary shareholders after repayment of the Trust's bank borrowings, to the extent that this is possible, has taken place.
Serena Tremlett
Chairman
18 August 2016
Property review
Portfolio overview
The Trust owns three properties in France (St Cyr L'Ecole, Champs-sur-Marne and Ivry-sur-Seine) and three properties in Spain (Alcalá de Guadaíra, Écija and Zaragoza) totalling approximately 33,680 square metres (approximately 362,500 square feet) of commercial real estate. While the properties are generally well located and offer good value accommodation to occupiers, the properties suffer from weak tenant demand at the present time coupled with a high level of vacancy.
The valuation of the six property portfolio as at 30 June 2016 was approximately £21.9 million (€26.4 million).
Property Sales
On 3 February 2016 the Trust sold its properties located at Athis Mons, Aubergenville and Aubervilliers in France totalling approximately 59,730 square metres for £18.9 million (€24.3 million).
These sales form part of the orderly realisation process supported by the Trust's lender, Barclays, and the net proceeds from these sales have been used in the reduction of the Trust's bank borrowings.
The remaining properties held by the Trust are being actively marketed and the Trust will provide further updates on the results of the marketing process in due course.
Paul Cable
For and on behalf of the Investment Manager
18 August 2016
Principal risks and uncertainties
The principal risks and uncertainties facing the Group can be outlined as follows:
· The Group's existing borrowing facilities with Barclays Bank PLC terminate on 31 October 2016. In order to enable repayment of the bank borrowings, to the extent possible, the Group has agreed with its lender to pursue an orderly realisation of its investment properties, which are being actively marketed. The Board is of the view that there will not be any value to return to ordinary shareholders after repayment of bank borrowings.
· Rental income and the fair value of investment properties are affected, together with other factors, by general economic conditions and/or by the political and economic climate of the jurisdictions in which the Group's investment properties are located.
· Although the Trust has a substantial natural hedge through the fact that its borrowings are denominated in the same currency as the majority of its assets, the net assets of the Group are exposed to movements in the euro exchange rate.
The Board believes that the above principal risks and uncertainties would be equally applicable to the remaining six month period of the current financial year.
Statement of Directors' Responsibilities
The Directors confirm that to the best of their knowledge:
· the condensed financial statements have been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union; and
· the half year report meets the requirements of an interim management report, and includes a fair review of the information required by:
a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six month period of the financial year; and their impact on the interim condensed financial statements; and a description of the principal risks and uncertainties of the remaining six months of the year; and
b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six month period of the current financial year and that have materially affected the financial position or performance of the Company during the period.
The Directors of Alpha Pyrenees Trust Limited are listed below.
At the June 2016 Board meeting, the Board has considered its composition in terms of size and cost to manage the completion of the sales process described above. As a result of this, David Rowlinson, Phillip Rose and Dick Kingston have resigned from the Board, effective 3 June 2016. David Jeffreys and Serena Tremlett, who have been with the Company since inception, will continue as Directors and the Board will take responsibility going forward for matters previously dealt with by its sub-committees.
By order of the Board
Serena Tremlett
Chairman
18 August 2016
Independent review report
To Alpha Pyrenees Trust Limited
Introduction
We have been engaged by the Company to review the condensed set of financial statements in the half year report for the six months ended 30 June 2016 which comprises the condensed consolidated statement of comprehensive income, condensed consolidated balance sheet, condensed consolidated cash flow statement, condensed consolidated statement of changes in equity and the related notes 1 to 10. We have read the other information contained in the half year financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
Directors' responsibilities
The half year financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the half year financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.
As disclosed in note 2, the annual financial statements of the Group are prepared in accordance with International Financial Reporting Standards as adopted by the European Union. The condensed set of financial statements included in this half year financial report has been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting' as adopted by the European Union.
Our responsibility
Our responsibility is to express to the Company a conclusion on the condensed consolidated set of financial statements in the half year report based on our review.
Our report has been prepared in accordance with the terms of our engagement to assist the Company in meeting its responsibilities in respect of half-yearly financial reporting in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority and for no other purpose. No person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of our terms of engagement or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Information Performed by the Independent Auditor of the Entity' issued by the Financial Reporting Council for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half year financial report for the six months to 30 June 2016 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.
Emphasis of matter - going concern
In forming our conclusion on the half year financial report, which is not modified, we have considered the adequacy of the disclosures made in note 2 and 7 to the condensed set of financial statements which explain that the condensed set of financial statements has not been prepared on a going concern basis. It is the intention of the Board to effect an orderly disposal of the Group's investment properties, seeking the continued support of its lender whilst doing so, with a view to winding up the Group in due course. Accordingly the directors have prepared the condensed financial statements on the basis that the Group is no longer a going concern.
BDO Limited
Chartered Accountants
Place du Pré
Rue du Pré
St Peter Port
Guernsey
18 August 2016
Condensed consolidated statement of comprehensive income
|
For the six months ended 30 June 2016 (unaudited) |
For the six months ended 30 June 2015 (unaudited) |
|||||
|
|
Revenue £'000 |
Capital £'000 |
Total £'000 |
Revenue |
Capital |
Total |
|
|
|
|
|
|
|
|
Income |
|
|
|
|
|
|
|
Revenue |
3 |
583 |
- |
583 |
8,426 |
- |
8,426 |
Property operating expenses |
|
(688) |
- |
(688) |
(2,944) |
- |
(2,944) |
Net rental (expense)/income |
|
(105) |
- |
(105) |
5,482 |
- |
5,482 |
|
|
|
|
|
|
|
|
Losses on disposal of investment properties |
5 |
- |
(1,356) |
(1,356) |
- |
(21) |
(21) |
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
Losses on revaluation of investment properties |
5 |
- |
(1,985) |
(1,985) |
- |
(1,002) |
(1,002) |
Investment Manager's fee |
|
(426) |
- |
(426) |
(771) |
(331) |
(1,102) |
Other administration costs |
|
(487) |
- |
(487) |
(597) |
- |
(597) |
|
|
|
|
|
|
|
|
Operating (loss)/profit |
|
(1,018) |
(3,341) |
(4,359) |
4,114 |
(1,354) |
2,760 |
|
|
|
|
|
|
|
|
Finance income |
|
- |
- |
- |
2 |
888 |
890 |
Finance costs |
|
(2,761) |
(58) |
(2,819) |
(6,326) |
(157) |
(6,483) |
|
|
|
|
|
|
|
|
Loss before taxation |
|
(3,779) |
(3,399) |
(7,178) |
(2,210) |
(623) |
(2,833) |
|
|
|
|
|
|
|
|
Taxation |
|
- |
- |
- |
- |
(11) |
(11) |
|
|
|
|
|
|
|
|
Loss for the period |
|
(3,779) |
(3,399) |
(7,178) |
(2,210) |
(634) |
(2,844) |
|
|
|
|
|
|
|
|
Other comprehensive income/(loss) |
|
|
|
|
|
|
|
Items that may be reclassified to profit or loss in subsequent periods: |
|
|
|
|
|
|
|
Foreign exchange losses on translation of foreign operations (translation reserve) |
|
- |
(4,831) |
(4,831) |
- |
(53) |
(53) |
Other comprehensive loss for the period |
|
- |
(4,831) |
(4,831) |
- |
(53) |
(53) |
|
|
|
|
|
|
|
|
Total comprehensive loss for the period |
|
(3,779) |
(8,230) |
(12,009) |
(2,210) |
(687) |
(2,897) |
|
|
|
|
|
|
|
|
Loss per share - basic & diluted |
4 |
|
|
(6.1)p |
|
|
(2.4)p |
All items in the above statement derive from continuing operations.
The accompanying notes are an integral part of the financial statements.
Condensed consolidated balance sheet
|
Notes |
30 June 2016 (unaudited) £'000 |
31 December 2015 (audited) £'000 |
|
|
|
|
Current assets |
|
|
|
Investment properties held for sale |
5 |
21,924 |
39,283 |
Trade and other receivables |
|
1,229 |
6,940 |
Restricted cash |
6 |
5,028 |
10,054 |
Cash and cash equivalents |
|
403 |
1,309 |
|
|
28,584 |
57,586 |
|
|
|
|
Current liabilities |
|
|
|
Trade and other payables |
|
(1,486) |
(1,955) |
Bank borrowings |
7 |
(75,241) |
(91,311) |
Liabilities directly associated with investment properties held for sale |
|
(240) |
(694) |
|
|
(76,967) |
(93,960) |
|
|
|
|
Net liabilities |
|
(48,383) |
(36,374) |
|
|
|
|
Equity |
|
|
|
Share capital |
8 |
- |
- |
Special reserve |
|
113,131 |
113,131 |
Translation reserve |
|
19,403 |
24,234 |
Capital reserve |
|
(169,572) |
(166,173) |
Revenue reserve |
|
(11,345) |
(7,566) |
|
|
|
|
Total equity |
|
(48,383) |
(36,374) |
|
|
|
|
Net asset value per share |
|
(41.1)p |
(30.9)p |
The interim condensed consolidated financial statements were approved by the Board of Directors and authorised for issue on 18 August 2016.
David Jeffreys Serena Tremlett
Director Director
The accompanying notes are an integral part of the financial statements.
Condensed consolidated cash flow statement
|
For the six months ended 30 June 2016 (unaudited) £'000 |
For the six months ended 30 June 2015 (unaudited) £'000 |
|
|
|
Operating activities |
|
|
Loss for the period |
(7,178) |
(2,844) |
|
|
|
Adjustments for : |
|
|
Losses on disposal of investment properties |
1,356 |
21 |
Losses on revaluation of investment properties |
1,985 |
1,002 |
Deferred taxation |
- |
11 |
Finance income |
- |
(890) |
Finance costs |
2,819 |
6,483 |
|
|
|
Operating cash flows before movements in working capital |
(1,018) |
3,783 |
|
|
|
Movements in working capital: |
|
|
Movement in trade and other receivables |
429 |
2,118 |
Movement in trade and other payables |
(1,177) |
(1,871) |
|
|
|
Cash flows (used in)/from operations |
(1,766) |
4,030 |
|
|
|
Interest received |
- |
2 |
|
|
|
Cash flows (used in)/from operating activities |
(1,766) |
4,032 |
|
|
|
Investing activities |
|
|
Proceeds from disposal of investment properties |
23,902 |
123 |
Capital expenditure |
- |
(168) |
Restricted cash movement |
5,903 |
1,213 |
|
|
|
Cash flows from investing activities |
29,805 |
1,168 |
|
|
|
Financing activities |
|
|
Repayment of borrowings |
(27,406) |
- |
Bank loan interest paid and costs |
(1,189) |
(5,354) |
|
|
|
Cash flows used in financing activities |
(28,595) |
(5,354) |
|
|
|
Decrease in cash and cash equivalents |
(556) |
(154) |
|
|
|
Cash and cash equivalents at beginning of period |
1,309 |
4,659 |
|
|
|
Exchange translation movement |
(350) |
(1,174) |
|
|
|
Cash and cash equivalents at end of period |
403 |
3,331 |
The accompanying notes are an integral part of the financial statements.
Condensed consolidated statement of changes in equity
For the six months ended 30 June 2015 (unaudited) |
Share capital £'000 |
Special £'000 |
Translation reserve £'000 |
Capital reserve £'000 |
Revenue reserve £'000 |
Total reserves £'000 |
|
|
|
|
|
|
|
At 1 January 2015 |
- |
113,131 |
22,272 |
(129,871) |
(2,577) |
2,955 |
|
|
|
|
|
|
|
Total comprehensive income/(loss) for the period |
|
|
|
|
|
|
Loss for the period |
- |
- |
- |
(634) |
(2,210) |
(2,844) |
Other comprehensive loss |
- |
- |
(53) |
- |
- |
(53) |
Total comprehensive loss for the period |
- |
- |
(53) |
(634) |
(2,210) |
(2,897) |
|
|
|
|
|
|
|
At 30 June 2015 |
- |
113,131 |
22,219 |
(130,505) |
(4,787) |
58 |
For the six months ended 30 June 2016 (unaudited) |
Share capital £'000 |
Special £'000 |
Translation reserve £'000 |
Capital reserve £'000 |
Revenue reserve £'000 |
Total reserves £'000 |
|
|
|
|
|
|
|
At 1 January 2016 |
- |
113,131 |
24,234 |
(166,173) |
(7,566) |
(36,374) |
|
|
|
|
|
|
|
Total comprehensive income/(loss) for the period |
|
|
|
|
|
|
Loss for the period |
- |
- |
- |
(3,399) |
(3,779) |
(7,178) |
Other comprehensive loss |
- |
- |
(4,831) |
- |
- |
(4,831) |
Total comprehensive loss for the period |
- |
- |
(4,831) |
(3,399) |
(3,779) |
(12,009) |
|
|
|
|
|
|
|
At 30 June 2016 |
- |
113,131 |
19,403 |
(169,572) |
(11,345) |
(48,383) |
The accompanying notes are an integral part of the financial statements.
Notes to the condensed financial statements
1. General information
The Company is a limited liability, closed-ended investment company incorporated in Guernsey, which has been declared under the relevant legislation to be an Authorised Closed-Ended Collective Investment Scheme. The Group comprises the Company and its subsidiaries. The Group invests in commercial property in France and Spain. The Company's functional currency is Sterling and the subsidiaries' functional currency is Euros. The presentation currency of the Group is Sterling. The period-end exchange rate used is £1:€1.206 (December 2015: £1:€1.357) and the average rate for the period used is £1:€1.284 (June 2015: £1:€1.364).
2. Significant accounting policies
The unaudited condensed consolidated financial statements included in the half year report for the six months ended 30 June 2016, have been prepared in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority and International Accounting Standard (IAS) 34, 'Interim Financial Reporting' as adopted by the European Union. The condensed financial statements should be read in conjunction with the Group's annual report and financial statements for the year ended 31 December 2015, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and are available on the Company's website (www.alphapyreneestrust.com).
The accounting policies adopted and methods of computation followed in these condensed financial statements are consistent with those applied in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2015.
The rent deposits at 31 December 2015 have been re-categorised to liabilities directly associated with investment properties held for sale in these interim condensed consolidated financial statements. Liabilities directly associated with investment properties held for sale represent amounts that will be transferred on the sale of the properties.
The Directors considered all relevant new standards, amendments and interpretations to existing standards effective for accounting periods beginning on 1 January 2016 and determined that they will have no impact on the annual consolidated financial statements of the Group or the interim condensed financial statements of the Group.
The preparation of the interim condensed financial statements requires Directors to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the date of the interim condensed financial statements. If in the future such estimates and assumptions, which are based on the Directors' best judgement at the date of the interim condensed financial statements, deviate from actual circumstances, the original estimates and assumptions will be modified as appropriate in the period in which the circumstances change.
Going concern
Given the current economic environment and the maturity of the Group's bank borrowings on 31 October 2016 the Board will continue to seek the support of its lender in an orderly realisation of its remaining six investment properties with a view to winding up the Group in due course. The accounts are therefore not prepared on a going concern basis. There were no adjustments required to the numbers presented as a result of preparing the interim condensed financial statements on a basis other than going concern.
3. Revenue
|
1 January 2016 to 30 June 2016 £'000 |
1 January 2015 to 30 June 2015 £'000 |
Rental income |
261 |
6,510 |
Service charge income |
322 |
1,916 |
Total |
583 |
8,426 |
4. Earnings per share
The calculation of the basic and diluted earnings per share is based on the following data:
|
1 January 2016 to 30 June 2016 |
1 January 2015 to 30 June 2015 |
Losses after tax per statement of comprehensive income (£'000) |
(7,178) |
(2,844) |
Basic and diluted losses per share |
(6.1)p |
(2.4)p |
|
|
|
Weighted average number of ordinary shares (000's) |
117,627 |
117,627 |
5. Investment properties held for sale
|
30 June 2016 £'000 |
31 December 2015 £'000 |
Fair value of investment properties held for sale at 1 January |
39,283 |
122,637 |
Subsequent capital expenditure after acquisition |
- |
10 |
Disposals |
(18,681) |
(109,476) |
Movement in rent incentives |
(259) |
(4,425) |
Fair value adjustment in the period/year |
(1,985) |
72 |
Effect of foreign exchange |
3,566 |
(8,818) |
Transfer from investment properties |
- |
39,283 |
Fair value of investment properties held for sale at 30 June/31 December |
21,924 |
39,283 |
The fair value of the Group's investment properties held for sale at 31 December 2015 had been arrived at on the basis of valuations carried out at that date by Knight Frank LLP, independent valuers not connected to the Group, with the exception of the three properties sold in France before signing the annual financial statements (Aubervilliers for £11.5 million (€14.8 million), Aubergenville for £3.8 million (€4.9 million) and Athis Mons for £3.6 million (€4.6 million)), which had been valued by the Directors at their selling price.
The sales of these properties completed during the period ended 30 June 2016 and losses of £1.4 million were realised.
The fair value of the Group's remaining six investment properties held for sale at 30 June 2016 has been arrived at on the basis of valuations carried out at that date by Knight Frank LLP. The portfolio has been valued on a fair value basis as defined by the Royal Institution of Chartered Surveyors ("RICS") Appraisal and Valuations Standards. The approved RICS definition of fair value is "the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date".
No provision is made for potential disposal costs as these will be contingent upon ultimate realisation values and specific arrangements that may be agreed.
Formal marketing of the Trust's remaining properties is ongoing and the results of the marketing process to date indicate that, although there is no certainty that any transactions will take place, if they do, the prices achieved may be lower than the valuation at 30 June 2016. The Trust will provide further updates on progress in due course.
6. Restricted cash
The cash balance held on the cash pooling account is subject to certain restrictions; accordingly this balance has not been classified as cash and cash equivalents.
In November 2013, the Group entered into a cash pooling arrangement with Barclays Bank PLC over the Group's cash-flows from the whole property portfolio in order to provide further security to Barclays Bank PLC but which provides the Group and the Company with working capital for their operations. The resulting cash pooling account is controlled by Barclays Bank PLC and a cash release mechanism is in place whereby cash is released by Barclays Bank PLC following review of the Group's working capital requirements.
7. Bank borrowings
|
30 June 2016 £'000 |
31 December 2015 £'000 |
Bank borrowing |
73,862 |
90,398 |
Deferred finance costs |
(60) |
(103) |
Interest payable |
1,439 |
1,016 |
Total current liabilities |
75,241 |
91,311 |
In February 2016, the Group sold three properties in France at prices totalling £18.9 million (€24.3 million) with the net proceeds from these sales enabling the repayment of bank borrowings totalling £18.1 million (€23.3 million).
During the period a further £9.3 million (€11.9 million) of debt repayment was made.
The repayment date of all borrowings, originally due on 10 February 2015, was extended three times during the year 2015 (to 11 May 2015, to 15 October 2015 and to 15 April 2016) and then reset to 31 October 2016, following agreement with Barclays Bank PLC.
The current interest rates will continue to apply to the facilities during the extension period.
Extension fees of 2% (per annum pro-rated) are charged on all borrowings from 10 February 2015: these are deferred to the new maturity date and will be payable to the extent that the Group has sufficient cash funds at that time. No additional fee was charged on the latest extension to 31 October 2016. As at 30 June 2016, the Board consider it probable, based on cash flow forecasts, that there will be insufficient cash funds to settle this amount and hence this represents a contingent liability of €6.3 million (£5.2 million), which has not been recognised in these financial statements.
8. Share capital
The authorised share capital is unlimited. The Company has one class of shares which carry no right to fixed income. All ordinary shares have a nil par value. The number of shares in issue is 117.6 million (December 2015: 117.6 million).
There have been no share cancellations during the period.
9. 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.
Following the disposal of the majority of the property portfolio, the Board has agreed, in line with the consensual sales programme established with Barclays Bank PLC, a monthly fee reflecting the need for the Investment Manager to maintain adequate resources to complete the disposal of the remaining properties and winding up of the Group. This fee is separately disclosed on the face of the statement of comprehensive income. The consensual sales programme requires 30% of fees earned by the Investment Manager to be deferred and only released when sales milestones have been achieved. The outstanding balance for Investment Manager's fees as at 30 June 2016 is £473,000 (31 December 2015: £640,000).
The Directors of the Company received total fees as follows:
|
Six months ended 30 June 2016 £ |
Six months ended 30 June 2015 £ |
Dick Kingston |
15,000 |
15,000 |
David Jeffreys |
11,500 |
11,500 |
Phillip Rose |
10,000 |
10,000 |
David Rowlinson* |
10,000 |
10,000 |
Serena Tremlett |
10,000 |
10,000 |
Total |
56,500 |
56,500 |
David Rowlinson, Phillip Rose and Dick Kingston have resigned from the Board, effective 3 June 2016.
The Directors' interests in the shares of the Company are detailed below:
|
30 June 2016 shares held |
30 June 2015 shares held |
Dick Kingston |
710,616 |
710,616 |
David Jeffreys |
250,000 |
250,000 |
Phillip Rose |
1,290,079 |
1,290,079 |
David Rowlinson* |
- |
- |
Serena Tremlett |
121,472 |
121,472 |
* David Rowlinson is a director of Antler Investment Holdings Limited ("Antler") and the managing director of Liberation Management Limited, which is a trustee of the Rockmount Purpose Trust that indirectly is a partner of Alpha Real Capital LLP. As such he was considered to be in a position in which he was able to exercise significant influence over the Investment Manager.
The following, being partners of the Investment Manager held the following shares in the Company:
|
30 June 2016 shares held |
31 December 2015 shares held |
Rockmount Ventures Limited and ARRCO Limited** |
21,437,393 |
21,437,393 |
Phillip Rose*** |
1,290,079 |
1,290,079 |
Bradley Bauman |
544,809 |
544,809 |
Brian Frith |
229,078 |
229,078 |
Karl Devon-Lowe |
108,650 |
108,650 |
** Rockmount Ventures Limited is the parent company of ARRCO Limited. The interest attributed to the two corporate partners represents 21,437,393 shares held by a related party, Antler. As such these companies are considered to be in a position in which they are able to exercise significant influence over the Investment Manager.
***Phillip Rose is the CEO and a partner of the Investment Manager.
Alpha Real Capital LLP, the Investment Manager of the Company, holds 9,390,800 (31 December 2015: 9,390,800) shares in Alpha Pyrenees Trust Limited.
Paul Cable, being the Investment Manager's Fund Manager responsible for the Trust's investments, holds 84,918 (31 December 2015: 84,918) 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 period the Company paid Morgan Sharpe Administration Limited fees of £40,500 (31 December 2015: £81,000).
10. Events after the balance sheet date
There were no significant events after the balance sheet date.
Directors and Trust information
Directors Serena Tremlett (Chairman)
|
Administrator and secretary Morgan Sharpe Administration Limited Old Bank Chambers La Grande Rue St Martin's Guernsey GY4 6RT |
Legal advisors in Guernsey Carey Olsen Carey House |
Registered office Old Bank Chambers La Grande Rue St Martin's Guernsey GY4 6RT |
Independent valuers Knight Frank LLP |
Legal advisors in the UK Norton Rose 3 More London Riverside London SE1 2AQ |
Investment Manager Alpha Real Capital LLP London NW1 3BG
|
Independent auditor BDO Limited |
Registrar Computershare Investor Services (Jersey) Limited Queensway House |
|
Tax advisors BDO LLP Deloitte LLP |
|
Shareholder information
Share price
The Company'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 Company's Registrar under the signature of the registered holder.
Investment Manager
The Company is advised by Alpha Real Capital LLP which is authorised and regulated by the Financial Conduct Authority in the United Kingdom.
Financial Calendar
Financial reporting |
Reporting/Meeting dates |
Half year report |
19 August 2016 |
Trading update statement (Q3) |
11 November 2016 |
Annual report and accounts announcement |
10 March 2017 |
Annual report published |
31 March 2017 |
Annual General Meeting |
28 April 2017 |