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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Reg Reit Zdp | LSE:RGLZ | London | Ordinary Share | GB00BH4TCL65 | ZDP SHS 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 130.50 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMRGLZ
RNS Number : 5123I
Regional REIT ZDP PLC
22 March 2018
REGIONAL REIT ZDP PLC
PRELIMINARY RESULTS FOR THE PERIOD FROM 1 OCTOBER 2016 TO 31 DECEMBER 2017
Regional REIT ZDP Plc (the "Company") formerly known as Conygar ZDP Plc, announces its preliminary results for the period from 1 October 2016 to 31 December 2017.
Enquiries:
Regional REIT Limited Press enquiries through Headland PR Toscafund Asset Management LLP Tel: +44 (0) 20 7845 6100 Investment Manager to the Group Adam Dickinson, Investor Relations, Regional REIT Limited London & Scottish Investments Limited Tel: +44 (0) 141 248 4155 Asset Manager to the Group Stephen Inglis Headland PR Consultancy LLP Tel: +44 (0) 20 3805 4822 Financial PR Jack Gault
CHAIRMAN'S STATEMENT
I am pleased to present the Annual Report and Accounts for the period from 1 October 2016 to 31 December 2017 for Regional REIT ZDP Plc (the "Company") formerly known as Conygar ZDP Plc.
The Company is a wholly-owned subsidiary of Regional Commercial Midco Limited ("Midco"), a company incorporated in Jersey, which in turn is a wholly-owned subsidiary of Regional REIT Limited ("Regional REIT"), a Guernsey incorporated company.
On 24 March 2017, the Company extended its accounting reference date from 30 September to 31 December to match the reporting dates of other entities in the Regional REIT group ("Group"). It is as a result of this change of accounting date that the Company is preparing and releasing this report for the period from 1 October 2016 to 31 December 2017.
The Group is subject to a number of operational restrictions and financial covenants which your Board regularly monitors. I am pleased to say that thus far, the Company has comfortably met all covenants and the outlook remains positive.
In view of the close association between the Company and the Group, I would recommend that shareholders read the Regional REIT's annual report, which will be published on 5 April 2018 and made available on http://www.regionalreit.com/investors/annual-reports.
William D Eason
Chairman
21 March 2018
STRATEGIC REPORT
This Annual Report and Accounts should be read in conjunction with the Annual Report and Accounts of Regional REIT.
The Strategic Report has been prepared in accordance with Section 414A of the Companies Act 2006 (the "Act"). Its purpose is to inform members of the Company and help them understand how the Directors have performed their duty under Section 172 of the Act.
The Company, incorporated and registered on 28 November 2013 in England & Wales, has a capital structure comprising unlisted ordinary shares ("Ordinary Shares") and listed zero dividend preference shares ("ZDP Shares").
The Company's principal investment objective is to provide the holders of the ZDP Shares with a predetermined final capital entitlement ("ZDP Capital Entitlement"). The Company was incorporated to be the issuer of the ZDP Shares, which are quoted on the London Stock Exchange (LSE: RGLZ).
On the scheduled repayment date, 9 January 2019, the ZDP Shareholders are entitled to receive a final capital entitlement of 132.9 pence per ZDP Share. This is an amount equal to 100 pence per share increased daily at an equivalent annual rate of 5.5% for the period 10 January 2014 to 23 March 2017; for the period 24 March 2017 until 9 January 2019, the ZDP Share equivalent annual rate is 6.5% per annum.
Principal Risks and Uncertainties
Due to the Company's dependency on the Group, the principal risk the Company faces is that Midco will not have sufficient resources to meet the capital entitlement due to the ZDP shareholders. The Directors are satisfied that this risk is mitigated by the contribution agreement that was entered into by the Company and The Conygar Investment Company PLC on 7 January 2014 (the "Contribution Agreement"), and subsequently novated to Midco on 24 March 2017. This agreement includes a guarantee by Regional REIT of all present and future obligations of Midco under the Contribution Agreement.
Strategic risks are risks arising from an inappropriate strategy or through flawed execution of a strategy. By definition, strategies tend to be longer term than most other risks. Strategic risks identified include global or national events, regulatory and legal changes and market or sector changes. We are content that the Company has the right approach towards strategy and are confident that we have a sufficiently high calibre of Directors and other resources to manage strategic risks.
Current and future developments
The Company intends to repay the ZDP Shareholders on the scheduled repayment date of 9 January 2019.
External service providers
Administrative functions are contracted to external service providers. However, the Directors retain responsibility for exercising overall control and supervision of these external service providers.
Position of the Company and Group covenants as at 31 December 2017
Whilst the Company had made a loss for the period, as at 31 December 2017, the Company maintained a positive balance sheet position and the financing arrangements were performing as envisaged in the listing prospectus of January 2014. The Group comfortably met all of the conditions and obligations under the various arrangements. These conditions are tested when appropriate, no breaches have occurred at any point since Midco acquired the ordinary shares in issue on 24 March 2017. The definitions and conditions of issue are set out in the listing prospectus, a copy of which is available on the Group's website at www.regionalreit.com.
As at 31 December 2017, the two primary Group covenants, which are considered to be the Company's key performance indicators, were:
1. Cover Test (not less than 3.5x) - Test met at relevant times
Cover Test: Means the ratio of the Net Asset Value of the Group plus the accrued Capital Entitlement to the ZDP Capital Entitlement must not be less than 3.5 times.
2. Investment Property Cover Test (not less than 2.5x) - Test met at relevant times
Investment Property Cover Test: Means the ratio of the aggregate value of the Group's investment properties plus cash and cash equivalents of any marketable securities to the ZDP Capital Entitlement must not be less than 2.5 times.
Employees, environmental, human rights and community issues
The Board recognises the requirement under Section 414C of the Companies Act 2006 to detail information about employees, human rights and community issues, including information about any policies it had in relation to these matters and the effectiveness of these policies.
The Company has no greenhouse gas emissions to report from its operations, nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013.
The Company has no employees and the Board is comprised entirely of non-executive Directors who are also directors of Regional REIT. The Company itself has no environmental, human rights or community policies. However in carrying out its activities in relation with its suppliers, by way of the Group, the Company aims to conduct itself responsibly, ethically and fairly.
There are no other relevant matters to disclose.
On behalf of the Board
William D Eason
21 March 2018
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial period. Under that law they have elected to prepare the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS").
The financial statements are required by law and IFRS as adopted by the EU to present fairly the financial position and performance of the company. The Companies Act 2006 provides in relation to such financial statements that references in the relevant part of that Act to financial statements giving a true and fair view are references to their achieving a fair presentation.
Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to:
-- properly select and apply accounting policies;
-- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
-- provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and
-- make an assessment of the Company's ability to continue as a going concern.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
Responsibility statement
We confirm to the best of our knowledge that:
-- the financial statements, prepared in accordance with IFRS, give a true and fair view of the assets, liabilities, financial position and loss of the Company;
-- the strategic report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that they face; and
-- the Annual Report, taken as a whole, includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties.
This responsibility statement was approved by the Board of Directors on 21 March 2018 and was signed on behalf of the Board.
Statement of Comprehensive Income
For the period from 1 October 2016 to 31 December 2017
Hot Features
Premium
Period Year
ended ended
31 December 30 September
2017 2016
Note GBP'000 GBP'000
Administrative expenses 3 (71) (22)
------------- --------------
Operating loss (22)
Finance costs 4 (2,837) (1,944)
------------- --------------
Loss before taxation (2,908) (1,966)
Taxation - -
------------- --------------
Total comprehensive loss
for the period (2,908) (1,966)
============= ==============
Basic and diluted earnings
per share 7 (5,815)p (3,932)p
============= ==============
All of the activities of the Company are classed as continuing.
The notes below form an integral part of these financial statements.
Statement of Financial Position
At 31 December 2017
31 December 30 September
2017 2016
Note GBP'000 GBP'000
Non-current assets
Amounts due from Midco 5 37,324 34,465
--------------- -----------------------
Total assets 37,324 34,465
Current liabilities
Accrued administrative costs (22) -
Non-current liabilities
Zero dividend preference shares 6 (37,252) (34,415)
Total liabilities (37,274) (34,415)
Net assets 50 50
=============== =======================
Equity
Share capital 8 50 50
Capital contribution 8,041 5,133
Retained earnings (8,041) (5,133)
--------------- -----------------------
Total equity 50 50
=============== =======================
The notes below form an integral part of these financial statements.
The financial statements were approved by the Board and authorised for issue on 21 March 2018 and signed on its behalf by W Eason.
Statement of Changes in Equity
For the period from 1 October 2016 to 31 December 2017
Share Capital Contribution Retained
Capital Earnings Total
GBP'000 GBP'000 GBP'000 GBP'000
Balance as at 1 October
2015 50 3,167 (3,167) 50
Total comprehensive loss for
the year - - (1,966) (1,966)
Contribution by parent company - 1,966 - 1,966
Balance as at 30 September
2016 50 5,133 (5,133) 50
==== ====== ================ =========
Balance as at 1 October
2016 50 5,133 (5,133) 50
Total comprehensive loss for
the period - - (2,908) (2,908)
Contribution by parent company - 2,908 - 2,908
Balance as at 31 December
2017 50 8,041 (8,041) 50
=== ==================== ======== ========
The notes below form an integral part of these financial statements.
1. General information
The Company was incorporated on 28 November 2013 and is registered in England and Wales. The Company is a wholly-owned subsidiary of Midco.
The Company has extended its accounting reference date from 30 September to 31 December, to match the reporting dates of the Group. As a result of this change the financial statements are prepared for the fifteen month period from 1 October 2016 to 31 December 2017.
2. Accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below.
Basis of Preparation
The financial information set out above does not constitute the Company's statutory accounts for the year ended 31 December 2017 or 2016 but is derived from those accounts. A copy of the statutory accounts for 2016 was delivered to the Registrar of Companies and those for 2017 will be delivered following the Company's annual general meeting. The auditor reported on those accounts: their report was unqualified, did not draw attention to any matters by way of emphasis without qualifying their report and did not contain a statement under s498(2) or (3) of the Companies Act 2006.
While the financial information included in this preliminary announcement was prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards ('IFRS'), this announcement does not itself contain sufficient information to comply with IFRS.
The consolidated financial statements will be available in April 2018. A copy will be delivered to the Registrar of Companies following the Company's annual general meeting.
Functional and presentation currency
The financial information is presented in Pounds Sterling which is also the functional currency, and all values are rounded to the nearest thousand (GBP'000s) pound, except where otherwise indicated.
Going concern
The Board are aware of the finite life of the Company which, in accordance with its Articles of Association, will be wound up following a general meeting on the 9 January 2019. As a result of its finite life these accounts are prepared on a non-going concern basis. No consequential adjustments arise as a result of this decision and no adjustments to the financial statements have been required to reflect the non-going concern basis of preparation The Board continue to monitor the borrowing requirements of the Group and will structure appropriately.
New standards, amendments and interpretations effective for future accounting periods
A number of new standards, amendments to standards and interpretations are effective for periods beginning on or after 1 January 2018, and have not been applied in preparing these financial statements. These are:
IFRS 9, 'Financial Instruments', effective for annual periods beginning on or after 1 January 2018, addresses the classification, measurement and recognition of financial assets and financial liabilities.
IFRS 15, 'Revenue from contracts with customers', is effective for accounting periods beginning on or after 1 January 2018. IFRS 15 provides a single, principles based five-step model to be applied to all contracts with customers.
Amendment to IFRS 2, 'Classification and measurement of share-based payment transactions', is effective for annual periods beginning on or after 1 January 2018.
The Board do not believe that IFRS 9 and IFRS 15 will have an impact on the financial statements.
IFRS 16, 'Leases', is effective for accounting periods beginning on or after 1 January 2019.
As a result of the above, the Directors do not expect there to be a significant impact on the Company's accounts.
Expenses
Expenses are recognised on an accruals basis.
Zero Dividend Preference Shares
Zero Dividend Preference Shares are recognised as liabilities in the Statement of Financial Position in accordance with IAS 32 Financial Instruments: Presentation. After initial recognition, these liabilities are measured at amortised cost, which represents the initial proceeds of the issuance plus the accrued entitlement to the date of these financial statements.
Intercompany Receivable
Intercompany receivables are recognised as assets in the Statement of Financial Position in accordance with IAS 32 Financial Instruments: Presentation. After initial recognition, they are measured at amortised cost which represents the initial loan plus the accrued interest receivable at the reporting date.
Finance Costs
Finance costs are calculated as the difference between the proceeds on the issue of Zero Dividend Preference Shares and the final liability and are charged as finance costs over the term of the life of these shares using the effective interest method.
Taxation
The charge for taxation is based on the taxable profits for the year. Taxable profit differs from profit before tax as reported in the Statement of Comprehensive Income because it excludes items of income or expenses that are never taxable or deductible. The Company's liability for tax is calculated using rates that have been enacted or substantively enacted by the balance sheet date.
Deferred Taxation
Taxation deferred or accelerated can arise due to temporary differences between treatment of certain items for accounting and taxation purposes. Full provision for deferred taxation is made under the liability method, without discounting, on all temporary differences that have arisen, but not reversed, by the reporting date.
Equity
An equity instrument is a contract which evidences a residual interest in the assets after deducting all liabilities. Equity comprises the following:
-- 'Share capital' represents the nominal value of equity shares; and
-- 'Retained earnings' represents retained profits.
Key Estimates and Assumptions
Estimates and judgements used in preparing the financial statements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed reasonable. The resulting estimates will, by definition, seldom equal the related actual results. There are no estimates made in the preparation of these financial statements. The Company relies upon the continuing support of the Group in accordance with the Contribution Agreement.
Segmental Reporting
The Directors are of the opinion that the Company is engaged in a single economic and geographic segment of business primarily being the raising of funds in order to provide financing to the Parent.
Statement of Cash Flows
No Cash Flow Statement is presented as all funding activities are provided by the Parent company.
3. Administrative expenses
Period Year
ended ended
31 December 30 September
2017 2016
GBP'000 GBP'000
Costs of meeting regulatory
obligations 71 22
============= ==============
4. Finance costs
Period Year
ended ended
31 December 30 September
2017 2016
GBP'000 GBP'000
Interest on ZDP Shares 2,670 1,810
Amortisation of issue costs 167 134
------------- --------------
2,837 1,944
============= ==============
5. Amounts due from Midco
Period Year
ended ended
31 December 30 September
2017 2016
GBP'000 GBP'000
Balance at start of period 34,465 32,521
Loan repaid by Midco (49) (28)
Additions under contribution
agreements 2,908 1,972
------------------------- ----------------------
Balance at end of period 37,324 34,465
========================= ======================
Funds raised through the ZDP Share issue, after the deduction of issue costs of GBP668,286, totalled GBP29,331,714. The funds were transferred to The Conygar Investment Company PLC as a non-interest bearing loan repayable on demand in accordance with the Loan Agreement dated 7 January 2014. The Loan Agreement was novated to Midco on 24 March 2017.
The Contribution Agreement entered into by the Company and The Conygar Investment Company PLC on 7 January 2014, was novated to Midco on 24 March 2017. The agreement includes an undertaking by Regional REIT to enable the Company to meet its payment obligations in respect of the ZDP Shares.
6. Zero dividend preference shares
Period Year
ended ended
31 December 30 September
2017 2016
GBP'000 GBP'000
Balance at start of period 34,415 32,471
Amortisation of issue costs 167 134
Accrued capital 2,670 1,810
------------- --------------
Balance at end of period 37,252 34,415
============= ==============
On 10 January 2014, the Company issued 30,000,000 ZDP Shares at 100 pence per share. The ZDP Shares have an entitlement to receive a fixed cash amount on the maturity date of 9 January 2019, but do not receive any dividends or income distributions. Additional capital accrues to the ZDP Shares on a daily basis at a rate equivalent to 6.5% per annum post acquisition, 5.5% per annum pre-acquisition, resulting in a final capital entitlement of 132.9 pence per share. The ZDP Shares were listed on the London Stock Exchange on 10 January 2014.
During the period, the Company has accrued for GBP2,669,000 (year ended 30 September 2016: GBP1,810,000) of additional capital. The total amount repayable at maturity will be GBP39,879,269.
The ZDP Shares do not carry the right to vote at general meetings of the Company, although they carry the right to vote as a class on certain proposals which would be likely to materially affect their position. In the event of a winding-up of the Company, the capital entitlement of the ZDP Shares (except for any undistributed revenue profits) will rank ahead of ordinary shares but behind other creditors of the Company.
7. Earnings per share
The calculation of earnings per share is based on a loss after tax figure for the period of GBP2,908,000 (year ended 30 September 2016: GBP1,966,000) and the weighted average number of 50,000 ordinary shares (year ended 30 September 2016: 50,000) in issue during the period. The basic and diluted earnings per share are the same.
8. Share capital
The Company has 50,000 ordinary shares in issue of GBP1.00 each and 30,000,000 zero dividend preference shares of GBP1.00 each.
9. Financial Instruments
The Company's financial instruments comprise fixed interest creditors, financial liabilities at amortised cost and loans and receivables.
The main risks arising from the Company's financial instruments are liquidity risk and funding risk and credit risk.
Liquidity and Funding Risk
This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.
Liquidity risk is considered to be significant as the Company is reliant upon repayment from its parent company. Details of how this risk is managed are contained within the financial statements of the parent company.
The contractual maturity analysis of financial liabilities
ZDP shares mature on 9 January 2019.
At 31 December 2017 Within 1-2 Within 2-3
years years Total
GBP'000 GBP'000 GBP'000
ZDP Shares final redemption
figure 39,879 - 39,879
=========== =========== ========
At 30 September 2016 Within 1-2 Within 2-3
years years Total
GBP'000 GBP'000 GBP'000
ZDP Shares final redemption
figure - 39,210 39,210
=========== =========== ========
Credit Risk
This is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered with the Company.
At the reporting date, the Company's financial assets exposed to credit risk amounted to the following:
31 December 30 September
2017 2016
GBP'000 GBP'000
Amounts due from Midco 37,324 34,465
============= ==============
10. Controlling and related parties
The Company is a wholly-owned subsidiary of Regional Commercial Midco Limited ("Midco") , which itself is a wholly-owned subsidiary of Regional REIT Limited, which is the ultimate controlling party.
The Company entered into a non-interest bearing loan agreement with The Conygar Investment Company PLC on 7 January 2014. The obligations under that agreement were novated to Midco on 24 March 2017. As at 31 December 2017, Midco owed GBP37,324,000 (30 September 2016: GBP37,324,000) to the Company under the loan agreement.
As at 31 December 2017, the ZDP Shareholders were owed GBP37,389,000 including issue costs to be amortised amounting to GBP137,000 (30 September 2016: GBP34,719,000 and GBP304,000).
The Directors received no remuneration for their services to the Company during the period.
11. Events after the reporting date
There were no events after the reporting date to report.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR JBMRTMBMTBLP
(END) Dow Jones Newswires
March 22, 2018 03:10 ET (07:10 GMT)
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