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Interim Results

23rd May 2011 07:00

RNS Number : 0550H
Wichford plc
23 May 2011
 



Wichford P.L.C.

("Wichford" or the "Company")

 

Half-yearly Results

Wichford P.L.C., the property investment company, is pleased to announce its half-yearly results for the six months ended 31 March 2011.

 

Highlights

Trading Operations Profit after tax £5.9m (March 2010: £4.3m)

Total loss after tax £12.3m (March 2010: profit of £18.0m)

Trading Operations earnings per share 0.56p (March 2010: 0.40p)

Total earnings per share a loss of 1.16p (March 2010: profit of 1.69p)

Declared interim dividend per share 0.32p (March 2010: 0.32p)

Total Portfolio at Market Values £565.7m (September 2010: £573.5m)

Net Assets £54.9m (September 2010: £59.0m)

Net asset value per share 5.17p (September 2010: 5.56p)

EPRA net assets per share 7.26p (September 2010: 8.67p)

 

Other Highlights

Portfolio's Weighted Average Unexpired Lease Term 8.7 years (September 2010: 9.1 years)

Indexation of rent roll 63% (September 2010: 63%)

Portfolio's occupancy rate 96% (September 2010: 96%)

Ongoing VBG2 facility negotiations

 

Philippe de Nicolay, Chairman of Wichford, commented today:

"It is pleasing to report the progress made so far this year in a challenging environment. The results are encouraging with improvements in both revenue and earnings per share from Trading Operations compared to the same period last year. I look forward to making a positive announcement about the proposed merger with Redefine International plc shortly."

 

For further details, please contact, 

 

Wichford P.L.C.

Philippe de Nicolay

00 33 1 40 74 42 79

Wichford Property Management Ltd

Stephen Oakenfull

020 7811 0100

Philip Cooper

020 7355 7020

Citigate Dewe Rogerson

020 7638 9571

George Cazenove

Kate Lehane

 

Notes to editors

Wichford P.L.C. (UK Listed: WICH) is a property investment company, with a portfolio focused on investment property occupied principally by Central and State Government bodies. Over three quarters of the portfolio comprises public sector rented properties in the UK with the remainder in Germany and the Netherlands.

 

Chairman's Statement

It has been a challenging but productive period during which a strategic review was completed and the terms of a potential merger (the "Merger") with the Company's largest shareholder, Redefine International plc ("Redefine") were announced on 23 March 2011. Further details related to the Merger are contained below and in the Business Review. Your Company has seen continued solid trading performance in the first half of the year, albeit the current UK Government fiscal policy and budgetary constraints pose challenges to occupier and investor demand in regional office markets going forward.

Financial & Operating Highlights

Trading Operations earnings per share of 0.56 pence reflect a 40.0% increase on the same period last year. Occupancy remained broadly unchanged although increased vacancy is anticipated in the second half of this financial year. Rental income was supported by the acquisitions made in 2010 which offset the impact of the loss of income at Lyon House, Harrow where redevelopment and planning proposals have been progressed.

EPRA net asset value per share decreased 16.3% to 7.26 pence (September 2010 8.67 pence), principally due to lower property values. Headline net assets continue to reflect the significant negative fair value of interest rate swaps and the consolidation of the VBG negative net asset value position, further details of which are provided in the Financial Review.

Capital values declined 2.3% reflecting limited demand for regional offices, particularly those with shorter lease lengths and concerns over re-letting. The current government regime requiring centralised approval for all new lease commitments has slowed decision making and is also anticipated to result in a general decline of average lease lengths in the portfolio in the near term.

The impact of the Government's Comprehensive Spending Review ("CSR") cannot yet be fully determined as cuts to departmental budgets and public sector jobs are still to be fully implemented. The occupational market remains challenging and competition amongst landlords with vacant space is placing pressure on terms for new leases. The Company does not have a significant exposure to lease breaks in the short term, though some increase in the overall vacancy level is anticipated as departments consolidate. We have however completed a number of lease renewals and extensions and remain confident that the Group's ability to provide cost effective accommodation will secure future occupancy in a number of cases.

Strategic Review & Potential Merger

Recognising the refinancing requirements that the Group has over the short-term, the Board has completed a thorough strategic review of the options available to the Company. These included, inter alia:

·; an equity issuance to assist with the refinancing of the Delta and Gamma facilities which mature in October 2012;

·; a CMBS restructuring facilitated through the servicer of the Windermere CMBS conduits;

·; a liquidation strategy;

·; de-leveraging through asset sales;

·; a fundamental change in the management and structural arrangements of Wichford, and

·; a merger with Redefine International plc coupled with a future capital raising.

Although each of these strategies individually may have merit, and some could be pursued post merger, the Board of Wichford considers that the Merger would provide the strongest basis for progression with a supportive and well-capitalised major shareholder to facilitate the capital raising that may be required.

It is anticipated that, subject to the satisfaction or waiver of all pre-conditions and obtaining all required regulatory and shareholder approvals or acceptances, the Merger could be announced under Rule 2.5 of the Takeover Code during the second quarter of 2011 and, if approved, completed during the third quarter of 2011.

The Company remains in a takeover period as defined by the Takeover Code and this report contains additional disclosure requirements of the Takeover Panel. Further details of the Merger are contained within the Business Review.

Dividend

The Directors have resolved to pay an interim dividend of 0.32 pence per share. This dividend is covered 1.75 times by current Trading Operations earnings.

 

The dividend is in line with the terms of the Merger which provide for an interim dividend of no less than 0.32 pence per share for the six month period ended 31 March 2011 to all Wichford shareholders on the shareholder register on the record date in advance of the Merger completing.

Outlook

The Board believes firmly that the Merger is in the best interests of the Company and therefore its shareholders and places the Company in a stronger position to secure new capital and a sustainable financing structure. This has been the key strategic priority for 2010/2011 and the Company will be focussed on satisfying the necessary conditions and obtaining approvals. It is anticipated that the circular calling for an extraordinary general meeting to approve the terms of the Merger will be circulated to shareholders in the second quarter of 2011.

 

At the same time, we remain focussed on protecting occupancy and rental income in a challenging occupier market and look to reposition assets with better alternative uses. I look forward to reporting on further progress.

Philippe de Nicolay

Chairman

 

Organisation

 

Wichford P.L.C. is an Isle of Man registered property investment company. The principal activity of the Company and its subsidiaries is the generation of rental income and capital growth through investment in properties across the UK and Continental Europe which are occupied mainly by Central and State Government bodies.

The Ordinary Shares of the Company were admitted to trading on AIM in August 2004 and subsequently moved to the Main Market of the London Stock Exchange in December 2007.

The Company's investment policy is approved by shareholders and appears on the Company's website www.wichford.com

The following Shareholders have notified the Company that they are interested in 3% or more of the Company's issued share capital:

Name of Shareholder

Number of shares held

Percentage held

Redefine International plc

230,772,000

21.73%

Entities in association with the REAL Corporation Jersey and Southwood Holdings Ltd

139,505,000

13.13%

Rathbone Brothers Plc

58,974,869

5.55%

AXA S.A. and its group of companies

58,033,363

5.46%

Schroders Plc

48,863,184

4.60%

Legal and General Investment Management Ltd

43,213,204

4.06%

 

The Board currently consists of the Chairman and five non-executive directors all of whom are independent from the management team of the Company's Investment Adviser, Wichford Property Management Limited ("WPML").

The Group has no employees and the Directors manage the Group through the use of external service providers.

WPML acts under an Investor Advisor's Agreement and manages the Group on a day-to-day basis. It coordinates the other external service providers.

The administration of the Isle of Man companies in the Group is provided under a service contract with Simcocks Trust Limited. Included in this contract is the provision of the Company Secretary and associated services and advice.

The UK portfolio of properties is managed by WPML and the Continental European properties are managed by local, professional service providers.

The majority of the UK properties are owned through Isle of Man registered companies. The remaining UK properties are owned through companies registered in the BVI, Gibraltar, Jersey and the UK; all of these companies were purchased in order to acquire the underlying property owned by each.

The Halle property in Germany is owned by a German limited partnership with the Group's ownership being held by Isle of Man registered companies.

The VBG portfolio of properties in Germany is owned by German limited partnerships which are owned by German and Luxembourg companies.

The Hague property in the Netherlands is owned by a company registered in the Netherlands.

 

Business Review

The Company has had a busy period with the completion of the strategic review, negotiation of the terms of the Merger with Redefine as well as a continued focus on managing near term lease events and occupancy through re-letting, refurbishment and redevelopment initiatives.

Earnings from Trading Operations continue to reflect sound income and cash generation. This was supported by investments completed in 2010, the management of operating costs and revenue growth from indexed-linked lease reviews over the past year. Results for the half year also contain a number of non-cash finance charges as a result of movements in interest rate derivatives and accruals for costs associated with the strategic review. Further details are contained within the Financial Review.

EPRA net asset value per share declined to 7.26 pence (September 2010: 8.67 pence) as a result of a decline in valuation on a like for like basis of the property portfolio of 2.3%. Lower capital values reflect uncertainty over occupier and investor demand and a near-term trend of declining lease lengths. The Company continues to hold substantial cash reserves of £40.7 million as at 31 March 2011.

Strategic Priorities for 2010/2011

A number of priorities were set out at the time of the last Annual Report. The table below shows the progress made in the first six months of the financial year on these priorities.

 

2010/2011 Priorities

Objectives

Progress

Sustainable financing structure

Develop refinancing strategy ahead of key October 2012 debt maturities

Proposed Merger terms include a commitment from the Company's largest shareholder to support a capital raising on a fully pre-emptive basis to reduce the gearing ratio of the Enlarged Company

Strategic Review

Analyse key options and select optimal approach

Strategic review completed - potential Merger with Redefine announced on 23 March 2011

Protect future occupancy and rental income

Detailed review of individual properties against the UK Government's long term occupational objectives and regional office markets

Provide flexible rental agreements where necessary

Reduce vacancy rates and irrecoverable costs

New lease completed at Newington Causeway following a commitment to substantially enhance the Job Centre's existing office accommodation through refurbishment of existing services

On-going extension and renewal of existing leases at Bristol, Crescent Centre

Reposition assets with better alternative uses

Identify assets for conversion or redevelopment

 

 

Acquisition of Harrow, Equitable House to support the planning application of the existing Lyon Road site

Progress Harrow planning application

Continued progress in securing a social housing landlord for the affordable element of the Harrow scheme

Sale of underperforming assets

Sell assets with limited re-letting or redevelopment potential

 

 

On-going detailed review of portfolio

Surrender of Telford lease post 31 March 2011 for £5.0 million.

 

Seek opportunities for an orderly exit from Continental Europe

Sale of smaller non-core assets

Marketing and exit strategy being developed

 

Potential Merger of Wichford and Redefine

As previously announced the boards of Wichford and Redefine have reached an in principle understanding regarding a potential combination of the two companies. An overview of the proposed terms and rationale for the Merger are described below. Shareholders are directed to the rule 2.4 announcement available on the Wichford website (http://www.wichford.com/) for further details.

Strategic Rationale

The Merger would create an enlarged, income-focused property company (the "Enlarged Company") with a large, well diversified investment property portfolio, listed on the main market of the London Stock Exchange. The Enlarged Company would have an improved capital structure, benefiting from Redefine's attractive long term debt facilities, as well as a commitment from the Enlarged Company's largest shareholder, Redefine Properties International Limited ("Redefine Properties International"), which is listed on the Johannesburg Stock Exchange ("JSE"), and its parent Redefine Properties Limited ("Redefine Properties") to support a fully pre-emptive capital raise in the future.

In particular, the Board of Wichford believes that the Merger represents a clear and strong complementary fit, creating a company in the mid-tier of the UK listed property sector with:

·; good growth prospects, an improved capital structure and better access to capital;

·; complementary income focused portfolios, diversified by geography, asset and tenant type;

·; an enlarged shareholder base which may enhance trading liquidity for shares in the Enlarged Company; and

·; potential for reduced combined expenses as a result of the elimination of certain public company costs.

Financial Terms & Ownership

Wichford is expected to make an all share offer for the entire issued and to be issued share capital of Redefine at an exchange ratio of 7.2 Wichford shares for every Redefine share. On completion of the Merger and based on the existing number of Redefine shares in issue at the time of announcement, existing Redefine shareholders would hold approximately 79 per cent. of the issued shares of the Enlarged Company. Existing Wichford shareholders (other than Redefine as a shareholder in Wichford) would hold approximately 21 per cent. of the issued shares of the Enlarged Company.

Redefine Properties International would become the majority shareholder in the Enlarged Company with a shareholding of approximately 65 per cent. Redefine Properties International is approximately 57 per cent. owned by Redefine Properties, which is also listed on the JSE and currently has a market capitalisation of R19.6 billion (approximately £1.7 billion).

Further information about Redefine is available on Redefine's website at http://www.redefineinternational.je/.

Capital Commitment

It is expected that the Enlarged Company would, in due course, seek to raise equity capital on a fully pre-emptive basis to reduce the gearing ratio of the Enlarged Company and to assist, inter alia, with the refinancing of Wichford's existing debt maturities in October 2012. It is currently expected that the preferred route for a Capital Raising would involve issuing new equity at a tight discount, on a fully pre-emptive basis.

As part of the Merger it is expected that Redefine Properties International, with the support of its parent company, Redefine Properties, will agree to subscribe to at least its pro rata share of any Capital Raising (as may be agreed by the Board of the Enlarged Company and undertaken prior to 31 October 2012) of up to £100 million of gross proceeds. Based on the undiluted issued share capital on 22 March 2011, Redefine Properties International's pro forma shareholding in the Enlarged Company would be approximately 64 per cent.

Corporate Structure, Management Team and Board of Directors

The Enlarged Company would continue to be managed by Wichford Property Management Limited. It is expected that, following the completion of the Merger, the Board of the Enlarged Company would conduct a review of the management and tax structure of the Enlarged Company.

It is proposed that, immediately following the Merger, the Board of the Enlarged Company will consist of nine directors including:

·; four former Wichford non-executive directors, one of whom will be the Chairman of the Enlarged Company;

·; two former Redefine independent non-executive directors;

·; one new non-executive director;

·; one non-executive director appointed by Redefine Properties International; and

·; one executive director of Wichford Property Management Limited, which is 76 per cent. owned by Redefine Properties.

 

Our Business

Wichford's predominantly Central and State Government tenants provide the Company with a secure rental income stream and a historically low vacancy rate. Many of the Company's UK tenants provide "core" government functions with associated public interfaces such as Job Centres, Courts and HMRC functions, many of which have local occupation obligations. The Group's strategy to incorporate inflation related rental increases into leases has resulted in 63% of rental income being linked to either CPI, RPI or in a small number of cases fixed increases.

 

Economic Overview

Private sector employment growth continues to offset public sector job cuts so that general measures of unemployment have been broadly flat. Further announcements on public sector cuts are likely to place increasing pressure on local economies that are highly dependent on public sector employment.

Inflation remains high although both headline and core rates dropped back in March helping to maintain the current low interest rate environment. Longer term interest rates remain attractive and securing or extending existing facilities in the current interest rate environment remains a priority.

 

Key Performance Indicators ("KPIs")

In order to drive cash flow growth and protect income security Wichford uses the following KPIs to monitor performance:

 

KPI

31 March 2011

31 March 2010

30 September 2010

Occupancy

96%

99%

96%

WAULT

8.7 years

8.0 years

9.1 years

Indexation

63%

62%

63%

 

Indexation and occupancy remained broadly unchanged during the period. Above average inflation continues to provide rental growth on tenancies subject to either CPI or RPI escalation clauses (see Asset Management). The average unexpired lease length in the portfolio decreased due to the passage of time. Measures to extend lease lengths have been delayed recently mainly due to the government's current stance on new or extended lease commitments. Notwithstanding this, asset management initiatives achieved the completion of a new lease to Trillium at Newington Causeway, retaining the existing Job Centre in occupation.

The UK Government's Comprehensive Spending Review

While it is still too early to gauge the full impact of the UK Government's budgetary cuts there has been a noticeable change in government tenants' approach to renewals and key lease events, with central approval of business cases now being necessary. Despite this, the Company continues to achieve new leases and lease extensions, particularly for existing tenants where continued occupation provides attractive rental terms and avoids considerable relocation costs. However, the UK Government's focus on reducing the public deficit together with excess supply of secondary office space in a number of regional office markets presents a challenging operational environment.

Adapting to Change

The Company has previously identified the need to meet the challenges of the existing market by seeking opportunities to convert certain properties to more profitable alternative uses, and ensuring new investment is directed into assets that reflect the current and future requirements of government and other occupiers.

Portfolio

The portfolio remained broadly unchanged in the six months to March 2011. The acquisition of the DSA test centre in Dundee was completed following practical completion of the development works in November 2010. The purchase of Equitable House, Harrow has enabled the Company to take control of the entire site at Lyon Road, Harrow which will support the proposed planning application. The number of properties in the portfolio increased to 83 (September 2010: 81) following these two acquisitions.

Portfolio Statistics

UK Core Properties

UK Active Properties

UK Portfolio

Continental European Portfolio

Total

Properties

51

26

77

6

83

Area (sq ft 000's)

1,783

1,035

2,818

1,000

3,818

Property values (£m)

292.8

134.9

427.7

138.0

565.7

% of total

51.8

23.8

75.6

24.4

100.0

Net initial yield (%)

7.11

8.42

7.52

7.88

7.60

Annualised rental income (£000's)

22,018

12,005

34,023

11,445

45,468

Average rent per sq ft (£)

12.35

11.59

12.07

11.45

11.91

WAULT (years)

10.68

4.16

8.29

9.88

8.69

Indexed-linked and fixed increases (%)

74.2

21.6

50.4

100.0

62.8

Note: Initial yields and rents for the Continental European portfolio reflect gross rents before deductions for irrecoverable costs.

 

Valuation

The overall portfolio value decreased 2.3% on a like-for-like basis. The UK Portfolio reduction of 3.5% resulted from two predominant factors; the anticipated impact of the Comprehensive Spending Review on the regional office market and an increased sensitivity to properties with shorter lease lengths.

Values in Continental Europe decreased by 0.7% in local currency terms, however a stronger Euro during the period resulted in an increase of 1.4% in Sterling terms. An indexed-linked rent review triggered a 7.3% increase in passing rent at Berlin which, in turn, supported a 2.4% valuation increase. Although yields remained relatively constant, declining unexpired terms continue to negatively impact the overall valuation.

 

Portfolio Valuations

 

Value as at

31 March 2011

£m

Proportion of Portfolio

%

Movement

From 30 Sept 2010

£m

Movement

%

UK Core Properties

290.3

51.3%

(8.5)

(2.8)%

UK Active Properties

131.8

23.3%

(6.7)

(4.9)%

UK Portfolio

422.1

74.6%

(15.2)

(3.5)%

Continental European Portfolio

138.0

24.4%

1.9

1.4%

Total properties held throughout the period

560.1

99.0%

(13.3)

(2.3)%

Acquisitions

5.6

1.0%

0.5

9.0%

Total Portfolio

565.7

100.0%

12.8

(2.2)%

Notes:

1) The like-for-like analysis re-classifies properties in prior periods as Core or Active dependent on their current classification

2) The movement in new acquisitions reflects an increase in value against the purchase price before certain transaction costs from their date of acquisition

3) Like-for-like movements exclude the movement on capitalised items on the consolidated statement of financial position

Measuring Performance

The UK and Continental European Portfolio's total return for all benchmarked assets as measured by IPD was 0.1% and 5.5% respectively. By comparison the IPD benchmark (UK monthly and quarterly valued offices) produced a total return of 5.8% over the same six month period to 31 March 2011. The stronger benchmark performance relative to the UK Portfolio assets was largely attributable to the City and West End office sectors of the benchmark (to which Wichford has no exposure) which produced a total return of 10.5% and 8.3% respectively for the same period. The other sector components of the benchmark, Rest of South East and Rest of UK, produced total returns of 2.4% and 0.8% respectively.

Asset Management

Lettings & Lease Extensions

Vacancy remained broadly unchanged at 3.8% (September 2010: 3.7%) which includes 99,527 sq ft of space at Lyon House, Harrow which is subject to a proposed planning application and not available to let. Vacancy as at 31 March 2011 excluding Lyon House stood at 1.2% (September 2010: 1.0%).

A new lease to Trillium was completed in December 2010 following agreement to substantially refurbish the existing services at London, Newington Causeway while maintaining the existing Job Centre in occupation. The new 13 year lease with a break option in 2018 has a commencing rent of £315,000 p.a.

Rent Reviews

The following rent reviews were settled or are in the process of being agreed:

·; Newcastle - fixed uplift in December 2010 from £110,381 p.a. to £113,140 p.a. reflecting an annual fixed 2.5% p.a. increase

·; Grays - CPI rent review increase from £145,480 p.a. to £155,842 p.a. representing a 7.1% uplift in passing rent

·; St Asaph - stepped rent provision increased passing rent from £457,442 p.a. to £505,238 p.a. reflecting a 10.4% increase

·; Paisley - CPI rent review with anticipated increase from £195,000 p.a. to £210,600 p.a. representing a 8.0% increase in passing rent

·; Aberdeen, Lord Cullen House - open market rent review agreed at an uplift of 6.6% from £478,250 p.a. to £510,000 p.a.

·; The Hague - annual Dutch CPI uplift from €2,153,050 p.a. to €2,185,234 p.a. agreed representing a 1.5% increase

·; Berlin - German CPI uplift from €1,339,131 p.a. to €1,437,531 p.a. reflecting a 7.3% increase

 

Expiry Profile

Wichford's near term expiry profile reflects a relatively small exposure to lease break options and expiries over the next three years. No more than 3.3% of the Company's total rent roll has a break or expiry in any one year for the next three years.

 

·; The Group's UK Portfolio is predominately occupied by Central Government bodies, many of which are core services and/or public facing

·; The UK Portfolio has limited exposure to quangos and none have been identified for closure

·; A significant portion of the UK Portfolio (% by UK rent roll) falls under the Trillium PRIME and Mapeley contracts, neither of which are directly subject to the 'moratorium' on new or extended leases

 

Development Opportunities

The Company has made further progress on planning and redevelopment proposals for the proposed residential-led mixed-use scheme at Lyon Road, Harrow. The acquisition of Equitable House will enable a comprehensive planning application across both sites. Discussions to secure a Registered Social Landlord (RSL) for the affordable housing element of the scheme are progressing in line with management's expectations. A planning application is expected to be submitted within this financial year.

 

Acquisitions

Two acquisitions were completed during the period. The DSA driving test centre in Dundee was acquired through a pre-let forwarding funding agreement with the developer. The property is occupied by the DSA and let to the Secretary of State for Communities and Local Government until November 2050 with break dates in November 2025 and every five years thereafter. The acquisition provides long-dated inflation-linked income returns with five yearly rent reviews linked to RPI.

The recently approved change to the Company's Investment Policy enabled the acquisition of the site adjacent to Lyon House, Harrow. This is expected to enhance the proposed planning application for the Harrow redevelopment and secure potential marriage value between the two sites. The site was acquired with vacant possession, with the Company now controlling the entire site subject to the proposed planning application.

 

Summary of 2010/2011 Acquisitions

Property

Tenant/Occupier

Cost

£m

Net Initial Yield

Dundee, DSA

DSA

2.11

6.72%

Harrow, Equitable House

Vacant possession

3.05

n/a

Total Acquisitions

5.16

Capitalised Costs

0.78

Total Capital Expenditure

5.94

 

Continental European Portfolio

The Company has reviewed a number of options in relation to the VBG1 and VBG2 portfolios as well as the overall Continental European Portfolio. It is anticipated that these will be progressed further once the Company is outside of a takeover period.

As highlighted in the last Annual Report, the Continental European Portfolio continues to produce positive earnings for the Group despite the negative net asset value position associated with the VBG properties. The options available to the Company will be reviewed in light of the assets' current and potential future contribution to Group profits, opportunities to recycle capital back into the UK market and the potential capital requirements associated with refinancing the VBG and other European funding facilities. The non-recourse nature of the Group's Continental European investments provides the Company with a wide range of options.

Risks & Opportunities

The Group is subject to a variety of risk factors arising from the overall economic environment, supply and demand within the real estate investment and capital markets, complex regulatory and legislative environments, financial risks as well as the Group's own properties, tenants and suppliers.

The principal risks to the Group are managed and controlled in the following way:

 

Key Risks

Management

Actions in 2010/2011

Market risk

The Group consistently monitors economic, investment and capital market conditions

The Group is involved in on-going discussions with lending banks and institutions in connection with pending maturities

Investment risk

The Group manages the investment process by thoroughly evaluating each acquisition introduced to it by the Investment Adviser or others

A revised Investment Policy was adopted at the AGM in January 2011 which enabled the acquisition of Harrow, Equitable House

Financial Risks

Interest rate risk

Interest rate exposure is managed by having debt with fixed or capped interest rates through the use of interest rate derivatives

As at 31 March 2011 the majority of the Group's loans (except for VBG1) were at effective fixed rates after taking account of interest rate swaps

The VBG1 facility benefits from interest rate caps at 2.50%

As of 15 April 2011, the swap associated with the VBG2 facility matured, leaving the facility on a floating rate (currently lower than the previous fixed rate)

Financing requirements

Bank borrowings are secured by fixed and floating charges over the assets and income streams of the Company and the Group. The principal covenants relating to these borrowings are interest cover ratios. The majority of the Group's facilities do not have on-going loan to value covenants

A standstill agreement is in place for the VBG2 facility while negotiations are progressing with the loan servicer

Exchange rate risk

The Group is exposed to foreign exchange rate movements through its investments in Continental Europe

Debt funding for all Continental European investments is taken out in local currency to match revenue streams and financing costs and minimise exposure to foreign exchange rate movements

All foreign exchange derivatives were closed in 2010 - no further foreign exchange derivatives have been taken out

Tax risk

Independent and regular tax advice is sought on property transactions as well as the Group's overall structure

The review of the Group structure is still continuing with KPMG

Regulatory risk

The Group manages these risks by appointing managers, administrators and advisers, who are familiar with regulatory requirements, to ensure that the activities of the Group are compliant with all applicable regulations

A review of procedures is being undertaken in light of the guidance given on the UK's Bribery Act 2010

Further commentary on Financial Risk Management is contained in note 16.

Looking Forward

The Company completed its strategic review and subsequently announced, on 23 March 2011, the potential merger with Redefine. The strategic review was a key priority for 2010/11 and the Board of Wichford believes the Enlarged Company will create a diversified, income-producing property portfolio that benefits from a significant capital commitment from its largest shareholder.

The Enlarged Company will be in a stronger position to support Wichford's strategic priorities and the Merger represents a clear and strong complimentary fit, creating a company in the mid-tier of the UK listed property sector (see Chairman's statement for more detail on the Strategic Review).

 

Financial Review

The Group's financial results benefited from a stronger investment market in the UK and strong underlying earnings from Trading Operations. Total profits and earnings per share from Trading Operations were up year on year.

Income Statement and Earnings Per Share

Basic earnings per share from Trading Operations were 0.56 pence (March 2010: 0.40 pence; September 2010: 0.90 pence), up £1.6 million or 37.2% on the March 2010 results, showing resilient underlying earnings strength.

A £16.7 million revaluation loss on investment properties (March 2010: a gain of £14.2 million; September 2010: a gain of £10.1 million) led to an overall loss of £12.3 million (March 2010: a profit of £18.0 million). Basic earnings per share for the six months to 31 March 2011 was a loss of 1.16 pence per share.

Revenue

Revenue for the period was £23.0 million, an increase from the period to March 2010 of £1.1 million. There have been a number of successful rent reviews within the last 12 months; those relating to the current period are detailed in the Asset Management section of the Business Review.

Administrative Expenses

Administrative expenses include the cost to the Group of refurbishments required to attract new tenants to vacant space. This has contributed to the slight increase in these costs since March 2010. The Group is continuing to benefit from the actions taken in the previous financial year to reduce costs in the areas of audit services and offshore administration. Other costs have increased and these are now being addressed; this includes the a provision in regard to the strategic review and other non-recurring items.

 

Administrative expenses included a release of the accrual of £0.4 million (March 2010: nil: September 2010: £0.4 million) for performance fees to the Investment Adviser which was made in the previous financial year. This was deemed to be a share-based payment scheme granted to the Investment Adviser which was recognised as an expense, with the corresponding increase in equity, over the period the Investment Adviser becomes entitled to the awards. It is currently believed that no new shares will be issued under this scheme, and as such these performance fee accruals are no longer required.

Net Finance Costs

Finance costs under Trading Operations were down £0.8 million from the same period last year resulting from lower interest charges following the extension of the Zeta and VBG1 facilities at lower prevailing interest rates as well as lower borrowing levels following the periodic repayment of part of the Hague and VBG loans.

Taxation

The tax charge consists of an expense of £0.3 million for current taxation. This is mainly from the Non Resident Landlord scheme operated by HMRC and for which the Group has an agreement to the method to calculate this liability until the maturity of the current UK facilities.

 

There is also a £0.8 million charge to profit and loss for deferred tax resulting from the timing differences in how the Group will recover its original investment in investment properties. However, if the assets had been sold at the end of the reporting period at 31 March 2011, the tax liability would have been £0.1 million.

Dividend

The Directors have declared an interim dividend of 0.32 pence per share. The dividend cover ratio for the period based on earnings from Trading Operations is 1.75 times.

Statement of Financial Position & Net Asset Value

The Group net assets were £54.9 million down from £59.0 million at 30 September 2010. The key factors behind this were revaluation losses of £16.7 million, dividend payments of £3.5 million which were partly offset by a fall in the derivative financial liabilities of £11.8 million.

Net asset value per share was 5.17 pence down from 5.56 pence at 30 September 2010.

Cashflow

As at 31 March the Group had £40.7 million (March 2010: £60.5 million; September 2010: £41.7 million) of cash and equivalents. Of this only £0.2 million was not available to the Group after the payment of interest and loan repayments made in April 2011.

The Group generated £9.5 million from its operating activities and acquired two further properties, which together with capitalised costs, totalled £5.9 million.

During the six months to 31 March 2011 the Group repaid a total of £1.1 million in loans from the regular quarterly repayments scheduled under the VBG and Hague facilities.

The final dividend for the year to September 2010 of £3.5 million, as approved by shareholders at the Annual General Meeting, was paid in the period.

The overall result was that the Group's cash balances declined by £1.0 million during the six months to 31 March 2011.

Financing and Capital

Securing a sustainable financing structure remains a strategic priority for 2010/2011. The recent strategic review and resulting proposed merger (which benefits from a substantial capital commitment from the largest shareholder) are significant steps forward in this process.

The Company has started discussions with a number of lending institutions in advance of its October 2012 maturities. A leading UK bank has been appointed as the Company's agent and will, together with the Company, assess a wide range of options for new funding including longer term fixed rate financing.

The current interest rate environment provides an opportunity to secure longer-term rates at attractive levels. Early refinancing options will be considered to provide security over the Company's future interest costs and capital structure.

Negotiations around the VBG2 facility continue following the maturity date in April 2011. The VBG2 borrowing entities have signed a standstill agreement with the facility servicer in order to continue negotiations around restructuring the facility. Both parties are actively working towards a mutually beneficial solution although there can be no certainty as to the outcome.

The Company has noted its intention to provide an orderly exit from Europe and that the non-recourse nature of the Group's Continental European assets, including the VBG portfolio, provides a wide range of options at the Group's disposal.

The weighted average cost of debt as at 31 March 2011 (including VBG1 taken at the relevant three month Euribor rate) is 5.02% (September 2010: 5.00%).

 

Facility

Lender

Maturity

Debt

Interest Cover Ratio

Interest Cover Covenant

LTV

LTV Covenant

£m

%

%

%

%

Delta

Windermere

XI CMBS

October 2012

114.6

138.5

125

91.4

n/a

Gamma

Windermere

VIII CMBS

October 2012

199.7

151.8

115

92.9

n/a

Hague

SNS Property Finance

July 2014

19.2

149.2

n/a1

94.1

n/a

Halle

Windermere

XIV CMBS

April 2014

32.6

150.8

140

96.7

n/a

VBG1

Talisman 3

January 2012

58.3

282.0

120

122.7

n/a2

VBG2

Talisman 4

April 2011

46.7

176.0

115

128.3

n/a3

Zeta

Lloyds TSB

May 2013

46.0

304.9

140

60.9

65%

Total

517.1

Notes:

1) ICR equivalent covenant waived following increased funding charges

2) Previous LTV covenant of 85% waived for the extended maturity period

3) Previous LTV covenant of 86% waived

Hedging

The Group uses interest rate swaps and interest rate caps to limit its exposure to interest rate movements.

For facilities to which interest rate swaps are attached the interest rates are fixed for the duration of the facility. This is the case for all the Group's facilities except VBG1. For this facility the Group has interest rate caps which limit the exposure to upward movements while allowing the Group to take advantage of falls in interest rates. These interest rate caps are not designated as cash flow hedges and any changes in their fair value will be taken to profit and loss rather than through other comprehensive income.

The current interest rate swap for the Zeta facility is also not designated a cash flow hedge and any changes in its fair value will be taken to profit and loss rather than through other comprehensive income. For the interest rate swaps cancelled in the previous financial year the fair value previously taken to equity is being transferred to profit and loss over their original remaining life to maturity.

Exchange Rates

The average Euro to Sterling exchange rate for the six months to 31 March 2011 was 1.16316 (March 2010: 1.11613; September 2010: 1.15088).

The closing Euro to Sterling exchange rate at 31 March 2011 was 1.13730 (March 2010: 1.12040; September 2010: 1.16170).

 

GOING CONCERN

 

After considering the relevant factors, the Directors have a reasonable expectation that the Company has adequate resources to continue in operation for the foreseeable future. They have, therefore, adopted the Going Concern basis in preparing these financial statements. Details of the factors considered can be found in Note 1 "Basis of Preparation" of the Financial Statements.

 

Management Commentary

 

In December 2010 the International Accounting Standards Board ("IASB") issued an IFRS Practice Statement entitled "Management Commentary" to provide a broad framework for a management commentary that relates to financial statements prepared in accordance with IFRSs, as Wichford does. The Practice Statement is not an IFRS and companies applying IFRSs are not required to comply with it.

 

In order to maintain its high standard of reporting the Company has decided to comply with this Practice Statement and the Organisation, Business Review and Financial Review form the Company's Management Commentary.

 

Ten Largest Investments

 

1. Justizzentrum, Halle, Germany

Freehold courts and offices built in 1997 and totalling 34,689 sq m

Let to Land Sachsen-Anhalt until June 2020

Current rent £2.9 million p.a.

German CPI indexation

Valuation: £33.7 million

2. Weiner Platz, Dresden, Germany

Freehold 2004 built office of 17,449 sq m

Let to VBG Verwaltungs-Berufsgenossenschaft until April 2024

Current rent £2.4 million p.a.

German CPI indexation

Valuation: £31.3 million

3. Centenary Court, Bradford

Freehold 1990s built office of 9,743 sq m

Occupied by HMRC until April 2027 with a break in 2021

Current rent £2.0 million p.a.

UK RPI indexation

Valuation: £27.8 million

4. Martin Luther Strasse, Stuttgart, Germany

Freehold 2005 built office of 12,455 sq m

Let to VBG Verwaltungs-Berufsgenossenschaft until January 2025

Current rent £2.1 million p.a.

German CPI indexation

Valuation: £25.7 million

5. Haagse Veste1, The Hague, The Netherlands

Freehold 2008 built office of 12,878 sq m

Let to the Royal Dutch Government for use by the International Criminal Court for a term of six years from July 2008 with a tenant's option to extend for a further four years

Initial rent of £1.9 million p.a.

Dutch CPI indexation

 

Valuation: £20.3 million

6. Castle House, Leeds

Leasehold 1980s built office of 7,281 sq m

Let to Secretary of State for the Environment until 2023

Current rent £1.2 million p.a.

UK RPI indexation

Valuation: £20.0 million

7. Markgraffenstrasse, Berlin, Germany

Freehold 2005 built office of 2,025 sq m

Let to VBG Verwaltungs-Berufsgenossenschaft until December 2022

Current rent £1.3 million p.a.

German CPI indexation

Valuation: £16.3 million

8. Woodlands, Bedford

Freehold 1985 built office of 10,416 sq m

Majority occupied by Highways Agency until August 2020

Current rent £1.4 million p.a.

Fixed uplift at rent review

Valuation: £15.6 million

9. Crescent Centre, Bristol

Freehold 1970s built office of 8,180 sq m

Current rent £1.2 million p.a.

Majority occupied by HMRC until 2023 with a break in 2021

Valuation: £13.6 million

10. Unicorn House, Bromley

Freehold 1980s built office of 5,365 sq m

Current rent £1.2 million p.a.

Let to the Secretary of State for the Environment until 2010 and then to Trillium PRIME until March 2022 with a break in 2018

 

 

Valuation: £13.4 million

Statement of Directors Responsibilities in respect of the half-yearly financial report

 

Each of the Directors confirms that to the best of each person's knowledge and belief;

a) the condensed consolidated interim financial statements comprising the condensed consolidated statement of comprehensive income, the condensed consolidated statement of financial position, the condensed consolidated statement of changes in equity, the condensed consolidated statement of cash flows and related notes have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU.

b) The interim management commentary includes a fair review of the information required by:

i. DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year;

 

ii. DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during the period; and any changes in the related party transactions described in the last annual report that could do so.

 

Condensed Consolidated Statement of Comprehensive Income

for the six months ended 31 March 2011

 

 

Notes

Six months ended 31 March 2011

Six months ended 31 March 2010

Trading

Operations*

£m

 

Other

Items**

£m

 

Total

£m

 

Trading

Operations*

£m

 

Other

Items**

£m

 

Total

£m

 

Revenue

4

23.0

-

23.0

21.9

-

21.9

(Deficit)/surplus on revaluation of investment properties

10

-

(16.7)

(16.7)

-

14.2

14.2

Administrative expenses

5

(3.3)

(0.4)

(3.7)

(3.2)

(0.3)

(3.5)

OPERATING PROFIT/(LOSS)

19.7

(17.1)

2.6

18.7

13.9

32.6

Finance income

6

0.1

-

0.1

0.1

-

0.1

Finance costs

6

(13.6)

(0.3)

(13.9)

(14.4)

-

(14.4)

PROFIT/(LOSS) BEFORE TAX

6.2

(17.4)

(11.2)

4.4

13.9

18.3

Income tax expense

7

(0.3)

(0.8)

(1.1)

(0.1)

(0.2)

(0.3)

PROFIT/(LOSS) FOR THE PERIOD ATTRIBUTABLE TO OWNERS OF THE COMPANY

5.9

(18.2)

(12.3)

4.3

13.7

18.0

OTHER COMPREHENSIVE INCOME

Gain/(loss) on cash flow hedges

-

12.0

12.0

-

(1.0)

(1.0)

Gain/(loss) on foreign currency translation

-

0.1

0.1

-

(4.1)

(4.1)

Other comprehensive income for the year

-

12.1

12.1

-

(5.1)

(5.1)

Total comprehensive income for the PERIOD attributable to owners of the company

5.9

(6.1)

(0.2)

4.3

8.6

12.9

Earnings per share from continuing operations

Basic - pence

8

0.56

(1.72)

(1.16)

0.40

1.29

1.69

Diluted - pence

8

0.56

(1.72)

(1.16)

0.40

1.29

1.69

 

 

Notes

Year ended 30 September 2010

Trading

Operations*

£m

 

Other

Items**

£m

 

Total

£m

 

Revenue

4

44.3

-

44.3

Surplus on revaluation of investment properties

10

-

10.1

10.1

(Loss) on disposal of investment properties

-

(0.9)

(0.9)

Administrative expenses

5

(6.9)

(0.9)

(7.8)

OPERATING PROFIT

37.4

8.3

45.7

Finance income

6

0.3

-

0.3

Finance costs

6

(27.9)

(1.3)

(29.2)

PROFIT BEFORE TAX

9.8

7.0

16.8

Income tax expense

7

(0.2)

0.4

0.2

PROFIT FOR THE YEAR ATTRIBUTABLE TO OWNERS OF THE COMPANY

9.6

7.4

17.0

OTHER COMPREHENSIVE INCOME

Gain on cash flow hedges

-

1.5

1.5

(Loss) on foreign currency translation

-

(0.6)

(0.6)

Other comprehensive income for the year

-

0.9

0.9

Total comprehensive income for the year attributable to owners of the company

9.6

8.3

17.9

Earnings per share from continuing operations

Basic - pence

8

0.90

0.70

1.60

Diluted - pence

8

0.89

0.69

1.58

 

 

All activities are continuing.

*

Trading Operations:

This excludes the Other Items and reflects the trading activities of the Group.

**

Other Items:

Includes the profits and losses on the sales of investment properties and items of a non-trading nature such as valuation adjustments arising from the fair value of investment properties and derivative financial instruments.

 

 

 

Condensed Consolidated Statement of Financial Position

As at 31 March 2011

 

Notes

31 March

2011

£m

 

31 March

2010

£m

30 September

2010

£m

NON-CURRENT ASSETS

Investment properties

10

556.1

551.4

564.0

Trade and other receivables

11

12.1

12.1

11.9

568.2

563.5

575.9

CURRENT ASSETS

Trade and other receivables

11

5.6

12.6

9.6

Cash at bank

12

40.7

60.5

41.7

46.3

73.1

51.3

TOTAL ASSETS

614.5

636.6

627.2

CURRENT LIABILITIES

Trade and other payables

13

(15.6)

(20.4)

(15.8)

Borrowings

14

(105.1)

(61.3)

(47.0)

Derivative financial liabilities

15

(14.0)

(19.1)

(16.4)

(134.7)

(100.8)

(79.2)

NON-CURRENT LIABILITIES

Trade and other payables

13

(1.9)

(2.2)

(2.0)

Borrowings

14

(414.8)

(460.2)

(470.2)

Derivative financial liabilities

15

(6.3)

(14.8)

(15.7)

Deferred tax liabilities

7

(1.9)

(1.6)

(1.1)

(424.9)

(478.8)

(489.0)

TOTAL LIABILITIES

(559.6)

(579.6)

(568.2)

NET ASSETS

54.9

57.0

59.0

EQUITY

Share capital

17/18

10.6

22.6

10.6

Share premium

161.4

161.4

161.4

Retained earnings

(98.5)

(93.6)

(80.6)

Cash flow hedges reserve

(21.0)

(36.1)

(32.9)

Currency translation reserve

2.4

2.7

0.5

TOTAL EQUITY ATTRIBUTABLE TO THE ORDINARY EQUITY HOLDERS OF THE PARENT COMPANY

54.9

 

 

57.0

59.0

NET ASSET VALUE

Basic - pence per share

9

5.17

5.37

5.56

Diluted - pence per share

9

5.17

5.37

5.50

 

Consolidated Statement of Changes in Equity

for the six months ended 31 March 2011

 

Share capital

Share premium

Retained earnings

Cash flow hedges reserve

Currency translation reserve

Total

Six months ended 31 March 2011

£m

£m

£m

£m

£m

£m

At 1 October

10.6

161.4

(80.6)

(32.9)

0.5

59.0

Transactions with owners of the Company recognised in equity

- Transfer to distributable reserves

-

-

-

-

-

-

- Dividends paid

-

-

(3.5)

-

-

(3.5)

- Share based payment transaction

-

-

(0.4)

-

-

(0.4)

Total transactions with owners of the Company recognised in equity

-

-

(3.9)

-

-

(3.9)

Total comprehensive income

- (Loss) for the period

-

-

(12.3)

-

-

(12.3)

Other comprehensive income

- Gain on cash flow hedges

-

-

-

12.0

-

12.0

- Gain on foreign currency translation

-

-

(1.7)

(0.1)

1.9

0.1

Total comprehensive income for the period

-

-

(14.0)

11.9

1.9

(0.2)

At 31 March

10.6

161.4

(98.5)

(21.0)

2.4

54.9

 

 

Share capital

Share premium

Retained earnings

Cash flow reserve

Currency translation reserve

Total

Six months ended 31 March 2010

£m

£m

£m

£m

£m

£m

At 1 October

22.6

161.4

(107.0)

(34.7)

5.1

47.4

Transactions with owners of the Company recognised in equity

- Transfer to distributable reserves

-

-

-

-

-

-

- Dividends paid

-

-

(3.3)

-

-

(3.3)

- Share based payment transaction

-

-

-

-

-

-

Total transactions with owners of the Company recognised in equity

-

-

(3.3)

-

-

(3.3)

Total comprehensive income

- Profit for the period

-

-

18.0

-

-

18.0

Other comprehensive income

- (Loss) on cash flow hedges

-

-

-

(1.0)

-

(1.0)

- (Loss) on foreign currency translation

-

-

(1.3)

(0.4)

(2.4)

(4.1)

Total comprehensive income for the period

-

-

16.7

(1.4)

(2.4)

12.9

At 31 March

22.6

161.4

(93.6)

(36.1)

2.7

57.0

 

Share capital

Share premium

Retained earnings

Cash flow reserve

Currency translation reserve

Total

Year ended 30 September 2010

£m

£m

£m

£m

£m

£m

At 1 October

22.6

161.4

(107.0)

(34.7)

5.1

47.4

Transactions with owners of the Company recognised in equity

- Transfer to distributable reserves

(12.0)

-

12.0

-

-

-

- Dividends paid

-

-

(6.7)

-

-

(6.7)

- Share based payment transaction

-

-

0.4

-

-

0.4

Total transactions with owners of the Company recognised in equity

(12.0)

-

5.7

-

-

(6.3)

Total comprehensive income

- Profit for the year

-

-

17.0

-

-

17.0

Other comprehensive income

- Gain on cash flow hedges

-

-

-

1.5

-

1.5

- (Loss) on foreign currency translation

-

-

3.7

0.3

(4.6)

(0.6)

Total comprehensive income for the year

-

-

20.7

1.8

(4.6)

17.9

At 30 September

10.6

161.4

(80.6)

(32.9)

0.5

59.0

 

The cumulative foreign exchange difference included in the Retained earnings reserve is a loss of £8.5 million (March 2010: a loss of £11.8 million; September 2010: a loss of £6.8 million). In the cash flow hedges reserve the cumulative foreign exchange difference is a loss of £0.2 million (March 2010: a loss of £0.9 million; September 2010: a loss of £0.2 million).

The amount of the Currency translation reserve taken to the profit or loss was nil (March 2010: nil; September 2010: a charge of £0.8 million).

 

Condensed Consolidated Cash Flow Statement

for the six months ended 31 March 2011

 

Six months ended

31 March

2011

£m

Six months ended

31 March

2010

£m

 

Year ended

30 September 2010

 £m

PROFIT/(LOSS) FOR THE PERIOD/YEAR

(12.3)

18.0

17.0

Adjust non-cash items:

- Decrease/(increase) in fair value of investment properties

16.7

(14.2)

(10.1)

- Loss on sale of investment properties

-

-

0.9

- Share-based payment transaction

(0.4)

-

0.4

- Accrued rental income

-

(0.1)

(0.2)

- Rent incentives

0.5

0.3

0.9

- Finance income

(0.1)

(0.1)

(0.3)

- Finance costs

13.9

14.4

29.2

- Income tax expense

1.1

0.3

(0.2)

- Foreign exchange loss/(gain)

0.3

(1.6)

1.7

Working capital adjustments:

- Decrease/(increase) in trade and other receivables

3.8

(2.0)

(0.3)

- (Decrease) in trade and other payables

(0.3)

(2.9)

(8.8)

- Finance costs paid

(13.1)

(14.1)

(27.3)

- Finance income received

0.1

0.1

0.3

- Finance lease paid

(0.1)

(0.1)

(0.2)

- Taxation paid

(0.6)

(0.7)

(0.8)

CASH FLOWS FROM/(USED IN) OPERATING ACTIVITIES

9.5

(2.7)

 

2.2

INVESTING ACTIVITIES

Purchase of investment properties

(5.9)

(26.7)

(58.2)

Uncompleted purchase of investment properties

-

(3.7)

-

Sale of investment properties

-

-

8.2

CASH FLOW (USED IN) INVESTING ACTIVITIES

(5.9)

(30.4)

 

 

(50.0)

FINANCING ACTIVITIES

(Decrease) in bank debt

(1.1)

(3.1)

(3.8)

Equity dividends paid

(3.5)

(3.3)

(6.7)

CASH FLOWS (USED IN) FINANCING ACTIVITIES

(4.6)

(6.4)

 

(10.5)

(DECREASE) IN CASH AND CASH EQUIVALENTS

(1.0)

(39.5)

 

 

(58.3)

Cash and cash equivalents at beginning of period/year

41.7

100.0

100.0

CASH AND CASH EQUIVALENTS AT PERIOD/YEAR END

40.7

60.5

 

41.7

 

 

Notes to the Financial Statements

1. Basis of Preparation

The unaudited condensed consolidated half-yearly financial statements of the Company for the six months ended 31 March 2011 comprises the Company and its subsidiaries (together referred to as the "Group").

Due to the Company being in an offer period as announced on 15 November 2010 the Company is required to make additional disclosures under Rule 29 of the Takeover Code. These disclosures primarily relate to investment properties and taxation and have been included in notes 10 and 7 respectively.

The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Actual results may differ materially from these estimates. In preparing these half-yearly financial statements, the significant judgements made by management in applying the Company's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the Consolidated Financial Statements as at and for the year ended 30 September 2010.

The financial information included in the half-yearly financial statements are unaudited and does not constitute statutory accounts as defined in the Isle of Man Companies Acts 1931-2004 (as amended).

The consolidated financial statements of the Group as at and for the year ended 30 September 2010 are available upon request from the Company's Registered Office at Top Floor, 14 Athol Street, Douglas, Isle of Man IM1 1JA or at www.wichford.com.

Basis of Measurement

The financial statements are prepared on the historical cost basis, except for investment property, derivative financial instruments and share based payment transactions that are measured at grant date fair value.

Functional Currency

The Group's presentation currency is pounds Sterling which represents the functional currency of the Company and a number of key subsidiaries. All financial information is presented in millions of pounds sterling (£m), rounded to the nearest million unless otherwise indicated.

Going Concern

These financial statements have been prepared on a going concern basis as the Directors consider this the most appropriate basis.

After considering the relevant factors, the Directors have a reasonable expectation that the Group has adequate resources to continue in operation for the period of their review being the 12 months to May 2012.

The principal issues the Directors considered in their enquiries concerned loan maturities including the VBG2 facility which matured in April 2011 together with the strategic review announced in November 2010. The strategic review included an assessment of strategic options, including addressing the longer term financing position of the Company.

Following the period end a standstill agreement has been entered into with the loan servicer for the VBG2 facility to allow the on-going but non-concluded negotiations to continue. The Directors note that this facility is ring-fenced with no recourse to the other assets of the Group. They also note that the VBG1 facility has already been successfully extended after negotiations with the same loan servicer, although there can be no certainty that a similar or any agreement is reached on the extension of the VBG2 facility.

The Directors have also taken into consideration that the Delta and Gamma facilities have successfully been extended to October 2012, even though this is outside of their review period of 12 months to May 2012. It is not currently known whether a further extension will be achieved. The strategic review addressed this topic and the terms of the proposed merger with Redefine include a commitment to a capital raising before the maturity of these facilities in October 2012. The Directors believe that this, combined with new loan facilities, will enable alternative funding to become available before October 2012 to replace the Delta and Gamma facilities.

Statement of Compliance

These condensed consolidated half-yearly financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU. Both interim figures for the six months ended 31 March 2011 and the comparative amounts for the six months ended 31 March 2010 are unaudited but have been reviewed by the Independent Auditors. The summary financial statements for the year ended 30 September 2010, as presented in the interim financial statements, represent an abbreviated version of the Group's full accounts for that year, on which independent auditors issued an unqualified audit report. The financial information presented herein does not amount to statutory financial statements.

The condensed consolidated interim financial statements were approved by the Board of Directors on 20 May 2011.

2. Significant Accounting Policies

The accounting policies applied by the Group in these condensed interim financial statements are the same as those applied by the Group in its audited financial statements as at and for the year ended 30 September 2010.

The Directors have considered all IFRSs and interpretations as adopted by the EU that have been issued, but which are not yet effective and confirm that they do not believe that they will have a significant impact on how the results of operations and financial position of the Group are prepared and presented. The Directors have also considered those IFRSs as adopted by the EU that became effective during the period and confirm that there is no significant impact on how the results of operations and financial position of the Group has been prepared and presented.

Critical Judgements and Estimates

The preparation of financial statements in conformity with IFRS requires the use of judgements and estimates that affect the reported amounts of assets and liabilities at the reporting date and the reported amounts of revenues and expenses during the year reported. Although these estimates are based on the Directors' best knowledge of the amount, event or actions, actual results may differ from those estimates.

The principal areas where such judgements and estimates have been made are:

Investment Property Valuation

The Group uses the valuation performed by its independent valuers as a fair value of its investment properties. The valuation is based upon assumptions including estimated rental values, future rental income, anticipated maintenance costs, future development costs and appropriate discount rates. The valuers also make reference to market evidence of transaction prices for similar properties.

Taxation

The Group is exposed to the risk of changes to tax legislation in the various countries in which the Group operates. It is also exposed to different interpretations of tax regulations between the tax authorities and the Group.

Deferred Taxation

The Group considers that the value of the property portfolio is likely to be realised by both the sale and the use over time.

The Group bases its deferred taxation provision on the assumption that the residual value of the investment properties is not less than the present value as provided by its external valuers.

The Group makes an initial estimate of the length of time that each property will be held in order to determine the initial recognised exemption for both the in use and on sale elements for each property. Periodically the Group will review the length of time for which each property will continue to be held and this can be significantly different from the residual of the time from the initial estimate.

The resulting provision, being subject to assumptions on the length of the time that each property will be held by the Group which can change over time, can lead to significantly different results for each property from one period to another.

The recoverability of any deferred tax asset is assessed and, where it is thought unlikely that a recovery will be made, is not included in the Group's provision.

Derivative Financial Instruments

The fair value of derivatives actively traded instruments is determined by reference to bid prices at the close of business on the reporting date. Where there is no active market, fair value is determined using valuation techniques. These include using recent arms-length market transactions, reference to the current market value of another instrument which is substantially the same and discounted cash flow analysis and pricing models.

Additionally, the Group tests the effectiveness of these instruments half-yearly and the estimated ineffective portion is recorded through profit or loss rather than taken to other comprehensive income.

3. Operating Segments

The business activity of the Group is property investment in the UK and Continental Europe which the Board considers to be the only business segment as presented previously in the Annual Report. However, the Board manages the Group by looking at the Continental European operations separate from the rest of the Group and so there are two reportable segments.

The following summary describes the operations in each of the Group's reportable segments:

·; UK - Includes all UK properties together with all associated legal entities.

·; Continental Europe - Includes all non-UK properties together with all associated legal entities.

 

Six months ended 31 March 2011

UK

£m

Continental Europe

£m

Total Reportable segments

£m

Other

£m

Group Total

£m

External revenue

17.3

5.7

23.0

-

23.0

Inter-segment revenue

-

-

-

-

-

Reportable segment (loss) before income tax

(18.9)

(2.2)

(21.1)

9.9

(11.2)

Reportable segment assets

454.1

143.1

597.2

17.3

614.5

Acquisition of investment properties

5.9

-

5.9

-

5.9

 

Six months ended 31 March 2010

UK

£m

Continental

Europe

£m

Total Reportable

segments

£m

Other

£m

Group

Total

£m

External revenue

15.9

5.9

21.8

0.1

21.9

Inter-segment revenue

-

-

-

-

-

Reportable segment profit/(loss) before income tax

10.1

(1.8)

8.3

10.0

18.3

Reportable segment assets

351.6

201.3

552.9

83.7

636.6

Acquisition of investment properties

26.7

-

26.7

-

26.7

 

 

Year ended 30 September 2010

UK

£m

Continental Europe

£m

Total Reportable segments

£m

Other

£m

Group Total

£m

External revenue

32.6

11.6

44.2

0.1

44.3

Inter-segment revenue

-

-

-

-

-

Reportable segment profit/(loss) before income tax

4.3

(4.9)

(0.6)

17.4

16.8

Reportable segment assets

441.1

166.7

607.8

19.4

627.2

Acquisition of investment properties

58.2

-

58.2

-

58.2

(Loss) on disposals of investment properties

(0.8)

(0.1)

(0.9)

-

(0.9)

 

 

Reconciliation of reportable segment profit or loss

Six months ended

31 March

2011

£m

Six months ended

31 March

2010

£m

Year

ended

 30 September

2010

£m

Total (loss)/profit for reportable segments

(21.1)

8.3

(0.6)

Other profit/(loss)

-

-

-

(21.1)

8.3

(0.6)

Elimination of inter-segment profits

-

-

-

Unallocated amounts

9.9

10.0

17.4

Condensed consolidated (loss)/profit before income tax

(11.2)

18.3

 

16.8

 

 

Reportable segment assets and profit/(loss) for operating segments are presented based on internal funding allocations. The differences to the condensed consolidated statement of comprehensive income and the condensed consolidated statement of financial position are due to corporate activities.

In both reportable segments the principal customers are Central and State Government departments.

4. Revenue

Six months ended

31 March

2011

£m

Six months ended

31 March

2010

£m

Year

ended

30 September 2010

£m

Rental income

23.0

21.9

44.3

Finance income (note 6)

0.1

0.1

0.3

23.1

22.0

44.6

 

5. Administrative Expenses

The following items have been charged in arriving at operating profit:

 

Six months ended

31 March

2011

£m

Six months ended

31 March

2010

£m

Year

ended

30 September 2010

£m

Property Adviser's fees

- for advisory services

1.8

1.5

3.1

- for performance fees

(0.4)

-

0.4

Property Manager's fees

0.2

0.2

0.3

Independent Auditor's remuneration

- for audit

0.1

-

0.1

- for review of tax provision

-

-

-

- for tax compliance work

-

-

-

- for other tax advisory services

-

-

0.1

Legal fees

0.9

0.6

0.7

 

The performance fee is payable by Wichford P.L.C. to Wichford Property Management Limited ("WPML") and will be satisfied by the issuance of new shares at the prevailing market price at the time of payment, under which WPML will acquire Ordinary Shares in Wichford P.L.C. at no cost.

The amount of any award is calculated as 20 per cent of the amount by which the total return on the Ordinary Shares in Wichford P.L.C. exceeds 12 per cent per annum for the first award under the contract and 10 per cent per annum for subsequent awards. A separate calculation of the amount of the annual award is made in relation to each separate tranche of Ordinary Shares in Wichford P.L.C. issued during the relevant three-year period.

The award of shares will only vest if the Company's return on property over each three-year period from the beginning of the relevant financial year to the end of the period two years later, is in the top 40 percentile of the IPD All Office Index. The Company has engaged IPD to make this comparison. The number of shares to be issued is only known at the end of each three year period as the cash equivalent earned under this scheme is only ascertainable at that stage and is divided by the average share price for the last 20 business days of the three year period.

The grant-date fair value of the award granted to the Investment Adviser was estimated based on multiple scenarios. Expected volatility and dividends are estimated by considering historic average data.

The Company has reviewed the performance fee and it is currently regarded as highly unlikely that the performance condition of the Company's return on property being in the top 40 percentile of the IPD All Office Index, as described above, will be met and so is taking the opportunity to revise the accrual made to date to reflect this circumstance. This has resulted in a credit to the condensed consolidated statement of comprehensive income in the amount of £0.4 million with the corresponding debit in equity.

A summary of the items included in Other Items for Administrative Expenses is shown below.

 

Six months ended

31 March

2011

£m

Six months ended

31 March

2010

£m

Year

ended

30 September 2010

£m

Trading Operations

Administrative expenses

3.3

3.2

6.9

Other Items

Legal expenses of substitutions

-

0.3

0.6

Service charges

-

-

0.3

Advisory services

0.4

-

-

Total Administrative Expenses in Other Items

0.4

0.3

0.9

Total Administrative Expenses

3.7

3.5

7.8

 

6. Finance Income and Costs

 

Six months ended

31 March

2011

£m

Six months ended

31 March

2010

£m

Year

ended

30 September 2010

£m

Finance Income

Interest receivable

0.1

0.1

0.3

Total Finance Income

0.1

0.1

0.3

Finance costs

Interest expense

13.5

14.3

27.6

Finance lease interest

0.1

0.1

0.2

Discontinuation and ineffectiveness on Cash Flow Hedges

1.2

0.2

1.3

Fair value movement on trading derivatives

(0.9)

(0.2)

0.1

Total Finance Costs

13.9

14.4

29.2

 

7. Income Tax Expense

(a) Tax on Profit from Ordinary Activities

 

 

Six months ended

Six months ended

Year

ended

31 March

2011

£m

31 March

2010

£m

30 September 2010

£m

(Loss)/profit before tax

(11.2)

18.3

16.8

Current income tax

Adjustments in respect of prior years

0.1

-

(0.1)

Income tax in respect of current periods/years

0.2

0.1

0.3

Total current income tax

0.3

0.1

0.2

Deferred tax

Movement in deferred tax liability

0.8

0.2

(0.4)

Income tax expense/(credit) reported in the condensed consolidated statement of comprehensive income

1.1

0.3

 

(0.2)

 

During the year to 30 September 2010 the Company reached agreement with HMRC over the previous tax periods and made payment of all resultant tax. No penalties, except for interest on late payment, were charged to the Group.

 (b) Deferred Tax

Deferred tax included in the Condensed Consolidated Statement of Financial Position is as follows:

31 March

2011

£m

31 March

2010

£m

30 September 2010

£m

Deferred tax liability

Temporary differences on investment property

1.9

1.6

1.1

Deferred tax liability

1.9

1.6

1.1

 

Deferred tax included in the Condensed Consolidated Statement of Comprehensive Income is as follows:

 

Six months ended

31 March

2011

£m

Six months ended

31 March

2010

£m

Year

ended

30 September 2010

£m

Temporary differences on investment properties

0.8

0.2

(0.4)

Deferred income tax expense/(credit)

0.8

0.2

(0.4)

 

The deferred tax provision reflects the likely tax charge in future periods based on the current expectation of how long each property will be owned. The calculation of this provision is based on separate calculations for recovering the initial investment through its use and on sale. See note 7(d) for potential tax liability on the disposal of assets.

No deferred tax asset has been recognised due to the uncertainty of it being realised.

(c) Factors Affecting the Tax Charge in the Year

As the Group's properties are principally in the UK and owned by companies registered in the Isle of Man the Company regards the UK's income tax rate of 20% (March 2010: 20%; September 2010: 20%), as payable under the UK's Non Resident Landlord Scheme, to be most relevant tax rate for the reconciliation of the theoretical tax charge on accounting profits to the tax charge for the year shown through the profit or loss.

This reconciliation is shown below.

 

Six months ended

31 March

2011

£m

Six months ended

31 March

2010

£m

Year

ended

30 September 2010

£m

(Loss)/profit before tax

(11.2)

18.3

16.8

(Loss)/profit before tax multiplied by standard rate of UK income tax (20%)

(2.2)

3.7

3.4

Effect of:

- income not subject to UK income tax

(2.0)

(4.2)

(3.2)

- exempt property revaluation of investment properties

3.4

(2.8)

(2.0)

- losses carried forward

0.1

3.4

0.6

- deferred tax provision

0.8

0.2

(0.4)

- adjustment in respect of prior periods/years

0.1

-

(0.1)

- expenses not deductible for tax

0.9

-

1.5

Total tax charge/(credit) for the period/year

1.1

0.3

(0.2)

 

(d) Potential Tax Liability on the Disposal of Assets

In accordance with Rule 29.3 of the Takeover Code, Shareholders should note that the valuation reports from Savills Commercial Limited and DTZ have not taken into account any liability for tax which may arise on a disposal, whether actual or notional, of the Company's assets. If the properties which are the subject of the valuation reports were to be sold at the amounts of these valuation reports the Board estimates that the potential tax liability that would arise would be approximately £0.1 million.

8. Earnings Per Share

Basic earnings per share for the six months ended 31 March 2011 is based on the loss attributable to equity shareholders of £12.3 million (March 2010: profit of £18.0 million; September 2010: profit of £17.0 million) and a weighted average number of Ordinary Shares outstanding during the six months ended 31 March 2011 of 1,062,095,584 (March 2010: 1,062,095,584; September 2010: 1,062,095,584).

The potential number of shares that may be issued under the performance fee arrangements with the Investment Adviser was nil at 31 March 2011 (March 2010: nil; September 2010: 12,214,183) as the estimated value of the incentive scheme was £1.1 million for the first three-year period, being the period from 1 October 2009 to 30 September 2012. There is no additional accrual for the second three-year period, being the period from 1 October 2010 to 30 September 2013 after removing any double-counting of performance for the same time periods.

No shares are expected to be issued under the performance fee arrangements and so the basic and diluted earnings per share are the same for the current period.

 

Six months ended

31 March

2011

£m

Six months ended

31 March

2010

£m

Year

ended

30 September 2010

£m

Profit from Trading Operations

5.9

4.3

9.6

(Loss)/profit from Other Items

(18.2)

13.7

7.4

(Loss)/profit attributable to equity shareholders

(12.3)

18.0

17.0

Weighted average number of Ordinary Shares (000s)

1,062,096

1,062,096

1,062,096

Effect of share-based payment transactions (000's)

-

-

12,214

Diluted weighted average number of Ordinary Shares (000's)

 

1,062,096

 

1,062,096

 

1,074,310

Earnings per share - pence

Profit from Trading Operations per share

0.56

0.40

0.90

(Loss)/profit from Other Items per share

(1.72)

1.29

0.70

Basic earnings per share

(1.16)

1.69

1.60

Profit from Trading Operations per share

0.56

0.40

0.89

(Loss)/profit from Other Items per share

(1.72)

1.29

0.69

Diluted earnings per share

(1.16)

1.69

1.58

 

For EPRA basis total earnings per share figure refer to note 22.

9. Net Assets Per Share

Net assets per share is calculated by dividing the net assets at 31 March 2011 attributable to the equity holders of the parent of £54.9 million (March 2010: £57.0 million; September 2010: £59.0 million) by the number of Ordinary Shares as at 31 March 2011 of 1,062,095,584 (March 2010: 1,062,095,584; September 2010: 1,062,095,584).

The potential number of shares that may be issued under the performance fee arrangements with the Investment Adviser was nil at 31 March 2011 (March 2010: nil; September 2010: 12,214,183) as the estimated value of the incentive scheme was £1.1 million for the first three-year period, being the period from 1 October 2009 to 30 September 2012. There was no additional accrual for the second three-year period, being the period from 1 October 2010 to 30 September 2013 after removing any double-counting of performance for the same time periods.

No shares are expected to be issued under the performance fee arrangements and so the basic and diluted net assets per share are the same for the current period.

 

 

31 March

2011

31 March

2010

30 September 2010

Net assets attributable to equity holders of the parent (£m)

54.9

57.0

59.0

Number of Ordinary Shares (000s)

1,062,096

1,062,096

1,062,096

Effect of share-based payment transactions (000's)

-

-

12,214

Diluted number of Ordinary Shares (000's)

1,062,096

1,062,096

1,074,310

Net assets per share (pence)

Basic net assets per share

5.17

5.37

5.56

Diluted net assets per share

5.17

5.37

5.50

 

For EPRA basis net asset value figures refer to note 22.

 

10. Investment Properties

Freehold/ Feuhold

Freehold and long leasehold

Long leasehold

Total

Six months ended 31 March 2011

£m

£m

£m

£m

At 1 October

444.4

19.1

100.5

564.0

Foreign exchange differences

2.9

-

-

2.9

Purchases during the period

5.9

-

-

5.9

Disposals during the period

-

-

-

-

Valuation losses

(12.0)

(1.1)

(3.6)

(16.7)

At 31 March

441.2

18.0

96.9

556.1

Freehold/ Feuhold

Freehold and long leasehold

Long leasehold

Total

Six months ended 31 March 2010

£m

£m

£m

£m

At 1 October

414.1

18.6

83.4

516.1

Foreign exchange differences

(5.6)

-

-

(5.6)

Purchases during the period

26.7

-

-

26.7

Disposals during the period

-

-

-

-

Valuation gains

11.0

0.3

2.9

14.2

At 31 March

446.2

18.9

86.3

551.4

 

Freehold/ Feuhold

Freehold and long leasehold

Long leasehold

Total

Year ended 30 September 2010

£m

£m

£m

£m

At 1 October

414.1

18.6

83.4

516.1

Foreign exchange differences

(8.8)

-

-

(8.8)

Purchases during the year

43.1

-

15.1

58.2

Disposals during the year

(11.6)

-

-

(11.6)

Valuation gains

7.6

0.5

2.0

10.1

At 30 September

444.4

19.1

100.5

564.0

 

At 31 March 2011 the Group owned 83 properties throughout the UK, Germany and the Netherlands.

The Group has made a provision for the purchase of the remaining shares in connection with its investments in Germany. This amounted to £1.8 million.

All the Group's investment properties were externally valued as at 31 March 2011, 31 March 2010 and 30 September 2010 on the basis of open market value by professionally qualified valuers in accordance with the Appraisal and Valuation Standards of the Royal Institution of Chartered Surveyors. The Group's valuers are Savills Commercial Limited in the UK and DTZ for Continental Europe.

The value of each of the properties has been assessed in accordance with the relevant parts of the Red Book. In particular, the Market Value has been assessed in accordance with PS 3.2. Under these provisions, the term "Market Value" means "the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arms-length transaction after proper marketing wherein the parties have each acted knowledgeably, prudently and without compulsion".

In undertaking the valuations on the basis of Market Value, the valuers have applied the interpretative commentary which has been settled by the International Valuation Standards Committee and which is included in PS 3.2. The RICS considers that the application of the Market Value definition provides the same result as Open Market Value, a basis of value supported by previous editions of the Red Book.

The valuation does not include any adjustments to reflect any liability to taxation that may arise on disposal, nor for any costs associated with disposals incurred by the owner. No allowance has been made to reflect any liability to repay any government or other grants, or taxation allowance that may arise on disposals. Deductions have been made to reflect purchasers' acquisition costs. These have been applied according to value on a sliding scale, representative of the typical costs that would be incurred in the market.

The valuers have used the following key assumptions:

·; The Market Value of investment properties has been primarily derived using comparable market transactions on arm's-length terms and an assessment of market sentiment. The aggregate of the net annual rents receivable from the properties and, where relevant, associated costs, have been valued at average yields ranging from 4.0% to 20.7%, which reflect the risks inherent in the net cash flows. Valuations reflect, where appropriate, the type of tenants actually in occupation or likely to be in occupation after letting of vacant accommodation and the market's perception of their creditworthiness and the remaining useful life of the property.

·; Given the significant fall in rents for some offices over the past year, an increased number of properties in the portfolio are considered to be over-rented. To account for this, the element of over-rent has been valued at a higher yield than the element of core income to take account of the fact that the tenants are paying in excess of market yields.

In accordance with Rule 29.3 of the Takeover Code, shareholders should note that the Valuation Reports from DTZ and Savills have not taken into account any liability for tax which may arise on a disposal, whether actual or notional, of the properties. If the properties which are the subject of the Valuation Reports set out in Appendix 1 were to be sold at the amount of the valuations stated in Appendix 1, the Board of Wichford estimates that the potential tax liability that would arise would be approximately £0.1 million. Further, and as required by the Takeover Code, the Board considers, following consultation with the valuers, that the valuation of the properties in total at the date of this statement is not materially different to that used in these financial statements.

A reconciliation of investment property valuations to the consolidated statement of financial position carrying value of investment property is shown below:

 

31 March

2011

31 March

2010

30 September

2010

£m

£m

£m

Investment property at Market Value as determined by external valuers

565.7

562.5

 

573.5

Adjustments for items presented separately on the Consolidated Statement of Financial Position:

- Add minimum payment under head leases separately included as a payable

3.6

2.0

 

3.6

- Less accrued incentives separately included as a receivable

(11.5)

(11.5)

 

(11.4)

- Less accrued rental income separately included as a receivable

(1.9)

(1.8)

 

(1.9)

- Add accrued rental income separately included as a payable

0.2

0.2

 

0.2

Condensed consolidated Statement of Financial Position carrying value of investment property

556.1

551.4

 

564.0

 

11. Trade And Other Receivables

 

31 March 2011

Current

Non-Current

Total

£m

£m

£m

Trade receivables

1.9

-

1.9

VAT recoverable

0.2

-

0.2

Accrued rental incentives

1.1

10.4

11.5

Accrued rental income

0.2

1.7

1.9

Other receivables and prepayments

0.9

-

0.9

Service charge

1.3

-

1.3

5.6

12.1

17.7

 

 

31 March 2010

Current

Non-Current

Total

£m

£m

£m

Trade receivables

3.0

-

3.0

VAT recoverable

0.3

-

0.3

Accrued rental incentives

1.0

10.5

11.5

Accrued rental income

0.2

1.6

1.8

Other receivables and prepayments

7.3

-

7.3

Service charge

0.8

-

0.8

12.6

12.1

24.7

 

 

30 September 2010

Current

Non-Current

Total

£m

£m

£m

Trade receivables

3.1

-

3.1

VAT recoverable

0.2

-

0.2

Accrued rental incentives

1.1

10.3

11.4

Accrued rental income

0.3

1.6

1.9

Other receivables and prepayments

4.3

-

4.3

Service charge

0.6

-

0.6

9.6

11.9

21.5

 

As at 31 March 2011 nil trade receivables were impaired (March 2010: nil; September 2010: nil). As at 31 March 2011, £0.1 million trade receivables were over 120 days but not impaired (March 2010: nil; September 2010: £0.6 million).

12. Cash At Bank

31 March

31 March

 

30 September

2011

2010

2010

£m

£m

£m

Cash and cash equivalents

31.8

49.4

34.6

Restricted cash

8.9

10.3

7.1

Cash at bank

40.7

59.7

41.7

 

At 31 March 2011 there was £8.9 million (March 2010: £11.1 million; September 2010: £7.1 million) of the cash at bank to which the Group could not get instant access. The principal reason for this is that rents received are primarily held in locked bank accounts as interest and other related expenses are paid from these monies on the interest payment dates. Of the total amount £6.4 million (March 2010: £6.5 million; September 2010: £6.3 million) was released to pay interest and related expenses within the following 25 days with the surplus being released from Restricted Cash. A total £0.2 million (March 2010: £4.6 million: September 2010: £0.8 million) was retained in Restricted Cash.

Cash at bank earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods dependent on the immediate cash requirements of the Group.

13. Trade And Other Payables

31 March 2011

Current

Non-Current

Total

£m

£m

£m

Rent received in advance

4.3

-

4.3

VAT payable

1.5

-

1.5

Other payables and accruals

8.5

1.7

10.2

Accrued rental income

-

0.2

0.2

Service charge

1.3

-

1.3

15.6

1.9

17.5

 

 

31 March 2010

Current

Non-Current

Total

£m

£m

£m

Rent receivable in advance

5.5

-

5.5

VAT payable

1.4

-

1.4

Other payables and accruals

12.7

2.0

14.7

Accrued rental income

-

0.2

0.2

Service charge

0.8

-

0.8

20.4

2.2

22.6

 

 

30 September 2010

Current

Non-Current

Total

£m

£m

£m

Rent received in advance

4.8

-

4.8

VAT payable

1.1

-

1.1

Other payables and accruals

9.1

1.9

11.0

Accrued rental income

0.1

0.1

0.2

Service charge

0.7

-

0.7

15.8

2.0

17.8

 

14. Borrowings

31 March

31 March

30 September

2011

2010

2010

£m

£m

£m

Current

Bank loans

105.1

61.3

47.0

Non-current

Bank loans

412.0

460.2

467.9

Less: deferred finance costs

(0.8)

(2.0)

(1.3)

Finance leases

3.6

2.0

3.6

414.8

460.2

470.2

 

The current bank loans are the VBG1 and VBG2 facilities plus the amount to be repaid in the next 12 months under The Hague facility.

 

a) Bank Loans

At 31 March 2011, the bank borrowings of £517.1 million (March 2010: £521.5 million; September 2010: £514.9 million) are secured by fixed and floating charges over the assets and income streams of the Group. It comprised of seven separate borrowing facilities each secured on a number of discrete assets with no common assets.

These facilities are summarised as below:

31 March

31 March

30 September

Interest

2011

2010

2010

Facility

Lender

Rate*

£m

£m

£m

Delta

Windermere XI CMBS

5.69%

114.6

114.6

114.6

Gamma

Windermere VIII CMBS

5.52%

199.7

199.7

199.7

Hague

SNS Property Finance

7.19%

19.2

19.6

18.9

Halle

Windermere XIV CMBS

5.05%

32.6

33.1

31.9

VBG1

Talisman 3

2.10%

58.3

60.3

57.7

VBG2

Talisman 4

5.03%

46.7

48.2

46.1

Zeta

Lloyds TSB

3.88%

46.0

46.0

46.0

517.1

521.5

514.9

*Note: inclusive of swaps fixed rate (excluding VBG1).

The Gamma and Delta facilities are non-reducing and had repayment dates in October 2010. Both have been put into securitisation conduits by the lender. The Company has successfully completed an extension of these facilities which now have repayment dates in October 2012 with all other terms and conditions remaining the same.

The Hague facility, which was entered into by the Group in July 2008, was non-reducing and has a final repayment date in July 2014. Subsequent to the 30 September 2009 the Group agreed that for the period from November 2009 to October 2010 this facility will become a reducing loan whereby 0.25% of the initial outstanding balance will be repaid over that period in equal quarterly amounts. This was agreed together with a liquidity surcharge and increased margin imposed by the lender. These changes were reviewed in October 2010 and the revised conditions were extended until October 2011. As a result of the imposition of the liquidity surcharge and increased margin, the interest cover test may fail and the lender granted a waiver of this test until October 2010 which, as part of the review in October 2010, has since been extended until October 2011.

This facility contains a cross-default provision that enables SNS Property Finance to demand repayment of the facility if there is an event of default under any other Group facility. SNS Property Finance's recourse is limited to the Hague property and its rental income. Notwithstanding the terms of this cross-default provision, in the event that such a default occurred under any of the other Group facilities, the Company has been advised that it would be difficult for SNS Property Finance to demand repayment of the Hague facility pursuant to this cross-default provision in the absence of either a payment default under the Hague facility or Wichford Den Haag BV's actual or threatened insolvency.

The Halle facility is non-reducing and has a repayment date in April 2014. The facility was already in place when the Group acquired the property on which it is secured in September 2007 and it was revised in October 2007 to increase the amount borrowed from €31.9 million to €37.1 million. This facility was originally entered into in February 2007.

The VBG facilities are reducing dependent upon expected rent rises with final repayment dates in January 2010 for VBG1 (extended during the previous year to January 2012) and April 2011 for VBG2. However, on acquisition of the properties, part of the purchase price was paid into escrow accounts such that all expected reductions of these bank loans to the original maturity dates would be funded by the escrow accounts. These facilities have been put into securitisation conduits by the lender. The Group took on responsibility for these facilities on the acquisition of the properties on which they are secured, in June 2007.

Following the final repayment date for the VBG1 facility the Company has negotiated a two-year extension to this facility where the terms and conditions were mainly the same. However, the interest rate swaps associated with this facility matured on the repayment date in January 2010 and the Company has taken out interest rate caps which protect against future increases in interest rates and allow money to be released to the Group on each interest payment date. The on-going LTV covenant has also been waived.

The VBG2 facility matured in April 2011 and the loan servicer called for a valuation of the two properties over which security was granted. The result of this was that the LTV covenant was not being met and the loan servicer has granted a waiver of this covenant while the longer term future of this facility is discussed. The Company has arranged a standstill agreement under the terms of which the lender will not call for repayment whilst terms for an extension of the loans are negotiated. It is the Company's view that a similar extension to that achieved on the VBG1 facility can be agreed although there can be no certainty that a similar or any agreement is reached on the extension of the VBG2 facility.

The Zeta facility, which was entered into by the Group in May 2008, is non-reducing and had a repayment date in May 2011. The Company has successfully negotiated terms in 2010 for a two-year extension allowed under the original facility agreement. This facility now has a final repayment date in May 2013 on the same terms and conditions.

The opportunity was taken to replace the existing swaps on the Zeta facility with a composite one extending out to the final repayment date in May 2013.

The Delta, Gamma and Halle facilities provide for the payment of interest at a fixed rate. However, the respective borrowing subsidiaries have given indemnities to the lenders in respect of interest rate swaps entered into to create those fixed rates. As such these facilities have been treated as floating rate facilities with interest rate swaps. All of the facilities, except the VBG1 facility, are regarded as subject to the interest rate swaps of either ones with a Group entity as counter-party or where the facility agreement requires such instruments to be in place and have been taken out by the lender as detailed in note 15. The derivatives for the Delta, Gamma and Halle facilities do not have a Group company as counter-party but the Company recognises that it benefits from them and recognise them separately. On these facilities the Group is charged a fixed interest rate equal to the strike rate for these derivatives.

The exception to this interest rate swap regime is the VBG1 facility which now has interest rate caps associated with it. These derivatives are described in note 15.

b) Finance Leases

 

Obligations under finance leases at the reporting dates are analysed as follows:

 

31 March

31 March

30 September

2011

2010

2010

£m

£m

£m

Gross finance lease liabilities repayable:

In one year or less

0.2

0.1

0.2

In more than one year, but not more than five years

0.8

0.5

0.8

In more than five years

15.5

9.6

15.4

16.5

10.2

16.4

Less: finance charges allocated to future periods

(12.9)

(8.2)

(12.8)

Present value of minimum lease payments

3.6

2.0

3.6

 

 

31 March

31 March

30 September

2011

2010

2010

£m

£m

£m

Present value of finance lease liabilities repayable:

In one year or less

-

-

-

In more than one year, but not more than five years

0.2

0.1

0.2

In more than five years

3.4

1.9

3.4

Present value of minimum lease payments

3.6

2.0

3.6

 

The present values of minimum lease payments have been calculated by using the market cost of external borrowings available to the Group at the inception of the lease.

15. Derivative Financial Instruments

The Group enters into interest rate swaps and interest rate cap agreements. The purpose is to manage the interest rate risks arising from the Group's operations and its sources of finance.

The interest rate swaps employed by the Group to convert the Group's borrowings to fixed interest rate debt fall into two categories, as explained in a) i) and ii) below.

The interest rate caps employed by the Group limit the exposure to upward movements in interest rates. These are detailed in b) below.

It is the Group's policy that no economic trading in derivatives shall be undertaken.

a) Interest rate swap agreements

In accordance with the terms of the borrowing arrangements, the Group has entered into interest swap agreements.

The interest rate swaps are used to manage the interest rate profile of financial liabilities. The Group has employed interest rate swaps to eliminate future exposure to interest rate fluctuations as well as being charged fixed rate interest on those facilities described as having lender level interest rate swaps as described below.

The total amount of notional value of these interest rate swaps, both those at lender level and borrower level, at 31 March 2011 was £458.8 million (March 2010: £461.2 million; September 2010: £457.2 million) and the blended fixed rate achieved by these interest rate swaps was 4.49% (March 2010: 4.44%; September 2010: 4.35%).

These interest rate swaps can be segregated into two types: Lender level and Borrower level. These are detailed below.

i) Lender level interest rate swap agreements

Lender level interest rate swaps agreements are those from which the Group benefits but which do not have any Group entity as counter-party, instead the lender is the counter-party with the commercial banking entity providing the interest rate swap. These arise where the loan agreements call for interest rate swaps to be taken out to allow a fixed interest charge to be made to the Group's borrowing subsidiaries and these borrowers have given indemnities to the lenders in respect to these interest rate swaps.

The interest rate swaps for the Delta, Gamma and Halle facilities, from which the Group benefits by both eliminating any interest rate fluctuations in the market over the course of the facilities and also from any benefit (or cost) of closing these instruments out, are lender level interest rate swaps. The swaps are between the CMBS vehicles (the lenders) and commercial banking counter-parties.

The Company recognises these embedded derivatives separately as, while the Group is charged interest at a fixed rate on these facilities, the terms of the facilities mean the Group ultimately receives their benefit or pays their burdens.

As a result of the use of interest rate swaps, the fixed rate profile of the Group's lender level interest rate swaps was:

 

31 March

31 March

30 September

2011

2010

2010

Facility

Effective Date

Maturity Date

Swap Rate

 £m

£m

£m

Delta

21/07/2006

15/10/2012

4.95%

114.6

114.6

114.6

Gamma

23/05/2005

20/10/2012

4.77%

199.7

199.7

199.7

Halle

19/02/2007

22/04/2014

4.19%

32.6

33.1

31.9

Total

346.9

347.4

346.2

 

 

The fair values of the interest rate swaps at 31 March was:

 

31 March

31 March

30 September

2011

2010

2010

Facility

 £m

£m

£m

Delta

(6.1)

(9.5)

(9.1)

Gamma

(10.1)

(15.6)

(15.1)

Halle

(1.6)

(2.9)

(3.0)

Total

(17.8)

(28.0)

(27.2)

ii) Borrower level interest rate swap agreements

Borrower level interest rate swap agreements are those that have a Group company as the counter-party to the commercial bank providing the interest rate swap.

The Group has taken out such interest rate swaps in respect of its Hague, VBG1, VBG2 and Zeta facilities.

As a result of the use of interest rate swaps, the fixed rate profile of the Group was:

 

31 March

31 March

30 September

2011

2010

2010

Facility

Effective Date

Maturity Date

Swap Rate

 £m

£m

£m

Hague

01/08/2008

01/08/2014

4.89%

19.2

19.6

18.9

VBG2

27/04/2007

15/04/2011

3.93%

46.7

48.2

46.1

Zeta

08/05/2008

09/05/2011

5.30%

-

17.0

-

Zeta

21/07/2008

09/05/2011

5.79%

-

9.0

-

Zeta

24/07/2009

09/05/2011

2.15%

-

20.0

-

Zeta

20/07/2010

09/05/2013

2.73%

46.0

-

46.0

Total

111.9

113.8

111.0

 

The fair value of these interest rate swaps at 31 March was:

 

31 March

31 March

30 September

2011

2010

2010

£m

£m

£m

Hague

(1.5)

(2.5)

(2.4)

VBG2

(0.1)

(1.6)

(0.7)

Zeta

(0.9)

(1.8)

(1.8)

Total

(2.5)

(5.9)

(4.9)

 

b) Interest rate caps agreements

The Group entered into two interest rate caps in July 2010 in order to take advantage of the low interest rates in the market while at the same time protecting the Group against any significant increases in these interest rates. The interest rate caps were taken out for the VBG1 facility. The interest rate swaps in respect of the VBG1 facility matured in January 2010.

As a result of the use of interest rate caps, the fixed maximum rate profile of the Group was:

 

31 March

31 March

30 September

2011

2010

2010

Facility

Effective Date

Maturity Date

Cap Rate

 £m

£m

£m

VBG1

15/07/2010

15/01/2012

2.5%

58.3

-

57.7

Total

58.3

-

57.7

 

The fair value of these interest rate caps at 31 March was:

 

31 March

31 March

30 September

2011

2010

2010

£m

£m

£m

VBG1

-

-

-

-

-

-

 

These interest rate caps have not been designated as cash flow hedges and all changes in fair value will be taken through the profit or loss.

c) Summary of fair value of interest rate swaps and interest rate caps

Below is a summary of the interest rate derivatives detailed above.

 

31 March

31 March

30 September

2011

2010

2010

£m

£m

£m

Fair value of lender level interest rate swaps

(17.8)

(28.0)

(27.2)

Fair value of borrower level interest rate swaps

(2.5)

(5.9)

(4.9)

Fair value of interest rate swaps

(20.3)

(33.9)

(32.1)

Fair value of interest rate caps

-

-

-

Fair value of the Group's derivative arrangements

(20.3)

(33.9)

(32.1)

 

d) Forward exchange agreements

The Group entered into short-term foreign exchange sale and purchase contracts for the purpose of mitigating the Group's exposure to foreign exchange rate movements on its investments in foreign property acquisitions.

At both 31 March 2011 and 30 September 2010 the Group had no outstanding foreign exchange agreements.

e) Hedge accounting

The loss of £21.0 million on the fair value of the interest rate swaps (March 2010: loss of £36.1 million; September 2010: loss of £32.9 million) in the period to 31 March 2011 is reported in other comprehensive income as the Group has applied cash flow hedge accounting to their swap agreements. The cash flow hedges have been assessed, with the exception of the Zeta interest rate swaps as explained below, as being highly effective.

On 20 July 2010 the three Zeta interest rate swaps were replaced with one interest rate swap that took advantage of the low interest rates at the time for the extended period of the Zeta borrowing facility and therefore hedge accounting using the original three swaps has been discontinued prospectively. The fair value of these old derivatives has been recognised through profit or loss from that date and the cumulative balance in the cash flow hedge reserve is reclassified from other comprehensive income to profit or loss based on the original terms of the swaps as the original expected transaction is still expected to occur.

The undiscounted cash flows of the hedged items shown in cash flow hedge accounting are expected to occur in the following periods:

 

31 March 2011

31 March

 2010

30 September

2010

£m

£m

£m

In one year or less

14.0

19.1

16.4

In more than one year, but not more than two years

6.1

12.4

13.7

In more than two years, but not more than three years

0.8

5.1

2.9

In more than three years, but not more than four years

0.1

0.7

0.8

In more than four years, but not more than five years

-

0.1

-

In more than five years

-

-

-

21.0

37.4

33.8

 

It is expected that the cash flows will affect the profit or loss in the period of occurrence.

16. Financial Risk Management Objectives And Policies

The Group's principal financial instruments, other than derivatives (note 15), comprise bank loans, finance lease liabilities and cash. The main purpose of these financial instruments is to finance the Group's operations. The Group has various other financial assets and liabilities such as trade receivables and trade payables that arise directly from its operations.

The main risks arising from the Group's financial instruments are interest rate risk, exchange rate risk, credit risk and liquidity risk. The Board of Directors reviews and agrees policies for managing each of these risks that are summarised below.

The financial risks and the ways in which the Group manages them are listed as follows:

(a) Interest rate risk

The Group finances its operations through equity, retained profits and bank borrowings. The Delta, Gamma and Halle facilities are charged fixed interest rates created by the lender level interest rate swap arrangements detailed in note 15 above with all other of the Group's bank borrowings being charged at variable interest rates.

The Group's exposure to the risk of changes in market interest rates relates primarily to the Group's long-term debt obligations with floating interest rates. The Group uses interest rate derivatives to mitigate its exposure to interest rate fluctuations. At the year end, as a result of the use of interest rate swaps, the majority of the Group's borrowings were at fixed interest rates.

The table below shows the Group's interest rate profile at 31 March.

 

31 March

31 March

30 September

2011

2010

2010

Weighted average interest rate

4.99%

4.85%

5.00%

Weighted average period

2.2 years

2.7 years

2.9 years

The Group's profit before tax therefore has limited exposure to interest rate fluctuations until the repayment dates of the loans for which the interest rate swaps have been arranged.

 (b) Exchange rate risk

The Group is exposed to foreign currency risk on assets, liabilities and earnings that are denominated in a currency other than pounds Sterling.

As the Group owns properties in Continental Europe, there is risk of movements in €/£ exchange rates. The Group minimises the exposure to foreign currency exchange rate movements by matching, as much as possible, the investment properties and associated loans in the same currency.

The table below shows the carrying amounts of the Group's Euro denominated assets and liabilities in Euro.

31 March

31 March

30 September

2011

2010

2010

€m

€m

€m

Assets

168.8

208.2

165.3

Liabilities

(233.2)

(279.4)

(263.4)

Net exposure

(64.4)

(71.2)

(98.1)

 

The following table demonstrates the sensitivity to a reasonably possible change in the €/£ exchange rate, with all variables held constant, of the Group's equity (due to changes in the value of investment properties and associated loans).

 

Increase/decrease

in €/£ exchange rate

Effect on equity

£m

31 March 2011

+5%

2.7

-5%

(2.7)

31 March 2010

+5%

4.7

-5%

(4.7)

30 September 2010

+5%

4.0

-5%

(4.0)

 

The €/£ exchange rate as at 31 March 2011 was 1.13730 (March 2010: 1.12040; September 2010: 1.16170). The average rate for the period was 1.16316 (March 2010: 1.11613; September 2010: 1.15088).

 (c) Credit risk

The Group trades only with recognised, creditworthy third parties such as State and Central Government departments. It is the Group's policy that all tenants who wish to trade on credit terms are subject to credit verification procedures. In addition, the Group further manages the credit risks by employing specialist property managers to monitor the properties. The result is that £0.1 million of trade and other receivables were over 120 days at 30 September 2010 (March 2010: nil: September 2010: £0.6 million).

With respect to credit risk arising from the other financial assets of the Group, which comprise cash and cash equivalents and certain derivative instruments, the Group's exposure to credit risk arises from default of the counterparty, with a maximum exposure equal to the carrying amount of these instruments. The majority of counterparties of financial assets are investment grade or above.

The maximum exposure to credit risk at year end was:

 

31 March

31 March

30 September

2011

2010

2010

£m

£m

£m

Cash at bank

40.7

49.4

41.7

Trade and other receivables

2.8

10.3

7.4

Total

43.5

59.7

49.1

 

 (d) Liquidity risk

The Group monitors its risk to a shortage of funds through the use of both short-term and long-term cash flow forecasts. The Group's objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts and bank loans.

The tables below represent the maturity profile of contracted undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The tables include both interest and principal flows. Where the interest payable is not fixed, the amount disclosed has been determined by reference to the interest rate yield curves at the reporting date. Where payment obligations are in foreign currencies, the spot exchange rate ruling at the reporting date is used.

 

Bank Loans

Finance lease liabilities

Derivative financial liabilities

Trade and other payables

At 31 March 2011

£m

£m

£m

£m

In one year or less

117.9

0.2

14.0

15.6

In more than one year, but not more than two years

323.7

0.2

6.1

1.9

In more than two years, but not more than three years

48.7

0.2

0.8

-

In more than three years, but not more than four years

51.8

0.2

0.1

-

In more than four years, but not more than five years

-

0.2

-

-

In more than five years

-

15.5

-

-

Total contractual cash flows

542.1

16.5

21.0

17.5

Carrying amount

517.1

3.6

20.3

17.5

 

 

Bank Loans

Finance lease liabilities

Derivative financial liabilities

Trade and other payables

At 31 March 2010

£m

£m

£m

£m

In one year or less

69.9

0.1

19.1

20.4

In more than one year, but not more than two years

103.7

0.1

12.4

0.2

In more than two years, but not more than three years

321.8

0.1

5.1

2.0

In more than three years, but not more than four years

2.3

0.1

0.7

-

In more than four years, but not more than five years

52.7

0.2

0.1

-

In more than five years

-

9.6

-

-

Total contractual cash flows

550.4

10.2

37.4

22.6

Carrying amount

521.5

2.0

33.9

22.6

 

 

Bank Loans

Finance lease liabilities

Derivative financial liabilities

Trade and other payables

At 30 September 2010

£m

£m

£m

£m

In one year or less

56.4

0.2

16.4

15.8

In more than one year, but not more than two years

66.9

0.2

13.7

0.1

In more than two years, but not more than three years

363.2

0.2

2.9

1.9

In more than three years, but not more than four years

51.6

0.2

0.8

-

In more than four years, but not more than five years

-

0.2

-

-

In more than five years

-

15.4

-

-

Total contractual cash flows

538.1

16.4

33.8

17.8

Carrying amount

514.9

3.6

32.1

17.8

(e) Fair value

The Group's accounting policy on fair value measurements of financial instruments is discussed in note 2. The Group measures fair values using the following fair value hierarchy that reflects the significance of the inputs used in making the measurements.

·; Level 1: Quoted market price (unadjusted) in an active market for an identical instrument.

·; Level 2: Valuation techniques based on observable inputs.

·; Level 3: Valuation techniques using significant unobservable inputs.

Fair values of financial assets and financial liabilities that are traded in active markets are based on quoted market prices or dealer price quotations. For all other financial instruments the Group determines fair values using valuation techniques.

Valuation techniques include net present value and discounted cash flow models, comparison to similar instruments for which market observable prices exist. Assumptions and inputs used in valuation techniques include risk-free and benchmark interest rates, credit spreads and other premia used in estimating discount rates, foreign currency exchange rates and expected price volatilities and correlations. The objective of valuation techniques is to arrive at a fair value determination that reflects the price of the financial instrument at the reporting date that would have been determined by market participants acting at arm's length.

The Group uses widely recognised valuation models for determining the fair value of common and more simple financial instruments such as interest rate swaps that use only observable market data and require little management judgement and estimation. Observable prices and model inputs are usually available in the market for simple over the counter derivatives, e.g. interest rate swaps. Availability of observable market prices and model inputs reduces the need for management judgement and estimation and also reduces the uncertainty associated with determination of fair values. Availability of observable market prices and inputs varies depending on the products and markets and is prone to changes based on specific events and general conditions in the financial markets.

The following is a summary of the classifications of the financial liabilities at fair value as at 31 March:

 

31 March 2011

Level 1

Level 2

Level 3

Total Fair Value

£m

£m

£m

£m

Interest rate swaps

-

20.3

-

20.3

Interest rate caps

-

-

-

-

-

20.3

-

20.3

 

 

31 March 2010

Level 1

Level 2

Level 3

Total Fair Value

£m

£m

£m

£m

Interest rate swaps

-

33.9

-

33.9

Interest rate caps

-

-

-

-

-

33.9

-

33.9

 

 

30 September 2010

Level 1

Level 2

Level 3

Total Fair Value

£m

£m

£m

£m

Interest rate swaps

-

32.1

-

32.1

Interest rate caps

-

-

-

-

-

32.1

-

32.1

 

No financial instruments were transferred between levels during the periods.

No instruments have been categorised as Level 3.

(f) Capital Management

The Company's Articles of Association set out the borrowing powers of the Company. This defines a maximum amount that could be borrowed to be ten times the issued share capital of the Company and the capital and revenue reserves of the Company. This gives a maximum borrowing power at 31 March 2011 of £2,623 million (March 2010: £3,590 million; September 2010: £2,549 million). The Company expects to remain within this maximum for the foreseeable future.

The Company looks to maintain a progressive dividend policy supported by earnings from Trading Operations. The interim dividend for the period of 0.32 pence per share equates to £3.4 million.

17. Authorised And Issued Share Capital

At the Annual General Meeting in January 2010 the Shareholders voted to cancel the Deferred Shares and the High Court in the Isle of Man approved the cancellation in April 2010 and the shares were duly cancelled.

Following this, and in accordance with the resolutions passed as the Annual General Meeting in January 2010 an additional 3,583,857,532 Ordinary Shares were created to bring the total number of authorised Ordinary Shares to 5,000,000,000 and an authorised share capital of £50.0 million.

 

31 March

31 March

30 September

2011

2010

2010

AUTHORISED

Ordinary Shares of 1 penny each

- number

5,000,000,000

3,805,142,468

5,000,000,000

- £m

50.0

38.0

50.0

Deferred Shares of 9 pence each

- number

-

132,761,948

-

- £m

-

12.0

-

ISSUED, CALLED UP AND FULLY PAID

Ordinary Shares of 1 penny each

- number

1,062,095,584

1,062,095,584

1,062,095,584

- £m

10.6

10.6

10.6

Deferred Shares of 9 pence each

- number

-

132,761,948

-

- £m

-

12.0

-

 

Holders of the Ordinary Shares are entitled to receive dividends and other distributions and to attend and vote at any general meeting.

 

31 March

31 March

30 September

Number

2011

2010

2010

Ordinary Shares of 1 penny each

- ranking for dividends for the current period/year

1,062,095,584

1,062,095,584

1,062,095,584

1,062,095,584

1,062,095,584

1,062,095,584

 

 

31 March

31 March

30 September

£m

2011

2010

2010

Ordinary Shares of 1 penny each

- ranking for dividends for the current period/year

10.6

10.6

10.6

10.6

10.6

10.6

18. Equity

In April 2010 the Company received approval from the High Court in the Isle of Man to its request to cancel the Deferred shares of £12.0 million issued by the Company in September 2009. The Deferred shares were duly cancelled and their nominal value transferred to distributable reserves.

19. Operating Leases

The Group leases out all of its investment properties under operating leases.

The future aggregate minimum rentals receivable under non-cancellable operating leases are as follows:

 

31 March

31 March

30 September

2011

 2010

2010

£m

£m

£m

Not later than one year

45.3

44.6

44.6

Later than one year and not more than five years

178.7

174.7

176.8

Later than five years

249.4

171.7

244.6

473.4

391.0

466.0

 

There were no contingent rents recognised as income in the period (March 2010: nil; September 2010: nil).

The Group leases its properties primarily to Central and State Government bodies typically on long-term occupational leases which provide for regular reviews of rent on an effective upwards only basis.

20. Dividends

31 March

31 March

30 September

2011

2010

2010

Ordinary dividends paid

 £m

£m

£m

Final dividend for 2009 - 0.31 pence per Ordinary Share

-

3.3

 

3.3

Interim dividend for 2010 - 0.32 pence per Ordinary Share

-

-

 

3.4

Final dividend for 2010 - 0.33 pence per Ordinary Share

3.5

-

-

3.5

3.3

6.7

 

The final dividend for 2010, which was paid in the period, was approved by the Shareholders at the Annual General Meeting on 27 January 2011 and was paid on 1 March 2011 to Shareholders on the register at the close of business on 4 February 2011.

 

The Directors have resolved to pay an interim dividend for the period of 0.32 pence per Ordinary share of 1 penny nominal value (amounting to £3.4 million). This interim dividend will be paid on 29 June 2011 to all those Shareholders on the register as the close of business on 3 June 2011.

21. Capital Commitments

As at 31 March 2011, the Group had capital commitments of approximately £0.8 million (March 2010: £3.7 million; September 2010: £1.9 million) for the refurbishment of investment properties to enhance the prospects of letting vacant space.

22. Performance Measures

The European Public Real Estate Association (EPRA) issued Best Practices Policy Recommendations in November 2006 which gives guidelines for performance measures. These include earnings per share and net asset value definitions which are different from those under IFRS. The Company considers that these measures are more appropriate for comparisons over time.

These definitions are used in the tables below.

Earnings per Share

 

31 March

31 March

30 September

2011

2010

2010

(Loss)/profit attributable to equity shareholders - condensed consolidated statement of comprehensive income (£m)

(12.3)

18.0

 

 

17.0

Adjustments

- Deficit/(surplus) on revaluation of investment properties (£m)

16.7

(14.2)

 

(10.1)

- Loss on sale of investment properties (£m)

-

-

0.9

- Effect of derivatives (£m)

0.3

-

1.4

- Deferred tax (£m)

0.8

0.2

(0.4)

EPRA basis earnings (£m)

5.5

4.0

8.8

 

Weighted average number of Ordinary Shares (000's)

1,062,096

1,062,096

 

1,062,096

EPRA basis Earnings Per Share (pence)

0.50

0.38

0.83

Net Asset Value

31 March

31 March

30 September

2011

2010

2010

Net assets attributable to equity holders of the parent - condensed consolidated statement of financial position (£m)

54.9

57.0

 

59.0

Adjustments

- Fair value of derivatives (£m)

20.3

33.9

32.1

- Deferred tax (£m)

1.9

1.6

1.1

EPRA basis net assets (£m)

77.1

92.5

92.2

 

Number of Ordinary Shares (000's)

1,062,096

1,062,096

 

1,062,096

EPRA basis Net assets per share (pence)

7.26

8.71

8.67

 

23. Related Party Transactions

WPML, the Investment Adviser, is a wholly owned subsidiary of Redefine Investment Managers (UK) limited and at 31 March 2011, in association with directly linked entities, Redefine International plc held 21.73% of the issued Ordinary shares of the Company. Mr Cesman, as a director of some of these associated entities to Redefine International plc, served as a Director of the Company for the previous financial year ended 30 September 2010. During that year he retired as a director of the Redefine companies and on 8 November 2010 Mr Cesman retired as a Director of the Company.

The Investment Adviser's fees, performance fee and property manager's fee as outlined in note 5 was payable to WPML as are agent's fees for acquisitions and disposals as well as fees for arranging lease extensions. These, together with Director's remuneration amount to the whole of the related party transactions.

The performance fee shown below is the reversal of an accrual made in the previous financial year and is a non-cash item and has not resulted in WPML paying any monies to the Group.

All of the transactions with WPML are summarised below:

 

Six months ended

31 March

2011

£m

Six months ended

31 March

2010

£m

 

Year ended

30 September 2010

£m

Property Adviser's fees

- for advisory services

1.8

1.5

3.1

- for performance fees

(0.4)

-

0.4

Property Manager's fees

0.2

-

0.3

Agent's fees for acquisitions and disposals

0.1

-

0.5

Fees for arranging lease extensions

-

-

-

Dividends paid to Redefine plc

0.8

0.6

1.4

Director's fees

-

-

-

Total for related parties

2.5

2.1

5.7

 

NM Rothschild & Sons Limited was engaged by the Company to perform a strategic review to assist the Directors in considering the options for the future of the Group. Philippe de Nicolay is Chairman of the Supervisory Board of Rothschild & Cie Geston in France which is part of the overall Rothschild organisation. While Philippe de Nicolay does not influence the work of NM Rothschild & Sons Limited he did introduce that company to the Company. He did not participate in the resolution by the Board to appoint NM Rothschild & Sons Limited as financial advisor to the Company.

 

Six months ended

31 March

2011

£m

Six months ended

31 March

2010

£m

 

Year ended

30 September 2010

£m

Advisory services

0.3

-

-

Dividends paid to Philippe de Nicolay

-

-

-

Director's fees

-

-

-

Total for related parties

0.3

-

-

 

24. Events After The Reporting Period End

The Directors have decided to pay an interim dividend for the period being reported of 0.32 pence per Ordinary share of 1 penny nominal value (amounting to £3.4 million). This interim dividend will be paid on 22 June 2011 to all those Shareholders on the register at the close of business on 27 May 2011.

Subsequent to the 31 March 2011 the lease on the Telford property has been surrendered for £5.0 million.

Following the announcement made on 23 March 2011 of the proposed merger with Redefine, it is anticipated that the circular calling for an extraordinary general meeting to approve the terms of the Merger will be circulated to shareholders in the second quarter of 2011.

 

Appendix 1 - Valuation Certificates

 

4 May 2011

 

 

The Directors

Wichford P.L.C.

Top Floor

14 Athol Street

Douglas

Isle of Man

IM1 1JA

 

 

Dear Sirs

 

WICHFORD P.L.C. - UK PROPERTY PORTFOLIO

VALUATION AS AT 31 MARCH 2011

INSTRUCTIONS

In accordance with our Valuers Agreement dated 28 October 2010, and our Valuation General Procedures and Conditions attached, we have undertaken a valuation of the above portfolio. We understand that our Report and Valuation are required to enable you to prepare your half-yearly results for inclusion in the Company's half-yearly financial report and pursuant to your obligations under Rule 29 of the City Code of Takeovers and Mergers, in connection with which this valuation certificate will be published in the Company's preliminary results. We confirm that we are not aware of any conflict of interest that may prevent us from providing you with a market value of the properties in the portfolio.

We also confirm, as per your instructions, that Savills will offer Professional Indemnity Insurance in the sum of £15 million on a per claim basis for this instruction.

 

DATE OF VALUATION

Our opinions of Market Value are as at 31 March 2011. Property values may change over a relatively short period of time and, as such, our valuations may not be valid on any date other than the stated valuation date.

 

TERMS OF REFERENCE

We understand the portfolio comprises 77 properties held for investment purposes, the majority of which are let to either the UK Government or Trillium (Prime) Property GP Ltd, and located throughout the UK. 55 are held freehold/heritable, 4 are held on a part freehold and part long leasehold basis and 18 are long leasehold (over 50 years). All the properties are identified on the attached schedules.

Your advisor, Wichford Property Management Limited ("WPML"), has provided us with files which include floor areas, which we understand were calculated in accordance with the current RICS Code of Measuring Practice and upon which we have relied.

We have been provided with, and have relied on, summary tenancy schedules prepared by your managing agents Eddisons, Watson Day and Envoy Property Management. In addition to this, we have received updates from your advisers WPML.

All of the properties have been internally inspected during April 2011.

As agreed, although we have reflected our knowledge of market trends in the locality, except where you have advised us to the contrary, we have assumed that there have been no material changes to any of the properties or their surroundings that could have a material effect on the value of Wichford P.L.C.'s interest.

With the exception of the above, the terms of reference are in accordance with the attached Valuation General Procedures and Conditions and our Standard Terms of Conditions of Business for Valuations, also enclosed.

 

STATUS OF VALUER

We would confirm we have acted as External Valuers in undertaking this valuation.

This valuation has been co-ordinated by Richard Booth MRICS under the supervision of William Newsom FRICS. We confirm that they have the knowledge, skills and understanding to undertake this valuation competently.

We are required by RICS regulations to disclose the following:

 

• William Newsom has supervised the valuation of this portfolio since September 2010, and Savills Commercial Limited has been undertaking the instruction since this time. We have agreed that the authorised signatory on this valuation will be rotated at least every seven years.

• This firm has no other current or recent fee earning relationship with Wichford P.L.C. apart from valuation services.

• In the financial year ending 31 December 2010, the total fees earned from Wichford P.L.C. and connected parties, was less than 5% of Savills Commercial Limited turnover.

 

VALUATION

1.1 Basis

This report has been prepared in accordance with Royal Institution of Chartered Surveyors' ("RICS") Valuation Standards, 6th edition (the "RICS Red Book") and in accordance with Rule 29 of the City Code on Takeovers and Mergers

Our valuations have been prepared on the basis of Market Value, the definition of which is set out at Practice Statement 3.2, and which is defined as follows:

"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."

Our valuation has been arrived at predominantly by reference to market evidence for comparable property.

We have made no allowance for any Capital Gains Tax or other taxation liability that might arise upon a sale of the properties, nor have we allowed for any adjustment to any of the properties' income streams to take into account any tax liabilities that may arise.

Our valuation is exclusive of VAT (if applicable).

Excluded from our valuation is any additional value attributable to goodwill, or to fixtures and fittings which are only of value in situ to the present occupiers.

No allowance has been made for rights, obligations or liabilities arising in relation to fixed plant and machinery and it has been assumed that all fixed plant and machinery and the installation thereof complies with the relevant EEC legislation.

1.2 Market Value

We are of the opinion that the aggregate Market Value of the properties in the portfolio, as at 31 March 2011, is:

Properties held for investment:

 

Freehold

£304,070,000

Freehold and long leasehold

£18,650,000

Long Leasehold (over 50 years)

£92,715,000

Property held for development

£12,250,000

TOTAL

£427,685,000

 

(Four Hundred and Twenty Seven Million Six Hundred and Eighty Five Thousand Pounds)

The total valuation figure reported is the aggregate total of the individual properties and not necessarily a figure that could be achieved if the portfolio were to be sold as a single holding.

The largest property by value in the portfolio is Centenary Court, Bradford which represents 6.50% of the total.

 

1.3 EFFECT OF GOVERNMENT POLICIES

We would point out that the Government's policy of cutting public spending will have a significant impact on a number of Government Departments (particularly those that 'spend' rather than 'collect' revenue), and this will undoubtedly affect their occupational requirements. Whilst the full impact of these cuts is some way off, it is likely that investors will be more concerned regarding those leases where expiries or breaks occur within the next five years. We have reflected our perception of market sentiment towards those matters at the date of valuation, but that sentiment may change depending on the impact of the cuts.

 

1.4 LEASE LENGTH/OVER-RENTING

The majority of the properties in the portfolio are let at rents which are in excess of the current market levels. This is likely to have a negative impact on the capital value of those properties with a shorter term certain as the reversion to market level approaches.

 

1.5 CONFIDENTIALITY

We acknowledge and consent that Wichford P.L.C. may disclose this report and valuation to any regulatory, governmental or supervisory body, to its affiliates, professional advisers, auditors, rating agencies and partners, to potential syndicate members, and where required by the rules of any stock exchange on which the shares or other securities of the relevant recipient are listed, in particular for compliance with Rule 29 of the City Code on Takeovers and Mergers.

In accordance with the recommendations of the RICS, we would state that this report is provided solely for the purpose stated above. It is confidential to and for the use only of the parties to whom it is addressed, and no responsibility is accepted to any third party for the whole or any part of its contents. Any such parties reply upon this report at their own risk.

Neither the whole nor any part of this report or any reference to it may be included now, or at any time in the future, in any published document, circular or statement, nor published, referred to or used in any way without our written approval of the form and context in which it may appear.

 

Yours faithfully

 

 

 

 

 

 

William A C Newsom FRICS

Director- UK Head of Valuation

RICS Registered Valuer

 

Andrew Skinner MRICS

Director - Valuation

RICS Registered Valuer

 

For and on behalf of Savills Commercial Limited

 

 

 

SCHEDULE A: FREEHOLD/HERITABLE PROPERTY IN THE UK HELD FOR INVESTMENT

 

Approx

Market

 Value

Address

Description

Age

Tenancies

31 March 2011

Lord Cullen

House,

Fraser Place,

Aberdeen

AB25 3TP

Purpose built, three and four-storey office building totalling 32,788 sq ft (3,046 sq m). Built in three phases: Phase 1 completed 1978, refurbished in 1993; Phase 2 completed late 1978, refurbished in 1993; Phase 3 completed in 1996.

 

Open plan offices, solid floors, suspended tile ceilings, gas central heating. 72 car parking spaces.

1978/

1996

 

 

 

 

 

 

 

 

Entire let on a full repairing and insuring lease to The First Secretary of State, for a term of 25 years from 2 February 1996 at a current rent of £478,250 per annum. The rent is reviewed five yearly, on an upward only basis.

£6,030,000

Unit 19

West Tullos Industrial Estate, Wellington Road,

Aberdeen

AB12 3LQ

The property comprises a purpose built showroom and warehouse of steel portal frame construction. It is arranged over 2 floors and totals 44,649 sq ft (4,148 sq m) of accommodation.

1973

Entire let to Aberdeen City Council for a term of 125 years from 25 February 2009 expiring 24 February 2134 without any break option. The current rent is £100,000 per annum with 5 yearly upwards only reviews.

£2,365,000

DSA

Gibfield Park Avenue

Atherton

M46 OSU

The property comprises a driving test centre totalling 1,852sq ft (172 sq m). Built in 2009, the property is a single storey framed building including gas fired central heating, suspended ceilings and an air handling system. 27 car parking spaces and an external tarmacadamed test area (extending to 2.25 acres) are provided.

2009

Entire let on a full repairing and insuring lease to The Secretary of State for Communities and Local Government for 40 years from January 2009, subject to a tenant only break option in January 2034. The annual rent is £180,000 per annum

£3,575,000

Cooper House, 59 Peel Street, Barnsley

S70 2RL

A 1990s, self contained office building arranged over ground and three upper floors extending to 21,699 sq ft (2,016 sq m). Internally, the accommodation features raised floors, suspended ceilings with Category II lighting and air-conditioning.

 

1992

Entire let to Secretary of State for Environment at a rent of £260,223 per annum.

 

Tenant break at 31 March 2018. The rent is reviewed five yearly, upwards only, in line with CPI.

£3,400,000

The Woodlands, Manton Lane, Bedford, MK41 7LW

 

The property comprises a four storey modern office building with additional stand alone single storey annexe, both of which provide open plan accommodation.

 

1985

The main building is let to The First Secretary of State for a period of 15 years from 12 August 2005, subject to a tenant only break option in August 2015, at a rent of £981,555 per annum.

 

The fourth level of the main building is leased back from The Secretary of State to the freeholder for a period of 15 years less one day from 12 August 2005 at a peppercorn rent, and is subsequently underlet to R.K. Harrison for a period expiring 7 August 2020, subject to a tenant only break option in September 2012, at a rent of £323,290 per annum.

 

The Annexe is let to Amey LG Limited on a ten year lease from 26 November 2005 expiring 31 March 2016, with a tenant's option to break at 31 March 2011.

 

The total current income derived from the property is £1,433,178 per annum.

£15,650,000

Chailey House, 30 Cardington Road, Bedford, MK42 0EX

A mid Victorian building on two floors with an early 1970s three storey extension. The property provides approximately 16,640 sq ft (1,546 sq m) of office accommodation and has 53 car parking spaces.

 

Internally, the specification comprises suspended ceilings and carpeted floors. Heating is by means of wall mounted hot water radiators supplied from two gas fired boilers.

Part mid Victorian, part 1972

Entire let to The First Secretary of State on full repairing and insuring terms for 20 years from 22 December 2005, subject to a tenant's only break option on 2 April 2021, at a current rent of £125,000 per annum. The rent is to be reviewed five yearly to the market rent, on an upwards or downwards basis.

£1,950,000

Theatre House, Kingsway, Billingham TS23 2NA

Purpose built two storey office building totalling 6,970 sq ft (648 sq m). The specification includes gas central heating and suspended ceilings. Parking on site for 18 cars.

 

 

 

 

 

1995

Entire let to The First Secretary of State on full repairing and insuring terms for 25 years from 24 February 1995, subject to a tenant only break option in March 2018.

 

The current rent is £64,260 per annum and is reviewed five yearly.

£760,000

Great Western House, Woodside, Birkenhead CH41 6DA

Purpose built office building on basement, ground and three upper floors totalling 83,445 sq ft (7,752 sq m).

 

Air-conditioned, raised floors. 195 car parking spaces

 

 

 

 

 

 

1993

Entire let on a full repairing and insuring lease to The Secretary of State for the Environment, for a term of 25 years from 1 April 1993 at a current rent of £780,641 per annum.

 

Tenant only break option at 31 March 2018. The rent is reviewed five yearly, upwards only, in line with CPI.

£9,655,000

2308, Coventry Road, Sheldon, Birmingham B26 3JZ

The property comprises a 1990s, three/part four storey "T" shaped office building extending to a net internal floor area of 28,987 sq ft (2,693 sq m). There is decked car parking to the rear with 120 marked spaces and a further 46 external spaces.

 

 

 

 

 

 

 

 

 

 

 

1990s

The ground and first floor are let on two separate leases to The Secretary of State for Transport Local Government and the Regions on full repairing and insuring terms expiring 26 April 2011, at a combined rent of £287,385 per annum.

 

The second and third floors are let on two separate leases to Severn Trent Water Services plc on full repairing and insuring terms expiring 26 April 2011, at a combined rent of £205,835 per annum.

 

The total current rent is £493,220 per annum.

£2,250,000

Centenary Court, 1 St. Blaise Way, Bradford BD1 4DB

 

 

Purpose built five-storey office building in two separate blocks extending to 104,875 sq ft (9,743 sq m) (area stated in lease). The accommodation is open plan with gas-fired central heating, raised floors and suspended ceilings. There are 100 on site car parking spaces.

1990s

Entire building is let to The First Secretary of State on two full repairing and insuring leases until 3 April 2027 at a current rent of £1,750,000 per annum, with five yearly reviews to RPI. The outstanding rent review has been agreed at £2,010,360 pa. There is a tenant's break option on each lease on 2 April 2021.

£27,800,000

Phoenix House, Rushton Avenue, Thornbury, Bradford BD3 7BH

 

Detached office building on basement and four upper floors, totalling 43,291 sq ft (4,021 sq m) (area stated in lease for review purposes).

 

Refurbished in 2002. Specification includes raised floors and a Building Management System. 25 car parking spaces with separate car park for approximately 31 cars.

1950s

Entire let on a full repairing and insuring lease to First Secretary of State, for a term of 15 years from 31 October 2002 at a current rent of £452,201 per annum. The rent is reviewed five yearly, upwards only.

£4,750,000

Hanover House, Northgate Street, Bridgwater, TA6 3HG

Purpose built, L-shaped office building on ground, first and second floors, totaling 20,923 sq ft (1,943 sq m).

 

The accommodation is centrally heated, with suspended ceilings and Category II lighting to ground and first floors. 31 car parking spaces are provided.

1978

Entire let on a full repairing and insuring lease to Trillium (Prime) Property GP Ltd until 31 March 2018. The current rent is £185,173 per annum.

 

The rent is reviewed upwards only on 29 September 2014 in line with RPI from the date of a Deed of Variation.

£2,350,000

Crescent Centre, Temple Back, Bristol

BS1 6EZ

The property comprises an office building arranged in five blocks. It extends to 88,503 sq ft (8,222 sq m). The specification includes refurbished common parts, air conditioning, perimeter trunking and Category II lighting.

1970s

The property is multi let to 5 tenants on 18 leases. The majority of the income is derived from The Secretary of State for Communities and Local Government until 2023, subject to a tenant only break option in 2021. The remainder of the income is let to various covenants until 2012. Two suites are vacant.

 

The total income is £1,163,639 per annum.

£13,600,000

Unicorn House, 28 Elmfield Road, Bromley

BR1 1NX

An office building, built during the early 1980s, arranged over basement, ground and six upper floors. The property provides approximately 57,751 sq ft (5,365 sq m) of accommodation and has 59 car parking spaces.

 

The specification includes raised floors, suspended ceilings with recessed Category II lighting and an air handling system.

c.1983

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Entire let to Trillium (Prime) Property GP Ltd by way of a reversionary lease, to 31 March 2022 with a tenant's only option to break on 31 March 2018. The rent is £1,200,000 per annum. There will be rent reviews on 25 March 2015 and 2020 in line with the RPI CHAW Index. London Electricity Board has a lease for an electricity transformer on site, for a term of 60 years from 29 June 1982 at a peppercorn rent, if demanded

£13,350,000

Ty Cambrian House, 29 Newport Road, Cardiff CF24 0TP

1970s office building on basement, ground and six upper floors. Extension to rear comprising part ground floor office accommodation and under-croft car parking, with four and five upper levels. Total area 34,458 sq ft (3,201 sq m). The accommodation is centrally heated with partial air conditioning, solid concrete floors, and suspended ceilings. Ten car parking spaces are provided.

1970s

and

2002

Entire let on a full repairing and insuring lease to The First Secretary of State for a term of 16 years from 12 August 2002 at a current rent of £417,358.50 per annum. The rent is reviewed five yearly, upwards only.

 

£5,260,000

Wren House, Hedgerows Business Park, Colchester Road, Chelmsford,

CM2 5FP

The property comprises a self-contained office building arranged over ground, first and second floors extending to a net internal area of 13,857 sq ft (1,287 sq m), along with ancillary car parking. It was constructed in the early 1990s and includes 58 car parking spaces.

 

 

1990s

 

 

 

 

 

 

 

 

 

 

 

Entire let on a full repairing and insuring lease to The First Secretary of State for a term of 15 years from March 2003 subject to a tenant's break option on 3 March 2013. The passing rent is £250,000 per annum, which is subject to five yearly upward only rent reviews.

£2,150,000

Chantry House, 55 / 59 City Road and Crewe Street, Chester

CH1 3AQ

Purpose built office building on ground and three upper floors totalling 34,645 sq ft (3,218 sq m). The specification includes solid floors, perimeter trunking and suspended ceilings. 24 car parking spaces are provided.

1970s

Entire let on a full repairing and insuring lease to The Secretary of State for the Environment, for a term of 25 years from 29 September 1978, with a reversionary lease to Trillium (Prime) Property GP Limited until 31 March 2018. The current rent passing is £331,110 per annum.

£4,665,000

Cyppa Court, Avenue La Fleche, Chippenham, SN15 3LH

Purpose built office building on basement, ground and two upper floors, totalling 12,557 sq ft (1,166 sq m).

 

The accommodation is centrally heated, including raised floors. 36 car parking spaces, including 19 in the basement, are provided.

1990s

Entire let on a full repairing and insuring lease to The First Secretary of State for the Environment, for a term of 25 years from 25 March 1994 at a current rent of £190,541 per annum.

 

There is a break at 31 March 2018. The rent is reviewed five yearly, upwards only in line with CPI. The next review is due in March 2014.

£2,400,000

St. Anne House, 20/26 Wellesley Road, Croydon

CR9 2UL

 

A purpose built office building on ground and twelve upper floors totalling 73,234 sq ft, (6,804 sq m) providing open plan, rectangular floor plates of approx. 6,000 sq ft (557 sq m). The reception, common parts and fourth to 12th floors have air conditioning and suspended ceilings. There are 63 car parking spaces (24 in basement and 39 in a rear surface car park).

1970s

Floors 4 - 12 are let to The Home Office for a 15 year term expiring on 28 April 2017 with five yearly rent reviews and a tenant's option to break on 29 April 2012. The current rent is £850,000 per annum.

 

The ground to third floors are currently vacant.

£11,500,000

 

7/15 Buccleuch Street, Dalkeith EH22 1HB

A purpose built office building on ground and two upper floors. The property interconnects at ground floor level with 15 Buccleuch Street (not owned). The accommodation extends to 7,119 sq ft (661 sq m) and has raised floors, gas central heating and a passenger lift. There are 8 car parking spaces on site.

1980s

Entire let to The First Secretary of State for a term of 25 years on a full repairing and insuring lease expiring on 31 March 2023 subject to a tenant option to break at 31 March 2018. The current rent is £117,402 per annum and is subject to five yearly reviews, the next being on 28 February 2015, in line with CPI.

£1,385,000

Driving Standards Agency, Kilspindie Road, Dundee,

DD2 3QH

The property comprises a driving test centre of 1,118 sq ft (104 sq m), together with a tarmacadamed test area and ancillary car parking.

2010

Entire let to The Secretary of State Communities and Local Government for a term of 40 years expiring 25November 2050. There is a tenant break on 26 December 2025 and 5 yearly thereafter. The current rent is £150,000 per annum and is reviewed in line with RPI.

£2,575,000

Lindsay House, 18/30 Ward Road, Dundee

DD1 1QB

A purpose built office building on ground and two upper floors and extending to 39,224 sq ft (3,644 sq m). The accommodation benefits from central heating and two passenger lifts. There are 27 car parking spaces on site.

 

1978

Entire let on a full repairing and insuring lease to The Secretary of State for Works and Pensions for a term of 45 years expiring on 14 May 2023 with a tenant's break clause in May 2018. The current rent is £370,564 per annum and is reviewable every fifth year of the term, in line with CPI.

£4,885,000

Sidlaw House, 4 Explorer Road, Dundee

DD2 1DX

Two storey office building totalling 59,224 sq ft (5,502 sq m) purpose built as a call centre. The specification includes raised floors, suspended ceilings and air conditioning. 450 car parking spaces are provided.

 

2000

Entire let on a full repairing and insuring lease to The First Secretary of State for a term of 16 years from 29 June 2001 at a rent of £788,273 per annum and thereafter is reviewed five yearly, upwards only.

£8,770,000

 

Ladywell House, Ladywell Road, Edinburgh

EH12 7TB

Four interlinked purpose built office buildings ranging from two to five floors and extending to a total of 50,935 sq ft (4,732 sq m). The accommodation has been refurbished and benefits from raised floors, gas central heating and passenger lifts to all floors. There are 106 car parking spaces on site.

 

1960s

Entire let on a full repairing and insuring lease to The First Secretary for a term of 24 years from 24 January 1996 at a current rent of £675,000 per annum, with five yearly rent reviews. The reviews are on an upwards or downwards basis.

£8,250,000

1a Parliament Square, Edinburgh

EH1 1RF

The property is a Grade A listed building arranged over basement, ground, first and second floors. Refurbished in 2009, it provides 9,404 sq ft (874 sq m) of court and office accommodation, the specification of which includes gas fired central heating, LG7 lighting and comfort cooling.

 

1845

Entire let on a full repairing and insuring lease to The City of Edinburgh Council until January 2022 at a rent of £325,590 per annum. The rent is subject to five yearly rent reviews linked to the increase in the RPI, subject to a collar of 3% and a cap of 7%.

 

£5,250,000

Unit 1, Astra Park, Courteney Road, Gillingham

ME8 0RY

The property comprises a single storey office building of 1,572 sq ft (146 sq m) and a tarmacadamed motorcycle manoeuvring area.

2010

Entire let on a full repairing and insuring lease to The Secretary of State for Communities and Local Government until January 2050, subject to a tenant only break option in March 2025. The passing rent is £250,000 per annum and is subject to five yearly rent reviews based on the open market rent or the increase in the RPI.

 

£4,110,000

2 Derby Street, Grays

RM16 8QQ

A purpose built office building

on ground and two upper floors and extending to 11,967 sq ft (1,112 sq m). The accommodation benefits from raised floors, gas central heating and a passenger lift. There are 34 car parking spaces on site.

 

1995

Entire let on a full repairing and insuring lease to Trillium (Prime) Property GP Ltd at a rent of £155,842 per annum. Tenant break at 31 March 2018. The rent is reviewable every fifth year of the term, in line with CPI.

 

£1,965,000

 

Ward Jackson House, Raby Road, Hartlepool TS24 8AA

 

 

 

 

 

 

 

 

 

 

 

Three storey office building, built in 1995, providing 20,828 sq ft (1,934 sq m) of accommodation along with 46 car parking spaces. The specification includes raised floors, suspended ceilings with recessed Category II lighting and is centrally heated via a gas-fired boiler serving wall-mounted radiators.

 

1995

Entire let on a full repairing and insuring lease to The Secretary of State For Communities and Local Government for a term of 25 years from 13 November 1996 on full repairing and insuring terms at a current rent of £201,500 per annum. There is a tenant's break option on 31 March 2018. The rent is to be reviewed five yearly, upwards only. The November 2011review has been settled in advance at nil increase

£2,380,000

St. Clare House, Princes Street, Ipswich

IP1 1PH

 

The property provides office accommodation on ground, podium, mezzanine and 11 upper floors, totalling 82,524 sq ft (7,667 sq m). The building is served by two escalators within the entrance and three main passenger lifts. 31 car parking spaces are located on site.

 

Internally, the specification provides suspended ceilings and carpeted floors. Toilet facilities are located at each floor level.

 

1960s

Entire let on a full repairing and insuring lease to The First Secretary of State on a full repairing lease expiring on 31 July 2023 subject to five yearly upward only reviews. There is a tenant only break clause on 2 April 2021. The current rent is £695,000 per annum.

£8,760,000

21/22 Park Place and 71/77 Park Street

Leeds

LS1 4UR

 

The property is arranged on basement, ground and three upper floors, providing 39,169 sq ft (3,639 sq m) of office accommodation. The specification includes gas central heating, perimeter trunking and suspended ceilings.

1970s

Entire let on a full repairing and insuring lease to The Secretary of State for the Environment for a 18 years term from 1 April 2000 at a rent of £635,719 per annum reviewed at every fifth year of the term

 

£7,280,000

Waterside House,

Waterside Court, Kirkstall Road, Leeds

LS4 2QB

 

The property comprises three former mill buildings converted in 2000 to provide office accommodation. Two of the buildings, Waterside East and Waterside West, have been joined with a glazed reception area. The third, Waterside II, is detached. The whole property provides 35,996 sq ft (3,344 sq m) of net internal space together with 126 car parking spaces.

 

1800s

Let on a full repairing and insuring lease to The Secretary of State For The Environment for 15 years from 19 May 2000, at a rent of £525,000 per annum. The interest includes an advertising hoarding which generates £2,000 per annum.

 

 

£5,850,000

Prudential Buildings, 36 Dale Street,

Liverpool

L2 5UZ

Six-storey office building built in 1885, with a tower added in 1904. The ground and first floors comprise Tribunal Rooms, with ancillary offices to the remainder of the upper floors and storage to the basement level. Also provided at ground floor and fronting Dale Street is a separate, self-contained retail unit which is occupied as a nailbar. In total, the property extends to 24,851 sq ft (2,308 sq m).

 

1885

The ground floor retail unit is let to Abdul Suliman on a full repairing and insuring lease for a term of fifteen years from 15 December 2003 at a rent of £13,000 per annum with open market reviews every fifth year of the term.

 

The offices are let on a full repairing and insuring lease to The First Secretary of State, for a term commencing on 11 October 2002 and expiring on 31 March 2018. The initial rent reserved is £274,366 per annum. The rent is subject to fixed rent reviews at five yearly intervals to 2.5% compounded annually.

 

The total rent derived from the property is £287,366 per annum.

 

£3,750,000

63/67 Newington Causeway, London

SE1 6LS

 

The property comprises an early 1980s, self-contained office building arranged over basement, ground and three upper floors with landscaping and ancillary car parking. The building provides 23,799 sq ft (2,211 sq m) of accommodation and 7 car parking spaces.

 

1980s

Let to Trillium (Prime) Property GP Ltd for a term commencing on 21 December 2010 and expiring on 24 December 2023, subject to a tenant's break option in 2018. The rent is reviewed in December 2015 to the higher of the Market Rent or £336,000 per annum. The current rent is £315,000 per annum. The basement and third floor are vacant

 

£4,250,000

Armstrong Road, Acton, London

W3 7JL

 

Detached purpose built office building on three floors totalling 40,792 sq ft (3,790 sq m). Predominately open plan offices with raised floors, Category II lighting in a part curved suspended ceiling and recessed spotlights. Gas fired central heating and natural ventilation system. 71 car parking spaces are provided.

 

 

2003

Entire let on a full repairing and insuring lease to Trillium (Prime) Property GP Limited from 25 December 2003 expiring 31 March 2019 (with a tenant's break option in March 2018). The property is sub-let to the Department of Social Security until March 2018. The current rent is £687,667 per annum.

 

£8,650,000

St. Katherine's House, 21-27 St. Katherine's Street, Northampton

NN1 2LG

 

A purpose built 'L' shaped office building on ground, mezzanine and five upper floors and extending to a total of 29,094 sq ft (2,703 sq m). The accommodation benefits from gas fired central heating and two passenger lifts. There are 20 car parking spaces on site.

 

1971

Entire let on a full repairing and insuring lease to The First Secretary of State for a term of ten years from 5 June 2003 at a current rent of £290,000 per annum.

 

£3,125,000

Tweedale House, 75 Union Street, Oldham

OL1 1LH

A purpose built, self-contained, "L" shaped, three-storey office building, which we understand was constructed in 1992. The whole property extends to 20,622 sq ft (1,915 sq m) and includes parking for 12 cars.

1992

Entire let to The Secretary of State for Communities and Local Government on a full repairing and insuring lease until March 2023 subject to a tenant only break option March 2018. The current passing rent is £205,000 per annum and is reviewable every five years in line with CPI. The May 2010 rent review is outstanding and has been agreed at £216,912 per annum.

 

£2,845,000

47/51

High Street,

Paisley

PA1 2AN

 

 

 

 

 

 

Purpose built office building on basement, ground and two upper floors extending to 13,922 sq ft (1,293 sq m). The accommodation has gas central heating, suspended ceilings and a lift. There are 11 car parking spaces in the basement.

 

 

1995

Entire let to The Secretary of State for the Environment on full repairing and insuring terms with a tenant break at 31 March 2018. The current rent is £195,000 per annum and is subject to five yearly upward only rent reviews in line with CPI. The September 2010 rent review is currently outstanding.

 

£2,540,000

64 Exeter Street and 63/65 Bretonside,

Plymouth

PL4 0AJ

 

 

The property comprises a detached eight-storey building of steel frame construction. The building comprises 61,357 sq ft (5,700 sq m) of office accommodation. There is undercroft car parking for 30 cars.

 

c.2000

The majority is let to Trillium (PRIME) Property GP Limited on a full repairing and insuring basis until May 2021, subject to a tenant break option in March 2018, at a rent of £854,788 per annum. The lease is subject to five yearly upward only rent reviews in line with CPI, the next being due on 18 May 2011.

 

One office suite is let to Hagthorn Parry until January 2017 at £61,405 per annum.

 

The total income derived from the property is £916,193 per annum.

 

£12,260,000

West Point and Centre Court, Ebrington Street, Plymouth

PL4 9RF

 

The property comprises two

interlinking buildings; Centre

Point, a two storey building

fronting Exeter Street, and

West Point, a four storey

building fronting Ebrington

Street. The accommodation totals 27,815 sq ft (2,584 sq m).

1980s

The majority of West Point is let to The Secretary of State until March 2024, subject to a tenant only break option in April 2021, at £136,500 per annum. Principle Leasehold occupies part of Centre Court by way of two leases expiring in March 2016 at a combined rent of £132,500 per annum. The ground floor of Centre Court is let to the Primary Care Trust until February 2016, subject to a tenant only break option in February 2013 at a rent of £69,732 per annum. The total rent derived from the property is, £338,732 per annum.

 

£3,760,000

Foliot House and Units 3/4/5, Brooklands Office Campus,

Budshead Road, Plymouth

PL6 5XR

 

Two purpose built office buildings extending to a total floor area of 19,516 sq ft (1,813 sq m). The accommodation has central heating and suspended ceilings. There are 72 on site car parking spaces.

 

1680s

Part let to The Secretary of State on full repairing and insuring terms for 25 years expiring September 2015 at a current rent of £165,000 per annum. The remainder let to Lloyds TSB Bank Plc on full repairing and insuring terms for 25 years expiring 20 December 2014 at a current rent of £79,500 per annum. The total income derived from the property is £244,500 per annum.

 

£2,450,000

Portland House, West Dyke Road, Redcar

TS10 1DH

 

Two storey office building providing approximately 9,509 sq ft (883 sq m) of accommodation together with 16 car parking spaces.

 

Internally, the specification includes raised floors, suspended ceilings with recessed Category II lighting and is centrally heated via a gas-fired boiler serving wall- mounted radiators.

 

1995

Entire let on a full repairing and insuring lease to The First Secretary of State on full repairing and insuring terms for 25 years from 11 December 1995 at a current rent of £85,122 per annum. The rent is reviewed five yearly, upwards only. The tenant has a break option in March 2018.

 

£1,000,000

Transpennine 200, Pilsworth Road, Heywood, Rochdale

OL10 2TA

An industrial and office building, which extends to 98,735 sq ft (9,173 sq m) and occupies an extensive site of approximately 5.33 acres providing 171 parking spaces.

 

2006

Entire let on a full repairing and insuring lease to The Secretary of State for Communities and Local Government for a term of 15 years, subject to a tenant's break option in 2016, with five yearly upward only rent reviews subject to minimum levels. The initial rent is £1,120,266 per annum, comprising a base rent of £703,638 together with a supplemental rent of £416,628 reflecting an enhanced specification. The supplemental rent will not continue after the end of year ten. The rent is increased in year five to a minimum of £1,305,872 per annum.

 

£13,300,000

Bradmarsh Business Park, Bow Bridge Close, Rotherham

S60 1BW

 

A purpose built office and call centre on ground and first floor extending to 14,420 sq ft (1,340 sq m). The accommodation benefits from raised floors, gas central heating and a passenger lift. There are 83 car parking spaces on site.

 

c.1998

Entire let on a full repairing and insuring lease to The Environment Agency for a term of 25 years from 29 April 1998. The tenant has a break option on 29 April 2013. The current rent is £138,750 per annum.

 

£1,455,000

Kings Court,

80 Hanover Way, Sheffield

S3 7UF

 

Self-contained office building on basement, ground and three upper floors totalling 54,219 sq ft (5,037 sq m).

 

The property features raised floors, suspended ceilings with recessed strip lights and comfort cooling. 46 car parking spaces are provided in the basement.

 

1991

Entire let on a full repairing and insuring lease to The First Secretary of State until 2023 subject to a tenant only break option in March 2018 at £725,000 per annum. The rent is reviewed five yearly, upwards only, in line with CPI.

 

£10,000,000

Trinity House, High Street, Smethwick

B66 3AD

A rectangular shaped, purpose built office building constructed in the mid 1990s on ground and first floors and extending to 12,394 sq ft (1,152 sq m) net. The offices have gas fired central heating and a passenger lift. There are 26 car spaces on site.

 

1996

Entire let on a full repairing and insuring lease to The Secretary of State For The Environment for a term from 27 March 1997, expiring 31 March 2023, subject to a break at 31 March 2018. The current rent is £159,375 per annum with the next review occurring in 2017 in line with CPI.

£1,940,000

 

Approx

 

Address

Description

Age

Tenancies

 

 

St. Cross House, 18 Bernard Street, Southampton SO14 3PJ

 

A purpose built office building on ground to sixth floors extending to 42,983 sq ft (3,993 sq m). The offices benefit from gas central heating and two passenger lifts. There are 27 car parking spaces on site.

1974

Entire let to The Secretary of State for the Environment for a term from 12 September 1974 expiring 31 March 2023, at a rent of £464,675 per annum and is reviewable every fifth year of the term, in line with CPI. The lease has a break at 31 March 2018.

£5,875,000

 

 

DSA, Kier Park, Cowley Mill Road, Uxbridge

UB8 2XW

The property comprises a single storey office building of 1,245 sq ft (116 sq m) together with a tarmacadamed external yard used for motorcycle testing.

2010

Entire let on a full repairing and insuring lease to The Secretary of State for Communities and Local Government until April 2050, subject to a tenant only break option in April 2030. The rent is £335,000 per annum which is subject to five yearly upward only rent reviews based on the increase in the RPI.

£6,350,000

 

 

The Grange, 501 Uxbridge Road, Uxbridge

UB4 8HL

The property comprises a two storey office building extending to 11,478 sq ft (1,066 sq m).

1980s

Entire let on a full repairing and insuring lease to The Secretary of State for Environment, Transport and the Regions until March 2018 at £180,000 per annum. Rent reviews are five yearly and are based on the open market rental value of the building.

£2,200,000

 

 

Exchange House, 60 Exchange Road, Watford

WD18 0LL

The property comprises a five storey office building extending to 62,926 sq ft (5,846 sq m).

1960s

Entire let on a full repairing and insuring lease to Trillium (Prime) Property GP Limited until 2023, subject to a tenant only break option in March 2018, at £854,000 per annum. The next rent review is due in September 2014 and is linked to the increase in the CPI.

£9,780,000

 

 

Westwey House

Westwey Road

Weymouth

DT4 8TE

A purpose built office building on ground to third floors and extending to 28,856 sq ft (2,681 sq m). In 2009 the third floor was refurbished and extended by the tenant increasing the floor area to 33,721 sq ft (3,133 sq m).

 

The property is fitted out with suspended floors, under floor trunking, suspended ceilings and air conditioning.

 

There are 120 car parking spaces.

1971

Entire let on a full repairing and insuring lease to The Secretary of State for Communities and Local Government for a term of 99 years less 3 days expiring on 3 May 2070 at a current rent of £110,000 per annum.

£2,500,000

 

 

Molineux House, Temple Street Wolverhampton

WV2 4AN

The property comprises a 1980s, three and four storey, "L" shaped office building which is interconnected at one end with Temple House. It extends to a net internal floor area of approximately 32,437 sq ft (3,014 sq m) and there is car parking to the rear with 44 marked spaces.

1980s

Entire let on a full repairing and insuring lease to Trillium (Prime) Property GP Ltd expiring 31 March 2018 and incorporating an RPI linked rent review in 2014. The current passing rent is £315,874 per annum.

£4,120,000

 

 

Temple House, Temple Street, Wolverhampton

WV2 4AU

The property comprises a three storey office building extending to 27,455 sq ft (2,551 sq m).

1990s

Entire let on a full repairing and insuring lease to The Secretary of State form the Environment until March 2018. The rent is £306,883 per annum and is subject to five yearly upward only rent reviews based on the increase in the RPI.

£4,050,000

 

 

Athena House, Kettlestring Lane, Clifton Moor, York

YO30 4XF

The property comprises a self-contained, two storey office building with offices on the ground and first floors and storage to the second floor within the roof space. External tarmacadamed car parking is provided for 57 cars. In total, the property extends to approximately 23,192 sq ft (1,174 sq m) of net internal floor area. The specification includes raised floors, suspended ceilings incorporating LG3 lighting, and air conditioning. Heating is provided by a gas fired panel radiator system.

2005

The property let by way of three leases to The First Secretary of State (ground and second floors) and North Yorkshire Police Authority (first floor), each for a term of 15 years from 4 February 2005 on full repairing and insuring terms, with five yearly upwards and downwards rent reviews (ground and first floors only).

 

The initial rents will be:

 

Ground - £130,221 per annum,

 

First - £136,634 per annum,

 

Second - £1.00 per annum (fixed for the term).

 

There is a tenant's break option

on 4 February 2015 in each lease.

£2,950,000

 

SUB TOTAL

£304,070,000

 

 

 

Wichford P.L.C.

c/o Wichford Property Management Limited

11 Haymarket

London SW1Y 4BP

United Kingdom

 

 

 

For the attention of The Directors:

 

Dear Sirs,

 

 

Client: Wichford P.L.C. (the "Company")

 

Property: Wichford Continental European Portfolio - five properties located in Germany and one property located in Holland (the "Portfolio")

 

Valuation Date: 31 March 2011

 

1. Terms of reference

1.1 Our Appointment

This Valuation Certificate is prepared in accordance with our re-appointment by Wichford Property Management Limited (WPML) and the Valuation Procedures and Assumptions enclosed within our Engagement Letter dated 24 September 2010.

Special Note

This Valuation Certificate is to be read in conjunction with our previous reports following and including our initial valuations as at 30th September 2008.

1.2 Purpose of Valuation

We understand that our Report and Valuation are required for your account purposes and for inclusion in the Company's Half-yearly Financial Report. 

 

We further understand that our Report and Valuation are required pursuant to your obligations under Rule 29 of the City Code on Takeovers and Mergers, in connection with which this Valuation Certificate will be published in the Company's preliminary results.

1.3 The Properties

The Portfolio comprises six office buildings located in Germany and Holland. More specifically, the properties are located in Berlin, Dresden, Cologne, Stuttgart, Halle (Germany), and The Hague (Holland).

 

These buildings include a collective total of approximately 70,000 sq m of mainly office space. The majority are single tenanted and located in secondary business districts.

1.4 Compliance with Valuation Standards

We confirm that the valuation has been prepared in accordance with the appropriate sections of the Practice Statements ("PS") contained within the RICS Valuation Standards, 6th Edition (the "Red Book"), in accordance with local market practice and in accordance with Rule 29 of the City Code on Takeovers and Mergers.

1.5 Status of Valuer and Conflicts of Interest

These valuations have been prepared under the supervision of David Poole, MRICS.

 

We are required by RICS regulations to disclose the following:

 

·; David Poole has supervised the valuation and coordination of the properties within the portfolio since September 2008. We agree that the authorised signatory on this valuation will be rotated every seven years.

 

·; DTZ Eurexi, DTZ Zadelhoff (Holland) and DTZ Zadelhoff Tie Leung GmbH (Germany) have had no other current or recent fee earning relationship with the Company apart from the valuation service.

 

We confirm that we do not consider that any conflict of interest arises with our duty to provide you with objective and independent valuations. We confirm that we do not have any material interest in the Company, its subsidiaries or any of the Properties. We further confirm that we have no material interest in the property and that we have undertaken this valuation in the capacity of External Valuers. We would draw your attention to our Terms and Conditions.

1.6 Fee Income from the Fund

DTZ Eurexi, DTZ Zadelhoff and DTZ Zadelhoff Tie Leung GmbH are wholly owned subsidiaries of DTZ Holdings plc (the "Group"). In the Group's financial year to 30th April 2010, the proportion of total fees payable by the Company to the total fee income of the Group was less than 5%.

1.7 Inspections

The properties located in Germany and Holland were each inspected internally and externally during September 2008 by local DTZ valuers. The property located in Berlin was re-inspected during September 2009, the properties located in The Hague, Halle and Gladbach were re-inspected during February 2010 and the properties located in Stuttgart and Dresden were re-inspected during March 2010. The local DTZ valuers are satisfied that this provided a representative view of the properties.

 

For the purpose of this valuation, we have made the assumption that there have been no material changes to any of the properties or their surroundings that could have a material effect on value since the most recent inspections.

1.8 Basis of Valuation

Our opinion of the Market Value of the properties has been primarily derived using comparable recent market transactions on arm's length terms.

 

Following your instructions, we have undertaken our valuation on the following basis:-

 

a. Market Value

 

We have set out the definitions of the above bases of valuation in Appendix B.

 

Our valuations are subject to our standard Valuation Terms, Conditions and Assumptions, which are included in Appendix C. Where appropriate you have confirmed that our Assumptions are correct so far as you are aware through your counter-signature of our Appointment Letter. In the event that any of our Assumptions prove to be incorrect then our valuations should be reviewed.

1.9 Market Value

The value of the property has been assessed in accordance with the relevant parts of the current RICS Valuation Standards, and according to local market practice. In particular, we have assessed Market Value in accordance with PS 3.2. Under these provisions, the term "Market Value" means:

 

"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".

 

In undertaking our valuations on the basis of Market Value we have applied the conceptual framework which has been settled by the International Valuation Standards Committee and which is included in PS 3.2. The RICS considers that the application of the Market Value definition provides the same result as Open Market Value, a basis of value supported by previous editions of the Red Book.

1.10 Report Format

In accordance with your requirements and our Appointment Letter, our Report takes the form of a certificate and schedule which should be read in conjunction with our previous Reports and Valuations (See Section 1.1 of this Report).

1.11 Assumptions

An Assumption is stated in the Glossary to the Red Book to be a "supposition taken to be true" ("Assumption"). Assumptions are facts, conditions or situations affecting the subject of, or approach to, a valuation that, by agreement, need not be verified by a valuer as part of the valuation process. In undertaking our valuations, we have made a number of Assumptions and have relied on certain sources of information. Where appropriate, you have confirmed that our Assumptions are correct so far as you are aware. In the event that any of these Assumptions prove to be incorrect, our valuations should be reviewed. The Assumptions we have made for the purposes of our valuations are referred to below:-

Title

We have not had access to the title deeds of any of the properties. We have made an Assumption that the Fund is in possession of a good and marketable freehold title in each case with the exception of the property located in Frankfurt which has been valued on a leasehold basis. We have assumed that the properties are free from rights of way or easements, restrictive covenants, disputes or onerous or unusual outgoings. We have also assumed that the properties are free from mortgages, charges or other encumbrances.

Condition of structure and services, deleterious materials, plant and machinery and goodwill

Due regard has been paid to the apparent state of repair and condition of each of the properties, but condition surveys have not been undertaken, nor have woodwork or other parts of the structures which are covered, unexposed or inaccessible, been inspected. Therefore, we are unable to report that the properties are structurally sound or free from any defects. We have made an Assumption that the properties are free from any rot, infestation, adverse toxic chemical treatments, and structural or design defects other than such as may have been mentioned in the body of our Valuation Report and the Appendices.

 

We have not arranged for investigations to be made to determine whether high alumina cement concrete, calcium chloride additive or any other deleterious materials have been used in the construction or any alterations, and therefore we cannot confirm that the properties are free from risk in this regard. For the purposes of these valuations, we have made an Assumption that any such investigation would not reveal the presence of such materials in any adverse condition.

 

No mining, geological or other investigations have been undertaken to certify that the sites are free from any defect as to foundations. We have made an Assumption that the load bearing qualities of the sites of the properties are sufficient to support the buildings constructed or to be constructed thereon. We have also made an Assumption that there are no abnormal ground conditions, nor archaeological remains present, which might adversely affect the present or future occupation, development or value of any of the properties.

 

No tests have been carried out as to electrical, electronic, heating, plant and machinery, equipment or any other services nor have the drains been tested. However, we have made an Assumption that all services are functioning satisfactorily.

No allowance has been made in these valuations for any items of plant or machinery not forming part of the service installations of the buildings. We have specifically excluded all items of plant, machinery and equipment installed wholly or primarily in connection with the occupants' businesses. We have also excluded furniture and furnishings, fixtures, fittings, vehicles, stock and loose tools. Further, no account has been taken in our valuations of any goodwill that may arise from the present occupation of any of the properties.

 

It is a condition of DTZ Eurexi and any related company, or any qualified employee, providing advice and opinions as to value, that the client and/or third parties (whether notified to us or not) accept that the Valuation Report in no way relates to, or gives warranties as to, the condition of the structure, foundations, soil and services.

Environmental matters

We have been instructed not to make any investigations in relation to the presence or potential presence of contamination in land or buildings, and to make an Assumption that if investigations were made to an appropriate extent then nothing would be discovered sufficient to affect value. We have not carried out any investigation into past uses, either of the properties or any adjacent land to establish whether there is any potential for contamination from such uses or sites, and have therefore made an Assumption that none exists.

 

In practice, purchasers in the property market do require knowledge about contamination. A prudent purchaser of these properties may require appropriate investigations to be made to assess any risk before completing a transaction. Should it be established that contamination does exist, this might reduce the values now reported.

 

We have no basis upon which to assess the reasonableness of this Assumption. If it were to prove invalid then the value would fall by an unspecified amount.

 

Sustainable development is currently a highly publicised subject (pressure from public opinion, changing regulations and a greater general awareness of market players) which could have an effect on future values. In our valuations, we are unable to predict the future changes in perception by market players on this subject, nor the impact of any changes to public regulation.

Areas

You have provided us with the floor areas of the properties that are relevant to our valuation. As instructed, we have relied on these areas and have not checked them on site. We have made an Assumption that the floor areas supplied to us have been calculated in accordance with local market practice.

Planning Information and Statutory Requirements

We have not made enquiries as to the local planning information for the purpose of this analysis; we have assumed that the properties are not subject to any planning related issues that may have an effect on our analysis. We would draw your attention to Appendix C.

Site

We have not made enquiries as to the cadastral references and site area of the subject properties.

Leasing

We have read all the leases and related documents provided to us by you. We have made an Assumption that copies of all relevant documents have been sent to us and that they are complete and up to date.

 

We have not undertaken investigations into the financial strength of the tenants. Unless we have become aware by general knowledge, or we have been specifically advised to the contrary we have made an Assumption that the tenants are financially in a position to meet their obligations. Unless otherwise advised we have also made an Assumption that there are no material arrears of rent or service charges, breaches of covenants, current or anticipated tenant disputes.

 

However, our valuations reflect the type of tenants currently in occupation or responsible for meeting lease commitments, or likely to be in occupation, and the market's general perception of their creditworthiness.

 

We have also made an Assumption that wherever rent reviews or lease renewals are pending or impending, with anticipated reversionary increases, all notices have been served validly within the appropriate time limits.

Portfolios and Lotting

No reduction or allowance has been made in analysis to reflect possible effect of flooding the market were the portfolio, or a substantial number of properties within it, to be placed on the market at the same time.

Taxation and Costs

We have not made any adjustments to reflect any liability to taxation that may arise on disposals, nor for any costs associated with disposals incurred by the owner. No allowance has been made to reflect any liability to repay any government or other grants, taxation allowance or lottery funding that may arise on disposals.

 

We have made deductions to reflect purchaser's acquisition costs, where appropriate for local market practice.

1.12 Information Received

Property information including updated tenancy schedules and Capex information has been provided under separate cover by the local Wichford asset managers to the local DTZ valuers in each country. Where there have been new leases signed since our previous valuation update, we have been provided with these leases.

 

We have been provided with all information requested and have relied upon this information for the purpose of this valuation update.

Information not provided

We have made an Assumption that the information the Client and its professional advisers have supplied to us in respect of the properties is both full and correct.

 

 

It follows that we have made an Assumption that details of all matters likely to affect value within your collective knowledge such as prospective lettings, rent reviews, outstanding requirements under legislation and planning decisions have been made available to us and that the information is up to date.

Our use of Information provided by the client

Our intervention consists of taking into consideration the relevant and useful documents or information for our valuation. We have not carried out a full examination or an audit of all documents provided.

2. Valuation

2.1 Market Value

We are of the opinion that the Market Value of the freehold interest in the properties within the portfolio as at 31 March 2011, subject to the Terms, Conditions, Assumptions and Comments in this Report and the Appendices is:-

 

 

Market Value as at 31 March 2011

Asset Number

Address

Market Value

€ excl.

1

Markgrafenstraβe 17/18, 10969 Berlin, Germany

18,550,000

2

Wiener Platz 6, 1069 Dresden, Germany

35,570,000

3

Kölner Straβe 20, 51429 Bergisch-Gladbach, (Cologne), Germany

12,170,000

4

Martin-Luther-Straβe 79, 71695 Ludwigsburg, (Stuttgart), Germany

29,200,000

5

Thueringer Straβe/Merseburger Straβe, 6112 Halle (Saale), Germany

38,370,000

6

"Haagse Veste 1" Satumusstraat 9, 2516 AD The Hague, Holland

23,100,000

Cumulative Total

156,960,000

 

 

Market values are reported net of purchaser's costs as dictated by local market practice. The following approximate rates are paid by the purchaser in addition to the net purchase price of a real estate asset:

 

·; Berlin:

6.0%

·; Dresden:

5.0%

·; Cologne:

5.0%

·; Stuttgart:

5.0%

·; Halle:

5.0%

·; The Hague:

6.1%

 

We are of the opinion that a current valuation would not be materially different from that reported above, however we have not undertaken any further analysis in this respect. However, property values may change significantly over a relatively short period. Consequently, our valuation may not be valid on any date other than the stated valuation date.

2.2 General Conditions

This report and valuation has been prepared on the basis that there has been full disclosure of all relevant information and facts which may affect the valuation.

 

The contents of this Valuation Certificate and Appendices are confidential to the party to whom they are addressed for the specific purposes set out herein. Consequently, and in accordance with current practice, no responsibility is accepted to any other party in respect of the whole or any part of their contents. Before this Valuation Report, or any part thereof, is reproduced or referred to, in any document, circular or statement, and before its contents, or any part thereof, are disclosed orally or otherwise to a third party, the valuer's written approval as to the form and context of such publication or disclosure must first be obtained. Such consent shall always be given where disclosure is required, pursuant to the Company's regulatory or legal obligations. For the avoidance of doubt such approval is required whether or not DTZ is referred to by name and whether or not the contents of our report are combined with others. In the case of dispute, any legal issues arising from this instruction should be referred to the local Courts for resolution.

 

For the avoidance of doubt, we hereby consent to the publication of the valuation certificate in the Company's preliminary report for the purpose of complying with Rule 29 of the City Code on Takeovers and Mergers. We accept that the Company's preliminary report will include references to this valuation report in the form and context in which it appears. We accept responsibility for the report and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its impact.

 

 

 

 

Yours sincerely,

 

 

 

 

David Poole MRICS

Director

For and on behalf of

DTZ Eurexi

 

 

3. Appendices

 

 

Appendix A

Valuation

 

Address

Location Comments

Brief Property Description

Area

Market Value Inclusive

Purchaser's Costs

Market Value exclusive

Square metres

Square feet

%

Markgrafenstraβe 17/18, 10969 Berlin, Germany

Located in a commercial area in Kreuzberg, a sub-district of Berlin and in close proximity to the sub-district of Mitte. The surroundings are characterised by office buildings such as the Axel-Springer-Verlag building and the GSW buildings. The property can be accessed from Markgrafenstraße. There is a green area at the rear of the site.

It comprises eight floors and a basement. It is made of a concrete structure, has a flat roof and seems to be generally in good condition. The underground car park is also used by the tenants of the building at neighbouring Markgrafenstraße 19 and, in the future, will be used by the tenants of the Markgrafenstraße 16building (yet to be built).

7,173

77,207

19,656,016

6.0%

18,550,000

Wiener Platz 6, 1069 Dresden, Germany

Located in a commercial area within the sub-district of Altstadt in Dresden. It is situated near the main train station. The surroundings are characterised by office and retail buildings as well as multi-storey residential buildings. Adjacent to the property in the south-east is an undeveloped plot of land which is intended for a shopping centre development.

It includes six floors and two basement levels. It comprises a reinforced concrete structure, has a flat roof and is generally in good condition. Some of the vacant office and retail spaces are currently in shell condition.

17,449

187,818

37,343,707

5.0%

35,570,000

Kölner Straβe 20, 51429 Bergisch-Gladbach,

(Cologne), Germany

It is located within the outer region of Cologne, approximately 10 km east of central Cologne. The property is located in the southern part of Bergisch Gladbach called Bensberg, in a mixed use area. The property is accessed from Kölner Straße.

It is an office building that comprises an older section built in 1987 and a newer extension built in 2001. It includes an underground car park and is made of a reinforced concrete structure with a flat roof.

8,240

88,696

12,773,139

5.0%

12,170,000

Martin-Luther-Straβe 79, 71696 Ludwigsburg,

(Stuttgart), Germany

Ludwigsburg is located in the federal state of Baden-Württemberg and 15km north of Stuttgart. The property is located in a commercial area of Ludwigsburg, The surrounding area is characterised by office buildings, an industrial area of Caro-Kaffee and retail areas.

 It consists of four storeys and a basement and has a net floor area of 12,455 sq m, which includes three staircases and elevators. There are 69 parking spaces located in the basement. It is accessible from Martin-Luther-Straße and Brenzstraße.

12,454

134,059

30,663,811

5.0%

29,200,000

Thueringer Straβe/Merseburger Straβe, 6112 Halle (Saale), Germany

The city of Halle benefits from good transport communications and is situated close to the A9 and A14 motorways. The subject property is located in the south-east of the city centre in a mixed-used area.

It was built in 1997 and comprises a complex of office buildings and parking areas with a total of 442 parking spaces. The office space is let to a single tenant and was purpose-built for the Ministry of Justice. The sale agreement for the parking area has not been executed until now. The building is in good condition.

34,689

373,389

40,285,652

5.0%

38,370,000

"Haagse Veste 1"

Satumusstraat 9, 2516 AD

The Hague, Holland

It is located in the "Binckhorst" office and business district which is the largest urban office and business area of The Hague and includes companies in the transport, wholesale, construction and trade sectors. The property is located in close proximity to the A12 motorway, however it is not visible from the motorway.

It is 1 is part of a high density office sector consisting of the Haagse Veste 1 to 4, The Haagse Arc and the KPN Maanplein offices. It comprises approximately 12 878 sq m of offices, a restaurant and storage space, as well as approximately 153 parking spaces. The building height varies from 6 to 8 upper floors. There are two underground parking levels.

12,878

138,618

24,453,817

6.1%

23,100,000

92,883

999,787

165,176,142

-

156,960,000

 

Appendix B

Definitions of the Bases of Valuation

 

Definitions of the Bases of Valuation

Market value

Market Value as defined in Practice Statement 3.2 of the RICS Appraisal and Valuation Standards ("the Red Book") and applying the conceptual framework which has been settled by the International Valuation Standards Committee (IVSC). Under PS 3.2, the term "Market Value" means "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 conceptual framework settled by the IVSC is included in PS 3.2 and is reproduced below:-

 

"3.2 The term property is used because the focus of these Standards is the valuation of property. Because these Standards encompass financial reporting, the term Asset may be substituted for general application of the definition. Each element of the definition has its own conceptual framework.

 

3.2.1 'The estimated amount ...' Refers to a price expressed in terms of money (normally in the local currency) payable for the property in an arm's-length market transaction. Market Value is measured as the most probable price reasonably obtainable in the market at the date of valuation in keeping with the Market Value definition. It is the best price reasonably obtainable by the seller and the most advantageous price reasonably obtainable by the buyer. This estimate specifically excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangements, special considerations or concessions granted by anyone associated with the sale, or any element of Special Value.

 

3.2.2 '... a property should exchange ...' Refers to the fact that the value of an asset is an estimated amount rather than a predetermined or actual sale price. It is the price at which the market expects a transaction that meets all other elements of the Market Value definition should be completed on the date of valuation.

 

3.2.3 '... on the date of valuation ...' Requires that the estimated Market Value is time-specific as of a given date. As markets and market conditions may change, the estimated value may be incorrect or inappropriate at another time. The valuation amount will reflect the actual market state and circumstances as of the effective valuation date, not as of either a past or future date. The definition also assumes simultaneous exchange and completion of the contract for sale without any variation in price that might otherwise be made.

 

3.2.4 '... between a willing buyer ...' Refers to one who is motivated, but not compelled to buy. This buyer is neither over-eager nor determined to buy at any price. This buyer is also one who purchases in accordance with the realities of the current market and with current market expectations, rather than on an imaginary or hypothetical market which cannot be demonstrated or anticipated to exist. The assumed buyer would not pay a higher price than the market requires. The present property owner is included among those who constitute 'the market'. A valuer must not make unrealistic assumptions about market conditions or assume a level of Market Value above that which is reasonably obtainable.

 

3.2.5 '... a willing seller ...' Is neither an over-eager nor a forced seller prepared to sell at any price, nor one prepared to hold out for a price not considered reasonable in the current market. The willing seller is motivated to sell the property at market terms for the best price attainable in the (open) market after proper marketing, whatever that price may be. The factual circumstances of the actual property owner are not a part of this consideration because the 'willing seller' is a hypothetical owner.

 

3.2.6 '... in an arm's-length transaction ...' Is one between parties who do not have a particular or special relationship (for example, parent and subsidiary companies or landlord and tenant) which may make the price level uncharacteristic of the market or inflated because of an element of Special Value, (defined in IVSC Standard 2, para. 3.11). The Market Value transaction is presumed to be between unrelated parties each acting independently.

 

3.2.7 '... after proper marketing ...' Means that the property would be exposed to the market in the most appropriate manner to effect its disposal at the best price reasonably obtainable in accordance with the Market Value definition. The length of exposure time may vary with market conditions, but must be sufficient to allow the property to be brought to the attention of an adequate number of potential purchasers. The exposure period occurs prior to the valuation date.

 

3.2.8 '... wherein the parties had each acted knowledgeably, prudently ...' Presumes that both the willing buyer and the willing seller are reasonably informed about the nature and characteristics of the property, its actual and potential uses and the state of the market as of the date of valuation. Each is further presumed to act for self-interest with that knowledge and prudently to seek the best price for their respective positions in the transaction. Prudence is assessed by referring to the state of the market at the date of valuation, not with benefit of hindsight at some later date. It is not necessarily imprudent for a seller to sell property in a market with falling prices at a price which is lower than previous market levels. In such cases, as is true for other purchase and sale situations in markets with changing prices, the prudent buyer or seller will act in accordance with the best market information available at the time.

 

3.2.9 '... and without compulsion' Establishes that each party is motivated to undertake the transaction, but neither is forced or unduly coerced to complete it.

 

3.3 Market Value is understood as the value of a property estimated without regard to costs of sale or purchase and without offset of any associated taxes."

 

Appendix C

Valuation Terms, Conditions and Assumptions

 

 

 

Valuation Terms, Conditions and Assumptions

Valuation conditions and Assumptions

These are the conditions and Assumptions upon which our valuations and reports are normally prepared and form an integral part of our appointment together with our related Appointment Letter and Valuation Terms of Business. Unless otherwise referred to in this Valuation Report these conditions and Assumptions apply to the valuation(s) that are the subject of this Valuation Report. We have made certain Assumptions in relation to facts, conditions or situations affecting the subject of, or approach to, our valuations that we have not verified as part of the valuation process but rather, as referred to in the Glossary to the RICS Valuation Standards (Red Book), have treated as "a supposition taken to be true". In the event that any of these Assumptions prove to be incorrect then our valuation(s) will need to be reviewed.

1.1 Basis/Bases of Valuation

The property(ies) has/have been valued on the basis/bases set out in Section 1.10 of this Valuation Report and defined in Appendix C.

1.2 Title

We have not have access to the title deeds of the property. Unless specifically advised to the contrary by you or your legal adviser, we have made the Assumption that titles are good and marketable and are free from rights of way or easements, restrictive covenants, disputes or onerous or unusual outgoings. We have also made the Assumption that the property(ies) is/are free from mortgages, charges or other encumbrances.

 

Where a Certificate of Title has been made available, we have reflected its contents in our valuation(s). Save as disclosed either in any such Certificate of Title or as referred to in our Valuation Report, we have made the Assumption that there is good and marketable title and that the property is free from rights of way or easements, restrictive covenants, disputes or onerous or unusual outgoings. We have also made the Assumption that the property(ies) is/are free from mortgages, charges or other encumbrances.

 

Where a Valuation Report contains site plans these are based on extracts of the Ordnance Survey or other maps showing, for identification purposes only, our understanding of the extent of title based on site inspections or copy title plans supplied to us. If verification of the accuracy of these plans is required the matter must be referred by you to your solicitors.

1.3 Condition of structure and services, deleterious materials

It is a condition of DTZ or any related company, or any qualified employee, providing advice and opinions as to value, that the client and/or third parties (whether notified to us or not) accept that the Valuation Report in no way relates to, or gives warranties as to, the condition of the structure, foundations, soil and services.

 

Our valuation(s) has/have taken account of the general condition of the property as observed from the valuation inspection. Where a separate condition or structural survey has been undertaken and made available to us, we have reflected the contents of the survey report in our valuation(s), and we may have discussed the report with the originating surveyor.

 

Due regard has been paid to the apparent state of repair and condition of the property, but a condition survey has not been undertaken, nor has woodwork or other parts of the structure which are covered, unexposed or inaccessible, been inspected. Therefore, we are unable to report that the property is structurally sound or is free from any defects. We have made an Assumption that the property is free from any rot, infestation, adverse toxic chemical treatments, and structural or design defects other than such as may be mentioned in our Valuation Report.

 

Unless access is readily available, we will not be able to gain access to the roof or roof voids and we shall thus make the Assumption that inspection of those parts will not reveal defects of which we are not aware, would have an adverse effect on the value or the saleability of the property.

 

We have not arranged for investigations to be made to determine whether high alumina cement concrete, calcium chloride additive or any other deleterious material have been used in the construction or any alterations in respect of the property, and therefore we cannot confirm that the property is free from risk in this regard. For the purposes of our valuation(s), we have made an Assumption that any such investigation would not reveal the presence of such materials in any adverse condition.

 

We have not carried out an asbestos inspection and have not acted as an asbestos inspector in completing the valuation inspection of properties. We have not made an enquiry of the duty holder, of an existence of an Asbestos Register or of any plan for the management of asbestos to be made. Where relevant, we have made an Assumption that there is an Effective Management Plan in place, which does not require any immediate expenditure, or pose a significant risk to health, or breach any local health and safety regulations. We advise that such enquiries be undertaken by a lawyer.

 

No mining, geological or other investigations have been undertaken to certify that the site is free from any defect as to foundations. We have made an Assumption that the load bearing qualities of the site of the property are sufficient to support the buildings constructed, or to be constructed thereon. We have also made an Assumption that there are no services on, or crossing the site in a position which would inhibit development or make it unduly expensive and that there are no abnormal ground conditions, nor archaeological remains present, which might adversely affect the present or future occupation, development or value of the property.

 

No tests have been carried out as to electrical, electronic, heating, plant and machinery equipment or any other services nor have the drains been tested. However, we have made an Assumption that all services, including gas, water, electricity and sewerage are provided and are functioning satisfactorily.

 

In the case of a new property, the construction of which has not been commenced or completed, or of a property built within the last ten years, we shall make the Assumption that the construction will be/has been satisfactorily completed and that it is/will be subject to the 10 year construction guarantee (garantie décennale de la construction).

 

1.4 Plant and Machinery

No allowance has been made for any items of plant or machinery not forming part of the service installations of the building. We have specifically excluded all items of plant, machinery and equipment installed wholly or primarily in connection with any of the occupants' businesses. We have also excluded furniture and furnishings, fixtures, fittings, vehicles, stock and loose tools.

1.5 Goodwill

No account has been taken in our valuation(s) of any business goodwill that may arise from the present occupation of the property.

1.6 Floor areas and inspections

Unless referred to otherwise in our Valuation Report, we have physically inspected the property and have either carried out a measured survey or have calculated floor areas from plans provided by the Applicant or their agents, supported by check measurements on site where necessary.

 

Where we were not instructed to measure and calculate the floor areas, we have applied floor areas provided by the Applicant or their agents. We have made an Assumption that these areas have been measured and calculated in accordance with current market practice.

1.7 Environmental matters

We have made the enquiries referred to in Section 2 of this Valuation Report regarding environmental matters including contamination and flooding, and we have had regard to any environmental reports referred to in Section 2 of this Valuation Report. However, we have not undertaken a formal environmental assessment.

 

Where our enquiries have lead us to believe that the property is unaffected by contamination, flooding or other environmental problems, then, unless you have instructed us otherwise, our valuation is based on an Assumption that no contamination or other adverse environmental matters exist in relation to the property sufficient to affect value.

1.8 Statutory requirements and planning

We have made verbal or written enquiries, or an inspection of the website, of the relevant planning authorities as referred to in Section 2 of this Valuation Report as to the possibility of highway proposals, comprehensive development schemes and other ancillary planning matters that could affect property values. We have also sought to ascertain whether any outstanding planning applications exist which may affect the property, and whether it is listed or included in a Conservation Area. We have also attempted to verify the existing permitted use of the property, and endeavoured to have sight of any copies of planning permissions. The results of these enquiries are in Section 2 of this Valuation Report.

 

Save as disclosed in a Certificate of Title or unless otherwise advised, and unless otherwise referred to in this Valuation Report we have made the Assumption that the building has been constructed in full compliance with valid town planning and building regulations approvals and that where necessary has the benefit of current Fire Risk Assessments compliant. Similarly, we have also made the Assumption that the property is not subject to any outstanding statutory notices as to its construction, use or occupation and that the existing use(s) of the property is/are duly authorised or established and that no adverse planning conditions or restrictions apply.

 

We have made the Assumption that the property complies with all relevant statutory requirements.

 

Please note the fact that employees of town planning departments now always give information on the basis that it should not be relied upon and that formal searches should be made if more certain information is required. We assume that, if you should need to rely upon the information given about town planning matters, your solicitors would be instructed to institute such formal searches.

 

In instances where we have valued a property with the benefit of a recently granted planning consent or on the Special Assumption that planning consent is granted, we have made an assumption that it will not be challenged under Judicial Review. Such a challenge can be brought by anyone (even those with only a tenuous connection with the property, or the area in which it is located) within a period of three months of the granting of a planning consent.

 

If a planning consent is subject to Judicial Review, we must be informed and asked to reconsider our opinion of value. Advice would be required from your lawyer and a town planner, to obtain their opinion of the potential outcomes of such a Judicial Review, which we will reflect in our reconsideration of value.

1.9 Leasing

We have read all the leases and related documents provided to us, subject to the provisions of this paragraph. We have made an Assumption that copies of all relevant documents have been sent to us and that they are complete and up to date.

 

We have not undertaken investigations into the financial strength of any tenant(s). Unless we have become aware by general knowledge, or we have been specifically advised to the contrary, we have made an Assumption that:

 

1. where a property is occupied under leases then the tenants are financially in a position to meet their obligations, and

 

2. there are no material arrears of rent or service charges, breaches of covenant, current or anticipated tenant disputes.

 

However, our valuation(s) reflect the market's general perception of the credit worthiness of the type of tenant(s) actually in occupation or responsible for meeting lease commitments, or likely to be in occupation.

 

We have also made an Assumption that wherever rent reviews or lease renewals are pending or impending, with anticipated reversionary increases, all notices have been served validly within the appropriate time limits.

1.10 Legal issues

Legal issues, and in particular the interpretation of matters relating to title and leases, may have a significant bearing on the value of an interest in property. No responsibility or liability will be accepted for the true interpretation of the legal position of our client or other parties. Where we express an opinion upon legal issues affecting the valuation, then such opinion should be subject to verification by the client with a suitable qualified lawyer. In these circumstances, we accept no responsibility or liability for the true interpretation of the legal position of the client or other parties in respect of the valuation of the property and our Valuation Report will include a statement to this effect.

1.11 Information

We have made the Assumption that the information provided by you, the Applicant and your respective professional advisers in respect of the property we have valued is both full and correct. We have made the Assumption that details of all matters relevant to value within your and their collective knowledge, such as prospective lettings, rent reviews, outstanding requirements under legislation and planning decisions, have been made available to us, and that such information is up to date.

1.12 Estimated reinstatement cost assessment

We have considered the extent and nature of the building and an estimated reinstatement cost assessment has been undertaken as part of our normal valuation exercise. We have not carried out a formal reinstatement cost assessment through our Building Consultancy Division. Our assessment should be treated as a guide only and should not be relied upon. It should be used for comparative purposes only against the borrower's proposed reinstatement cover. Should any discrepancies arise, a formal reinstatement cost assessment should be commissioned.

 

The figures set out in our Valuation Report are our assessment of the cost of reconstructing the property at the date of valuation. They include an allowance for demolition, removal of debris, temporary shoring, statutory and professional fees which are likely to be incurred on reconstruction, but exclude any allowance for VAT. If you are unable to recover VAT, or can recover part only, you should advise your insurers and increase the Base Sum Insured appropriately. The figures make no allowance for loss of rent during the rebuilding period, nor for inflation, nor the cost of dealing with any contamination which may be present and have to be dealt with prior to reconstruction. The assessment does not provide advice in respect of terrorist damage cover and you should consult with your insurers in respect of this.

 

We have assumed that the reinstated building and its use would be similar to that existing, and the replacement building would be to the original design, in modern materials, using modern techniques to modern standards.

1.13 Deduction of notional purchaser's costs

The Market Value which we have attributed to the property is the figure we consider would appear in a contract for sale, subject to the appropriate assumptions for this Basis of Value. Where appropriate, we have made an allowance in respect of stamp duty and purchaser's costs as defined by AFREXIM.

1.14 Taxation

No adjustment has been made to reflect any liability to taxation that may arise on disposal, nor for any costs associated with disposal incurred by the owner. Furthermore, no allowance has been made to reflect any liability to repay any government or other grants, taxation allowance or lottery funding that may arise on disposal.

 

Our valuation figure for each property is that receivable by the willing seller excluding VAT, if applicable.

1.15 Properties in the course of development or requiring refurbishment

Unless otherwise referred to in the Valuation Report, we have relied upon information relating to construction and associated costs in respect of both the work completed and the work necessary for completion, together with a completion date, as advised by the owner of the property or their professional advisers.

 

Unless otherwise referred to in the Valuation Report, our valuation of the completed building has been based on an Assumption that all works of construction have been satisfactorily carried out in accordance with the building contract and specifications, current British Standards and any relevant codes of practice. We have also made an Assumption that a duty of care and all appropriate warranties will be available from the professional team and contractors, which will be assignable to third parties.

1.16 Valuation computer print-outs

Where we have provided copies of computer print outs produced by Argus Valuation - Capitalisation or other valuation tools, you should note the following in order to understand the valuations:

Valuation summary print out

Gross rent

The current gross rent represents the total income receivable from the property at the date of valuation. In the case where a rent review is outstanding at the date of valuation and a reversionary increase in anticipated, the gross rent includes the reversionary increase as if it were payable at the date of valuation, unless otherwise stated in the contents of the Report.

 

Similarly, if a lease has expired but for the purpose of the valuation it is assumed that the tenant will renew the lease at current rental value, the gross rent includes the rental value of that particular lease.

 

Net rent

The current net rent represents the current gross rent less any or all of the following:

a. Ground rent

b. Irrecoverable revenue outgoings

c. Loss of income due to a permanent void allowance.

 

Running yields

The running yield at any given point in time represents the return generated by the net rent as a percentage of the gross value before deduction of purchaser's costs. Where we have made capital deductions or additions to reflect matters such as the cost of works or letting fees, or premium receipts, yields are calculated against a sum equal to the net value plus purchaser's costs and any such capital deductions or minus any such capital receipts.

 

Rounding

The initial, running and equivalent yields are calculated against capital values prior to rounding. The variation in yields calculated before rounding compared with those calculated after rounding is not material.

 

Tenancy details print out

Gross income

The actual contracted gross income received at the date of valuation is shown on the tenancy schedule. This sum ignores potential increases further to outstanding reviews and lease renewals.

 

Rounded rent

The rounded rent for each tenancy is reflected in the valuation calculation.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
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