Final Results
UK Commercial Property Trust Ltd
02 April 2008
Final Results Announcement from 24 August 2006 (date of incorporation) to 31
December 2007
Financial Highlights and Performance Summary
• Annual dividend yield of 7.55 per cent based on the period end share price.
• Total dividend paid to date per Ordinary Share of 6.70p for the period to
31 December 2007.
• The average unexpired lease term of the property portfolio is ten years and
eight months.
• Voids are at 2.99 per cent.
• Currently no borrowing/gearing to date.
• Property portfolio ranked in top quartile for covenant strength in the
independent IPD Rental Information Service.
Chairman's Statement for the period from 24 August 2006 to 30 June 2007
I am pleased to present the first annual report of the Company for the period
from 24 August 2006 (date of incorporation) to 31 December 2007.
Property Market
This extended initial accounting period has seen radically contrasting fortunes
for the UK Commercial Property sector. The initial period was characterised by a
continuation of the optimism that had been seen in recent years. The 'tipping
point' seems to have come during the second half of 2007 when the general market
worries over inflation and increasing interest rates began to erode investor
confidence. The US sub-prime problems which made headlines in July and August
2007 and the subsequent credit crunch fallout impacted investor confidence and
translated to falls in value across all investment sectors. The FTSE All Share
index fell 13% from its 2007 high in June and the IPD capital index was down
almost 12% over the same period to 31 December 2007. The falls afflicting the
commercial property sector and open end property funds in particular appeared to
disregard the positive rental income and dividend aspects and the price
performance of the latter failed to differentiate between funds with highly
geared and riskier profiles and those with no gearing.
Corporate Activity
The Company commenced activities on 22 September 2006 with a successful share
issue of 530 million Ordinary Shares of 25 pence each at an issue price of £1.00
per Ordinary Share which allowed the Company to acquire an initial property
portfolio of 20 properties. This initial portfolio had an aggregate market value
of £497.8 million at the time of acquisition.
On the 1 March 2007 the Company had a further share issue of 350 million
Ordinary Shares of 25 pence each. These shares were issued at a price of £1.03
per Ordinary Share. As a result of this share issue a further 10 properties were
acquired which had an aggregate market value of £350.4 million at that time.
This allowed further diversification of the portfolio by adding more central
London offices and industrial assets, which had a positive impact on the income
of the Company. In October 2007 the Company announced that it would be convening
an EGM to consider a Continuation Resolution in accordance with the terms of the
launch prospectus due to the shares trading at a discount of greater than 5 per
cent for 90 continuous days. At the meeting in December the Continuation vote
was approved with 99.76 per cent of shareholders voting in favour.
Share Buy Backs
Consistent with sentiment in the general UK commercial property market and the
sector's closed end funds, the share price of the Company suffered in the second
half of 2007. In line with the Prospectus which states it was the intention of
the Directors to buy back shares, (subject to the income and cash flow
requirements of the Company), if the market price of a share was more than five
per cent below the published net asset value per share for a continuous period
of 20 dealing days or more, the
Company announced on 28 August 2007 that the Directors intended to start buying
back shares. At 31 December 2007 the cumulative number of shares bought back was
12,873,713 at a total cost of £10.25 million. These shares are being held as
treasury shares. The result of this buy back programme was to increase the net
asset value per share by approximately 0.3 pence per share. No further shares
have been bought back since the period end. Your Board will continue to use
share buy backs in future where it believes that it will enhance shareholder
value while giving careful consideration to the Company's cashflows and
development and asset management opportunities as they arise and will carefully
monitor the effectiveness of the programme.
Chairman's Statement (Continued)
As at 31 December 2007 Resolution plc and its subsidiaries held 75.97 per cent
of the issued shares. The UK Listing Authority has agreed that the amount of the
Company's shares held in public hands must be a minimum of 20 per cent of the
issued share capital. However it should be stressed that this minimum should not
be taken as an indication of any specific target level for share buy backs.
NAV/Share Price Performance
The unaudited Net Asset Value per Ordinary Share (calculated under International
Financial Standards and adjusted for the provision of dividend declarations) for
the period to 31 December 2007 was as follows:
+------------------------+----------+-------------+----------------+
|Date | NAV (p)| Share Price| Premium/|
| | | (p)| (Discount) %|
+------------------------+----------+-------------+----------------+
|22 September 2006 | 97.17| 100.00| 2.91|
|(launch) | | | |
+------------------------+----------+-------------+----------------+
|31 December 2006 | 100.11| 105.50| 5.38|
+------------------------+----------+-------------+----------------+
|30 March 2007 | 100.90| 102.00| 1.09|
+------------------------+----------+-------------+----------------+
|29 June 2007 | 102.10| 86.50| (15.27)|
+------------------------+----------+-------------+----------------+
|30 September 2007 | 98.63| 84.00| (14.83)|
+------------------------+----------+-------------+----------------+
|31 December 2007 | 90.79| 69.50| (23.45)|
+------------------------+----------+-------------+----------------+
The share price performance over the period has been disappointing and reflects
the falls across the sector more than the correction in capital values that
impacted the NAV per share of the Company. The fall of 6.6 per cent in the NAV
over the period against the fall in share price of 30 per cent highlights the
disconnection between individual company valuations and market wide price
revisions that occurred in Q4 2007.
Borrowing
As at 31 December 2007 the Company had no borrowing in place. The Company is in
discussions with a number of lenders with a view to having borrowing facilities
in place up to the maximum limit of 10 per cent of the Group's net assets as
stated in the Prospectus issued in September 2006. Should the Board
take the view that a level of gearing beyond 10 per cent is appropriate,
shareholders would, of course, be consulted. It is the Board and Manager's
intention to monitor opportunities in the market carefully for investment
opportunities and to continue with the use of share buy backs through the
utilisation of existing cash resources and any appropriate debt facility to
enhance returns to shareholders.
Dividends
The Company has declared and paid the following dividends in respect of the
financial period:
+----------------+----------------+----------------+----------------+
| |Ex Dividend Date| Pay Date | Dividend Rate |
| | | | (p) |
+----------------+----------------+----------------+----------------+
|1st Interim | 21 Feb 2007 | 9 Mar 2007 | 1.4500 |
+----------------+----------------+----------------+----------------+
|2nd Interim | 21 Feb 2007 | 31 May 2007 | 0.8604 |
+----------------+----------------+----------------+----------------+
|3rd Interim | 9 May 2007 | 31 May 2007 | 0.4521 |
+----------------+----------------+----------------+----------------+
|4th Interim | 15 Aug 2007 | 31 Aug 2007 | 1.3125 |
+----------------+----------------+----------------+----------------+
|5th Interim | 14 Nov 2007 | 30 Nov 2007 | 1.3125 |
+----------------+----------------+----------------+----------------+
|6th Interim | 15 Feb 2008 | 29 Feb 2008 | 1.3125 |
+----------------+----------------+----------------+----------------+
| | | | 6.7000 |
+----------------+----------------+----------------+----------------+
On 6 February 2008 the Company declared a 6th Interim Dividend of 1.3125p per
Ordinary Share with an ex-dividend date of 15 February 2008, payable on 29
February 2008. It is pleasing to report that the Company was able to deliver
dividends over the period in accordance with the aim stated in the prospectus
published in September 2006. It is the Board's intention to look to maintain
this level of dividend.
Chairman's Statement (Continued)
Outlook
As is now clear, the UK commercial property market turned sharply negative in
the later part of the summer of 2007 with reported prices now being achieved
some 10 to 15 per cent below summer 2007 valuations. There is however anecdotal
evidence that the market is finding a new equilibrium level at which purchasers
are willing to re-enter the market. Consequently, transaction activity levels
are beginning to pick up, albeit from a base level lower than 12 months ago.
Your Board believes that those companies that have the flexibility through low
or nil gearing, with positive cash balances and the attendant potential to gear
up, will be best placed to take advantage of any opportunities that present
themselves over the coming months.
Annual General Meeting
The Company's first Annual General Meeting was held on 14 March 2008. At that
Annual General Meeting, all your Directors offered themselves for re-election
and were re-elected by shareholders. In addition, shareholders voted to renew
the Company's share buy back authority and to approve the change to the
Company's investment policy to permit the Company and its subsidiaries to invest
up to 15 per cent of the Group's total assets in indirect property funds,
including other listed investment companies. Full details of these resolutions
were set out in the circular to shareholders dated 22 February 2008 convening
the AGM.
Shareholders also approved at the AGM a resolution to adjourn the AGM to allow
shareholders to consider and, if thought appropriate, vote to receive these
annual reports and accounts at the date of the reconvened meeting. The notice at
the end of these annual reports and accounts gives notice reconvening the AGM
for 16 May 2008 to consider one resolution to receive the reports and accounts
for the financial period to 31 December 2007. As explained in the circular
convening the original AGM, it is not uncommon for a Company, incorporated in
Guernsey, in its first financial period to be required by law to hold its first
AGM prior to the publication of the first period end reports and accounts and to
convene a subsequent meeting to consider the accounts. In respect of subsequent
years, it is expected that the Company's annual reports and accounts will be
dispatched with the notice convening its AGM.
Consolidated Income Statement
For the period 24 August 2006 to 31 December 2007
Notes £'000
Revenue
Rental income 50,898
Losses on investment properties 8 (70,351)
Interest revenue receivable 2,358
Total income (17,095)
Expenditure
Investment management fee 2 (7,240)
Other expenses 3 (3,664)
Total Expenditure (10,904)
Net operating loss before finance costs (27,999)
Net finance costs
Finance costs 4 (107)
Net loss from ordinary activities before (28,106)
taxation
Taxation on loss on ordinary activities 5 -
Net loss for the period (28,106)
(Earnings) per share 7 (28,106)
The accompanying notes are an integral part of this statement.
Consolidated Balance Sheet
As at 31 December 2007
Notes £'000
Non-current assets
Investment properties 8 773,095
773,095
Current assets
Trade and other receivables 10 6,465
Cash and cash equivalents 33,593
40,058
Total assets 813,153
Current Liabilities
Trade and other payables 11 (14,401)
Total liabilities (14,401)
Net assets 798,752
Represented by:
Share capital 12 220,000
Share premium 12 267,952
Treasury Shares 12 (10,249)
Special distributable reserve 388,306
Capital reserve (70,351)
Revenue reserve 3,084
Equity Shareholders' funds 798,742
Minority interest 10
798,752
Net asset value per share 13 92.1p
The accompanying notes are an integral part of this statement.
Consolidated Statement of Changes in Equity
For the period 24 August 2006 to 31 December 2007
Share Special
Share Premium Treasury Distributable Capital Revenue Minority
Capital Account Shares Reserve Reserve Reserve Interest Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Issue of 220,000 670,500 - - - - - 890,500
Ordinary
Shares
Issue Costs - (12,733) - (1,509) - - - (14,242)
Conversion of - (389,815) - 389,815 - - - -
Share Premium
Account
Shares bought - - (10,249) - - - - (10,249)
back and held
in Treasury
Minority - - - - - - 10 10
Interest
Net loss for - - - - - (28,106) - (28,106)
the period
Dividends - - - - - (39,161) - (39,161)
paid
Transfer in - - - - (70,351) 70,351 - -
respect of
losses on
investment
properties
At 31 220,000 267,952 (10,249) 388,306 (70,351) 3,084 10 798,752
December 2007
The accompanying notes are an integral part of this statement.
Consolidated Cash Flow Statement
For the period 24 August 2006 to 31 December 2007
£'000
Cash flows from operating activities
Net operating loss for the period before finance (27,999)
costs
Adjustments for:
Losses on investment properties 70,351
(Increase) in operating trade and other (6,465)
receivables
Increase in operating trade and other payables 14,401
50,288
Loan interest paid (107)
Net cash inflow from operating activities 50,181
Cash flows from investing
Purchase of investment properties (859,657)
Sale of investment properties 17,124
Capital expenditure (913)
(843,446)
Net cash outflow from investing activities
Proceeds from issue of Ordinary Shares 890,500
Issue costs of ordinary share capital (14,242)
Share buyback (10,249)
Minority interest 10
Dividends paid (39,161)
Net cash inflow from financing activities 826,858
Closing cash and cash equivalents 33,593
The accompanying notes are an integral part of this statement.
Notes to the Accounts
1. Accounting Policies
A summary of the principal accounting policies, all of which have been applied
consistently throughout the period, is set out below.
(a) Basis of Accounting
The consolidated accounts have been prepared in accordance with International
Financial Reporting Standards issued by, or adopted by, the International
Accounting Standards Board (the IASB), interpretations issued by the
International Financial Reporting Standards Committee, applicable legal and
regulatory requirements of Guernsey law and the Listing Rules of the UK Listing
Authority.
(b) Basis of Consolidation
The consolidated accounts comprise the accounts of the Company and its
subsidiaries drawn up to 31 December each year. Subsidiaries are consolidated
from the date on which control is transferred to the group and cease to be
consolidated from the date on which control is transferred out of the Group.
(c) Functional and Presentation currency
Items included in the financial statements of the Group are measured using the
currency of the primary economic environment in which the entity operates ('the
functional currency'). The financial statements are presented in pounds
sterling, which is the Group's functional and presentational currency. All
figures in the financial statements are rounded to the nearest thousand.
(d) Revenue Recognition
Rental income, excluding VAT, arising on investment properties is accounted for
in the Income Statement on a straight line basis over the lease term of ongoing
leases. Surrender lease premiums paid are required to be recorded as a current
asset and amortised over the period from the date of the lease commencement to
the earliest termination date. Interest income is accounted on an accruals
basis.
(e) Expenses
Expenses are accounted for on an accruals basis. The Group's investment
management and administration fees, finance costs and all other expenses are
charged through the Income Statement.
(f) Taxation
The Company is exempt from Guernsey taxation on dividend income derived outside
Guernsey under the income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989. A
fixed annual fee of £600 is payable to the States of Guernsey in respect of this
exemption. No charge to Guernsey taxation will arise on capital gains. The
Directors intend to conduct the Group's affairs such that the management and
control is not exercised in the United Kingdom and so neither the Company nor
any of its subsidiaries carries on any trade in the United Kingdom. Accordingly,
the Company and its subsidiaries will not be liable for United Kingdom taxation
on their income or gains other than certain income deriving from a United
Kingdom source. The Company and its subsidiaries are subject to United Kingdom
income tax on income arising on the property portfolio after deduction of its
allowable debt financing costs and other allowable expenses.
(g) Investment Properties at fair value through profit or loss
Investment properties are initially recognised at cost, being the fair value of
consideration given, including transaction costs associated with the investment
property. Any subsequent capital expenditure incurred in improving investment
properties is capitalised in the period during which the expenditure is incurred
and included within the book cost of the property. After initial recognition,
investment properties are measured at fair value, with unrealised gains and
losses recognised in the Income Statement and transferred to the Capital
Reserve. Fair value is based on the open market valuation provided by CB Richard
Ellis Limited, chartered surveyors, at the Balance Sheet date. On derecognition,
realised gains and losses on disposals of investment properties are recognised
in the Income Statement and transferred to the Capital Reserve.
Recognition and derecognition occurs on the exchange of signed contracts between
a willing buyer and a willing seller.
Notes to the Accounts (Continued)
(h) Share Issue Expenses
Incremental external costs directly attributable to the issue of shares that
would otherwise have been avoided are written off against the Share Premium
Account and the Special Distributable Reserve.
(i) Segmental Reporting
The Directors are of the opinion that the Group is engaged in a single segment
of business being property investment business and in one geographical area, the
United Kingdom.
(j) Cash and Cash Equivalents
Cash in banks and short term deposits that are held to maturity are carried at
cost. Cash and cash equivalents consist of cash in hand and short term deposits
in banks with an original maturity of three months or less.
(k) Trade and Other Receivables
Trade receivables, which are generally due for settlement at the relevant
quarter end are recognised and carried at the original invoice amount less an
allowance for any uncollectible amounts. An estimate for doubtful debts is made
when collection of the full amount is no longer probable. Bad debts are written
off when identified.
(l) Reserves
Special Reserve
The special reserve is a distributable reserve to be used for all purposes
permitted under Guernsey law, including the buyback of shares and the payment of
dividends.
Capital Reserve
The following are accounted for in this reserve:
- gains and losses on the disposal of investment properties
- increases and decreases in the fair value of investment properties held at
the year end
Revenue Reserve
Any surplus arising from the net profit on ordinary activities after taxation
and payment of dividends is taken to this reserve, with any deficit charged to
the special reserve.
Share Premium
Any premium arising from the issue of Ordinary Shares of 25 pence each is
credited to this account.
Treasury Share Reserve
This represents the cost of shares bought back by the Company and held in
Treasury.
(m) New standards not applied
The following new standards have been issued but they are not effective for this
accounting period and have not been early adopted: In August 2005, the IASB
issued IFRS 7 Financial Instruments: Disclosures which became effective for
periods commencing on or after 1 January 2007. The standard requires disclosures
about the significance of financial instruments for an entity's financial
position and performance. These disclosures incorporate many of the requirements
of IAS 32 Financial Instruments: Disclosure and Presentation. IFRS 7 also
requires information about the extent to which the entity is exposed to risks
arising from financial instruments, and a description of management's
objectives, policies and processes for managing those risks. The Group will
apply IFRS 7 for its accounting period commencing 1 January 2008. In November
2006, the IASB issued IFRS 8 Operating Segments which becomes effective for
periods commencing on or after 1 January 2009. This standard requires disclosure
on the financial performance of the Group's operating segments. The Group will
apply IFRS 8 for its accounting period commencing
1 January 2009. The group does not consider that the future adoption of
International Financial Reporting Standards, in the form currently available,
will have any material impact on the financial statements presented.
Notes to the Accounts (Continued)
2. Fees
+-----------------------------------------------------+---------------+
| | Period ended|
+-----------------------------------------------------+---------------+
| | 31 December|
| | 2007|
+-----------------------------------------------------+---------------+
| | £'000's|
+-----------------------------------------------------+---------------+
|Investment management fee | 7,240|
+-----------------------------------------------------+---------------+
Investment management fee
The Company's Investment Managers, Resolution Investment Services Limited,
receive a fee from the group at an annual rate of 0.75 per cent of the Total
Assets, plus an administration fee of £100,000 per annum which will increase
annually in line with inflation) (see note 3), payable quarterly in arrears. The
fees of any managing agents appointed by the Investment Managers will be payable
out of the investment management fee. The investment management agreement is for
a fixed initial period of two years from 22 September 2006 and, with effect from
the first anniversary of that date, is terminable by any of the parties to it on
12 months' notice.
3. Other expenses
Period ended
31 December
2007
£ 000's
Direct operating expenses of let property 1,259
Valuation and other professional fees 1,556
Bad debt provision 182
Directors' fees 142
Administration fee 128
Administrator fees 70
Regulatory fees 70
Auditors' remuneration for:
Statutory audit 50
Tax services 20
Other 187
3,664
4. Finance costs
Period ended
31 December
2007
£ 000's
Loan Interest 107
Notes to the Accounts (Continued)
5. Taxation
UK Commercial Property Trust Limited owns two Guernsey tax exempt subsidiaries,
UK Commercial Property GP Limited and UK Commercial Property Holdings Limited.
The two subsidiaries are partners in a Guernsey Limited Partnership and own a
Jersey Property Unit Trust. Both the Partnership and UK Commercial Property
Holdings Limited own a portfolio of UK properties and derived rental income from
those properties. As both the Partnership and Trust property holding entities
are considered tax transparent in the UK, their taxable results are taxed in the
two subsidiaries. Both are liable to UK income tax at the rate of 22 per cent on
their respective net rental income. A reconciliation of the income tax charge
applicable to the results from ordinary activities at the statutory income tax
rate to the charge for the period is as follows:
Period ended
31 December 2007
£ 000's
Current income tax charge -
Deferred income tax relating to originating and reversal -
of temporary differences
Total tax charge -
Period ended
31 December
2007
£ 000's
Net loss before tax (28,106)
UK income tax at a rate of 22 per cent (6,183)
Effect of:
Capital losses on revaluation of investment 15,175
properties not taxable
Capital losses realised not taxable 303
Income not taxable (519)
Inter company loan interest (11,065)
Expenditure not allowed for income tax purposes 203
(including set up costs)
Deferred tax asset not provided for 2,086
Total tax charge -
6. Dividends
Period ended
31 December
2007
£ 000's
Dividends on Ordinary Shares:
First interim of 1.45p per share paid on 9 March 7,685
2007
Second interim of 0.8604p paid on 31 May 2007 4,560
Third Interim of 0.4521p paid on 31 May 2007 3,978
Fourth interim of 1.3125p paid on 31 August 2007 11,550
Fifth interim of 1.3125p paid on 30 November 2007 11,388
39,161
A sixth interim dividend of 1.3125p was paid on 29 February 2008 to shareholders
on the register on 15 February 2008. Although this payment relates to the period
ended 31 December 2007, under International Financial Reporting Standards it
will be accounted for in the year ending 31 December 2008.
Notes to the Accounts (Continued)
7. Earnings per Share
The earnings per share are based on the net loss for the period of £28,106,000
and on 757,825,984 Ordinary Shares, being the weighted average number of shares
in issue during the period.
8. Investment Properties
Period ended
31 December
2007
£ 000's
Freehold and leasehold properties
Opening valuation -
Purchases at cost 859,657
Capital expenditure 913
Loss on revaluation to fair value (68,975)
Disposals at cost (18,500)
Closing valuation 773,095
Losses on investment properties disposed
Period ended
31 December
2007
£ 000's
Original cost of investment properties sold (18,500)
Sale proceeds 17,124
Losses on investment properties sold (1,376)
CB Richard Ellis Limited completed a valuation of Group investment properties at
31 December 2007 on an open market basis in accordance with the requirements of
the Appraisal and Valuation Manual published by the Royal Institution of
Chartered Surveyors, which is deemed to equate to fair value. Fair value is
determined by reference to market based evidence, which is the amounts for which
the assets could be exchanged between a knowledgeable, willing buyer and a
knowledgeable, willing seller in an arms length transaction as at the valuation
date. The market value of these investment properties amounted to £773,095,000
which is also the fair value.
The property valuer is independent and external to the Group. The property
valuer takes account of deleterious materials included in the construction of
the investment properties in arriving at its estimate of open market valuation
when the Investment Managers advise of the presence of such materials. The Group
has entered into leases on its property portfolio as lessor (See note 17 for
further information). No one property accounts for more than 15 per cent of the
gross assets of the Group. All leasehold properties have more than 60 years
remaining on the lease term. There are no restrictions on the realisability of
the Group's investment properties or on the remittance of income or proceeds of
disposal. However, the Group's investments comprise UK commercial property,
which may be difficult to realise. Property and property related assets are
inherently difficult to value due to the individual nature of such property. As
a result, valuations are subject to substantial uncertainty. There is no
assurance that the estimates resulting from the valuation process will reflect
the actual sales price even where the actual sales occur shortly after the
valuation date.
The Group is under no contractual obligations to purchase, construct or develop
any investment property. The majority of the leases are on a full repairing
basis and as such the Group is not liable for costs in respect of repairs,
maintenance or enhancements to its investment properties.
Included within the total market value of the property portfolio, are units in
the Jersey Property Unit Trust which holds the property at Kensington High
Street, London. 99.5 per cent of the units in this Unit Trust are held by UKCPT
Limited Partnership and 0.5 per cent is held by UK Commercial Property Holdings
Limited.
Notes to the Accounts (Continued)
9. Investment in Subsidiary Undertakings
The Company owns 100 per cent of the issued ordinary share capital of UK
Commercial Property Holdings Limited (UKCPH), a Company incorporated in Guernsey
whose principal business is that of an investment and property company.
In addition to its investment in the shares of UKCPH, the Company had lent
£277.8 million on 28 February 2007 to UKCPH, all of which remains outstanding as
at 31 December 2007. These loans are repayable in 2016 and are unsecured.
Interest is payable in quarterly in arrears at a fixed rate of 6.7 per cent per
annum, compounded on a quarterly basis. Total interest on these loans for the
period amounted to £15.7 million, of which £6.6 million remained payable as at
31 December 2007.
The Company owns 100 per cent of the issued share capital of UK Commercial
Property GP Limited, (GP), a Company incorporated in Guernsey whose principal
business is that of an investment and property company.
UKCPT Limited Partnership, (GLP), is a Guernsey limited partnership, and it
holds the properties comprised in the initial property portfolio. UKCPH and GP,
have a partnership interest of 98.99 and 1 per cent respectively in the GLP. The
remaining 0.01 per cent partnership interest is held by The Droit Purpose Trust,
which is a Jersey purpose trust. The GP is the general partner and UKCPH is a
limited partner of the GLP.
The Company had lent £406 million to the GLP on 22 September 2006, all of which
remains outstanding as at 31 December 2007. This loan is repayable in 2016 and
is unsecured. Interest is payable quarterly in arrears as at fixed rate of 6.5
per cent per annum, compounded on a quarterly basis. Total interest on this loan
for the period amounted to £34.6 million, of which £10.5 million remained
payable as at 31 December 2007.
10. Trade and Other Receivables
31 December
2007
£ 000's
Rents receivable (net of provision for bad debts) 6,415
Other debtors and prepayments 50
6,465
Rents receivable, which are generally due for settlement at the relevant quarter
end are recognised and carried at the original invoice amount less an allowance
for any uncollectable amounts. An estimate for doubtful debts is made when
collection of the full amount is no longer probable. Bad debts are written off
when identified.
11. Trade and Other Payables
31 December
2007
£ 000's
Rental income received in advance 11,192
Investment Managers' fees payable 1,500
VAT payable 1,253
Other payables 456
14,401
The Group's payment policy is to ensure settlement of supplier invoices in
accordance with stated terms.
Notes to the Accounts (Continued)
12. Share capital and share premium accounts
31 December 2007
£ 000's
Authorised share capital
1,400,000,000 Ordinary Shares of 25 pence each 350,000
Issued share capital
2 Ordinary Shares of 25 pence each issued on 24 August 2006 -
(date of incorporation)
529,999,998 Ordinary Shares of 25 pence each issued on
22 September 2006
(date of admission to the London Stock Exchange) 132,500
350,000,000 Ordinary Shares of 25 pence each issued 87,500
on 1 March 2007
Issued share capital as at 31 December 2007 220,000
Treasury shares
12,873,713 Ordinary Shares of 25 pence each (10,249)
Share premium account
Received on the 22 September 2006 placing of 397,500
Ordinary Shares
Less: issue costs for 22 September 2006 placing (7,685)
charged to share premium
Conversion to special distributable reserve (389,815)
Received on 1 March 2007 placing of Ordinary Shares 273,000
Less: issue costs for the 1 March 2007 placing (5,048)
charged to share premium
Balance as at 31 December 2007 267,952
On 1 December 2006 the Royal Court of Guernsey confirmed the reduction of
capital by way of a cancellation of the Company's Share Premium Account. The
amount cancelled, being £389,815,000, has been credited as a distributable
reserve established in the Company's books of account and shall be available as
distributable profits to be used for all purposes permitted under Guernsey law,
including the buy back of shares and the payment of dividends. £1,509,000 of
issue costs were charged to the special distributable reserve. Total issue costs
charged against the share premium and special distributable reserve for the 22
September 2006 placing totalled £9,194,000, representing 1.74 per cent of the
initial gross assets, in line with what was stated in the prospectus.
Total issue costs, including stamp duty land tax of £14 million, for the 1 March
2007 placing amounted to £19.1 million, which is in line with what is stated in
the prospectus. Except for the stamp duty land tax, this has been charged in
full against the Share Premium Account. The Share Premium created on the 1 March
2007 placing was 78 pence per share on 350 million Ordinary Shares issue, being
£273 million.
During quarter four in 2007 the Company commenced share buy back activities,
with the view of placing the shares bought back into Treasury. As at 31 December
2007 12,873,713 Ordinary Shares were bought back at a cost of £10.3 million.
13. Net Asset Value per Share
The net asset value per Ordinary Share is based on net assets of £798,752,000
and 867,126,287 Ordinary Shares, being the number of Ordinary Shares in issue at
the period end.
Notes to the Accounts (Continued)
14. Related Party Transactions
No director has an interest in any transactions which are or were unusual in
their nature or significant to the nature of the group. Resolution Investment
Services Limited received fees for its services as investment managers. Further
details are provided in notes 2 and 3. The total management fee charge to the
income statement during the period was £7,240,000 of which £1,500,000 remained
payable at the period end. The investment manager also receives an
administration fee of £100,000 per annum, of which £50,000 remained payable at
the period end.
The Directors of the Company received fees for their services. Total fees for
the period were £167,000, (£25,000 of which were included in the 1 March 2007
share issue launch costs), and none of which remained payable at the period end.
Prior to its launch, the Company entered into a costs commission agreement,
dated 8 September 2006, with
Resolution Investment Services Limited. Under the agreement, if the costs and
expenses in respect of the issue of Ordinary Shares pursuant to the placing and
offer, and the acquisition of the initial property portfolio were less than 1.45
per cent of the initial gross assets, the Company would pay to Resolution
Investment Services Limited a commission equal to the difference. If the amount
of such costs and commissions exceeded 1.45 per cent of the initial gross
assets, Resolution Investment Services would pay to the Company such excess. The
outcome of this agreement was a payment by the Company to Resolution Investment
Services Limited of £2,774,000.
For the 1 March 2007 placing, the Company entered into a costs commission
agreement, dated 8 February 2007, with Resolution Investment Services Limited.
Under this agreement, if the costs and expenses in respect of Ordinary Shares
pursuant to the placing and offer, and the acquisition of the second portfolio
of properties, excluding the stamp duty land tax, were less than 1.5 per cent of
the aggregate issue price of the new Ordinary Shares, the Company would pay to
Resolution Investment Services Limited a commission equal to the difference. If
the amount of such costs and commissions exceeded 1.5 per cent of the aggregate
issue price of the new Ordinary Shares, Resolution Investment Services would pay
to the Company such excess. The outcome of this agreement was a payment by the
Company to Resolution Investment Services Limited of £2,770,000 of which £40,000
remained payable at the period end.
15. Financial Instruments
The Group's investment objective is to provide Ordinary Shareholders with an
attractive level of income together with the potential for income and capital
growth from investing in a diversified UK commercial property portfolio.
Consistent with that objective, the Group holds UK commercial property
investments. In addition, the Group's financial instruments consist of cash,
receivables and payables that arise directly from its operations. The Group has
no borrowings at the period end.
The main risks arising from the Group's financial instruments are credit risk,
liquidity risk and interest rate risk. The Board reviews and agrees policies for
managing its risk exposure. These policies are summarised below and remained
unchanged during the period.
Fair values
The fair value of financial assets and liabilities is not different from the
carrying value in the financial statements.
Credit risk
Credit risk is the risk that an issuer or counterparty will be unable or
unwilling to meet a commitment that it has entered into with the Group. In the
event of default by an occupational tenant, the Group will suffer a rental
shortfall and incur additional costs, including legal expenses, in maintaining,
insuring and re-letting the property until it is re-let. The Board receives
regular reports on concentrations of risk and any tenants in arrears. The
Managers monitor such reports in order to anticipate, and minimise the impact
of, defaults by
Notes to the Accounts (Continued)
occupational tenants. The Company has a diversified tenant portfolio. The
maximum credit risk from the rent receivables of the Group at 31 December 2007
is £6,415,000 The Group holds rental deposits of £473,000 held as collateral
against tenant arrears/defaults. There is no credit risk associated with the
financial liabilities of the Group.
With respect to credit risk arising from other financial assets of the Group,
which comprise cash and cash equivalents, the Group's exposure to credit risk
arises from default of the counterparty with a maximum exposure equal to the
carrying value of these instruments. There are no significant concentrations of
credit risk within the Group.
Liquidity Risk
Liquidity risk is the risk that the Group will encounter in realizing assets or
otherwise raising funds to meet financial commitments.
The Group's investments comprise UK commercial property. Property and property
related assets are inherently difficult to value due to the individual nature of
each property. As a result, valuations are subject to substantial uncertainty.
There is no assurance that the estimates resulting from the valuation process
will reflect the actual sales price even where such sales occur shortly after
the valuation date.
Interest rate risk
The cash asset balance as shown in the Balance Sheet, is its carrying amount and
has a maturity of less than 1 year. Interest is receivable on cash at a variable
rate ranging between 5.2 per cent to 5.8 per cent at the period end and deposits
are repriced at intervals of less than one year. The other financial assets and
liabilities of Group are non-interest bearing and are therefore not subject to
interest rate risk.
Foreign Currency Risk
There was no foreign currency risk as at 31 December 2007 as assets and
liabilities of the group are maintained in pounds sterling.
16. Capital Commitments
The group has no capital commitments as at 31 December 2007.
Notes to the Accounts (Continued)
17. Lease Length
The Group leases out its investment properties under operating leases.
The future income based on the unexpired lessor lease length at the period end
was as follows (based on total rentals):
31 December
2007
£ 000's
Less than one year 2,236
Between one and five years 8,759
Over five years 34,871
45,866
The largest single tenant at the period ended accounted for 8.26 per cent of the
current annual rental income.
The unoccupied property expressed as a percentage of estimated total rental
value was 2.99 per cent at the period end.
The Group has entered into commercial property leases on its investment property
portfolio. These properties, held under operating leases, are measured under the
fair value model as the properties are held to earn rentals. The majority of
these non-cancellable leases have remaining non-cancellable lease terms of
between 5 and 15 years.
18. Post Balance Sheet Events
Since the period end the sale of a further property from the portfolio, 21/23
High Street Uxbridge has occurred in March 2008. The sales proceeds raised
amounted to approximately £3.5 million.
The period end Report and Accounts to 31 December 2007 will be mailed to
shareholders by 21st April 2008
All enquiries:
Nigel Russell/Graeme Caton/Graham Reaves, G&N Collective Funds Services Limited
0131 226 4411
The Company Secretary, Northern Trust International Fund Administration Services
(Guernsey) Limited
01481 745529
Announcement Ends
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