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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 : 8883F
Regional REIT ZDP PLC
23 May 2017
23 May 2017
Regional REIT ZDP PLC
Interim Report for the Six Months Ended 31 March 2017 (unaudited)
Regional REIT ZDP PLC (LSE: RGLZ) ("Regional REIT ZDP" "or "the Company"), today announces its unaudited results for the six months ended 31 March 2017.
This announcement contains inside information which is disclosed in accordance with the Market Abuse Regulation that came into effect on 3 July 2016.
Enquiries:
Regional REIT ZDP PLC Press enquiries through Headland PR Toscafund Asset Management LLP Tel: +44 (0) 20 7845 6100 Investment Manager to Regional REIT Limited James S Johnson, Investor Relations, Regional REIT Limited London & Scottish Investments Limited Tel: +44 (0) 141 248 4155 Asset Manager to Regional REIT Limited Stephen Inglis Headland PR Consultancy LLP Tel: +44 (0) 20 7367 5222 Financial PR Francesca Tuckett
About Regional REIT ZDP
Regional REIT ZDP PLC (LSE: RGLZ) is a wholly-owned subsidiary of Regional Commercial Midco Limited, itself a wholly-owned subsidiary of Regional REIT Limited. Regional REIT ZDP was acquired on 24 March 2017 as part of a transaction for a portfolio of commercial property assets. Regional Commercial Midco has assumed the obligations to fund the repayment of the zero dividend preference shares issued by Regional REIT ZDP.
Regional REIT Limited (LSE: RGL) is a London Stock Exchange Main Market traded specialist real estate investment trust focused on office and industrial property interests in the principal regional locations of the United Kingdom outside of the M25 motorway.
Regional REIT Limited is managed by London & Scottish Investments, the Asset Manager, and Toscafund Asset Management, the Investment Manager, and was formed by the combination of two existing funds previously created by the Managers as a differentiated play on the expected recovery in UK regional property, to deliver an attractive total return to Shareholders and with a strong focus on income.
Cautionary Statement
This document has been prepared solely to provide additional information to Shareholders and should not be relied upon by any other party or for any other reason. Any forward looking statements made in this document are done so by the Directors in good faith based on the information available to them up to the time of their approval of this document. However, such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying any such forward-looking information.
INTERIM MANAGEMENT REPORT
Regional REIT ZDP PLC (the "Company"), formerly Conygar ZDP Plc, is registered in England and Wales. 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 (the "Group") a Guernsey incorporated company. The Company has been engaged in the single economic activity of raising funds in order to provide financing to the Group.
On 24 March 2017, Midco acquired all the ordinary shares in Conygar ZDP PLC and changed its name to Regional REIT ZDP PLC. In addition, the Group assumed the agreement to meet the financial obligations of the Company, including the zero dividend preference shares ("ZDP Shares").
On 24 March 2017, Robert Ware, Nigel Hamway and Ross McCaskill resigned as Directors. Following their resignations William Eason, Martin McKay and Stephen Inglis were appointed as Directors. On the same date, Ross McCaskill also resigned as Company Secretary and Capita Company Secretarial Services Limited were appointed as Company Secretary. RSM UK Audit LLP replaced Rees Pollock as the appointed auditors of the Company.
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.
On the 24 March 2017 the Contribution Agreement was novated from The Conygar Investment Company PLC to Midco. The Contribution Agreement with the Company provides an undertaking to pay any costs and expenses incurred by the Company and to enable the Company to meet its payment obligations in respect of the ZDP Shares. Although Midco has entered into an undertaking to meet all liabilities as they fall due, it is important to note that all risks are borne by the ZDP Shareholders who are not guaranteed to receive their full ZDP Capital Entitlement.
The principal risks and uncertainties the Group faces are described in detail on pages 46 to 48 of the 2016 Annual Report, which is available on the Group's website at www.regionalreit.com - Annual Report 2016.
Position of the Company as at 31 March 2017
As at 31 March 2017, the Company maintained a strong 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 quarterly and no breaches have occurred at any point since incorporation. 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 March 2017, the two primary covenants were:
1. Cover Test (not less than 3.5x) - Test Met
Cover Test: Means the ratio of the Net Asset Value 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
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.
STATEMENT OF DIRECTORS' RESPONSIBLITIES
The Directors confirm to the best of their knowledge that:
-- this condensed set of financial statements has been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union , as required by the Disclosure Guidance and Transparency Rule DTR4.2.4R, and gives a true and fair view of the assets, liabilities, financial position and loss of the Company; and
-- the interim management report includes a fair review of the information required by:
(a) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules; being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
(b) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules; being related party transactions that have taken place in the first six months of the current financial year that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so.
For and on behalf of the Board
William D Eason
Chairman
23 May 2017
Unaudited Condensed Statement of Comprehensive Income
For the six months ended 31 March 2017
Hot Features
Premium
Six months Six months Year
ended ended ended
31 March 31 March 30 September
2017 2016 2016
Note GBP'000 GBP'000 GBP'000
Administrative expenses 3 (26) (26) (22)
----------- ----------- --------------
Operating loss (26) (26) (22)
Finance costs 4 (1,011) (956) (1,944)
----------- ----------- --------------
Loss before Taxation (1,037) (982) (1,966)
Taxation - - -
----------- ----------- --------------
Total comprehensive loss
for the period (1,037) (982) (1,966)
=========== =========== ==============
Basic and diluted earnings
per share 7 (2,074)p (1,964)p (3,932)p
=========== =========== ================
All of the activities of the Company are classed as continuing.
The notes below form an integral part of these unaudited condensed financial statements.
Unaudited Condensed Statement of Financial Position
As at 31 March 2017
31March 31 March 30 September
2017 2016 2016
Note GBP'000 GBP'000 GBP'000
Non-current assets
Amounts due from Midco 5 35,487 33,480 34,465
----------------- ----------------- ----------------------
Total assets 35,487 33,480 34,465
Current liabilities
Accrued administrative costs (11) (3) -
Non-current liabilities
Zero dividend preference shares 6 (35,426) (33,427) (34,415)
Total liabilities (35,437) (33,430) (34,415)
Net assets 50 50 50
================= ================= ======================
Equity
Share capital 8 50 50 50
Capital contribution 6,170 4,149 5,133
Retained earnings (6,170) (4,149) (5,133)
----------------- ----------------- ----------------------
Total equity 50 50 50
================= ================= ======================
The unaudited condensed financial statements were approved by the Board and authorised for issue on 23 May 2017 and signed on its behalf by:
William D Eason
Chairman
Unaudited Condensed Statement of Changes in Equity
For the six months ended 31 March 2017
Share Capital Contribution Retained
Capital Earnings Total
GBP'000 GBP'000 GBP'000 GBP'000
Balance as at 1 October
2016 50 5,133 (5,133) 50
Total comprehensive loss
for the period - - (1,037) (1,037)
Contribution by Midco - 1,037 - 1,037
Balance as at 31 March 2017 50 6,170 (6,170) 50
=== ====== ================= =========
Balance as at 1 October
2015 50 3,167 (3,167) 50
Total comprehensive loss
for the period - - (982) (982)
Contribution by Midco - 982 - 982
Balance as at 31 March 2016 50 4,149 (4,149) 50
=== ======================== ======== ==========
Balance as at 1 October
2015 50 3,167 (3,167) 50
Total comprehensive loss
for the year - - (1,966) (1,966)
Contribution by Midco - 1,966 - 1,966
Balance as at 30 September
2016 50 5,133 (5,133) 50
=== ====================== ======== ==========
The notes below form an integral part of these unaudited condensed financial statements.
Notes to the Unaudited Condensed Financial Statements
For the six months ended 31 March 2017
1. General information
The Company was incorporated on 28 November 2013 and is registered in England and Wales. The Company is now a wholly-owned subsidiary of Regional Commercial Midco Limited ("Midco").
Following the acquisition of the Company's share capital by Midco on 24 March 2017, the Company changed its name from Conygar ZDP PLC, the Company's registered office changed to Beaufort House, 51 New North Road, Exeter, EX4 4EP, and Capita Company Secretarial Services Limited were appointed as Company Secretary.
Following the resignations of Robert Ware, Nigel Hamway and Ross McCaskill as Directors on 24 March 2017, William Eason, Martin McKay and Stephen Inglis were appointed as Directors. William Eason has been appointed Chairman of the Company.
The unaudited condensed financial information is prepared for the six month period from 1 October 2016 to 31 March 2017.
2. Significant accounting policies
Basis of preparation
The financial statements have been prepared in accordance with IAS 34, 'Interim Financial Reporting'. They do not include all of the information required for full annual financial statements and should be read in conjunction with the 2016 Annual Report. The accounting policies applied by the Company in the interim report are the same as those that have been applied to the 2016 annual financial statements.
The annual financial statements of the Company are prepared in accordance with International Financial Reporting Standards ('IFRS') as issued by the IASB.
The comparative figures for the financial year 30 September 2016 are not the Company's statutory accounts for that financial year in accordance with section 434 of the Companies Act 2006. A copy of the statutory accounts for that year has been delivered to the Register of Companies. Those accounts have been reported on by the company's auditors and delivered to the registrar of companies. The report of the auditors was (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498(2) or (3) of the Companies Act 2006.
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 Group.
Statement of cash flows
No cash flow statement is presented as all funding activities are provided by the Group.
3. Administrative expenses
Six months Six months Year
ended ended ended
31 March 31 March 30 September
2017 2016 2016
GBP'000 GBP'000 GBP'000
Costs of meeting regulatory
obligations 26 26 22
=========== =========== ==============
4. Finance costs
Six months Six months Year
ended ended ended
31 March 31 March 30 September
2017 2016 2016
GBP'000 GBP'000 GBP'000
Interest on ZDP Shares 945 889 1,810
Amortisation of issue
costs 66 67 134
----------- ----------- --------------
1,011 956 1,944
=========== =========== ==============
5. Amounts due from Midco
Six months Six months Year
ended ended ended
31 March 31 March 30 September
2017 2016 2016
GBP'000 GBP'000 GBP'000
Balance at start of period 34,465 32,521 32,521
Loan repaid by Midco (15) (23) (28)
Additions under contribution
agreements 1,037 982 1,972
------------------------ ----------------------- -----------------------
Balance at end of period 35,487 33,480 34,465
======================== ======================= =======================
Funds raised through 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 provides an undertaking by the Group to pay any costs and expenses incurred by the Company in respect of its operation and the continuation of its business and to enable the Company to meet its payment obligations in respect of the ZDP Shares. The Group has agreed to support the Company's obligations and has agreed to certain protections to ensure the Group does not make distributions or returns of capital without retaining sufficient capital to meet its obligations to the Company.
6. Zero dividend preference shares
Six months Six months Year
ended ended ended
31 March 31 March 30 September
2017 2016 2016
GBP'000 GBP'000 GBP'000
Balance at start of period 34,415 32,471 32,471
Amortisation of issue costs 66 67 134
Accrued capital 945 889 1,810
----------- ----------- --------------
Balance at end of period 35,426 33,427 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 six months, the Company has accrued for GBP945,000 (six months to 31 March 2016: GBP889,000; 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 GBP1,037,000 (six months to 31 March 2016: GBP982,000; year ended 30 September 2016: GBP1,966,000) and the weighted average number of 50,000 ordinary shares (six months to 31 March 2016: 50,000; 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 fifty thousand ordinary shares in issue of GBP1.00 each.
9. Controlling and related parties
The Company is a wholly-owned subsidiary of 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 March 2017, the Group owed GBP35,426,000 (31 March 2016: GBP33,427,000; 30 September 2016: GBP34,415,000) to the Company under the loan agreement.
As at 31 March 2017, the ZDP Shareholders were owed GBP35,664,000, including issue costs to be amortised amounting to GBP238,000 (31 March 2016: GBP33,798,000 and GBP371,000; 30 September 2016: GBP34,719,000 and GBP304,000).
The Directors received no remuneration for their services to the Company during the period.
10. Events after the reporting date
There are no subsequent events requiring disclosure in these financial statements.
Company Information
Directors and Advisers
Directors William Eason (Chairman) (appointed 24 March 2017)
Stephen Inglis (non-executive Director) (appointed 24 March 2017)
Martin McKay (non-executive Director) (appointed 24 March 2017)
Secretary Capita Company Secretarial Services Limited Registered Office Beaufort House
51 New North Road
Exeter
EX4 4EP
Registrar Share Registrars Limited
The Courtyard
17 West Street
Farnham
Surrey
GU9 7DR
Financial Adviser Peel Hunt LLP & Broker Moor House
120 London Wall
London
EC2Y 5ET
Legal Adviser to the Macfarlanes LLP Company 20 Cursitor Street
London
EC4A 1LT
Auditors RSM UK Audit LLP (appointed 24 March 2017)
25 Farringdon Street
London
EC4A 4AB
ESMA Legal Entity 5493008P27MNKQPREM26
Identifier ("LEI")
Website http://www.regionalreit.com
Zero Dividend Preference Shares
ISIN GB00BH4TCL65 Sedol BH43TCL6 Ticker RGLZ Company Registration No: 08794437
Copies of the Interim Report
A copy of the Interim Report can be viewed and downloaded from the Group's website: www.regionalreit.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR SESFMEFWSEFI
(END) Dow Jones Newswires
May 23, 2017 02:00 ET (06:00 GMT)
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