7th Mar 2013 07:00
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 2012:
Highlights
·; Adjusted earnings per ordinary share from continuing activities - 6.8 pence for the year ending 31 December 2012 (0.4 pence for the year ending 31 December 2011*).
·; New lettings - 80 new lettings and 35 lease renewals achieved during the twelve months to 31 December 2012, (represents 16.9% of the estimated rental value of the total portfolio, based on the final achievable annual rent including stepped rent).
·; Additional contracted rent - £0.6 million per annum of additional passing rent is contracted to start during the twelve months to 31 December 2013, benefiting cash flow.
·; Occupancy improved - the occupancy level by estimated rental value ("ERV") stood at 80.8% as at 31 December 2012 (78.9% as at 31 December 2011*).
·; Adjusted net asset value per ordinary share - 248 pence as at 31 December 2012 (311 pence at 31 December 2011).
·; Borrowings reduced - bank borrowings reduced by £1.2 million during the twelve months to 31 December 2012. The Group is currently in active negotiations to refinance its loan facilities within the current bank granted extensions to 31 March 2013 and 30 April 2013.
·; Loan to value ("LTV") - loan to value ratio on secured borrowings of 71.3% as at 31 December 2012 (68.1% as at 31 December 2011*).
6.8p
Adjusted earnings per share ("EPS") of 6.8 pence
80
80 new lettings during the year
80.8%
Occupancy rate increased during the year
£1.2m
Bank borrowings reduced by £1.2 million over the year
*All references within the Highlights (unless otherwise stated) exclude CHIP (Six) Limited, a subsidiary of Alpha UK Multi Property Trust Plc. In compliance with IFRS5, the 2011 Group comparatives have been restated, as CHIP (Six) Limited's discontinued operations have been removed from continuing activities.
Contact:
Jonathan Clague
Chairman, Alpha UK Multi Property Trust PLC
01624 681250
Tom Pissarro
Investment Adviser and 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 Investment Adviser and Manager please visit www.alpharealcapital.com
FORWARD-LOOKING STATEMENTS
These results contain forward-looking statements which are inherently subject to risks and uncertainties because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements are based on the Board's current view and information known to them at the date of this statement. The Board does not make any undertaking to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Nothing in these results should be construed as a profit forecast.
Company summary and objectives
Objectives
Alpha UK Multi Property Trust Plc ("the Company") and its subsidiaries (together "the Group") was incorporated in the Isle of Man on 10 June 2002 as a closed-ended investment company and invests in higher yielding UK commercial property. The key objectives are:
·; Increase earnings and cash flow - increase occupancy in the portfolio and reduce expenses.
·; Protect and enhance asset values - prudent investment in selected portfolio properties.
·; Strengthen the balance sheet - reduce bank borrowings progressively, consistent with the investment programme for the property portfolio.
Dividends
The Company paid no dividends during the year and no dividend is currently proposed. (2011: £nil)
Listing
The Company is a closed-ended Isle of Man registered investment company which has been declared under the relevant legislation to be a closed-ended Collective Investment Scheme. Its shares are listed on the Official List of the UK Listing Authority and are traded on the London Stock Exchange.
Management
The Company's Investment Adviser and Manager is Alpha Real Capital LLP ("Alpha"). Control of the Company rests with the non-executive Isle of Man based Board of Directors.
ISA/SIPP status
The Company's shares are eligible for Individual Savings Accounts (ISAs) and Self Invested Personal Pensions (SIPPs).
Website
www.alphaukmultipropertytrust.com
Financial highlights
Year ended 31 December 2012 | Year ended 31 December 2011 | |
Adjusted net asset value (£'000) | 20,896 | 26,167 |
Net asset value (£'000) | 20,896 | 25,310 |
Net asset value per ordinary share (pence) | 248.5 | 301 |
Adjusted net asset value per ordinary share (pence) | 248.5 | 311 |
Consolidated loss after taxation (£'000) | (4,414) | (1,369)* |
Earnings per ordinary share (pence)1 | (52.5) | (16.0)* |
Adjusted earnings per ordinary share (pence) 1 | 6.8 | 0.4* |
¹The adjusted earnings are presented to provide what the Board believes is a more appropriate assessment of the operational income accruing to the Group's activities. Hence, the Board adjusts basic earnings for income and costs which are not of a recurrent nature or which may be more of a capital nature.
* In compliance with IFRS5, the 2011 Group comparatives have been restated as Chip (Six) Limited's discontinued operations have been removed from continuing operations.
Chairman's statement
I am pleased to present the Annual Report and the Consolidated Financial Statements of Alpha UK Multi Property Trust Plc for the year ended 31 December 2012.
Property performance
Focus throughout the year has remained on active asset management within the portfolio with particular emphasis on the retention of tenants and the letting of vacant units to enhance the Group's income. In this challenging market the Group has achieved 80 new lettings and 35 lease renewals increasing occupancy levels by ERV across the Group by 1.9% to 80.8% as at 31 December 2012 compared with 78.9% as at 31 December 2011. Further detail on asset management progress appears in the Investment Adviser and Manager's report.
In the context of a challenging market environment, the portfolio valuation on a like for like basis fell by £5.4 million (6.1%) to £84.3 million at 31 December 2012. A full evaluation of the Group's property portfolio performance can be found in the Investment Adviser and Manager's report.
Financial performance
Adjusted earnings per share were 6.8 pence during the year (Dec 2011*: 0.4 pence per share). This significant improvement in earnings is a result of the increase in the occupancy level within the Group and continued active strategy to control expenditure and void costs.
The adjusted NAV per ordinary share at 31 December 2012 is 248.5 pence (2011: 311 pence). This fall is attributable to the revaluation of investment properties during the year.
Bank borrowings and financing
The Group is currently in discussions with existing lenders, Bank of Scotland and Nationwide Building Society, and alternative banks and providers of capital regarding the refinancing of the Group's loan facilities. While negotiations continue, the Group's facility with Nationwide in respect of the Company's wholly owned subsidiary, CHIP (Two) Limited has been extended to 31 March 2013 and the Group's facility with Bank of Scotland in respect of the Company's wholly owned subsidiaries, CHIP (One) Limited, CHIP (Three) Limited, CHIP (Four) Limited and CHIP (Five) Limited has been extended to 30 April 2013.
During the year Group debt was reduced by £1.2 million to £60.1 million at 31 December 2012 (December 2011*: £61.3 million). Further details on the Group's bank borrowings are provided in note 26 and within the Investment and Adviser and Manager's report.
Convertible Unsecured Loan Securities ("CULS")
The CULS are due to mature on 30 June 2013, and based on the current share price are not expected to be converted into equity, hence would be due for repayment. Although there are currently insufficient cash reserves to repay the CULS, the Board has reasonable expectations that suitable re-financing arrangements will be implemented within the remaining period to maturity. Further details on the CULS are provided in note 25 to the financial statements.
Continuation vote
In accordance with the articles of the Company, a continuation vote shall be put to shareholders at the annual general meeting to be held in 2013.
CHIP (Six) Limited
There have been no further developments since the interim management statement on 10 May 2012 when the appointment of Mazars LLP as liquidator was reported. It is not expected that the liquidation of CHIP (Six) Limited will yield any surplus assets to be attributed to the Company after discharging liabilities to creditors and meeting the costs of liquidation. CHIP (Six) Limited investment properties are expected to be liquidated in the first half of 2013.
*In compliance with IFRS5, the 2011 Group comparatives have been restated as CHIP (Six) Limited's
discontinued operations have been removed from continuing operations
The Board
I would like to welcome Mark Rattigan, who joined the board in May 2012, as an alternate director to Phillip Rose. Mark is the Chief Operating Officer of Alpha Real Capital LLP, the Investment Adviser and Manager, and brings a wealth of commercial experience which will be of great value to the Group. His biography is outlined later in the annual report.
Outlook
Alpha UK Multi Property Trust Plc enters into a new financial year clear on its priorities. Our aim is to secure refinancing of its loan facilities and make further progress in preserving and improving the profile of income from its property portfolio.
Subject to the satisfactory conclusion of the refinancing negotiations, the Board believes that the Group's strategy shall provide a strong platform from which to rebuild shareholder value over the medium term.
Jonathan Clague
Chairman
6 March 2013
Investment Adviser and Manager's report
The Investment Adviser and Manager's strategy to deliver shareholder value will continue to focus on the following objectives:
·; To enhance net rental income - the marketing strategy for vacant units will aim to meet tenant requirements for good quality affordable accommodation on flexible lease terms.
·; To selectively 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 attract additional tenant demand. The Investment Adviser and Manager is also looking to identify opportunities to extend leases and or remove tenant breaks where appropriate value can be unlocked.
To undertake limited strategic sales - disposals may be considered where it is believed that the price likely to be achieved will benefit shareholder returns.
·; To reduce borrowings through rental surplus and to reduce the LTV ratio.
The strategy to concentrate on active asset management initiatives within the portfolio offers tangible opportunities to generate strong positive cash flow in the future.
Portfolio overview
Portfolio by region | Total as a percentage of Market Value | \* Total as a percentage of Market Value | |
December | December | ||
2012 | 2011 | ||
% | % | ||
Midlands | 29 | 29 | |
East of England | 21 | 21 | |
North East | 2 | 2 | |
North West | 9 | 9 | |
South East | 10 | 10 | |
South West | 18 | 18 | |
Wales | 1 | 1 | |
Yorkshire & Humberside | 10 | 10 | |
Total | 100 | 100 |
Portfolio by sector | Total as a percentage of Market Value | \* Total as a percentage of Market Value | |
December | December | ||
2012 | 2011 | ||
% | % | ||
Light Industrial Properties | 79 | 79 | |
Office Properties | 20 | 20 | |
Retail Properties | 1 | 1 | |
Total | 100 | 100 |
*In compliance with IFRS5, the 2011 Group comparatives have been restated as CHIP (Six) Limited´s
discontinued operations have been removed from continuing operations.
The portfolio predominantly comprises a well diversified portfolio of 55 multi let properties offering 531 leasable units with a total floor area of approximately 169,700 square metres (approximately 1.8 million square feet) all of which are located in the UK. The properties offer attractively priced accommodation for local and regional occupiers.
Of the total portfolio, approximately 79% is invested in light industrial property, 20% in offices and 1% retail in terms of capital value.
Tenants have continued to favour shorter term flexible leases and against this background the weighted average lease length is 3.7 years to expiry and 2.3 years to the next tenant break or lease expiry.
Asset management review
The occupational market has continued to be challenging, however, the Group's flexible approach to meeting tenant demand has been successful in reducing the number of vacant units: 80 new lettings and 35 lease renewals were completed during the year, with a further 11 units under offer as at 31 December 2012. Many of the leases incorporate stepped increases in rents and there is an additional £0.6 million per annum of contracted rent due to start during the next 12 months which will benefit cash flow.
In addition tenant retention has improved with 52 tenants (6.7% of ERV) exercising a lease break or vacating at lease end, compared with 61 tenants (8.0% of ERV) during the same period last year. The number of new lettings and tenant retention is encouraging, and accordingly notable progress has been made in increasing occupancy. Based on ERV, the occupancy level stood at 80.8% as at 31 December 2012 compared to 78.9% as at 31 December 2011.
Tenant insolvency has stabilised with a similar number of tenants, 14 (2.0% of "ERV"), becoming insolvent as in the same period last year.
Based on the current total portfolio ERV, there is also a potential additional rent of £2.6 million per annum assuming the portfolio were to become fully let and income producing
Activity | Number of Tenants | Rent £'000 | As % of Estimated Rental Value |
Tenant lease breaks exercised | 10 | 163 | 1.6 |
Tenant vacated at lease end | 42 | 518 | 5.1 |
Tenant insolvency | 14 | 206 | 2.0 |
New letting completed | 80 | 1,152* | 11.3 |
Tenant leases renewed | 35 | 572* | 5.6 |
*Final achievable annual rent including stepped rents.
Valuation
On a like for like basis, the independent valuation of the portfolio, by DTZ as at 31 December 2012, has decreased by £5.4 million (6.1%) to £84.3 million, reflecting current market and occupational conditions. The average capital value of the portfolio is £497 per square metre (£46 per square foot). The overall LTV ratio on secured bank borrowing was 71.3% as at 31 December 2012 (68.1% 31 December 2011*)
Financing
CHIP (Two) Limited
The loan facility of £8.65 million provided by Nationwide Building Society in respect of the Company's wholly owned subsidiary, CHIP (Two) Limited which was due to expire on 23 January 2013 has been extended to 31 March 2013. The facility is non-recourse to the Company. Discussions with Nationwide Building Society and alternative banks and providers of capital are continuing in order to pursue a further extension to, or refinancing of, this loan facility.
*In compliance with IFRS5, the 2011 Group comparatives have been restated as CHIP (Six) Limited´s
discontinued operations have been removed from continuing operations.
CHIP (One) Limited, CHIP (Three) Limited, CHIP (Four) Limited and CHIP (Five) Limited
The loan facility of £51.4 million provided by Bank of Scotland in respect of the Company's wholly owned subsidiaries, CHIP (One) Limited, CHIP (Three) Limited, CHIP (Four) Limited and CHIP (Five) Limited expired on 31 January 2013. The loan facility with Bank of Scotland has been extended to 30 April 2013. The facility is non-recourse to the Company. Discussions with the Bank of Scotland and alternative banks and providers of capital are continuing in order to pursue a further extension to, or refinancing of, this loan facility.
The Investment Adviser and Manager continues to pursue a refinancing package on behalf of the Group in order to provide a stable financing platform from which the strategy to deliver shareholder value can be executed.
UK Economy
A gradual recovery in GDP growth is expected during 2013 with Oxford Economics anticipating UK GDP output to expand by 1% during the year ahead, with further growth of 2.1% predicted for 2014. Positive contributions from temporary factors such as the Olympic and Paralympic Games helped boost growth for the UK economy during 2012, with the UK exiting technical recession with 0.9% growth between the second and third quarter of 2012. However, following the dissipation of these short-lived positive effects GDP output contracted by 0.3% during the fourth quarter of the year.
UK consumer spending staged a modest recovery in 2012 as the rate of inflation declined and employment growth improved. Consumer spending is anticipated to rally in the year ahead as the combined benefits of low inflation and a resilient labour market help boost purchasing power.
Commercial property overview
Capital values for prime property assets stabilised during the twelve months ending 31 December 2012. By contrast secondary (which best categorises the Group's property portfolio) values have continued to weaken during the year.
Investment volumes were subdued throughout 2012. Limited investor appetite for property assets outside Central London continued as investors remained cautious and focused on prime buildings in relatively liquid transaction markets. Activity in the secondary sector remained at a low ebb with vendors reluctant to sell to investors typically applying significant discounts for the perceived increase in risk.
Occupational demand within the broader light industrial sector improved during the latter part of 2012 as occupiers sought to take advantage of current market conditions and pushed take-up levels of industrial space to their highest level since Q2 2010. Industrial rents have remained broadly stable during the previous twelve months however they are forecast to grow, on average, by 1.3% per annum until 2017, as limited supply and pipeline stock meet increased occupier demand.
Whilst subdued domestic growth continues it is anticipated that investors will continue to favour low risk assets during 2013. It remains to be seen whether parts of the secondary market, with the potential for active asset management, hold increased appeal for investors in the year ahead.
Conclusion
Despite the current challenging market conditions, good progress continues to be made in retaining tenants and letting up the vacant properties. Accordingly, both overall occupancy levels and adjusted earnings per share have improved. Not withstanding this, the investment market for the type of secondary assets owned by the Group remains subdued and there is a risk of further downward pressure on valuations.
The immediate goal remains to conclude the refinancing programme for the Group, and continue to build on the asset management success delivered during the previous twelve months.
Tom Pissarro
Alpha Real Capital LLP
Investment Adviser and Manager
7 March 2013
Directors
Jonathan Clague, Chairman
Jonathan Clague is a resident of the Isle of Man. He is the non-executive chairman of Heron & Brearley, a leading Manx brewer and public house operator, a non-executive director of Diamond Circle Capital Plc and, previously, was a non-executive director of Isle of Man Bank, NatWest Offshore Limited, Sun Alliance (IOM) Limited and PFI Infrastructure Company.
Geoffrey Black, Director
Geoffrey Black is a resident of the Isle of Man. He is a Fellow of the Royal Institution of Chartered Surveyors and is a senior partner of Black Grace Cowley, a leading firm of commercial property agents on the Isle of Man. Geoffrey has more than 30 years experience in both the commercial and residential property markets and has acted for major UK institutions, such as Barclays Bank Plc, and for the Isle of Man government.
Donald Lake, Director
Donald Lake is a resident of the Isle of Man. He is a Fellow of the Royal Institution of Chartered Surveyors and has many years experience of the UK commercial property market both as an adviser to investment funds and as a principal. Donald is Chairman of Unitech Corporate Parks plc an AIM listed company engaged in large-scale projects in India, a director of its subsidiaries in Mauritius and a member of its Audit Committee. He is also a director of other companies active in the UK and elsewhere, and advises private clients on the Isle of Man and in the UK.
Philip Scales, Director - Chairman of the Audit Committee
Philip Scales is a resident of the Isle of Man. He is a Fellow of the Institute of Chartered Secretaries and Administrators and the managing director of the Company's Administrator, IOMA Fund and Investment Management Limited. Philip was previously the managing director of Barings (Isle of Man) Limited, which was acquired by Northern Trust in 2005. Philip has more than 34 years experience in corporate and mutual fund administration and is currently on the boards of a number of listed companies.
Phillip Rose, Director
Phillip Rose is a Fellow of the Securities Institute and holds a Master of Law degree. He has over 30 years experience in the real estate, funds management and banking industries in Europe, the USA and Australasia. He has been the Head of Real Estate for ABN AMRO Bank, Chief Operating Officer of European shopping centre investor and developer TrizecHahn Europe, Managing Director of retail and commercial property developer and investor Lend Lease Global Investment and Executive Manager of listed fund General Property Trust.
Phillip is currently Chief Executive Officer of the Company's Investment Adviser and Manager, Alpha Real Capital LLP, and. is also a member of the Management Committee of the Hermes Property Unit Trust and its Audit Committee.
Mark Rattigan, Alternate Director to Phillip Rose (Appointed as Alternate Director on 3 May 2012)
Mark holds a Bachelor of Civil Engineering (Honours) from the University of Sydney and an Investment Management Certificate from the UK Society of Investment Professionals.
He has previously been Chief Operating Officer and Director - Finance and Operations at RREEF (Deutsche Bank's real estate funds management group) based in London. He has over 25 years experience in real estate, funds management and investment banking. His experience includes 13 years in real estate investment banking with Deutsche Bank, HSBC Investment Bank and Macquarie Bank in both London and Sydney and 5 years as a property development manager at Lend Lease.
Mark is currently Chief Operating Officer of the Company's Investment Adviser and Manager, Alpha Real Capital Capital LLP.
Directors' report
The Directors present herewith the Annual Report and Consolidated Financial Statements of the Group for the year ended 31 December 2012. The Corporate Governance Statement stated later in this announcement forms part of this Directors' report by reference.
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. Its shares are listed on the Official List of the UK Listing Authority and have been traded on the London Stock Exchange since their listing on 4 April 2003. The Company's shares are traded on the London Stock Exchange.
In accordance with the Listing Rules of the UK Listing Authority, 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.
Business review
A review of the business during the year is contained in the Chairman's statement on later in this announcement.
Results and dividends
The results for the year are set out in the financial statements.
Commentary on the net asset value and performance is given in the Chairman's Statement and Investment Adviser and Manager's Report which are incorporated into this Directors' report by reference.
The Company paid no dividends during the year and no dividend is currently proposed. (2011: nil)
Corporate governance
The information fulfilling the requirements of the Corporate Governance Statement can be found in this
Directors' report and later in this announcement, which are incorporated into this Directors' report by reference.
Directors
Biographical details of the Directors of the Company who served during the year are given later in this announcement. Their interests in the share capital of the Company are shown below:
Directors Shareholding | 31 December 2012 | 31 December 2011 |
Number of Ordinary shares held | Number of Ordinary shares held | |
Jonathan David Clague | 15,500 | 15,500 |
Geoffrey Paul Raineri Black | 7,000 | 7,000 |
Donald Lake | 32,900 | 32,900 |
Philip Peter Scales | - | - |
Phillip Rose | - | - |
Financial instruments
Information about the use of financial instruments by the Group is given in note 22 to the financial statements.
Post balance sheet events
Details of significant events since the balance sheet date are contained in note 31 to the financial statements.
Substantial shareholdings
Shareholders holding 3% or more of the Ordinary Shares of the Company as at 31 December 2012 | Number of Ordinary shares held '000
| % of share capital held |
Alpha Real Trust Limited | 1,573 | 18.7 |
During the period between 31 December 2012 and 7 March 2013 the Company did not receive any notifications under chapter 5 of the Disclosure and Transparency Rules. Property Investment Portfolio plc has completed the sale of the majority of its assets on 3 December 2012 to Alpha Real Trust Limited (ART).
Substantial shareholdings
Shareholders holding 3% or more of the Ordinary Shares of the Company as at 31 December 2011 | Number of Ordinary shares held '000
| % of share capital held |
Property Investment Portfolio plc | 1,573 | 18.7 |
Directors' indemnities
On 4 October 2012, a third party indemnity (Director and Officer insurance) was given by the Company to the Directors in terms which comply with Company law and remains in force at the date of this report.
Essential contracts
The Group has no contractual or other arrangements which are considered essential to the business.
Company Secretary
Martin Katz served as Secretary throughout the year.
Going concernThe Directors have concluded that the Company and the Group is considered to be a going concern and as a result of this the consolidated financial statements for the year ended 31 December 2012 have been prepared on the going concern basis. In concluding that it is appropriate to prepare the financial statements on a going concern basis the Board has made assumptions that the current loan facilities and the CULS will be refinanced. Further detail on the accounts preparation basis is provided in note 2 to the financial statements.
Continuation vote
Shareholders will be given the opportunity to vote for the Group to continue in existence for the next three years as a closed ended investment company at the annual general meeting ("AGM") which is expected to be held in 2013. The continuation vote shall be proposed as an ordinary resolution and accordingly will require a simple majority of votes casts at the AGM to be passed.
Jonathan Clague
Chairman
7 March 2013
Corporate governance statement
The Board of Directors is accountable to the Company's shareholders for the management and control of the Company's activities and is committed to appropriate standards of corporate governance. The statement below explains how the Company applies the principles set out in the UK Corporate Governance code (''the Code'') published by the Financial Reporting Council and contains the information required by chapter 7 of the Disclosure and Transparency Rules.
Statement of compliance
The Company has, other than where stated below, complied fully with the provisions set out in the Code during the year ended 31 December 2012:-
·; No senior independent director has been appointed.
·; As matters relating to remuneration and nominations are dealt with at regular board meetings, no separate Remuneration and Nomination committees have been established.
The Directors consider this structure to be a practical solution bearing in mind the Company's size and needs.
Further explanation of how the principles and the supporting principles have been applied is set out below, in the Directors' Remuneration report, and the Audit Committee report.
Role of the Board
The Board has determined that its role is to consider and determine the following principal matters which it considers are of strategic importance to the Company:
1) review the overall objectives for the Company and set the Company's strategy for fulfilling those objectives within an appropriate risk framework;
2) consider any shifts in strategy that it considers may be appropriate in light of market conditions;
3) review the capital structure of the Company including consideration of any appropriate use of gearing for the Company in which the Company may invest from time to time;
4) appoint the Investment Adviser and Manager, Administrator and other appropriately skilled service providers and monitor their effectiveness through regular reports and meetings;
5) review key elements of the Company's performance including the net asset value, earnings per share, adjusted net asset value per share, adjusted earnings per share and payment of dividends.
The Board has adopted a schedule of matters reserved for its decisions and a schedule of matters delegated to the Investment Adviser and Manager, both of which are reviewed at least annually. The Board reserves approval for all significant or strategic decisions including property acquisitions, disposals, significant capital expenditure and financing transactions. The Directors are entitled to take independent professional advice as and when necessary. The Board ensures that all strategic matters are considered and resolved at Board Meetings.
Board Meetings
The Board meets at least quarterly and as required from time to time to consider specific issues reserved for decisions by the Board including all potential acquisitions and disposals, significant capital expenditure and leasing matters and decisions relating to the Company's financial gearing, the purpose of which is to ensure the long-term success of the Company for its shareholders.
Certain matters relating to the implementation of the Company's strategy are delegated either to the Investment Adviser and Manager or the Administrator but the performance of such delegation by these independent agents is regularly monitored by the Board.
At the Board's quarterly meetings, it considers papers circulated in advance including reports provided by the Investment Adviser and Manager. The Investment Adviser and Manager's report comments on:
·; The UK property markets, including recommendations for any changes in strategy that the Investment Adviser and Manager considers may be appropriate
·; Performance of the Group's portfolio and key asset management initiatives
·; Transactional activity undertaken over the previous quarter and being contemplated for the future
·; The Group's financial position including relationships with bankers and lenders
The Administrator provides a quarterly compliance, company secretarial and regulatory report.
The reports enable the Board to assess the success with which the Group's property strategy and other associated matters are being implemented and also consider any relevant risks and to consider how they should be properly managed.
The Board also considers reports provided from time to time by its various service providers reviewing their internal controls.
In between its regular quarterly meetings, the Board has also met on a number of occasions during the year to approve property transactions and for other matters.
The table below shows the attendance at Board and other Committee meetings during the year to 31 December 2012:
Director | Board | Audit Committee |
Jonathan David Clague | 11 | N/A |
Geoffrey Paul Raineri Black | 11 | 4 |
Donald Lake | 11 | 4 |
Philip Peter Scales | 10 | 4 |
Phillip Rose
| 5 | N/A |
No of meetings during the year | 11 | 4 |
Messrs Clague, Black, Lake and Scales are non-executive directors and are considered to be independent. Mr Rose is a non-executive director of the Company but is also Chief Executive Officer of Alpha Real Capital LLP, the Investment Adviser and Manager.
The terms and conditions of appointment of non-executive Directors are available for inspection by any person at the Company's registered office and at the Annual General Meeting.
The Board has undertaken an annual evaluation of its own performance and that of its committees and Directors. All Directors are subject to an annual performance evaluation, which is an on-going exercise. As part of this evaluation, the Chairman confirms that the retiring Directors continue to demonstrate commitment to their role and responsibly fulfil their functions on the Board and its committees.
Statement of Directors' responsibility
Company law requires the Directors to prepare the annual report and 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.
Risk management and internal control
The Board recognises its ultimate responsibility for the Company's system of internal control. The Board understands its responsibility for ensuring that there are sufficient, appropriate and effective systems, procedures, policies and processes for internal control of financial, operational, compliance and risk management matters in place in order to manage the risks which are an inherent part of the business. The process for significant risks is in accordance with Turnbull Guidance.
The Board attaches considerable importance to the Group's systems of internal control and risk management by establishing a continuous process for identifying, evaluating and managing the risks which the Group faces.
During 2012, the exposures to risk, including the changing environments with the property sector and potential adverse consequences of the global economic downturn, and refinancing risks were closely monitored by the Directors.
The Audit Committee, along with the Board, has responsibility for monitoring the work carried out under contractual arrangements, and delegated authorities as appropriate, by the Investment Adviser and Manager, the Administrator, the Property Manager and Property Valuer. This, combined with frequent communication with the external auditors ensures that sufficient controls for managing risks are in place in line with the Code.
Risk management covers operations, security, compliance, finance, legal and strategy. The Board monitors these areas closely and matters are reviewed at meetings of the Audit Committee.
However, internal controls are designed to manage rather than eliminate the risk of failure to achieve business objectives, and the Board recognises that any system can only provide reasonable and not absolute assurance against material misstatement or loss.
Audit Committee report
The Audit Committee members are Philip Scales (Chairman of the Audit Committee), Donald Lake and Geoffrey Black. The Audit Committee meets not less than three times a year; there is one meeting to approve the audit plan and one each for the interim and final announcements. The Chairman of the Audit Committee reports back to the Board on key financial reporting judgements. The main role and responsibilities of the Audit Committee include:
·; to monitor the integrity of the financial statements of the Company and any formal announcements relating to the Company's financial performance, reviewing significant financial reporting judgements contained in them
·; to review the Company's internal financial controls and to review the Company's internal control and risk management systems
·; to make recommendations to the Board, for it to put to the shareholders for their approval in general meeting, in relation to the appointment, re-appointment and removal of the external auditor and to approve the remuneration and terms of engagement of the external auditor
·; to review and monitor the external auditor's independence and objectivity and the effectiveness of the audit process, taking into consideration relevant UK professional and regulatory requirements
·; to develop and implement policy on the engagement of the external auditor to supply non-audit services, taking into account relevant ethical guidance regarding the provision of non-audit services by the external audit firm, and to report to the Board, identifying any matters in respect of which it considers that action or improvement is needed and making recommendations as to the steps to be taken
The terms of reference of the Audit Committee are available for inspection by any person at the Company's registered office and at the Annual General Meeting.
The Committee discharged its obligations in respect of the financial year as follows:
·; Financial reporting during the year: the Audit Committee reviewed the interim and annual financial statements. The Audit Committee received a report from the external auditors setting out accounting or judgemental issues which required its attention. The auditors' report was based on a full audit (annual report) and a high level review (interim report) respectively. The Audit Committee also advised the Board on a number of other matters.
·; Internal Audit: the Group does not have an internal audit function. It has carried out a Group risks and control review and has also carried out a review of controls in the debtors cycle.
Members of the Audit Committee may also, from time to time, meet with the Company's property valuer to discuss the scope and conclusions of their work.
Policy for non audit services
The Audit 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, at the regular Audit Committee meetings. Ernst & Young has provided consultancy services in respect of refinancing the loan facilities. The Company was charged £43k for this service.
Internal audit
The Group has no employees and therefore the Board is reliant upon the systems and procedures employed by the Investment Adviser and Manager and the Administrator which are regularly reviewed and are considered to be sufficient to provide it with the required degree of comfort. Resulting from this, the Board continues to believe that there is no need for an internal audit function, although it continues to monitor such need on an annual basis.
Investment Adviser's and Management Agreement
The Company has an Investment Adviser's and Management Agreement with the Investment Adviser and Manager. This sets out the Investment Adviser and Manager's key responsibilities which include proposing a property investment strategy to the Board, The Investment Adviser and Manager is also responsible to the Board for all issues relating to property asset management.
Remuneration report
During the year the Directors received the following remuneration in the form of fees from the Company:
Directors Fees | 31 December 2012 | 31 December 2011 |
£ | £ | |
Jonathan David Clague | 20,000 | 20,000 |
Geoffrey Paul Raineri Black | 15,000 | 15,000 |
Donald Lake | 15.000 | 15,000 |
Philip Peter Scales | 15,000 | 15,000 |
Phillip Rose | 15,000 | 15,000 |
Shareholder relations
Shareholder communications are a high priority of the Board. Members of the Investment Adviser and Manager's Investment Committee make themselves available at all reasonable times to meet with key shareholders and sector analysts. Feedback from these sessions is provided by the Investment Adviser and Manager at the quarterly Board meetings.
In addition, the Board is also kept fully appraised of all market commentary on the Company by the Investment Adviser and Manager and other professional advisors.
Throughout this process the Board seeks to monitor investor relations and to ensure that the Company's communication programme is effective.
The Company has always encouraged a regular dialogue with its shareholders at the AGM. The Chairman and the Investment Adviser and Manager will be available at the Annual General Meeting to answer any questions that shareholders attending may wish to raise.
The Company also organises roadshows in the UK and participates in sector conferences. All the Directors are accessible to all shareholders and queries received verbally or in writing are immediately addressed.
Announcements are made to the London Stock Exchange and the business media concerning business developments to provide wider dissemination of information. Registered shareholders are sent copies of both the annual report and the interim report.
Going concern
The Directors have concluded that the Company and the Group is considered to be a going concern and as a result of this the consolidated financial statements for the year ended 31 December 2012 have been prepared on the going concern basis. In concluding that it is appropriate to prepare the financial statements on a going concern basis the Board has made assumptions that the current loan facilities and the CULS will be refinanced, and the continuation vote will be approved by shareholders. Further detail on the accounts preparation basis is provided in note 2 to the financial statements.
Jonathan Clague
Chairman
7 March 2013
Directors' statement pursuant to the Disclosure and Transparency Rules
Each of the Directors, whose names and functions are listed in the Directors' Report confirm that, to the best of each person's knowledge and belief:
·; The Group financial statements, which have been prepared, in accordance with IFRSs, give a true and fair view of the assets, liabilities, financial position and loss of the Group and Company, and
·; The Chairman's Statement, Investment Adviser and Manager's report and Director's report includes a fair review of the development and performance of the business and the position of the Company and Group together with a description of the principal risks and uncertainties that they face.
By order of the Board,
Independent auditor's report
We were engaged to audit the financial statements of Alpha UK Multi Property Trust PLC for the year ended 31 December 2012 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 cash flow, company statement of changes in equity and the related notes 1 to 31. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting 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 Statement set out later in this announcement, 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 consolidated 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. Because of the matter described in the Basis for Disclaimer of Opinion paragraph, however, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion.
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. In addition we read all the financial and non-financial information in the annual report and consolidated financial statements to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
Basis for disclaimer of opinion on financial statements
The evidence available to us to confirm the appropriateness of preparing the financial statements on the going concern basis was limited for the reasons explained below. The assumptions made by the directors in forming their conclusions on going concern are set out in note 2, basis of preparation, to the financial statements. In relation to those assumptions, we have been unable to obtain sufficient appropriate evidence that the company and the group are able to:
a) refinance long term loan facilities that will mature within the next two months and refinance the convertible unsecured loan stock that will be due for repayment on 30 June 2013; and
b) achieve a successful outcome of the continuation vote scheduled for mid 2013.
As a result of this we have been unable to obtain sufficient appropriate audit evidence concerning the ability of the company and the group to continue as a going concern.
Disclaimer of opinion in the financial statements
Because of the significance of the matter described in the Basis for Disclaimer of Opinion on Financial Statements paragraph, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion. Accordingly we do not express an opinion on the financial statements.
Matters on which we are required to report by exceptionArising from the limitation of our work referred to above:
·; We have not obtained all the information and explanations that we considered necessary for the purpose of our audit.
We have nothing to report in respect of the following;
Under the Companies Acts 1931-2004 we are required 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.
Under the Listing Rules we are required to review:
·; The part of the Corporate Governance Statement relating to the company's compliance with the nine provisions of the UK Corporate Governance Code specified for our review.
Alan Thomas Lloyd-Jones
For and on behalf of
Ernst & Young LLC
Chartered Accountants
Douglas
Isle of Man
7 March 2013
Consolidated statement of comprehensive income
For the year ended 31 December 2012* | For the year ended 31 December 2011* | ||
(restated) | |||
Notes | £'000 | £'000 | |
Income | |||
Rental income from investment properties | 7 | 7,834 | 7,761 |
Other income | 7 | 22 | 20 |
7,856 | 7,781 | ||
Expenditure | |||
Investment Adviser and Manager's fee | 8 | (1,183) | (1,212) |
Property expenses | 8 | (1,909) | (2,314) |
Other expenses | 8 | (259) | (252) |
(3,351) | (3,778) | ||
(Losses)/Gains from investments | |||
Unrealised loss on revaluation of investment properties | 19
| (5,446) | (1,432) |
Realised gain on sale of investment property | - | 102 | |
Net operating (loss)/profit for the year before finance costs | (941) | 2,673 | |
Finance income | 9 | 564 | 165 |
Finance costs | 12 | (4,057) | (4,190) |
Net loss from ordinary activities before taxation on continuing operations | (4,434) | (1,352) | |
Taxation on ordinary activities | 14 | - | (17) |
Loss from ordinary activities after taxation on continuing operations | (4,434) | (1,369) | |
Discontinued operation
| |||
Total comprehensive loss attributable to members from discontinued operations | 21 | (66) | (1,492) |
Gain on deemed disposal of CHIP (Six) Limited | 21 | 86 | - |
Net profit/(loss) on discontinued operations | 20 | (1,492) | |
Total comprehensive loss for the year attributable to members | (4,414) | (2,861) | |
Earnings per share (pence) | |||
Loss for the year from continuing operations attributable to ordinary equity holders of the parent (pence per share) (basic and diluted) | 16 | (52.7) | (16.3) |
Loss for the year attributable to ordinary equity holders of the parent (pence per share) (basic and diluted) | 16 | (52.5) | (34.0) |
Adjusted earnings per share (pence) (basic and diluted) | 16 | 6.8 | 0.4 |
There are no other items that require disclosure in the consolidated statement of comprehensive income.
The accompanying notes are outlined later in this announcement are an integral part of this statement.
* Restated to reclassify the results of CHIP (Six) Limited from continuing operations to discontinued operations.
Consolidated balance sheet
As at 31 December 2012 | 2012 | 2011 | ||
Notes | £'000 | £'000 | ||
Assets | ||||
Non-current assets | ||||
Investment properties | 19 | 84,305 | 109,340 | |
84,305 | 109,340 | |||
Current assets | ||||
Interest rate hedging instruments | 22 | - | 80 | |
Trade and other receivables | 20 | 2,711 | 2,776 | |
Cash and cash equivalents | 4,519 | 4,518 | ||
Restricted cash | 26 | - | 450 | |
7,230 | 7,824 | |||
Total assets | 91,535 | 117,164 | ||
Current liabilities | ||||
Interest rate hedging instruments | 22 | - | 937 | |
Trade and other payables | 23 | 4,596 | 6,053 | |
Convertible unsecured loan stock | 25 | 5,977 | - | |
Bank borrowings | 26 | 60,066 | 79,728 | |
70,639 | 86,718 | |||
Non-current liabilities | ||||
Convertible unsecured loan stock | 25 | - | 5,136 | |
- | 5,136 | |||
Total liabilities | 70,639 | 91,854 | ||
Net assets | 20,896 | 25,310 | ||
Equity | ||||
Share capital | - Ordinary | 27 | 841 | 841 |
Share capital | - Deferred | 27 | - | 214 |
Distributable capital reserve | - Ordinary | 27 | 93,623 | 93,623 |
Capital redemption reserve | - Ordinary | 27 | 254 | 40 |
Other reserves | 27 | 268 | 268 | |
Revenue reserves | (74,090) | (69,676) | ||
Total equity | 20,896 | 25,310 | ||
Net asset value per ordinary share (pence) | 17 | 248.5 | 301 | |
Adjusted net asset value per ordinary share (pence) | 17 | 248.5 | 311 |
These financial statements were approved by the Board of Directors on 7 March 2013 and signed on its behalf by:
J D Clague | G Black | ||
Chairman | Director |
The accompanying notes later in this announcement are an integral part of this statement.
Consolidated and Company statement of changes in equity
Share Capital | Distributable Capital Reserve | Capital Redemption Reserve | Other Reserves | Retained profit | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
As at 1 January 2011 | 1,055 | 93,623 | 40 | 268 | (66,815) | 28,171 |
Total comprehensive loss for the year | - | - | - | - | (2,861) | (2,861) |
As at 31 December 2011 | 1,055 | 93,623 | 40 | 268 | (69,676) | 25,310 |
As at 1 January 2012 | 1,055 | 93,623 | 40 | 268 | (69,676) | 25,310 |
Total comprehensive loss for the year | - | - | - | - | (4,414) | (4,414) |
Cancellation of deferred shares | (214) | - | 214 | - | - | - |
As at 31 December 2012 | 841 | 93,623 | 254 | 268 | (74,090) | 20,896 |
Consolidated statement of cash flows
For the year ended | *For the year ended | For the year ended | |
31 Dec 2012 | 31 Dec 2011 | 31 Dec 2011 | |
audited | audited | audited | |
£'000 | £'000 | £'000 | |
Operating activities | |||
Loss before tax | (4,414) | (1,351) | (2,844) |
Adjustment to reconcile profit before tax to net cash flows | |||
Less realised gain on disposal of CHIP (Six) Limited | (86) | - | - |
Decrease in value of investment properties | 5,446 | 1,432 | 2,355 |
Profit on disposal of investment property | - | (102) | (102) |
Interest receivable | (22) | (20) | (20) |
Interest payable and similar charges | 4,033 | 4,190 | 5,403 |
Unrealised gain on hedging instruments | (542) | (145) | (325) |
Operating cash flows before movements in working capital | 4,415 | 4,004 | 4,467 |
Movements in working capital: | |||
(Increase)/Decrease in trade and other receivables | (52) | 20 | 164 |
(Decrease)/Increase in trade and other payables | (284) | 132 | 474 |
Tax paid | (53) | (83) | (83) |
Net cash flows from operating activities | 4,026 | 4,073 | 5,022 |
Investing activities | |||
Interest received | 22 | 20 | 20 |
Subsequent capital expenditure on investment properties | (1) | (103) | (115) |
Sale of investment property | - | 652 | 652 |
Net cash flows from investing activities | 21 | 569 | 557 |
Financing activities | |||
Interest paid | (2,983) | (2,923) | (4,102) |
Bank borrowings repaid | (1,202) | (1,815) | (1,860) |
Bank arrangement fee paid | (260) | (180) | (180) |
Loan repayment from CHIP (Six) Limited | - | (125) | - |
Transfer to blocked cash | 450 | 250 | - |
Sale proceeds from disposal of interest rate cap | 48 | - | - |
Net cash flows from financing activities | (3,947) | (4,793) | (6,142) |
Net decrease in cash and cash equivalents | 100 | (151) | (563) |
Less cash transferred on disposal of CHIP (Six) Limited | (99) | - | - |
Net increase/(decrease) in cash and cash equivalents | 1 | (151) | (563) |
Cash and cash equivalents at 1 January | 4,518 | 4,506 | 5,081 |
Cash and cash equivalents at 31 December | 4,519 | 4,355 | 4,518 |
The accompanying notes later in this announcement are an integral part of this statement.
*31 Dec 2012 Cash Flow statement has been re-presented as if CHIP (Six) Ltd has been discontinued from the start of the comparative period.
Company balance sheet
As at 31 December 2012 | 2012 | 2011 | ||
Notes | £'000 | £'000 | ||
Assets | ||||
Non-current assets | ||||
Investments in subsidiaries | 18 | - | - | |
- | - | |||
Current assets | ||||
Trade and other receivables | 20 | 24,390 | 27,651 | |
Cash and cash equivalents | 2,957 | 3,241 | ||
27,347 | 30,892 | |||
Total assets | 27,347 | 30,892 | ||
Current liabilities
| ||||
Trade and other payables | 23 | 474 | 446 | |
Convertible unsecured loan stock | 25 | 5,977 | - | |
6,451 | 446 | |||
Non-current liabilities | ||||
Convertible unsecured loan stock | 25 | - | 5,136 | |
- | 5,136 | |||
Total liabilities | 6,451 | 5,582 | ||
Net assets | 20,896 | 25,310 | ||
Equity | ||||
Share capital | - Ordinary | 27 | 841 | 841 |
Share capital | - Deferred | 27 | - | 214 |
Distributable capital reserve | - Ordinary | 27 | 93,623 | 93,623 |
Capital redemption reserve | - Ordinary | 27 | 254 | 40 |
Other reserves | 27 | 268 | 268 | |
Revenue reserves | (74,090) | (69,676) | ||
Total equity | 20,896 | 25,310 | ||
Net asset value per ordinary share (pence) | 17 | 248.5 | 301 | |
Adjusted net asset value per ordinary share (pence) | 17 | 248.5 | 311 |
These financial statements were approved by the Board of Directors on 7 March 2013 and signed on its behalf by:
J D Clague | G Black | ||
Chairman | Director |
Company statement of cash flows
For the year ended | For the year ended | |
31 December 2012 | 31 December 2011 | |
£'000 | £'000 | |
Operating activities | ||
Loss before tax | (4,414) | (2,861) |
Adjustment to reconcile profit before tax to net cash flows | ||
Unrealised gains on investments | 3,575 | - |
Realised gains on investments | (3,575) | - |
Provision for intercompany loans | 4,952 | 3,948 |
Interest receivable | (1,723) | (2,175) |
Interest payable and similar charges | 842 | 827 |
Operating cash flows before movements in working capital | (343) | (261) |
Movements in working capital: | ||
Decrease/(increase) in trade and other receivables | 10 | (594) |
Increase in trade and other payables | 28 | 359 |
Net cash flows from operating activities | (305) | (496) |
Investing activities | ||
Interest received | 22 | 20 |
Net cash flows from investing activities | 22 | 20 |
Financing activities | ||
Interest paid | (1) | (1) |
Loans made to group companies | - | (125) |
Net cash flows from financing activities | (1) | (126) |
Net decrease in cash | (284) | (602) |
Cash at 1 January | 3,241 | 3,843 |
Cash at 31 December | 2,957 | 3,241 |
Notes to the financial statements
For the year ended 31 December 2012
1 General information
The Company
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 registered office of the Company is IOMA House, Hope Street, Douglas, Isle of Man, IM1 1AP. 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.
Statement of comprehensive income presentation
The format of the consolidated statement of comprehensive income has been restated in order to present discontinued and continuing operations.
Balance sheet presentation
The format of the consolidated balance sheet has continued to be presented on the same basis as the last annual financial statements in order to present the Net Asset Value of the Group more clearly to investors.
Adjusted earnings per share and Adjusted Net asset value
The adjusted earnings per share and adjusted net assets are presented in the annual financial statements to provide what the Company believes is a more relevant assessment of the Group's earnings and net asset position.
2 Summary of significant accounting policies
Basis of preparation
The consolidated financial statements 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 Company is the pound sterling and there are no foreign exchange transactions. The Group's financial performance does not suffer materially from seasonal fluctuations.
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB) and also to comply with relevant Isle of Man law. As previously announced in the 2011 annual report and accounts, Nationwide appointed Law of Property Act receivers to manage the properties of CHIP (Six) Limited, and the Directors of CHIP (Six) Limited decided to take steps to commence a creditors' voluntary winding-up. The Group's other banking facility agreement with Nationwide remains unaffected by this event, and the Group's banking facility agreements with Bank of Scotland with four other subsidiaries of the Company also remain unaffected. The CHIP (Six) Limited facility is not cross collateralised with any other subsidiary of the Company, or the Company itself. Therefore the position of CHIP (Six) Limited does not affect the ability of the Group to continue as a going concern.
As a result, CHIP (Six) Limited has been recognised to have left the Group for consolidation purposes. The comparative consolidated statement of comprehensive income for the year ended 31 December 2011 has been restated to show the results of the continuing and discontinued operations.
The CULS are due for repayment on 30 June 2013, and based on the current share price are not expected to be converted into equity. Cash flow forecasts have been prepared on the assumption that the CULS will renegotiated with Alpha Real Trust Limited (formerly Alpha Tiger Property Trust Limited). The Board is of opinion that a successful solution will be implemented within the three month period remaining to maturity, although no formal discussions have been conducted.
As mentioned in the Investment Adviser and Manager's report the Bank of Scotland loan facility and the Nationwide loan facility expired in October 2012, and therefore need refinancing. The Group's facility with Nationwide in respect of the Company's wholly owned subsidiary, CHIP (Two) Limited has been extended to 31 March 2013 and the Group's facility with Bank of Scotland in respect of Company wholly owned subsidiaries, CHIP (One) Limited, CHIP (Three) Limited, CHIP (Four) Limited and CHIP (Five) Limited has been extended to 30 April 2013. Negotiations are currently ongoing with Bank of Scotland, Nationwide and a number of other banks. Indicative terms have been received from one bank to cover part of the loan but these are not yet finalised and are subject to credit committee approval. As part of the credit committee approval process the banks will undertake due diligence on the Group's cash flow projections and property portfolio and pricing will be finalised at that time.
In forming their view on whether it is appropriate to adopt the going concern basis in preparing the consolidated financial statements, the Board have reviewed cash flow projections to December 2016 to assess whether they are able to meet the covenant terms included in the indicative terms received from the banks. The projections include the following key assumptions:
·; new financing will be put in place based on the indicative terms received to date and for the remaining finance required, on the expected terms
·; rental income based on contracted rental income from tenants secured as at 31 December 2012
·; rental income from some of the void properties becoming occupied based on historic and anticipated vacancy periods
·; void costs and non recoverable costs changing based on expected occupancy rate
·; default rates based on expected and historic patterns
·; interest charges and arrangement fees have been based on existing loan terms and the indicative loan terms proposed by the banks in negotiations
·; property valuations remain at the 31 December 2012 valuation
However, there is uncertainty as to whether these assumptions will be met which could impact the Group's ability to refinance or meet the covenant terms.
The Board has reasonable expectation of meeting the funding requirements of the Group and on that basis, a continuation vote shall be put to shareholders at the annual general meeting to be held in 2013.
The Board has concluded that the circumstances surrounding the refinancing of the bank facilities and the CULS represent material uncertainties that cast significant doubt upon the Group's and the Company's ability to continue as a going concern. Whilst recognising these uncertainties, however the Board has a reasonable expectation that new facilities will be successfully completed. Following their refinance process the Board believes shareholders will approve the continuation of the Group and therefore it is appropriate to prepare the consolidated financial statements on a going concern basis. The consolidated financial statements do not reflect any adjustments that would have to be made should this not be the case.
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 when 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, transactions 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 loss on ordinary activities after taxation, £4.4 million loss (2011: £2.9 million loss) 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.
·; Lease incentives granted are recognised as an integral part of the net consideration for the use of the property and are therefore also recognised on the same straight line basis.
·; 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.
ExpensesAll expenses are calculated on an accruals basis. The Group's policy is to expense all property investment advisory fees. All other expenses are charged to the Consolidated 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 consolidated statement of comprehensive 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 latest valuation of the investment property.
Depreciation and amortisationIn accordance with IAS 40 "Investment Property", no depreciation or amortisation is provided in respect of investment properties.
Convertible 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 and Company balance sheets, 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 and Company balance sheets comprise cash at bank and short term deposits with an original maturity of three months or less. For the purposes of the Consolidated and Company statements 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 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 depositsTenant 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 is included as a component of operating lease income and recognised on a straight line basis over the lease term.
Investment in subsidiariesThe 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 three operating segments which are carried out in eight geographical locations, as detailed in note 6.
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 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, tenants' profile, 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 systems is reflected on commercial real estate markets. There was a significant reduction in transactions in 2011 and, to a lesser extent in 2012. Therefore, in arriving at their estimates of market values as at 31 December 2012 and 31 December 2011, the valuers used their market knowledge and professional judgement and did not rely solely on historical transactional comparables. In these circumstances, there was a greater degree of uncertainty than which exists in a more active market in estimating the market values of investment property.
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 24.
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% was determined by reference to similar mezzanine lending transactions at that time.
4 Changes and future changes in accounting standards
a) New standards, interpretations and amendments thereof, adopted by the Group
The accounting policies adopted are consistent with those of the previous year, except that the Group has adopted the following new and amended IFRS and IFRIC as of 1 January 2012:
IAS 12 Income Taxes - Recovery of Underlying Assets
The amendment clarified the determination of deferred tax on investment property measured at fair value and introduces a rebuttable presumption that deferred tax on investment property measured using the fair value model in IAS 40 should be determined on the basis that its carrying amount will be recovered through sale. It implies the requirement that deferred tax on non-depreciable assets that are measured using the revaluation model in IAS 16 always be measured on a sale basis of the asset. The amendment becomes effective for annual periods on or after 1 January 2012, but will not have any effect in the entity's performance or in its disclosures because the tax rate for these assets in the jurisdictions in which they are located does not differ if they are recovered by sale or use.
IFRS 7 Financial Instruments: Disclosures - Enhanced Derecognition Disclosure Requirements
The amendment requires additional disclosures about financial assets that have been transferred but not derecognised to enable the user of the Group's financial statements to understand the relationship with those assets that have been derecognised and their associated liabilities. In addition, the amendment requires disclosures about continuing involvement in derecognised assets to enable the user to evaluate the nature of, any risks associated with, the entity's accounting involvement in those derecognised assets. The amendment becomes effective for annual periods beginning on or after 1 July 2011. The entity did not have any assets with these characteristics, so there has not been any effect in the presentation of its financial statements
(b) Standards issued but not yet effective
Standards issued but not yet effective up to the date of issuance of the Group's financial statements are listed below. This listing is of standards and interpretations issued are those that the Group reasonably expects to have an impact on disclosures, financial position or performance when applied at a future date. The Group intends to adopt these standards when they become effective.
IAS 1 Financial Statement Presentation - Presentation of Items of Other Comprehensive Income
The amendment to IAS 1 change the grouping of items presented in Other Comprehensive Income. Items that could be reclassified (or recycled) to profit or loss at a future point in time (for example, upon derecognition or settlement) would be presented separately from items that will never be reclassified. The amendment will have no impact on the Group's financial position. The amendment becomes effective for annual periods beginning on or after 1 July 2012.
IFRS 9 Financial Instruments: Classification and Measurement
IFRS 9, as issued, reflects the first phase of the IASB's work on the replacement of IAS 39 and applies to classification and measurement of financial assets and financial liabilities as defined in IAS 39. The standard was initially effective for annual periods beginning on or after 1 January 2013, but Amendments to IFRS 9 Mandatory Effective Date of IFRS 9 and Transition Disclosures, issued in December 2011, moved the mandatory effective date to 1 January 2015. In subsequent phases, the IASB will address hedge accounting and impairment of financial assets. The adoption of the first phase of IFRS 9 will have an effect on the classification and measurement of the Group's financial assets, but will not have an impact on classification and measurements of financial liabilities. The Group will quantify the effect in conjunction with the other phases, when the final standard including all phases is issued.
IFRS 10 Consolidated Financial Statements
IFRS 10 replaces the portion of IAS 27 Consolidated and Separate Financial Statements that addresses the accounting for consolidated financial statements. IFRS 10 establishes a single control model that applies to all entities including special purpose entities. The changes introduced by IFRS 10 will require management to exercise significant judgement to determine which entities are controlled, and therefore are required to be consolidated by a parent, compared with the requirements that were in IAS 27. This standard becomes effective for annual periods beginning on or after 1 January 2013.
IFRS 11 Joint Arrangements
IFRS 11 replaces IAS 31 Interests in Joint Ventures and SIC-13 Jointly-controlled Entities - Non-monetary Contributions by Venturers. IFRS 11 removes the option to account for jointly controlled entities (JCEs) using proportionate consolidation. Instead, joint arrangements that meet the definition of a Joint Venture must be accounted for using the equity method. Otherwise joint arrangements are accounted for by recognizing the group's share of the arrangements assets and liabilities.
IFRS 11 becomes effective for annual periods beginning on or after 1 January 2013.
IFRS 12 Disclosure of Involvement with Other Entities
IFRS 12 includes all of the disclosures that were previously in IAS 27 related to consolidated financial statements, as well as all of the disclosures that were previously included in IAS 31 and IAS 28. These disclosures relate to an entity's interests in subsidiaries, joint arrangements, associates and structured entities.
A number of new disclosures are also required including:
- a requirement to disclose judgements made in determining if the Group controls, has joint control or significant influence over an entity
- a requirement to disclose judgements made in determining the type of joint arrangement in which the Group has an interest
The Group will disclose its judgement in respect of the entity currently excluded from the consolidated financial statements that will be included due to the existence of potential voting rights held within the Group.
This standard becomes effective for annual periods beginning on or after 1 January 2013.
IFRS 13 Fair Value Measurement
IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The Group is currently assessing the impact that this standard will have on the financial position and performance, but based on the preliminary analyses, no material impact is expected. This standard becomes effective for annual periods beginning on or after 1 January 2013.
5 Discontinued operations
A discontinued operation is a composition of the entity that either has been disposed of, or is classified as held for sale and:
- represents a separate major line of business or geographical area of operations;
- is a part of a single-coordinated plan to dispose of a separate major line of business or geographical area of operations; or
Prior year profit or loss from discontinued operations is presented in a single amount in the consolidated of comprehensive income. This amount comprises the post tax profit or loss of discontinued operations (see note 21). The relevant notes for the prior period have been re-stated to assist comparison.
The gain on deemed disposal is calculated as the difference between proceeds received (£nil) and the net liabilities of CHIP (Six) Limited at the date of the deemed disposal.
6 Segmental analysis
Rental income - segmental analysis*
Sector | 2012 | 2011* |
£'000
| £'000 | |
Industrial properties | 5,821 | 5,786 |
Office properties | 1,476 | 1,336 |
Retail properties | 48 | 48 |
Adjustments* | 489 | 591 |
Total rental income | 7,834 | 7,761 |
Region | 2012 | 2011* |
£'000
| £'000 | |
Midlands | 2,105 | 2,073 |
East of England | 1,400 | 1,364 |
North East | 139 | 164 |
North West | 691 | 699 |
South East | 760 | 689 |
South West | 1,483 | 1,444 |
Wales | 73 | 73 |
Yorkshire & Humberside | 693 | 664 |
Adjustments* | 490 | 591 |
Total | 7,834 | 7,761 |
* The rental information presented to the Board is in the form of the annual rent passing at the year end rather than being the rent spread on a straight line basis over the term of the lease in the way prescribed by IAS 17. Consequently the rent passing information presented to the Board is adjusted here to agree with the rental income in the Consolidated statement of comprehensive income.
The information disclosed in this note has changed from the prior year. The category of "industrial and office" has been discarded and the properties, which made up this category, have been reallocated to either office or light industrial. This is due to a change in the way the underlying information is presented to the Board. The Board believes that the information is now presented more clearly to investors in respect of the key segmental information.
Property valuation - segmental analysis
Sector | 2012 | 2011* |
£'000
| £'000 | |
Industrial properties | 67,065 | 70,567 |
Office properties | 16,705 | 18,643 |
Retail properties | 535 | 540 |
Total property valuation | 84,305 | 89,750 |
Region | 2012 | 2011* |
£'000
| £'000 | |
Midlands | 24,300 | 26,085 |
East of England | 17,520 | 18,850 |
North East | 1,675 | 1,770 |
North West | 7,565 | 8,435 |
South East | 8,470 | 8,685 |
South West | 15,775 | 16,185 |
Wales | 800 | 820 |
Yorkshire & Humberside | 8,200 | 8,920 |
Total | 84,305 | 89,750 |
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 the prior year. The category of "industrial and office" has been discarded and the properties, which made up this category, have been reallocated to either office or light industrial. This is due to a change in the way the underlying information is presented to the Board. The Board believes that the information is now presented more clearly to investors in respect of 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 for 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 26. The Board of Directors do not believe it is cost effective for the Group to consider the allocation of these assets and liabilities between the operating segments mentioned above.
*Restated to reclassify the property valuation segmental and region analysis of CHIP (Six) Limited from continuing operations to discontinued operations.
7 Income
Rental Income
The Group leases out all of its investment property under operating leases. Leases are typically for terms of 3 to 5 years. At the balance sheet date, the Group had contracted with tenants for the following future minimum lease payments:
2012 | 2011* | |
Within one year | 5,153 | 6,202 |
In the second to fifth years inclusive | 10,174 | 11,515 |
After five years | 846 | 1,813 |
Total | 16,173 | 19,529 |
Other income
Other income relates to insurance commission rebates negotiated by the Investment Adviser and Manager on behalf of the Group. These commission rebates continue to be shared between the Group, the Investment Adviser and Manager and the rent collection agent.
8 Expenditure
2012 | 2011* | |
£'000
| £'000 | |
Investment Adviser and Manager's fee | 1,183 | 1,212 |
Property expenses | ||
Void rates and void service charges | 716 | 865 |
Repairs, maintenance and utilities | 438 | 611 |
Property insurance costs | 71 | 49 |
Bad debt expense | 78 | 95 |
Lease renewal costs& Other | 606 | 694 |
Total property expenses | 1,909 | 2,314 |
Other expenses | ||
Administration fees | 96 | 98 |
Audit fees | 65 | 63 |
Directors' fees | 84 | 80 |
Other | 14 | 11 |
Total other expenses | 259 | 252 |
Investment Adviser and Manager's fee
The Group pays a fee of 1.25% of gross asset value to the Investment Adviser and Manager. The total fee paid for the year to 31 December 2012 was £1.2 million (31 December 2011* £1.2 million).
*Restated to reclassify the rental income and expenditure of CHIP (Six) Limited from continuing operations to discontinued operations.
9 Finance income
2012 £'000
| 2011* £'000 | |
Bank interest income (note 10 & note 13) | 22 | 20 |
Net gains on financial assets and liabilities held at fair value through profit or loss (note 11) | 542 | 145 |
Total | 564 | 165 |
The above interest income arises from financial assets classified as loans and receivables (including cash and cash equivalents) and has been calculated using the effective interest rate method.
10 Net gains and losses on loans and receivables
2012 £'000
| 2011* £'000 | |
Bank interest income (note 9) | 22 | 20 |
Impairment of trade and other receivables | (78) | (95) |
Total | (56) | (75) |
11 Net gains and losses on financial assets and liabilities at fair value through profit and loss
2012 £'000 | 2011* £'000 | |
Net change in unrealised gains and losses on financial assets and liabilities held at fair value through profit or loss | ||
Interest rate swaps (note 22) | 542 | 145 |
CULS present value movement (note 25) | (105) | (119) |
Net realised gains and losses on financial assets and liabilities held at fair value through profit or loss | ||
Interest rate swaps - interest receivable | 373 | 393 |
Interest rate swaps - interest payable | (887) | (1,052) |
Net expense of interest rate swaps | (514) | (659) |
Net loss on financial assets and liabilities held at fair value through profit or loss | (77) | (633) |
Disclosed as: | ||
Finance costs (note 12) | (619) | (778) |
Finance income (note 9) | 542 | 145 |
Net loss on financial assets and liabilities held at fair value through profit or loss | (77) | (633) |
* Restated to reclassify the finance income, net gains and losses on loans and receivables and gains and losses on financial assets and liabilities at fair value through profit and loss of CHIP (Six) Limited from continuing to discontinued operations
12 Finance costs
2012 £'000
| 2011* £'000 | |
Interest on bank borrowings | (2,250) | (2,275) |
CULS interest (note 25) | (592) | (564) |
CULS fee amortisation (note 25) | (144) | (143) |
Loan fee amortisation (note 26) | (450) | (428) |
Net losses on financial liabilities held at fair value through profit or loss (note 11) | (619) | (778) |
Other charges | (2) | (2) |
Total | (4,057) | (4,190) |
The above interest costs arise on financial liabilities measured at amortised cost using the effective interest rate method. No other losses have been recognised in respect of financial liabilities at amortised cost other than those disclosed above.
*Restated to reclassify the finance costs of CHIP (Six) Limited from continuing to discontinued operations
13 Total interest income and total interest expense on financial assets and financial liabilities not at fair
value through profit and loss
2012 £'000
| 2011* £'000 | |
Bank interest income (note 9) | 22 | 20 |
Interest on bank borrowings (note 12) | (2,250) | (2,275) |
SWAP interest (note 11) | (514) | (659) |
CULS interest (note 12) | (592) | (564) |
CULS amortisation (note 12) | (144) | (143) |
Loan fee amortisation (note 12) | (450) | (428) |
Total interest expense | (3,928) | (4,049) |
*Restated to reclassify total interest income and interest expenses on financial assets and financial liabilities not at fair value of CHIP (Six) Limited from continuing operations to discontinued operations
14 Taxation
The Group's tax expense for the year comprises:
2012 | 2011 | |
Current taxation | £'000
| £'000 |
Tax on (loss)/profit at standard rate of 0% | - | - |
UK non resident landlord tax for the year at 20% | - | - |
Underprovision in prior year | - | 17 |
Tax charge | - | 17 |
Current taxation
The Group is 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.The Group's subsidiary companies are subject to UK non-resident landlord tax at a rate of 20% on their rental profits from UK property. The Group calculates its tax in respect of UK non resident landlord tax on a subsidiary by subsidiary basis; no group reliefs are available for non-resident landlords.
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 2012, the Group had unused tax losses and capital allowances of £9.5 million
(31 December 2011: £8.2 million).
Following HMRC compliance checks, a contingent liability has arisen due to a challenge by HMRC over certain claims of intergroup interest as a deductible tax expense. The claims have been made from 2004 to date. A successful challenge by HMRC could result in additional tax charges for each period from 2004. HMRC shall also consider the availability of capital allowance to offset against any additional charges. Discussions are continuing and it is not known if there shall be a resulting liability, therefore as per IAS 37 no provision has been recognised but this contingent liability has been disclosed.
*Restated to reclassify unused tax losses of CHIP (Six) Limited from continuing operations to discontinued operations
15 Dividends
The Company paid no dividends during the year. (2011: £nil)
15 16 Earnings per share
The calculation of the basic and diluted earnings per share is based on the following data:
2012 | 2011* | |
£'000 | £'000 | |
Continuing operations | ||
Loss after tax continuing operations | (4,434) | (1,369) |
Loss per share (pence) (basic and diluted) | (52.7) | (16.3) |
Discontinued operations | ||
Profit/(loss) after tax discontinued operations | 20 | (1,492) |
Earnings/(loss) per share (pence) (basic and diluted)
| 0.2 | (17.7) |
Loss after tax per Consolidated statement of comprehensive income | (4,414) | (2,861) |
Basic and diluted loss per share (pence) | (52.5) | (34.0) |
Adjusted earnings | ||
Loss after tax continuing operations | (4,434) | (1,369) |
Unrealised loss on revaluation of investment property | 5,446 | 1,432 |
Net gain on interest rate hedging instruments (note 9) | (542) | (145) |
CULS present value movement (note 11) | 105 | 119 |
Total adjusted earnings | 575 | 37 |
Total adjusted earnings per share pence (basic and diluted)
| 6.8 | 0.4 |
Weighted average number of ordinary shares ('000) | 8,410 | 8,410 |
*Restated to reclassify the earnings per share of (CHIP Six) Limited from continuing operations to discontinued operations.
The adjusted earnings are presented to provide what the Board believes is a more appropriate assessment of the operational income accruing to the Group's activities. Hence, the Board adjusts basic earnings for income and costs which are not of a recurrent nature or which may be more of a capital nature.
The market to market movement of the interest rate hedging instruments are adjusted where the hedged facilities are currently in compliance of their banking covenants and are therefore unlikely to break prior to the expiry of the instrument.
The Group has issued CULS (see note 25) that could potentially dilute basic earnings per share in the future, but have not been included in the calculation of diluted earnings per share because they are antidilutive for the period presented.
16 17 Net asset value per share
2012 | 2011 | |
Net asset value (£'000) | 20,896 | 25,310 |
Net asset value per share (pence) | 248.5 | 301 |
Net asset value (£'000) | 20,896 | 25,310 |
Mark to market of interest rate swaps (note 22) | - | 937 |
Mark to market of interest rate cap (note 22) | - | (80) |
Adjusted net asset value (£'000) | 20,896 | 26,167 |
Net asset value per share (adjusted) (pence) | 248.5 | 311 |
Number of ordinary shares ('000) | 8,410 | 8,410 |
The adjusted net assets are presented to provide what the Board believes is a more relevant assessment of the Group's net asset position. The Board has determined that certain fair value and accounting adjustments may not be realisable in the longer term.
16 18 Investments in subsidiaries
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.
2012 | 2011 | |
£'000 | £'000 | |
Cost of subsidiaries at start of the year | 18,404 | 18,404 |
Deemed disposal of CHIP (Six) Limited | (3,575) | - |
Cost of subsidiaries at end of the year | 14,829 | - |
Unrealised loss on revaluation of subsidiaries | (14,829) | (18,404) |
Fair value of subsidiaries at year end | - | - |
All the subsidiary companies as at 31 December 2012 and 2011 had net liabilities, therefore the original cost of the investment held in the parent company has been fully impaired.
18 19 Investment properties
2012 | 2011 | |
£'000
| £'000 | |
Fair value of properties at 1 January | 109,340 | 112,130 |
Cost of properties purchased, acquisition costs and capital additions during the year | 1 | 115 |
Disposal of properties | - | (550) |
Disposal of deconsolidation CHIP (Six) Limited (note 21) | (19,590) | - |
Net valuation losses for continued operations | (5,446) | (1,432) |
Net valuation losses discontinued operations | - | (923) |
Fair value of properties at 31 December | 84,305 | 109,340 |
The fair value of the Group's investment property at the 31 December 2012 has been arrived at on the basis of a valuation carried out at that date by DTZ Debenham Tie Leung, independent valuers not connected with the Group. The valuation, which was carried out in accordance with the Royal Instituition of Chartered Surveyors ("RICS") ("The Red Book") Appraisal and Valuation Standards (8th Edition 31 March 2012), was arrived at by reference to market evidence of transaction prices for similar properties, together with the valuation techniques set out in note 3. The properties were valued individually. The valuers have used their market judgement and not only relied on historical transactional comparables.
The approved RICS definition of fair value is the "estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm's length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion."
The Group has pledged investment properties valued at £84.3 million to secure borrowings (note 26).
The table below presents the sensitivity of the valuation to changes in the most significant assumptions underlying the valuation on completed investment property.
2012 | 2011 | |
£'000
| £'000 | |
Increase in yield of 25bps | (2,208) | (3,075) |
Decrease in rental rates of 5% | (4,215) | (5,467) |
Market value is based on active market information, adjusted, if necessary, for any difference in the nature, location or condition of the specific asset. If this information is not available, alternative valuation methods are used, such as recent prices of similar properties in less active markets, with adjustments to reflect any changes in economic conditions since the date of the transactions that occurred at those prices, or discounted cash flow projections. The principal assumptions underlying the estimation of market value are those related to the receipt of contracted rental income, expected future market rental income, void periods, lease incentives, maintenance requirements and appropriate yields/discount rates. These valuations are regularly compared to actual market yield data and actual transactions by the Group and those reported by the market.
19 20 Trade and other receivables
Group | 2012 | 2011 |
£'000
| £'000 | |
Rental income receivable | 1,886 | 2,036 |
Other debtors receivable | 825 | 740 |
2,711 | 2,776 |
Payment terms for rental debtors are typically quarterly in advance.
As at 31 December 2012 receivables of £0.1 million (2011 £0.1 million) were impaired and fully provided. During 2012, £0.08 million was provided in the year (2011: £0.1 million provided).
The Directors consider that the carrying amount of trade and other receivables approximates to their fair value. Note 28 provides an ageing of trade receivables along with details of the provision against receivables during the year.
Company | 2012 | 2011 |
£'000
| £'000 | |
Inter-company balances receivable | 24,259 | 27,635 |
Other debtors receivable | 131 | 16 |
24,390 | 27,651 |
The Company impairs its intercompany balances receivable where its subsidiaries have net liabilities. As at the 31 December 2012, intercompany balances receivable with a value of £49.7 million (2011: £69.3 million) were impaired and fully provided for. During 2012, £24.5 million was written off and £19.5 million of provisions were written back to the Consolidated income statement (2011: £3.9 million written back). There is no fixed date for the repayment of inter-company loans and interest arising.
21 Discontinued operations & net gain on disposal of CHIP (Six) Limited
As previously announced, CHIP (Six) Limited is no longer controlled by the Group and has been deconsolidated as a consequence with effect from 28 February 2012. The results of CHIP (Six) Limited for the year ended 31 December 2011 and the period to 28 February 2012 are included in discontinued operations in the Group's consolidated statement of comprehensive income. A single amount is shown on the face of the consolidated statement of comprehensive income comprising the post-tax result of discontinued operations. As a result, the income and expenses of CHIP (Six) Limited are reported separately from the continuing operations of the Group. The table below provides further details of the amount shown on the consolidated statement of comprehensive income for the year ended 31 December 2011 and 31 December 2012 in accordance with IFRS 5.
Period to 28 February 2012 | 31 December 2011 | |
£'000
| £'000 | |
Revenue | 258 | 1,686 |
Investment Adviser & Manager's fee | (42) | (262) |
Property expenses | (68) | (777) |
Other expenses | (21) | (183) |
Unrealised loss on revaluation of investment properties | - | (923) |
Unrealised gain on interest rate swaps | 24 | 180 |
Interest payable and similar charges | (217) | (1,213) |
Total loss arising from discontinued operation | (66) | (1,492) |
During the year ended 31 December 2011, discontinued operations contributed to a net inflow of £1 million to the Group's net operating cash flows, zero to the Group's net investing activities and a net outflow of £1.4 million to the Group's net financing activities.
During the year ended 31 December 2012, discontinued operations to the 28 February 2012 contributed to a net outflow of £0.07 million to the Group's net operating cash flows and zero to the Group's net financing and investing activities. Those flows, together with the deconsolidation of the cash held by CHIP (Six) Limited at 28 February 2012 (below) are shown as a single cash flow on the consolidated cash flow.
Nationwide has utilised CHIP (Six) Limited blocked cash of £0.25 million to settle the interest payment that was due in January 2012.
Net gain on disposal of CHIP (Six) Limited
The difference between proceeds received (£nil) and the negative net asset value of CHIP (Six) Limited of £86k at 28 February 2012 is reflected as a gain on the deemed disposal of CHIP (Six) Limited in the consolidated statement of comprehensive income.
As at 28 February 2012 | |
Assets associated with discontinued operations | £'000
|
Investment properties CHIP (Six) Limited | 19,590 |
Cash & restricted cash | 99 |
Service charge, business rates & other debtors | 164 |
Liabilities associated with discontinued operations | |
Trade creditors & other creditors | (771) |
Interest rate swap | (338) |
Bank borrowings | (18,830) |
Net asset value | (86) |
22 Interest rate hedging instruments
The Group uses interest rate hedging arrangements to mitigate its exposure to interest rate changes. The interest rate hedging facility expired in October 2012. There is no current intention to enter in a further swap arrangement during the bank loan extension period.
The Directors have elected not to apply hedge accounting rules under IAS 39 on the hedging arrangements. Any gains or losses in the fair value of these derivatives are recognised immediately in the Consolidated statement of comprehensive income.
Interest rate cap agreement | 31 December 2012 | 31 December 2011 |
£'000
| £'000 | |
Fair value at 1 January | 80 | 490 |
Realised proceeds from the termination of the interest rate cap | (48) | - |
Unrealised loss on interest rate cap | - | (410) |
Realised loss on interest rate cap | (32) | - |
Fair value at 31 December | - | 80 |
Interest rate swap agreements | 31 December 2012 | 31 December 2011 |
£'000
| £'000 | |
Fair value at 1 January | (937) | (1,672) |
Unrealised gains on interest rate swaps | 574 | 735 |
Deconsolidation of CHIP (Six) Limited swap | 363 | - |
Fair value at 31 December | - | (937) |
The exposure of the Group to movements in interest rates was mitigated by the Group's subsidiaries entering into interest rate swaps and an interest rate cap as detailed below.
2012- Bank of Scotland
The interest rate swap for the amount of £47.0 million entered into by CHIP (Four) Limited (on behalf of itself, CHIP (One) Limited, CHIP (Three) Limited and CHIP (Five) Limited) had the effect of fixing the Group's exposure on certain borrowings from 29 December 2010. The interest rate swap fixed the rate at 2.25% before the margin and mandatory costs. The interest rate swap expired on 31 October 2012 and therefore had no value as at 31 December 2012 (31 December 2011: £0.5 million).
The interest rate cap for the amount of £47.0 million entered into by CHIP (Four) Limited (on behalf of itself, CHIP (One) Limited, CHIP (Three) Limited and CHIP (Five) Limited) had the effect of capping the Group's exposure on certain borrowings from 31 October 2012. The interest rate cap capped the rate at 5.00% before margin and mandatory costs. In the first quarter of 2012, the market for interest rate swaps suggested there was little medium term benefit in holding the interest rate cap, and was sold for £48,000 on 6 March 2012, resulting in a loss of £32,000 on valuation as at 31 December 2011. As at 31 December 2011, the market value was £0.1 million. There are no current intentions to enter into any further swap or cap agreements.
Nationwide
The interest rate swap for the amount of £8.0 million entered into by CHIP (Two) Limited had the effect of fixing the Group's exposure on certain borrowings from 15 October 2009. The interest rate swap fixed the rate at 2.79% before margin and mandatory costs. The interest rate swap expired on 23 October 2012 and therefore had no value as at 31 December 2012. As at 31 December 2011, the market value of this swap was £0.1 million. There are no current intentions to enter into a further swap agreement during the extension period.
23 Trade and other payables
Group | 2012 | 2011 |
£'000
| £'000 | |
Rental income in advance | 1,491 | 1,939 |
Creditors and accruals | 3,105 | 4,114 |
4,596 | 6,053 |
Company | 2012 | 2011 |
£'000
| £'000 | |
Creditors and accruals | 474 | 446 |
474 | 446 |
Trade payables are non-interest bearing and are settled within normal business terms.
24 Investment Adviser and Manager' 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% or more for the period from 10 August 2010 until 30 June 2013, then the Investment Adviser and Manager will be entitled to 20% of the excess above that target level of return.
No incentive fee is provided for at 31 December 2012 (31 December 2011: £nil) as the target level of return to shareholders was not achieved.
25 Convertible unsecured loan stock
Liability | Equity | Total | |
£'000
| £'000 | £'000 | |
As at 1 January 2012 | 5,350 | 296 | 5,646 |
Convertible unsecured loan stock issued during the year | 246 | - | 246 |
Accrual for 18% premium during the year | 346 | - | 346 |
Net present value movement convertible unsecured loan stock | 105 | - | 105 |
As at 31 December 2012 | 6,047 | 296 | 6,343 |
Costs relating to issue of convertible unsecured loan stock | |||
As at 1 January 2012 | 214 | 28 | 242 |
Amortisation of issue costs | (144) | - | (144) |
As at 31 December 2012 | 70 | 28 | 98 |
Net amount as at 31 December 2011 | 5,136 | 268 | 5,404 |
Net amount as at 31 December 2012 | 5,977 | 268 | 6,245 |
The Company accounts for CULS as a compound financial instrument, which comprises a liability and equity component. The liability component is presented within the current liabilities section and the equity component is included within the equity section of the consolidated and company balance sheets.
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% was determined by reference to similar mezzanine lending transactions at that time.
The table shows the opening position of the CULS including associated issue costs, followed by the subsequent issue of CULS in satisfaction of interest payments, the accrual for the 18% premium and the amortisation of the associated issue costs.
The CULS bears interest at the rate of 4.75% per annum payable quarterly, in arrears, on a compounded basis on 1 January, 1 April, 1 July and 1 October. 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 £3.10 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%.
26 Bank borrowings
2012 | 2011 | |
£'000
| £'000 | |
Bank borrowings at 1 January | 79,728 | 81,124 |
Additional arrangement fees during the year | (119) | - |
Amortisation of arrangement fees during the year | 449 | 464 |
Repayment of bank loan during the year | (1,202) | (1,860) |
Deconsolidation of CHIP (Six) Limited bank borrowings, net of unamortised arrangement fees | (18,790) | - |
Bank borrowings at 31 December | 60,066 | 79,728 |
Bank loans | 60,092 | 80,125 |
Unamortised arrangement fees | (26) | (397) |
Bank borrowings at 31 December | 60,066 | 79,728 |
Current | 60,066 | 79,728 |
Non-current | - | - |
Bank borrowings at 31 December | 60,066 | 79,728 |
Nationwide Building Society loans
A facility agreement was entered into between the Nationwide Building Society ("Nationwide") and CHIP (Two) Limited whereby Nationwide made available a term loan facility for up to £9.8 million. Of this total loan £8.0 million was fixed at the rate of 2.79% plus a margin of 2.5% per annum; the balance was subject to interest at LIBOR plus a margin of 2.5% per annum. The facility was 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%. On 22 October 2012, the Company announced that CHIP (Two) Limited has entered into an agreement with Nationwide whereby the loan facility agreement is amended such that the term of the facility is extended to 23 January 2013. All terms remain the same except the margin which was increased to 4.00% per annum. Nationwide has subsequently extended the loan facility to 28 March 2013.
The facility was secured by a legal charge and debenture over the property assets of CHIP (Two) Limited. As at 31 December 2012, the LTV stood at 64.8% (Dec 2011: 63.4%), and the gross rental income to interest ratio was compliant. The facility requires CHIP (Two) Limited to use surplus rents to reduce the outstanding debt on a quarterly basis. Surplus rent of £0.2 million has been used to repay the facility during the year. The blocked cash of £0.2 million was also used to repay the facility during the third quarter.
Bank of Scotland loans
The facility was 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 was 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 was 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 loan facility provided by Bank of Scotland in respect of the Company's wholly owned subsidiaries, CHIP (One) Limited, CHIP (Three) Limited, CHIP (Four) Limited and CHIP (Five) Limited, expired on 31 October 2012. On 1 November 2012, the Company announced that CHIP (One) Limited, CHIP (Three) Limited, CHIP (Four) Limited and CHIP (Five) Limited have agreed with Bank of Scotland to amend the loan facility agreement such that the term of the facility was extended to 31 January 2013. Bank of Scotland has subsequently extended the facility to 30 April 2013.
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 2012 the LTV stands at 72.5% (Dec 2011: 68.9%).
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. During the year the net rental income to interest ratio covenant was adhered to. The facility also requires quarterly loan repayments of £0.2 million of which all were made in the year.
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.
27 Share capital and related reserves
Authorised share capital: | 2012 | 2011 |
£'000
| £'000 | |
13,400,000 Ordinary Shares of £0.10 each following consolidation 1 July 2011 (31 December 2010 134,000,000 Ordinary Shares of £0.01 each) | 1,340 | 1,340 |
66,000,000,000 Deferred Shares of £0.00001 | 660 | 660 |
20,000,000 Preference Shares of £0.00001 each | - | - |
2,000 | 2,000 |
Issued share capital: | 2012 | 2011 |
£'000 | £'000 | |
8,409,520 Ordinary Shares of £0.10 each following consolidation 1 July 2011, fully paid | 841 | 841 |
Nil Deferred Shares of £0.00001 (31 December 2011 21,409,545,700 Deferred Shares of £0.00001 each fully paid) | - | 214 |
1,695, 630 Preference Shares of £0.00001 each fully paid (31 December 2010 15,426,270 Preference Shares of £0. 00001 each restated to 1,542,627 following consolidation 1 July 2011) (6 January 2011: 18,469, 16 May 2011: 18,284, 3 August 2011: 18,703, 21 November 2011: 19,133, 19 January 2012 : 19,362, 5 April 2012: 19,381, 16 July 2012 : 19,610, 16 October 2012 : 20,061) | - | - |
841 | 1,055 |
An option has been granted to Alpha Real Trust Limited enabling it to purchase 4 million Ordinary Shares at £0.50 per share, subsequently varied to 0.4 million shares at £ 5.00 per share under the terms of the option agreement for the effect of the share consolidation 1 July 2011. 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 £5.00 per share.
Ordinary shares of £0.10 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 | ||
As at 1 January 2011 | 8,410 | 21,409,546 | 1,542 | 21,419,498 | |
Issue of Preference Shares | - | - | 75 | 75 | |
As at 31 December 2011 | 8,410 | 21,409,546 | 1,617 | 21,419,573 |
Ordinary shares of £0.10 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 | ||
As at 1 January 2012 | 8,410 | 21,409,546 | 1,617 | 21,419,573 | |
Issue of Preference Shares | - | - | 78 | 78 | |
Cancellation of Deferred Shares | - | (21,409,546) | - | (21,409,546) | |
As at 31 December 2012 | 8,410 | - | 1,695 | 10,105 |
Deferred shares
The deferred shares rank after ordinary and preference shares and carry no voting rights. The deferred shares have eventually been cancelled due to capital reorganisation. Previously issued deferred shares have been cancelled and the related capital has been transferred to the capital redemption reserve.
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.
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 shareholders, 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.
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.
Other reserves
This is the equity element of the convertible unsecured loan stock (see note 25).
28 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, liquidity risk and real estate risk.
The Board of Directors review and agree 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 third parties 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:
Market risk
i) Interest rate risk
The Group's exposure to interest rate risk relates primarily to the Group's debt obligations. The Group's policy was to manage its interest cost using interest rate swaps and interest rate cap instruments in which the Group had agreed to exchange the difference between fixed and variable interest amounts calculated by reference to an agreed-upon notional principal amount. The swap was designed to fix the interest payable on part of the bank loans, while the cap was designed to set a ceiling on the interest rate paid on part of the loans. The interest rate swaps expired in October 2012 and the cap was sold. Currently, there is no interest rate swap or interest rate cap instrument in place.
The interest rate profile of the Group at 31 December 2012 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 | 4,519 | - | 4,519 | - | 0.55 |
Trade & other receivables | 2,711 | - | - | 2,711 | - |
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 | 4,596 | - | - | 4,596 | - | - |
Convertible unsecured loan stock | 5,977 | 5,977 | - | - | 9.91 | 0.5 |
Bank loans | 60,066 | - | 60,092 | (26) | 3.71 | 0.08 |
i) Interest rate risk (continued)
The interest rate profile of the Group at 31 December 2011 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 | % | |
Fair value of interest rate cap | 80 | - | 80 | - | - |
Cash & cash equivalents | 4,518 | - | 4,518 | - | 0.38 |
Restricted cash | 450 | - | - | 450 | - |
Trade & other receivables | 2,776 | - | - | 2,776 | - |
7,824 | - | 4,598 | 3,226 |
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 | 6,053 | - | - | 6,053 | 0 | - |
Convertible unsecured loan stock | 5,136 | 5,136 | - | - | 11.45 | 1.5 |
Fair value of interest rate swap | 937 | - | 937 | - | 0 | - |
Bank loans | 79,728 | 73,000 | 7,125 | (397) | 5.08 | - |
91,854 | 78,136 | 8,062 | 5,656 |
The following table illustrates the sensitivity of the loss 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.
2012 | 2012 | 2011 | 2011 | |
Increase in rate | Decrease in rate | Increase in rate | Decrease in rate | |
£'000
| £'000 | £'000 | £'000 | |
Total profit/(loss) after taxation for the year | (556) | 556 | 646 | (646) |
Change in net asset value at 31 December | (556) | 556 | 646 | (646) |
% change in net asset value | (2.7) | 2.7 | 2.6 | (2.6) |
|
ii) Foreign currency risk
There is no foreign currency risk as the assets and liabilities of the Group are maintained in sterling.
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 2012 the Group's ten largest debtors totalled £0.15 million (2011 £0.2 million) and accounted for approximately 5.4% (2011: 8%) of all receivables owing. There were no (2011: four) customers with balances greater than £20,000 accounting for 0% (2011: 4%) of total amounts receivable. The maximum exposure to credit risk at the reporting date is the carrying value of financial assets.
The ageing of rental income receivables is as follows:
2012 | 2011 | |
£'000 | £'000 | |
0 to 90 days | 814 | 1,776 |
Over 90 days | 1,072 | 260 |
1,886 | 2,036 | |
The movement in impairments to trade receivables is provided in Note 20 to the accounts.
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 Investment Adviser and 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 Investment Adviser and Manager in accordance with the Group's policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counter party.
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.
Up to 31 October 2012, the Group had, 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 22). There is no current intention to enter into a further swap arrangement during the extension period.
In summary, compared to the amounts included in the consolidated balance sheet, the maximum exposure to credit risk at 31 December 2012 was as follows:
2012 | 2012 | 2011 | 2011 | |
Balance Sheet | Maximum exposure | Balance Sheet | Maximum exposure | |
£'000
| £'000 | £'000 | £'000 | |
Interest rate cap contract | - | - | 80 | 80 |
Cash & cash equivalents | 4,519 | 4,519 | 4,518 | 4,518 |
Restricted cash | - | - | 450 | 450 |
Trade & other receivables | 2,711 | 2,711 | 2,776 | 2,776 |
7,230 | 7,230 | 7,824 | 7,824 |
Liquidity risk
Liquidity risk is the risk that the Group will be unable to meet financial commitments as they fall due. External funding is of limited maturity. Such concern exposes firms to liquidity risk and costs associated with the necessity to refinance and rollover the existing debt at a time when credit is tight. In certain circumstances, the terms of the Group's bank facility agreement entitle the lender to demand early repayment (note 26 Bank borrowings) 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 Investment Adviser and Manager 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 Group's bank borrowing expired in October 2012. Nationwide and Bank of Scotland have both provided the subsidiaries with a loan extension to 28 March 2013 and 30th April 2013 respectively.
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 The loan to value ratio on secured borrowings as at 31 Dec 2012 is 71.3% compared to 68.1% at 31 December 2011.
2012 | 2012 | 2011 | 2011 | |
Increase in fair value | Decrease in fair value | Increase in fair value | Decrease in fair value | |
Loan to property valuation ("LTV") | 64.8% | 79.2% | 66.6% | 81.4% |
The remaining contractual maturities of the financial liabilities at 31 December 2012, based on the earliest date on which payment of interest and principal can be required was as follows:
As at 31 December 2012
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 | 4,596 | - | 4,596 | ||
Convertible unsecured loan stock | - | 5,977 | - | - | 5,977 |
Interest rate swaps | - | - | - | - | - |
Bank borrowings | 60,450 | - | - | - | 60,450 |
Total liabilities | 65,046 | 5,977 | - | - | 71,023 |
As at 31 December 2011
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 | 6,053 | - | - | - | 6,053 |
Convertible unsecured loan stock | - | - | 5,136 | - | 5,136 |
Interest rate swaps | - | 937 | - | - | 937 |
Bank borrowings | 1,200 | 82,452 | - | - | 83,652 |
Total liabilities | 7,253 | 83,389 | 5,136 | - | 95,778 |
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.
2012 | 2012 | 2011 | 2011 | ||
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 | 8,430 | (8,430) | 10,934 | (10,934) | |
Net asset value at 31 December | 40.3% | (40.3%) | 43.2% | (43.2%) |
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.
Fair value hierarchy
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 2012, the Group held no financial instruments measured at fair value:
As at 31 December 2011, 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 | - | (937) | - | (937) |
Interest rate cap | - | 80 | - | 80 |
As at 31 December 2012, 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 2011, 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.
29 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 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:
2012 | 2011 | |
£'000
| £'000 | |
Interest bearing loans and borrowings | 66,043 | 84,864 |
Trade and other payables | 4,596 | 6,990 |
Less cash and short term deposits | (4,519) | (4,518) |
Less restricted cash | - | (450) |
Net debt | 66,120 | 86,886 |
Total capital | 20,896 | 25,310 |
Capital and net debt | 87,016 | 112,196 |
Gearing ratio | 76.0% | 77.4% |
The Group includes within net debt, interest bearing loans and borrowings, CULS, trade and other payables, less cash and cash equivalents, and less restricted cash. Capital includes equity attributable to the equity holders of the parent.
30 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 (31 December 2011: £0.1 million) were payable to IOMA Fund and Investment Management Limited. As at 31 December 2012 a total amount of £23,246 (31 December 2011: £29,059) was outstanding.
Mr Phillip Rose, a director of the Company, is also chief executive officer of Alpha Real Capital LLP (the Investment Adviser and Manager). During the year fees of £1.2 million (31 December 2011: £1.5 million) were payable to Alpha Real Capital LLP. As at 31 December 2012 a total amount of £0.7 million, including historical fees (31 December 2011: £0.7 million) was outstanding. Mr Rose is also a director of Alpha Real Trust Limited ("Alpha Real Trust"). Alpha Real Capital LLP is also a major investor in Alpha Real Trust. During the year the Company issued a further £0.25 million (accumulated to 31 December 2011: £5.0 million) of CULS and attached preference shares to Alpha Real Trust as detailed in note 27.
Details of Director's fees and their shareholdings are provided in the Directors' report.
31 Events after balance sheet date
Nationwide have agreed a further loan extension until 31 March 2013 and Bank of Scotland has further extended the loan to 30 April 2013.
Directors and Advisers
Directors | Registered Office |
Jonathan David Clague (Chairman) Geoffrey Paul Raineri Black Donald Lake Philip Peter Scales Phillip Rose | 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 |
Investment Adviser and Manager | Taxation Advisers |
Alpha Real Capital LLP 1b Portland Place London W1B 1PN
| Mazars LLP The Pinnacle 160 Midsummer Boulevard Milton Keynes MK9 1FF |
Property Valuers | Property Solicitors to the Company |
DTZ Debenham Tie Leung 10 Colmore Row Birmingham B3 2QD | Pinsent Masons 1 Park Row Leeds LS1 5AB |
UK Transfer and Paying Agent | Property Manager |
Capita IRG PLC Northern House Woodhouse Park Fenay Bridge Huddersfield HD8 0LA | Berkshire Asset Management 81 Piccadilly London W1J 8HY |
Administrator and Registrar | Legal Advisers as to Isle of Man Law |
IOMA Fund and Investment Management Limited IOMA House Hope Street Douglas Isle of Man IM1 1AP | Cains Advocates Limited Fort Anne Douglas Isle of Man IM1 5PD
|
Principal Bankers | Legal Advisers as to UK 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
| Osborne Clarke LLP 1 London Wall London EC2Y 5EB
Gibson, Dunn & Crutcher LLP Telephone House 2-4 Temple Avenue London EC4Y 0HB
|
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