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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Westbury | LSE:WPF | London | Ordinary Share | GB00B03HDJ73 | ORD 10P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 149.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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RNS Number:1203C
Westbury Property Fund Limited
15 August 2007
The Westbury Property Fund Limited
Unaudited Interim Report for the six months ended 30 June 2007
Chairman's Statement
For the period from 1 January 2007 to 30 June 2007
This has been another successful period for The Westbury Property Fund with an
exciting outlook ahead. In line with the Company's stated strategy of
repositioning itself as an asset backed logistics business, the Board announced
in January 2007 that it was considering a disposal of a substantial part of its
wholly owned property portfolio.
I am pleased to announce that the Company has agreed to dispose of the majority
of its wholly owned property portfolio for #142.1m. The sale will realise the
excellent performance achieved to date for shareholders and is a significant
step for the Company in meeting its new strategic objectives.
At the same time the Company has agreed to merge with Eddie Stobart Holdings
(Stobart Group), a long established and highly successful logistics business.
The merger will bring together Stobart Group's established contract logistics
operations with the emerging multi modal port and rail operations of the
Company. This merger provides the enlarged group with a strong asset base which
can be used to fund the future growth of the combined business. The merger
offers both considerable synergies and significant value in the ability to offer
customers a logistics solution incorporating national road, rail and both deep
sea and inland waterway networks. It is the Board's intention that the enlarged
Group re-names itself as Stobart Group Limited thereby benefiting from its
excellent brand.
The merger will be effected through the acquisition of Stobart Group by the
Company for #137.7m in cash and new Ordinary Shares and completion of the
disposal and merger is expected to take place in September 2007. Stobart Group
benefits from strong management and its acquisition, along with disposal of the
property portfolio, will lead to termination of the Company's investment
management agreement with Assura Fund management LLP. Full details and the
reasons behind the proposals can be found in the Circular and Prospectus. Both
the sale of the property portfolio and the merger with Stobart Group, and
consequential termination of the investment management agreement, are
conditional on the approval of shareholders.
Net Asset Value and Dividend Policy
As at 30 June 2007, the unaudited net asset value per share due to ordinary
shareholders was 164.71p compared to 169.10p as at 31 December 2006. This
figure fully provides for both the termination of the investment management
agreement and the payment of the performance fee due to the investment manager.
Assuming the investment management agreement were not to be terminated, the NAV
grew to 175.35p as at 30 June 2007 from 169.10p at the 2006 year end on a
like-for-like basis.
It is the Board's intention, following agreement to the above proposals, that
the year end will be changed to 28 February, in line with that of Stobart Group.
Furthermore that dividend payments on Ordinary Shares will be made twice
yearly with an interim and final dividend payable effective October and May
respectively. The Board is today declaring an interim dividend of 2.70p per
Ordinary Share for the 14 month period ending 28 February 2008. This is in
addition to the quarterly dividends already paid on the Ordinary Shares
summarised in note 6.
Following an application to the Royal Court of Guernsey, #99,925,500 was
transferred from the Share Premium account to Distributable Reserves on 22 June
2007.
Westlink Group Limited
In March 2007 the company acquired, for #33.5m, AHC Westlink Limited (formerly
AHC Warehousing Limited), together with some 100 acres of land, 650,000 sq ft of
warehousing and four rail sidings in Widnes from which the company operates.
The acquisition of an established and profitable warehousing and distribution
business is key to the company's growth strategy and provides a number of
development opportunities and operational synergies with the existing operations
based out of the Port of Weston at Runcorn.
Terms have also been agreed to acquire, for #23m, the entire share capital of
O'Connor Group Management Limited (O'Connor Group), a profitable logistics
business with 6 rail sidings on its freehold site of around 40 acres adjacent to
that of AHC Westlink at Widnes. The combination of O'Connor Group and AHC
Westlink will create one of the UK's largest rail freight hubs and, working in
partnership with Halton Borough Council, will comprise the core of the larger
international multi modal freight gateway strategically located in the heart of
the North West and very close to the Company's Port of Weston.
I am pleased to report that encouraging progress is being made at the Port of
Weston where the Company is committed to the development of an inter modal
transport facility providing road, rail, deep sea and inland waterway
connectivity.
The company's rail freight subsidiary, Victa Westlink Rail, is now providing a
rail freight train service offering inter modal customers aggregated load
opportunities between the south-east ports and Scotland in addition to
undertaking ad hoc services. The 75% owned subsidiary has concluded the
purchase of the business of FM Rail from the administrator following the recent
grant to the company of Passenger and Freight Operating Licences by the Office
of Rail Regulation.
Joint Venture Property Investments
The Company's joint venture investments will continue to be realised according
to individual business plans so that returns can be maximised. It is
anticipated that the proceeds from future sales of these investments will be
re-invested into the combined Stobart Group business.
I am particularly delighted with the strong performance shown by the Company's
central London joint venture investments in Mid City Place, High Holborn, London
WC1 and Plantation Place, Fenchurch Street, London EC3. Both have benefited
from the keen demand for good quality, well let investment property in London,
which together with rental growth, has generated performance ahead of original
expectations. The Company's interest in DV3 Mid City Limited has been sold very
recently realising #21.4m and the Company may look to crystallise the
performance already achieved at Plantation Place given the recent cooling in the
wider property market notwithstanding ongoing rental growth in the City.
In addition, the Company has seven other joint venture investments having
acquired, during the period, a 50% stake in a mixed use investment on Tottenham
Court Road, London W1. Post the portfolio disposal, one asset will remain
wholly owned. In addition to Mid City Place and Plantation Place, good progress
is being made with the other investments. The majority of the site in Ware has
now been sold very profitably out of the associated company in which the Company
holds a 47.5% stake. A resolution to grant planning permission, subject to a
Section 106 agreement, for a change of use of the Stoughton Grange site has also
now been granted. The Fund holds a 50% stake in the joint venture company which
acquired the site in January 2007.
Full Year Outlook
The acquisition of and merger with Stobart Group, together with the disposal of
the majority of the wholly owned portfolio and acquisition of O'Connor Group are
significant and exciting steps in the evolution of the Company from a property
investment company into an asset backed, storage, handling and multi modal
logistics business.
I refer you to the Circular and Prospectus for further details of the proposals.
I commend these to you and confirm they will have the Board's full support.
Rodney Baker-Bates
Chairman
14 August 2007
Unaudited Consolidated Income Statement
For the period 1 January 2007 to 30 June 2007
1/01/2007 1/01/2006
to to
30/06/2007 30/06/2006
Unaudited Unaudited
# #
Income
Rent receivable 3,749,075 3,509,723
Storage, handling and transport sales 2,891,125 -
Bank and other interest 1,436,316 96,241
Total Income 8,076,516 3,605,964
Expenses
Interest payable and similar charges, including
distributions on Income Shares 2,755,468 2,596,568
Storage, handling and transport costs 2,726,698 -
Investment Manager's fees 1,643,623 1,083,736
Salaries 1,000,256 -
General expenses 414,451 88,891
Legal and professional fees 351,966 222,217
Property management expenses 341,249 181,862
Administration fee 105,577 76,648
Audit and tax fees 77,092 21,190
Depreciation 59,623 -
Directors' fees 52,233 44,000
Bank charges 12,378 12,122
Total Expenses 9,540,614 4,327,234
Net loss before investment result (1,464,098) (721,270)
Realised gain on sale of investment properties - 21,566
Realised loss on sale of investment (67,345) -
Movement in unrealised gain on revaluation of properties 3,686,973 7,167,605
Movement in unrealised gain on revaluation of investments 9,622,829 16,253,851
Exceptional Investment Manager's termination fee (see note (10,698,400) -
7)
Performance fee (see note 7) (989,911) (5,225,842)
Share of profit of associated company 20,923 -
Profit before taxation 110,971 17,495,910
Taxation (5,290) 3,863
Profit for the half year 105,681 17,499,773
Basic and diluted profit per Ordinary Share 0.11p 31.94p
Dividend per Ordinary Share (see note 6) 4.50p 4.50p
Unaudited Consolidated Balance Sheet
as at 30 June 2007
30/06/2007 31/12/2006
Unaudited Audited
# #
Non-current Assets
Investment properties 143,162,500 139,445,750
Investments in associates and joint ventures 55,061,978 70,612,226
Property, plant and equipment 43,081,419 11,084,111
Other investment 250,000 250,000
Goodwill 5,497,692 3,812,597
247,053,589 225,204,684
Current Assets
Cash and cash equivalents 8,383,101 39,830,507
Debtors 5,959,593 3,292,798
14,342,694 43,123,305
Non-current Assets classified as held for sale 21,431,043 -
Total Assets 282,827,326 268,327,989
Current Liabilities
Creditors 21,439,097 4,209,329
Provisions (see note 7) 10,698,400 -
32,137,497 4,209,329
Non-current Liabilities
Creditors 528,664 9,618,133
Long-term loan 79,462,060 79,399,740
Income Shares 5,191,721 5,177,184
85,182,445 94,195,057
Total Liabilities 117,319,942 98,404,386
Net Assets 165,507,384 169,923,603
Represented by:
Capital and Reserves
Share capital 10,048,665 10,048,665
Share premium - 99,925,500
Distributable 99,925,500 -
reserve
Revaluation 339,885 339,885
reserve
Retained earnings 55,193,334 59,609,553
Issued capital and reserves 165,507,384 169,923,603
Net Asset Value per Ordinary Share 164.71p 169.10p
The unaudited financial statements on pages 6 to 11 were approved at a meeting of the Board of
Directors held on 14 August 2007 and signed on its behalf by:
Tim Chesney, Director
William Kay, Director
Unaudited Consolidated Statement of Changes in Equity
For the period from 1 January 2007 to 30 June 2007
Share Share Distributable Revaluation Retained Reserves
Capital Premium Reserve Reserve Earnings
# # # # # #
Balance at 1 January 10,048,665 99,925,500 - 339,885 59,609,553 169,923,603
2007
Transfer from share - (99,925,500) 99,925,500 - - -
premium (1)
Dividends on Ordinary - - - - (4,521,900) (4,521,900)
Shares
Profit attributable to - - 105,681
equity holders
- - 105,681
Balance at 30 June 2007 10,048,665 - 99,925,500 339,885 55,193,334 165,507,384
Share Share Distributable Revaluation Retained Reserves
Capital Premium Reserve Reserve Earnings
# # # # # #
Balance at 1 January 5,173,462 39,698,503 - - 20,823,413 65,695,378
2006
Issue of Ordinary 4,875,203 - 65,102,200
Shares,
60,226,997 - -
net of issue costs
Dividends on Ordinary - - - - (3,990,561) (3,990,561)
Shares
Profit attributable to - - - - 42,776,701 42,776,701
equity holders
Revaluation of land and - - - 339,885 - 339,885
buildings
Balance at 31 December 10,048,665 99,925,500 - 339,885 59,609,553 169,923,603
2006
(1) Following an application to the Royal Court of Guernsey, #99,925,500 was transferred from Share
Premium account to Distributable Reserves on 22 June 2007.
Unaudited Consolidated Cash Flow Statement
For the period from 1 January 2007 to 30 June 2007
1/01/2007 1/01/2006
to to
30/06/2007 30/06/2006
Unaudited Unaudited
# #
Operating Activities
Rent received 3,623,881 3,540,530
Interest received 1,350,366 77,086
Storage and handling sales 2,891,125 -
Expenses paid (4,246,637) (1,798,792)
Storage and handling costs (2,726,698) -
Interest paid and similar charges, including
distributions on Income Shares (2,687,784) (2,423,064)
Net cash outflow from operating activities (1,795,747) (604,240)
Investing Activities
Purchase of investments - (19,948,734)
Acquisition of subsidiary (see note 9) (12,709,289) -
Acquisition of subsidiary - cash acquired (see note 9) 5,709,399 -
Net loans repaid by (advanced to) investments 3,831,766 (2,106,220)
Purchase of properties (29,777) (9,268,692)
Sales of properties - 8,621,566
Property, plant and equipment acquired (23,458,346) -
Sale of fixed assets 19,188 -
Net cash outflow from investing activities (26,637,059) (22,702,080)
Financing Activities
Issue of Ordinary Shares - 6,725,499
Issue costs paid on issuance of Ordinary Shares - (226,325)
Dividends paid on Ordinary Shares (3,014,600) (1,629,640)
Draw down of long term loan - 16,500,000
Additional loan issue costs - (192,131)
Net cash (outflow)/inflow from financing activities (3,014,600) 21,177,403
Decrease in cash and cash equivalents (31,447,406) (2,128,917)
Cash and cash equivalents at 1 January 39,830,507 6,395,313
Cash and cash equivalents at 30 June 8,383,101 4,266,396
Notes to the Unaudited Financial Statements
For the period from 1 January 2007 to 30 June 2007
1. The results for the six-month period, which are not statutory accounts
and have not been audited, have been prepared on the same basis as set out in
the audited accounts for the year ended 31 December 2006.
2. The results for the year ended 31 December 2006 constitute
non-statutory accounts extracted from the statutory accounts for that period on
which the auditors gave an unqualified report.
3. All turnover and operating profit arose from continuing operations.
4. Basic and diluted profit per Ordinary Share is based on profit
attributable to equity holders for the period and on 100,486,657 Ordinary Shares
(30 June 2006 - 54,792,969), being the weighted average number of equivalent
Ordinary Shares in issue.
5. Distributions payable on Income Shares:
1/01/2007 1/01/2006
No. of Rate to Rate to
Income pence 30/06/2007 pence 30/06/2006
Shares 2007 # 2006 #
First interim distribution 5,271,678 2.00 105,434 2.00 105,434
paid 3 May 2007
(declared March 2007)
Second interim 5,271,678 2.00 105,434 2.00 105,434
distribution
paid 20 July 2007
(declared June 2007)
210,868 210,868
6. Dividends payable on Ordinary Shares:
1/01/2007 1/01/2006
No. of Rate to Rate to
Ordinary pence 30/06/2007 pence 30/06/2006
Shares 2007 # 2006 #
Final dividend for 2006 100,486,657 1.50 1,507,300 1.50 776,019
paid 24 January 2007 (2006 -
51,734,625)
(declared December 2006)
First interim dividend 100,486,657 1.50 1,507,300 1.50 853,621
paid 3 May 2007 (2006 -
51,734,625)
(declared March 2007)
Second interim dividend 100,486,657 1.50 1,507,300 1.50 853,621
paid 20 July 2007 (2006 -
51,734,625)
(declared June 2007)
4,521,900 2,483,261
7. A performance fee of #989,911 is due to Assura Fund Management LLP,
the Investment Manager, for the half year to 30 June 2007 (#5,225,842 for the
half year to 30 June 2006). In addition to this, a termination fee has been
calculated and provided for at #10,698,400 as at 30 June 2007 in accordance with
the contractual arrangements with the Investment Manager whose contract is to be
terminated. Upon termination the accrued performance fee of #10.6m will become
payable by way of new shares issued. The termination fee will be payable in
cash.
Messrs R. Burrell and N. Rawlings, who are members of the Investment Committee
of the Company, are Chief Executive Officer and Chief Financial Officer
respectively, and also hold shares in Assura Group Limited, the ultimate holding
company of Assura Fund Management LLP.
8. The figures for investment properties at 30 June 2007 and 31 December
2006 are based on valuations determined by Knight Frank.
9. Acquisition of AHC Westlink Limited (formerly AHC Warehousing Limited) and
related companies
#
Consideration paid 12,500,000
Cost of acquisition 209,289
12,709,289
Net assets acquired 11,449,066
Cash acquired at date of acquisition 5,709,399
Simultaneously the Company acquired land and buildings used by AHC Westlink
Limited for #19,000,000 plus associated costs including SDLT.
The total cost of the acquisition of AHC and land and buildings used by AHC was
#33.5m.
The above acquisition has been accounted for as an acquisition in accordance
with IFRS3. The acquisition balance sheet has been adjusted to reflect
provisional fair values.
10. A copy of this statement has been sent to every shareholder. Further copies
are available from the Company's registered office.
11. The interim financial statements were approved at a meeting of the Board
of Directors held on 14 August 2007.
Management and Administration
Directors: Rodney Baker-Bates
Tim Chesney
William Kay
Iain Stokes
Nick Watts (appointed 1 February
2007)
Investment Committee: Richard Burrell
Nigel Rawlings
Ben Browne-Clayton
Philip Gadsden
Nick Montgomery
Andrew Bird
Registered Office: Suite 4
Albert House
South Esplanade
St. Peter Port
Guernsey
Channel Islands
GY1 3TX
Investment Manager: Assura Fund Management LLP
Regus House
Herons Way
Chester Business Park
Chester
CH4 9QR
Investment Advisers to Invista Real Estate Investment Management Ltd
The Investment Manager: (formerly Insight Investment Management Limited)
Exchequer Court
33 St. Mary Axe
London
EC3A 8AA
Barlows Asset Management
Limited
Chepstow House
Dee Hills Park
Chester
CH3 5AR
Administrator and Assura Administration Limited
Secretary:
PO Box 327
Suite 4
Albert House
South Esplanade
St. Peter Port
Guernsey
Channel Islands
GY1 3TX
Channel Islands Cenkos Channel Islands Limited
Sponsor: Suite F1
Hirzel Court
St Peter Port
Guernsey
Channel Islands
GY1 4JG
Auditors: Ernst & Young LLP
14 New Street
St. Peter Port
Guernsey
Channel Islands
GY1 4AF
Independent Property Knight Frank LLP
Valuer: 20 Hanover Square
London
W1S 1HZ
Principal Bankers: Bradford & Bingley PLC
Croft Road
Crossflatts
Bingley
West Yorkshire
BD16 2UA
Legal Advisers: Carey Olsen
7 New Street
St. Peter Port
Guernsey
Channel Islands
GY1 4BZ
Stockbroker: Cenkos Securities Limited
6.7.8 Tokenhouse Yard
London
EC2R 7AS
This information is provided by RNS
The company news service from the London Stock Exchange
END
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