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Interim Results

27th Aug 2009 12:10

RNS Number : 1157Y
Close High Income Properties PLC
27 August 2009
 



SUMMARY

The consolidated loss after taxation of the Group for the period ended 30 June 2009 amounted to £13,442,737 (period ended 30 June 2008: loss of £14,952,729, year ended 31 December 2008: loss of £49,039,791).

During the Period the Ordinary Share net asset value fell from 41.44 pence per share to 27.90 pence per share, a decrease of 32.7%. The 'D' Ordinary Share net asset value fell from 15.15 pence per share to 4.36 pence per share, a decrease of 71.2%.

The Company paid no dividends during the Period having suspended dividends for the "D" Ordinary Shares and Ordinary Shares in October 2008 and January 2009 respectively.

The Board continues to work with a specialist debt adviser to secure dispensation from both lending banks for the breach of the LTV covenants. Discussions to date indicate that both banks are willing to waive the LTV covenants for a period of time in return for the Group paying a higher level of interest and an agreement to use any excess revenues to pay down part of the outstanding loans. It is hoped that all facilities will be successfully negotiated in the coming months.

Chairman's Statement

Introduction

The UK commercial property market continued to struggle in the first half of 2009 as the illiquidity which has characterised the transaction markets since the onset of the global financial crisis has continued. This has been compounded by the deterioration in the occupier markets following the downturn in the "real economy". According to the Investment Property Databank ("IPD") capital values have fallen by 44% from their peak in July 2007 to June 2009. 

A more detailed economic and commercial property market commentary is contained in the Property Investment Adviser's Report.

Investment Progress

No acquisitions or sales were made during the Period.

The Board continues to monitor the Ordinary Share Portfolio and "D" Ordinary Share Portfolio for assets which could be sold and will seek to do so where the Board believes a property is overvalued or where they believe active asset management has been exhausted. However, given the continued illiquidity in the transaction market, the extent to which values have fallen and therefore the notional level of current equity associated with individual properties short term sales are unlikely. In addition, as the majority of properties continue to generate income in excess of interest servicing costs the Board's strategy will be to hold the properties in the expectation of a stabilisation in the market. In the meantime any excess cash will be used to reduce gearing levels. 

The Board believes that capital values may continue to fall in the short term and that the sustained reduction in the availability of debt finance is likely to continue to limit transaction activity.

Capital values in the prime end of the market are beginning to stabilise, but in the secondary and tertiary sectors of the market investors are still demanding an enhanced premium as a result of the acknowledged increase in the risk of investing in these assets.

There is material uncertainty as to the impact of falling market rents and how these will change the Group's income levels. The relatively short weighted average lease term and rise in the rate of tenant default exposes the Group to declining market rents. However the Board remains optimistic that rental levels in the Group's properties should decline by less than the market over the medium term. 

Each of the Group's properties is managed by the Group's asset managers and strong relationships have been formed with most tenants. For tenants in true financial difficulty, solutions including monthly rent payments, payment plans or rent free periods are being implemented with the intention of averting, where possible, tenant defaults. 

It has always been the intention that the tenant mix in the Group's properties is weighted towards small and independent businesses. Such businesses are less likely to move given the premium they place on continuity, the costs involved in moving and the time taken to rebuild a business in a new location. However, these types of businesses tend to be more vulnerable during a recession to adverse cash flows.

Debt

The Group remains in breach of the loan to value covenants in its loan facility agreements with Nationwide and Bank of Scotland. As at 30 June 2009 the loan to value ratio ("LTV") for the Ordinary share and "D" Ordinary share was 74.6% and 90.8% respectively.

The Board continues to work with a specialist debt adviser to secure dispensation from both lending banks for the breach of the LTV covenants in return for the Group paying a higher level of interest and an agreement to use any excess revenues to pay down part of the outstanding loans.

To date the Group has been offered continuation terms from Nationwide which have been credit approved within Nationwide. It is expected that these revised terms will be signed and completed in the coming months. The terms, as provided and documented, have increased the margin that Nationwide charge the Group and have instigated a cash sweep such that all available cash after interest and appropriate costs are used to pay down the loan on a quarterly basis. In return for these concessions the Group will receive a waiver in its LTV covenants for a period of time.

Negotiations with Bank of Scotland are currently ongoing and the Board remains positive that a successful outcome will be reached. Whilst terms for continuation of the Bank of Scotland debt facility have been received and are acceptable to the Group they have not as yet received credit approval within Bank of Scotland. However they are similar in form to the terms already provided and approved by Nationwide. Given the change in ownership of Bank of Scotland to the Lloyds Banking group and the part nationalisation of the group they are experiencing significant delays in seeking new credit decisions. The Group does not have a firm date for the application to go before the Lloyds Banking Group Credit team, however, it is hoped that all facilities will be successfully renegotiated in the coming months.

Results and Dividends

The consolidated loss of the Group for the six months ended 30 June 2009 was £13,442,737 (December 2008: loss of £49,039,791, June 2008: loss of £14,952,729). This loss includes an unrealised loss on the revaluation of the investment properties of £14,630,153 (December 2008: loss of £50,044,066, June 2008: loss of £17,152,294).

The Net Asset Value ("NAV") of the Ordinary Share Portfolio fell 32.7% over the six month period to 30 June 2009 ("Period") from 41.44 pence per share to 27.90 pence per share. The NAV of the "D" Ordinary Share Portfolio fell 71.2.% over the Period from 15.15 pence per share to 4.36 pence per share. 

The Company paid no dividends during the Period having suspended dividends for the "D" Ordinary Shares and Ordinary Shares in October 2008 and January 2009 respectively. 

The Board is aware that the suspension in dividend payments has been a cause of some concern to shareholders. The Board is of the opinion that it may, in the absence of any unforeseen circumstances, be possible to re-establish the Ordinary Share dividend following a period in which the Group's debt (and therefore LTV ratio) is reduced as a result of a possible future appreciation in capital values and the paying down of debt with surplus cash. The Board is less confident about the possibility of re-establishing the "D" Ordinary Share dividend and does not see it being re-instated in the foreseeable future.

Cancellation of Shares

The Company did not undertake any share buy-backs during the PeriodIf the Board is successful in renegotiating its banking facilities all surplus cash is likely to be used to reduce debt.

The Board will continue to monitor the discount to NAV and consider the appropriateness of buying back shares in the market. However, its primary aim is to ensure that the Group has sufficient liquidity to meet its needs until the upcoming shareholder continuation vote.

Future Prospects

As at 30 June 2009 the LTV ratio for the Ordinary and "D" Ordinary shares was 74.6% and 90.8% respectively. Nationwide has now provided the Board with a proposal for re-structuring the existing loan facility. 

Negotiations with the Bank of Scotland are not as advanced although the Board expects both proposals to be completed over the coming months. 

Securing satisfactory refinancing from the Group's lending banks is an essential first step in attempting to recover value for shareholders. This will avoid the possibility of a bank induced fire sale of assets, which would have likely returned very little value to shareholders. It also places the Company on a more stable footing going forward.

Thereafter the Board will be able to put in process the next component of its strategy to recover shareholder value. As stated in the 2008 Annual Report the Board believes that it would be detrimental to shareholder value for the Group to be wound up at the time of the continuation vote in May 2010. The Board therefore will shortly seek the endorsement of shareholders by bringing forward the continuation vote to autumn 2009 and will request an extension to the life of Company of three years from that time

The Board believes such a strategy is in shareholders' interests as values of UK commercial property are unlikely to have substantially improved by May 2010. Although the economy is forecast to have stopped declining, economic recovery is likely to be slow and unemployment may be still increasing. Both these factors will slow the recovery of tenant demand and rental values. Market rental values are forecast to continue to fall in 2010 and 2011. In addition, the availability of debt finance for commercial property transactions is not expected to have materially improved. The Board believes that banks will still be struggling with historic bad debts and that this will affect a bank's ability to secure funding to facilitate new lending. Furthermore, the Board believes that banks' appetite for lending on commercial property transactions will have diminished as they seek to reduce their exposure on loans linked to commercial property. Discussions with banks indicate that they would be unwilling to lend on a portfolio of properties similar to those held by the Group at the current time. Were this to remain the case in May 2010 it would limit potential bidders for the Group's properties to equity purchasers, reducing competition and potentially the value which would be achieved for the Group's assets. Given this outlook, the Board remains of the opinion that shareholders would not vote for the dissolution of the Company and therefore the disposal of its property assets.

The Board is hopeful that the commercial property market will be showing some signs of recovery by 2012. Forecasts suggest that the rate of economic growth will have reverted to the levels enjoyed prior to the onset of the global financial crisis and subsequent recession. Unemployment is also expected to have peaked and be in decline. This, it is hoped, will feed through into a more positive outlook for occupancy rates and rental growth. The position of UK and international banks should also have improved by 2012. An improvement in the outlook for the occupier market may also further banks' willingness to lend to the sector which could improve liquidity in the transaction market and therefore increase the value of the Group's assets. 

The potential for the wind up of the Company in 2010 creates instability and fetters the ability of the Company to take action to increase shareholder value. For example, the Company is unable to benefit from low interest rates if the Board has to work under the assumption that the Group will be wound up in 2010.

In addition to any value added by an improvement in the commercial property market between now and the extended deadline, the Board is also hopeful that shareholder value will increase for other reasons. Firstly, although dividend payments have been suspended, shareholder value is accruing as a result of surplus cash, after costs and interest payments, being used to reduce debt levels. This value would be realised by shareholders when the Group's properties are sold. Were the Group to be wound up at an earlier stage shareholders would not benefit from this additional income. Secondly, the Board is optimistic, as previously stated, of the ability of the Company's property managers to outperform in today's challenging occupier market. 

DIRECTORS' REPORT

The directors present herewith the Interim Condensed Financial Statements othe Company and its subsidiaries (together "the Group") for the six months ended 30 June 2009.

The Company

The Company is aIsle of Man closed-ended investment company. The Company was incorporated on 10 June 2002 and its principal activity is that of investment in commercial property.

The directors confirm that:

no one property represents more than 15% of the gross assets of the Group;

income receivable from any one tenant, or tenants within the same group, in any one financial year does not exceed 20% of the total rental income of the Group;

at least 90% by value of properties are held in the form of freehold or long leasehold; and

the proportion of the Group's property portfolio which is unoccupied or not producing income or which is in the course of substantial redevelopment or refurbishment does not exceed 25% of the value of the portfolio.

Results and dividends

The consolidateloss after taxation of the Group for the six months ended 30 June 2009 amounted to £13,442,737 (31 December 2008: loss of £49,039,791, June 2008: loss of £14,952,729).

The Company paid no dividends during the Period having suspended dividends for the "D" Ordinary Share and Ordinary Share in October 2008 and January 2009 respectively. 

Company Secretary

Martin Katz served as Secretary throughout the Period.

Going concern

The Directors confirm that the Group continues to be a going concern as it believes it has reasonable grounds to believe that its secured lenders are prepared to agree terms for the refinancing of the Group's secured loans.

Post balance sheet events

Negotiations are ongoing with the Group's lending banks with a view of refinancing the existing loan facilities following the breach of the LTV covenants by the Group as at 31 December 2008.

To date the Group has been offered credit approved continuation terms by Nationwide, which include a waiver of the LTV covenant for a period of time, subject to an upfront fee and increased margins. The Board expects that this refinancing should be signed and completed in the coming months.

Bank of Scotland has also indicated a willingness to offer a LTV waiver although the length of which is still to be agreed. Unfortunately the Group does not yet have a date for the application to go before the Lloyds Banking Group Credit team although the Board expects this to be approved in the coming months.

Auditors

In accordance with section 12(2) of the Companies Act 1982, Ernst & Young LLC have indicated their willingness to continue in office.

Jonathan Clague

Chairman

26 August 2009

CORPORATE GOVERNANCE STATEMENT

In December 1992, the Committee on the Financial Aspects of Corporate Governance ("the Cadbury Committee") published a Code of Best Practice. This was updated by the issue of The Combined Code: Principles of Good Governance and Code of Best Practice ("the Combined Code"). The Combined Code contains recommendations as to best practice, focusing on the control and reporting functions of boards of directors.

The Board of Close High Income Properties PLC, whilst not being under a formal obligation to report to the shareholders regarding the extent to which the Company complies with the Combined Code, monitors the Company's established procedures. The Board believes that the Company complies with the provisions of the Code to the extent which is appropriate to the Company's nature and scale of operations.

A revised version of the Combined Code has been adopted by the Financial Reporting Council ("The New Code") with effect from the Company's financial year commencing 1 January 2005. The Board is taking steps to ensure compliance with The New Code to the extent which it is appropriate and will report on this in its next annual report.

PROPERTY INVESTMENT ADVISER'S REPORT

Introduction 

The first half of the 2009 has again proven to be a challenging period for the Group as the fallout from the recession in the "real economy" to the commercial property occupier market has materialised. Voids have increased as demand has fallen, renewal rates have declined and tenant default rates have also increased. The increase in void levels has been particularly marked amongst the Group's office properties, especially those occupied by tenants associated with larger groups. Demand for the Group's industrial properties has proved more resilient and, as a result, overall occupancy levels have remained comparatively stable.

We believe the asset management employed by the Group's property managers, the nature of the tenant mix and the low initial rents in many of the Group's properties should mitigate the impact of falls in prevailing market rents. With over 550 tenants, the Group's income is not overly exposed to any one single tenant. The Group's assets are also geographically diversified. 

The Group's property managers have developed strong working relationships with most tenants and have been pro-active in working with occupiers whose financial positions have become strained in order to avoid tenant default where practicable. This has included allowing tenants to move from quarterly to monthly rental payments, payment plans and, where genuine hardship can be demonstrated, potential short term rent free periods. 

Although the Company has benefited from the introduction of the one year concession for properties (or units within properties) with rateable values of up to £15,000 in April 2009, the effect of rising void levels on the Group's income has been compounded by the Government's previous reform of empty rates legislation. 

In addition, the repercussions from the financial crisis have persisted, with debt finance for new commercial property transactions remaining scarce and banks only willing to lend on a much narrower range of assets. This has contributed to the Group's inability to dispose of any assets during the Period. 

The Property Portfolios

Ordinary Share Property Portfolio

The Ordinary Share Property Portfolio consists of provincial industrial and office properties located throughout England.

Voids levels in the Ordinary Share Property Portfolio increased during the Period to June 2009. The office properties within the Ordinary Share Property Portfolio have been impacted in particular with low lease renewal rates, rising defaults and weak occupier demand. The Property Investment Adviser has, however, been encouraged by the resilience demonstrated by the Ordinary Share Property Portfolio's industrial assets, which account for 67% of the Ordinary Share Property Portfolio by valueAs at 30 June 2009 the void level stood at 17.3% compared to 11.5% at 31 December 2008 and 7.1% at 30 June 2008.

No acquisitions or sales were made during the Period. 

"D" Ordinary Share Property Portfolio

The "D" Ordinary Share Property Portfolio consists of nine courtyard style multi-tenanted office properties that were purchased in March 2006.

Void levels in the "D" Ordinary Share Property Portfolio remained broadly unchanged during the Period to June 2009 despite the difficult economic environment. This reflects improving tenant retention rates and the typical small size of tenants who, as with industrial occupiers, have proved more willing to renew

their leases. As at 30 June 2009 the void level stood at 19.1% compared to 15.6% at 31 December 2008 and 16.4% at 30 June 2008.

Significant progress has been made in relation to reducing the level of irrecoverable electricity and service charge costs incurred by this office portfolio. In addition, there is now an ongoing programme of separating electricity supplies to the individual units and negotiating with tenants to take over responsibility in return for a lower rent.

No acquisitions or sales were made during the Period.

Property classification by sector as at 30 June 2009

Classification by Sector

Ordinary Share Portfolio (%)

"D" Ordinary Share Portfolio (%)

Total as a percentage of Market Value

Industrial

67

-

54

Offices

23

100

37

Mixed

9

-

8

Other

1

-

1

Total

100

100

100

Property classification by region as at 30 June 2009

Region

Ordinary Share Portfolio

(% of Market Value)

"D" Ordinary Share Portfolio

(% of Market Value)

Total as a percentage of Market Value

Midlands

29

37

31

East of England

21

24

21

North East

2

-

2

North West

10

25

13

South East

9

-

7

South West

17

-

14

Wales

1

-

1

Yorkshire & Humberside

11

14

11

Total

100

100

100

The table below summaries some of the property portfolio's key statistics as at 30 June 2009.

Ordinary Share Portfolio

"D" Ordinary Share Portfolio

2009

2009

Average annual rental per tenant

£19,768

£19,707

Average length of lease remaining

3.6 years

3.7 years

Average rental per square metre

£57.07

£146.37

Largest tenant by rental value

Scotts Ltd

Bedfordshire County Council

Longest unexpired lease term

14.5 years

11.5 years

Schedule of Ordinary share properties as at 30 June 2009

Property 

Square Feet

Location

Value at 30 June 2009

Value at 30 June 2008

Value at 31 December 2008

* all freehold unless otherwise stated

 

 

 

Anglia WayMansfield 

20,459

Midlands 

800,000

955,000

870,000

Ashmead Industrial Estate, Keynsham

38,301

South West

1,600,000

2,190,000

1,700,000

Barbot Hall, Rotherham

-

Yorkshire & Humberside

-

2,750,000

-

Bartlett Park, Yeovil

23,465

South West

1,180,000

1,420,000

1,300,000

Bellway Industrail Estate, Newcastle-upon-Tyne

-

North East

-

4,000,000

-

Bumpers Way, Bumpers Farm, Chippenham

11,203

South West

570,000

630,000

560,000

Chilton Industrial Estate, Chilton, County Durham

-

430,000

-

Clarendon CourtWarrington 

36,526

North West 

2,050,000

2,850,000

2,200,000

Connaught Business Centre, Mitcham

10,491

South East

990,000

1,300,000

1,120,000

Elizabethan Way, Lutterworth

14,272

Midlands 

570,000

700,000

620,000

Falcon Business ParkBurton-upon-Trent

29,397

Midlands 

1,030,000

1,635,000

1,250,000

Farrington PlaceBurnley

41,511

North West 

1,550,000

1,880,000

1,680,000

Farthing Road Industrial Estate, Ipswich

131,506

East 

4,000,000

5,750,000

4,650,000

Gainsford Drive, Halesowen

14,546

Midlands 

560,000

725,000

630,000

Goodridge AvenueGloucester 

11,614

South West

250,000

500,000

420,000

Greenfield Business Centre, Royston

-

South East

-

2,175,000

-

Groundwell Farm Industrial Estate, Swindon

92,599

South West

4,100,000

5,200,000

4,325,000

Haines ParkGreat AvenueLeeds (long leasehold)

13,143

Yorkshire & Humberside

825,000

1,050,000

770,000

Henwood Business Park, Ashford

-

South East

-

2,350,000

-

Ikon Trading Estate, Hartlebury

160,168

Midlands 

4,920,000

6,550,000

5,650,000

Kirkleatham Industrial Estate, Redcar (long leasehold)

-

North East

-

2,740,000

-

Links Estate, Weymouth

31,304

South West

1,210,000

1,530,000

1,270,000

Lowmoor Industrial Estate, Bradford

24,858

Yorkshire & Humberside

820,000

1,050,000

860,000

New England Industrial Estate, Hoddesdon

22,479

South East

1,000,000

1,230,000

1,100,000

Nightingale Road, Horsham

23,182

South East

1,200,000

1,550,000

1,350,000

North Seaton Industrial Estate, Ashington

21,272

North East

800,000

1,000,000

870,000

Oakhill Trading Estate, Leicester (long leasehold)

-

Midlands

-

2,000,000

-

Peartree Lane, Dudley

20,678

Midlands 

740,000

900,000

785,000

Portland Business Park, Handsworth, Sheffield (long leasehold)

77,597

Yorkshire & Humberside

2,500,000

3,250,000

2,800,000

Roseville Business ParkRoseville RoadLeeds (long leasehold)

29,801

Yorkshire & Humberside

1,410,000

1,825,000

1,500,000

Shadsworth Business ParkBlackburn

34,060

North West 

1,550,000

2,000,000

1,750,000

Sheiling CourtCorby

22,834

Midlands 

870,000

1,400,000

1,130,000

Smead Dean Centre, Sittingbourne

33,857

South East

1,550,000

2,350,000

1,750,000

Spire Road, Washington (long leasehold)

18,772

North East

830,000

1,020,000

900,000

St. James Mill, Millbrook, Northampton

42,529

Midlands 

2,810,000

3,730,000

3,150,000

St Margarets Way, Huntingdon

27,910

East 

1,700,000

2,100,000

1,800,000

Stadium Court, Cradock RoadLuton

66,223

East 

2,500,000

4,050,000

3,100,000

Tewkesbury Business ParkDelta DriveTewkesbury

59,580

South West

2,000,000

3,890,000

2,650,000

Trinity CourtWarrington 

29,607

North West 

1,450,000

1,925,000

1,650,000

Units 13-15, Malmesbury RoadCheltenham

14,935

South West

765,000

925,000

820,000

Units 16-25, Malmesbury RoadCheltenham

17,639

South West

980,000

1,170,000

1,040,000

Units 5-7, Maxwell Road Industrial Estate, Peterborough

61,339

East

2,050,000

2,700,000

2,300,000

Units 20-25, Maxwell Road Industrial Estate, Peterborough

60,051

East

1,770,000

2,450,000

2,100,000

Walker Riverside, Newcastle

-

North East

-

3,420,000

-

Wern Industrial Estate, Newport

22,980

Wales 

700,000

1,050,000

780,000

Wren Industrial Estate, Maidstone (long leasehold)

19,910

South East

1,000,000

1,350,000

1,150,000

Wyther LaneLeeds

16,259

Yorkshire & Humberside

760,000

950,000

800,000

Yale Business ParkIpswich

30,911

East

1,380,000

1,680,000

1,530,000

Industrial properties total

1,479,768

-

59,340,000

100,275,000

66,680,000

Cleton Business Park, Tipton

38,318

Midlands 

1,520,000

1,940,000

1,680,000

Rossendale Road Industrial Estate, Burnley

44,973

North West 

1,250,000

1,480,000

1,350,000

Ryan and Leanne Business ParkWareham (long leasehold)

43,383

South West

2,070,000

2,820,000

2,300,000

Webb Ellis Business ParkRugby

82,948

Midlands 

5,080,000

7,280,000

6,150,000

Industrial & Office properties total

209,622

-

9,920,000

13,520,000

11,480,000

Ascroft CourtOldham

14,000

North West 

865,000

1,040,000

930,000

Barshaw Business ParkLeicester

21,000

Midlands 

1,700,000

2,600,000

1,850,000

Churchfield CourtBarnsley

27,977

Yorkshire & Humberside

3,350,000

3,720,000

3,200,000

Kendall House, Burgess Hill

27,285

South East

1,900,000

2,300,000

2,050,000

Marlborough House, Swindon

8,921

South West

400,000

750,000

600,000

Minerva Business ParkPeterborough (long leasehold)

33,030

East

2,170,000

3,850,000

2,800,000

Oak Tree ParkRedditch

15,086

Midlands 

1,150,000

1,400,000

1,240,000

Preston Technology Centre, Preston

-

North West

-

4,660,000

-

Priestly CourtStafford (long leasehold)

10,070

Midlands 

915,000

1,370,000

1,050,000

Vicarage Court, Edgbaston

-

Midlands

-

2,140,000

-

Warwick House, Solihull

15,470

Midlands 

2,700,000

3,760,000

3,000,000

Watermark Way, Hertford

26,030

East

2,520,000

3,580,000

2,950,000

Office properties total

198,869

-

17,670,000

31,170,000

19,760,000

Terminus Road, Eastbourne

2,508

South East

465,000

625,000

500,000

Retail properties total

2,580

-

465,000

625,000

500,000

Total value of Ordinary Share properties as at 30 June 2009

1,890,767

 -

87,395,000

145,590,000

98,330,000

Schedule of "D" Ordinary share properties as at 30 June 2009

Property 

Square Feet

Location

Value at 30 June 2009

Value at 30 June 2008

Value at 31 December 2008

* all freehold unless otherwise stated

 

 

 

Appleton CourtWakefield (long leasehold)

26,100

Yorkshire & Humberside

2,650,000

4,560,000

2,950,000

Basset Court, Northampton

18,005

Midlands 

1,940,000

3,320,000

2,230,000

Dalton CourtBlackburn

25,780

North West 

2,120,000

3,560,000

2,430,000

Faraday CourtBurton-upon-Trent

25,487

Midlands 

2,550,000

3,710,000

2,880,000

Newton CourtWolverhampton (long leasehold)

23,781

Midlands 

1,960,000

3,300,000

2,120,000

Quays Reach, Salford

13,116

North West 

1,350,000

2,200,000

1,510,000

Rutherford CourtStafford (long leasehold)

17,734

Midlands 

1,400,000

2,770,000

1,860,000

Stephenson CourtBedford (long leasehold)

42,260

East

4,970,000

7,380,000

5,430,000

Whitworth Court, Runcorn, Cheshire

25,773

North West 

1,840,000

3,400,000

2,310,000

Total value of "D" Ordinary share properties as at 30 June 2009

218,036

-

20,780,000

34,200,000

23,720,000

Total value of properties as at 30 June 2009

2,108,803

-

108,175,000

179,790,000

122,050,000

UK Economic and Commercial Outlook

The UK economy contracted by an estimated 2.4% in Q1 2009 which followed the 1.8% fall recorded in Q4 2008. Every sector of the economy bar government services declined in Q1 2009 while business investment, according to the Office of National Statistics, fell by 7.1% (Source: Office of National Statistics).

The first tentative signs of a turnaround in the economy have begun to emerge in recent months as a result of the sharp cuts in interest rates and the implementation of the Bank of England's quantitative easing programme. The availability of credit to the corporate sector has improved according to the Bank of England's Credit Conditions Survey and business confidence surveys indicate that service sector activity is improving. The housing market has shown signs of stabilisation with the Nationwide House Price Index recording house price appreciation in May and June 2009. The running down of inventories, which was a significant contributor to the economic declines in Q4 2008 and Q1 2009 appears to be coming to an end. 

While it seems that the rate of economic decline is slowing, there is a great deal of difference between the economy no longer declining and it returning to more historic levels of growth. The risks remain on the downside. There are a number of factors, discussed below, which could slow the recovery process. 

Consumer confidence, although rising, is weak and remains fragile. Households are expected to continue to rebuild their finances by paying down debt and increase savings over the medium term. The household savings rate, which fell into negative territory in 2008, rose to 4% in Q1 2009 and we believe the proportion of income households save will continue to rise. Household spending accounts for c.65% of UK GDP and the decision of households to reduce or slow the rate of spending will have repercussions for economic growth (Source: Office of National Statistics).

Although access to credit for businesses has improved slightly in recent months, it is questionable how much spare capacity lenders will have in order to facilitate a revival in private sector investment and whether this can offset the void left by those banks which are no longer open for new business. Government finances are also strained with the deficit due to rise in 2009/10 as a result of a reduction in tax receipts and an increase in social security spending as well as discretionary stimulus. It seems likely that, following an expected general election in 2010, a new government may have to make significant reductions in state spending in order to restore public finances to a more sustainable level.

These factors will combine to dampen domestic demand and may well mean that unemployment, which in March 2009 rose at its fastest level since 1991, will continue to rise (source: Office of National Statistics). The European Commission forecasts that unemployment will peak at c.10% in 2010 in the UK.

The recovery will be principally reliant on a recovery in the global economy and a resultant increase in UK exports, which should be assisted by the depreciation in the value of sterling. However, a recovery to the levels of economic growth witnessed in the years preceding the financial crisis is likely to be slow. 

Oxford Economics forecasts negative growth of 4.1% in 2009 and a slight recovery in 2010 with growth of 0.1%. The International Monetary Fund is more pessimistic and forecasts negative growth in 2009 and 2010 of 4.1% and 0.4% respectively.

Commercial property values continued to decline during the first half of 2009 albeit at a slower rate than in 2008. According to the Investment Property Databank capital values have fallen by 44.1% between their peak in July 2007 and June 2009. 

The drivers of the correction have evolved. Initially capital values declined as a result of an outward movement in commercial property yields, which reflected the serious problems in the debt markets and a subsequent re-risking of the sector by investors. Lately, negative rental growth and concerns over income security, following a sharp rise in tenant defaults, have become the predominant issue for investors and have been responsible for the majority of recent capital value declines. The Investment Property Forum's Consensus Survey forecasts cumulative rental declines of 24% between 2009 and 2011. 

Transaction volumes fell sharply following the onset of the financial crisis in summer 2007 and have remained at low levels as investors have struggled to secure debt funding. This is likely to remain the case in the medium term as banks attempt to rectify issues with their outstanding loans and reduce their exposure to commercial property. 

In common for investors and lenders alike, the concerns over the health of the occupier market and the risk posed by individual tenants has become central to the decision on whether to purchase or lend on an asset. Vacancy rates have increased as demand from occupiers has fallen away, space has been released from defaulting tenants (or those rationalising their portfolios) and new developments, commenced prior to the correction, have completed. The increase in supply and the reduction in tenant demand have altered the dynamic in letting negotiations. Tenants are now in a position where they are able to negotiate lower rents, more flexible lease terms and greater incentive packages.

Going forward

The Group remains in breach of the LTV covenants in its loan facilities with Nationwide and Bank of Scotland as at 30 June 2009The Property Investment Adviser has kept both lending banks fully in formed of the Group's position since the breach occurred and is in ongoing discussions to establish an appropriate course of action. Nationwide has now provided credit approved terms for the restructuring of the loan agreement, which include a waiver of the LTV covenant for a period of time in exchange for an arrangement fee, an increase in the margin payable on the debt along with ongoing part repayments of the loan using all of the Group's surplus rental income. Bank of Scotland has indicated a willingness to offer similar terms although these terms remain subject to approval by Lloyds Banking Group Credit Team. The Board expects that both new facilities will be approved in the coming months. Once the loan facilities have been successfully negotiated, our primary focus remains in seeking ways to enhance the Group's income stream and to allow the Company to continue to trade and give the economy and property market time to stabilise. 

Peter Roscrow

Close Investments Limited

Property Investment Adviser

26 August 2009

INDEPENDENT REVIEW REPORT

Interim condensed consolidated financial statements for the six months to 30 June 2009

Introduction

We have been engaged by the company to review the condensed set of financial statements in the half yearly financial report for the six months ended 30 June 2009 which comprises the consolidated income statement, consolidated balance sheet, consolidated statement of changes in equity, consolidated cash flow statement, the ordinary consolidated income statement, the ordinary consolidated balance sheet, the "D" ordinary consolidated income statement, the "D" ordinary consolidated balance sheet and the related notes 1 to 14. We have read the other information contained within the half yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the company in accordance with guidance contained in ISRE 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our work, for this report, or for the conclusion we have formed.

Directors' Responsibilities

The half yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half yearly financial report in accordance Rules of the London Stock Exchange.

As disclosed in Note 2, the annual financial statements of the group will be prepared in accordance with International Financial Reporting Standards as adopted by the European Union. The condensed set of financial statements included in this half yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting," as adopted by the European Union. The accounting policies are consistent with those that the directors intend to use in the next financial statements.

Our responsibility

Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the half yearly financial report based on our review.

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" Issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly we do not express an audit opinion.

Review conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial information in the half yearly financial report for the six month period to 30 June 2009 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Rules issued by the London Stock Exchange.

Emphasis of matter - going concern

In arriving at our review conclusion, which is not qualified, we have considered the adequacy of the disclosure made in note 1 to the half-yearly financial report, "Basis of Preparation", concerning the Group's ability to continue as a going concern. These conditions described in note 1 indicate the existence of material uncertainties which may cast significant doubt about the Group's ability to continue as a going concern. The half-yearly financial report does not include the adjustments that would result if the Group was unable to continue as a going concern.

Ernst & Young LLC

Chartered AccountantsDouglasIsle of Man

CONSOLIDATED INCOME STATEMENT

For the six month period from 1 January to 30 June 2009

(Audited)

Notes

30 June

 2009

30 June

 2008

31 December 

2008

£

£

£

INCOME

Rental income from investment properties

5,544,088

6,809,692

13,224,642

Other income

10,500

79,994

132,334

5,554,588

6,889,686

13,356,976

EXPENDITURE

Property Investment Adviser's management fee

(309,183)

(704,296)

(1,160,166)

Property expenses

(1,272,243)

(1,359,280)

(2,789,948)

Other expenses

(110,570)

(243,116)

(309,688)

(1,691,996)

(2,306,692)

(4,259,802)

Gains/(Losses) from investments

Realised gain/(loss) on disposal of investment properties

-

781,778

(1,414,701)

Unrealised loss on revaluation of investment properties

(14,630,153)

(17,152,294)

(50,044,066)

(14,630,153)

(16,370,516)

(51,458,767)

Net operating loss for the period 

before finance costs

(10,767,561)

(11,787,522)

(42,361,593)

Unrealised gains on interest rate swaps

393,632

-

-

Interest receivable

7,847

585,315

624,510

Interest payable and similar charges

(3,076,655)

(3,750,522)

(7,302,708)

(2,675,176)

(3,165,207)

(6,678,198)

Net loss from ordinary activities before taxation

(13,442,737)

(14,952,729)

(49,039,791)

Taxation on ordinary activities

4

-

-

-

Net loss from ordinary activities after taxation attributable to members

(13,442,737)

(14,952,729)

(49,039,791)

Other comprehensive income

(13,442,737)

(14,952,729)

(49,039,791)

Cashflow hedges

549,603

529,609

(5,365,121)

Total comprehensive income for the period/(year)

(12,893,134)

(14,423,120)

54,404,912

CONSOLIDATED BALANCE SHEET

As at 30 June 2009

(Audited)

Notes

30 June

2009

30 June

 2008

31 December 2008

£

£

£

NON-CURRENT ASSETS

Fixed Investment properties

5

108,175,000

179,790,000

122,050,000

108,175,000

179,790,000

122,050,000

CURRENT ASSETS

Trade and other receivables

6

2,004,396

4,395,086

3,590,798

Cash and cash equivalents

3,379,856

4,822,092

2,195,623

5,384,252

9,217,178

5,786,421

Total assets

113,559,252

189,007,178

127,836,421

NON-CURRENT LIABILITIES

Bank loans

8

-

107,121,164

-

-

107,121,164

-

CURRENT LIABILITIES

Trade and other payables

9

7,816,241

4,262,765

9,118,345

Bank loans

8

83,769,480

-

83,851,411

91,585,721

4,262,765

92,969,756

Total liabilities

91,585,721

111,383,929

92,969,756

CAPITAL AND RESERVES

Share capital

- Ordinary

10

747,259

747,259

747,259

- "D" Ordinary

10

257,651

257,651

257,651

- Deferred shares

10

50,136

50,136

50,136

Distributable capital reserve

- Ordinary

70,188,239

72,640,967

70,188,239

- "D" Ordinary 

23,434,297

23,756,361

23,434,297

Capital redemption reserve

- Ordinary

39,925

39,925

39,925

Revenue reserves

(68,350,236)

(20,820,437)

(54,907,499)

Hedge reserves

11

(4,393,740)

951,387

(4,943,343)

21,973,531

77,623,249

34,866,665

113,559,252

189,007,178

127,836,421

These financial statements were approved by the Board of Directors on 26 August 2009 and signed on its behalf by:

J D Clague

P P Scales

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 

For the six month period from 1 January to 30 June 2009

Share Capital

Capital 

Reserve

Capital Redemption Reserve

Hedge Reserve

Revenue Reserve

Total

As at 1 January 2008

1,055,046

97,909,559

39,925

421,778

(5,867,708)

93,558,600

Net loss for the period

-

-

-

-

(14,952,729)

(14,952,729)

Capital distributions

-

(1,512,231)

-

-

-

(1,512,231)

Movement on unrealised gains on interest rate swaps

-

-

-

529,609

-

(529,609)

As at 30 June 2008

1,055,046

96,397,328

39,925

951,387

(20,820,437)

77,623,249

Net loss for period

-

-

-

-

(34,087,062)

(34,087,062)

Capital distributions

-

(2,774,792)

-

-

(2,774,792)

Movement on unrealised losses on interest rate swaps

-

-

-

(5,894,730)

(5,894,730)

As at 1 January 2009

1,055,046

93,622,536

39,925

(4,943,343)

(54,907,499)

34,866,665

Net loss for the period

-

-

-

-

(13,442,737)

(13,442,737)

Movement in unrealised gains on revaluation of interest rate swaps

-

-

-

549,603

-

549,603

As at 30 June 2009

1,055,046

93,622,536

39,925

(4,393,740)

(68,350,236)

21,973,531

CONSOLIDATED STATEMENT OF CASHFLOW 

For the six month period from 1 January to 30 June 2009

(Audited)

30 June 

2009

30 June 

2008

31 December 2008

£

£

£

Operating activities

Loss before tax

(13,442,737)

(14,952,729)

(49,039,791)

Adjustment to reconcile profit before tax to net cash flows

Decrease in value of investment properties

14,630,153

17,152,294

50,044,066

Unrealised loss on interest swap

(393,632)

-

-

Realised (gain)/loss on sale of investment properties

-

(781,778)

1,414,701

Finance income

(7,847)

(585,315)

(624,510)

Finance expense

3,076,655

3,750,522

7,302,708

Amortised arrangement fees

13,069

42,895

70,642

Decrease in debtors

1,568,752

723,789

597,250

(Decrease)/increase in creditors

(123,822)

(1,869,702)

104,736

Tax refunded

-

77,706

54,668

Net deposits (repaid)/received

(256)

2,901

(32,133)

Net cash flows from operating activities

5,320,335

3,560,583

9,892,337

Investing activities

Interest received

7,847

585,315

624,510

Subsequent expenditure on properties

(755,153)

(1,206,755)

(2,248,345)

Proceeds from sale of properties

-

3,646,239

27,295,872

Net cash flows from investing activities

(747,306)

3,024,799

25,672,037

Financing activities

Dividends paid

-

(1,512,231)

(6,291,408)

Interest paid

(3,293,796)

(3,774,881)

(7,303,665)

Bank loans repaid

(95,000)

(1,185,000)

(28,240,000)

Bank loans drawn down

-

-

3,750,000

Issue cost of long-term borrowing

-

(7,500)

-

Net cash flows from financing activities

(3,388,796)

(6,479,612)

(38,085,073)

Net increase/(decrease) in cash

1,184,233

105,770

(2,520,699)

Cash at 1 January

2,195,623

4,716,322

4,716,322

Cash at 30 June/31 December

3,379,856

4,822,092

2,195,623

ORDINARY SHARES

CONSOLIDATED INCOME STATEMENT 

For the sixth month period from 1 January to 30 June 2009

(Audited)

30 June 

2009

30 June 

2008 

31 December 2008

INCOME

£

£

£

Rental Income from investment properties

3(a)

4,354,761

5,594,243

10,765,843

Other income

10,500

74,112

122,631

4,365,261

5,668,355

10,888,474

EXPENDITURE

Property Investment Adviser's management fee

(262,416)

(595,720)

(976,566)

Property expenses

(864,428)

(941,714)

(1,775,827)

Other expenses

(83,965)

(187,411)

(245,770)

(1,210,809)

(1,724,845)

(2,998,163)

Losses from investments

Realised gain/(loss) on disposal of investment properties

3(c)

-

781,778

(1,414,701)

Unrealised loss on revaluation of investment properties

(11,620,541)

(13,923,526)

(36,224,532)

(11,620,541)

(13,141,748)

(37,639,233)

Net operating loss for the period before finance costs

Unrealised gain on interest rate swaps

393,632

-

-

Interest receivable

23,107

563,803

607,947

Interest payable and similar charges

(2,550,831)

(3,194,145)

(6,119,658)

(2,134,092)

(2,630,342)

(5,511,711)

Net loss from ordinary activities before taxation

(10,600,181)

(11,828,580)

(35,260,633)

Taxation on loss of ordinary activities

-

-

-

Net loss from ordinary activities after taxation attributable to members

(10,600,181)

(11,828,580)

(35,260,633)

Other comprehensive income

(10,600,181)

(11,828,580)

(35,260,633)

Cashflow hedges

488,194

487,572

(5,188,471)

Total comprehensive income for period/year

(10,111,987)

(11,341,008)

(40,449,104)

Basic and diluted earnings per "D" Ordinary Share (pence)

(14.19)

(15.83)

(47.19)

ORDINARY SHARES

CONSOLIDATED BALANCE SHEET

As at 30 June 2009

(Audited)

30 June 

2009

30 June

 2008

31 December 2008

£

£

£

NON-CURRENT ASSETS

Fixed investment properties 

87,395,000

145,590,000

98,330,000

87,395,000

145,590,000

98,330,000

CURRENT ASSETS

Trade and other receivables

2,395,980

3,468,067

3,669,049

Cash and cash equivalents

2,825,793

4,072,490

1,917,812

5,221,773

7,540,557

5,586,861

Total assets

92,616,773

153,130,557

103,916,861

NON-CURRENT LIABILITIES

Bank loans

-

87,404,086

-

-

87,404,086

-

CURRENT LIABILITIES

Trade and other payables

6,736,018

3,202,513

7,841,954

Bank loans

65,029,608

-

65,111,773

71,765,626

3,202,513

72,953,727

Total liabilities

71,765,626

90,606,599

72,953,727

CAPITAL AND RESERVES

Share capital

747,259

747,259

747,259

Deferred shares

50,136

50,136

50,136

Capital reserve

70,188,239

72,640,967

70,188,239

Revenue reserves

(45,775,637)

(11,743,403)

(35,175,456)

Capital redemption reserve

34,890

34,890

34,890

Hedge reserves

(4,393,740)

794,109

(4,881,934)

20,851,147

62,523,958

30,963,134

92,616,773

153,130,557

103,916,861

"D" ORDINARY SHARES

CONSOLIDATED INCOME STATEMENT 

For the sixth month period from 1 January to 30 June 2009

(Audited)

30 June 

2009

30 June 

2008 

31 December 2008

INCOME

£

£

£

Rental Income from investment properties

3(b)

1,189,327

1,215,449

2,458,799

Other income

-

5,882

9,703

1,189,327

1,221,331

2,468,502

EXPENDITURE

Property Investment Adviser's management fee

(46,767)

(108,576)

(183,600)

Property expenses

(407,815)

(418,263)

(1,014,121)

Other expenses

(26,605)

(55,008)

(63,918)

(481,187)

(581,847)

(1,261,639)

Losses from investments

Unrealised loss on revaluation of investment properties

3(d)

(3,009,612)

(3,228,768)

(13,819,534)

(3,009,612)

(3,228,768)

(13,819,534)

Net operating loss for the period before finance costs

(2,301,472)

(2,589,284)

(12,612,671)

Interest receivable

715

21,512

31,712

Interest payable and similar charges

(541,799)

(556,377)

(1,198,199)

(541,084)

(534,865)

(1,166,487)

Net loss from ordinary activities before taxation

(2,842,556)

(3,124,149)

(13,779,158)

Taxation on loss of ordinary activities

-

-

-

Net loss from ordinary activities after taxation attributable to members

(2,842,556)

(3,124,149)

(13,779,158)

Other comprehensive income

(2,842,556)

(3,124,149)

(13,779,158)

Cashflow hedges

61,409

42,037

(176,650)

Total comprehensive income for period/year

(2,781,147)

(3,082,112)

(13,955,808)

Basic and diluted earnings per "D" Ordinary Share (pence)

(11.03)

(12.13)

(53.48)

"D" ORDINARY SHARES

CONSOLIDATED BALANCE SHEET 

As at 30 June 2009

(Audited)

30 June

2009

30 June

2008

31 December 2008

£

£

£

NON-CURRENT ASSETS

Fixed Investment properties

20,780,000

34,200,000

23,720,000

20,780,000

34,200,000

23,720,000

CURRENT ASSETS

Trade and other receivables

488,292

921,839

786,898

Cash and cash equivalents

554,063

749,602

277,811

1,042,355

1,671,441

1,064,709

Total assets

21,822,355

35,871,441

24,784,709

NON-CURRENT LIABILITIES

Bank loans

-

19,717,078

-

-

19,717,078

CURRENT LIABILITIES

Trade and other payables

1,960,099

1,055,072

2,141,540

Bank loans

18,739,872

-

18,739,638

20,699,971

1,055,072

20,881,178

Total liabilities

20,699,971

20,772,150

20,881,178

CAPITAL AND RESERVES

Share capital 

257,651

257,651

257,651

Capital reserve

23,434,297

23,756,361

23,434,297

Revenue reserves

(22,574,599)

(9,077,034)

(19,732,043)

Capital redemption reserve

5,035

5,035

5,035

Hedge reserves

-

157,278

(61,409)

1,122,384

15,099,291

3,903,531

21,822,355

35,871,441

24,784,709

 

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