8th Apr 2011 14:41
8 April 2011
ALPHA UK MULTI PROPERTY TRUST PLC(THE "COMPANY" OR THE "GROUP" )
ALPHA UK MULTI PROPERTY TRUST PLC POSTS RESULTS FOR THE YEAR ENDED 31 DECEMBER 2010:
NET ASSET VALUE PER SHARE 33.5 PENCE; EARNINGS PER SHARE 4 PENCE
PORTFOLIO VALUATION HAS INCREASED YEAR-ON-YEAR
Alpha UK Multi Property Trust PLC, the property company investing primarily in commercial real estate in the UK, today posts its results for the year from 1 January to 31 December 2010.
The Company announced earnings of £3.4 million for the year and earnings per share of 4 pence.
Key achievements in 2010:
·; New management - Alpha Real Capital LLP ("Alpha Real") has been appointed Property Investment Adviser ("PIA") and has increased the management resources available to the Group, including a new fund manager.
·; New capital - the Group has raised £4.75 million, increasing the ability to invest in its property portfolio, particularly to target new and retain existing tenants through selective capital expenditure.
·; Borrowings extended - successful Bank of Scotland loan refinancing with an extension to the term (now expiring April 2013).
·; Gearing reduced - group borrowings reduced by £1.7 million to £82.0 million; loan to value ('LTV') ratio on secured debt reduced from 75.9% to 73.1%.
·; Portfolio review - Alpha Real is undertaking an extensive review of the property portfolio to identify value enhancement opportunities - over 70 new lettings.
·; Improved NAV - NAV increased by 14.8% to 33.5 pence per share. Property portfolio increase of 1.7% in value - from £110.3 million to £112.1 million.
·; Increased earnings - earnings per share 4 pence (previous year loss of 18.2 pence per share) - consolidated profit of the Group for the year of £3.4 million.
Key performance objectives for 2011:
·; Increase earnings and cash flow - increase occupancy in the portfolio and reduce expenses.
·; Protect and enhance asset values - prudent investment in selected properties.
·; Strengthen the balance sheet - reduce borrowings progressively, consistent with the investment programme for the property portfolio.
Jonathan Clague, Chairman of Alpha UK Multi Property Trust PLC, commented:
"The Company has successfully weathered the downturn experienced by UK commercial property in the last few years. Against this background, since its lowest point in June 2009, the Group's property portfolio has increased in value by 3.5%. The Board believes that, with the Group's loan facilities now successfully refinanced and with the life of the Company extended until at least 2013, together with the funding raised from Alpha Tiger Property Trust Limited and the appointment of Alpha Real as the new Property Investment Adviser, that the Company has a strong platform from which to rebuild shareholder value over the medium term."
Tom Pissarro, Fund Manager, Alpha Real Capital LLP, commented:
'The Company's asset's predominantly comprises a well diversified portfolio of 64 UK multi let, light industrial and office properties with 758 leasable units. The Company is focused on providing tenants with good quality accommodation on flexible lease terms. Following the recent capital raising the Company is in a much improved position to deploy capital expenditure when 'value-added' initiatives are identified. The Company is focused on maximising occupancy both through maintaining existing tenants and attracting new ones. This strategy offers real opportunities to generate strong cash flow in the future which will further strengthen the balance sheet going forward.
Contact:
Jonathan ClagueChairman, Alpha UK Multi Property Trust PLCTom PissarroFund Manager, Alpha Real Capital LLP 020 7268 0300
For more information on the Company please visit www.alphaukmultipropertytrust.com.
For more information on the Company's Property Investment Adviser 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 UK MULTI PROPERTY TRUST PLCAUDITED RESULTS FOR THE YEAR ENDED 31 DECEMBER 2010
CHAIRMAN'S STATEMENT
I am pleased to present the Annual Report and Consolidated Financial Statements of Alpha UK Multi Property Trust PLC, formerly called Close High Income Properties PLC ("the Company") and its subsidiaries, (together "the Group") for the year ended 31 December 2010 ("the Year").
Continuation vote and changes approved by shareholders
During the Year the Company held the Annual General Meeting ("AGM") and Extraordinary General Meeting ("EGM") on 9 August 2010 at which the resolutions proposed to shareholders were overwhelmingly approved, by over 98% of those voting, with the total shareholder turnout being in excess of 39%.
The principal resolutions passed by shareholders were as follows;
·; The continuation of the Company, and amendment of the Articles to require shareholders to vote at the 2013 AGM called to approve the accounts for the year ending 31 December 2012 on the continuation of the investment activities of the Company for a further three years, and if passed, at every third subsequent AGM;
·; The appointment of Alpha Real Capital LLP ("Alpha Real") as the new Property Investment Adviser with property management retained by Berkshire Asset Management;
·; The issue of Convertible Unsecured Loan Stock instrument to Alpha Tiger Property Trust Limited ("Alpha Tiger") at a coupon rate of 4.75% per annum, convertible into Ordinary Shares at 31 pence per Ordinary Share;
·; The issue of an option to Alpha Tiger enabling the purchase of an additional 4,000,000 Ordinary Shares at 50 pence per share;
·; The appointment of Phillip Rose as a non-executive Director;
·; The change of the name of the Company to Alpha UK Multi Property Trust PLC;
·; The reduction in the fee payable to the Property Investment Adviser from 1.5% of Gross Asset Value ("GAV") to 1.25% of GAV (with the exception of CHIP (Six) Limited which was 1.125% of GAV.)
These proposals provide:
·; additional capital to the Company to allow capital expenditure in the portfolios which otherwise would be constrained by the cash sweeps and tight capital expenditure limits put in place by the Company's lending banks;
·; working capital to allow the portfolio to withstand fluctuations in income without placing an undue strain on the limited cash resources of the Company;
·; capital on terms which are not materially dilutive to NAV per share;
·; additional management resource at fund manager level; and
·; capital to provide additional headroom for future banking negotiations.
Following these changes Alpha Real has sought to focus on active asset management within the existing portfolio with particular emphasis on the retention of tenants, the extension of lease terms and the letting of vacant units to maintain and, where possible, improve the Group's income profile.
Net asset value and earnings
The consolidated profit of the Group for the Year was £3.4 million with earnings per ordinary share of 4.0 pence.
This profit included an unrealised gain on revaluation of investment properties of £1.0 million and an unrealised gain on interest rate swaps of £1.9 million.
The Group's profit this Year represents the Company's first annual profit since December 2006. I am pleased to advise that the Company's Net Asset Value per ordinary share has increased during the year by 14.8% from 29.2 pence to 33.5 pence.
Property performance
During the year the Group's property portfolio increased in value by £1.8 million or 1.7% from £110.3 million to £112.1 million. This increase is the Group's first annual rise in the value of its property portfolio since December 2006.
This improvement is largely attributable to improved sentiment in the investment market. Record low interest rates and high yield premiums, combined with an improvement in economic sentiment have helped to increase demand for higher risk asset classes, including commercial property.
The Group has continued its progress in actively managing the properties in challenging circumstances in particular a market characterised by high void levels (22.8% at the end of 2010).
No acquisitions or disposals were made during the year. However, on 23 February 2011 the Group sold two units at Shadsworth Industrial Park, Blackburn for £0.7 million, reflecting a surplus above their prevailing value at 31 December 2010 of £0.6 million. The proceeds received on the sale will be applied to reduce debt.
Debt facilities
During the year the Group achieved the following improvements to the position of the Group's borrowings;
·; The successful extension of the Group's loan facility with Bank of Scotland for a term to April 2013. Similar to the Company's successful refinancing of its two loan facilities with Nationwide Building Society ("Nationwide") in October 2009, the loan facility with Bank of Scotland places restrictions over the term of the facility on the amount of capital expenditure improvements that can be funded from surplus rental income. Additionally these loan facilities restrict the distribution of income from the Company's subsidiaries to the Company, thereby restricting the payment of dividends to the Company's shareholders.
·; The repayment of borrowings to secured lenders totalling £1.7 million, thereby reducing Group borrowings from £83.7 million to £82.0 million and reducing the loan to value ("LTV") ratio on secured borrowings from 75.9% to 73.1%.
·; The successful re-hedging of the Group's interest rate swaps with Bank of Scotland on £47 million of borrowings which will reduce the Group interest costs going forward.
Further details on the Group's borrowings are provided in Note 15 to the financial statements.
Outlook
The Company has successfully weathered the downturn experienced by the UK commercial property market in the last few years. While the value of investments in prime, well-let property has recovered, investor demand for non-prime assets remains subdued and occupier demand remains more subdued but is likely to improve as economic conditions get better and as more banks enter the financing market for this type of asset.
Against this background, it is encouraging that since its lowest point in June 2009, the Group's property portfolio has increased in value by 3.5%. This has resulted in the net asset value per ordinary share of the Company increasing by nearly 20% from its low point in June 2009 of 27.9 pence per share to 33.5 pence per share as at 31 December 2010.
The Board believes that, with the Group's loan facilities now successfully refinanced and with the life of the Company extended until at least 2013, together with the funding raised from Alpha Tiger and the appointment of Alpha Real as the new Property Investment Adviser, that the Company has a strong platform from which to rebuild shareholder value over the medium term.
Jonathan Clague
Chairman
8 April 2011
PROPERTY INVESTMENT ADVISER'S REPORT
Portfolio overview
The portfolio predominantly comprises a well diversified portfolio of 64 UK multi let, light industrial and office properties with 758 leasable units. The total floor area is 193,000 square metres (2.08 million square feet) and the portfolio has a broad sector split by value, of approximately 56% light industrial, 34% offices, 9% industrial and office properties, and 1% retail. The properties offer good value accommodation for local and regional occupiers. Historically occupiers have favoured shorter term flexible leases and the weighted average lease length is 3.2 years to expiry and 2.2 years to the next tenant break.
The challenging occupational market during the review period has been reflected in the void level which, based on the estimated rental value, stood at 22.8% as at 31 December 2010. Occupancy is showing strong signs of stabilising with void levels at 22.7% as at 1 March 2011. During 2010 significant progress was made in letting up the vacant units (72 new lettings). Timely rent collection remains a high priority and the percentage of rent collected three weeks after the quarter day steadily improved during the review period from 78.7% (March 2010 quarter) to 85.0% (December 2010 quarter).
Activity | Number of Tenants | Rent £000 | As % of Estimated Rental Value |
Tenant lease breaks exercised | 31 | 563 | 4.34 |
Tenant vacated at lease end | 17 | 184 | 1.42 |
Tenant insolvency | 36 | 531 | 4.10 |
New letting completed | 72 | *911 | 7.17 |
Tenant leases renewed | 29 | 403 | 3.11 |
*Final achievable annual rent including stepped rents.
The valuation of the portfolio, as at 31st December 2010 was £112.1 million compared to £110.3 million, as at 31 December 2009, an increase of £1.8 million (1.7%) over the year. The average capital value of the portfolio is £580 per square metre (£54 per square foot). The overall LTV (loan to value) ratio for bank borrowing has improved to 73.1% at the year-end (LTV as at 31 December 2009 was 75.9%).
The loan facility with Bank of Scotland has been successfully refinanced. Terms have been agreed to resolve the breach of covenant with Nationwide in respect of CHIP (Six) Limited. Having raised further funds via the issue of the Convertible Unsecured Loan Stock, the Company's capital reserves are in a much stronger position to withstand the short-term income risks and capital is available to undertake targeted income and value enhancement asset management initiatives.
Asset management review
The Property Investment Adviser's strategy to deliver shareholder value will continue to focus on the following:-
1. To enhance net rental income - The marketing strategy for all vacant units will focus on meeting tenant requirements for good quality affordable accommodation on flexible lease terms.
2. To deploy capital expenditure when 'value add' opportunities are identified - a rolling programme of redecoration will continue to be undertaken however priority will be given to refurbishments where a property can be significantly enhanced to meet real tenant demand. We are also looking to identify opportunities to extend leases and or remove tenant breaks where appropriate value can be unlocked.
3. To undertake limited strategic sales - a disposal will be considered where it is believed that the price likely to be achieved to be accretive to shareholder returns having considered the current yield and the future realisable capital value. Units C & D, Shadsworth, Blackburn, a vacant light industrial property, were sold to an owner occupier in February 2011 at £0.7 million, £0.1 million above the 31 December 2010 valuation.
4. To amortise borrowings through rental surplus and to reduce the LTV ratio - both the Bank of Scotland and Nationwide facilities require all rental surplus to be used to pay down the respective loans. Subject to achieving improved occupancy levels and higher market value the LTV ratios can be significantly improved in the medium term.
The strategy to concentrate on active asset management initiatives within the portfolio offers real opportunities to generate strong cash flow in the future.
Total as a percentage of Market Value | Total as a percentage of Market Value | |
Portfolio by region | ||
2010 | 2009 | |
% | % | |
Midlands | 30.8 | 30.8 |
East of England | 21.2 | 21.3 |
North East | 1.6 | 1.6 |
North West | 12.8 | 12.8 |
South East | 7.4 | 7.8 |
South West | 14.3 | 14.4 |
Wales | 0.9 | 0.7 |
Yorkshire & Humberside | 11.0 | 10.6 |
Total | 100.0 | 100.0 |
Total as a percentage of Market Value | Total as a percentage of Market Value | |
Portfolio by sector | ||
2010 | 2009 | |
% | % | |
Industrial Properties | 56.3 | 55.9 |
Office Properties | 34.5 | 34.7 |
Industrial & Office Properties | 8.7 | 9.0 |
Retail Properties | 0.5 | 0.4 |
Total | 100.0 | 100.0 |
Economic overview
It has now been just over a year since the UK Economy emerged from one of the deepest recessions in decades, which was driven by a global banking crisis. Despite a surprise contraction in Q4 2010, the UK economy is expected to continue to recover in 2011.
The Purchasing Managers Indices ("PMI") surveys indicate a rebound in activity at the start of 2011, especially for the services sector (a key competent of UK output). However, sharp increases in inflation and reduced Government expenditure suggest that the pace of the recovery may begin to slow down.
In December 2010, despite significant Government led austerity measures, inflation reached 3.7% with the prospect of the increase in VAT to 20% in early January 2011 further compounding the issue. This, coupled with concerns over stability in the key Middle Eastern economies, has led to escalating oil prices of well over $100 a barrel, and could indicate that inflation will remain stubbornly high for the foreseeable future.
Commercial property overview
Since the trough of the market in June 2009, commercial property returns have improved with IPD indices showing a total return of 13.4 % in the year to January 2011.The UK's historically low base rate of 0.5%, accompanied with average gilt yields at 3.3%, supports the view that commercial property offers a significant return premium for its risk profile.
However, the property recovery has not been evenly spread. The 'prime' property market came to the fore in 2010 due primarily to large levels of equity capital chasing low levels of stock. Whilst this increase in capital values for prime property is welcome, it has led to a divergence in returns between prime and other asset classes and created a two-tier market. As in previous recoveries, compression of prime yields has often been a precursor to increased investor sentiment towards other non-prime property such as the Company's.
An important positive factor is that there are very few new developments coming to market. Consequently, the medium term prospects do not signal the emergence of significant oversupply and with continued economic recovery, this situation should, in time, lead to an increased level of take up as more tenants compete for a steady stock of available space.
Tom Pissarro
Alpha Real Capital LLP
Property Investment Adviser
8 April 2011
DIRECTORS' REPORT
The Directors present herewith the Annual Report and Consolidated Financial Statements of the Company and its subsidiaries (together "the Group") for the year ended 31 December 2010.
The Company
The Company is an Isle of Man closed-ended investment company and was incorporated on 10 June 2002. Its principal activity is that of investment in UK commercial property. The Company's shares are traded on the London Stock Exchange.
The Directors confirm that:
·; no single property represents more than 15% of the gross assets of the Group;
·; income receivable from any one tenant, or tenants within the same group, in any one financial year does not exceed 20% of the total rental income of the Group; and
·; the proportion of the Group's property portfolio which is unoccupied or not producing income or which is in the course of substantial redevelopment or refurbishment does not exceed 25% of the value of the portfolio.
Results and dividends
The consolidated profit after taxation of the Group for the year ended 31 December 2010 amounted to £3.4 million (2009: loss of £15.3 million) which has been transferred to reserves. This profit includes an unrealised gain on revaluation of investment properties of £1.0 million (2009: unrealised loss of £13.6 million) and an unrealised gain on the revaluation of interest rate hedging instruments of £1.9 million (2009: unrealised loss of £3.1 million).
Commentary on the net asset value and performance is given in the Chairman's Statement and Property Investment Adviser's Report.
The Company paid no dividends during the year and no dividend is proposed.
Directors
The Directors of the Company who served during the period and their interests in the share capital of the Company are shown below:
Directors Shareholding | 31 March 2011 | 31 December 2010 | 31 December 2009 |
Jonathan David Clague | 105,000 | 30,000 | 30,000 |
Geoffrey Paul Raineri Black | 40,000 | 20,000 | 20,000 |
Donald Lake | 179,000 | 49,000 | 49,000 |
Philip Peter Scales | - | - | - |
Phillip Rose (appointed 10 August 2010) | - | - | - |
Directors Fees | 31 December 2010 | 31 December 2009 | |
£ | £ | ||
Jonathan David Clague | 20,000 | 16,500 | |
Geoffrey Paul Raineri Black | 15,000 | 11,500 | |
Donald Lake | 15,000 | 11,500 | |
Philip Peter Scales | 15,000 | 11,500 | |
Phillip Rose (appointed 10 August 2010) | 15,000 | - |
Directors' fees were increased effective from 10 August 2010.
Events after Balance Sheet Date
On 23 February 2011 the Group sold two units at Shadsworth Industrial Park, Blackburn for £0.7 million, reflecting an increase of £0.1 million above their prevailing value at 31 December 2010 of £0.6 million. The proceeds received on the sale will be applied to reduce the debt to the secured lender, Bank of Scotland in April 2011.
Shareholder Analysis as at 31 December 2010
Ordinary | ||
Shareholders holding 3 per cent or more of the Ordinary Shares of the Company | Number of shares held 000 | % of share capital held |
Property Investment Portfolio PLC | 15,732 | 18.71 |
Audit Committee
During the year, the Board established an Audit Committee. The Audit Committee consists of Philip Scales (Chairman), Donald Lake and Geoffrey Black.
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 oversee the appointment of external valuers
·; 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 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 Ernst & Young LLC in the current year.
Internal Audit
The Group has no employees and therefore the Board is reliant upon the systems and procedures employed by the Property Investment Adviser 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.
Company Secretary
Martin Katz served as Secretary throughout the year.
Going concern
The Directors confirm that the Group continues to be a going concern.
Jonathan Clague
Chairman
8 April 2011
STATEMENT OF DIRECTORS' RESPONSIBILITIES
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 and of the profit or loss of the Group for that year. In preparing those financial statements, the Directors are required to:
·; select suitable accounting policies and then apply them consistently;
·; make judgements and estimates that are reasonable and prudent;
·; state whether all applicable accounting standards have been followed; and
·; prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
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 enable them to ensure that the financial statements comply with the Companies Acts 1931 to 2004. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
CORPORATE GOVERNANCE STATEMENT
In December 1992, the Committee on the Financial Aspects of Corporate Governance ("the Cadbury Committee") published a Code of Best Practice. This was updated by the issue of The Combined Code: Principles of Good Governance and Code of Best Practice and the further issue of the UK Corporate Governance Code in 2010 ("the Combined Code"). The Combined Code contains recommendations as to best practice, focusing on the control and reporting functions of boards of directors.
The Board of Alpha UK Multi Property Trust PLC, whilst not being under a formal obligation to report to the shareholders regarding the extent to which the Company complies with the Combined Code, monitors the Company's established procedures. The Board believes that the Company complies with the provisions of the Code to the extent which is appropriate to the Company's nature and scale of operations.
INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF ALPHA UK MULTI PROPERTY TRUST PLCFor the year ended 31 December 2010
We have audited the financial statements of Alpha UK Multi Property Trust PLC for the year ended 31 December 2010 which comprise the consolidated statement of comprehensive income, consolidated balance sheet, consolidated statement of cash flows, consolidated statement of changes in equity, company balance sheet, company statement of cash flows, company statement of changes in equity and the related notes 1 to 23. The financial reporting framework that has been applied in their preparation is applicable law and appropriate accounting standards.
This report is made solely to the company's members, as a body, pursuant to Section 15 of the Companies Act 1982. Our audit work has been undertaken so that we might state to the 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 company and the company's members as a body for our audit work, for this report or for the opinions we have formed.
Respective responsibilities of directors and auditor
As explained more fully in the Statement of Directors' Responsibilities set out below, 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 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 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.
Opinion on financial statements
In our opinion the financial statements:
§ give a true and fair view of the state of the company's and the group's affairs as at 31 December 2010 and of the Group's profit for the year then ended;
§ have been properly prepared in accordance with International Financial Reporting Standards (as endorsed by the EU); and
§ have been prepared in accordance with the requirements of the Companies Acts 1931 to 2004.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Acts 1931 to 2004 requires us to report to you if, in our opinion:
§ adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
§ the financial statements are not in agreement with the accounting records and returns; or
§ certain disclosures of directors' remuneration specified by law are not made; or
§ we have not received all the information and explanations we require for our audit.
Ernst & Young LLC
Chartered Accountants
Isle of Man
8 April 2011
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2010
Notes | 2010 | 2009 | ||
£000 | £000 | |||
INCOME | ||||
Rental income from investment properties | 5 | 10,524 | 10,767 | |
Other income | 6 | 73 | 73 | |
10,597 | 10,840 | |||
EXPENDITURE | ||||
Property Investment Adviser's management fee | 7 | (1,079) | (617) | |
Property expenses | 7 | (1,812) | (2,276) | |
Other expenses | 7 | (243) | (237) | |
(3,134) | (3,130) | |||
Gains/(losses) from investments | ||||
Unrealised gain/(loss) on revaluation of investment properties | 993 | (13,645) | ||
993 | (13,645) | |||
Net operating profit/(loss) for the year before finance costs | 8,456 | (5,935) | ||
Unrealised gain/(loss) on interest rate hedging instruments | 1,936 | (3,118) | ||
Interest receivable | 16 | 14 | ||
Interest payable and similar charges | (6,977) | (6,226) | ||
(5,025) | (9,330) | |||
Net profit/(loss) from ordinary activities before taxation | 3,431 | (15,265) | ||
Taxation on ordinary activities | 8 | (72) | - | |
(72) | - | |||
Total comprehensive profit/(losses) for the year attributable to members | 3,359 | (15,265) | ||
Earnings per share (shown in pence) | ||||
Basic and diluted profit/(loss) for the year attributable to ordinary equity holders of the parent (pence per share) | 10 | 4.0 | (18.2) | |
There are no other items that require disclosure in the Consolidated Statement of Comprehensive Income.
CONSOLIDATED BALANCE SHEET
As at 31 December 2010
Notes | 2010 | 2009 | |||
ASSETS | £000 | £000 | |||
NON-CURRENT ASSETS | |||||
Investment properties | 11 | 112,130 | 110,270 | ||
112,130 | 110,270 | ||||
CURRENT ASSETS | |||||
Interest rate cap contract | 20 | 490 | - | ||
Trade and other receivables | 12 | 2,940 | 1,978 | ||
Cash and cash equivalents | 5,531 | 3,184 | |||
8,961 | 5,162 | ||||
Total assets | 121,091 | 115,432 | |||
EQUITY AND LIABILITIES | |||||
NON-CURRENT LIABILITIES | |||||
Convertible unsecured loan stock | 14 | 4,310 | - | ||
Bank loans | 15 | 80,026 | 28,448 | ||
84,336 | 28,448 | ||||
CURRENT LIABILITIES | |||||
Interest rate swap contracts | 20 | 1,672 | 3,118 | ||
Trade and other payables | 16 | 5,814 | 4,224 | ||
Bank loans | 15 | 1,098 | 55,098 | ||
8,584 | 62,440 | ||||
Total liabilities | 92,920 | 90,888 | |||
EQUITY | |||||
Share capital | - Ordinary | 17 | 841 | 841 | |
- Deferred | 17 | 214 | 214 | ||
Distributable capital reserve | - Ordinary | 17 | 93,623 | 93,623 | |
Capital redemption reserve | - Ordinary | 17 | 40 | 40 | |
Other reserves | 14 | 268 | - | ||
Revenue reserves | (66,815) | (70,174) | |||
28,171 | 24,544 | ||||
Total equity and liabilities | 121,091 | 115,432 | |||
Net asset value per ordinary share (pence) | 33.5 | 29.2 |
These financial statements were approved by the Board of Directors on 8 April 2011 and signed on its behalf by:
J D Clague
D Lake
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2010
2010 | 2009 | ||
£000 | £000 | ||
Operating activities | |||
Profit/(loss) before tax | 3,431 | (15,265) | |
Adjustment to reconcile profit before tax to net cash flows | |||
(Increase)/decrease in value of investment properties | (993) | 13,645 | |
Interest receivable | (16) | (14) | |
Interest payable and similar changes | 6,977 | 6,226 | |
Amortisation of bank arrangement fees | - | 305 | |
(Increase)/decrease in trade and other receivables | (962) | 1,613 | |
Increase/(decrease) in trade and other payables | 321 | (164) | |
Unrealised (gain)/loss on hedging instruments | (1,936) | 3,118 | |
Net deposits received | 20 | 1 | |
Net cash flows from operating activities | 6,842 | 9,465 | |
Investing activities | |||
Interest received | 16 | 14 | |
Subsequent capital expenditure on investment properties | (867) | (1,621) | |
Net cash flows from investing activities | (851) | (1,607) | |
Financing activities | |||
Interest paid | (6,068) | (6,260) | |
Bank loans repaid | (1,704) | (439) | |
Bank arrangement fee paid | (180) | (171) | |
Issue of Convertible unsecured loan stock | 4,750 | - | |
Costs of issuing convertible unsecured loan stock | (442) | - | |
Net cash flows from financing activities | (3,644) | (6,870) | |
Net increase in cash | 2,347 | 988 | |
Cash at 1 January | 3,184 | 2,196 | |
Cash at 31 December | 5,531 | 3,184 | |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFor the year ended 31 December 2010
Share Capital | Capital Reserve | Capital Redemption Reserve | Hedge Reserve | Other Reserve | Retained profit | Total | |
£000 | £000 | £000 | £000 | £000 | £000 | £000 | |
As at 1 January 2009 | 1,055 | 93,623 | 40 | (4,943) | - | (54,908) | 34,867 |
Net loss for the year | - | - | - | - | - | (15,266) | (15,266) |
Movement on unrealised losses on interest rate swaps | - | - | - | 4,943 | - | - | 4,943 |
Cancellation of "D" Ordinary Shares on conversion | (258) | - | - | - | - | - | (258) |
Issue of new Ordinary Shares arising from conversion | 94 | - | - | - | - | - | 94 |
Issue of deferred shares arising from conversion | 164 | - | - | - | - | - | 164 |
As at 31 December 2009 | 1,055 | 93,623 | 40 | - | - | (70,174) | 24,544 |
Net profit for the year | - | - | - | - | - | 3,359 | 3,359 |
Issue of convertible unsecured loan stock | - | - | - | - | 268 | - | 268 |
As at 31 December 2010 | 1,055 | 93,623 | 40 | - | 268 | (66,815) | 28,171 |
The capital reserve includes the distributable capital reserve for the Ordinary Share Class.
COMPANY BALANCE SHEET
As at 31 December 2010
Notes | 2010 | 2009 | |||
ASSETS | £000 | £000 | |||
NON-CURRENT ASSETS | |||||
Investments in subsidiaries | 18 | - | - | ||
- | - | ||||
CURRENT ASSETS | |||||
Trade and other receivables | 12 | 28,725 | 23,310 | ||
Cash and cash equivalents | 3,843 | 1,267 | |||
32,568 | 24,577 | ||||
Total assets | 32,568 | 24,577 | |||
EQUITY AND LIABILITIES | |||||
NON-CURRENT LIABILITIES | |||||
Convertible unsecured loan stock | 14 | 4,310 | - | ||
4,310 | - | ||||
CURRENT LIABILITIES | |||||
Trade and other payables | 16 | 87 | 34 | ||
87 | 34 | ||||
Total liabilities | 4,397 | 34 | |||
EQUITY | |||||
Share capital | - Ordinary | 17 | 841 | 841 | |
- Deferred | 17 | 214 | 214 | ||
Distributable capital reserve | - Ordinary | 17 | 93,623 | 93,623 | |
Capital redemption reserve | - Ordinary | 17 | 40 | 40 | |
Other reserves | 14 | 268 | - | ||
Revenue reserves | (66,815) | (70,174) | |||
28,171 | 24,544 | ||||
Total equity and liabilities | 32,568 | 24,578 | |||
Net asset value per ordinary share (pence) | 33.5 | 29.2 |
This financial statement was approved by the Board of Directors on 8 April 2011 and signed on its behalf by:
J D Clague
D Lake
COMPANY STATEMENT OF CASH FLOWS
For the year ended 31 December 2010
2010 | 2009 | ||
£000 | £000 | ||
Operating activities | |||
Profit/(loss) before tax | 3,359 | (10,323) | |
Adjustments to reconcile profit before tax to net cash flows | |||
Provision for intercompany loans | (1,813) | 12,441 | |
Interest receivable | (2,168) | (2,285) | |
Interest payable and similar changes | 270 | 1 | |
Increase in trade and other receivables | (880) | (19) | |
Increase/(decrease) in trade and other payables | 68 | (63) | |
Net cash flows from operating activities | (1,164) | (248) | |
Investing activities | |||
Interest received | 13 | 993 | |
Interest paid | (1) | (1) | |
Net cash flows from investing activities | 12 | 992 | |
Financing activities | |||
Loans made to group companies | (400) | (1,040) | |
Loans repaid from group companies | - | 218 | |
Issue of Convertible unsecured loan stock | 4,750 | - | |
Costs of issuing convertible unsecured loan stock | (442) | - | |
Bank arrangement fees paid | (180) | ||
Net cash flows from financing activities | 3,728 | (822) | |
Net increase/(decrease) in cash | 2,576 | (78) | |
Cash at 1 January | 1,267 | 1,345 | |
Cash at 31 December | 3,843 | 1,267 | |
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2010
Share Capital | Capital Reserve | Capital Redemption Reserve | Other Reserve | Retained profit | Total | |
£000 | £000 | £000 | £000 | £000 | £000 | |
As at 1 January 2009 | 1,055 | 93,623 | 40 | - | (59,851) | 34,867 |
Net loss for the year | - | - | - | - | (10,323) | (10,323) |
Cancellation of "D" Ordinary Shares on conversion | (258) | - | - | - | - | (258) |
Issue of new Ordinary Shares arising from conversion | 94 | - | - | - | - | 94 |
Issue of deferred shares arising from conversion | 164 | - | - | - | - | 164 |
As at 31 December 2009 | 1,055 | 93,623 | 40 | - | (70,174) | 24,544 |
Net profit for the year | - | - | - | - | 3,359 | 3,359 |
Issue of convertible unsecured loan stock | - | - | - | 268 | - | 268 |
As at 31 December 2010 | 1,055 | 93,623 | 40 | 268 | (66,815) | 28,171 |
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2010
1. Operations
The Company was incorporated in the Isle of Man on 10 June 2002. It is a closed-ended investment company and was formed primarily for investment in UK commercial property. The aim of the Company and its subsidiaries (together "the Group") is to seek to improve income, reduce debt and provide the prospect of long-term capital growth. The Group has no employees. During the year the Company changed its name from Close High Income Properties PLC to Alpha UK Multi Property Trust PLC on 10 August 2010.
Going concern
The annual report and consolidated financial statements have been prepared on the going concern basis. During the year the Company received additional funding in the form of convertible unsecured loan stock of £4.75 million from Alpha Tiger Property Trust Limited and approval from shareholders to continue the Company until the 2013 AGM. During the year the Group has successfully refinanced its loan facilities with its secured lender, Bank of Scotland to April 2013. At 31 December 2010 and up to the date of the signing of these financial statements the Group remained in breach of the loan to value and forward interest cover covenant on its loan facility with Nationwide in CHIP (Six). The Board remains confident that an agreement with Nationwide will be satisfactorily concluded to remedy this breach. In the event that Nationwide enforced its rights under the facility both the Company and the Group would continue to be a going concern. See Note 15 for further information on the Group's borrowing arrangements.
2. Summary of significant accounting policies
Basis of preparation
The consolidated financial statements of the Company and the Group have been prepared on a historical cost basis, except for investment property and derivative financial instruments that have been measured at fair value.
The consolidated financial statements are presented in pounds sterling and rounded to the nearest thousand unless otherwise stated. The functional and presentational currency of the Group and Company is pound sterling and there are no foreign exchange transactions.
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (as endorsed by the European Union).
Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at 31 December each year. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.
All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions are eliminated in full.
Company statement of comprehensive income
In accordance with section 3(5) (b)(ii) of the Companies Act 1982, the Company is exempt from the requirement to present its own Statement of Comprehensive Income. Of the profit on ordinary activities after taxation, a profit of £3.4 million (2009: loss of £10.3 million) has been made by the Company.
Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received, excluding discounts, rebates and sales taxes and duty. Specific income is recognised as follows:
·; Rental income receivable under operating leases is recognised on a straight-line basis over the term of the lease, except for contingent rental income which is recognised when it arises.
·; Interest income is recognised as it accrues using the effective interest rate method.
·; Income arising from expenses recharged to tenants is recognised in the period in which the expense can be contractually recovered. Service charges and other such receipts are included gross of the related costs in revenue as the directors consider that the Group acts as principal in this respect.
·; A property is regarded as sold when the significant risks and returns have been transferred to the buyer, which is normally on unconditional exchange of contracts. For conditional exchanges, sales are recognised only when all the significant conditions are satisfied.
Expenses
All expenses are calculated on an accruals basis. The Group's policy is to expense all property investment advisory fees. Up until 30 June 2010, the Company capitalised 60% of property investment advisory fees, being representative of a proportion of such costs attributable to the enhancement in value of the property investments of the Group. All other expenses are charged to the Statement of Comprehensive Income Statement.
Taxation
The Group is a resident in the Isle of Man for income tax purposes. The standard rate of tax on company profits in the Isle of Man is 0% except where profits are derived from Isle of Man land and property or banking business, where the standard rate is 10%. The Group is subject to Isle of Man Income Tax at a rate of 0% on its profits.CHIP (One) Limited, CHIP (Two) Limited, CHIP (Three) Limited, CHIP (Four) Limited, CHIP (Five) Limited and CHIP (Six) Limited are subject to UK non-resident landlord tax at a rate of 20% on their rental profits.
Investment properties
Investment property is measured initially at cost including transaction costs. Transaction costs include stamp duty, professional fees and legal services incurred to bring the property to the condition necessary for it to be capable of operating.
Subsequent to initial recognition, investment property is stated at fair value. Gains or losses arising from changes in fair values are included in the Consolidated Statement of Comprehensive Income in the year in which they arise.
Investment property is derecognised when it has been disposed of or permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on the retirement of disposal of investment property are recognised in the Comprehensive Statement of Income in the year of retirement or disposal.
Gains or losses on the disposal of investment property are determined as the difference between net disposal proceeds received and the total cost of the investment property.
Depreciation and amortisation
In accordance with IAS 40 "Investment Property", no depreciation or amortisation is provided in respect of investment properties.
Convertibles unsecured loan stock ("CULS")
Convertible loan notes are assessed in accordance with IAS 32 Financial Instruments: Presentation to determine whether the conversion element meets the fixed-for-fixed criterion. Where this is met, the instrument is accounted for as a compound financial instrument with appropriate presentation of the liability and equity components. Where the fixed-for-fixed criterion is not met, the conversion element is accounted for separately as an embedded derivative which is measured at fair value through profit or loss. In the Consolidated Balance Sheet, this is presented separately as a derivative instrument. Fees incurred in relation to issuing convertible loan notes are initially capitalised and amortised over the term of the loan notes.
Rent and other receivables
Rent and other receivables are recognised and carried at the lower of their original invoiced value and recoverable amount. Where the time value of money is material, receivables are carried at amortised cost. Provision is made when there is objective evidence that the Group will not be able to recover balances in full. Balances are written off when the probability of recovery is assessed as being remote.
Cash and cash equivalents
Cash and short term deposits in the Consolidated Balance Sheet comprise cash at bank and short term deposits with an original maturity of three months or less. For the purposes of the consolidated statement of cash flows, cash and cash equivalents consist of cash and short term deposits as defined above, net of outstanding bank overdrafts.
Interest bearing loans and borrowings
All loans and borrowings are initially recognised at fair value, in accordance with the investment strategy, less directly attributable transaction costs. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Bank arrangement fees incurred are initially capitalised and are then amortised over the term of the loan.
Tenant deposits
Tenant deposit liabilities are initially recognised at fair value and subsequently measured at amortised cost where material. Any difference between the initial fair value and the nominal amount in included as a component of operating lease income and recognised on a straight line basis over the lease term.
Investment in subsidiaries
The Company's investments in its subsidiaries are designated at fair value through profit or loss. These investments are stated at fair value, derived from the net assets of the subsidiary companies at the reporting date, with any surplus or deficit arising on revaluation being recognised in the Statement of Comprehensive Income of the Company.
Segmental reporting
The Directors are of the opinion that the Group is engaged in four operating segments which are carried out in eight geographical locations, as detailed in note 5.
Derivatives and hedging
The Group may use interest rate swap and interest rate cap instruments to hedge its risks associated with interest rates. It is not the Group's policy to trade in derivative financial instruments. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative. The Directors have elected not to apply hedge accounting rules under IAS 39 on the new hedging arrangements. Any gains or losses in the value of these derivatives are recognised immediately in the Consolidated Statement of Comprehensive Income.
Deferred taxation
Deferred tax is provided for using the liability method on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax assets are recognised only to the extent that it is probable that taxable profit will be available against which deductable temporary differences, carried forward tax credits or tax losses can be utilised. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantially enacted at the balance sheet date.
3. Significant accounting judgements, estimates and assumptions
The preparation of the Group's financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected.
The key assumptions concerning the future and other key sources or estimation of uncertainty at the date of the Balance Sheet, 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.
Valuation of investment property
The fair value of investment property is determined by independent real estate experts using recognised valuation techniques. These techniques comprise both the Yield Method and the Discounted Cash Flow Method. In some cases, the fair values are determined based on recent real estate transactions with similar characteristics and location to those held by the Group.
The determination of the fair value of investment property requires the uses of estimates such as future cash flows from the assets (such as lettings, tenant's profiles, future revenue streams, capital values of fixtures and fittings, plant and machinery, any environmental matters and the overall repair and condition of the property) and discount rates applicable to those assets. These estimates are based on local market conditions existing at the reporting date.
Volatility in the global financial system is reflected in commercial real estate markets. There was a significant reduction in transaction volumes in 2009 and, to a lesser extent in 2010. Therefore, in arriving at their fair value estimates of market values as at 31 December 2009 and 31 December 2010, the valuers used their market knowledge and professional judgement and did not rely solely on historic transactional comparables. In these circumstances, there was a greater degree of uncertainty than would exist in a more active market in estimating the market values of investment property. As a result of the level of judgement used in the valuations, the amounts ultimately realised in respect of any given property may differ from the valuations in the Consolidated Balance Sheet.
The significant methods and assumptions used by the valuers in estimating the fair value of investment property are set out in note 11.
Incentive fees
Incentive fees are provided for when it is deemed likely a fee will become payable based on the likelihood of the Company achieving the target level of return. Further details can be found in Note 13.
Operating leases
The Group has entered into commercial property leases on its investment property portfolio. The Group has determined, based on an evaluation of the terms and conditions of the arrangement, that it retains all of the risks and rewards of ownership of these properties and accounts for the contracts as operating leases.
Convertible unsecured loan stock ("CULS")
The liability element of the CULS was measured by determining the net present value of all the future cash flows under the instrument, discounted at the market rate at the time of issue. The discount rate of 13 per cent was determined by reference to similar mezzanine lending transactions at that time.
4. Changes and future changes in accounting standards
The accounting policies adopted are consistent with those of the previous financial year except for the following new and amended IFRS and IFRIC interpretations adopted in the year commencing 1 January 2010:
·; IFRS 2 Share-based Payment: Group Cash-settled Share-based Payment Transactions
·; IFRS 3 Business Combinations (Revised)
·; IAS 27 Consolidated and Separate Financial Statements (Amended)
·; IAS 39 Financial Instruments: Recognition and Measurement - Eligible Hedged Items
·; IFRIC 17 Distributions of Non-cash Assets to Owners
·; Improvements to IFRS (May 2008)
·; Improvements to IFRS (April 2009)
When the adoption of the standard or interpretation may have an impact on the financial statements or performance of the Group, its impact is described below:
IAS 39 Financial Instruments: Recognition and Measurement - Eligible Hedged Items
The amendment clarifies that an entity is permitted to designate a portion of the fair value changes or cash flow variability of a financial instrument as a hedged item. This also covers the designation of inflation as a hedged risk or portion in particular situations. Adoption of the standard has had no impact on the financial position or performance of the Group as it has not entered into any such hedging arrangements.
IFRIC 17 Distributions of Non-cash Assets to Owners
This interpretation provides guidance on accounting for arrangements whereby an entity distributes non-cash assets to shareholders either as a distribution of reserves or as dividends. The interpretation has no effect on either the financial position or the performance of the Group.
Improvements to IFRS
In May 2008 and April 2009 the IASB issued omnibus of amendments to its standards, primarily with a view to removing inconsistencies and clarifying wording. Adoption of the amendments has had no impact on the accounting policies, financial position or performance of the Group.
The following standards, amendments and interpretations have been issued but are not yet effective and would have no material impact on the financial position or performance of the Group. Dates given are for the start of the effective period:
·; IAS 24 Related Party Disclosures (Amendment) - January 2011
·; IAS 32 Financial Instruments: Presentation - Clarification of Rights Issues - February 2010
·; IFRS 9 Financial Instruments: Classification and Measurement - January 2013
·; IFRIC 14 Prepayments of a minimum funding requirement (Amendment) - January 2011
·; IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments - July 2010
·; Improvements to IFRS (May 2010) -January 2011
·; IFRS 3 Business Combinations
·; IFRS 7 Financial Instruments: Disclosures
·; IAS 1 Presentation of Financial Statements
·; IAS 27 Consolidated and Separate Financial Statements
·; IFRIC 13 Customer Loyalty Programmes
The directors anticipate minimal impact from the adoption of the May 2010 amendments with only the adoption of amendments to IFRS 7 expected to have a limited impact on credit risk disclosure.
5. Segmental Analysis
5a. Rental income - segmental analysis
Sector | 2010 | 2009 |
£000 | £000 | |
Industrial properties | 5,872 | 5,742 |
Industrial & office properties | 864 | 966 |
Office properties | 3,739 | 4,010 |
Retail properties | 49 | 49 |
Total rental income | 10,524 | 10,767 |
Region | 2010 | 2009 |
£000 | £000 | |
Midlands | 3,249 | 3,415 |
East of England | 2,379 | 2,250 |
North East | 170 | 153 |
North West | 1,247 | 1,333 |
South East | 849 | 756 |
South West | 1,472 | 1,555 |
Wales | 91 | 95 |
Yorkshire & Humberside | 1,067 | 1,210 |
Total | 10,524 | 10,767 |
5b Property valuation - segmental analysis
Sector | 2010 | 2009 | |
£000 | £000 | ||
Industrial properties | 63,105 | 61,615 | |
Industrial & office properties | 9,780 | 9,905 | |
Office properties | 38,705 | 38,255 | |
Retail properties | 540 | 495 | |
Total property valuation | 112,130 | 110,270 | |
Region | 2010 | 2009 |
£000 | £000 | |
Midlands | 34,570 | 33,990 |
East of England | 23,870 | 23,420 |
North East | 1,750 | 1,720 |
North West | 14,350 | 14,165 |
South East | 8,700 | 8,180 |
South West | 16,145 | 15,765 |
Wales | 840 | 1,010 |
Yorkshire & Humberside | 11,905 | 12,020 |
Total | 112,130 | 110,270 |
The Board considers the sector and region analysis above to be the significant segmental basis for the Group. The information disclosed in this note has changed from prior year in order to present more clearly to shareholders the key segmental information.
Expenses are reviewed on a total basis split between property expenses and other expenses. The Board of Directors do not believe it is cost beneficial to the Group to consider the allocation of these costs between the operating segments mentioned above.
Trade and other receivables and trade and other payables are reviewed on a total basis. Bank loans are reviewed on a facility basis as per note 15. The Board of Directors do not believe it is cost effective to the Group to consider the allocation of these assets and liabilities between the operating segments mentioned above.
6. Other income
Other income relates to insurance commission rebates negotiated by the Property Investment Adviser on behalf of the Group. These commission rebates continue to be shared between the Group and the Property Investment Adviser and the rent collection agent.
7. Property expenses
2010 | 2009 | |
£000 | £000 | |
Repairs, maintenance and utilities | 855 | 1,290 |
Property insurance costs | 84 | 60 |
Bad debt expense | 89 | 169 |
Lease renewal costs | 298 | 232 |
Other | 486 | 525 |
1,812 | 2,276 |
Other expenses
2010 | 2009 | |
£000 | £000 | |
Administration fees | 109 | 101 |
Audit fees | 61 | 67 |
Directors' fees | 57 | 45 |
Other | 16 | 24 |
243 | 237 |
The Property Investment Adviser's fees charged during the year were £1.5 million (2009: £1.5 million). The Group has allocated these fees since 30 June 2010 fully against revenue expenses and charged to the Consolidated Statement of Comprehensive Income. Prior to 30 June 2010 the Group has allocated these fees at 40% to revenue expenses and charged to the Consolidated Statement of Comprehensive Income and 60% capital expenditure charged against the capital costs of the properties.
8. Taxation
2010 | 2009 | |
£000 | £000 | |
UK non resident landlord tax for the year | 72 | - |
72 | - |
Current taxation
The Group is a resident in the Isle of Man for income tax purposes. The standard rate of tax on company profits in the Isle of Man is 0% except where profits are derived from Isle of Man land and property or banking business, where the standard rate is 10%. The Group is subject to Isle of Man Income Tax at a rate of 0% on its profits.CHIP (One) Limited, CHIP (Two) Limited, CHIP (Three) Limited, CHIP (Four) Limited, CHIP (Five) Limited and CHIP (Six) Limited are subject to UK non-resident landlord tax at a rate of 20% on their rental profits. The taxation charge for the year to £0.1 million relates to CHIP (Two) Limited. The Group calculates its tax in respect of UK non residential landlord tax on a subsidiary basis for which group reliefs are not available.
Deferred taxation
The Company has not recognised a deferred tax asset in relation to the losses carried forward due to the uncertain nature of future taxable profits.
As at 31 December 2010 the Group had unused tax losses and capital allowances of £11.0 million (2009: £11.0 million). During the year capital allowances of £21,030 were used by the Group.
9. Dividends
The Company paid no dividends during the year having suspended its dividends in January 2009.
10. Earnings per share
The earnings per share is based on the net profit for the year in the sum of £3.4 million and on 84,095,065 Ordinary shares, being the weighted average number of Ordinary shares in issue during the year. The comparative figure for 31 December 2009 is based on the net loss for the year in the sum of £15.3 million and on 84,095,065 shares being the total number of shares that were in issue during the year.
The issue of CULS in August 2010 (see note 14) with the potential future conversion into ordinary shares does not result in any material dilution in the earnings per share.
11. Investment properties
All properties were independently valued as at 31 December 2010 by the Company's valuers DTZ Debenham Tie Leung. DTZ Debenham Tie Leung is an accredited independent valuer with a recognised and relevant professional qualification and with recent experience in the location and category of the investment properties being valued. All properties were valued on the basis of market value and valuation techniques as disclosed in note 3. The properties were valued individually.
All valuations were carried out in accordance with the RICS Appraisal and Valuation Standards (6th Edition). Under the guidance, Note 5 of the RICS Valuation Standard, the valuers are of the opinion that "abnormal" market conditions prevail and there is likely to be a greater than usual degree of uncertainty in respect of the valuation figures reported. Until the number and consistency of comparable transactions increases, this situation is likely to remain.
Fixed Investment Properties | 2010 | 2009 |
£000 | £000 | |
Cost of properties at 1 January | 165,552 | 163,687 |
Cost of properties purchased, acquisition costs and capital additions during the year | 867 | 1,865 |
Cost of properties at 31 December | 166,419 | 165,552 |
Unrealised loss on revaluation of investment properties | (54,289) | (55,282) |
Market value of properties at 31 December | 112,130 | 110,270 |
The table below presents the sensitivity of the valuation to changes in the most significant assumptions underlying the valuation on completed investment property.
Fixed Investment Properties | 2010 | 2009 |
£000 | £000 | |
Increase in yield of 25bps | (2,909) | (2,753) |
Decrease in rental rates of 5% | (5,607) | (5,514) |
12. Trade and other receivables
Payment terms for rental debtors are typically quarterly in advance. There is no fixed date for the repayment of the inter-company loans and interest arising.
Group | 2010 | 2009 |
£000 | £000 | |
Rental income receivable | 2,495 | 1,387 |
Other debtors receivable | 445 | 591 |
2,940 | 1,978 |
As at 31 December 2010, receivables with a value of £0.1 million (2009: £0.1 million) were impaired and fully provided for. £0.1 million has been utilised during the year (2009: nil) and a provision of £0.1 million (2009: £0.1 million) has been made as at the year end.
As at 31 December 2010 the analysis of rental income receivables that were past due but not impaired is set out below:
Neither past due nor impaired | Past due but not impaired | |||||
Total | < 30 days | 30-60 days | 60-90 days | > 90 days | ||
£000 | £000 | £000 | £000 | £000 | £000 | |
2010 | 2,495 | 1,581 | 761 | 10 | 3 | 140 |
2009 | 1,387 | 1,149 | 21 | 5 | 108 | 104 |
The Group holds no collateral in respect of its trade receivables. There is no fixed date for the repayment of inter-company loans and interest arising.
Company | 2010 | 2009 |
£000 | £000 | |
Inter-company balances receivable | 28,634 | 23,284 |
Other debtors receivable | 91 | 26 |
28,725 | 23,310 |
The Company impairs its intercompany balances receivable where its subsidiaries have net liabilities. As at the 31 December 2010, intercompany balances receivable with a value of £65.3 million (2009: £67.1 million) were impaired and fully provided for. During 2010, £1.8 million (2009: impairment of £12.4 million) was written back in the year.
13. Provision for incentive fee
An incentive arrangement will come into effect either upon the Shareholders voting to continue or wind up the Group at a meeting of the Company to be held on or after 30 June 2013. At that time if the annual rate of return has been 15 per cent or more for the period from 10 August 2010 until 30 June 2013, then Alpha Real will be entitled to 20 per cent of the excess above that target level of return.
No incentive fee is provided for at 31 December 2010 (31 December 2009: £nil) as the target level of return to Shareholders was not achieved.
On 10 August 2010, the Company issued £4.75 million of convertible unsecured loan stock ("CULS") to Alpha Tiger Property Trust Limited ("Alpha Tiger") pursuant to an agreement between the Company and Alpha Tiger.
In addition upon execution of the CULS Instrument, the Company issued 15,322,581 preference shares to Alpha Tiger which shall be attached or "stapled" to the CULS. One preference share will be stapled to each £0.31 nominal amount of CULS issued.
The CULS bears interest at the rate of 4.75 per cent per annum payable quarterly, in arrears, on a compounded basis on 1 January, 1 April, 1 July and 1 October. The first date for payment of interest was 1 October 2010. The Company may, at its sole discretion, choose to satisfy any interest payment in cash or by the issue of further CULS.
The CULS can be converted to ordinary shares at any time on or before 30 June 2013 at a price of £0.31 per share.
If the CULS are not converted the Company shall redeem any outstanding CULS (together with any CULS issued in satisfaction of interest payments) on 30 June 2013 in full at par plus a payment of a premium of 18 per cent.
The Company accounts for CULS as a compound financial instrument, which comprises a liability and equity component. The liability component is presented within the non-current liabilities section and the equity component is included within the equity section of the Consolidated Balance Sheet and Company Balance Sheet.
The liability element of the CULS was measured by determining the net present value of all the future cash flows under the instrument, discounted at the market rate at the time of issue. The discount rate of 13 per cent was determined by reference to similar mezzanine lending transactions at that time.
The below table shows the initial issue of CULS including associated issue costs, followed by the subsequent issue of CULS in satisfaction of interests payments, the accrual for the 18 per cent premium and the amortisation of the associated issue costs.
Issue of convertible unsecured loan stock | Liability | Equity | Total |
£000 | £000 | £000 | |
As at 1 January 2010 | - | - | - |
Initial issue of convertible unsecured loan stock | 4,454 | 296 | 4,750 |
Convertible unsecured loan stock issued during the year | 89 | - | 89 |
Accrual for 18 per cent premium during the year | 124 | - | 124 |
As at 31 December 2010 | 4,667 | 296 | 4,963 |
Costs relating to issue of convertible unsecured loan stock | |||
As at 1 January 2010 | - | - | - |
Issue costs | 414 | 28 | 442 |
Amortisation of issue costs | (57) | - | (57) |
As at 31 December 2010 | 357 | 28 | 385 |
Net amount | 4,310 | 268 | 4,578 |
As at 31 December 2010
Initial loan | Arrangement fees | Amortisation of arrangement fees | 2010 | ||
£000 | £000 | £000 | £000 | ||
A | Nationwide loan | 9,423 | (29) | 11 | 9,405 |
A | Nationwide loan | 18,875 | (142) | 67 | 18,800 |
Due within one year | 298 | - | - | 298 | |
Due after more than one year | 28,000 | (171) | 78 | 27,907 | |
B | Bank of Scotland loan | 53,687 | (1,082) | 314 | 52,919 |
Due within one year | 800 | - | - | 800 | |
Due after more than one year | 52,887 | (1,082) | 314 | 52,119 | |
Total | 81,985 | (1,253) | 392 | 81,124 |
As at 31 December 2009
Initial loan | Arrangement fees | Amortisation of arrangement fees | 2009 | ||
£000 | £000 | £000 | £000 | ||
A | Nationwide loan | 9,715 | (29) | 3 | 9,689 |
A | Nationwide loan | 18,875 | (142) | 26 | 18,759 |
Due after more than one year | 28,590 | (171) | 29 | 28,448 | |
B | Bank of Scotland loan | 20,063 | (326) | 326 | 20,063 |
B | Bank of Scotland loan | 35,035 | (226) | 226 | 35,035 |
Due within one year | 55,098 | (552) | 552 | 55,098 | |
Total | 83,688 | (723) | 581 | 83,546 |
A Nationwide Building Society loans
A facility agreement has been entered into between the Nationwide Building Society ("Nationwide") and Chip (Two) Limited whereby Nationwide has made available a term loan facility for up to £9.8 million. Of this total loan £8.0 million has been fixed at the rate of 2.79% plus a margin of 2.5% per annum; the balance is subject to interest at LIBOR plus a margin of 2.5% per annum. The facility is repayable on 23 October 2012. An event of default (as defined in the facility agreement) is triggered if, inter alia, the amount of the loan facility exceeds 75% before 31 March 2011 and 65% thereafter of the value of the properties over which Nationwide has security. In addition, the ratio of gross rental income to interest shall not be less than 160%. The facility is secured by a legal charge and debenture over the property assets of Chip (Two) Limited. As at 31 December 2010 the LTV stood at 63.52%. The facility requires Chip (Two) Limited to use surplus rents to reduce the outstanding debt on a quarterly basis. Surplus rent of £0.3 million has been used to repay the facility during the year.
A facility agreement has been entered into between Nationwide Building Society and Chip (Six) Limited whereby Nationwide Building Society has made available a term loan facility for up to £18.9 million. Of this loan balance £18.0 million has been fixed at the rate of 2.79% plus a margin of 3.5% per annum. The balance is subject to interest at LIBOR plus a margin of 3.5% per annum. The facility is repayable on 1 March 2013. An event of default (as defined in the facility agreement) is triggered if, inter alia, the amount of the loan facility exceeds 90% before 31 March 2012 and 85% thereafter of the value of the properties over which Nationwide has security. In addition, the ratio of net rental income to interest shall not be less than 110% for any test period. The facility requires Chip (Six) Limited to use surplus rents to reduce the outstanding debt on a quarterly basis. The facility is secured by a legal charge and debenture over the property assets of Chip (Six) Limited.
Following the DTZ valuations of the properties as at 31 December 2010 the LTV ratio of CHIP (Six) Limited stands at 90.85% against a covenant of 90.00%. The directors continue to be in discussion with Nationwide and are confident they shall reach an agreement to redress the breach. This does not impact on the going concern status of the Group or Company.
In addition Chip (Two) Limited and Chip (Six) Limited were required to deposit £0.2 million and £0.3 million respectively in a blocked account over which Nationwide has sole signing rights. Withdrawals from these blocked accounts will be permitted only at Nationwide's sole discretion. The funds placed in these blocked deposit accounts have been included in "Cash and Cash Equivalents" in the Consolidated Balance Sheet.
On 10 January 2011 the Group paid £0.2 million to Nationwide in respect of the quarterly repayment of debt from surplus rent for its subsidiaries, CHIP (Two) Limited and CHIP (Six) Limited. These repayments reduced the outstanding debt under the loan facility to £9.3 million and £18.8 million respectively.
B Bank of Scotland loans
The Group had entered into two separate loan facility agreements with the Bank of Scotland; the first with Chip (One) Limited and Chip (Three) Limited for an amount up to £31.7 million, and the second with Chip (Four) Limited and Chip (Five) Limited for an amount up to £50.0 million.
The terms and conditions for each facility were the same. Interest was payable at a rate equal to LIBOR, plus the mandatory costs of Bank of Scotland, plus a margin of 1.1% per annum if the level of debt did not exceed 50% of the value of the relevant properties; the margin increased by 0.075% per annum if the level of debt rose above 50% but not above 55%, and increased by 0.15% per annum if the level of debt rose above 55%. Each facility was repayable on the business day immediately prior to the tenth anniversary of the first draw down under the facility although, if an event of default (as defined in the facility agreement) was triggered, it would be repayable on first demand by Bank of Scotland. The facility agreements contained standard events of default and covenants for bank facilities of this nature. An event of default (as defined in the facility agreement) would be triggered if, inter alia, the amount of the loan facility exceeded 60% but was less than 75% of the value of the underlying security for a period of in excess of 180 days. Each facility was secured by a legal charge and debenture over the property assets of the respective companies i.e. Chip (One) Limited, Chip (Three) Limited, Chip (Four) Limited and Chip (Five) Limited.
The Group successfully completed the refinancing of the loan facility agreements with Bank of Scotland on 19 April 2010. The new facility is between the Bank and the Company and its subsidiaries, Chip (One) Limited, Chip (Three) Limited, Chip (Four) Limited and Chip (Five) Limited for an amount up to £54.1 million.
Interest is payable at a rate equal to LIBOR, plus the mandatory costs of Bank of Scotland, plus a margin of 2.6% per annum. The facility is repayable on 31 October 2012 although, if an event of default (as defined in the facility agreement) were triggered, it would be repayable on first demand by Bank of Scotland. The facility agreement contains standard events of default and covenants for bank facilities of this nature. An event of default (as defined in the facility agreement) will be triggered if, inter alia, the amount of the loan facility exceeds 90% of the value of the underlying security. The facility is secured by a legal charge and debenture over the property assets of the relevant subsidiaries. As at 31 December 2010 the LTV stands at 69.62%
Other financial covenants require that the net rental income of the secured properties shall not be lower than 125% of interest for any test period The Company is required make quarterly loan repayments of £0.2 million.
Should any of these covenants be breached then the margin of the new funding will increase by a further 2.6% per annum and will remain at this rate until such a time the breach is remedied.
On 16 January 2011 the Group paid £0.2 million to Bank of Scotland as its quarterly repayment of debt under the loan facility. This repayment reduced the outstanding debt under the loan facility to £53.5 million.
The interest rate hedging arrangements are detailed in note 20.
16. Trade and other payables
Group | 2010 | 2009 | |||
£000 | £000 | ||||
Rental income in advance | 1,961 | 2,188 | |||
Creditors and accruals | 3,853 | 2,036 | |||
5,814 | 4,224 |
Company | 2010 | 2009 | |||
£000 | £000 | ||||
Inter-company balances | - | - | |||
Creditors and accruals | 87 | 34 | |||
87 | 34 |
Trade payables are non-interest bearing and are settled within normal business terms.
17. Share capital and related reserves
Authorised share capital: | 2010 | 2009 | |||
£000 | £000 | ||||
134,000,000 (114,000,000 in 2009) Ordinary Shares of £0.01 each | 1,340 | 1,140 | |||
66,000,000,000 Deferred Shares of £0.00001 each (2009: 660,000,000 Deferred Shares of £0.001 each) | 660 | 660 | |||
20,000,000 Preference Shares of £0.00001 each | - | - | |||
2,000 | 1,800 |
Issued share capital: | 2010 | 2009 | |||
£000 | £000 | ||||
84,095,207 Ordinary Shares of £0.01 each, fully paid (4 April 2003: 30,000,000, 16 May 2003: 84,452 and 30 June 2003: 3,008,445, 5 February 2007: 138,463 shares bought back, 11 June 2007: "C" Ordinary Shares converted into Ordinary Shares at a ratio of 9 Ordinary Shares for every 10 "C" Ordinary Shares held, 16 July 2007: 1,100,000 shares bought back, 17 October 2007: 2,250,000 shares bought back). "D" Ordinary Shares converted into Ordinary Shares at a ratio of 4 Ordinary Shares for every 11 "D" Ordinary Shares held, 30 December 2009, issuing 9,369,128 shares). | 841 | 841 | |||
21,409,545,700 Deferred Shares of £0.00001 each fully paid (11 June 2007: 50,135,717, 30 December 2009: 163,959,740). Deferred Shares of £0.001 subdivided into Deferred Shares of £0.00001 each following the issue of Preference Shares on 10 August 2010. | 214 | 214 | |||
15,426,721 Preference Shares of £0.00001 each fully paid (10 August 2010: 15,322,581). | - | - | |||
1,055 | 1,055 |
An option has been granted to Alpha Tiger enabling it to purchase 4 million Ordinary Shares at £0.50 per share. The current fair value of this option is deemed to be insignificant due to the fact the current quoted price and NAV per share is below the option value of £0.50 per share.
Ordinary shares of £0.01 each | "D" Ordinary shares of £0.01 each | Deferred shares of £0.00001 each | Preference shares of £0.00001 each | Total | ||
Number of shares 000 | Number of shares 000 | Number of shares 000 | Number of shares 000 | Number of shares 000 | ||
As at 1 January 2009 | 74,726 | 25,765 | 50,136 | - | 150,627 | |
Issue of new Ordinary shares | 9,369 | - | - | - | 9,369 | |
Cancellation of "D" Ordinary shares | - | (25,765) | - | - | (25,765) | |
Issue of deferred shares | - | - | 163,960 | - | 163,960 | |
As at 31 December 2009 | 84,095 | - | 214,096 | - | 298,191 | |
As at 1 January 2010 | 84,095 | - | 214,095 | - | 298,191 | |
Issue of Preference Shares | - | - | - | 15,426 | 15,426 | |
Subdivision of Deferred Shares | - | - | 21,409,546 | - | 21,409,546 | |
As at 31 December 2010 | 84,095 | - | 21,623,641 | 15,426 | 21,723,163 |
Preference shares
The preference shares rank pari passu with ordinary shares save that they shall not be entitled to receive a dividend, on return of capital their par value shall be repaid in priority to holders of the ordinary shares (but shall not be entitled to any other capital return) and shall carry one vote on all resolutions other than those relating to listing or prospectus rules. Based on this the preference shares do not meet the criteria under IAS 32 in order to be classified as equity and therefore have been classified as a financial liability and included with trade and other payables.
Voting and other rights
Holders of Ordinary Shares and Preference Shares are entitled to one vote for each share held. Deferred shares and preference shares carry no voting rights.
Dividends
Holders of Ordinary shares are entitled to receive dividends as and when declared by the Company.
Winding up
On a winding-up, the surplus assets remaining after payment of all creditors, including payment of bank borrowings and repayment of par value to Preference Share holders, shall be divided pari passu among the holders of Ordinary Shares in proportion to the capital paid up on the shares held at the commencement of the winding-up. Deferred shares holders will be entitled to an amount equal to their nominal holding.
Distributable capital reserve
This is a distributable reserve out of which distributions can be made to the shareholders and arose on the cancellation of the share premium account.
Capital redemption reserve
This is a non-distributable reserve that is required under Isle of Man Companies Act 1931 and arises on cancellation of issued share capital.
18. Non-current asset investments
Investments in subsidiaries at fair value | 2010 | 2009 | |||
£000 | £000 | ||||
Investment in Chip (One) Limited | - | - | |||
Investment in Chip (Two) Limited | - | - | |||
Investment in Chip (Three) Limited | - | - | |||
Investment in Chip (Four) Limited | - | - | |||
Investment in Chip (Five) Limited | - | - | |||
Investment in Chip (Six) Limited | - | - | |||
Investment in Chip (Seven) Limited | - | - | |||
Investment in Chip (Ipswich) One Limited | - | - | |||
Investment in Chip (Ipswich) Two Limited | - | - | |||
- | - | - |
All of the subsidiary companies are incorporated in the Isle of Man, are wholly owned by Alpha UK Multi Property Trust PLC and are all property holding companies.
2010 | 2009 | ||||
£000 | £000 | ||||
Cost of subsidiaries at start of the year | 18,404 | 18,404 | |||
Unrealised loss on revaluation of subsidiaries | (18,404) | (18,404) | |||
Fair value of subsidiaries at year end | - | - |
All the subsidiary companies as at 31 December 2009 and 2010 had net liabilities, therefore the original cost of the investment held in the parent company has been written down to nil.
19. Financial risk management objectives and policies
The Group's principal financial instruments, other than derivatives, are loans and borrowings, the main purpose of which is to raise finance for the acquisition and development of the Group's property portfolio. The Group has trade and other receivables, trade and other payables and cash and short-term deposits that arise directly from its operations.
The Group is exposed to market risk, credit risk and liquidity risk.
The Board of Directors reviews and agrees the policies for managing these risks to ensure that the Group's financial risk-taking activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with Group policies for risk. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision.
Market risk includes market price risk, interest rate risk and foreign currency risk. The policies for managing each of these risks are summarised below:
i) Interest rate risk
The Group's exposure to interest rate risk relates primarily to the Group's long-term debt obligations. The Group's policy is to manage its interest cost using interest rate swaps and interest rate cap instruments in which the Group has agreed to exchange the difference between fixed and variable interest amounts calculated by reference to an agreed-upon notional principal amount. The swap is designed to fix the interest payable on part of the bank loans, while the cap is designed to set a ceiling on interest rate paid on part of the loans.
The interest rate profile of the Group at 31 December 2010 was as follows:
Financial Assets | Total as per consolidated balance sheet | Fixed rate | Variable rate | Non interest bearing | Weighted average interest rate | |
£000 | £000 | £000 | £000 | % | ||
Interest rate cap | 490 | - | 490 | - | - | |
Cash & cash equivalents | 5,531 | - | 5,531 | - | 0.46 | |
Trade & other receivables | 2,940 | - | - | 2,940 | - | |
8,961 | - | 6,021 | 2,940 | - |
Financial Liabilities | Total as per consolidated balance sheet | Fixed rate | Variable rate | Non interest bearing | Weighted average interest rate | Weighted period |
£000 | £000 | £000 | £000 | % | Years | |
Trade & other payables | 5,814 | - | - | 5,814 | - | - |
Convertible unsecured loan stock | 4,310 | 4,310 | - | - | 12.25 | 2.5 |
Fair value of interest rate swap | 1,672 | - | 1,672 | - | - | - |
Bank loans | 81,124 | 73,000 | 8,985 | (861) | 7.64 | 1.91 |
92,920 | 77,310 | 10,657 | 4,953 | - | - |
The interest rate profile of the Group at 31 December 2009 was as follows:
Financial Assets | Total as per consolidated balance sheet | Fixed rate | Variable rate | Non interest bearing | Weighted average interest rate | |
£000 | £000 | £000 | £000 | % | ||
Cash & cash equivalents | 3,184 | - | 3,184 | - | 0.24 | |
Trade & other receivables | 1,978 | - | - | 1,978 | - | |
5,162 | - | 3,184 | 1,978 | 0.24 |
Financial Liabilities | Total as per consolidated balance sheet | Fixed rate | Variable rate | Non interest bearing | Weighted average interest rate | Weighted period |
£000 | £000 | £000 | £000 | % | Years | |
Trade & other payables | 4,224 | - | - | 4,224 | - | - |
Fair value of interest rate swap | 3,118 | 3,118 | - | - | ||
Bank loans | 83,546 | 80,956 | 2,590 | - | 6.72 | 2.69 |
90,888 | 80,956 | 2,590 | 7,342 | - | - |
The following table illustrates the sensitivity of the profit after taxation for the year and the net asset value to an increase or decrease of 100 basis points in interest rates in regards to the Group's monetary financial assets and financial liabilities. This level of change is considered to be reasonably possible based on observation of current market conditions. The sensitivity analysis is based on the Group's monetary financial instruments held at each Balance Sheet date, with all other variables held constant.
2010 | 2010 | 2009 | 2009 | |||
Increase in rate | Decrease in rate | Increase in rate | Decrease in rate | |||
£000 | £000 | £000 | £000 | |||
Total profit/(loss) after taxation for the year | 1,363 | (1,363) | (539) | 539 | ||
Change in net asset value at 31 December | 1,363 | (1,363) | (539) | 539 | ||
% change in net asset value | 4.9 | (4.9) | (2.2) | 2.2 |
Foreign currency risk
There is no foreign currency risk as assets and liabilities of the Group are maintained in sterling.
ii) Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily for rental income receivable and recoverable costs from occupational tenants) and from its financing activities, including deposits with banks and other financial instruments.
Credit risks related to receivables: credit risk in relation to occupational tenants is managed by the Property Manager. Credit limits are established for all tenants based on internal rating criteria and outstanding customer receivables are regularly monitored. At 31 December 2010, the Group's ten largest debtors totalled £0.3 million (2009: £0.3 million) and accounted for approximately 12.1% (2009: 13%) of all receivables owing. There were nine (2009: six) customers with balances greater than £20,000 accounting for 11.3% (2009: 10%) of total amounts receivable. The maximum exposure to credit risk at the reporting date is the carrying value of financial assets.
In the event of a 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 monitors credit risk by reviewing regular reports it receives from the Property Manager on the concentration of risk and any tenants in arrears. The Group does not hold collateral as security.
Credit risk related to financial instruments and cash deposits: credit risk from balances with banks and financial institutions are reviewed by the Property Investment Adviser in accordance with the Group's policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty.
Counterparty credit limits are reviewed by the Board on an annual basis, and may be updated throughout the year. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through potential counterparty failure. The Group's maximum exposure to credit risk for the components of the Consolidated Balance Sheet at 31 December 2010 and 2009 is the carrying amounts as illustrated in Note 19(i).
The Group has, as part of its hedging strategy, interest rate derivatives with its secured lenders to reduce the risk of non-delivery of counterparty obligations (see note 15).
In summary, compared to the amounts included in the Consolidated Balance Sheet, the maximum exposure to credit risk at 31 December 2010 was as follows:
2010 | Maximum exposure | 2009 | Maximum exposure | ||
Balance Sheet | Balance Sheet | ||||
£000 | £000 | £000 | £000 | ||
Interest rate cap contract | 490 | 490 | - | - | |
Cash & cash equivalents | 5,531 | 5,531 | 3,184 | 3,184 | |
Trade & other receivables | 2,940 | 2,940 | 1,978 | 1,978 | |
8,961 | 8,961 | 5,162 | 5,162 |
iii) Liquidity risk
Liquidity risk is the risk that the Group will be unable to meet financial commitments as they fall due. In certain circumstances, the terms of the Group's bank loan entitle the lender to demand early repayment (Note 15 Bank Loans) and in such circumstances the Group's ability to maintain the net asset value attributable to the ordinary shares could be adversely affected.
The Directors and Property Investment Adviser continue to monitor the financial covenants of each of the loan facilities to manage the sensitivity of the Group debt obligations. If financial covenants are breached, the Group could correct these through negotiation with the lending bank or by use of other assets.
The following table illustrates the sensitivity of the loan to value ratio for the year end to an increase or decrease of 10% in the market value of the investment properties. This level of change is considered reasonably possible based on observation of current market conditions.
2010 | 2010 | 2009 | 2009 | ||
Increase in fair value | Decrease in fair value | Increase in fair value | Decrease in fair value | ||
Loan to property valuation ("LTV") | 66.5% | 81.2% | 68.8% | 84.0% |
The remaining contractual maturities of the financial liabilities at 31 December 2010, based on the earliest date on which payment can be required was as follows:
As at 31 December 2010
Financial liabilities | Due within 3 months | Due between 3 and 12 months | Due between 1 and 5 years | Due> 5 years | Total |
£000 | £000 | £000 | £000 | £000 | |
Trade & other payables | 5,814 | - | - | - | 5,814 |
Convertible unsecured loan stock | - | - | 4,310 | - | 4,310 |
Interest rate swaps | - | - | 1,672 | - | 1,672 |
Bank loans | 992 | 2,683 | 83,513 | - | 87,188 |
Total liabilities | 6,806 | 2,683 | 89,495 | - | 98,984 |
As at 31 December 2009
Financial liabilities | Due within 3 months | Due between 3 and 12 months | Due between 1 and 5 years | Due> 5 years | Total |
£000 | £000 | £000 | £000 | £000 | |
Trade & other payables | 4,224 | - | - | - | 4,224 |
Interest rate swaps | - | 2,944 | 174 | - | 3,118 |
Bank loans | 55,098 | 1,215 | 31,929 | - | 88,640 |
Total liabilities | 59,720 | 4,159 | 32,103 | - | 95,982 |
iv) Real estate risk
The Group's exposure to market risk is comprised mainly of movements in the value of the Group's investments in property. The Group's investment portfolio is managed within the investment parameters disclosed in its prospectus.
The Group has identified the following risks associated with the real estate portfolio:
·; A major tenant may become insolvent causing a significant loss of rental income and a reduction in the value of the associated property (see also credit risk). To reduce this risk, the Group reviews the financial status of all prospective tenants and decides on the appropriate level of security required via rental deposits or guarantees.
·; The exposure of the fair values of the portfolio to investment and occupier markets.
The following table illustrates the sensitivity of the profit/loss after taxation for the year end and the net asset value to an increase or decrease of 10% in the market value of the investment properties. This level of change is considered reasonably possible based on observation of current market conditions.
2010 | 2010 | 2009 | 2009 | ||
Increase in fair value | Decrease in fair value | Increase in fair value | Decrease in fair value | ||
£000 | £000 | £000 | £000 | ||
Total profit/(loss) after taxation for the year | 11,213 | (11,213) | 11,027 | (11,027) | |
Net asset value at 31 December | 40.19% | (40.19%) | 44.87% | (44.87%) |
v) Fair values
The carrying amount of the financial assets and liabilities (except bank loans which are carried at amortised cost) in the financial statements are equal to their fair values. The fair value of the financial assets and liabilities are included at an estimate of the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the 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 the derivative interest rate swap contracts are estimated by discounting expected future cash flows using current market interest rates and yield curve over the remaining term of the instrument.
·; The fair value of tenant deposits is estimated by discounting the nominal amount received to the expected date of repayment based on prevailing market interest rates.
The following table shows an analysis of the fair values of financial instruments recognised in the statement of financial position by level of the fair value hierarchy.
As at 31 December 2010, the Group held the following financial instruments measured at fair value:
Level 1 | Level 2 | Level 3 | Total fair value | ||
£000 | £000 | £000 | £000 | ||
Interest rate swap | - | (1,672) | - | (1,672) | |
Interest rate cap | - | 490 | - | 490 |
As at 31 December 2009, the Group held the following financial instruments measured at fair value:
Level 1 | Level 2 | Level 3 | Total fair value | ||
£000 | £000 | £000 | £000 | ||
Interest rate swap | - | (3,118) | - | (3,118) | |
Interest rate cap | - | - | - | - |
As at 31 December 2010, the Company held the following financial instruments measured at fair value:
Level 1 | Level 2 | Level 3 | Total fair value | ||
Investment in subsidiaries | - | 3 | - | 3 |
As at 31 December 2009, the Company held the following financial instruments measured at fair value:
Level 1 | Level 2 | Level 3 | Total fair value | ||
Investment in subsidiaries | - | 3 | - | 3 |
The different levels of the fair value hierarchy are explained below:
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at measurement date.
Level 2 - Use of a model with inputs (other than quoted prices included within Level 1) that are directly or indirectly observable market data.
Level 3 - Use of a model with inputs that are not based on observable data.
20. Hedging activities and derivatives
The exposure of the Group to movements in interest rates has been mitigated by Chip (Two) Limited, Chip (Four) Limited and Chip (Six) Limited each entering into interest rate swaps and an interest rate cap.
2009 and 2010 - Bank of Scotland
The interest rate swap for the amount of £63.5 million entered into by Chip (One) Limited had the effect of fixing the Group's exposure on certain borrowings from 27 June 2008. The interest rate swap ran until 29 December 2010 and fixed the rate at 5.56% before the margin and mandatory costs.
2010 - Bank of Scotland
The interest rate swap for the amount of £47.0 million entered into by Chip (Four) Limited has the effect of fixing the Group's exposure on certain borrowings from 29 December 2010. The interest rate swap runs until 31 October 2012 and fixes the rate at 2.25% before the margin and mandatory costs. As at 31 December 2010 the market value of this swap was a liability of £0.9 million
The interest rate cap for the amount of £47.0 million entered into by Chip (Four) Limited has the effect of capping the Group's exposure on certain borrowings from 31 October 2012. The interest rate cap runs until 31 October 2015 and caps the rate at 5.00% before the margin and mandatory costs. As at 31 December 2010 the market value of this cap was an asset of £0.5 million.
Nationwide
The interest rate swap for the amount of £8.0 million entered into by Chip (Two) Limited has the effect of fixing the Group's exposure on certain borrowings from 15 October 2009. The interest rate swap runs until 23 October 2012 and fixes the rate at 2.79% before the margin and mandatory costs. As at 31 December 2010 the market value of this swap was a liability of £0.2 million (2009: liability of £0.1 million).
The interest rate swap for the amount of £18.0 million entered into by Chip (Six) Limited has the effect of fixing the Group's exposure on certain borrowings from 12 October 2009. The interest rate swap runs until 1 March 2013 and fixes the rate at 2.79% before the margin and mandatory costs. As at 31 December 2010 the market value of this swap was a liability of £0.5 million (2009: liability of £0.1 million).
21. Capital management
The primary objective of the Group's capital management is to ensure that it maintains healthy capital ratios in order to support its business and maximise shareholder value.
The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions.
To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.
The Group monitors the loan to value ratio of its loan facilities in line with its underlying banking covenants. The Group's policy is to ensure that the banking covenants (including the loan to value ratios) are adhered to and not breached.
The following gearing ratios are calculated as net debt divided by total capital plus net debt:
2010 | 2009 | |
£000 | £000 | |
Interest bearing loans and borrowings | 85,434 | 83,546 |
Trade and other payables | 7,486 | 7,342 |
Less cash and short term deposits | (5,531) | (3,184) |
Net debt | 87,389 | 87,704 |
Total capital | 28,171 | 24,544 |
Capital and net debt | 115,560 | 112,248 |
Gearing ratio | 75.6% | 78.1% |
The Group includes within net debt, interest bearing loans and borrowings, CULS, trade and other payables, less cash and cash equivalents. Capital includes equity attributable to the equity holders of the parent.
22. Related party transactions
Mr Philip Scales, a director of the Company, is also a director and an employee of IOMA Fund and Investment Management Limited (the administrator and registrar). During the year fees of £0.1 million (2009: £0.1 million) were payable to IOMA Fund and Investment Management Limited. As at 31 December 2010 a total amount of £29,146 (2009: £25,514) was outstanding.
Mr Phillip Rose, a director of the Company, is also chief executive officer of Alpha Real Capital LLP (the Property Investment Adviser). During the year fees of £0.5 million (2009: nil) were payable to Alpha Real Capital LLP. As at 31 December 2010 a total amount of £0.4 million (2009: nil) was outstanding. Mr Rose is also a director of Alpha Tiger Property Trust Limited ("Alpha Tiger"). Alpha Real Capital LLP is also a major investor in Alpha Tiger. During the year the Company issued £4.8 million of convertible unsecured loan stock and attached preference shares to Alpha Tiger as detailed note 14.
Close Investments Limited ("CIL") was Property Investment Adviser during the year (to 10 August 2010). During the year fees of £1.0 million (2009: £1.5 million) were payable to CIL. As at 31 December 2010 there were no fees (2009: £0.5 million) outstanding.
Details of the subsidiary companies of the Company are detailed in Note 18.
Details of Directors fees and their shareholdings is provided in the Director's report.
23. Events after balance sheet date
23 February 2011 the Group sold two units at Shadsworth Industrial Park, Blackburn for £0.7 million, reflecting an increase above their prevailing value at 31 December 2010 of £0.6 million. The proceeds received on the sale will be applied to reduce the debt to the secured lender, Bank of Scotland in April 2011.
DIRECTORS AND ADVISERS
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Directors | Registered Office |
Jonathan David Clague (Chairman) Geoffrey Paul Raineri Black Donald Lake Philip Peter Scales Phillip Rose (appointed 10 August 2010) | IOMA House Hope Street Douglas Isle of Man IM1 1AP |
Company Secretary | Auditors |
Martin Katz Middleton Katz Chartered Secretaries LLC 12 Hope Street Douglas Isle of Man IM1 1AQ | Ernst & Young LLC Rose House, 51-59 Circular Road Douglas Isle of Man IM1 1AZ |
Property Investment Adviser | Taxation Advisers |
Close Investments Limited (to 10 August 2010) 10 Crown Place London EC2A 4FT
Alpha Real Capital LLP (from 10 August 2010) 1b Portland Place London W1B 1PN
UK Transfer and Paying Agent Capita IRG PLC Northern House Woodhouse Park Fenay Bridge Huddersfield HD8 0LA | Mazars LLP The Pinnacle 160 Midsummer Boulevard Milton keynes MK9 1FF
Property Solicitors to the Company Pinsent Masons 1 Park Row Leeds LS1 5AB
Property Manager Berkshire Asset Management 21 Burton Street London W1J 6QD
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Administrator and Registrar IOMA Fund and Investment Management Limited IOMA House Hope Street Douglas Isle of Man IM1 1AP
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Client Liaison & Fund Administration Close Investments Limited (until 25 February 2011) 10 Crown Place London EC2A 4FT
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Principal Bankers | Legal Advisers as to Isle of Man Law |
Bank of Scotland 1st Floor, No 8 Prince's Parade Prince's Dock Liverpool L3 1DL
Nationwide Building Society Hogarth House 136 High Holborn London WC1V 6PX
Property Valuers DTZ Debenham Tie Leung 10 Colmore Row Birmingham B3 2QD | Cains Advocates Limited Fort Anne Douglas Isle of Man IM1 5PD
Legal Advisers as to UK Law Osborne Clarke LLP 1 London Wall London EC2Y 5EB
Gibson, Dunn & Crutcher LLP Telephone House 2-4 Temple Avenue London EC4Y 0HB |
Related Shares:
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