Invesco Property Income Trust
limited
Annual Financial Report
announcement
for the year ended 31 March 2015
CHAIRMAN’S STATEMENT
At the time of publication of the last annual report, we were
hopeful of achieving a sale of the whole portfolio. With a certain
inevitability, this exercise took longer than expected but
contracts were exchanged on 19 June
2015 for the sale of all the property assets to a single
purchaser. The disposal is now complete. As previously indicated
the Directors are now taking steps towards the winding-up of the
Company and its subsidiaries. There will be no return to
shareholders.
Portfolio sale
The disposal process began in the summer of 2014 and was
conducted through an agent with the full support and involvement of
the lending bank. Seven offers were received, which the Directors
viewed positively as it provided comfort that the market had been
properly tested and that the terms offered represented the true
value of the portfolio. Sadly all the offers were below the level
of the most recent independent valuation.
On two successive occasions we pursued negotiations with a
preferred party only for the offeror to pull out, which caused some
delay to the process. Fortunately we were able to move forward
quickly with a third bidder to exchange and completion.
The aggregate consideration was less than the amount outstanding
to the lending banks and consequently all the consideration has
been paid to the lending banks, less an amount retained to meet the
expected winding up costs, and there will be no return to
shareholders.
Annual accounts – going concern
For the greater part of the year ended 31
March 2015 the Board and investment manager have been
involved in discussions and negotiations to sell all of the group’s
remaining property assets with the intention, if the disposal
proved successful, of winding up the group companies. As noted
above the sales process has now completed.
In the circumstances the Directors have concluded that the group
should not be treated as a going concern and the financial
statements have not been prepared on that basis.
Future of the Company
Following completion of the portfolio disposal, which included
the sale of some group companies in France and Luxembourg, the focus of activity has been on
settling inter-company balances within the group and simplifying
the corporate structure in preparation for a formal, solvent
winding up. A circular containing a notice convening a General
Meeting to receive this Annual Financial Report and to appoint
liquidators is enclosed with this document.
Richard
Barnes
Chairman
17 November 2015
BUSINESS REVIEW
Invesco Property Income Trust Limited is a Jersey domiciled
property investment company and the investment objective and policy
followed during the year are set out below.
Since the year end the Company has succeeded in disposing of all
its property assets and net proceeds have been paid to its lending
bank.
Investment Objective and Policy
The Company’s Investment Objective and Policy, set out below,
were designed to set out clearly the investment objective of the
Company and provide shareholders with information on the policies
that the Company followed in order to try to achieve its objective.
The net proceeds of the portfolio sale completed after the year end
were not sufficient to meet all the bank borrowings and there is
therefore no surplus attributable to shareholders.
Investment Objective Followed During
the Year
The Company held a diversified portfolio of European commercial
properties. The investment objective of the Company was to repay
its bank borrowings and other liabilities and, if it is able to
meet these obligations, to provide a return for shareholders. The
Directors no longer expect to be able to meet the Group’s
liabilities in full and so do not expect there to be any surplus
for shareholders.
Investment Policy Followed During the
Year
The Company pursued its investment objective by seeking to
optimise value from the Group’s current portfolio, comprising a
diversified portfolio of investment properties located in the UK
and continental Europe. It was
expected that the principal source of funds from which to repay
borrowings and meet other liabilities would be the net proceeds
from disposals of assets in the Group’s property portfolio. It was
expected that all of the property investments would need to be sold
to meet the Company’s obligations to its lenders and other
creditors and that such obligations would not be met in full.
The Directors did not expect that:
•
any new investments would be made (other than cash or near cash
equivalent securities);
•
any net new borrowings would be drawn down; or
•
any dividends would be paid.
Performance
Key Performance Indicators
The key concern for the Directors during the year has been to
maintain solvency. Therefore, income and the group’s cash position
were carefully monitored as well as seeking appropriate assurances
from creditors.
Financial Position
Assets and Liabilities
At the year end, the Group had a total net liabilities position
of £55.0million (2014: total net liabilities of £37.7 million)
equal to –35.9p per share (2014: –24.6p). The assets comprised a
portfolio of European property in the office and industrial sectors
and the liabilities included bank borrowings totalling £122.2
million (2014: £150.8 million).
Share Valuations and Net Asset Value
(‘NAV’)
The listing of the Company’s shares was suspended on
28 July 2014 and there is no longer
any market price. On 31 March 2015,
the NAV and the adjusted NAV per ordinary share were, –35.9p and
–35.6p (2014: –24.6p and –19.5p) respectively. The NAVs per
ordinary share are calculated on 153 million shares in issue at the
year end and net liabilities attributable to ordinary shareholders
of £54,960,000 (2014: £37,674,000).
Revenue and Dividends
The financial results for the year are shown in the Consolidated
Statement of Comprehensive Income on page 23. No dividends have
been paid during the year under review (2014: £nil), and no further
dividends will be paid.
Borrowing
The Group’s borrowing facility in place at the beginning of the
year fell due for repayment on 28 September
2014. The Directors did not expect to be able to meet the
repayment obligation and, with their advisers, had been engaged in
discussions with the lending banks for some time over how to
address the position. The conclusion to these discussions,
announced in July 2014 and with the
support and consent of the lending bank, was for the Company’s
remaining properties to be marketed in a structured sales process.
To facilitate this, the repayment date of the facility was
extended. As expected, the net sales proceeds were not sufficient
to meet all amounts due to lenders and the lending banks have
agreed that amounts still outstanding following the disposal will
be treated as no longer owing, allowing the group companies to be
wound up solvently.
The Group also has borrowings due to Invesco Limited
(‘Invesco’), the parent company of the Investment Manager. The
Invesco facility is subordinated to the bank facility and no
amounts are permitted to be paid to Invesco until the lending bank
has been paid in full. Invesco consented to the sales process and
also agreed to waive the amounts due to it following completion of
the sales process.
Hedging
Hedging policy has been under the control of the Board. Cashflow
hedging was used to limit the extent of earnings exposure to
fluctuations in interest rates. The terms of the Group’s borrowing
facility required the Group generally to hedge its interest rate
exposure but during the year the Lender consented to waivers of
this requirement in view of the disposal and debt repayment
programme under way.
The Group’s interest rate exposure was partially hedged in the
year through the use of a basket of interest rate swaps. All such
swaps expired on 28 September 2014
and were not replaced.
The Group hedged against fluctuations in the euro for the net
investment in European assets made in 2006 and 2007. These hedges
were ineffective at 31 March 2014 and
they were cancelled at a cost of £7.8 million at their maturity
date in April 2014. The currency
exposure was unhedged thereafter.
Current and Future Developments
As described in the Chairman’s statement the Board and the
Investment Manager have completed the disposal of all the remaining
property assets. The Directors are now engaged in the process of
winding up the group companies.
Principal Risks and Uncertainties
The Directors and Investment Manager have been seeking to
dispose of assets and repay borrowings since 2011. During the year
under review the timescale, focus and approach to asset disposals
changed from a progressive, but selective, asset-by-asset process
to one of seeking purchasers for the entire portfolio in a single
transaction, or multiple but simultaneous deals. This has now been
completed since the year end.
The principal risks and uncertainties relating to the Company
can be summarised under two different categories: those faced prior
to completion of the asset disposal; and those applying
thereafter.
Risks and uncertainties applicable
prior to asset disposal
While the group retained ownership of assets being marketed or
prepared for marketing, the Company and shareholders were exposed
to a number of risks and uncertainties, including:
• Insolvency
risk: at no time during the period was the Company in compliance
with covenants in the loan agreement. Accordingly the lending bank
could at any time have exercised its right to demand repayment of
loans outstanding, which the Company could not have met and it
would have been immediately insolvent;
• Borrowing
risk: the value of borrowings exceeded the value of the Company’s
assets throughout the period, meaning the Company could not have
met any repayment demand. The Company was also dependent on its
rental income to meet the interest payments due on borrowings. A
fall in rental income due to tenant default, failure to retain
tenants or renegotiated leases could have left the Company unable
to meet the cost of servicing borrowings;
• Risk of
unsuccessful marketing of the property assets and therefore failure
to meet the investment objective;
• Market
movement in asset valuations: valuations from independent valuers
could be subject to changes in asset-specific factors such as lease
terms and tenant default as well as to broader market and economic
fluctuations affecting property prices. Valuations ascribed by
potential purchasers were also subject to the same variable
influences and may well differ, perhaps materially, from
professional valuations; and
• Interest
rate and currency risks: with substantial borrowings in both Euro
and sterling, much of which subject to floating interest rates, and
assets also denominated in both currencies, the group was exposed
to variations in interest rates and to foreign exchange rate
risks.
Risks and uncertainties applicable
following completion of the portfolio sale
Following the sale of the properties and a number of
subsidiaries, the group’s structure and business is considerably
simplified and the balance sheet much smaller. Accordingly the
number of risks and uncertainties faced by the group is
significantly reduced. Furthermore, it is now confirmed that there
is no prospect of any return to shareholders and therefore the
remaining risks can have no detrimental financial effect on
shareholders.
The remaining risks can be summarised briefly as follows:
• Insolvency
risk: the actual costs of winding up the Company and its
subsidiaries may exceed the amount retained for this purpose and
the company runs the risk of insolvency as it no longer has any
source of revenue;
• Regulatory
risk: the Company remains subject to various laws and regulations
as it is regulated by the Jersey Financial Services Commission and
remains listed on the UKLA’s Official List, albeit that that
listing is suspended. Serious breaches of regulations may impede or
delay the orderly winding up of the Company; and
• Reliance
on third parties: the Company has no employees and the directors
are appointed on a non-executive basis. The Company is therefore
reliant on third party service providers for executive functions.
Failure of such providers to perform their obligations may impede
or delay the orderly winding up of the Company.
Board Diversity
The Company’s policy on diversity is set out on page 9 of the
Annual Financial Report. The Board comprises five non-executive
directors all of whom are male. Summary biographical details of the
Directors are set out on page 6 of the Annual Financial Report. The
Company has no employees.
This Strategic Report was approved by the Board on 17 November 2015
R&H Fund Services (Jersey)
Limited
Company Secretary
DIRECTORS’ RESPONSIBILITIES STATEMENT
in respect of the preparation of the annual financial report
The Directors are responsible for preparing the financial
statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
have elected to prepare group financial statements in accordance
with International Financial Reporting Standards (‘IFRS’) as
adopted by the European Union. The financial statements are
required by law to give a true and fair view of the state of
affairs of the Group and of the profit or loss of the Group for
that period.
International Accounting Standard 1 requires that financial
statements present fairly for each financial period the Group’s
financial position, financial performance and cash flows. This
requires the faithful representation of the effects of
transactions, other events and conditions in accordance with the
definitions and recognition criteria for assets, liabilities,
income and expenses set out in the International Accounting
Standards Board’s ‘Framework for the preparation and presentation
of financial statements’. In virtually all circumstances, a fair
presentation will be achieved by compliance with all applicable
IFRS. However, directors are also required to:
• properly
select and apply accounting policies;
• present
information, including accounting policies, in a manner that
provides relevant, reliable, comparable information;
• provide
additional disclosures when compliance with the specific
requirements in IFRS are insufficient to enable users to understand
the impact of particular transactions, other events and conditions
on the entity’s financial position and financial performance;
and
• make an
assessment of the Company’s ability to continue as a going
concern.
The Directors, to the best of their knowledge, state that:
• the
financial statements, prepared in accordance with IFRS as adopted
by the European Union, give a true and fair view of the assets,
liabilities, financial position and results of the Group;
• this
annual report includes a fair review of the development and
performance of the business and the position of the Group together
with a description of the principal risks and uncertainties that it
faces; and
• they
consider that this annual financial report, taken as a whole, is
fair, balanced and understandable and provides the information
necessary for shareholders to assess the Group’s performance,
business model and strategy.
The Directors are responsible for keeping proper accounting
records that disclose with reasonable accuracy at any time the
financial position of the Group and enable them to ensure that the
financial statements comply with the Companies (Jersey) Law 1991.
They are also responsible for safeguarding the assets of the Group,
and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
Signed on behalf of the Board of Directors
Richard
Barnes
Chairman
17 November 2015
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 March
2015
|
2015 |
2014 |
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
|
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
|
| Income |
|
|
|
|
|
|
|
|
| Rental income |
|
9,183 |
– |
9,183 |
14,934 |
– |
14,934 |
|
| Service charge income |
|
2,345 |
– |
2,345 |
3,779 |
– |
3,779 |
|
| Interest receivable and |
|
|
|
|
|
|
|
|
| other income |
|
102 |
– |
102 |
16 |
– |
16 |
|
| Realised gains on swaps |
|
– |
9,452 |
9,452 |
– |
– |
– |
|
| Unrealised gain on swaps |
|
– |
– |
– |
– |
333 |
333 |
|
| Losses on investment |
|
|
|
|
|
|
|
|
| properties |
|
|
|
|
|
|
|
|
| Unrealised loss on |
|
|
|
|
|
|
|
|
| revaluation of
properties |
|
– |
(24,590) |
(24,590) |
– |
(9,914) |
(9,914) |
|
| Lease incentive |
|
– |
(37) |
(37) |
– |
(187) |
(187) |
|
| Realised loss on |
|
|
|
|
|
|
|
|
| disposal of
properties |
|
– |
(1,147) |
(1,147) |
– |
(280) |
(280) |
|
| Total income |
|
11,630 |
(16,322) |
(4,692) |
18,729 |
(10,048) |
8,681 |
|
| Expenses |
|
|
|
|
|
|
|
|
| Management fees |
|
(891) |
(121) |
(1,012) |
(903) |
(124) |
(1,027) |
|
| Property expenses |
|
(4,743) |
– |
(4,743) |
(7,381) |
– |
(7,381) |
|
| Professional fees |
|
(1,676) |
– |
(1,676) |
(1,719) |
– |
(1,719) |
|
| Total expenses |
|
(7,310) |
(121) |
(7,431) |
(10,003) |
(124) |
(10,127) |
|
| Profit/(loss) before finance |
|
|
|
|
|
|
|
|
| costs and tax |
|
4,320 |
(16,443) |
(12,123) |
8,726 |
(10,172) |
(1,446) |
|
| Finance costs |
|
(3,829) |
(522) |
(4,351) |
(7,653) |
(1,044) |
(8,697) |
|
| Profit/(loss) before tax |
|
491 |
(16,965) |
(16,474) |
1,073 |
(11,216) |
(10,143) |
|
| Tax (charge)/credit |
|
(1,821) |
5,493 |
3,672 |
(602) |
2,889 |
2,287 |
|
| Profit/(loss) for the year |
|
|
|
|
|
|
|
|
| attributable to
equity |
|
|
|
|
|
|
|
|
| shareholders |
|
(1,330) |
(11,472) |
(12,802) |
471 |
(8,327) |
(7,856) |
|
| Other comprehensive |
|
|
|
|
|
|
|
|
|
income/(expenses) |
|
|
|
|
|
|
|
|
| Items that will not be
reclassified |
|
|
|
|
|
|
|
|
| subsequently to profit
or loss |
|
|
|
|
|
|
|
|
| Exchange differences on |
|
|
|
|
|
|
|
|
| translating foreign
operations |
|
|
|
(4,483) |
|
|
(1,306) |
|
| Items that may be reclassified |
|
|
|
|
|
|
|
|
| subsequently to profit
or loss |
|
|
|
|
|
|
|
|
| Unrealised gain on |
|
|
|
|
|
|
|
|
| revaluation of
cross |
|
|
|
|
|
|
|
|
| currency swaps |
|
|
|
– |
|
|
1,807 |
|
| Unrealised gain on |
|
|
|
|
|
|
|
|
| revaluation of
interest |
|
|
|
|
|
|
|
|
| rate swaps |
|
|
|
– |
|
|
4,670 |
|
|
|
|
|
– |
|
|
6,477 |
|
| Total comprehensive expenses |
|
|
|
(17,285) |
|
|
(2,685) |
|
| Loss per ordinary share |
|
|
|
|
|
|
|
|
| – basic and
diluted |
|
|
|
(8.4)p |
|
|
(5.1)p |
|
The total column of this statement represents the Group’s
consolidated statement of comprehensive income. The supplementary
revenue and capital columns are presented for information in
accordance with the Statement of Recommended Practice issued by the
Association of Investment Companies. All items in the above
statement derive from continuing operations. No operations were
acquired or discontinued in the year.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 march
2015
|
STATED |
|
|
|
|
|
|
CAPITAL |
OTHER |
TRANSLATION |
CAPITAL |
REVENUE |
|
|
RESERVE |
RESERVE |
RESERVE |
RESERVE |
RESERVE |
TOTAL |
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
| Balance at 31 March 2013 |
101,368 |
(4,670) |
1,766 |
(199,874) |
66,422 |
(34,988) |
| (Loss)/profit for the year |
– |
– |
– |
(8,327) |
471 |
(7,856) |
| Other comprehensive income: |
|
|
|
|
|
|
| Exchange differences
on |
|
|
|
|
|
|
| translating
foreign operations |
– |
– |
(1,306) |
– |
– |
(1,306) |
| Unrealised gain on
revaluation |
|
|
|
|
|
|
| of cross
currency swaps |
– |
– |
1,807 |
– |
– |
1,807 |
| Unrealised gain on
revaluation |
|
|
|
|
|
|
| of interest
rate swaps |
– |
4,670 |
– |
– |
– |
4,670 |
|
|
|
|
|
|
|
| Balance at 31 March 2014 |
101,368 |
– |
2,267 |
(208,202) |
66,893 |
(37,674) |
| Loss for the year |
– |
– |
– |
(11,472) |
(1,330) |
(12,802) |
| Other comprehensive income: |
|
|
|
|
|
|
| Exchange differences
on |
|
|
|
|
|
|
| translating
foreign operations |
– |
– |
(4,484) |
– |
– |
(4,484) |
| Balance at 31 March 2015 |
101,368 |
– |
(2,217) |
(219,674) |
65,563 |
(54,960) |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
at 31 March 2015
|
|
2015 |
2014 |
|
|
£’000 |
£’000 |
| Non-current assets |
|
|
|
| Investment properties |
|
– |
108,221 |
|
|
– |
108,221 |
| Current assets |
|
|
|
| Trade and other receivables |
|
2,103 |
3,187 |
| Cash and cash equivalents |
|
7,453 |
24,190 |
|
|
9,556 |
27,377 |
| Assets classified as held for
sale |
|
81,222 |
19,156 |
| Total assets |
|
90,778 |
154,754 |
| Current liabilities |
|
|
|
| Trade and other payables |
|
(9,476) |
(13,001) |
| Taxation |
|
(196) |
(3,753) |
| Interest rate swap liabilities |
|
– |
(1,474) |
| Currency rate swap liabilities |
|
– |
(7,979) |
| Obligations under finance lease |
|
(472) |
(461) |
| Bank loan |
|
(122,222) |
(150,777) |
|
|
(132,366) |
(177,445) |
| Total assets less current
liabilities |
|
(41,588) |
(22,691) |
| Non-current liabilities |
|
|
|
| Other payables |
|
(1,141) |
(1,420) |
| Obligations under finance
leases |
|
(11,961) |
(7,154) |
| Deferred taxation |
|
(270) |
(6,409) |
|
|
(13,372) |
(14,983) |
| Net liabilities |
|
(54,960) |
(37,674) |
| Capital and reserves |
|
|
|
| Stated capital |
|
101,368 |
101,368 |
| Translation reserve |
|
(2,217) |
2,267 |
| Capital reserves |
|
(219,674) |
(208,202) |
| Revenue reserves |
|
65,563 |
66,893 |
| Issued capital and
reserves |
|
(54,960) |
(37,674) |
| Net asset value per ordinary
share |
|
(35.9)p |
(24.6)p |
Approved by the Board of Directors on 17
November 2015.
Richard
Barnes
Chairman
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 March
2015
|
|
2015 |
2014 |
|
|
£’000 |
£’000 |
| Operating activities |
|
|
|
| Rent and service charges
received |
|
11,807 |
19,790 |
| Bank interest received |
|
2 |
3 |
| Proceeds on swap disposal |
|
(7,978) |
– |
| Bank loan interest paid |
|
(5,449) |
(8,357) |
| Operating expense payments |
|
(10,262) |
(10,921) |
| Tax paid |
|
(6,022) |
(134) |
| Net cash from operating
activities |
|
(17,902) |
381 |
| Investing activities |
|
|
|
| Capital expenditures and
incentives |
|
(257) |
(1,080) |
| Sale of investment properties |
|
18,755 |
53,164 |
| Net cash from investing
activities |
|
18,498 |
52,084 |
| Financing activities |
|
|
|
| Loan facility fee |
|
(120) |
(324) |
| Repayment of loan |
|
(17,183) |
(39,172) |
| Net cash used in financing
activities |
|
(17,303) |
(39,496) |
| (Decrease)/increase in cash and
cash equivalents |
|
(16,707) |
12,969 |
| Cash and cash equivalents at
beginning of year |
|
24,190 |
11,198 |
| Effect of foreign exchange
changes |
|
(30) |
23 |
| Cash and cash equivalents at end
of year |
|
7,453 |
24,190 |
NOTES TO THE FINANCIAL STATEMENTS
1. Accounting policies
A summary of the principal accounting policies, all of which
have been applied consistently throughout this and the previous
year, is set out below.
(a) Going Concern
It was announced on 28 July 2014
that the Company would seek purchasers for all the Group’s
remaining property assets and contracts were exchanged on
19 June 2015 for the sale of those
assets. The Directors are implementing plans for the orderly and
solvent winding up of the Company and its subsidiaries. Given the
effective termination of the Company’s business, the Directors do
not consider it appropriate to treat the Company as a going concern
and the accounts have been prepared on a basis other than that of a
going concern. The financial statements do not include any
provision for the future costs of winding up the group companies
except to the extent that they were committed at the end of the
reporting period.
(b) Basis of Accounting
The financial statements of the Group have been prepared in
accordance with International Financial Reporting Standards
(‘IFRS’) as adopted for use in the European Union, which comprise
standards and interpretations approved by the International
Accounting Standards Board (‘IASB’), and International Accounting
Standards and Standing Interpretations Committee interpretations
approved by the International Accounting Standards Committee
(‘IASC’) that remain in effect, and were subsequently endorsed by
the European Union.
The financial statements have been prepared on a basis other
than that of a going concern. Where presentational guidance set out
in the Statement of Recommended Practice (‘SORP’) for investment
trusts issued by the Association of Investment Companies (‘AIC’) in
January 2009 is consistent with the
requirements of IFRS, the Directors have sought to prepare the
financial statements on a basis compliant with the recommendations
of the SORP.
2.
Interest receivable and other income
|
YEAR |
YEAR |
|
ENDED |
ENDED |
|
31 MARCH |
31 MARCH |
|
2015 |
2014 |
|
£’000 |
£’000 |
| Interest receivable |
2 |
3 |
| Other income |
100 |
13 |
|
102 |
16 |
3.
Profit/(loss) before finance costs and tax
Profit/(loss) before finance costs and tax is stated after
charging:
|
YEAR
ENDED |
YEAR
ENDED |
|
|
31
MARCH 2015 |
31
MARCH 2014 |
|
|
REVENUE |
CAPITAL |
TOTAL |
REVENUE |
CAPITAL |
TOTAL |
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
| Directors’ fees |
134 |
– |
134 |
123 |
– |
123 |
| Fees payable to the Company’s |
|
|
|
|
|
|
| Auditor for the audit
of |
|
|
|
|
|
|
| the financial
statements |
|
|
|
|
|
|
| – Current
period |
127 |
– |
127 |
92 |
– |
92 |
| Fees payable to the Company’s |
|
|
|
|
|
|
| Auditor for the audit of
the |
|
|
|
|
|
|
| Company’s
subsidiaries |
|
|
|
|
|
|
| pursuant to
legislation |
|
|
|
|
|
|
| – Current
period |
31 |
– |
31 |
116 |
– |
116 |
| Total audit fees |
|
|
|
|
|
|
| – Current period |
157 |
– |
157 |
208 |
– |
208 |
| Other fees payable to the |
|
|
|
|
|
|
| Company’s Auditor: |
|
|
|
|
|
|
| Tax services |
74 |
– |
74 |
80 |
– |
80 |
| Total non-audit fees |
74 |
– |
74 |
80 |
– |
80 |
|
|
|
|
|
|
|
|
4.
Stated capital
|
2015 |
2014 |
|
£’000 |
£’000 |
| Authorised: |
|
|
| 153,000,000 ordinary shares of no
par value |
– |
– |
| Allotted, called-up and fully
paid: |
|
|
| 153,000,000 ordinary shares of no
par value |
101,368 |
101,368 |
5.
Net asset value per ordinary share
(a) The net asset value per
ordinary share and the net asset values attributable at the year
end calculated in accordance with the Articles of Association were
as follows:
|
2015 |
2014 |
|
|
|
NET ASSETS |
|
NET
ASSETS |
|
NET ASSET |
ATTRIBUTABLE |
NET ASSET |
ATTRIBUTABLE |
|
VALUE |
£’000 |
VALUE |
£’000 |
| Ordinary shares |
(35.9)p |
(54,960) |
(24.6)p |
(37,674) |
|
|
|
|
|
|
Net asset value per ordinary share
is based on net assets at the year end and 153,000,000 ordinary
shares, being the number of ordinary shares in issue at the year
end.
(b)
Reconciliation of consolidated NAV per share to adjusted NAV:
|
2015 |
2014 |
|
|
PENCE |
|
PENCE |
|
|
PER SHARE |
£’000 |
PER SHARE |
£’000 |
| Consolidated NAV per |
|
|
|
|
| accounts |
(35.9) |
(54,960) |
(24.6) |
(37,674) |
| Adjustments: |
|
|
|
|
| Deferred tax
liability |
0.2 |
270 |
4.2 |
6,409 |
| Interest Rate Swaps |
– |
– |
0.9 |
1,474 |
| Adjusted NAV |
(35.6) |
(54,690) |
(19.5)p |
(29,791) |
|
|
|
|
|
|
The adjusted NAV is per the European
Public Real Estate Association (‘EPRA’) measure, published in
August 2011. The EPRA NAV per share
excludes the fair value adjustments for debt and interest rate
derivatives, deferred taxation on revaluations, capital allowances
and goodwill.
6.
Related party transactions
No director has an interest in any transactions which are or
were unusual in their nature or significant to the nature of the
Group. The Directors of the Group received fees for their services.
Further details are provided in the Report of the Directors and
note 4 to the Financial statements.
On 31 March 2008, the Company
entered into an agreement with Invesco Limited (‘Invesco’), the
parent company of the Investment Manager, under which Invesco
agreed to provide a credit facility of up to £10 million at 8% per
annum. The facility agreement was amended on 31 March 2011, extending the termination date to
28 September 2014. No further
interest will accrue on amounts outstanding and no further draw
downs are available. At the year end £2 million had been drawn down
and £0.3 million of interest was accrued (2014: £2 million drawn
down and £0.3 million accrued).
On 17 June 2013 the Company’s
Luxembourg subsidiaries entered
into agreements with IREM, an Invesco group company, for the
provision of administration and company secretarial services. Fees
payable to IREM amounted in aggregate to up to £165,326 (plus VAT
if applicable) to be adjusted annually by reference to
inflation.
As disclosed in the Report of the Directors, Mr. Angus Spencer-Nairn retired on 31 December 2009 as the Senior Partner of
Rawlinson & Hunter Jersey, which
owns R&H Fund Services (Jersey) Limited (‘R&H’), the
Company Secretary and Administrator appointed on 30 March 2007. Mr. Spencer-Nairn retired as a
director of R&H on 1 January
2010. R&H were paid fees of £63,000 (2014: £65,000) and
out of pocket expenses.
7.
Subsequent Events
The Group has, since the financial year end, completed the sale
of all its remaining property assets. The net proceeds of sale have
been paid to the lending bank amounting to £33.5 million and €47.6
million, less than the amount outstanding under the loan. The
Directors are making arrangements for the solvent winding up of the
Company and its subsidiaries.