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Interim Results

30th May 2008 07:02

RNS Number : 5686V
Wichford plc
30 May 2008
 



Wichford P.L.C.

("Wichford" or the "Company")

Half-Yearly results

Wichford P.L.C., the property investment company, announces its half-yearly results for the six months to 31 March 2008

Financial Highlights

Trading Operations profit after tax £5.2 million (March 2007: £3.7 million) - up 39%

Loss after tax £74.8 million (March 2007: profit of £3.8 million)

Trading Operations earnings per share 3.9 pence (March 2007:2.8 pence) - up 39%

Basic loss per share 56.4 pence (March 2007: earnings per share of 2.9 pence)

Interim dividend of 4.1 pence per share (March 2007: 4.0 pence per share)

Net asset value per share 136.4 pence (March 2007: 218.0 pence)

Philippe de Nicolay, Non-executive Chairman of Wichford P.L.C., commented today:

"It is clear that the problems in the credit and housing markets will take some time to resolve, and the outlook for the US and many European economies over the next year is uncertain. This is likely to be reflected in the property market as a whole. Wichford is extremely fortunate to have a very high quality rental income, with an increasing proportion linked to inflation, and a broad spread of well funded properties." 

Enquiries:

Wichford P.L.C.

Philippe de Nicolay 00 33 1 40 74 42 79

Wichford Property Management Ltd

Jamie Hambro 020 7747 5678

Philip Cooper  020 7495 7111

Citigate Dewe Rogerson 020 7638 9571

George Cazenove

Hannah Seward

Notes to editors

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

Chairman's Statement

At the trading level your Company has made good progress over the first half of the year with profit after tax from Trading Operations of £5.2 million (March 2007: £3.7 million) and earnings per share on Trading Operations of 3.9 pence (March 2007: 2.8 pence). The Board has declared an interim dividend of 4.1 pence per share (March 2007: 4.0 pence per share), which will be payable on 23 June 2008 to shareholders on the register at the close of business on 13 June 2008

The six month period under review was dominated by the continuing credit and housing problems in the United States and many European countries. In the UK, property values fell further in all sectors, reflecting both the deteriorating economic outlook and tighter credit. Falls were also recorded in Continental Europe, although these were less significant and were offset by the strength of the Euro. These adverse conditions have been reflected in our reported deficit on revaluation of our investment properties amounting to £80.1 million. This is an unrealised loss and has no impact on the rental streams from the properties or on the cash flows of the business.

Taking account of this valuation adjustment, the loss after tax is £74.8 million (March 2007: profit £3.8 million) giving a loss per share of 56.4 pence (March 2007: earnings of 2.9 pence). The net asset value (NAV) per share at 31 March 2008 is 136.4 pence per share (September 2007: 208.5 pence).

 

The NAV has fallen by 72.1 pence per share, or 35%. The mark to market impact of our interest rate hedges accounted for 9.1 pence of that fall with the majority of the balance being accounted for by the decline in value of the properties. The value of the UK portfolio declined by 12.7% during the period, performing slightly better than the IPD index, and the Continental European portfolio, which now represents approximately 26% of the total, declined by 7% in Euros, but rose by 5.8% when converted to Sterling.

Despite this difficult economic background, Wichford has continued to trade well. The exceptional quality of its tenants and its increasing proportion of properties outside the UK have served the Company well during this time. During the period, no further purchase commitments were made and we have sold one property in North London for £10.9 million where the tenant had already indicated its intention to leave. Following the period end one purchase has been completed, details of which are given in the Business Review.

We acquired a French property at St. Cloud and the Justizzentrum in HalleGermany towards the end of September 2007. Accordingly this is the first period to have included the results from the Continental European properties for a full period. They added almost £4.1 million of rental income to our turnover and represented some 19.9% of the total rental income.

As announced today, Wichford is currently finalising negotiations with Land Securities Trillium for 16 lease extensions or renewals. If successful these improvements should enhance the NAV. A further announcement is expected by 24 June 2008

During May, Wichford signed a new three year loan facility with Lloyds TSB Bank plc for £58.5 million. These funds will be used for the completion of the new building in The Hague, contracted last year, and will be available for further investments both for the active portfolio in the UK and in Continental Europe.

As announced on 6 May 2008, Corovest Fund Managers (UK) Ltd, a fund management group with a strong property background, acquired 50% of our property adviser, Wichford Property Management Ltd (WPML), formerly held by Laird Capital Ltd. J O Hambro Capital Management Limited, one of the founders of Wichford, retains its 50% interest in WPML.

Wichford's shares were admitted to the Main Market of the London Stock Exchange in December 2007 and, in March 2008, were included in the FTSE All-Share index.

Your Board believes that it is likely that the problems in the credit and housing markets will take some time to resolve. As such, the outlook for the US and many European economies remains uncertain. We believe that this is likely to continue to affect the worldwide property markets and that therefore there may be potential for further declines in property values during the current year, which will undoubtedly produce opportunities for the Company to be able to purchase earnings enhancing properties. However, Wichford is extremely fortunate to have a very high quality of rental income, with an increasing proportion linked to inflation, and a broad spread of well funded properties. Accordingly, despite the ongoing adverse impact on values, we are confident that Wichford will continue to generate consistent and increasing levels of income and is therefore well positioned to maintain and increase its level of dividend payments to shareholders.

Philippe de Nicolay 

Chairman

BUSINESS REVIEW

Overview

The Group has had its quietest six months period for acquisitions and disposals since its floatation on AIM in August 2004 with only one disposal and no acquisitions.

However, the Group was busy with continuing progress being made in asset management of the UK and Continental European portfolios together with its move from AIM to the Main Market Official List of the London Stock Exchange plc on 28 December 2007

We expect further asset management initiatives to bear fruit in the second half of the year as well as increased transactional activity as the weakness in the UK commercial property market allows the Group to once again make acquisitions which are earnings enhancing.

The Company has announced today the acquisition of St Anne House, Croydon for a total cost of £15.25 million.

Market Overview - UK

Since inception the Group has experienced a strong investment market, low interest rates, easily accessible bank finance and strong demand for property assets. This changed in the Autumn of 2007 and for the six months ended 31 March 2008 the Group has experienced difficult market conditions. Started by the collapse in the US sub-prime market, there has been a global banking crisis resulting in a lack of availability of bank finance for commercial property, rising margins and a virtual closing of the securitization market. This has caused an increase in the yields demanded by investors for commercial real estate and a subsequent fall in values. 

An analysis of the Group's independent property valuation as at 31 March 2008 is provided later in this report and clearly shows the effect of the market conditions on the Group's portfolio.

Yields have moved out significantly, particularly in the short-lease Active part of our portfolio but, once again it is now possible to acquire properties occupied by the UK Government which shows a positive arbitrage over the cost of funds.

Portfolio Overview

As at 31 March 2008, the portfolio consisted of 77 properties with one other, in The Hague, contracted for but not yet acquired. Archway Tower, Islington was disposed of in the period at a sale price of £11,040,000 reflecting a satisfactory profit over a book cost of £10,175,000 and over the September 2007 valuation of £9,500,000.

As at 31 March 2008, the UK properties were independently valued at £451,145,000 and the six Continental European properties at €196,630,000 (£155,610,000).

The total portfolio value was therefore £606,755,000 (based on an €/£ exchange rate of 1.264) and the split was as follows:

%

UK Core Portfolio

55.55

UK Active Portfolio

18.80

Continental European

25.65

100.00

Valuation

The UK portfolio has been independently valued as at 31 March 2008 for the Group by Atisreal, the French Property by DTZ and the German portfolio by Jones Lang LaSalle and Savills.

Below is a table showing the fall in property values over the period on a like for like basis, which excludes Archway Tower, Islington, from the values as at 30 September 2007.

Type

Value as at 30/9/2007

Yield at 30/9/2007

Value as at 31/3/2008

Yield at 31/3/2008

Change in value

%

UK Core

£384,220,000

5.61%

£337,035,000

6.39%

-12.3%

UK Active

£132,575,000

6.29%

£114,110,000

7.31%

-13.9%

UK Blended

£516,795,000

5.78%

£451,145,000

6.62%

-12.7%

Continental European

€211,400,000

5.26%

€196,630,000

5.82%

-7.0%

However, when converting into Sterling the strength of the Euro has affected the Continental European valuations, on the Euro figures above, as follows:-

Value as at 30/9/2007

Value as at 31/3/2008

Change in Value

Continental European

£147,100,000

£155,610,000

+5.8%

UK Core Portfolio

The Core Portfolio consists of properties which have lease terms in excess of seven years to expiry or a possible break date at the tenants' option. This makes up the main part of the Group's assets and is the principal income generator.

As at 31 March 2008 it comprised 47 properties, totalling 175,073 sq. m. (1,884,491 sq. ft).The Gross Asset Value was £337,035,000.

The portfolio had the following characteristics:

Annualised Rental Income £22,780,000 reflecting £130.12 per sq.m (£12.09 per sq.ft)

Weighted Average Unexpired Lease Term of 10.23 years

Net initial Yield on Valuation 6.39%

41% of rent subject to Indexation

UK Active portfolio

The Active Portfolio consists of properties having lease terms of less than seven years to expiry or a possible lease break date at the tenant's option. The focus is on individual properties which have strong potential for value enhancement through active asset management including lease renewals.

As at 31 March 2008 the Active Portfolio comprised 24 properties totalling 63,787 sq.m. (686,610 sq.ft). The Gross Asset Value was £114,110,000.

The portfolio had the following characteristics;

Annualised Rental Income £8,823,000 reflecting £138.32 per sq.m (£12.85 per sq.ft)

Weighted Average Unexpired Lease Term of 3.13 years

Initial Yield on Valuation 7.31%

0% of rent subject to Indexation 

Continental European Portfolio

General Overview

The general situation in early 2008 is that capital continues to be attracted to the principal Continental European markets although from a reducing number of investors. This may be attributed to reduced levels of confidence amongst some investors, many of whom are finding it increasingly difficult to raise finance for their acquisitions. This lack of confidence is caused by the ongoing uncertainty in the financial markets, the uncertainty about property pricing and concerns over the weakening global economic outlook.

In terms of property values, the downward correction that started at the end of 2007 has continued through 2008, although its impact is expected to be less marked in the primary sectors than the secondary ones. According to Jones Lang LaSalle's latest Capital Markets Bulletin, the main Continental European markets could see prime yields moving out by as much as 50bps during 2008 and secondary ones by 100bps.

On a more positive note, although the availability of debt is undoubtedly beginning to restrict the activities of some investors, there are an increasing number of un-leveraged buyers who will be major investors during 2008. These include unlisted funds, sovereign funds and particularly the German Open Ended Funds. This latter group saw net inflows in 2007 of €6.7 billion (£5.3 billion) and they are now, as a consequence, strong investors again, both in the UK and across Continental Europe.

Office Market Overview

Demand for office space has remained at a healthy level in the main Continental European markets although prime rental growth has been slowing due to concerns about the economic outlook. This is particularly the case in ParisMadrid and Brussels although there are exceptions, notably in some of the main German cities where rents are still growing at a healthy level.

Vacancy levels are continuing to fall across the main Continental European markets, driven by positive net absorption and moderate completion volumes, although, here again, the pace of decline is slowing. This is a trend which is likely to continue during 2008 as new development completions come on line and the uncertain economic conditions make an impact on office demand. At the same time, the supply of new developments may, in the medium term, begin to slow, as developers find it increasingly difficult to secure development finance. 

Current Continental European Acquisition The Hague

The Company has entered into a commitment to purchase a brand new head quarters office building, in The Hague, the capital of the Netherlands. The property is built on ground and eight upper floors and will provide a total lettable area of 12,350 sq.m (132,934 sq.ft) together with 155 car parking spaces. The property is located immediately adjacent to the main Courts of International Justice in The Hague and it has been leased by the Royal Dutch Government to provide office space for the Courts. The Government have taken the entire building on a lease for an initial period of six years plus options for a further four years. The initial rent will be €2,004,000 (£1,586,000) per annum which will increase annually in line with Dutch CPI index of household costs.

The developers of the property completed the main building works at the end of March 2008 and the building has now been handed over to the tenant for fitting out. It should be noted that this property is being fitted out by the Government to a far higher specification than any other comparable office building in The Hague. The tenant is due to complete the works within three months, but in any event they will commence paying rent on 1 July 2008, at which point the Company will complete the purchase. The end purchase price will be €34,000,000 (£26,900,000).

Current Portfolio

The Continental European Portfolio consists of six properties, excluding The Hague, five in Germany and one in France. All the properties have long unexpired lease terms and all the rents are subject to indexation.

As at 31 March 2008 the six Continental European properties totalled 77,314 sq.m (832,199 sq.ft). The Gross Asset Value was €196,630,000 (£155,610,000).

The portfolio had the following characteristics:

Annualised Rental Income €11,242,000 (£8,897,000) reflecting €145.41 (£115.08) per sq.m  (€13.51 per sq. ft)

Weighted Average Unexpired Lease Term of 14.22 years.

Net Initial Yield on Valuation 5.82%.

100% of rent subject to indexation.

Indexation of rental income

One of the Group's principal asset management objectives is to increase the percentage of the portfolio which has its rental pattern fixed or linked to indexation. Given the quality of the tenant covenants and the index linking of these rental streams, this approach improves the bond-like characteristics of the Group's investments. Its other initiatives in renewing and extending leases increase this.

The indexation level was 27% at 30 September 2006 and at 31 March 2008 stood at 45%. This 45% can be analysed as follows:

UK CPI  3.4

UK RPI 29.7

UK Fixed Increases per annum 18.3

German CPI 46.3

French Cost of Construction Index  2.3

100.0

The Company believes that pursuing this policy is in the best interest of Shareholders and will give a rising, secure rental income which should be reflected in asset values going forward.

Finance Report

This is the first Half-Yearly Financial Report issued by the Company since moving from AIM to the Main Market in December 2007 and is prepared under International Financial reporting Standards ("IFRS") as required by the London Stock Exchange plc.

The comparable report last year was entitled the Interim Report and was issued in May 2007 and was prepared under the relevant Isle of Man legislation and Generally Accepted Accounting Practices. In December 2007 these results were restated under IFRS and it is those figures that form the March 2007 comparatives in this report.

As this report is not a full set of accounts and notes but prepared under IAS 34 "Interim Financial Reporting", the principal financial statements are described as "Condensed".

The period being reported is the first that includes the income from the investments in the French property at St Cloud and the Justizzentrum in HalleGermany both of which were only acquired towards the end of September 2007. 

The Trading Operations result shown in the Condensed Consolidated Income Statement is therefore the first set of results from the Continental European properties for a full period. They added almost £4.1 million rental income to the turnover of the Group, amounting to 19.1% of total rental income.

Overall, the profit for the period from Trading Operations at £5.2 million was up on the same period last year by 38.8 per cent. The full costs of £0.7 million arising from the Company's move from AIM to the Main Market, is shown in the Other Items column of the Consolidated Income Statement.

The Basic EPS from Trading Operations has increased similarly based on an increased average number of shares in issued of 132,718,000 from 100,828,000 for March 2008.

However, the overall result of the Group is a loss for the period of £74.8 million against a profit at March 2007 of £3.8 million.

The principal reason for this loss is the reported deficit on revaluation of investment properties of £80.1 million resulting from the weakening of the property markets. This is included in the Other Items column of the Condensed Consolidated Income Statement.

This is an unrealised loss and in no way impacts on the rental streams from the properties and thus on the Trading Operations results. This treatment is required under IFRS but it is not considered by the Company to be a fair reflection of the underlying strengths of the Company with its very stable and economically sound occupiers, namely being Central and State Government.

The international deterioration in economic fortunes has impacted not only property values but also the value of the Groups cash flow hedges. This loss amounts to £ 12.1 million in the current period. This is the reduction in the fair value of the interest rate swaps the Company has entered into to protect it against interest rate movements on its borrowing facilities. Not only are these losses also unrealised but the Company has no intention of selling these instruments as they are central to the Company's strategy of removing the risk of interest rate movements adversely impacting on its results. The effect of this change in valuation is reported in the Other Items column.

These instruments remain of value to the Company as they keep the effective interest rate payable on the Group's borrowings below current market rates. This is demonstrated by their positive fair value of £3 million as shown in the Condensed Consolidated Balance Sheet, where they are described as derivative financial assets.

The Company engaged its external independent property valuers to produce a property valuation for all properties as at 31 March 2008 and this resulted in a total property portfolio valuation of £606.8 million at that date. This is a 19.5% increase from £507.6 million reported at March 2007, due mainly to the acquisition since then of all the Continental European properties. However, most properties have suffered a decline in value since March 2007 due to the overall weakening of property values.

During the period being reported the Company did not engage in any significant acquisition or disposal activities and so there are no significant figures to be commented upon. There has been one post balance sheet acquisition being that of St Anne House, Croydon for a total cost of £15.25 million, as announced today.

At March 2008, the Company had two Sterling denominated borrowing facilities and three Euro denominated ones. At March 2007 the Company only had the Sterling facilities as the others were acquired on the acquisition of the German properties in June and September 2007.

Since September 2007, the Company has negotiated an increase in the Halle facility by €5.2 million (£4.1 million) to a total of €37.1 million (£29.4 million) and restatement of it on terms negotiated more in line with its Sterling facilities with the same lender. There were no other changes to the borrowing facilities in the period being reported.

Overall the Company's borrowing facilities at March 2008 were £444.3 million against £314.3 million at March 2007. All of the interest liability of these facilities is covered by interest rate swaps designated as cash flow hedges. These derivatives continue to provide interest rate stability until the maturity of each facility.

Since March 2008 the Company has negotiated an additional borrowing facility which is Sterling denominated and secured on properties that were not party to the existing borrowing facilities. This borrowing facility is for a further £58.5 million and will be used to finance further property acquisitions. 

The net asset value of the Company at 31 March 2008 has decreased to 136.4 pence per share from 218.0 pence per share at 31 March 2007 and 208.5 pence per share at 30 September 2007.

The Directors have decided to increase the interim dividend to 4.1 pence per share from 4.0 pence per share at March 2007. This will be paid on 23 June 2008 to all Shareholders on the register at the close of business on 13 June 2008.

Directors' statement of responsibilities

The Directors confirm that this condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting', as adopted by the European Union, and that the Interim Announcement includes a fair review of the information as required by Sections 4.2.7 and 4.2.8 of the Disclosure and Transparency Rules.

The Directors of Wichford P.L.C. are stated in the Group's Annual Report for the year ended 30 September 2007. There has been one appointment to the Board of Directors since that Report; Mr Wolf Cesman was appointed as a Non-Executive Director on 22 May 2008.

By the order of the Board

A Couper-Woods

Secretary

Auditor's Independent Review Report to Wichford P.L.C.

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 31 March 2008 which comprises the condensed consolidated income statement, the condensed consolidated statement of recognised income and expense, the condensed consolidated balance sheet, the condensed consolidated cash flow statement and the notes to the financial statements. We have read the other information contained in the half-yearly financial report which comprises only the Chairman's Statement and Business Review 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 (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity'. Our review work has been undertaken so that we might state to the Company those matters we are required to state to them in a review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our review 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 with the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

As disclosed in Note 1, the annual financial statements of the Group are prepared in accordance with IFRS 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.

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.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 31 March 2008 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

Grant Thornton

Chartered Accountant 

DouglasIsle of Man

WICHFORD PLC

CONDENSED CONSOLIDATED INCOME STATEMENT

For the six months ended 31 March 2008

Six months ended 31 March 2008

Trading

Operations

£'000

(unaudited)

Other

Items

£'000

(unaudited)

Total

£'000

(unaudited)

Revenue

20,549 

- 

20,549 

Deficit on revaluation of

Investment properties

 

- 

(80,125)

(80,125)

Profit on sale of investment properties

- 

798 

798 

Administrative expenses

(3,364)

(663)

(4,027)

OPERATING PROFIT/(LOSS)

17,185 

(79,990)

(62,805)

Finance revenue

450 

- 

450 

Finance costs

(12,217)

- 

(12,217)

PROFIT/(LOSS) BEFORE TAX

5,418 

(79,990)

(74,572)

Income tax expense

(259)

- 

(259)

PROFIT/(LOSS) FOR THE PERIOD

5,159 

(79,990)

(74,831)

Earnings per share from continuing operations

Basic/Diluted - pence

 

3.9 

(60.3)

(56.4)

All activities are continuing.

Restated

Six months ended 31 March 2007

Year ended 30 September 2007

Trading

Operations

£'000

(unaudited)

Other

Items

£'000

(unaudited)

Total

£'000

(unaudited)

Trading

Operations

£'000

(audited)

Other

Items

£'000

(audited)

Total

£'000

(audited)

Revenue

14,771

- 

14,771 

33,073 

- 

33,073 

Deficit on revaluation of

Investment properties

- 

(1,053)

(1,053)

- 

(22,562)

(22,562)

Profit on sale of investment

properties

- 

1,137 

1,137 

- 

1,403

1,403 

Administrative expenses

(3,139)

- 

(3,139)

(3,801)

- 

(3,801)

OPERATING PROFIT/(LOSS)

11,632 

84 

11,716 

29,272 

(21,159)

8,113 

Finance revenue

775 

- 

775 

1,950 

- 

1,950 

Finance costs

(8,559)

-

(8,559)

(19,655)

- 

(19,655)

PROFIT/(LOSS) BEFORE TAX

3,848 

84 

3,932 

11,567 

(21,159)

(9,592)

Income tax expense

(130)

- 

(130)

(230)

- 

(230)

PROFIT/(LOSS) FOR THE PERIOD

3,718 

84 

3,802 

11,337 

(21,159)

(9,822)

Earnings per share from continuing operations 

Basic/Diluted - pence

 

2.8 

0.1 

2.9 

9.7 

(18.1)

(8.4)

CONDENSED CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE

For the six months ended 31 March 2008

Trading

Operations

£'000

(unaudited)

Other

Items

£'000

(unaudited)

Total

£'000

(unaudited)

INCOME AND EXPENSE RECOGNISED

DIRECTLY IN EQUITY

(Loss)/gain on cash flow hedges

(loss)/gain on foreign currency translation

-

-

(12,104)

(1,383)

(12,104)

(1,383)

NET INCOME RECOGNISED IN EQUITY

PROFIT/(LOSS) FOR THE PERIOD

-

5,159

(13,487)

(79,990)

(13,487)

(74,831)

TOTAL RECOGNISED INCOME AND EXPENSE FOR THE PERIOD

5,159

(93,477)

(88,318)

All activities are continuing.

Restated

Six months ended 31 March 2007

Year ended 30 September 2007

Trading

Operations

£'000

(unaudited)

Other Items

£'000

(unaudited)

Total

£'000

(unaudited)

Trading

Operations

£'000

(audited)

Other

Items

£'000

(audited)

Total

£'000

(audited)

INCOME AND EXPENSE

RECOGNISED

DIRECTLY IN EQUITY

(Loss)/gain on cash flow

hedges

(Loss)/gain on foreign 

currency translation

-

-

6,285

-

6,285

-

-

-

12,948 

567 

12,948 

567 

NET INCOME RECOGNISED

IN EQUITY

 

-

6,285

6,285

-

13,515 

13,515 

PROFIT/(LOSS) FOR THE 

PERIOD

3,718

84

3,802

11,337

(21,159)

(9,822)

TOTAL RECOGNISED INCOME

AND EXPENSE FOR THE 

PERIOD

3,718

6,369

10,087

11,337

(7,644)

3,693 

CONDENSED CONSOLIDATED BALANCE SHEET

As at 31 March 2008

31 March 2008

£'000

(unaudited)

Restated

31 March 2007

£'000

(unaudited)

30 September 2007

£'000

(audited)

NON-CURRENT ASSETS

Investment properties

Derivative financial assets

602,116 

3,013 

506,082 

8,454 

663,569 

15,117 

605,129 

514,536 

678,686 

CURRENT ASSETS

Trade and other receivables

Cash at bank

19,925 

17,369 

18,519 

88,225 

18,956 

20,287 

37,294 

106,744 

39,243 

ASSETS HELD FOR SALE

- 

- 

10,889 

TOTAL ASSETS

642,423 

621,280 

728,818 

 

CURRENT LIABILITIES

Trade and other payables

(18,266)

(16,861)

(25,778)

(18,266)

(16,861)

(25,778)

NON CURRENT LIABILITIES

Borrowings

Deferred tax liabilities 

(442,495)

(622)

(314,859)

(259)

(424,614)

(363)

(443,117)

(315,118)

(424,977)

LIABILITIES ASSOCIATED WITH  

ASSETS HELD FOR SALE

- 

- 

(1,389)

TOTAL LIABILITIES

(461,383)

(331,979)

(452,144)

NET ASSETS

181,040 

289,301 

276,674 

EQUITY

Share capital

13,276 

13,270 

13,270 

Share Premium

168,756 

218,670 

168,670 

Retained earnings

(1,020)

51,076 

81,219 

Cash flow hedges reserve

844 

6,285 

12,948 

Currency translation reserve

(816)

- 

567 

TOTAL EQUITY ATTRIBUTABLE TO 

THE ORDINARY EQUITY HOLDERS 

OF THE PARENT COMPANY

181,040 

289,301 

276,674 

NET ASSET VALUE

Basic/Diluted- pence per share

 136.4 

218.0 

208.5 

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

For the six months ended 31 March 2008

 

Six months ended

31 March 2008

£'000

(unaudited)

Restated

Six months ended

31 March 2007

£'000

(unaudited)

Year ended

30 September 2007

£'000

(audited)

OPERATING PROFIT FOR THE PERIOD

Adjust non-cash items:

Decrease/(increase) in fair value of investment

 properties Profit on sale of investment properties

Performance fee adjustment

Accrued rental income

Rent incentives

Working capital adjustments:

Increase in trade and other receivables

(Decrease)/increase in trade and other 

payables

Finance costs paid

Finance costs received

Finance lease interest

Taxation

(62,805)

80,125 

 

(798)

- 

(190)

(3,869)

(569)

(7,702)

(13,014)

450 

(65)

- 

11,716 

1,053 

(1,137)

819 

(192)

100 

(5,575)

3,575 

(8,283)

775 

(87)

4 

8,113 

22,562 

(1,244)

(1,522)

(388)

225 

(5,677)

12,228 

(19,215)

1,950 

(182)

8 

CASH FLOWS FROM OPERATING 

ACTIVITIES

(8,437)

2,768 

16,858 

INVESTING ACTIVITIES

Purchase of investment properties

Sale of investment properties

- 

10,972 

(54,987)

6,637 

(251,293)

13,344 

CASH FLOWS USED IN INVESTING 

ACTIVITIES

10,972 

(48,350)

(237,949)

FINANCING ACTIVITIES

Ordinary shares, issued (net of expenses)

Increase in bank debt

Equity dividends paid

- 

4,492 

(8,231)

73,325 

49,496 

(6,326)

73,325 

160,960 

(10,219)

CASH FLOWS FROM FINANCING 

ACTIVITIES

(3,739)

116,495 

224,066 

INCREASE/(DECREASE) IN CASH AND 

CASH EQUIVALENTS

(1,204)

70,913 

2,975 

Foreign exchange loss

(1,714)

- 

- 

Cash and cash equivalents at beginning of 

period

20,287 

17,312 

17,312 

CASH AND CASH EQUIVALENTS AT 

PERIOD END

17,369 

88,225 

20,287 

NOTES TO THE FINANCIAL STATEMENTS

1. Basis of preparation

These condensed financial statements are prepared in accordance with the principal accounting policies adopted by the Group referred to in note 2 and IAS 34 'Interim Financial Reporting' as issued by the International Accounting Standards Board.

These accounting policies have been consistently applied to all the periods presented.

The policies have changed from the previous year when the financial statements were prepared under applicable United Kingdom Generally Accepted Accounting Principles (UK GAAP). The comparative information has been restated on a consistent basis.

The financial statements are prepared on the historical cost basis, except for investment property and derivative financial instruments that are measured at fair value. The financial statements are presented in thousands of pounds Sterling (£000) except where otherwise indicated.

2. Significant Accounting Policies

The accounting policies used for the preparation of the Annual Report for the year ended 30 September 2007 have been used throughout the period now being reported. These accounting policies can be found in the published Annual Report.

3. Turnover

The primary reporting segment of the Group is the entire business. The business activity of the Group is property investment which the Board considers to be the only business segment. Therefore information provided elsewhere in the financial statements relates to that segment.

Secondary reporting format - Geographic segments

The following table presents revenue, expenditure and certain asset information regarding the Group:

Six Months ended 31 March 2008

UK

£'000

Rest of Europe

£'000

Total

£'000

Segment revenue

16,471

4,078

20,549

Carrying amount of Segment assets

Segment assets

475,150

167,273

642,423

Segment capital expenditure

Acquisition of investment properties

-

-

-

Six Months ended 31 March 2007

UK

Rest of Europe

Total

£'000

£'000

£'000

Segment revenue

14,771

-

14,771

Carrying amount of Segment assets

Segment assets

621,280

-

621,280

Segment capital expenditure

Acquisition of investment properties

61,237

-

61,237

Year ended 30 September 2007

UK

Rest of Europe

Total

£'000

£'000

£'000

Segment revenue

31,275

1,748

33,073

Carrying amount of Segment assets

Segment assets

572,659

156,159

728,818

Segment capital expenditure

Acquisition of investment properties

110,390

149,633

260,023

4. Revenue

Six months ended

31 March 2008

£'000

Six months ended

31 March 2007

£'000

Year ended

30 September 2007

£'000

Rental income

20,530

14,470

33,018

Other income

19

31

55

20,549

14,771

33,073

Financial revenue

450

775

1,950

20,999

15,546

35,023

5. Administration Expenses

Six months ended

31 March 2008

£'000

Six months ended

31 March 2007

£'000

Year ended

30 September 2007

£'000

Property Adviser's Fees

- advisory fees

2,030

1,565

3,384 

- accrued performance fees

-

819

(1,523)

Property Manager's Fees

70

82

185 

Other administration expenses

1,927

673

1,755 

Total

4,027

3,139

3,801 

Included in the Other administration expenses of £1,927,000 are the costs of the move from AIM to the Main Market of the London Stock Exchange plc, which amounts to £663,000.

6. Income Tax

Tax on profit/(loss) from ordinary activities

Six months ended

31 March 2008

£'000

Six months ended

31 March 2007

£'000

Year ended 

30 September 2007

£'000

(Loss)/profit for the period 

not subject to UK 

income tax

(74,572)

3,932 

(9,592)

(Loss)/profit before tax

(74,572)

3,932 

(9,592)

Current income tax

Adjustments in respect of 

previous year

- 

(4)

(8)

Total current income tax

- 

(4)

(8)

Deferred tax

Origination and reversal 

of temporary differences

259 

130 

238 

Income tax expense 

reported in the income 

statement

259 

130 

230 

Deferred tax

Deferred tax included in the balance sheet is as follows:

Six months ended

31 March 2008

£'000

Six months ended

31 March 2007

£'000

Year ended 

30 September 2007

£'000

Deferred tax liability

Lease accounting 

temporary differences

622

259

363

Deferred tax liability

622

259

363

The deferred tax included in the income statement is as follows:

Six months ended

31 March 2008

£'000

Six months ended

31 March 2007

£'000

Year ended 

30 September 2007

£'000

Lease accounting 

temporary differences

259

130

238

Deferred income tax 

expenses 

259

130

238

7. Earnings per share

Basic earnings per share for the period ended 31 March 2008 is based on the loss attributable to equity shareholders of £74,831,000 (March 2007: profit of £3,802,000; September 2007: loss of £9,822,000) and a weighted average number of Ordinary shares outstanding during the period ended 31 March 2008 of 132,718,137 (March 2007: 100,828,406; September 2007: 116,904,399).

Diluted earnings per share are the same as basic earnings per share.

However, on 12 March 2007 the Company made a placing of 35,377,358 Ordinary shares. The shares issued did not rank for any dividend related to the financial period ended 31 March 2007, but ranked pari passu with the remaining Ordinary shares for the financial periods beginning on or after 1 April 2007.

Six months ended

31 March 2008

£'000

Six months ended

31 March 2007

£'000

Year ended 

30 September 2007

£'000

(Loss)/profit attributable to 

equity shareholders

(74,831)

3,802

(9,822)

Weighted average 

number of ordinary 

shares (000's)

Basic

Adjusted for shares not

ranking for dividend for 

period

132,718 

132,718 

100,828

97,326

116,904 

116,904 

Earnings per share - pence

Basic (loss)/earnings per share

Adjusted for shares not 

ranking for dividend for period

(56.4)

(56.4)

3.8

3.9

(8.4)

(8.4)

8. Net Assets Per Share

Net assets per share is calculated by dividing the net assets at 31 March 2008 attributable to the equity holders of the parent of £181,040,000 (March 2007: £289,301,000; September 2007: £276,674,000) by the number of ordinary shares as at 31 March 2007 of 132,761,948 (March 2007: 132,703,055; September 2007: 132,703,055).

31 March 2008

31 March 2007

30 September 2007

Net assets attributable to equity

holders of the parent (£'000)

181,040

289,301

276,674

Number of ordinary shares (000's)

132,762

132,703

132,703

NET ASSETS PER SHARE (PENCE)

136.4

218.0

208.5

9. Investment properties

31 March 2008

£'000

31 March 2007

£'000

30 September 2007

£'000

As at 1 October

663,569 

451,398 

451,398 

Purchases during the period

- 

61,237 

260,023 

Disposals during the period

- 

(5,500)

(16,851)

Unrealised deficit on revaluation

(80,125)

(1,053)

(22,562)

Transferred to assets held for sale

- 

- 

(10,889)

Payment on account for asset in 

course of construction

338 

- 

2,450 

Foreign exchange and other 

adjustments on consolidation

18,334 

- 

- 

As at 31 March/30 September

602,116 

506,082 

663,569 

During the period the Group disposed of one property for £10.9 million producing a profit in excess of £0.7 million. This property was shown as an asset held for sale on the balance sheet at 30 September 2007At 31 March 2008 the Group owned 77 properties throughout the UKFrance and Germany.

A reconciliation of investment and development property valuations to the balance sheet carrying value of investment property is shown below:

31 March 2008

£'000

31 March 2007

£'000

30 September 2007

£'000

Investment property at market value as 

determined by external valuers

606,755 

507,640 

673,458 

Add minimum payment under head

leases separately included as a payable

in the balance sheet

2,015 

3,236 

3,414 

Less accrued incentives separately

included as a receivable in

the balance sheet

(8,568)

(4,305)

(4,180)

Less accrued rental income separately

included as a receivable in

the balance sheet

(993)

(565)

(780)

Add accrued rental income separately

included as a payable in

the balance sheet

119 

76 

96 

599,328 

506,082 

672,008 

Add payment on account for asset

in the course of construction

2,788 

- 

2,450 

Less property transferred to assets

held for sale

- 

- 

(10,889)

Balance sheet carrying value

of investment property

602,116 

506,082 

663,569 

10. Trade and other receivables

31 March 2008

£'000

31 March 2007

£'000

30 September 2007

£'000

Trade receivables

6,073

3,782

7,271

VAT recoverable

1,080

59

131

Deferred rental incentives

9,054

4,305

4,180

Accrued rental income

993

565

780

Other prepayments

2,096

9,655

6,197

Service charges

629

153

397

19,925

18,519

18,956

Trade receivables are non interest-bearing and generally have a 14 day term. Due to their short maturities, the fair value of trade and other receivables approximates to their book value.

As at 31 March 2008 nil trade receivables were impaired (March 2007: nil; September 2007: nil). As at 31 March 2008, nil trade receivables were overdue but not impaired (March 2007: nil; September 2007: nil).

11. Trade and other payables 

31 March 2008

£'000

31 March 2007

£'000

30 September 2007

£'000

Rent received in advance

7,258

7,959

8,272

VAT payable

1,223

990

535

Other payables and accruals

9,156

7,759

16,478

Accrued rental income

-

-

96

Service charges

629

153

397

18,266

16,861

25,778

Trade and other payables are non-interest bearing and it is the Group's policy to pay within the stated terms which typically vary from 30 - 45 days. Due to their short maturities, the fair value of trade payables approximates to their book value.

12Borrowings

31 March 2008

£'000

31 March 2007

£'000

30 September 2007

£'000

Non current

Bank loans

444,256 

314,286 

425,281 

Less: deferred finance costs

(3,776)

(2,663)

(2,692)

Finance leases

2,015 

3,236 

3,414 

Less: finance leases classified as  

held for sale

- 

- 

(1,389)

442,495 

314,859 

424,614 

(a) Bank loans

At 31 March 2008, the bank borrowings of £443,251,000 are secured by fixed and floating charges over the assets and income streams of the Group. It comprised of five separate borrowing facilities each secured on a number of discrete assets with no common assets. There were also a number of properties that were not pledged as security for any borrowing facility.

These facilities are summarised as below:

31 March 2008

£'000

31 March 2007

£'000

30 September 2007

£'000

Gamma

199,678

199,678

199,678

Delta

114,608

114,608

114,608

VBG1

56,031

-

49,547

VBG2

44,579

-

39,253

Halle

29,360

-

22,195

444,256

314,286

425,281

The Gamma and Delta facilities are non-amortising and have final repayment dates in October 2012 and both have been put into securitisation conduits by the lender. The VBG facilities are amortising dependant upon expected rent rises with final repayment dates in January 2010 for VBG1 and April 2011 for VBG2.

However, on acquisition, part of the purchase price was paid into escrow accounts such that all expected amortisation of these bank loans will be funded by the escrow accounts. These facilities have been put into securitisation conduits by the lender.

The Halle facility is non-amortising and has a final repayment date in April 2014. During the period this facility has been increased and restated on more favourable terms to the Group.

All the facilities are subject to the interest rate swaps detailed in Note 13. 

The book value of borrowings is not materially different to the fair value.

(b) Finance leases

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

31 March 2008

£'000

31 March 2007

£'000

30 September 2007

£'000

Gross finance lease liabilities repayable:

In one year or less

In more than one year, but not more than

five years

In more than five years

122 

490 

10,090 

198 

792 

17,738 

198 

792 

18,561 

10,702 

18,728 

19,551 

Less: finance charges allocated to future 

periods

(8,687)

(15,492)

(16,137)

Present value of minimum lease payments

2,015 

3,236 

3,414 

31 March 2008

£'000

31 March 2007

£'000

30 September 2007

£'000

The present value of finance lease liabilities 

repayable:

In one year or less

In more than one year, but not more than

five years

In more than five years

40 

96 

1,879 

30 

122 

3,084 

8 

40 

3,366 

Present value of minimum lease payments

2,015 

3,236 

3,414 

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. The Directors consider that the carrying amount of these finance lease obligations approximate their fair value.

13. Derivative Financial Instruments 

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

It is the Group's policy that no 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 rate 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 a result of the use of interest rate swaps the fixed rate profile of the Group was:

Effective date

Maturity date

Swap rate

31 March 2008

£'000

31 March 2007

£'000

30 September 2007

£'000

29/06/2007

15/01/2010

3.17%

56,206

-

49,594

29/06/2007

15/04/2011

3.93%

44,579

-

39,206

27/09/2007

15/04/2014

4.20%

29,361

-

22,195

30/09/2005

20/10/2012

4.57%

70,606

70,606

70,606

20/01/2006

20/10/2012

4.66%

40,000

40,000

40,000

15/07/2004

21/10/2008

4.70%

30,000

30,000

30,000

11/11/2005

20/102012

4.79%

40,000

40,000

40,000

15/07/2005

01/11/2011

4.90%

11,113

9,334

10,221

19/03/2004

20/01/2009

4.93%

5,211

5,271

5,241

30/01/2004

20/01/2009

4.97%

7,918

8,010

7,964

15/07/2005

01/11/2011

5.07%

29,550

29,840

29,700

21/01/2007

15/10/2012

5.14%

15,000

15,000

15,000

21/01/2007

15/10/2012

5.19%

35,000

35,000

35,000

28/04/2004

20/01/2009

5.21%

3,623

3,723

3,673

01/12/2003

20/01/2009

5.22%

7,178

7,971

7,572

01/07/2004

20/01/2009

5.43%

3,400

3,601

3,500

24/06/2004

20/01/2009

5.49%

9,021

9,043

9,032

29/07/2004

20/01/2009

5.57%

6,666

6,887

6,777

TOTAL

444,432

314,286

425,281

The Group also has entered into the following additional interest rate swap contract that commences after the period end as follows:

31 March 2008

31 March 2007

30 September 2007

Effective date

Maturity date

Swap rate

£'000

£'000

£'000

01/11/2011

15/10/2012

4.90%

113,680

113,680

113,680

During the period being reported the Group has renegotiated the interest rate swap on the loan inherited on the acquisition of the Justizzentrum in HalleGermany, in line with the negotiated increase in the borrowing facility secured on this property. The new interest rate swap has a nominal value of €37.1 million (£29.4 million) and a swap rate of 4.195% effective from 15 October 2007.

The overall effect of the derivatives in the above tables is to maintain a constant total nominal value of the amount hedged against the non-amortising facilities. This is achieved by the notional value of a number of the above derivatives reducing over time, offset by the nominal value of another increasing over the total period of the borrowings.

31 March 2008

£'000

31 March 2007

£'000

30 September 2007

£'000

Fair value of the Group's 

derivative arrangements

3,013

8,454

15,117

(a) Hedge accounting

The mark to market adjustment of £12,104,000 in the period ended 31 March 2008 is reported in the cash flow hedges reserve as the Group has applied hedge accounting to their swap agreements since 1 October 2006. The cash flow hedges have been assessed as highly effective. The swap agreements are designated a cash flow hedge against interest rate fluctuations.

(b) Forward Exchange Agreements

The Group has 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 equity investment in foreign property acquisitions. The Group chooses not to designate these contracts as hedging instruments.

Due to the short term nature of these contracts their fair value approximates to their book value.

14. Share capital 

Company

31 March 2008

31 March 2007

30 September 2007

AUTHORISED

Ordinary Shares of 10p each - number

180,000,000

180,000,000

180,000,000

Ordinary Shares of 10p each - £

18,000,000

18,000,000

18,000,000

ISSUED, CALLED UP AND FULLY PAID

Ordinary Shares of 10p each - number

132,761,948

132,703,055

132,703,055

Ordinary Shares of 10p each - £

13,276,195

13,270,305

13,270,305

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

The parent company issued 58,893 Ordinary shares on 30 January 2008 as payment of Performance Fees to the Property Adviser for the period to 30 September 2005.

15. Retained earnings

31 March 2008

£'000

31 March 2007

£'000

30 September 2007

£'000

As at 1 October

81,219 

52,783 

52,783 

Transfer to distributable 

reserves

- 

- 

50,000 

Total recognized income 

for the period

(74,831)

10,087 

(9,822)

Credit relating to performance 

fee of Property Adviser

- 

817 

(1,523)

Shares issued relating to 

performance fee of Property 

Adviser

(92)

- 

- 

Foreign exchange and other 

adjustments on consolidation

915 

- 

- 

Dividends paid

(8,231)

(6,326)

(10,219)

As at 31 March/30 September

(1,020)

57,361 

81,219 

16. Dividends

Six months ended 

31 March 2008

£'000

Six months ended

31 March 2007

£'000

Year ended

30 September 2007

£'000

Ordinary dividends paid

Final dividend for 2006 - 6.5 pence 

per share

-

6,236

6,326

Interim dividend for 2007 - 4 pence per share

-

-

3,893

Final dividend for 2007 - 6.2 pence per share

8,231

-

-

8,231

6,326

10,219

The final dividend for 2007, which was paid in the period, was approved by the Shareholders at the Annual General Meeting and was paid on 18 February 2008 to all those Shareholders on the register at the close of business on 8 February 2008.

The Directors have decided to pay an interim dividend for the period being reported of 4.1 pence per share (amounting to £5,443,000).This interim dividend will be paid on 23 June 2008 to all those Shareholders on the register at the close of business on 13 June 2008.

17. Capital commitments 

As at 31 March 2008 the Group had a commitment to complete on the purchase of one property in The Hague, The Netherlands, on which contracts had been exchanged but the purchase had not been completed. It is expected that this acquisition will be completed around July 2008.This commitment is for approximately £24 million.

18. Events after the balance sheet date

Following the financial period being reported, the Group has entered into a new borrowing facility of £58.5 million secured on properties that were not pledged to any borrowing facility at 31 March 2008. The Group has drawn down £17.0 million on this new borrowing facility.

As announced today, the Group has acquired St Anne House, Croydon for a cost of £15.25 million.

19. Half-Yearly Financial Report

This Half-Yearly Financial Report is not the Company's statutory accounts. The statutory accounts for the year ended 30 September 2007 have been audited, approved and received an audit report which was unqualified.

Copies of the Half-Yearly Financial Report will be available shortly from the Registered Office at Top Floor, 14 Athol Street, Douglas, Isle of Man IM1 1JA.

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