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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Axa Property Trust Limited | LSE:APT | London | Ordinary Share | GG00BHXH0C87 | ORD NPV |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 31.75 | 31.00 | 32.50 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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AXA Property Trust Limited
To Company Announcements
Date 31 October 2018
Company AXA Property Trust Limited
Subject Unaudited Consolidated Financial Statements
Following the announcement made by the Company on 19th October 2018, the
Directors are pleased to present the Unaudited Financial Statements for the
year ending 30 June 2018, together with abbreviated notes to the financial
statements. Audited financial statements will be presented following the
completion of the Company's annual audit for the same period. This will include
additional information and may require financial adjustments in order to show a
true and fair view.
Key Financial Information (Unaudited)
As at 30 June 2018
* Sterling currency Net Asset Value ("NAV") was GBP10.7 million (30 June 2017:
GBP15.7 million)
* NAV was 45.68 pence per share (30 June 2017: 66.94 pence)
* Share price1 was 38.40 pence per share (30 June 2017: 61.25 pence)
For the year ended 30 June 2018
* Loss was 21.16 pence per share (year ended 30 June 2017: loss was 1.92
pence per share), principally arising from the change in value of the
Company's remaining property asset
* No dividends were paid relating to the year
* No redemption of shares were made during the year (year ended 30 June 2017:
GBP24.0 million)
Performance Summary (Unaudited)
Year ended Year ended % change
30 June 2018 30 June 2017
NAV (GBP000s) 10,690 15,665 (31.8)%
NAV per share 45.68p 66.94p (31.8)%
Loss per share (21.16)p (1.92)p 533.3%
Share redemptions paid nil GBP24.0m (100)%
Share price1 38.40p 61.25p (37.3)%
Share price discount to NAV 15.9% 8.5% 87.5%
Total assets less current 10,899 16,164 (32.6)%
liabilities (GBP000s)
The 2018 NAV is presented without any deduction of redemption payments.
Total annual return Year ended Year ended
30 June 2018 30 June 2017
NAV Total Return2 (37.3)% 2.5%
Share price Total Return
- AXA Property Trust (15.6)% 23.0%
- FTSE All Share Index 9.0% 18.1%
- FTSE Real Estate Investment 9.8% 9.2%
Trust Index
Past performance is not a guide to future performance.
1 Mid-market share price (source: Stifel Nicolaus Europe Limited).
2 On a pro-forma basis which includes adjustments to add back any prior NAV
reductions from share redemptions.
Source: AXA Investment Managers UK Limited and Stifel Nicolaus Europe Limited
Property Portfolio at 30 June 2018
Investment Country Sector Net Yield on
Valuation1
Curno, Bergamo Italy Leisure 16.31%
1 Source - external independent valuers to the Company, Knight Frank LLP.
Consolidated Income Statement
For the year ended 30 June 2018 (Unaudited)
For the year For the year
ended ended
30 June 2018 30 June 2017
Notes GBP000s GBP000s
Gross rental income 2 1,312 1,704
Service charge income - 127
Property operating expenses (143) (251)
Net rental and related income 1,169 1,580
Valuation loss on investment properties 7 (4,527) (781)
Impairment of financial assets - (589)
General and administrative expenses 3 (741) (929)
Operating loss (4,099) (719)
Net gain on financial instruments - 55
Share in loss of a joint venture 8 (127) (40)
Net finance cost 4 (14) (151)
Loss before tax (4,240) (855)
Income tax expense 12 (711) (67)
Loss for the year (4,951) (922)
Basic and diluted loss per ordinary share 5 (21.16) (1.92)
(pence)
The accompanying notes on the following pages form an integral part of these
unaudited Financial Statements
Consolidated Statement of Changes in Equity
For the year ended 30 June 2018 (Unaudited)
Revenue Distributable Foreign Total
reserve reserve currency
reserve
GBP000s GBP000s GBP000s GBP000s
Balance at 1 July 2017 (41,411) 44,853 12,223 15,665
Loss for the year (4,951) - - (4,951)
Other comprehensive loss - - (24) (24)
Balance at 30 June 2018 (46,362) 44,853 12,199 10,690
For the year ended 30 June 2017 (Audited)
Revenue Distributable Foreign Total
reserve reserve currency
reserve
GBP000s GBP000s GBP000s GBP000s
Balance at 1 July 2016 (40,489) 68,856 10,327 38,694
Share redemptions - (24,003) - (24,003)
Loss for the year (922) - - (922)
Other comprehensive income - - 1,896 1,896
Balance at 30 June 2017 (41,411) 44,853 12,223 15,665
The accompanying notes on the following pages form an integral part of these
unaudited Financial Statements
Consolidated Statement of Financial Position
For the year ended 30 June 2018 (Unaudited)
30 June 2018 30 June
2017
Notes GBP000s GBP000s
Non-current assets
Investment properties 7 7,871 12,310
Current assets
Cash and cash equivalents 3,406 3,846
Trade and other receivables 9 370 788
Investment in joint venture 8 165 642
Total assets 11,812 17,586
Current liabilities
Trade and other payables 10 913 1,422
Non-current
liabilities
Provisions 11 209 499
Total liabilities 1,122 1,921
Net assets 10,690 15,665
Reserves 10,690 15,665
Total equity 10,690 15,665
Number of ordinary shares 13 23,402,881 23,402,881
Net asset value per ordinary share (pence) 14 45.68 66.94
The accompanying notes on the following pages form an integral part of these
unaudited Financial Statements
Consolidated Statement of Cash Flows
For the year ended 30 June 2018 (Unaudited)
Year ended Year ended
30 June 30 June
2018 2017
Notes GBP000s GBP000s
Operating activities
Loss before tax (4,240) (855)
Adjustments for:
Loss on valuation and disposals of a 4,527 1,370
subsidiary and investment properties
Shares in loss of joint venture 8 127 40
Gain on financial instruments - (55)
Decrease in trade and other 443 305
receivables
Decrease in provisions (290) (754)
Decrease in trade and other payables (301) (417)
Net finance cost 4 14 151
Net cash generated from/(used in) operations 280 (215)
Interest income received - 97
Interest paid (14) (334)
Tax (paid)/received (944) 44
Net cash outflow from operating activities (678) (408)
Investing activities
Investment in joint ventures 400 -
Repayments of joint ventures loan - 8,383
Proceeds from disposals of a 7 - 25,362
subsidiary and investment properties
Net cash inflow from investing activities 400 33,745
Financing activities
Redemption of shares 13 - (24,003)
Bank loan facility repaid - (15,018)
Decrease in derivative financial - (11)
liabilities
Net cash used in financing activities - (39,032)
Effects of exchange rate fluctuations (162) 735
Decrease in cash and cash equivalents (440) (4,960)
Cash and cash equivalents at start of 3,846 8,806
the year
Cash and cash equivalents at the year end 3,406 3,846
The accompanying notes on the following pages form an integral part of these
unaudited Financial Statements
Notes to the Consolidated Financial Statements
For the year ended 30 June 2018 (Unaudited)
1. Operations
AXA Property Trust Limited (the "Company") is a limited liability, closed-ended
investment company incorporated in Guernsey. Under its original investment
objectives the Company invested in commercial properties in Europe which were
held through its subsidiaries. Following shareholder approval in 2013 the
Company's investment objectives changed to a managed wind-down, with the
realisation of assets in a prudent manner and the repatriation of sales
proceeds to shareholders. The Unaudited Consolidated Financial Statements (the
"Financial Statements") of the Company for the year ended 30 June 2018 comprise
the Financial Statements of the Company and its subsidiaries (together referred
to as the "Group").
2. Gross rental income
Gross rental income for the year ended 30 June 2018 amounted to GBP1.31 million
(30 June 2017: GBP1.70 million). The Group leases out its investment property
under an operating lease which is structured in accordance with local practices
in Italy. The lease benefits from indexation.
Minimum Lease Payments (based on leases in place as at 30 June 2018)
30 June 2018 30 June 2017
GBP000s GBP000s
0-1 year 1,284 1,277
1-5 years 6,420 6,385
5 + years 616 1,892
3. General and administrative expenses
30 June 2018 30 June 2017
GBP000s GBP000s
Administration fees (173) (188)
General expenses (257) (621)
Audit fees (181) (142)
Legal and professional fees (33) (160)
Directors' fees (74) (74)
Insurance fees (62) (64)
Liquidation costs 36 17
Sponsor's fees (25) (25)
Investment management fees (282) (255)
Performance fee 310 583
Total (741) (929)
Each of the Directors receives a fee of GBP13,500 (30 June 2017: GBP13,500) and the
Chairman receives a fee of GBP18,000 (30 June 2017: GBP18,000). The aggregate
remuneration and benefits in kind of the Directors in respect of the Company's
year ended 30 June 2018 amounted to GBP58,500 (30 June 2017: GBP63,012) in respect
of the Company and GBP73,827 (30 June 2017: GBP74,282) in respect of the Group.
Investment management fees for the year ending 30 June 2018 include adjustments
from previous years.
4. Net finance cost
30 June 2018 30 June 2017
GBP000s GBP000s
Interest loss from bank deposits (14) (49)
Interest income from JV partners - 97
Finance costs - (199)
Total (14) (151)
5. Basic and diluted loss per Share
The basic and diluted loss per share for the Group is based on the net loss for
the year of GBP4.95 million (30 June 2017: net loss of GBP0.92 million) and the
weighted average number of Ordinary Shares in issue during the year of
24,402,881 (30 June 2017: 48,025,516).
6. Dividends
The Company has suspended dividends from June 2012 in order to prudently manage
its cash and debt positions. No dividends were declared or paid during 2015,
2016, 2017 and 2018.
7. Investment properties
30 June 2018 30 June 2017
GBP000s GBP000s
Fair value of investment properties at beginning of 12,310 37,023
year
Opening fair value of assets sold during the year - (24,724)
Fair value (4,527) (781)
adjustments
Foreign exchange translation 88 792
Fair value of investment properties at the end of 7,871 12,310
the year
The remaining property held by the Company has been valued on the basis of fair
value.
In accordance with IFRS accounting standards, the valuation attributed to the
property in Curno is before any allowance or deduction of capital gains tax due
on sale. The extent of these taxes will depend upon whether the asset is sold
directly, in which case full capital gains tax on the chargeable gain is due,
or within the existing corporate structure, in which case the extent of the net
price adjustment will depend upon commercial negotiations between the Company
and the buyer. In either case it is expected the impact will be a reduction in
net proceeds.
8. Investment in joint venture
The Group holds a 50% joint venture interest in the equity of the Italian joint
venture Property Trust Agnadello S.r.l. which held a logistics warehouse in
Agnadello, Italy. In 2017, the property was sold. The remaining 50% equity
interest is held by European Added Value Fund S.à r.l., a subsidiary of
European Added Value Fund Limited.
The Group's interest in Property Trust Agnadello S.r.l. is accounted for using
the equity method in the Financial Statements, which approximates the lower of
its carrying amount and its fair value less cost to sell.
The following table summarises the financial information of Property Trust
Agnadello S.r.l. which also reconciles the summarised financial information to
the carrying amount of the Group's interest in the joint venture:
Summarised Consolidated Statement of Financial Position
30 June 2018 30 June 2017
GBP000s GBP000s
Current assets 431 1,322
Current liabilities (102) (38)
Net assets (100%) 329 1,284
Group's share of net assets 50% 50%
Group's share of net assets 165 642
Loan balances due to joint venture partners - -
Carrying amount of interest in joint venture 165 642
Summarised Consolidated Income Statement
30 June 2018 30 June 2017
GBP000s GBP000s
Net rental and related (expense)/income (2) 568
Loss on disposals of investment properties - (387)
Total administrative and other expenses (251) (180)
Financial expenses - (202)
Loss before (253) (201)
tax
Income tax gain - 121
Loss for the (253) (80)
year
Group's share of loss for the year (127) (40)
Summarised Consolidated Statement of Comprehensive Income
30 June 2018 30 June 2017
GBP000s GBP000s
Loss for the (253) (80)
year
Total comprehensive loss for the year (253) (80)
Group's share of loss for the year (127) (40)
9. Trade and other receivables
30 June 2018 30 June 2017
GBP000s GBP000s
Other 250 681
receivables
VAT receivable 84 59
Rent 11 14
receivable
Prepayments 25 34
Total 370 788
The carrying values of trade and other receivables are considered to be
approximately equal to their fair value.
Rent receivable is non-interest bearing and typically due within 30 days.
10. Trade and other payables
30 June 2018 30 June 2017
GBP000s GBP000s
Investment manager's fee - 111
Tax payable (income, transfer, capital and other) 424 632
Legal and professional fees 13 29
Audit fee 124 221
Other 352 429
Total 913 1,422
Trade and other payables are non-interest bearing and are normally settled on
30-day terms.
The carrying values of trade and other payables are considered to be
approximately equal to their fair value.
11. Provisions
30 June 2018 30 June 2017
GBP000s GBP000s
Non-current
Provision for performance fees - 310
Provision for wind-down costs 153 189
Other 56 -
provisions
Total 209 499
The variation of the provisions for performance fees and wind-down costs are
included in the general and administrative expenses, in which wind-down costs
are disclosed as "Liquidation costs" (see note 3).
12. Taxation
30 June 2018 30 June 2017
GBP000s GBP000s
Effect of:
Current tax
Luxembourg (550) (1)
Italy (161) (188)
Germany - (152)
Total current (711) (341)
tax
Deferred tax
Investment property - 274
Total deferred - 274
tax
Tax charge during the year (711) (67)
The Parent Company is exempt from Guernsey taxation.
13. Share capital
30 June 2018 30 June 2017
Number of Share Premium Number of Share
shares GBP000s shares Premium
GBP000s
Shares of no par values issued and 23,402,881 100,000 23,402,881 100,000
fully paid
Capital management
The Company's capital is represented by the Ordinary Shares, revaluation
reserves, revenue reserves, hedging reserves, distributable reserves and
foreign exchange reserves. The share premium is included in the distributable
reserve presented in the Consolidated Statement of Changes in Equity. The
capital of the Company is managed in accordance with its investment policy in
pursuit of its investment objective. It is not subject to externally imposed
capital requirements. The Ordinary shares carry rights regarding dividends,
voting, winding-up and redemptions which are detailed in full in the Company's
Memorandum and Articles of Incorporation.
The Company was authorised at the Annual General Meeting ("AGM") on 8 December
2017 to make market purchases of up to 14.99% of its Ordinary Shares until the
conclusion of the next AGM or 31 December 2018, whichever is earlier. Purchases
would only be made at prices below the prevailing Net Asset Value of the shares
where the Directors believe such purchases would enhance shareholder value. In
the Prospectus (issued by the Company on 18 April 2005), the Directors stated
their intention to seek annual renewal of this authority. Share buy backs are
at the discretion of the Board.
Additionally, pursuant to the AGM which took place on 2 December 2016 ("2016
AGM"), the Directors shall not apply and shall be excluded in relation to the
issue of up to an aggregate number of Ordinary Shares as represents less than
10 per cent. of the number of Ordinary Shares admitted to trading on the London
Stock Exchange.
The following redemptions of shares have been done under the mechanism for the
Redemption of Shares as approved at the EGM held on 27 February 2014:
Redemption Capital Shares
date Returned cancelled
19-Mar-14 1,999,957 3,641,580
09-Apr-14 2,099,903 3,823,572
30-Oct-14 1,999,547 3,688,894
14-May-15 1,799,022 3,181,296
20-Jul-15 5,197,083 9,725,084
06-Jan-16 10,996,174 18,382,104
17-Feb-17 18,400,902 25,771,573
23-Jun-17 5,602,290 8,403,016
48,084,878 76,597,199
14. Net asset value per ordinary share
The Net Asset Value per Ordinary Share at 30 June 2018 is based on the net
assets attributable to the ordinary shareholders of GBP10,69 million (30 June
2017: GBP15.67 million ) and on 23,402,881 (30 June 2017: 23,402,881) ordinary
shares in issue at the Consolidated Statement of Financial Position date.
15. Related party transactions
The Directors are responsible for the determination of the Company's investment
objective and policy and have overall responsibility for the Group's activities
including the review of investment activity and performance.
Mr Hunter, Chairman of the Company is also a Director of the Company's
subsidiaries, Property Trust Luxembourg 1 S.à r.l., Property Trust Luxembourg 2
S.à r.l. and Property Trust Luxembourg 3 S.à r.l. and was able to control the
investment policy of the Luxembourg subsidiaries to ensure it conforms with the
investment policy of the Company.
Mr Lawson, a Director of the Company is also Chairman of Northern Trust
(Guernsey) Limited, the Company's bankers and member of the same group as the
Administrator and Secretary. The total charge to the Consolidated Income
Statement during the year in respect of Northern Trust administration fees was
GBP145,000 (30 June 2017: GBP145,000) of which GBPnil (30 June 2017: GBPnil) remained
payable at the year end.
Under the Investment Management Agreement, fees are payable to the Investment
Manager, Real Estate Adviser and other entities within the AXA Group. These
entities are involved in the planning and direction of the Company and Group,
as well as controlling aspects of their day to day activity, subject to the
overall supervision of the Directors. During the period, fees of GBP0.24 million
(30 June 2017: GBP0.25 million) were expensed to the Consolidated Income
Statement. No transaction fees were expensed in 2018 (30 June 2017: GBP0.09
million). During the year, a provision for the performance fee was reversed/
(increased) by GBP0.31 million (30 June 2017: GBP0.58 million). The amount had been
provided under the terms of the Investment Management Agreement.
All the above transactions were undertaken at arm's-length.
16. Commitments
As at 30 June 2018 the Company has no commitments.
17. Subsequent events
These Financial Statements were approved for issuance by the Board on 31
October 2018.
In August 2018 the Board issued a Shareholder Circular ("the Circular") with
proposals and recommendations to:
1. put the Company into voluntarily liquidation in accordance with
the Companies Law,
2. appoint Linda Johnson and Ashley Paxton of KPMG Channel Islands
Limited as Liquidators, and
3. cancel the admission of its shares to the Official List of the UK
Listing Authority and to trading on the Main Market of the London Stock
Exchange (the "Proposals").
The decision to recommend the voluntary liquidation of the Company followed
the managed wind-down of the Company which was approved by Shareholders in
2013 through a change in its investment policy and objective with the intention
of realising all remaining assets and returning the proceeds to the
shareholders in an orderly manner. As a result, there is now only one asset
remaining in the portfolio, the property in Curno, Italy. As the managed
wind-down has reached an advanced stage, plans for the final winding-up and
liquidation were confirmed in an announcement on 22 June 2018 and were
subsequently set out in detail in the Circular.
The Circular included a review of the Company's operating cost structure having
regard to the uncertain prospects of achieving a sale of the Curno property and
the reducing rental income. As a result of this analysis the Board considered there were significant cost savings that would be achieved. It was also explained within the Circular that no financial statements of the Company or updated NAV would be prepared for the financial year ended 30 June 2018 or subsequent years once the liquidation was approved. This was re-confirmed on 30 August 2018 when the Company released unaudited financial information for the period ending 30 June 2018. In expectation of the Proposals being approved, the existing auditor to the Company, KPMG Channel Islands Limited, gave notice of their resignation, contingent upon the Proposals being passed by letter dated 5 July 2018. An EGM was scheduled for 7 September 2018, at which shareholders were due to vote on the Proposals. The EGM took place as scheduled, but it was adjourned until 21 September 2018 following the attendance of representatives of shareholders accounting for approximately 30% of the voting rights who expressed their intention to vote against the Proposals, which required 75% approval of those voting in order to be passed. The Adjourned EGM took place on 21 September 2018. However, the Proposals were not approved. A single shareholder came to hold a 29.8% interest in the Company prior to the Adjourned EGM. At the Adjourned EGM, the Proposals were supported by shareholders representing 38.3% of the issued shares of the Company, amounting to 56.2% of those voting at the Adjourned EGM. However, the shareholder holding shares representing 29.8% of the Company voted against the Proposals and effectively blocked them as a 75% majority was required. The Directors have consulted with the shareholder who voted against the Proposals. As indicated in the Company's announcement issued on 5 October 2018, the shareholder has indicated a wish to present an alternative plan for the continuation of the Company with a different investment policy and objective. The Directors note that any proposal to amend the investment policy and objective of the Company would require shareholder approval. The Directors believe that such a potential proposal, if put forward, would be a significant change from the Company's current investment policy and objective, which was approved by more than 75% of those Shareholders voting at the EGM in October 2013 and which remains in place. The Board therefore remains committed to continue with the Company's current realisation strategy, in particular with respect to the lease negotiations at Curno and the property's subsequent disposal. The Company will also continue to make distributions at the earliest opportunity. At the same time and in view of the fact that plans for the significant cost savings identified in the Circular have been affected whilst the Company remains listed, the Board and its advisors will continue to review the Company's ongoing operating cost structure to identify and implement expense reductions where possible. Corporate Information Directors (All non-executive) C. J. Hunter (Chairman) G. J. Farrell S. C. Monier S. J. Lawson Registered Office PO Box 255 Trafalgar Court Les Banques St Peter Port Guernsey GY1 3QL Channel Islands Investment Manager AXA Investment Managers UK Limited 7 Newgate Street London EC1A 7NX United Kingdom Real Estate Adviser AXA Real Estate Investment Managers UK Limited 155 Bishopsgate London EC2M 3XJ United Kingdom Sponsor and Broker Stifel Nicolaus Europe Limited 150 Cheapside London EC2V 6ET United Kingdom Administrator and Secretary Northern Trust International Fund Administration Services (Guernsey) Limited PO Box 255 Trafalgar Court Les Banques St Peter Port Guernsey GY1 3QL Channel Islands Registrar Computershare Investor Services (Guernsey) Limited 1st Floor Tudor House Le Bordage St Peter Port Guernsey GY1 1DB Channel Islands Independent Auditor KPMG Channel Islands Limited Glategny Court, Glategny Esplanade St Peter Port Guernsey GY1 1WR Channel Islands END
(END) Dow Jones Newswires
October 31, 2018 08:29 ET (12:29 GMT)
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