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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Alpha Group International Plc | LSE:ALPH | London | Ordinary Share | GB00BF1TM596 | ORD 0.2P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 10.00 | 0.49% | 2,060.00 | 2,040.00 | 2,080.00 | 2,085.00 | 2,045.00 | 2,045.00 | 42,497 | 15:43:28 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Finance Services | 185.96M | 88.83M | 2.0504 | 10.05 | 892.43M |
From Apr 2019 to Apr 2024
TIDMALPH
RNS Number : 2014P
Alpha Pyrenees Trust Limited
15 August 2014
15 August 2014
ALPHA PYRENEES TRUST LIMITED
("ALPHA PYRENEES TRUST" OR THE "TRUST" OR THE "COMPANY")
ALPHA PYRENEES TRUST POSTS RESULTS FOR THE HALF YEAR ENDED 30 JUNE 2014:
STRATEGIC DISPOSAL OF TWO PROPERTIES AT OR ABOVE BOOK VALUE
15,920 SQUARE METRES OF NEW LEASES AND LEASE EXTENSIONS
NET ASSET VALUE 12.0p PER SHARE (ADJUSTED)
Alpha Pyrenees Trust Limited, the property company investing primarily in commercial real estate in France, today posts its results for the half year from 1 January to 30 June 2014.
The Trust announced an adjusted loss of GBP1.6 million for the half year, representing an adjusted loss per share of 1.3p. The Trust does not currently propose to pay dividends.
Key points for the half year to 30 June 2014 include:
-- Strategic disposal of two properties sold at or above book value for total proceeds of EUR7 million
-- New leases and lease extensions covering 15,920 square metres (6% of the Trust's portfolio by area) achieved since 1 January 2014
-- Weighted average lease length of 7.8 years to expiry and 4.0 years to next break following lease extensions
-- 84% of rental income derives from Grade A tenants -- 92% of the Trust's portfolio by value is in France; 83% is in the Paris region -- NAV (adjusted) of 12.0p per share as at 30 June 2014 (31 December 2013: 22.8p)
-- Adjusted loss of GBP1.6 million for the six months to 30 June 2014 (adjusted loss per share of 1.3p)
Dick Kingston, Chairman of Alpha Pyrenees Trust, commented:
"The Trust's existing borrowing facilities terminate on 10 February 2015 and the Board continues to pursue alternative financing options in the run up to the maturing of the bank borrowings. During the half year, the Investment Manager has continued to focus on active asset management within the portfolio with particular emphasis on the extension of lease terms and the letting of vacant units to secure the Trust's income. The Board is pleased to note the important progress achieved on this front in the face of a challenging business climate and the achievement of the strategic disposal of two of the Trust's properties at or above book value. The Trust's earnings are impacted by the interest payable on the loan facility agreed in November 2013 to finance the settlement of the net currency hedge"
Paul Cable, Fund Manager, Alpha Real Capital LLP, commented:
"The Trust owns a diversified portfolio of properties focused primarily on the French property market which represents 92% of the total portfolio by value with 83% by value located in the Ile-de-France region which remains one of Europe's most economically important and stable markets. Despite the challenging business environment, since 1 January 2014 new leases or lease extensions were achieved on 15,920 square metres representing around 6% of the portfolio by area. Of the Trust's current rent roll, 84%is secured by leases to Grade A tenants. The Investment Manager will continue to concentrate on active asset management and property management initiatives to secure the Trust's income and to investigate selective opportunities to add value within the Trust's portfolio."
Contact:
Dick Kingston
Chairman, Alpha Pyrenees Trust Limited
01481 231100
Paul Cable
Fund Manager, Alpha Real Capital LLP
020 7391 4700
For more information on the Trust please visit www.alphapyreneestrust.com.
For more information on the Trust's Investment Manager please visit www.alpharealcapital.com.
FORWARD-LOOKING STATEMENTS
These results contain forward-looking statements which are inherently subject to risks and uncertainties because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements are based on the Board's current view and information known to them at the date of this statement. The Board does not make any undertaking to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Nothing in these results should be construed as a profit forecast.
About the Trust
Alpha Pyrenees Trust Limited ("the Trust" or "the Company") primarily invests in higher-yielding properties in France, particularly in the Ile-de-France region around Paris, focusing on commercial property in the office, industrial, logistics and retail sectors let to tenants with strong covenants.
The Trust seeks to diversify risk by investing in a portfolio of properties spread across different property sectors with a variety of tenants.
Dividends
The Trust does not currently propose to pay dividends.
Listing
The Trust is a closed-ended Guernsey registered investment company which has been declared under the relevant legislation to be an Authorised Closed-Ended Collective Investment Scheme. Its shares are listed on the Official List of the UK Listing Authority and traded on the London Stock Exchange.
Management
The Trust's Investment Manager is Alpha Real Capital LLP ("the Investment Manager"). Control of the Trust rests with the non-executive Guernsey-based Board of Directors.
ISA/SIPP status
The Trust's shares are eligible for Individual Savings Accounts (ISAs) and Self Invested Personal Pensions (SIPPs).
Website
www.alphapyreneestrust.com
Financial highlights
Hot Features
Premium
Half year ending Year ending Half year ending
30 June 2014 31 December 2013 30 June 2013
--------------------------------------------------- ----------------- ------------------ -----------------
Net asset value (adjusted) (GBP'000)* 14,089 26,834 33,509
--------------------------------------------------- ----------------- ------------------ -----------------
Net asset value per ordinary share (adjusted)* 12.0p 22.8p 28.5p
--------------------------------------------------- ----------------- ------------------ -----------------
Net asset value per ordinary share 5.3p 12.7p 14.7p
--------------------------------------------------- ----------------- ------------------ -----------------
Earnings per share (adjusted - basic & diluted)** (1.3)p 0.1p 0.2p
--------------------------------------------------- ----------------- ------------------ -----------------
Earnings per share (basic & diluted) (8.5)p (4.7)p (2.3)p
--------------------------------------------------- ----------------- ------------------ -----------------
Dividend per share (paid during the period)*** 0.0p 0.6p 0.6p
*The net asset value and net asset value per ordinary share have been adjusted for the fair value movement on revaluation of the interest component of the currency swap (up to maturity in October 2013 at which point this element unwound), the interest rate swap derivatives and 50% of the deferred tax provisions; full analysis is given in note 10 to the accounts.
**The adjusted earnings per share includes adjustments for the effect of the fair value mark-to-market revaluation of the properties, gains and losses on disposal of investment properties and assets held for sale, currency swap (settled in October 2013) and interest rate swap derivatives, deferred tax provisions, capital element of investment manager's fee, rental guarantee income and foreign exchange gains and losses. A full analysis is given in note 9 to the accounts.
*** This includes dividends paid in relation to prior periods.
Chairman's Statement
The Investment Manager has continued to focus on active asset management within the existing portfolio with particular emphasis on the extension of lease terms and the letting of vacant units to secure the Trust's income. The Board is pleased to note the important progress achieved on this front. Since 1 January 2014 new leases or lease extensions were achieved on a total of 15,920 square metres representing around 6% of the portfolio by area. Further detail on asset management progress appears in the Property Review section. The Investment Manager is also investigating selective opportunities to add value within the Trust's portfolio.
Results and dividend
Results for the half year show adjusted losses of GBP1.6 million and adjusted losses per share of 1.3p (note 9). Earnings are impacted by the interest payable on the loan facility agreed in November 2013 to finance the settlement of the net currency hedge; as noted in the Finance section below, interest on this facility is rolled up into the loan quarterly.
The challenging business climate has created an environment where generally the corporate decision making process has been extended and hence the leasing environment is characterised by longer periods to complete new leasing agreements. The Trust currently has vacant space with an estimated annual rental value of approximately GBP3.0 million (EUR3.7 million) and against this backdrop it is difficult to predict the timing and level of re-leasing that will be achieved.
The Trust does not currently propose to pay dividends.
Revaluation and Net Asset Value
Investment properties are included in the balance sheet at an independent valuation of GBP222.8 million (EUR278.0 million) providing an average valuation yield across the portfolio of 8.2% as at 30 June 2014. The portfolio valuation has decreased by 4.3% compared to 31 December 2013 on a like for like basis taking into account the asset sales that have completed in the period. The next revaluation will take place as at 31 December 2014.
The portfolio totals approximately 249,990 square metres (approximately 2.7 million square feet) and many of the tenants are well known companies belonging to large groups with strong covenants such as: Alcatel-Lucent, Aviva, BNP Paribas, Dia, Etanco, Furnotel, Husqvarna, Klöckner Group, La Poste, MediaMarkt, McDonalds, Norauto, OCP and Vinci Group. Grade A tenants also include government or quasi-government bodies and together the rent from such tenants accounts for 84% of the Trust's rental income.
The weighted average lease length within the portfolio is currently 7.8 years to expiry and 4.0 years to the next break.
As at 30 June 2014, the adjusted net asset value per ordinary share is 12.0p (31 December 2013: 22.8p per share) (note 10). The decrease in the period is primarily due to the revaluation of investment properties combined with the loss incurred in the period.
Portfolio Summary
Country Property Sqm Description Valuation Valuation
GBPm EURm
--------- ------------------- -------- ---------------------- ---------- ----------
France Villarceaux-Nozay 78,800 Business park 103.9 129.7
--------- ------------------- -------- ---------------------- ---------- ----------
France Aubervilliers 8,750 Offices 16.1 20.1
--------- ------------------- -------- ---------------------- ---------- ----------
Warehouse and
France Goussainville 20,500 offices 10.5 13.1
--------- ------------------- -------- ---------------------- ---------- ----------
France Aubergenville 27,700 Logistics 9.4 11.7
--------- ------------------- -------- ---------------------- ---------- ----------
Champs sur
France Marne 5,930 Offices 8.9 11.1
--------- ------------------- -------- ---------------------- ---------- ----------
Logistics with
France Athis Mons 23,280 offices 8.5 10.6
--------- ------------------- -------- ---------------------- ---------- ----------
France Mulhouse 5,250 Offices 7.3 9.1
--------- ------------------- -------- ---------------------- ---------- ----------
France St Cyr L'Ecole 6,340 Offices 7.2 9.0
--------- ------------------- -------- ---------------------- ---------- ----------
France Roissy-en-France 7,800 Offices and warehouse 6.7 8.3
--------- ------------------- -------- ---------------------- ---------- ----------
Logistics with
France Evreux 14,130 offices 6.3 7.9
--------- ------------------- -------- ---------------------- ---------- ----------
France Nîmes 3,100 Offices and retail 6.1 7.6
--------- ------------------- -------- ---------------------- ---------- ----------
Offices with
France Gennevilliers 3,330 light industrial 6.0 7.5
--------- ------------------- -------- ---------------------- ---------- ----------
Warehouse and
France Ivry-sur-Seine 7,420 offices 4.5 5.6
--------- ------------------- -------- ---------------------- ---------- ----------
Warehouse and
France Fresnes 6,540 offices 4.3 5.3
--------- ------------------- -------- ---------------------- ---------- ----------
Spain Córdoba 16,880 Retail park 12.4 15.5
--------- ------------------- -------- ---------------------- ---------- ----------
Alcalá
Spain de Guadaíra 5,700 Shopping centre 2.3 2.9
--------- ------------------- -------- ---------------------- ---------- ----------
Spain Écija 5,950 Shopping centre 2.0 2.5
--------- ------------------- -------- ---------------------- ---------- ----------
Spain Zaragoza 2,590 Warehouse 0.4 0.5
--------- ------------------- -------- ---------------------- ---------- ----------
Total 249,990 222.8 278.0
------------------------------ -------- ---------------------- ---------- ----------
Finance
The Trust's existing borrowing facilities with Barclays Bank PLC terminate on 10 February 2015. The Board continues to pursue alternative financing options in order to support the settlement of the bank borrowings as they mature, including a combination of realising equity through selective asset sales as well as consideration of a potential debt and equity refinancing, and other corporate finance solutions.
As at 30 June 2014, the Trust has total borrowings of GBP215.5 million (EUR269.0 million) under its facilities with Barclays which are repayable as at 10 February 2015. As at 30 June 2014, the Trust holds cash of GBP11.8 million.
The key features of the Trust's borrowings are:
-- No loan to value ("LTV") covenant test until maturity on any of the Trust's properties.
-- 90% of borrowings have interest rates that are fixed to maturity at a weighted average rate of 5.26% per annum.
-- 9% of borrowings have interest rates charged at a margin of 10% above three month Euribor.
-- 1% of borrowings have interest rates charged at a margin of 2.65% above three month Euribor.
-- Interest cover ratio ("ICR") covenant on the senior borrowings is set at 115% - the Trust's weighted average ICR over the six months to 30 June 2014 was 142%.
The facility to finance the settlement of the net currency hedge liability is provided in the form of a Euro denominated loan, including rolled up interest, of EUR26.6 million; interest is charged quarterly at a margin of 10% above three month Euribor and will be rolled up throughout the term. The Trust is permitted to repay the loan at any time after repayment of the senior secured borrowings (EUR242.4 million). Barclays has a charge over the Trust's Nîmes property and there is a cash-pooling arrangement over the Trust's cash flows from the whole property portfolio to provide further security to the loan but still providing the Trust with working capital for its operations.
Going forward the Trust does not currently propose to hedge its equity for movements in foreign currency. The Trust has a substantial natural hedge through the fact that its borrowings are denominated in the same currency as the majority of its assets.
Market outlook
-- Overall leasing activity in the French and Spanish markets has been subdued over the period reflecting economic conditions but despite this backdrop the Trust has achieved lease extensions and new leases on 15,920 square metres (6% of its portfolio) since 1 January 2014.
-- Take-up in our principal occupational markets has been adversely affected by the difficult business climate. However, in the Paris region (Ile-de-France), where 83% of the Trust's portfolio is situated, office vacancy remains at relatively low levels and significant oversupply appears unlikely in the medium term.
-- Valuation yields have been stable and investment confidence in our principal market continues.
Summary
-- The Trust owns a diversified freehold portfolio of properties totalling GBP222.8 million (EUR278.0 million) with an average valuation yield of 8.2% at the June valuation.
-- 84% of the Trust's rental income derives from Grade A tenants with a strong capacity to pay.
-- The weighted average lease length within the portfolio is 7.8 years to expiry and 4.0 years to the next break.
-- The Board continues to pursue alternative financing options in the run up to the maturing of the existing bank borrowings in February 2015.
Dick Kingston
Chairman
14 August 2014
Property review
Portfolio overview
The Trust owns a portfolio of fourteen properties in France and four properties in Spain totalling approximately 249,990 square metres (approximately 2.7 million square feet) of commercial real estate. The properties are generally well let, well located and offer good value accommodation to occupiers. Of the total property portfolio, 92% is invested in France and 8% in Spain in terms of capital value.
The valuation of the portfolio as at 30 June 2014 was approximately GBP222.8 million (EUR278.0 million) giving an average valuation yield of 8.2% with the French portfolio producing an average valuation yield of 8.1% and the Spanish portfolio 9.0% respectively. The portfolio as a whole showed a valuation decrease of 4.3% on a Euro like-for-like basis compared to 31 December 2013. This consisted of a decrease of 4.2% in the French portfolio and a decrease of 5.75% in the Spanish portfolio. The average capital value of the portfolio is approximately GBP891 (EUR1,112) per square metre (equivalent to GBP83 per square foot) and the average rental value is approximately GBP77 (EUR96) per square metre per annum (equivalent to GBP7.2 per square foot). Of the overall portfolio, 83% by value is located within the Ile-de-France region around Paris. The portfolio has 70% exposure to the French office and business park sector of which 64% of the total portfolio is in the Ile-de-France region. The reinstatement cost of the portfolio buildings has been assessed
at GBP241 million (EUR300 million) representing approximately 108% of current value.
As at 30 June 2014, the Trust's portfolio is diversified across business sectors with 70% in offices and business park property, 23% in warehouses and 7% in retail.
The portfolio benefits from strong credit tenants with 84% of its current rent roll secured by leases to Grade A tenants (large international/national companies or public sector). Examples of those categorised as Grade A are given in the Chairman's Statement.
The portfolio has an overall level of average occupancy of 85% measured by rental income as a percentage of potential total income with vacancy representing 15%.
The weighted average lease length within the portfolio is 7.8 years to expiry and 4.0 years to the next break.
Asset management review
The Investment Manager maintains close contact with the Trust's tenants to understand their needs and wherever possible to produce solutions which deliver value to both the tenants and investors. We constantly seek to maintain and, where possible, improve the income from each of the Trust's assets and look for opportunities to create income through value-adding refurbishment, extension and reconfiguration.
Over the period we have continued to concentrate on active asset management and property management initiatives to secure the Trust's income and we are pleased to report a number of important achievements since 1 January 2014 in the following areas:
-- extending the lease maturity profile of the property portfolio through lease extensions and -- letting of vacant units.
The Investment Manager remains vigilant to ensuring service charges are controlled, the annual level of property costs is closely monitored and additional sources of income are identified.
Since 1 January 2014, new leases and lease extensions covering approximately 15,920 square metres (6% of the Trust's portfolio by area) have been achieved. Of this total, 5,150 square metres were previously detailed in the annual report and new leases and lease extensions covering approximately 10,770 square metres have been completed since the annual report was published as detailed below.
FRANCE
Gennevilliers - in line with the asset management strategy to extend lease maturity, the Trust has signed a new 6/9 year lease with Husqvarna France from April 2014. Husqvarna France occupy the whole of the office and light industrial building totalling 3,410 square metres and the previous lease had a break option at September 2014.
Goussainville - A new 3/6/9 year lease starting in April 2014 was signed with Fly Aviation, an aeronautical services company, on 285 square metres of vacant office space and a new 3/6/9 year lease starting in July 2014 was signed with Hitec, an interior fitting and fire protection company, on a 1,475 square metre vacant warehouse unit. Existing tenants, Hurco, extended their lease on a 900 square metre warehouse unit to May 2017 and G3 Worldwide extended their lease on 210 square metres of offices until November 2017.
SPAIN
Cordoba - Dia extended their lease on a 1,200 square metre retail unit until September 2015 and UCC extended their lease on a 3,000 square metre cinema until June 2015.
Ecija - Burger King have re-geared their lease on a 250 square metre retail unit until August 2023 and Mis Tacones extended their lease on a 40 square metre retail unit until July 2015.
The Investment Manager is also focused on realising equity in selective asset sales to support the settlement of the bank borrowings as they mature and we are pleased to report the following progress in this regard:
PROPERTY SALES
During the period the Trust sold a multi-let warehouse and office investment located at Vitry-sur-Seine for EUR5.7 million which was 7.5% above its book value. The property totalled 5,180 square metres arranged in 13 units let to a variety of tenants and is located in an industrial zone to the north east of Vitry-sur-Seine in the southern inner suburbs of the Ile-de-France. The purchaser was a private French investment company.
The Trust also sold the larger of the two vacant warehouse units located in Zaragoza, Spain for EUR1.3 million representing book value. The unit represented 73% by area of the Trust's property holding in Zaragoza. The purchaser was a private Spanish company that will occupy the warehouse.
The proceeds from these sales will be held within the cash pooling arrangement established with the Trust's lenders, Barclays Bank PLC, to provide security for its loans and working capital for the Trust's operations.
Market overview
France
The French economy remained broadly flat in 2013 and after a small increase in the fourth quarter, gross domestic product has remained level in the first quarter of 2014. In May 2014, manufacturing output was 0.7% lower year-on-year but the unemployment rate for mainland France in the first quarter of 2014 showed a slight improvement to stand at 9.7%. Linked to the wider economic context, household spending remains muted and inflation has moderated further with the growth rate of the Consumer Prices Index standing at 0.5% per annum at the end of June 2014. The economy is expected to remain generally subdued for the remainder of 2014.
Against this challenging economic background, the investment market remained robust with approximately EUR10.7 billion invested in commercial real estate in France in the first two quarters of 2014 a 73% increase compared to the same period in 2013 and the highest investment volume for the first half of the year since 2007. This volume was boosted by a number of large, prime asset transactions being concluded which represented 57% of the total volume. Traditional French investors represented approximately 54% of the market with the next largest group being North American investors whose volume increased to 21% followed by Middle Eastern investors whose volume increased to 12%. Office investment remained the highest volume sector and accounted for EUR6.4 billion representing 60% of the total investment in France and an increase of 57% in volume compared to the same period in 2013. Logistics and industrial investment increased slightly over the same period in 2013 to total EUR0.9 billion.
Of the Trust's total property portfolio, 92% is in France, 83% is in the Ile-de-France and 64% is in Ile-de-France office and business park space.
The Economy of Ile-de-France
Paris and the surrounding region, better known as Ile-de-France, accounts for about a fifth of the French population but contributes nearly one third of French GDP. It is one of the main players in the global economy and is the largest European region by GDP. By population the Ile-de-France metropolis ranks twentieth globally, but ranked by GDP it is the fifth major metropolis in the world after the metropolitan areas of Tokyo, Greater New York, Los Angeles and Osaka.
In Europe, the only city that can compare to Paris is London and taking the wider metropolitan areas these two regions can be considered broadly similar in GDP terms. However it should be noted that the GDP of these two metropolitan areas far exceeds those of all other European cities, whether considering the Dutch Randstad, the conurbation Rhine-Ruhr and Rhine-Main, Brussels or Berlin.
With over 5.3 million jobs, Ile-de-France holds a prominent place in the national economy and many national and international companies have their headquarters in the region because of its high quality as a business location. The Ile-de-France has the world's third largest concentration of Fortune 500 head offices.
The Ile-de-France economy remains extremely diverse compared to other cities of its size with a large industrial base and one of the most important agricultural areas in France as well as being a pre-eminent global tourist destination.
Its economy is more diversified than London (with its emphasis on financial markets) or Los Angeles (film and entertainment) and Paris is not overly dependent on any one sector. Even categorizing Ile-de-France as predominantly a services-based economy, its industrial base which accounts for 16% of the region's GDP, remains very important as the region is a major European production centre, which has preserved its competitiveness by increasing its proportion of investment in research and development where it ranks as Europe's number one region for R&D expenditure and personnel. All of these activities are supported by an integrated freight and transport network.
The lack of economic growth at present, combined with the unclear business outlook means that occupiers remain cautious and negotiations with tenants tend to be long and drawn out. In this environment some companies have been reluctant to commit to new premises and many have postponed plans to move, instead opting to renegotiate leases with existing landlords. Nevertheless, in the first half of 2014, take-up of offices reached an encouraging level of 1.1 million square metres, an increase of about 24% over the same period in 2013 which had experienced a particularly weak first half performance. The most active business sectors were the industrial sector (38% of take-up by volume), the finance and insurance sector (14%) and the public sector (12%) together accounting for 64% of the total take-up in the first half of 2014.
The average office rent in Ile-de-France has remained stable at EUR294 per square metre per annum and the office vacancy rate for the Paris region also remained stable at 7%. On the supply side there is little speculative development due to the difficulty in finding finance and the risks associated with the current market conditions which have made developers cautious of undertaking new schemes without pre-lettings in place.
National take-up in the logistics sector in the first half of 2014 reached approximately 1.1 million square metres, which was 16% below the level for the same period in 2013. The largest share of transaction volume took place in Ile-de-France with take-up of 0.4 million square metres, a doubling of volume compared to 2013.
Spain
In recent quarters there have been more encouraging signs of growth in the Spanish economy. In Q3 and Q4 2013 gross domestic product showed quarter-on-quarter growth rates of 0.1% and 0.2% respectively and these represented the first quarterly growth rates since Q1 2011. The quarterly growth rate for Q1 2014 was 0.4% and the year-on-year rate had turned positive to 0.5% from -0.2% the previous quarter. The government's efforts to reform the labour market continue to have an effect with the unemployment rate having decreased from 26% in the fourth quarter of 2013 to 24.5% in the second quarter of 2014. The near term outlook for the Spanish economy remains subdued.
Rental indexation
On an annual basis, the INSEE Construction Cost Index, applicable to the Trust's leases in France, remained negative as at Q3 2013 (-1.46%) and following a quarter-on-quarter rise of 2.04% the annual indexation base as at Q1 2014 turned positive and stood at 0.12%. The Spanish Consumer Price Index, applicable to the Trust's leases in Spain, was running at an annualised rate of increase of 0.1% as at the end of June 2014.
Paul Cable
For and on behalf of the Investment Manager
14 August 2014
Principal risks and uncertainties
The principal risks and uncertainties facing the Group can be outlined as follows:
-- The Group's existing borrowing facilities with Barclays Bank PLC terminate on 10 February 2015. This creates a material uncertainty that casts significant doubt about the Group's ability to continue as a going concern.
-- Rental income and the fair value of investment properties are affected, together with other factors, by general economic conditions and/or by the political and economic climate of the jurisdictions in which the Group's investment properties are located.
-- Although the Trust has a substantial natural hedge through the fact that its borrowings are denominated in the same currency as the majority of its assets, the net assets of the Group are exposed to movements in the euro exchange rate.
The Board believes that the above principal risks and uncertainties would be equally applicable to the remaining six month period of the current financial year.
Statement of Directors' Responsibilities
The Directors confirm that to the best of their knowledge:
-- the condensed financial statements have been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union; and
-- the condensed financial statements meet the requirements of an interim management report (as defined below), and includes a fair review of the information required by:
a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six month period of the financial year; and their impact on the interim condensed financial statements; and a description of the principal risks and uncertainties of the remaining six months of the year; and
b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six month period of the current financial year and that have materially affected the financial position or performance of the Company during the period.
The Directors of Alpha Pyrenees Trust Limited are listed below and have been Directors throughout the period.
By order of the Board
Dick Kingston
Chairman
14 August 2014
Independent review report
To the members of Alpha Pyrenees Trust Limited
Introduction
We have been engaged by the Company to review the condensed set of financial statements in the half year report for the six months ended 30 June 2014 which comprises the consolidated statement of comprehensive income, consolidated balance sheet, consolidated cash flow statement, consolidated statement of changes in equity and related notes. We have read the other information contained in the half year financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
Directors' responsibilities
The half year financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the half year financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.
As disclosed in note 2, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half year financial report have 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 year report based on our review. This report, including the conclusion, has been prepared for, and only for, the Company for the purpose of the Disclosure and Transparency Rules of the Financial Conduct Authority and for no other purpose. We do not, in producing this report, accept or assume responsibility for any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Information Performed by the Independent Auditor of the Entity' issued by the Financial Reporting Council 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 year financial report for the six months to 30 June 2014 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 Conduct Authority.
Emphasis of matter - going concern
In forming our conclusion of the half year financial report, which is not qualified, we have considered the adequacy of the disclosure made in note 2 to the financial statements concerning the Group's ability to continue as a going concern. As disclosed in note 2 the Group's borrowings are due for repayment on 10 February 2015. Should the strategy of realising equity in selective asset sales, combined with the potential availability of alternative financing options not be completed as planned, the Group would require continued financing facilities beyond that date. This indicates the existence of a material uncertainty which may cast doubt about the Group's ability to continue as a going concern. The condensed financial statements do not include the adjustments that would result if the Group were unable to continue as a going concern.
BDO Limited
Chartered Accountants
Place du Pré
Rue du Pré
St Peter Port
Guernsey
14 August 2014
Condensed consolidated statement of comprehensive income
For the six months For the six months
ended 30 June 2014 ended 30 June 2013
(unaudited) (unaudited)
------------------------------------ ------------------------------- -------------------------------
Revenue Capital Total Revenue Capital Total
Notes GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Income
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Revenue 3 9,908 - 9,908 11,096 - 11,096
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Property operating
expenses (2,905) - (2,905) (3,000) - (3,000)
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Net rental income 7,003 - 7,003 8,096 - 8,096
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Gain on disposal
of investment properties
and assets held for
sale - 300 300 - - -
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Expenses
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Losses on revaluation
of investment properties
and assets held for 11,
sale 12 - (10,298) (10,298) - (1,025) (1,025)
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Investment Manager's
fee (862) (369) (1,231) (991) (425) (1,416)
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Other administration
costs (660) - (660) (667) - (667)
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Operating profit/(loss) 5,481 (10,367) (4,886) 6,438 (1,450) 4,988
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Finance income 4 3 3,715 3,718 25 6,245 6,270
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Finance costs 5 (7,035) (1,612) (8,647) (6,213) (6,987) (13,200)
--------------------------- ------- --------- --------- --------- --------- --------- ---------
(Loss)/profit before
taxation (1,551) (8,264) (9,815) 250 (2,192) (1,942)
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Taxation 7 - (194) (194) - (730) (730)
--------------------------- ------- --------- --------- --------- --------- --------- ---------
(Loss)/profit for
the period (1,551) (8,458) (10,009) 250 (2,922) (2,672)
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Other comprehensive
income
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Items that may be
reclassified to profit
or loss in subsequent
periods:
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Foreign exchange
gains on translation
of foreign operations
(translation reserve) - 1,267 1,267 - 149 149
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Other comprehensive
income for the period - 1,267 1,267 - 149 149
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Total comprehensive
(expense)/income
for the period (1,551) (7,191) (8,742) 250 (2,773) (2,523)
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Loss per share
- basic & diluted 9 (8.5)p (2.3)p
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Adjusted (loss)/earnings
per share
- basic & diluted 9 (1.3)p 0.2p
All items in the above statement derive from continuing operations.
The accompanying notes are an integral part of this statement.
Condensed consolidated balance sheet
Notes 30 June 2014 31 December
2013 (audited)
(unaudited) GBP'000
GBP'000
--------------------------------------- ------ ------------- ----------------
Non-current assets
--------------------------------------- ------ ------------- ----------------
Investment properties 11 210,674 236,920
--------------------------------------- ------ ------------- ----------------
Current assets
--------------------------------------- ------ ------------- ----------------
Assets held for sale 12 12,107 11,194
--------------------------------------- ------ ------------- ----------------
Trade and other receivables 13 5,123 4,244
--------------------------------------- ------ ------------- ----------------
Cash and cash equivalents 11,843 5,923
--------------------------------------- ------ ------------- ----------------
29,073 21,361
--------------------------------------- ------ ------------- ----------------
Total assets 239,747 258,281
--------------------------------------- ------ ------------- ----------------
Current liabilities
--------------------------------------- ------ ------------- ----------------
Trade and other payables 14 (4,672) (2,810)
--------------------------------------- ------ ------------- ----------------
Financial liabilities at fair value
through profit or loss 16 (4,849) -
--------------------------------------- ------ ------------- ----------------
Bank borrowings 15 (216,092) (1,707)
--------------------------------------- ------ ------------- ----------------
Rent deposits (885) (1,057)
--------------------------------------- ------ ------------- ----------------
(226,498) (5,574)
--------------------------------------- ------ ------------- ----------------
Total assets less current liabilities 13,249 252,707
--------------------------------------- ------ ------------- ----------------
Non-current liabilities
--------------------------------------- ------ ------------- ----------------
Financial liabilities at fair value
through profit or loss 16 - (8,825)
--------------------------------------- ------ ------------- ----------------
Bank borrowings 15 - (221,745)
--------------------------------------- ------ ------------- ----------------
Rent deposits (1,002) (1,094)
--------------------------------------- ------ ------------- ----------------
Deferred taxation 7 (6,015) (6,069)
--------------------------------------- ------ ------------- ----------------
(7,017) (237,733)
--------------------------------------- ------ ------------- ----------------
Total liabilities (233,515) (243,307)
--------------------------------------- ------ ------------- ----------------
Net assets 6,232 14,974
--------------------------------------- ------ ------------- ----------------
Equity
--------------------------------------- ------ ------------- ----------------
Share capital 17 - -
--------------------------------------- ------ ------------- ----------------
Special reserve 113,131 113,131
--------------------------------------- ------ ------------- ----------------
Translation reserve 23,995 22,728
--------------------------------------- ------ ------------- ----------------
Capital reserve (130,604) (122,146)
--------------------------------------- ------ ------------- ----------------
Revenue reserve (290) 1,261
--------------------------------------- ------ ------------- ----------------
Total equity 6,232 14,974
--------------------------------------- ------ ------------- ----------------
Net asset value per share 10 5.3p 12.7p
--------------------------------------- ------ ------------- ----------------
Net asset value per share (adjusted) 10 12.0p 22.8p
The half-year financial statements were approved by the Board of Directors and authorised for issue on 14 August 2014.
David Jeffreys Serena Tremlett
Director Director
The accompanying notes are an integral part of this statement.
Condensed consolidated cash flow statement
For the six For the six
months ended months ended
30 June 2014 30 June 2013
(unaudited) (unaudited)
GBP'000 GBP'000
---------------------------------------------- -------------- --------------
Operating activities
---------------------------------------------- -------------- --------------
Loss for the period (10,009) (2,672)
---------------------------------------------- -------------- --------------
Adjustments for :
---------------------------------------------- -------------- --------------
Gain on disposal of investment properties (300) -
---------------------------------------------- -------------- --------------
Losses on revaluation of investment
properties and assets held for sale 10,298 1,025
---------------------------------------------- -------------- --------------
Deferred taxation 194 730
---------------------------------------------- -------------- --------------
Finance income (3,718) (6,270)
---------------------------------------------- -------------- --------------
Finance costs 8,647 13,200
---------------------------------------------- -------------- --------------
Operating cash flows before movements
in working capital 5,112 6,013
---------------------------------------------- -------------- --------------
Movements in working capital:
---------------------------------------------- -------------- --------------
Increase in operating trade and other
receivables (923) (1,582)
---------------------------------------------- -------------- --------------
Increase in operating trade and other
payables 1,844 1,873
---------------------------------------------- -------------- --------------
Cash generated from operations 6,033 6,304
---------------------------------------------- -------------- --------------
Interest received 7 19
---------------------------------------------- -------------- --------------
Currency swap interest paid - (466)
---------------------------------------------- -------------- --------------
Cash flows from operating activities 6,040 5,857
---------------------------------------------- -------------- --------------
Investing activities
---------------------------------------------- -------------- --------------
Proceeds from disposal of investment 5,752 -
properties
---------------------------------------------- -------------- --------------
Capital expenditure (119) (527)
---------------------------------------------- -------------- --------------
Cash flows from/(used in) investing
activities 5,633 (527)
---------------------------------------------- -------------- --------------
Financing activities
---------------------------------------------- -------------- --------------
Currency swap collateral (paid)/received - (1,146)
---------------------------------------------- -------------- --------------
Loan arrangement costs (119) -
---------------------------------------------- -------------- --------------
Repayment of borrowings - (138)
---------------------------------------------- -------------- --------------
Bank loan interest paid and costs (5,301) (5,396)
---------------------------------------------- -------------- --------------
Dividends paid - (706)
---------------------------------------------- -------------- --------------
Cash flows used in financing activities (5,420) (7,386)
---------------------------------------------- -------------- --------------
Increase/(decrease) in cash and cash
equivalents 6,253 (2,056)
---------------------------------------------- -------------- --------------
Cash and cash equivalents at beginning
of period 5,923 8,400
---------------------------------------------- -------------- --------------
Exchange translation movement (333) 110
---------------------------------------------- -------------- --------------
Cash and cash equivalents at end
of period 11,843 6,454
The accompanying notes are an integral part of this statement.
Condensed consolidated statement of changes in equity
For the six months Share Special Translation Capital Revenue Total ended 30 June 2014 capital reserve reserve reserve reserve reserves (unaudited) GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 ------------------------ ---------- --------- ------------ ---------- --------- ---------- At 1 January 2014 - 113,131 22,728 (122,146) 1,261 14,974 ------------------------ ---------- --------- ------------ ---------- --------- ---------- Loss for the period - - - (8,458) (1,551) (10,009) ------------------------ ---------- --------- ------------ ---------- --------- ---------- Other comprehensive income for the period - - 1,267 - - 1,267 ------------------------ ---------- --------- ------------ ---------- --------- ---------- Dividends - - - - - - ------------------------ ---------- --------- ------------ ---------- --------- ---------- At 30 June 2014 - 113,131 23,995 (130,604) (290) 6,232 ------------------------ ---------- --------- ------------ ---------- --------- ---------- For the six months Share Special Translation Capital Revenue Total ended 30 June 2013 capital reserve reserve reserve reserve reserves (unaudited) GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 ------------------------ ---------- --------- ------------ ---------- --------- ---------- At 1 January 2013 - 113,131 22,048 (116,445) 1,842 20,576 ------------------------ ---------- --------- ------------ ---------- --------- ---------- (Loss)/profit for the period - - - (2,922) 250 (2,672) ------------------------ ---------- --------- ------------ ---------- --------- ---------- Other comprehensive income for the period - - 149 - - 149 ------------------------ ---------- --------- ------------ ---------- --------- ---------- Dividends - - - - (706) (706) ------------------------ ---------- --------- ------------ ---------- --------- ---------- At 30 June 2013 - 113,131 22,197 (119,367) 1,386 17,347 ------------------------ ---------- --------- ------------ ---------- --------- ----------
The accompanying notes are an integral part of this statement.
Notes to the condensed financial statements
1. General information
The Company is a limited liability, closed-ended investment company incorporated in Guernsey, which has been declared under the relevant legislation to be an Authorised Closed-Ended Collective Investment Scheme. The Group comprises the Company and its subsidiaries. The Group invests in commercial property in France and Spain with inflation-indexed rents that can provide an income return to investors as well as potential for capital growth. These financial statements are presented in pounds Sterling as this is the currency in which the funds are raised and in which the investors are seeking a return. The Company's functional currency is Sterling and the subsidiaries' currency is Euros. The presentational currency of the Group is Sterling. The period-end exchange rate used is GBP1:EUR1.248 (December 2013: GBP1:EUR1.198) and the average rate for the period used is GBP1:EUR1.217 (June 2013: GBP1:EUR1.176).
2. Significant accounting policies
The unaudited condensed financial statements included in the half year report for the six months ended 30 June 2014, have been prepared in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority and International Accounting Standard (IAS) 34, 'Interim Financial Reporting' as adopted by the European Union. The condensed financial statements should be read in conjunction with the Group's annual report and financial statements for the year ended 31 December 2013, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and are available on the Company's website (www.alphapyreneestrust.com).
The accounting policies adopted and methods of computation followed in these condensed financial statements are consistent with those applied in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2013.
The directors considered all relevant new standards, amendments and interpretations to existing standards effective for the half year report for the six months ended 30 June 2014 and determined that they have no impact on the annual consolidated financial statements of the Group or the interim condensed financial statements of the Group.
The preparation of the interim condensed financial statements requires Directors to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the date of the interim condensed financial statements. If in the future such estimates and assumptions, which are based on the Directors' best judgement at the date of the interim condensed financial statements, deviate from actual circumstances, the original estimates and assumptions will be modified as appropriate in the period in which the circumstances change.
Going concern
The Group's existing borrowing facilities with Barclays Bank PLC terminate on 10 February 2015. This creates a material uncertainty that casts significant doubt about the Group's ability to continue as a going concern. Whilst recognising this uncertainty, the Board has a reasonable expectation that a combination of realising equity in selective asset sales, combined with the potential availability of alternative financing options, including potential debt refinancing, equity fundraising and other corporate finance solutions, can support the settlement of the bank borrowings as they mature and the Board will continue to pursue all avenues available to the Group to secure the refinancing of its borrowings. Therefore, the Board believes it is appropriate to continue to prepare the Group condensed financial statements on a going concern basis.
3. Revenue
1 January 1 January
2014 to 2013 to
30 June 30 June
2014 2013
GBP'000 GBP'000
----------------------- ---------- ----------
Rental income 7,960 9,048
----------------------- ---------- ----------
Service charge income 1,948 2,048
----------------------- ---------- ----------
Total 9,908 11,096
4. Finance income
1 January 1 January
2014 to 2013 to
30 June 30 June
2014 2013
GBP'000 GBP'000
---------------------------------------- ---------- ----------
Bank interest income 3 25
---------------------------------------- ---------- ----------
Foreign exchange gain - 1,622
---------------------------------------- ---------- ----------
Gains on financial liabilities at fair
value through profit or loss (note 6) 3,715 4,623
Total 3,718 6,270
5. Finance costs
1 January 1 January
2014 to 2013 to
30 June 30 June
2014 2013
GBP'000 GBP'000
----------------------------------------- ---------- ----------
Interest on bank borrowings 6,339 5,439
----------------------------------------- ---------- ----------
Loan fee amortisation 673 293
----------------------------------------- ---------- ----------
Foreign exchange loss 1,612 -
----------------------------------------- ---------- ----------
Losses on financial liabilities at fair
value through profit or loss (note 6) - 7,452
----------------------------------------- ---------- ----------
Other charges 23 16
----------------------------------------- ---------- ----------
Total 8,647 13,200
6. Gains and losses on financial assets and liabilities at fair value through profit or loss
1 January 1 January
2014 to 2013 to
30 June 30 June
2014 2013
GBP'000 GBP'000
------------------------------------------------- ---------- ----------
Change in unrealised gains and losses
on financial assets and liabilities held
at fair value through profit or loss
------------------------------------------------- ---------- ----------
Currency swaps - (6,987)
------------------------------------------------- ---------- ----------
Interest rate swap 3,715 4,623
------------------------------------------------- ---------- ----------
Realised gains and losses on financial
assets and liabilities held at fair value
through profit or loss
------------------------------------------------- ---------- ----------
Currency swaps - interest received - 4,315
------------------------------------------------- ---------- ----------
Currency swaps - interest paid - (4,780)
------------------------------------------------- ---------- ----------
Expense from currency swaps - (465)
------------------------------------------------- ---------- ----------
Gain/(loss) on financial assets and liabilities
held at fair value through profit or loss 3,715 (2,829)
------------------------------------------------- ---------- ----------
Disclosed as:
------------------------------------------------- ---------- ----------
Finance costs (note 5) - (7,452)
------------------------------------------------- ---------- ----------
Finance income (note 4) 3,715 4,623
------------------------------------------------- ---------- ----------
Gain/(loss) on financial assets and liabilities
held at fair value through profit or loss 3,715 (2,829)
------------------------------------------------- ---------- ----------
7. Taxation
The Company is exempt from Guernsey taxation on income derived outside Guernsey and bank interest earned in Guernsey. A fixed annual fee of GBP600 is payable to the States of Guernsey in respect of this exemption. No charge to Guernsey taxation arises on capital gains.
Deferred taxation has been calculated in accordance with IFRS. The Group is currently liable to French income tax at 33.33% and Spanish income tax at 30% arising on the activities of the Group's operations in France and Spain.
8. Dividends
During the period, the Trust did not pay any dividend and does not currently propose to pay dividends.
9. Earnings per share
The calculation of the basic and diluted earnings per share is based on the following data:
1 January 2014 1 January 2013 1 January 2013
to to to
30 June 2014 31 December 30 June 2013
2013
--------------------------------- --------------- --------------- ---------------
Losses after tax per
income statement (GBP'000) (10,009) (5,576) (2,672)
--------------------------------- --------------- --------------- ---------------
Basic and diluted earnings
per share (8.5)p (4.7)p (2.3)p
--------------------------------- --------------- --------------- ---------------
Losses after tax per
income statement (GBP'000) (10,009) (5,576) (2,672)
--------------------------------- --------------- --------------- ---------------
Gain on disposal of investment (300) - -
properties and assets
held for sale
--------------------------------- --------------- --------------- ---------------
Revaluation losses in
investment properties 10,298 6,934 1,025
--------------------------------- --------------- --------------- ---------------
Mark to market of currency
swaps - 5,444 6,987
--------------------------------- --------------- --------------- ---------------
Mark to market of interest
rate swaps (3,715) (8,331) (4,623)
--------------------------------- --------------- --------------- ---------------
Investment Manager's
fee (capital) 369 828 425
--------------------------------- --------------- --------------- ---------------
Deferred taxation 194 1,273 730
--------------------------------- --------------- --------------- ---------------
Foreign exchange losses/(gains) 1,612 (447) (1,622)
--------------------------------- --------------- --------------- ---------------
Adjusted (losses)/earnings
(GBP'000) (1,551) 125 250
--------------------------------- --------------- --------------- ---------------
Adjusted (losses)/earnings
per share (1.3)p 0.1p 0.2p
--------------------------------- --------------- --------------- ---------------
Weighted average number
of ordinary shares (000's) 117,627 117,627 117,627
The adjusted earnings are presented to provide what the Company believes is a more appropriate assessment of the operational income accruing to the Group's activities. Hence, the Company adjusts basic earnings for income and costs which are not of a recurrent nature or which may be more of a capital nature.
10. Net asset value per share
30 June 2014 31 December
2013
--------------------------------------- ------------- ------------
Net asset value (GBP'000) 6,232 14,974
--------------------------------------- ------------- ------------
Net asset value per share 5.3p 12.7p
--------------------------------------- ------------- ------------
Net asset value (GBP'000) 6,232 14,974
--------------------------------------- ------------- ------------
Mark to market of interest rate swaps 4,849 8,825
--------------------------------------- ------------- ------------
Deferred taxation* 3,008 3,035
--------------------------------------- ------------- ------------
Adjusted net asset value 14,089 26,834
--------------------------------------- ------------- ------------
Net asset value per share (adjusted) 12.0p 22.8p
--------------------------------------- ------------- ------------
Number of ordinary shares (000's) 117,627 117,627
*The net asset value and net asset value per ordinary share have been adjusted by 50% of the deferred tax provision. An asset realisation could potentially include the sale of an SPV with latent deferred tax liabilities for which a potential purchaser would expect some form of discount from the purchase price of the related property.
The adjusted net assets are presented to provide what the Directors believe is a more relevant assessment of the Group's net asset position. The Directors have determined that certain fair value and accounting adjustments may not be realisable in the longer term.
11. Investment properties
30 June 2014 31 December 2013
GBP'000 GBP'000
------------------------------------- ------------- -----------------
Fair value of investment properties
at 1 January 236,920 249,043
------------------------------------- ------------- -----------------
Subsequent capital expenditure
after acquisition 119 945
------------------------------------- ------------- -----------------
Disposals (1,068) -
------------------------------------- ------------- -----------------
Rent incentive movement (158) (30)
------------------------------------- ------------- -----------------
Fair value adjustment in the
period/year (9,911) (6,934)
------------------------------------- ------------- -----------------
Effect of foreign exchange (9,218) 5,090
------------------------------------- ------------- -----------------
Transfer to assets held for sale (6,010) (11,194)
------------------------------------- ------------- -----------------
Fair value of investment properties
at 30 June/31 December 210,674 236,920
The fair value of the Group's investment properties at 31 December 2013 and 30 June 2014 have been arrived at on the basis of valuations carried out at that date by Knight Frank LLP, independent valuers not connected to the Group. The portfolio has been valued on a fair value basis as defined by the Royal Institution of Chartered Surveyors Appraisal and Valuations Standards ("RICS").
The approved RICS definition of fair value is "the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date".
During the period, the Group disposed of its main warehouse at Zaragoza in Spain for GBP1.1 million (EUR1.3 million). A further disposal is described in note 12.
At 30 June 2014, the Group had un-provided contractual obligations for future repairs and maintenance of GBPnil (December 2013: GBPnil) and GBPnil (December 2013: nil) of future capital requirements.
12. Assets held for sale
30 June 2014 31 December 2013
GBP'000 GBP'000
------------------------------------- ------------- -----------------
Assets held for sale at 1 January 11,194 -
------------------------------------- ------------- -----------------
Disposals (4,349) -
------------------------------------- ------------- -----------------
Rent incentive movement (31) -
------------------------------------- ------------- -----------------
Fair value adjustment in the (387) -
period/year
------------------------------------- ------------- -----------------
Effect of foreign exchange (330) -
------------------------------------- ------------- -----------------
Transfer from investment properties 6,010 11,194
------------------------------------- ------------- -----------------
Assets held for sale at 30 June/31
December 12,107 11,194
Assets held for sale represent the fair value of properties that have been actively marketed for disposal at the balance sheet date.
During the period, the Group disposed of its Vitry-sur-Seine property in France for GBP4.7 million (EUR5.7 million), which was disclosed as an asset held for sale at the year ended 31 December 2013.
13. Trade and other receivables
30 June 2014 31 December 2013
GBP'000 GBP'000
---------------------------------- ------------- -----------------
Trade receivables 1,849 1,311
---------------------------------- ------------- -----------------
Amounts receivable from Property
Managing Agents 1,359 1,442
---------------------------------- ------------- -----------------
Prepayments 1,492 1,032
---------------------------------- ------------- -----------------
Other debtors 423 459
---------------------------------- ------------- -----------------
Total 5,123 4,244
The Directors consider that the carrying amount of trade and other receivables approximates to their fair value.
14. Trade and other payables
30 June 2014 31 December 2013
GBP'000 GBP'000
---------------------------------- ------------- -----------------
Trade creditors 1,491 310
---------------------------------- ------------- -----------------
Deferred income 1,919 695
---------------------------------- ------------- -----------------
Investment Manager's fee payable 690 680
---------------------------------- ------------- -----------------
VAT payable 229 332
---------------------------------- ------------- -----------------
Accruals 343 793
---------------------------------- ------------- -----------------
Total 4,672 2,810
Trade creditors and accruals primarily comprise amounts outstanding for trade purchases and ongoing costs. The Group has financial risk management policies in place to ensure that all payables are paid within the credit time frame.
The Directors consider that the carrying amount of trade and other payables approximates to their fair value.
15. Bank borrowings
30 June 2014 31 December 2013
GBP'000 GBP'000
------------------------------- ------------- -----------------
Current liabilities: interest
payable and bank borrowing 216,092 1,707
------------------------------- ------------- -----------------
Non-current liabilities: bank
borrowing - 221,745
------------------------------- ------------- -----------------
Total liabilities 216,092 223,452
------------------------------- ------------- -----------------
The borrowings are repayable
as follows:
------------------------------- ------------- -----------------
Interest payable 1,688 1,707
------------------------------- ------------- -----------------
On demand or within one year 214,404 -
------------------------------- ------------- -----------------
In the second to fifth years
inclusive - 221,745
------------------------------- ------------- -----------------
After five years - -
------------------------------- ------------- -----------------
216,092 223,452
Movement in the Group's bank borrowings is analysed as follows:
1 January 2014 1 January 2013
to to 31 December
30 June 2014 2013
GBP'000 GBP'000
------------------------------------- --------------- ----------------
Opening balance 221,745 197,393
------------------------------------- --------------- ----------------
Loan advance/capitalised interest 1,009 20,829
------------------------------------- --------------- ----------------
Deferred finance costs (119) (898)
------------------------------------- --------------- ----------------
Amortisation of finance costs 673 678
------------------------------------- --------------- ----------------
Repayment of loan - (208)
------------------------------------- --------------- ----------------
Exchange differences on translation
of foreign currencies (8,904) 3,951
------------------------------------- --------------- ----------------
Total 214,404 221,745
16. Financial assets and financial liabilities at fair value through profit or loss
30 June 2014 31 December 2013
GBP'000 GBP'000
------------------------- ------------- -----------------
Current liabilities
------------------------- ------------- -----------------
Interest rate swaps (4,849) -
------------------------- ------------- -----------------
Non-current liabilities
------------------------- ------------- -----------------
Interest rate swaps - (8,825)
------------------------- ------------- -----------------
Total (4,849) (8,825)
Interest rate swap
The Company is required under the financing agreements with Barclays Bank PLC to fix the rate at which it borrows over the duration of each loan. The Company has agreed a fixed interest rate with Barclays Bank PLC at each loan draw-down. The requirement to fix the borrowing rate does not apply to the additional loan provided by Barclays Bank PLC in November 2013, for GBP20.8 million, which interest is charged at a margin of 10% above three month Euribor and is rolled up throughout the term.
The bank has undertaken a variable to fixed rate swap with a third party. The Company is not party to the swap agreement but via the financing agreement the Company has all the risks and rewards of the swap as, should the loan be repaid early, the Company would be required to pay the swap break costs or, alternatively accrue a swap benefit as a repayment reduction depending on the value of the underlying swap at that point in time.
The fair value of the interest rate swaps is determined by reference to an applicable valuation model.
Fair value measurement
The Group discloses fair value measurements by level of the following fair value measurement hierarchy:
-- Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).
-- Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2).
-- Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).
The level in the fair value hierarchy within which the financial asset or financial liability is categorised is determined on the basis of the lowest input that is significant to the fair value measurement. Financial instruments are classified in their entirety into one of the three levels.
The fair value of the derivative interest rate swap contracts is determined by reference to the mid-point of the yield curves prevailing on the reporting date and represent the net present value of the differences between the contracted rate and the valuation rate when applied to the projected balances to the period from the reporting date to the contracted expiry date.
The interest rate swaps are valued on a recurring basis (quarterly).
The Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
The following table shows an analysis of the fair values of financial instruments recognised in the balance sheet by level of the fair value hierarchy described above:
Level 1 Level 2 Level 3 Total
----------------------- --------- -------- -------- --------
GBP'000 GBP'000 GBP'000 GBP'000
----------------------- --------- -------- -------- --------
Financial liabilities
----------------------- --------- -------- -------- --------
Interest rate swap - (4,849) - (4,849)
----------------------- --------- -------- -------- --------
There were no transfers between level 1 and level 2 fair value measurements and no transfers into or out of level 3 fair value measurements during the six month period ended 30 June 2014.
17. Share capital
The authorised share capital is unlimited. The Company has one class of shares which carry no right to fixed income. All ordinary shares have a nil par value. The number of shares in issue is 117.6 million.
There have been no share cancellations during the period.
18. Related party transactions
Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions. Alpha Real Capital LLP is the Investment Manager to the Company under the terms of the Investment Manager Agreement and is thus considered a related party of the Company.
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.
The Investment Manager is entitled to receive a fee from the Group at an annual rate of 1% of the gross assets of the Group, payable quarterly in arrears. The Investment Manager is also entitled to receive an annual performance fee calculated with reference to total shareholder return ("TSR"), whereby the fee is 20% of any excess over an annualised TSR of 12% and then a further 15% of any excess over 20%; the performance fee is subject to a three year high watermark with a minimum threshold of 100 pence. Details of the investment management fees for the current accounting period are shown on the face of the statement of comprehensive income and any balances outstanding are disclosed separately in note 14.
The Directors of the Company received total fees as follows:
Six months ending Year ending
30 June 2014 31 December 2013
GBP GBP
------------------ ------------------ ------------------
Dick Kingston 15,000 30,000
------------------ ------------------ ------------------
David Jeffreys 11,500 23,000
------------------ ------------------ ------------------
Phillip Rose 10,000 20,000
------------------ ------------------ ------------------
David Rowlinson* 10,000 20,000
------------------ ------------------ ------------------
Serena Tremlett 10,000 20,000
------------------ ------------------ ------------------
Total 56,500 113,000
The Directors' interests in the shares of the Company are detailed below:
30 June 2014 31 December 2013
shares held shares held
------------------ ------------- -----------------
Dick Kingston 710,616 710,616
------------------ ------------- -----------------
David Jeffreys 250,000 250,000
------------------ ------------- -----------------
Phillip Rose 1,290,079 1,290,079
------------------ ------------- -----------------
David Rowlinson* - -
------------------ ------------- -----------------
Serena Tremlett 121,472 121,472
*David Rowlinson is a director of Antler Investment Holdings Limited ("Antler") and the managing director of Liberation Management Limited, which is a trustee of the Rockmount Purpose Trust that indirectly owns 75.3% of Alpha Real Capital LLP.
The following, being partners of the Investment Manager held the following shares in the Company:
30 June 2014 31 December 2013
shares held shares held
-------------------- ------------- -----------------
Rockmount Ventures
Limited and ARRCO
Limited** 21,437,393 21,437,393
-------------------- ------------- -----------------
Phillip Rose*** 1,290,079 1,290,079
-------------------- ------------- -----------------
Bradley Bauman 544,809 544,809
-------------------- ------------- -----------------
Brian Frith 229,078 229,078
-------------------- ------------- -----------------
Karl Devon-Lowe 108,650 108,650
-------------------- ------------- -----------------
Ronnie Armist 7,450 7,450
**Rockmount Ventures Limited is the parent company of ARRCO Limited. The interest attributed to the two corporate partners represents 21,437,393 shares held by a fellow group company, Antler.
***Phillip Rose is the CEO and a partner of the Investment Manager.
Alpha Real Capital LLP, the Investment Manager of the Company, holds 9,400,000 (31 December 2013: 9,400,000) shares in Alpha Pyrenees Trust Limited.
Paul Cable, being the Investment Manager's Fund Manager responsible for the Trust's investments, holds 84,918 (31 December 2013: 84,918) shares in Alpha Pyrenees Trust Limited.
Serena Tremlett is also the Managing Director and a major shareholder of Morgan Sharpe Administration Limited, the Company's administrator and secretary. During the period the Company paid Morgan Sharpe Administration Limited fees of GBP40,500 (31 December 2013: GBP81,000).
19. Events after the balance sheet date
There are no material events after the balance sheet date.
Directors and Trust information
Directors:
Dick Kingston (Chairman)
David Jeffreys
Phillip Rose David Rowlinson
Serena Tremlett
Registered office:
Old Bank Chambers
La Grande Rue
St Martin's
Guernsey GY4 6RT
Investment Manager:
Alpha Real Capital LLP
Level 6, 338 Euston Road
London NW1 3BG
Administrator and secretary:
Morgan Sharpe
Administration Limited
Old Bank Chambers
La Grande Rue
St Martin's
Guernsey GY4 6RT
Brokers:
Peel Hunt LLP
Moor House
120 London Wall
London EC2Y 5ET
Independent valuers:
Knight Frank LLP
55 Baker Street
London W1U 8AN
Auditor:
BDO Limited
Place du Pré
Rue du Pré
St Peter Port
Guernsey GY1 3LL
Tax advisors:
BDO LLP
55 Baker Street
London W1U 7EU
Deloitte LLP
Hill House
1 Little New Street
London EC4A 3TR
Legal advisors in Guernsey:
Carey Olsen
PO Box 98
Carey House
Les Banques
St Peter Port
Guernsey GY1 4BZ
Legal advisors in the UK:
Norton Rose
3 More London Riverside
London SE1 2AQ
Registrar:
Computershare Investor Services (Jersey) Limited
Queensway House
Hilgrove Street
St Helier
Jersey JE1 1ES
Shareholder information
Dividends
Ordinary dividends, if declared, are paid quarterly. Shareholders who wish to have dividends paid directly into a bank account rather than by cheque to their registered address can complete a mandate form for this purpose. Mandates may be obtained from the Company's Registrar. Where dividends are paid directly to shareholders' bank accounts, dividend vouchers are sent directly to shareholders' registered addresses.
Share Price
The Company's Ordinary Shares are listed on the London Stock Exchange.
Change of address
Communications with shareholders are mailed to the addresses held on the share register. In the event of a change of address or other amendment, please notify the Company's Registrar under the signature of the registered holder.
Investment Manager
The Company is advised by Alpha Real Capital LLP which is authorised and regulated by the Financial Conduct Authority in the United Kingdom.
Financial Calendar
Financial reporting Reporting/Meeting dates ---------------------------------------- ------------------------ Half year report 15 August 2014 ---------------------------------------- ------------------------ Interim Management Statement (Q3) 14 November 2014 ---------------------------------------- ------------------------ Annual report and accounts announcement 13 March 2015 ---------------------------------------- ------------------------ Annual report published 3 April 2015 ---------------------------------------- ------------------------ Annual General Meeting 24 April 2015
This information is provided by RNS
The company news service from the London Stock Exchange
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