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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Westbury Inc | LSE:WPFI | London | Ordinary Share | GB0031367971 | INC SHS 10P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 104.00 | 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:9088R
Westbury Property Fund Limited
27 February 2007
The Westbury Property Fund Limited
Annual Report and Consolidated Financial Statements
For the year from 1 January 2006 to 31 December 2006
Chairman's Statement
I have pleasure in presenting the Annual Report and Consolidated Financial
Statements for the year ended 31 December 2006. This has been another excellent
year for The Westbury Property Fund (Group) with progress being made the Group's
port operations and strong performance from the balanced and venture property
assets.
In August 2006, the Company undertook a successful placing and open offer
raising #57.6m net of expenses and at the same time broadened its investment
policy. This repositioned the Fund as a commercial property and ports business
with the ability to invest in asset backed operating businesses in addition to
property and property joint ventures.
Net Asset Value
I am pleased to report the audited net asset value per share due to ordinary
shareholders was 169.10p at 31 December 2006. This is calculated after all
property acquisition costs, dividends paid, accrual for the Investment Manager's
performance fee (see below) and the #2.6m of costs incurred in connection with
the placing and open offer. The 2006 year end net asset value compares
favourably with the comparable figure as at 31 December 2005 of 126.99p per
Ordinary Share. This represents a 33.2% improvement over the year (2005:
21.5%).
Performance Fee
The investment manager is entitled to a performance fee, payable in 2010,
equivalent to 15% of any out-performance over an NAV based total return hurdle
of 8% in respect of the period from April 2002 until 31st December 2009. The
Company has consistently delivered strong returns for shareholders since its
launch in April 2002. On a three year basis to December 2006, the Company
achieved a total return, as measured by IPD, of 26.6% (2005: 18.4%) per annum
compared to the benchmark which returned 18.0% (2005: 16.1%) per annum. This
placed the Company first out of a peer group of 56 over the period. The
performance fee shown in the Consolidated Income Statement in respect of the
year to 31 December 2006 amounts to #7,706,139 (2005: #1,467,323) and is a clear
reflection of the strong performance of the Company to date.
Company Strategy
Whilst to date the Group has been successful in meeting its objectives and
delivering strong performance for shareholders, the Board believes that the
continued strength of total returns achieved by the UK commercial property
market generally is unlikely to be sustainable going forward.
With this view, the Board has instigated the sale of the majority of the Group's
balanced or wholly owned property portfolio to realise the outstanding returns
which have been achieved for shareholders to date. A disposal of this
importance will be subject to shareholder approval and it is only likely if a
disposal price can be achieved at a premium to the valuation of those properties
as at 31 December 2006.
The Board believes that the Group's stated strategy of investing in joint
ventures and asset backed operating businesses will continue to achieve good
returns for shareholders. The Board will aim to reinvest the proceeds from the
forthcoming disposal in these types of investments whilst recognising the higher
risk profile of asset backed operating businesses
Dividends
In respect of the year to 31 December 2006, the Board declared quarterly
dividends on Ordinary Shares at the rate of 1.5p per quarter, totalling 6p. The
dividend for the December 2006 quarter was paid in January 2007.
The Board has also declared and paid four quarterly dividends totalling 8p
during the year for each Income Share, fulfilling income shareholders'
entitlement to receive a fixed preferential dividend of 8% per annum over the
life of the shares.
The Companies (Guernsey) Law, 1994 (Law) permits dividends to be paid out of
profits available for the purpose and the Company's Articles of Association
state that such profits available for distribution do not include realised or
unrealised profits on capital assets.
A portion of the 2005 dividend and the 2006 dividends paid during the year were
in excess of these distributable profits as defined above. In order for these
dividends to comply with the Law, the Directors intend to convert the entire
share premium reserve of #99,925,500 to a distributable reserve. This requires
shareholders' approval at the Company's Annual General Meeting on 18 May 2007
and application to the Royal Court of Guernsey immediately thereafter. The
Directors are confident of obtaining the requisite approval and consent of the
Royal Court of Guernsey.
Bank Borrowings
As at 31 December 2006, the Company had fixed rate borrowings drawn down with
Bradford & Bingley amounting to #79.48m at an average all-in-cost of 6.0% per
annum fixed until 25 June 2009. The market currently anticipates a further
interest rate increase in the short-term. The Group's policy remains not to
expose itself to any material interest rate risk. On a blended basis, the
Company's all in cost of bank debt is approximately 6.0% per annum.
The Board anticipates that should it achieve a disposal of its directly owned
property portfolio, all of the Company's current bank debt will be repaid
pending re-investment into property joint ventures and asset backed operating
businesses.
Asset Backed Operating Businesses - Westlink Group
Following the acquisition of the freehold interest in Weston Point Docks in
April 2006, good progress is being made in meeting the business plan in terms of
both the development and site operations.
The site, which amounts to circa 50 acres of land and water, is being developed
as an inter-modal port facility with road, mainline rail, inland waterway and
deep sea access via the Manchester Ship Canal. In excess of 400,000 sq ft of
buildings will be constructed on the site with operational and storage
contracts, rather than traditional occupational leases, entered into with
customers. The development will incorporate industrial, process and high bay
units, offices and some hard standing areas.
I am pleased to announce that Mark Forrest, formerly of PD Ports, has joined the
Westlink Group as Chief Executive Officer. Mark brings considerable sales and
operational expertise from a ports background and he will be central to both the
development of operations from Weston Point Docks as well as the expansion of
the Westlink Group.
In December 2006 Westlink Group incorporated a subsidiary, Victa Westlink Rail
Limited (VWR), which then acquired a rail freight operating business. Although
the contract will not complete until VWR has obtained its own rail operating
licence, an interim management agreement enables the Westlink Group to operate
immediately and generate income from the provision of rail freight services.
Agreement has also been reached (subject to contract) for the acquisition of the
business and assets of Victa Railfreight Limited in return for a minority stake
in VWR. This will give VWR exclusive access to its business and experienced
rail operating management team. Looking forward, the careful acquisition of
selected rail connected sites is now core to the Group's strategy.
In addition, a number of very interesting non port related asset backed
operating business opportunities are currently being considered for acquisition
by the Fund and announcements to shareholders will be made when appropriate.
Venture Property Investments
I am delighted to report that in addition to the two investments which were
purchased in early 2006, as reported in the 2005 Annual Report, two further
joint venture investments with other experienced investors have been made during
the year.
The Group now has a portfolio of eight joint ventures in which it has made
equity investments. All debt is structured on a non-recourse basis to the
Company. The aggregate equity held at the year end in these joint ventures
amounted to #57.2m. In addition, the Group has made loans of a further #13.2m
to three of these joint ventures. The investments comprise a 21.9% interest in
Plantation Place, London EC3, a 19.7% interest in Mid City Place, London WC1, a
mixed use development in central Liverpool, a retail warehouse unit adjacent to
the Metro Centre in Gateshead, a site with significant redevelopment potential
in Ware, a health and fitness centre in Hull, and two sites with development
potential through a change of planning consent in Banstead and Guildford.
The investment horizon for these investments varies and, if the forecast returns
are achieved, there will be a significant uplift in the net asset value due to
Ordinary Shareholders. Further joint venture investments will be made as
suitable opportunities materialise.
Board of Directors
Finally, I am pleased to announce that Nick Watts has recently joined the Board
as a non executive Director. Nick has over 30 years experience in the
investment business and was formerly head of investment consulting at Watson
Wyatt. He is a trustee Board member of two large corporate UK pension funds and
a non executive Director of Legal & General Investment Management. Nick's
extensive experience will, I believe, be of significant benefit to the Fund in
its future development and I join the exists in welcoming Nick to the Board.
Shareholder Communication
In addition to the Annual and Interim Reports, the Investment Manager publishes
a Performance Report in March and September on the activities of the Fund which
is distributed electronically to shareholders. Any shareholder who does not
currently receive this document but wishes to do so should contact
info@westburypropertyfund.com.
Rodney Baker-Bates
Chairman
26 February 2007
Investment Manager's Report
Investment Objective and Policy
With the Group's objective to create income and capital appreciation by
investing in UK commercial property and asset backed operating businesses, I am
delighted with the excellent progress being made in fulfilling this objective
with both the development of the Group's ports business and the implementation
of individual asset business plans across the property portfolio.
Performance
After all costs incurred in running the Group and dividends paid to
shareholders, the net asset value has increased by 33.2% over the year (2005:
21.5%). Taking account of the dividend this represents a total return to
ordinary shareholders for 2006 of 37.9% (2005: 27.2%).
The performance, as measured by IPD, of the underlying property portfolio
incorporating the Company's venture portfolio investments, has remained strong
achieving a total return of 38.6% for 2006 (2005: 21.9%). This placed the Fund
third out of the 68 funds in its peer group and compares very favourably with
the Fund's benchmark, the quarterly version of the IPD Monthly Index funds,
which returned 17.7% over the same period. The IPD Annual Index is anticipated
to return 18.2% for 2006.
The Company has consistently delivered strong returns for shareholders since its
launch in April 2002. On a three year basis to December 2006, the Company
achieved a total return, as measured by IPD, of 26.6% (2005: 18.4%) per annum
compared to the benchmark which returned 18.0% (2005: 16.1%) per annum. This
placed the Company first out of a peer group of 56 over the period.
Activity - Asset Backed Operating Businesses
Westlink Group
In April 2006 the Westlink Group, in which the Group then held a 39.5% interest,
acquired the freehold of the Weston Point Docks site in Runcorn for #10.25m. In
August 2006, the Fund acquired the remaining interests in the Westlink Group
which is now a wholly owned subsidiary.
The year has seen the existing operational team being supplemented by a new
Chief Executive Officer, Mark Forrest, who brings a considerable amount of port
related experience. In addition the on-site management team has been boosted by
the recruitment of a financial controller, a human resources manager and an
administration assistant.
The business operates from a large site which will benefit from road, rail, sea
and inland waterway access and good progress is being made in the development of
a fully operational port with the first phase of demolition works now complete.
The first phase of the development including an initial 25,000 sq ft of storage
sheds, dock improvements and securing the new access for both road and rail is
anticipated to commence in April 2007 with the next phase of the development to
commence on completion of the necessary Harbour Revision Orders which will in
part confer on the Westlink Group statutory powers as the designated Authority
for the port.
In the meantime necessary infrastructure works are progressing and agreement has
now been reached with the adjoining owner regarding the joint development of a
new road and rail access into the site. This is key to the overall development.
Construction is expected to commence later in 2007. In addition, discussions
have commenced with interested parties regarding the acquisition of further
surrounding land holdings to increase the site area and enhance the capacity of
the completed port.
Occupancy levels remain encouraging with all site sheds currently let to
capacity on a variety of contract and license terms. There is also a good level
of enquiries from a variety of potential customers for open storage, bulk liquid
handling, the handling of aggregates, as well as general storage and handling of
goods. Discussions with these interested parties continue for a variety of near
and medium term contracts.
Following the year end, the Westlink Group formed a strategic joint venture,
Victa Westlink Rail (VWR) with Victa Railfreight, a small rail freight operator.
VWR has exchanged contracts for the acquisition of a rail freight operating
business for #0.5m and now benefits, under an interim management agreement, from
its own freight and passenger operating licenses, together with a track access
agreement and safety certificate, pending regulatory approval. This strategic
acquisition also brings an experienced team of rail operating staff and will
enable the Westlink Group to benefit from income derived from the operation of
rail freight services from the Weston Point Docks site and any other sites that
can be acquired in the UK and connected via the rail network.
A number of further corporate acquisitions are currently being investigated both
by the Westlink Group and in non port and rail sectors by the Fund.
Activity - Venture Portfolio
Venture investments, which are made into separately capitalised special purpose
vehicles, are an important component of performance and are structured to
provide strong returns within a relatively short time horizon.
The Company holds a 19.7% interest in the joint venture company that owns Mid
City Place, High Holborn, London WC1 and excellent progress is being made with
the business plan for this property. In March 2006 a beneficial re-gear was
negotiated with the principal tenant and in April 2006 the asset was refinanced
which resulted in the release of equity to the joint venture shareholders. At
the end of 2006 a lease was agreed with a tenant with excellent covenant
strength for a ten year unbroken term at what is believed to be a record rent
for the Mid Town market. This lease concluded shortly after the year end and is
expected to have a positive impact on value.
In March 2006, the Company acquired a 21.9% interest in a unit trust that owns
Plantation Place, Fenchurch Street, London EC3. The property, which consists of
circa 550,000 sq ft of office and retail accommodation, is leased to a number of
strong tenants. In August 2006 the investors concluded a beneficial loan
securitisation.
During the year, the Company made two further investments, totalling #0.4m. The
first was in a company that acquired a 526 acre site in Banstead, Surrey.
Whilst located in the greenbelt, the site offers the potential for significant
value enhancement through a change of use over part of the site for a variety of
alternative uses. The second, which concluded shortly after the year end, was
made into a joint venture company set up to acquire a 1.7 acre site in Stoughton
Grange, near Guildford, Surrey. The site is a former school and also has
potential for significant value enhancement through a change of use now being
sought.
Good progress is being made with the business plans for the Group's other
venture portfolio investments, most notably:
Endeavour Ware Limited, the company which owns a five acre site in Ware and in
which a 47.5% interest is held, acquired, during 2006, the freehold of the multi
storey car park on the site (previously held by way of a lease) together with a
residential unit at the southern entrance to the site. Terms have been agreed
and conditional contracts signed with two parties for the onward sale of two
parcels of land. Terms have also been agreed on a similar basis for the sale of
a further part of the site. A revised planning application for the change of
use and redevelopment of the site is likely to be submitted in the third quarter
2007.
The residential and medical centre development in the centre of Liverpool, in
which the Group holds a 50% interest, reached practical completion in June 2006,
some months later than planned. The completion of the sale of a number of
residential units and two commercial units remain outstanding and there is also
a claim being pursued against the main contractor for this delay. In spite of
this, a profit on this investment is expected to be realised during the course
of 2007.
Although at this stage no trading figures are available the tenant, ILVA
Furniture, of the 150,000 sq ft retail warehouse unit at the Metro Centre,
Gateshead in which the Company owns a 50% stake commenced trading in November
2006. The property has undergone a significant fit-out and once ILVA has
established its market position in the UK, it is expected that this property
will be valued more in line with similarly well established retail warehouse
properties.
Activity - Balanced Portfolio
On 24 January 2007, the Company announced that it intends to dispose of the
majority of its portfolio of directly owned properties. The portfolio comprises
19 assets, located across the UK and offers exposure to the retail, retail
warehousing, office, industrial and educational use sectors. The average
weighted unexpired lease term is in excess of nine years and there is a good
spread of tenant risk, with a number of tenants having excellent financial
covenant strengths. There remain further value added opportunities to be
undertaken and the portfolio is approximately 15% reversionary with the majority
of this achievable by the end of 2007. This offers the purchaser a rising
income stream and the opportunity to add value going forward.
A disposal of this magnitude will be subject to shareholder approval and a
further announcement will be made should a conditional agreement be concluded.
Outlook
Given the prognosis for the UK commercial property market, we believe the
strategy of expanding the Group's ports and joint venture businesses to be the
right one for the Group going forward. Joint venture investments are generally
made into leveraged special purpose vehicles where forecast total returns are
above average assuming business plans are successfully concluded. The Group is
building a strong track record in joint venture investments and anticipates
making two further equity investments shortly.
The ability to acquire asset backed operating businesses offers the Company the
potential to achieve sustainable superior returns for shareholders. Victa
Westlink Rail, the strategic joint venture set up by the Group's port business
in which the Group has a majority stake, and its subsequent conditional
acquisition of a rail freight operator is a good example of this as income is
expected to be received from the freight operation itself, associated storage
and handling facilities and adjacent property development opportunities.
Richard Burrell
Assura Fund Management LLP
26 February 2007
Property Holdings as at 31 December 2006
Set out below is the schedule of properties together with net annual rents
receivable. The individual valuations shown are the Prospectus values or
purchase price, but exclude the actual costs of acquisition.
PORTFOLIO LISTINGS AS AT 31 DECEMBER 2006
Address Use Tenure Area Current net Prospectus Value
annual rent or Net purchase
Sq M receivable cost
14-20 Watergate Street, Town centre retail Freehold 1,949 #335,000 #4,775,000
Chester
Carr Office Village, 3/6 Multi-let offices Freehold 2,616 #359,580 #3,415,000
White Rose Way, Doncaster
Admiral Retail Park, Retail warehouse Freehold 6,865 #1,004,787 #12,300,000
Lottbridge Drove, Park
Eastbourne
B&Q Warehouse, Stoneferry Retail warehouse Freehold 6,764 #833,716 #10,100,000
Road, Kingston upon Hull Park
Hallamshire Court, Multi-let offices Freehold 1,512 #234,908 #2,460,000
Summerfield Street,
Sheffield
34 Regent Street, Swindon Town centre retail Freehold 646 #140,000 #1,374,000
66/68 High Street, Staines Town centre retail Freehold 315 #0 #1,795,000
Comau Estil Unit, 10 Industrial/Warehouse Freehold 4,311 #192,000 #1,920,000
Midland Road, Luton
The Whitbread Centre, Hedge Industrial/Warehouse Freehold 10,505 #655,064 #7,860,000
End, Southampton
WRTL Premises, Waterside Industrial/Warehouse Long leasehold* 2,380 #137,990 #1,665,000
Park, Great Bridge, Tipton
Area 7, Pershore Road, Industrial/Warehouse Freehold 8,630 #477,302 #5,820,000
Worcester
2/18 Torrington Drive, Town centre retail Long leasehold 3,412 #251,017 #3,250,000
Debden
Lynx Express & Exel Units, Multi-let industrial Freehold 8,737 #320,000 #3,475,000
Widford Trading Estate,
Chelmsford
1-4 Bethune Road, Park Industrial/Warehouse Freehold 9,341 #781,250 #10,100,000
Royal, London
Mid City Place, High Multi-let offices & SPV*** 32,604 n/a #3,400,000
Holborn, London WC1 retail
Lane Group PLC Unit, Industrial Long leasehold 3,579 #324,990 #3,950,000
Garonor Way, Royal Portbury
Dock, Bristol
37 Soho Square, London W1 Single-let offices Freehold 881 #317,500 #5,175,000
22 Soho Square, London W1 Multi-let offices Freehold 1,218 #304,655 #6,212,000
15/28 Adler Industrial Multi-let industrial Long leasehold**1,496 #149,125 #2,510,000
Estate, Hayes
Plantation Place, Fenchurch Multi-let offices & SPV**** 50,594 n/a #16,500,000
Street, London EC3 retail
90/92 Queen's Gate, London Educational Freehold 1,373 #450,000 #8,550,000
SW7
Units 1&2 Centuria Business Multi-let industrial Freehold 5,997 #256,688 #3,800,000
Park, Bromborough
Balanced Portfolio Total #7,525,572 #120,406,000
Mid City Place, High Holborn and Plantation Place, Fenchurch Street are treated
as part of the Balanced Portfolio for fund management purposes, given the
characteristics of the underlying property investment assets.
Westlink Group Limited Port/Industrial/ Freehold c50 acres n/a #13,600,000
Warehouse
Ropewalks One LLP Joint Venture SPV n/a n/a #500,000
Westar Limited & Westar 2 Joint Venture SPV n/a n/a #2,250,000
Limited
Endeavour Ware Limited Joint Venture SPV n/a n/a #1,252,000
Westbury Fitness Limited Joint Venture SPV n/a n/a #1,120,000
Whitecote Limited Investment SPV n/a n/a #250,000
Endeavour Guildford Joint Venture SPV n/a n/a #140,000
Limited
TOTAL #7,525,572 #139,518,000
SPV = Special purpose vehicle
* Option to purchase the freehold for #1 in 2027. ** Option to purchase the freehold for #1 in 2011.
*** The Company holds a 19.73% equity interest. **** The Company holds a 21.9% interest.
LATEST PORTFOLIO VALUATION (excluding Joint Ventures but including the Company's share of Mid City Place
& Plantation Place) as at 31 DECEMBER 2006 #201,290,000
Report of the Directors
The Directors of the Company are pleased to submit the Audited Consolidated
Financial Statements of the Group for the year from 1 January 2006 to 31
December 2006.
Investment Policy
The investment objectives of the Group are to achieve income and capital growth
from a diversified portfolio of commercial properties situated in the United
Kingdom from investment in property related venture investments and asset backed
operating businesses including ports.
Listing
The Capital and Income Shares of the Company were admitted to the Official List
of The London Stock Exchange on 18 April 2002 and to the Official List of The
Channel Islands Stock Exchange on 18 April 2002. On 20 December 2004 the
Company's Ordinary Shares were admitted to the Official List of The London Stock
Exchange and The Channel Islands Stock Exchange. On 6 September 2006 the
Company's Ordinary Shares were admitted to The London Stock Exchange's All Share
Index.
Share Issue
On 9 March 2006, the Company issued 5,173,461 Ordinary Shares for gross
consideration of #6,725,498. On 8 August 2006, the Company issued 42,857,143
Ordinary Shares for gross consideration of #60m. Also on 8 August 2006, the
Company issued 721,428 Ordinary Shares with a value of #1,010,000 in return for
21% of the share capital of Westlink Group Limited and 50% of the members'
interest in Westlink Investment Syndicate LLP (which in turn held 79% of the
share capital of Westlink Group Limited).
Results
The results for the year are shown in the Consolidated Income Statement on page
20.
Dividend
During the year the Company has declared and paid the following dividends to its
Income Shareholders:
Dividend Number Date Declared Rate
Final dividend for 2005 20 December 2005 2.0p
First interim 15 March 2006 2.0p
Second interim 15 June 2006 2.0p
Third interim 21 September 2006 2.0p
On 14 December 2006, the Directors declared a final dividend of 2.0p which was
paid on 24 January 2007.
During the year the Company has declared and paid the following interim
dividends to its Ordinary Shareholders:
Dividend Number Date Declared Rate
Final dividend for 2005 20 December 2005 1.5p
First interim 15 March 2006 1.5p
Second interim 15 June 2006 1.5p
Third interim 21 September 2006 1.5p
A final dividend of 1.5p was declared on 14 December 2006 and paid on 24 January
2007.
The Companies (Guernsey) Law, 1994 (Law) permits dividends to be paid out of
profits available for the purpose and the Company's Articles of Association
state that such profits available for distribution do not include realised or
unrealised profits on capital assets.
A portion of the 2005 dividend and the 2006 dividends paid during the year were
in excess of these distributable profits as defined above. In order for these
dividends to comply with the Law, the Directors intend to convert the entire
share premium reserve of #99,925,500 to a distributable reserve. This requires
shareholders' approval at the Company's Annual General Meeting on 18 May 2007
and application to the Royal Court of Guernsey immediately thereafter. The
Directors are confident of obtaining the requisite approval and consent of the
Royal Court of Guernsey.
Directors' and Other Interests
The current Directors of the Company are listed on page 10. Nick Watts was
appointed a Director with effect from 1 February 2007.
The following Directors including persons connected with them held the number of
shares listed below at 31 December 2006:
Name Number of Ordinary % of Issued Number of Income % of Issued Income
Shares Ordinary Shares Shares Shares
R. Baker-Bates 282,897 0.28 - -
W. Kay 53,887 0.05 - -
T. Chesney 10,000 0.01 - -
None of the Directors had a service contract with the Company during the year.
Corporate Governance
As a Guernsey incorporated company, the Company is not required to comply with
the Code of Best Practice published by the Committee on the Financial Aspects of
Corporate Governance (the Combined Code). However, the Directors place a high
degree of importance on ensuring that high standards of Corporate Governance are
maintained.
Corporate Governance should not mean only compliance but also be a system to
ensure that the Company follows the purpose for which it has been incorporated
and also undertakes strategies which promote long term shareholder value.
The Board of the Company is accountable to the shareholders and communicates
with them on a regular basis in a number of ways. These include:
* Annual General and Extraordinary Meetings;
* Announcements on the London and Channel Islands Stock Exchanges; and
* Presentations to institutional shareholders on a semi-annual basis.
In addition to acting as a conduit between its shareholders and the Investment
Manager of the Company, the Board has determined that its role primarily relates
to dealing with matters of strategy, such as:
* Compliance with the Investment Policy set out above and reviewing this on
a periodical basis, whilst taking account of how this policy is fulfilled
within a risk framework appropriate to the size of the Company;
* Being alert to market and other prevalent conditions;
* Ongoing review of the performance of the Company;
* Consideration of capital structure and use of bank or other debt
funding both within the Company and its subsidiaries; and
* Appointment, delegation to and monitoring of the Investment Manager
and Investment Advisers of the Company.
The Board meets on a quarterly basis and also as required in order to fulfil its
obligations to consider matters of strategy. Matters which are considered by
the Board to be non-strategic are generally delegated to the Investment Manager,
although the Board reserves the right to meet to discuss larger property
transactions (exceeding #10 million) and those deemed to be of a sufficient size
to have the potential to impact on the Company's future prospects.
In addition to considering Group strategy at its quarterly Board meetings, the
Board also discusses transactions which have taken place during the quarter, the
performance of each of its balanced and venture portfolios and asset backed
operating businesses, financial performance and prospects and compliance.
The Board comprises only Non Executive Directors whose tenure may be terminated
at any time and so the Board does not believe that the Combined Code
recommendation of each Director being subject to a fixed term of office need
apply. Remuneration of the Company's Directors is a maximum of #150,000 per
annum in aggregate, as set out in the Company's Articles of Association or such
greater amount as has been approved by an ordinary resolution of the Company at
general meeting. As a result of this, and the fact that the Company has no
employees, the Board has not deemed it necessary to establish a Remuneration
Committee.
The Audit Committee comprises the entire Board, with its first meeting in 2007
taking place prior to the Board Meeting on 23 February 2007.
The Audit Committee is required, amongst other matters, to consider the
integrity of the Company's Financial Statements, critical accounting policies
and practices and changes to them, review and challenge significant financial
actions and judgments of management in relation to the Annual and Interim
Financial Statements and to consider compliance with relevant accounting, UKLA
and legal standards and requirements.
Going Concern
The Directors believe it is appropriate to adopt the going concern basis in
preparing the financial statements as, after due consideration, the Directors
consider that the Group has adequate resources to continue in operational
existence for the foreseeable future.
Substantial Shareholdings
At 9 February 2007, Directors were aware that the following shareholders owned
3% or more of the issued Ordinary Shares of the Company.
Number of Ordinary Number of
Shares Ordinary
Shares (%)
SMA PLC 3,225,000 3.21
Artemis High Income Fund 3,453,541 3.44
Moore Macro Fund LP Main Equities 3,500,000 3.48
Jupiter High Income Fund 4,028,007 4.01
City Asset Management Clients 4,137,399 4.12
St James Place UK Public Co 5,155,000 5.13
Invesco Perpetual Income Fund 7,698,745 7.66
Artemis Income Fund 8,237,857 8.20
Invesco Perpetual High Income Fund 12,132,569 12.07
Directors' Responsibilities
The Directors are responsible for preparing financial statements in accordance
with applicable Guernsey law and generally accepted accounting principles.
Guernsey company law requires the directors to prepare financial statements for
each financial period which 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 and are in
accordance with applicable laws. In preparing those financial statements the
Directors are required to:-
* Select suitable accounting policies and apply them consistently;
* Make judgements and estimates that are reasonable and prudent; and
* Prepare the financial statements on the going concern basis unless it
is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
Company and to enable them to ensure that the financial statements comply with
the Companies (Guernsey) Law, 1994. They are also responsible for safeguarding
the assets of the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are responsible for ensuring that the Report of the Directors and
other information included in the Annual Report are prepared in accordance with
applicable company law. They are also responsible for ensuring that the Annual
Report includes information required by the Listing Rules of the Financial
Services Authority.
Status for Taxation
The Income Tax Authority in Guernsey has granted the Company exemption from
Guernsey income tax under the Income Tax (Exempt Bodies) (Guernsey) Ordinance
1989 and the income of the Company may be distributed or accumulated without
deduction of Guernsey income tax. Exemption under the above mentioned Ordinance
entails payment by the Company of an Annual Fee of #600.
The property subsidiaries are subject to United Kingdom tax on income arising on
investment properties, after deduction of their debt financing costs and
allowable expenses. Westlink Group Limited and subsidiaries are subject to
corporation tax in the UK.
Investment Manager
In the Directors' opinion the continuing appointment of the Investment Manager
is in the best interests of the shareholders in view of the excellent
performance of the Group in recent years.
Auditors
Ernst & Young LLP have indicated their willingness to continue in office.
Tim Chesney, Director
Iain Stokes, Director
26 February 2007
Independent Auditor's Report to the Members of The Westbury Property Fund
Limited
We have audited the Group's financial statements for the year ended 31 December
2006 which comprise the Consolidated and Parent Company Income Statement,
Consolidated and Parent Company Balance Sheet, Consolidated and Parent Company
Statement of Changes in Equity, Consolidated and Parent Company Cash Flow
Statement and the related notes 1 to 30. These financial statements have been
prepared under the accounting policies set out therein.
This report is made solely to the Company's members, as a body, in accordance
with Section 64 of the Companies (Guernsey) Law, 1994. Our audit work has been
undertaken so that we might state to the Company's members those matters we are
required to state to them in an auditors' report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume responsibility
to anyone other than the Company and the Company's members as a body, for our
audit work, for this report, or for the opinions we have formed.
Respective Responsibilities of Directors and Auditors
The Directors are responsible for the preparation of the financial statements in
accordance with applicable Guernsey law and Listing Rules of the Financial
Services Authority as set out in the Statement of Directors' Responsibilities.
Our responsibility is to audit the financial statements in accordance with
relevant legal and regulatory requirements, International Standards on Auditing
(UK and Ireland) and the Listing Rules of the Financial Services Authority.
We report to you our opinion as to whether the financial statements give a true
and fair view and are properly prepared in accordance with the Companies
(Guernsey) Law 1994. We also report to you if, in our opinion, the Directors'
Report is not consistent with the financial statements, if the Company has not
kept proper accounting records or if we have not received all the information
and explanations we require for our audit or if information specified by the
Listing Rules regarding Directors' transactions with the Group is not disclosed.
We read the other information contained in the Annual Report and consider
whether it is consistent with the Audited Financial Statements. This other
information comprises the Chairman's Statement, Investment Manager's Report,
Directors' Profiles, Management and Administration and Report of the Directors.
We consider the implications for our Report if we become aware of any apparent
misstatements or material inconsistencies with the financial statements. Our
responsibilities do not extend to any other information.
Basis of Audit Opinion
We conducted our audit in accordance with International Standards on Auditing
(UK and Ireland) issued by the Auditing Practices Board. An audit includes
examination, on a test basis, of evidence relevant to the amounts and
disclosures in the financial statements. It also includes an assessment of the
significant estimates and judgments made by the Directors in the preparation of
the financial statements, and of whether the accounting policies are appropriate
to the Group's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view, in accordance
with International Financial Reporting Standards, of the state of affairs of the
Group and Parent Company as at 31 December 2006 and of the Group and Parent
Company's profit for the year then ended; and have been properly prepared in
accordance with the Companies (Guernsey) Law 1994.
Ernst & Young LLP
Guernsey, Channel Islands
26 February 2007
Note:
The maintenance and integrity of The Westbury Property Fund Limited web site is
the responsibility of the directors, the work carried out by the auditors does
not involve consideration of these matters and, accordingly, the auditors accept
no responsibility for any changes that may have occurred to the Financial
Statements since they were initially presented on the web site.
Consolidated Income Statement
1/01/2006 1/01/2005
to to
31/12/2006 31/12/2005
(as restated)
Notes # #
Income
Rent receivable 7,229,943 6,371,690
Bank and other interest 2,296,230 1,221,726
Storage and handling sales 137,440 -
Total Income 9,663,613 7,593,416
Expenses
Interest payable and similar charges, including
distributions on Income Shares 5 5,278,069 3,514,939
Investment Manager's fees 3 (i) 2,747,203 1,535,996
Performance fee 3 (i) 7,706,139 1,467,323
Legal and professional fees 397,367 172,315
Share reorganisation expenses - 2,284
Property management expenses 325,017 245,007
Administration fee 3 (ii) 169,150 119,497
Salaries 73,418 -
Depreciation 13 12,656 -
Directors' fees 4 91,268 111,951
General expenses 289,274 140,146
Bank charges 25,509 18,102
Audit fees 97,710 62,327
Tax consultancy fees 39,832 18,102
Storage and handling costs 292,524 -
Total Expenses 17,545,136 7,407,989
Net (loss)/profit before investment result (7,881,523) 185,427
Realised (loss)/gain on sale of investment properties (15,776) 763,133
Realised gain on sale of investments - 1,380,681
Movement in unrealised gain on revaluation of investment
properties
11 12,678,466 11,418,613
Share of profits after taxation/(losses) of associates and
joint ventures
12 37,989,671 (49,797)
Profit before taxation 42,770,838 13,698,057
Taxation 7 5,863 (4,259)
Profit attributable to equity holders 42,776,701 13,693,798
Basic and diluted earnings per Ordinary Share 8 58.29p 26.48p
All items in the above statement are derived from continuing operations. The
accompanying notes form an integral part of the financial statements.
Consolidated Balance Sheet
31/12/2006 31/12/2005
(as restated)
Notes # #
Non-current Assets
Investment Property 11 139,445,750 116,873,062
Investments in associates and joint ventures 12 70,612,226 14,883,260
Property, Plant and Equipment 13 11,084,111 -
Other investment 14 250,000 -
Goodwill 15 3,812,597 -
225,204,684 131,756,322
Current Assets
Cash and cash equivalents 39,830,507 6,395,313
Debtors 16 3,292,798 4,135,452
43,123,305 10,530,765
Total Assets 268,327,989 142,287,087
Current Liabilities
Creditors 17 4,209,329 4,046,801
Non-current Liabilities
Creditors 18 9,618,133 1,911,994
Long term loan 19 79,399,740 65,484,804
Income Shares 20 5,177,184 5,148,110
94,195,057 72,544,908
Total Liabilities 98,404,386 76,591,709
Net Assets 169,923,603 65,695,378
Represented by:
Capital and Reserves
Share capital 21 10,048,665 5,173,462
Share premium 22 99,925,500 39,698,503
Revaluation Reserve 23 339,885 -
Retained earnings 24 59,609,553 20,823,413
Issued capital and reserves 169,923,603 65,695,378
Net Asset Value per Ordinary Share 25 169.10p 126.99p
The financial statements were approved at a meeting of the Board of Directors
held on 26 February 2007 and signed on its behalf by:
Tim Chesney, Director
Iain Stokes, Director
The accompanying notes form an integral part of the financial statements.
Consolidated Statement of Changes in Equity
Share Share Premium Revaluation Retained Reserves
Capital Reserve Earnings
# # # # #
Balance at 1 January 2006 5,173,462 39,698,503 - 20,823,413 65,695,378
Issue of Ordinary Shares 4,875,203 62,860,295 - - 67,735,498
Issue costs paid on issuance of
Ordinary Shares
- (2,633,298) - - (2,633,298)
Dividends on Ordinary Shares - - - (3,990,561) (3,990,561)
Profit attributable to equity holders - - - 42,776,701 42,776,701
Revaluation of land and buildings - - 339,885 - 339,885
Balance at 31 December 2006 10,048,665 99,925,500 339,885 59,609,553 169,923,603
Share Share Revaluation Retained Reserves
Capital Premium Reserve Earnings
# # # # #
Balance at 1 January 2005 5,138,349 39,733,558 - 9,576,733 54,448,640
On Conversion of Capital Shares 35,107 (35,107) - - -
Issue of Ordinary Shares 6 52 - - 58
Dividends on Ordinary Shares - - - (2,447,118) (2,447,118)
Profit attributable to equity - - - 14,173,798 14,173,798
holders
-
Balance at 31 December 2005 5,173,462 39,698,503 - 21,303,413 66,175,378
Prior year adjustment (note 9) - - - (480,000) (480,000)
Balance Restated at 31 December 2005
5,173,462 39,698,503 - 20,823,413 65,695,378
The accompanying notes form an integral part of the financial statements
Consolidated Cash Flow Statement
1/01/2006 1/01/2005
To To
31/12/2006 31/12/2005
Notes # #
Operating Activities
Rent received 6,949,002 6,413,029
Bank and other interest received 2,302,761 528,855
Storage and handling sales 137,440 -
Expenses paid (2,770,176) (2,606,878)
Storage and handling costs (292,524) -
Interest paid and similar charges, including distributions on Income (5,032,709) (3,440,497)
Shares
Net cash inflow from operating activities 26 1,293,794 894,509
Investing Activities
Purchase of investments (18,453,602) (2,646,476)
Proceeds from sale of investments - 2,930,698
Net loans advanced to investments (13,349,909) (10,595,644)
Acquisition of subsidiary - net cash received 60,687 -
Other investment acquired (250,000) -
Purchase of investment properties (22,084,222) (35,072,874)
Sales of investment properties 12,484,224 3,866,558
Property, Plant and equipment (175,287) -
Net cash (outflow) from investing activities (41,768,109) (41,517,738)
Financing Activities
Issue of Ordinary Shares 66,725,498 58
Issue costs paid on issuance of Ordinary Shares (2,633,298) -
Dividends paid on Ordinary Shares (3,990,561) (2,447,118)
Draw down of long term loan 16,500,000 22,328,000
Loan repaid (2,500,000) -
Additional loan issue costs (192,130) (216,506)
Net cash inflow from financing activities 73,909,509 19,664,434
Increase/(decrease) in cash and cash equivalents 33,435,194 (20,958,795)
Cash and cash equivalents at 1 January 6,395,313 27,354,108
Cash and cash equivalents at 31 December 39,830,507 6,395,313
The accompanying notes form an integral part of the financial statements
Notes to the Consolidated Financial Statements
1. Operations
The Westbury Property Fund Limited is a closed-ended investment Company
incorporated in Guernsey whose investment objective is to achieve income and
capital growth from a diversified portfolio of commercial properties situated in
the United Kingdom, property related venture investments and asset backed
operating businesses including ports.
2. Principal Accounting Policies
Basis of Preparation
The financial statements of the Group have been prepared in conformity with
International Financial Reporting Standards (IFRS) issued by the International
Accounting Standards Board, interpretations issued by the International
Financial Reporting Interpretations Committee and applicable legal and
regulatory requirements of Guernsey Law, and reflect the following policies:
Convention
The financial statements have been prepared on a going concern basis under the
Historical Cost Convention except for the measurement at fair value of
investment properties and land and buildings.
Basis of Consolidation
The Group financial statements consolidate the financial statements of The
Westbury Property Fund Limited and its subsidiary undertakings drawn up to 31
December 2006.
All intra-group balances, transactions, income and expenses and profits and
losses resulting from intra-group transactions that are recognised in assets,
are eliminated in full.
Subsidiaries are fully consolidated from the date of acquisition, being the date
on which the Group obtains control, and continue to be consolidated until the
date that such control ceases.
Investments in Associates
The Group's investments in associates are accounted for under the equity method
of accounting. An associate is an entity in which the Group has significant
influence and which is neither a subsidiary nor a joint venture.
Under the equity method, investments in the associates are carried in the
balance sheet at cost plus post-acquisition changes in the Group's share of net
assets of the associates. After application of the equity method, the Group
determines whether it is necessary to recognise additional impairment loss with
respect to the Group's net investment in the associates. The consolidated
statement of operations reflects the share of the results of operations of the
associates after tax. Where there has been a change recognised directly in the
equity of the associates, the Group recognises its share of any changes and
discloses this, when applicable, in the statement of changes in equity.
The financial statements of the associates are prepared for the same reporting
year as the Group or with a maximum difference of no more than three months,.
Investments in Joint Ventures
The Group has interests in joint ventures which are jointly controlled entities.
A joint venture is a contractual arrangement whereby two or more parties
undertake an economic activity that is subject to joint control, and a jointly
controlled entity is a joint venture that involves the establishment of a
separate entity in which each venturer has an interest. The Group recognises its
interest in joint ventures using equity accounting. The equity accounting method
is described in the 'Investments in Associates' accounting policy above.
The financial statements of the joint ventures are prepared for the same
reporting year as the Group or with a maximum difference of no more than three
months.
Other Investment
Other investments are non-derivative financial assets that are not quoted in an
active market. After initial measurement at fair value, other investments are
subsequently carried at amortised cost using the effective interest method less
any allowance for impairment. Amortised cost is calculated taking into account
any discount or premium on acquisition and includes fees that are an integral
part of the effective interest rate and transaction costs. Gains and losses are
recognised in the Income Statement when the loans and receivables are
derecognised or impaired, as well as through the amortisation process.
Investment in Subsidiaries
Investments in subsidiaries are initially recognised and subsequently carried at
cost in the company financial statements.
Segmental Reporting
The Directors are of the opinion that the Group is engaged in a single segment
of business, being property investment and related business. The Group has two
elements of this being the Balanced Portfolio and Venture Portfolio. The
Group's venture investments are principally commercial property investments in
separately capitalised special purpose vehicles, in joint venture with other
investors. They share the characteristics of the Group's core Balanced
Portfolio properties. However, shareholders should be aware that the higher
gearing in some of these special purpose vehicles causes the Group's equity held
in such investments to be more susceptible to variations in the gross values of
the underlying property assets therein.
Impact of revisions to International Financial Reporting Standards
The following International Financial Reporting Standard has been revised for
periods commencing 1 January 2006 and has been adopted by the Group:
IAS39 Amendments - Financial Instruments: Recognition and Measurement
The Company has decided not to early adopt the following standard:
IAS1 - Presentation of Financial Statements
These revised standards have not had an impact on the Group's equity.
IASB and IFRIC have issued the following standards and interpretations with an
effective date after the date of these financial statements:
International Accounting Standards (IAS / IFRSs) Effective date
IFRS 7 Financial Instruments: Disclosures 1 January 2007
IFRS 8 Operating Segments 1 January 2009
IAS 1 Amendment - Presentation of Financial Statements: Capital Disclosures 1 January 2007
International Financial Reporting Interpretations Committee (IFRIC)
IFRIC 7 Applying the Restatement Approach under IAS 29 Financial Reporting in 1 March 2006
Hyperinflationary Economies
IFRIC 8 Scope of IFRS 2 1 May 2006
IFRIC 9 Reassessment of Embedded Derivatives 1 June 2006
IFRIC 10 Interim Financial Reporting and Impairment 1 November 2006
IFRIC 11 IFRS 2 - Group and Treasury Share Transactions 1 March 2007
IFRIC 12 Service Concession Arrangements 1 January 2008
The Directors do not anticipate that the adoption of these standards and
interpretations will have a material impact on the Group's financial statements
in the period of initial application.
Upon adoption of IFRS 7, the Group will have to disclose additional information
about its financial instruments, their significance and the nature and extent of
risks that they give rise to. More specifically the Group will need to disclose
the fair value of its financial instruments and its risk exposure in greater
detail. There will be no effect on reported income or net assets.
IAS 1 Presentation of Financial Statements
This amendment is required for accounting period beginning after 1 January 2007
and requires the Group to make new disclosures to enable users of the financial
statements to evaluate the Group's objectives, policies and processes for
managing capital.
Revenue recognition
Revenue is recognised to the extent that it is probable that the economic
benefits will flow to the Group and the revenue can be reliably measured.
Revenue is measured at the fair value of the consideration received, excluding
discounts, rebates, and other sales taxes or duty. The following specific
recognition criteria must also be met before revenue is recognised:
Interest income - Revenue is recognised as interest accrues (using the effective
interest method that is the rate that exactly discounts estimated future cash
receipts through the expected life of the financial instrument to the net
carrying amount of the financial asset).
Dividends - Revenue is recognised when the Company's right to receive the
payment is established.
Rental income - Rental income arising from operating leases on investment
properties is accounted for on a straight line basis over the lease terms and is
shown gross of any UK income tax.
Storage and handling income is recognised when invoiced and in accordance with
the contractual terms and is accounted for net of VAT.
Expenses
All expenses are accounted for on an accruals basis.
Dividends
In accordance with IAS 10 Events after the Balance Sheet Date, dividends on
ordinary shares declared before the year end but remaining unpaid are not
accrued for.
Issue Costs
The original placing expenses incurred amounted to #1,646,234 of which #251,000
related to bank loan issue costs. The remainder was allocated on a pro-rata
basis to the Capital and Income Shares, as follows:
Capital Shares #446,638
Income Shares #948,596
Bank Loan #251,000
The placing expenses allocated to the Capital Shares were written off in full
against the share premium account.
The placing expenses allocated to the Income Shares and Bank Loan are being
amortised through the Consolidated Statement of Operations based on the
effective interest rate method.
The placing expenses incurred in March and August 2006 in relation to the
Ordinary Shares issued in the year amounted to #2,633,298 and have been written
off in full against the share premium account.
Business Combinations and Goodwill
Business combinations are accounted for using the acquisition accounting method.
This involves recognising identifiable assets (including previously unrecognised
intangible assets) and liabilities (including contingent liabilities and
excluding future restructuring) of the acquired business at fair value.
Goodwill acquired in a business combination is initially measured at cost being
the excess of the cost of the business combination over the Group's interest in
the net fair value of the acquiree's identifiable assets, liabilities and
contingent liabilities. Following initial recognition, goodwill is measured at
cost less any accumulated impairment losses. For the purpose of impairment
testing, goodwill acquired in a business combination is, from the acquisition
date, allocated to each of the Group's cash generating units, or groups of cash
generating units, that are expected to benefit from the synergies of the
combination, irrespective of whether other assets or liabilities of the Group
are assigned to those units or groups of units. Each unit or group of units to
which the goodwill is allocated:
* represents the lowest level within the Group at which the goodwill is
monitored for internal management purposes; and
* is not larger than a segment based on either the Group's primary or
the Group's secondary reporting format determined in accordance with IAS 14
Segment Reporting.
Impairment of non-financial assets
The Group assesses at each reporting date whether there is an indication that an
asset may be impaired. If any such indication exists, or when annual impairment
testing for an asset is required, the Group makes an estimate of the asset's
recoverable amount. An asset's recoverable amount is the higher of an asset's or
cash-generating unit's fair value less costs to sell and its value in use and is
determined for an individual asset, unless the asset does not generate cash
inflows that are largely independent of those from other assets or groups of
assets. Where the carrying amount of an asset exceeds its recoverable amount,
the asset is considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset. In
determining fair value less costs to sell, an appropriate valuation model is
used.
Impairment losses of continuing operations are recognised in the income
statement in those expense categories consistent with the function of the
impaired asset, except for land and buildings previously revalued where the
revaluation was taken to equity. In this case the impairment is also recognised
in equity up to the amount of any previous revaluation.
For assets excluding goodwill, an assessment is made at each reporting date as
to whether there is any indication that previously recognised impairment losses
may no longer exist or may have decreased. If such indication exists, the Group
makes an estimate of recoverable amount. A previously recognised impairment loss
is reversed only if there has been a change in the estimates used to determine
the asset's recoverable amount since the last impairment loss was recognised. If
that is the case the carrying amount of the asset is increased to its
recoverable amount. That increased amount cannot ''exceed' the carrying amount
that would have been determined, net of depreciation, had no impairment loss
been recognised for the asset in prior years. Such reversal is recognised in the
income statement unless the asset is carried at revalued amount, in which case
the reversal is treated as a revaluation increase. Impairment losses recognised
in relation to goodwill are not reversed for subsequent increases in its
recoverable amount.
The following criteria are also applied in assessing impairment of specific
assets:
Impairment of Goodwill
Goodwill is allocated to cash generating units for the purpose of impairment
testing. This allocation is made to those cash generating units that are
expected to benefit from the business combination in which the goodwill arose.
An impairment review is conducted annually.
The recoverable amount of a cash generating unit is determined based on
value-in-use calculations. These calculations use cash flow projections based on
detailed financial models prepared by management, with all anticipated future
cash flows discounted to current day values.
Investment Property - Freehold
Freehold properties are initially recognised at cost, being the fair value of
consideration given, including transaction costs associated with the property.
After initial recognition, freehold properties are measured at fair value, with
unrealised gains and losses recognised in the Consolidated Income Statement of
Operations. Fair value is based upon the open market valuations of the
properties as provided by Knight Frank, a firm of independent chartered
surveyors, as at the balance sheet date.
Investment Property - Long Leasehold
Long leasehold properties are initially recognised as both an asset and lease
creditor at the present value of the ground rents payable over the term of the
lease. They are subsequently revalued in accordance with IAS 40 up to the fair
value as advised by the independent valuer as noted above for freehold
properties. The lease creditor is amortised over the term of the lease using
the effective interest method.
Property, Plant & Equipment
Plant and equipment are stated at cost, excluding the costs of day to day
servicing, less accumulated depreciation and any accumulated impairment in
value. Such cost includes the cost of replacing part of the plant and equipment
when that cost is incurred, if the recognition criteria are met.
Land and buildings are measured at fair value less depreciation on buildings and
impairment charged subsequent to the date of the revaluation.
Depreciation is provided at rates calculated to write off the cost less
estimated residual value of each asset over its expected useful life, as
follows:
* Plant & machinery - 20% reducing balance
* Fixtures, fittings & equipment - 20% reducing balance
* Buildings - 2% reducing balance
Valuations are performed frequently enough to ensure that the fair value of a
revalued asset does not differ materially from its carrying amount. Any
revaluation surplus is credited to the asset revaluation reserve included in the
equity section of the balance sheet, except to the extent that it reverses a
revaluation decrease of the same asset previously recognised in the Income
Statement, in which case the increase is recognised in the Income Statement. A
revaluation deficit is recognised in the Income Statement, except that a deficit
directly offsetting a previous surplus on the same asset is directly offset
against the surplus in the asset revaluation reserve.
An annual transfer from the asset revaluation reserve to retained earnings is
made for the difference between depreciation based on the revalued carrying
amount of the assets and depreciation based on the assets original cost.
Additionally, accumulated depreciation as at the revaluation date is eliminated
against the gross carrying amount of the asset and the net amount is restated to
the revalued amount of the asset. Upon disposal, any revaluation reserve
relating to the particular asset being sold is transferred to retained earnings.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market and are initially
recognised at fair value. After initial recognition loans and receivables are
subsequently carried at amortised cost using the effective interest method less
any allowance for impairment. Amortised cost is calculated taking into account
any discount or premium on acquisition and includes fees that are an integral
part of the effective interest rate and transaction costs. Gains and losses are
recognised in the income statement when the loans and receivables are
derecognised or impaired, as well as through the amortisation process.
Cash and Cash Equivalents
Cash and cash equivalents are defined as cash in hand, demand deposits, and
highly liquid investments readily convertible to known amounts of cash and
subject to insignificant risk of changes in value. For the purposes of the
Consolidated Cash Flow Statement, cash and cash equivalents consist of cash in
hand and deposits in banks.
Bank Loans and Borrowings
All bank loans and borrowings are initially recognised at fair value, less issue
costs where applicable. After initial recognition, all interest-bearing loans
and borrowings are subsequently measured at amortised cost using the effective
interest method. Amortised cost is calculated by taking into account any
discount or premium on settlement.
Income Shares
Income Shares, which exhibit characteristics of liabilities, are recognised as
liabilities in the Balance Sheet in accordance with International Accounting
Standard 32. Income Shares are initially recognised at cost, being the fair
value of the consideration received, less issue costs. After initial
recognition, Income Shares are subsequently measured at amortised cost using the
effective interest method. The corresponding distributions on these shares are
charged as interest expense in the Consolidated Statement of Operations over the
term of these shares and are accrued for from the date they are declared.
3. Material Agreements
(i) Under the terms of an appointment made by the Board on 11 January
2002, Westbury Fund Management Limited was appointed as Investment Manager to
the Company. The Investment Management Agreement was novated to Berrington Fund
Management Limited on 30 September 2003, and then to Assura Fund Management LLP
("AFML") on 15 May 2006. With effect from 11 January 2002 the Investment Manager
is paid a fee of 0.1% of Gross Assets (including the total amount available
under the loan facility) per calendar month payable monthly in arrears. In
addition, AFML is entitled to receive a performance fee of 15% of any return
above an 8% per annum (compound) hurdle as stated in the Prospectus dated 15
April 2002. Provision is made in the financial statements for the amount of
performance fee accrued to date based on the year end net asset value of the
Group. The Investment Manager's fees for 2006 include accrued performance fees
amounting to #7,706,139 (2005 - #1,467,323 - as restated). The Investment
Management Agreement is terminable by the Company on 36 months' notice, save in
circumstances where the Group's performance, as measured annually by reference
to the Investment Property Databank ("IPD"), is consistently materially below
the IPD Monthly Benchmark. In such circumstances the agreement can be terminated
by the Company, at the discretion of the Board, on six months' notice.
The Investment Manager has sub-delegated certain investment activities to
Invista Real Estate Management Limited (formerly Insight Investment Management
Ltd) and Barlows Asset Management Limited.
(ii) Under the terms of an Administration Agreement dated 11 January 2002,
the Company appointed Guernsey International Fund Managers Limited as
Administrator, Secretary and Channel Islands Stock Exchange Sponsor. This
agreement was terminated with effect from 1 May 2004. The Company entered into
an Administration Agreement dated 28 April 2004 with Mourant Guernsey Limited
(Mourant) under which Mourant agreed to provide services to the Company as
Administrator and Secretary to the Company. This agreement terminated on 11
September 2006 when Assura Administration Limited was appointed. Assura
Administration Limited is entitled to an annual fee calculated as to 0.09% on
the first #100m of Gross Assets and 0.07% of Gross Assets on the next #50m,
subject to an annual minimum of #75,000 per annum and such fees being invoiced
monthly in arrears.
Following the termination of the relationship with GIFM, the Company entered
into an agreement with Mourant Capital Markets Services Limited (MCMS) on 4 May
2004 under which MCMS provided services to the Company in relation to the
Company's listing on the Channel Islands Stock Exchange. This agreement was
terminated on 11 September 2006.
The Company entered into a Sponsorship Agreement (with effect from 11 September
2006) with Cenkos Channel Islands Limited (CCI) under which CCI agreed to
provide services to the Company in relation to the Company's listing on The
Channel Islands Stock Exchange
4. Directors' Fees 1/01/2006 1/01/2005
to to
31/12/2006 31/12/2005
During the year each of the Directors was entitled to the following # #
fees:
R. Baker-Bates (Chairman) 28,000 28,000
T. Chesney 20,000 20,000
P. Dickson - 20,000
W. Kay 20,000 20,000
I. Stokes 23,268 23,951
91,268 111,951
No other compensation was received by the Directors during 2005 or 2006.
5. Interest Payable and Similar Charges 1/01/2006 1/01/2005
to to
31/12/2006 31/12/2005
# #
Long term loan:
Interest payable 4,586,278 2,983,485
Non-utilisation and related fees 133,915 34,945
Amortisation of loan issue costs 107,066 45,368
Other interest - 333
Income Shares:
Distributions paid (Note 6) 421,736 421,734
Amortisation of issue costs 29,074 29,074
5,278,069 3,514,939
6. Dividends Paid on Income Shares 1/01/2006 1/01/2005
No. of to to
Income Rate 31/12/2006 Rate 31/12/2005
Shares pence # pence #
First interim dividend paid 20 April 2006 5,271,678 2.00 105,434 2.00 105,434
Second interim dividend paid 21 July 2006 5,271,678 2.00 105,434 2.00 105,433
Third interim dividend paid 27 October 2006 5,271,678 2.00 105,434 2.00 105,433
Final dividend paid 24 January 2007 5,271,678 2.00 105,434 2.00 105,434
Distributions paid 8.00 421,736 8.00 421,734
Dividends Paid on Ordinary Shares 1/01/2006 1/01/2005
No. of to to
Ordinary Rate 31/12/2006 Rate 31/12/2005
Shares pence # pence #
Final dividend for 2005 paid 25 January 2006 51,734,625 1.50 776,019 - -
First interim dividend paid 20 April 2006 56,908,086 1.50 853,621 1.5 895,080
Second interim dividend paid 21 July 2006 56,908,086 1.50 853,621 1.5 776,019
Third interim dividend paid 27 October 2006 100,486,657 1.50 1,507,300 1.5 776,019
Dividends paid 6.00 3,990,561 4.5 2,447,118
A final dividend of 1.5p was declared on 14 December 2006 and paid on 24 January
2007.
The Companies (Guernsey) Law, 1994 permits dividends to be paid out of profits
available for the purpose and the Company's Articles of Association state that
such profits available for distribution do not include realised or unrealised
profits on capital assets.
A portion of the 2005 dividend and the 2006 dividends paid during the year were
in excess of these distributable profits as defined above. In order for these
dividends to comply with the Law, the Directors intend to convert the entire
share premium reserve of #99,925,500 to a distributable reserve. This requires
shareholders' approval at the Company's Annual General Meeting on 18 May 2007
and application to the Royal Court of Guernsey immediately thereafter. The
Directors are confident of obtaining the requisite approval and consent of the
Royal Court of Guernsey.
7. Taxation
A reconciliation of the income tax charge applicable to the results from ordinary activities at
the statutory income tax rate to income tax expense at the Group's effective income tax rate for
the year is as follows:
2006 2005
# #
Net profit before taxation 42,770,838 13,698,057
UK Income tax at rate of 22% 9,409,584 3,013,573
Effects of:
Realised losses/(gains) on disposal of investment properties 3,470 (167,889)
Realised gains on disposal of investments - (303,750)
Capital gains on revaluation of investment properties not taxable (2,789,263) (2,512,095)
Income not taxable including interest receivable and share of
profits of associates and joint ventures (8,862,898) (257,824)
Net effect of inter company loan interest (509,285) (474,380)
Losses arising not relievable against current tax 464,266 13,001
Expenses incurred not relievable against current tax 2,289,989 693,623
5,863 (4,259)
The Company and its Guernsey registered subsidiaries, Westbury Properties
Limited, Westbury Schools Limited and Endeavour Guernsey Limited, have obtained
exempt company status in Guernsey under the terms of the Income Tax (Exempt
Bodies) (Guernsey) Ordinance 1989 so that they are exempt from Guernsey taxation
on income arising outside Guernsey and on bank interest receivable in Guernsey.
Each Company is, therefore, only liable to a fixed fee of #600 per annum. The
Directors intend to conduct the affairs of these Guernsey registered companies
such that they continue to remain eligible for exemption.
Westbury Properties Limited, Westbury Schools Limited and Endeavour Guernsey
Limited are subject to United Kingdom income tax on income arising on the
investment properties, after deduction of debt financing costs, allowable
expenses and capital allowances.
WPL Investments Limited and WPL Ventures Limited are subject to taxation in
Guernsey. The taxation credit of #5,863 arises in Guernsey.
Westlink Group Limited and its subsidiaries are subject to corporation tax in
the UK.
8. Basic and Diluted Profit per Ordinary Share
The basic and diluted profit per Ordinary Share is based on profit attributable
to equity holders for the year of #42,776,701 and on 73,389,865 weighted average
number of Ordinary Shares in issue during the year.
The basic and diluted profit per equivalent Ordinary Share in 2005 is based on
profit attributable to equity holders for the year of #13,693,798 and on
51,710,843 Ordinary Shares, being the weighted average number of equivalent
Ordinary Shares in issue during the year.
9. Prior Year Adjustment
The accrual for the performance fee payable to the Investment Manager was
understated by #480,000 at 31 December 2005 and the charge to profit and loss
account understated by that amount for the year ended 31 December 2005. The
basic and diluted earnings per share in 2005 was disclosed as 127.91p in last
year's Annual Report and Financial Statements compared with the restated figure
of 126.99p.
10. Investments in Subsidiary Companies
The Company owns the whole of the issued Ordinary Share capital of Westbury
Properties Limited, specially formed to act as the property investment holding
company for the Group, and WPL Ventures Limited, an investment holding company,
both of which are incorporated and registered in Guernsey.
Westbury Properties Limited owns the whole of the issued Ordinary Share capital
of WPL Investments Limited, Westbury Schools Limited and Endeavour Guernsey
Limited, which are property and related investment companies and are
incorporated and registered in Guernsey, and of the following United Kingdom
registered companies:
* Westbury (Yorkshire) Limited (dormant)
* Westbury (Hull) Limited (dormant)
The Company owns 21% of the share capital of Westlink Group Limited. WPL
Investments Limited owns the entire members' capital of Westlink Investment
Syndicate LLP which in turn holds 79% of the shares in Westlink Group Limited.
Westlink Group Limited, which is incorporated in the United Kingdom, holds the
entire share capital of Westlink Holdings Limited, Westlink Storage & Shipping
Company Limited and Inhoco 3185 Limited. It also holds the entire share capital
of Victa Westlink Rail Limited but agreement has been reached to divest a
minority stake in the equity in this company in return for the acquisition of
the business and assets of Victa Railfreight Limited from the current
shareholders, two of whom have become full time management employees of Victa
Westlink Rail Limited, subject to contract.
A table listing all the subsidiaries is below:
Name of Subsidiary Place of incorporation Share-holding Share- Business Activity
2006 holding
2005
Westbury Properties Limited Guernsey 100% 100% Property investment
WPL Ventures Limited Guernsey 100% 100% Investment in property related
ventures
WPL Investments Limited Guernsey 100% 100% Investment in property related
ventures
Westbury (Yorkshire) England 100% 100% Dormant
Limited
Westbury (Hull) Limited England 100% 100% Dormant
Endeavour Guernsey Limited Guernsey 100% 100% Property investment
Westbury Schools Limited Guernsey 100% N/A Property investment
(formerly Westbury Retail
Limited)
Westlink Investment England 100% 50% Investment holding
Syndicate LLP
Westlink Group Limited England 100% 39.5% Holding Company
Inhoco 3185 Limited England 100% 39.5% Holding Company
Westlink Holdings Limited England 100% 39.5% Property investment
Westlink Storage & Shipping England 100% 39.5% Storage, shipping and handling
Company Limited of goods
Victa Westlink Rail Limited England 100% N/A Rail freight
In 2005 the share capital owned by the Group in Westlink Group Limited of
#150,765 was impaired and provided for. In the current year this impairment was
reversed. The loss in the prior year was charged to share of profits after
taxation/(losses) of associates and joint ventures. The reversal in the current
year has been credited to cost of investment in subsidiary (see Note 15).
11. Investment Property
Properties are stated at fair value, which has been determined based on
valuations performed by Knight Frank as at 31 December 2006, on the basis of
open market value, supported by market evidence, in accordance with
International Valuation Standards.
31/12/2006 31/12/2005
# #
At 1 January 116,873,062 73,485,000
Additions at cost 22,394,222 35,072,874
Disposals (12,500,000) (3,103,425)
Movement in unrealised gain on revaluation of investment 12,678,466 11,418,613
properties
At 31 December 139,445,750 116,873,062
At the time of original Admission to The London Stock Exchange, one asset,
Admiral Retail Park, Eastbourne, represented more than 15% of the gross assets
of the Group. In order to comply with Section 21.27 (e) of the FSA Listing
Rules, a Put Option Agreement was entered into, and subsequently in 2003, was
exercised under which the Group sold one of the units at Admiral Retail Park to
Barlows Holdings Limited for a consideration of #3.75m. Under this agreement
Barlows Holdings Limited also benefits from a 25% share of the profit arising on
any sale of the whole of the retail park (including the unit owned by them).
During the year ended 31 December 2006, the Group has complied with Sections
21.27 (f) to 21.27 (i) of the FSA Listing Rules.
12. Investments in associates and joint ventures
Business Year End Issued Residence Percentage of nominal
Ordinary value of issued
Shares of #1 shares or members'
each capital held
Ropewalks One LLP(2) 30 September n/a UK 50%
One Plantation Place Unit Trust(1) n/a Jersey 21.9%
Westbury Fitness Limited 31 December 10,000 Guernsey 50%.
Westbury Fitness Hull Limited 1 Isle of Man 50% (wholly owned by
Westbury Fitness
Limited).
DV3 Mid City Limited (1) (3) 31 March 10,000 BVI 19.73%
Westar Limited 31 December 10,000 Guernsey 50%
Westar 2 Limited 31 December 10,000 Guernsey 50%
Endeavour Ware Limited(1) 31 December 10,000 Guernsey 47.5%
Endeavour Guildford Limited 4 31 December 2 Guernsey 50%
Weston Point Studios Limited 31 August 2 UK 50%
The Group's share of accumulated profits, revaluation gains and taxation has benefited in 2006 from
very sizeable and beneficial surpluses on revaluation of properties owned in the DV3 Mid City
Limited, Westar Limited and One Plantation Place Unit Trust joint ventures.
(1) These entities are associates, all others are joint ventures.
(2) As at 31 December 2006, the Group had invested #500,000 as Member's capital and advanced #7
million as loans to Ropewalks One LLP.
In 2006, the Group has not recognised any profits from the investment due to the estimation
uncertainties involved in establishing the Group's share of the profits.
These estimation uncertainties are a result of the following:
* The Ropewalks project has not reached final completion of construction, snagging and all
residential sales and the development costs cannot be finalised until completion has been achieved
* Ropewalks One LLP is in dispute with the contractor over the final account which cannot be
determined with certainty.
The Group has assessed whether there are any indicators as at the balance sheet date that the
investment may be impaired and have concluded that the amounts recoverable from the investment are
in excess of the carrying amount. Therefore the carrying amount as at the balance sheet date is
appropriate.
(3) Treated as an associated company, given the Group's right to enforce a sale of the company's
underlying property asset.
4 Acquired a property and commenced trading post year end with a further 9,998 shares being issued
in January 2007.
The above investments comprise:
2006 2005
Group Group
# #
Cost of shares or member's capital 19,608,171 1,537,358
Loans 13,202,600 13,395,699
Share of accumulated profits, revaluation gains/(deficits) and taxation 37,801,455 (49,797)
70,612,226 14,883,260
The following information is given in respect of the Group's share of all
associates and joint ventures:
2006 2005
Group Group
# #
Fixed Assets 231,506,545 69,618,671
Current Assets 13,506,688 6,781,090
245,013,233 76,399,761
Liabilities due within one year 12,307,222 7,358,472
Liabilities due after one year 175,509,961 66,956,253
187,817,184 74,314,725
Share of net assets 57,196,049 2,085,036
Add back loans 13,202,600 13,395,699
Adjustment for provisions 213,577 (597,475)
Carrying amount of associates and joint ventures 70,612,226 14,883,260
Share of associates and joint ventures revenue and profit:
Revenue 11,011,734 5,334,725
Profit/(Loss) 38,913,845 (95,204)
The movement on investments in associates and joint ventures during the year was
as follows:
2006 2005
Group Group
# #
Balance at 1 January 14,883,260 3,240,954
Acquired in year 18,453,602 2,646,476
Disposal proceeds - (2,930,698)
Net loans advanced 13,349,909 10,595,644
Transfer to subsidiary (14,064,216) -
Profits realised - 1,380,681
Share of accumulated profits, revaluation gains/(deficits) and taxation 37,989,671 (49,797)
Balance at 31 December 70,612,226 14,883,260
#12.3m was advanced to Westlink Holdings Ltd in the period prior to it becoming
a wholly owned subsidiary largely to enable it to acquire the freehold of the
Weston Point docks site.
13. Property, Plant and Equipment
Land & Plant & Fixtures, Total
Buildings machinery fittings &
equipment
# # # #
Cost At 31 December 2005 - - - -
At acquisition 12,061,202 71,309 10,286 12,142,797
Adjustment to fair value at acquisition (1,561,202) - - (1,561,202)
Fair Value 10,500,000 71,309 10,286 10,581,595
Additions in period post acquisition 160,115 5,823 9,349 175,287
Movement in unrealised gain on
revaluation at 31 December 2006
339,885 - - 339,885
At 31 December 2006 11,000,000 77,132 19,635 11,096,767
Depreciation
At 31 December 2005 - - - -
Charge for the period - 9,239 3,417 12,656
At 31 December 2006 - 9,239 3,417 12,656
Net Book Value
At 31 December 2006 11,000,000 67,893 16,218 11,084,111
At acquisition 12,061,202 71,309 10,286 12,142,797
Land and buildings are stated at fair value, which has been determined based on
valuations performed by Knight Frank as at 31 December 2006, on the basis of
open market value, supported by market evidence, in accordance with
International Valuation Standards.
The land and buildings are located at Weston Point Docks in Runcorn and were
acquired through the acquisition of the Westlink Group Limited. The valuation
assumes that all buildings will be demolished in due course as development of
the port progresses. No depreciation will be charged until the redeveloped land
and buildings are ready for use.
14. Other Investment
31/12/2006 31/12/2005
# #
Investment in Whitecote Limited (incorporated in Jersey) 250,000 -
250,000 -
The investment in Whitecote Limited is made up of 10 Ordinary Shares of #1 each
(being 4.3% of the total equity) plus 250,000 unsecured loan notes of #1 each.
Whitecote Limited owns the Banstead Estate comprising approximately 526 acres of
agricultural land in Surrey with prospects for added value through selective
planning gain in due course.
15. Goodwill
On 8 August 2006 the Group acquired the 50% interest in the member's capital of
Westlink Investment Syndicate LLP not already owned by the Group. On the same
date the Group acquired the 21% interest in the equity of Westlink Group Limited
not already owned by Westlink Investment Syndicate LLP. As a result, Westlink
Group Limited became a wholly-owned subsidiary of the Group.
The net assets acquired, fair value of consideration paid and goodwill arising
on these transactions are set out in the table below.
Total
#
Land & buildings - book value 12,061,202
Revaluation to fair value at acquisition (1,561,202)
Fair value 10,500,000
Plant and equipment 81,595
10,581,595
Debtors 570,503
Cash 60,687
Current assets 631,190
Amount due to holding company (13,600,000)
Current liabilities (415,382)
(13,384,192)
Net liabilities acquired (2,802,597)
Fair value of shares in The Westbury Property Fund Limited 1,010,000
Cost of investment already held 150,765
Release of provision made against investment in associate previously (150,765)
Net consideration 1,010,000
Goodwill arising on acquisition 3,812,597
Net cash acquired with subsidiary 60,687
A provision of #150,765 was made against the investment in Westlink Group
Limited in 2005 due to its net liabilities and uncertainty about its bid to
acquire the freehold of the Weston Point docks site at that time. Westlink
Group Limited's future was secured when the latter bid was successful in April
2006.
721,428 Ordinary Shares in the Group were issued to fund the acquisition of
Westlink Group Limited. The fair value of the consideration was based on the
share price of the Group at the date the Group gained control of Westlink Group
Limited.
Westlink Group Limited and subsidiaries incurred a loss of #333,000 in the
period post acquisition on sales of #137,400 from storage and handling
operations at its existing land and buildings pending redevelopment of the site.
The Company tests annually whether goodwill has suffered any impairment. These
calculations use cash flow projections based on detailed financial models
prepared by management covering a five year period, with all anticipated future
cash flows discounted at rates of 7.5% and above, to current day values. Based
on the Company's assessment of the value of the business, development prospects
and future profitability of Westlink Group Limited, no adjustment is considered
necessary at 31 December 2006.
Other key assumptions include property yields ranging between 5.0% - 7% and
property development profits of 7.5% on development costs, discounted to current
day values.
The goodwill arising and at the year end is as follows:
2006 2005
# #
At 1 January - -
Arising in the year as above 3,812,597 -
Goodwill at 31 December 3,812,597 -
16. Debtors
31/12/2006 31/12/2005
# #
Trade debtors 92,427 -
VAT recoverable - 152,699
Other debtors 309,030 222,103
Rent receivable 2,205,001 2,757,779
Property purchase deposits - 310,000
Interest receivable 686,340 692,871
3,292,798 4,135,452
17. Creditors 31/12/2006 31/12/2005
# #
Trade creditors 36,955 -
Other taxation - 95,222
Investment Manager's fees 259,017 134,237
VAT payable 300,582 -
Other creditors 681,441 452,160
Income distributions 105,434 105,434
Rent deposits 519,388 381,875
Interest payable and similar charges 401,762 272,542
Property management expenses 87,591 93,390
Administration fee 15,719 10,311
Audit and taxation fee 100,200 49,000
Rents received in advance 1,701,240 2,452,630
4,209,329 4,046,801
18. Creditor due after more than one year 31/12/2006 31/12/2005
(as restated)
# #
Performance fee accrual due to the Investment Manager 9,618,133 1,911,994
19. Long Term Loan
31/12/2006 31/12/2005
Consolidated and Company # #
Long term loan at 1 January 65,828,000 43,500,000
Amount drawn down in year 16,500,000 26,000,000
Amount repaid in year (2,500,000) (3,672,000)
Total loan drawn down at 31 December 79,828,000 65,828,000
Allocation of loan issue costs (251,000) (251,000)
Additional loan issue costs (408,636) (216,506)
Amortisation of loan issue costs - prior years 78,942 50,228
Amortisation of loan issue costs - 2005 45,368 28,714
Amortisation of loan issue costs - 2006 107,066 45,368
79,399,740 65,484,804
The Company has a loan facility agreement with Bradford & Bingley PLC which
increased during the year from #73,000,000 to #115,000,000. As at 31 December
2006, the Company had drawn down #79,828,000 (2005 - #65,828,000) under this
agreement leaving an undrawn balance of #35,172,000. This loan is due for
repayment on 31 December 2010. Of the loan, #79,828,000 (2005 - #63,000,000) is
fixed at interest rates averaging 6.0% until 25 June 2009.
The fair value of the loan at 31 December 2006 was approximately #79,828,000
(compared with the principal of #79,828,000).
The loan is secured by way of a debenture and fixed charge over the wholly owned
investment property assets of the Group.
During the year, the Company's bank borrowings were subject to the following
financial covenants:
* Loan to value ratio - the aggregate outstanding loan to current
valuation of investment properties should not exceed the following percentages:-
Up to 2nd Anniversary 80%
From 2nd to 4th Anniversary 75%
From 4th to 6th Anniversary 70%
From 6th Anniversary to final repayment 65%
* Quarterly rental cover - net rental income shall be at least 140% of
loan interest payable.
* Period of occupational leases - at least 45% of net rental income
shall arise from occupational leases with unexpired terms of eight years or
more.
* No single property shall exceed #25 million.
The Company has been in compliance with the financial covenants throughout the
year.
20. Income Shares
31/12/2006 31/12/2005
Consolidated and Company # #
As at 1 January 5,148,110 5,119,036
Amortisation of issue costs 29,074 29,074
As at 31 December 5,177,184 5,148,110
In accordance with International Financial Reporting Standards, the Income
Shares are treated as a liability as described under Accounting Policies in Note
2.
The Income Shares are entitled to a fixed preferential distribution of 8% per
annum over the life of the Income Shares and are due to be redeemed by the
Company on 31 March 2010 at their issue price together with arrears of
distribution (if any).
The fair value of the Income Shares at 31 December 2006 was #5,561,620 (2005 -
#5,956,996) based on a market offer price of 105.5p (2005 - 113p) per share.
21. Share Capital
31/12/2006 31/12/2005
Authorised share capital - Capital Shares # #
Authorised at 1 January - 888,939 shares of 10p each - 88,894
Reduction during the year - (88,894)
Authorised at 31 December - nil - -
Authorised share capital - Ordinary Shares
Authorised at 1 January - 218,839,381 shares of 10p 21,883,938 21,883,938
each
Authorised at 31 December - 218,839,381 shares of 10p each 21,883,938 21,883,938
Authorised share capital - Deferred Shares
Authorised at 1 January - 1,000 shares of 0.1p each 1 1
Authorised at 31 December - 1,000 shares of 0.1p each 1 1
31/12/2006 31/12/2005
Number of Share Number of Share
Shares Shares Capital
Capital
# #
Capital Shares of 10p each issued and fully paid
Balance at 1 January - - 888,939 888,894
Converted to Ordinary Shares in the year - - (888,939) (888,894)
Balance at 31 December - - - -
31/12/2006 31/12/2005
Number of Share Number of Share
Shares Shares Capital
Capital
# #
Ordinary Shares of 10p each issued and fully paid
Balance at 1 January 51,734,625 5,173,462 51,383,491 5,138,349
Issued during the year 48,030,604 4,803,060 56 6
Issued on 8 August in exchange for shares in
Westlink Group Limited and members capital in
Westlink Investment Syndicate LLP 721,428 72,143 - -
Issued on the conversion of Capital Shares to - - 351,078 35,107
Ordinary Shares in the year
Balance at 31 December 100,486,657 10,048,665 51,734,625 5,173,462
Total share capital at 31 December 100,486,657 10,048,665 51,734,625 5,173,462
Voting Rights
Ordinary Shareholders are entitled to vote at all general meetings.
The Deferred Shares have no voting rights.
Dividends
After the payment of the fixed cumulative preference distribution of the Income
Shares, the Ordinary Shareholders are entitled to the balance of profit made
available for distribution by the Company.
The Deferred Shares carry no entitlement to dividends or other distributions out
of the profits of the Group.
Capital Entitlement
The Ordinary Shareholders are entitled to all capital once the holders of Income
Shares have been paid their entitlement of #1 of capital per Income Share.
The Deferred Shareholders are entitled to the repayment of the amounts paid up
on the Deferred Shares after payment in respect of each Ordinary Share and #1m.
22. Share Premium
31/12/2006 31/12/2005
# #
Share premium at 1 January 39,698,503 39,733,558
Proceeds on Ordinary Shares issued 61,922,439 -
Arising on shares issued in exchange for shares in 937,857 -
Westlink Group Limited and members capital in
Westlink Investment Syndicate LLP
Utilised on conversion of Capital Shares - (35,055)
Share issue expenses (2,633,299) -
Share premium at 31 December 99,925,500 39,698,503
23. Revaluation Reserve
31/12/2006 31/12/2005
# #
Revaluation reserve at 1 January - -
Movement in unrealised gain on revaluation at 31 December 339,885 -
Revaluation reserve at 31 December 339,885 -
24. Retained earnings
31/12/2006 31/12/2005
# #
Retained earnings at 1 January 20,823,413 9,576,733
Profit attributable to equity holders 42,776,701 14,173,798
Dividends on Ordinary Shares (3,990,561) (2,447,118)
Retained earnings at 31 December 59,609,553 21,303,413
Prior year adjustment (Note 9) - (480,000)
25. Net Asset Value per Ordinary Share
The net asset value per Ordinary Share is based on the net assets attributable
to the Ordinary Shareholders of #169,923,603 (2005 - #65,695,378) and on
100,486,657 (2005 - 51,734,625) Ordinary Shares in issue at the balance sheet
date.
26. Note to the Consolidated Cash Flow Statement
1/01/2006 1/01/2005
to to
31/12/2006 31/12/2005
# #
Reconciliation of net (loss)/profit before investment result to net cash inflow from operating
activities:
Net (loss)/profit before investment result (7,881,523) 185,427
Taxation received/(paid) 5,863 (4,259)
Adjustment for non-cash items:
Depreciation 12,656 -
Amortisation of Income Share issue costs 29,074 29,074
Amortisation of loan issue costs 107,066 45,368
Decrease/(increase) in debtors 842,654 (2,630,663)
Increase in creditors 7,868,667 3,269,562
Other gains & losses 309,337 -
Net cash inflow from operating activities 1,293,794 894,509
Cash of #519,388 is not available for use by the Group being rent deposits held
on behalf of tenants (see Note 17).
27. Financial Instruments and Properties
The Group holds cash and liquid resources as well as having debtors and
creditors that arise directly from its operations. The Group has not entered
into any derivative transactions during the year under review.
The main risks arising from the Group's financial instruments and properties are
market price risk, credit risk, liquidity risk and interest rate risk. The
Board regularly reviews and agrees policies for managing each of these risks and
these are summarised below.
Market Price Risk
The Group's exposure to market price risk is comprised mainly of movements in
the value of the Group's investment in property. Property and property related
assets are inherently difficult to value due to the individual nature of each
property. As a result, valuations are subject to uncertainty. There is no
assurance that the estimates resulting from the valuation process will reflect
the actual sales price even where a sale occurs shortly after the valuation
date.
Rental income and the market value for properties are generally affected by
overall conditions in the local economy, such as growth in gross domestic
product, employment trends, inflation and changes in interest rates. Changes in
gross domestic product may also impact employment levels, which in turn may
impact the demand for premises. Furthermore, movements in interest rates may
also affect the cost of financing for real estate companies.
Both rental income and property values may also be affected by other factors
specific to the real estate market, such as competition from other property
owners, the perceptions of prospective tenants of the attractiveness,
convenience and safety of properties, the inability to collect rents because of
the bankruptcy or the insolvency of tenants or otherwise, the periodic need to
renovate, repair and release space and the costs thereof, the costs of
maintenance and insurance, and increased operating costs.
The Directors monitor market value by having independent valuations carried out
quarterly by Knight Frank.
Credit Risk
Credit risk is the risk that an issuer or counterparty will be unable or
unwilling to meet a commitment that it has entered into with the Group. In the
event of a default by an occupational tenant, the Group will suffer a rental
income shortfall and incur additional costs, including legal expenses, in
maintaining, insuring and re-letting the property. Given the enhanced rights of
landlords who can issue proceedings and enforcement by bailiffs, defaults are
rare and potential defaults are managed carefully by the credit control
department of the property manager. The maximum credit exposure in aggregate is
one quarter's rent of circa #2.6m, however this amount derives from all the
tenants in the portfolio and such a scenario is hypothetical. The Group's credit
risk is well spread across circa 55 tenants at any one time.
Liquidity Risk
Liquidity risk is the risk that the Group will encounter in realising assets or
otherwise raising funds to meet financial commitments. Investments in property
are relatively illiquid however the Group has tried to mitigate this risk by
investing in desirable properties in prime locations.
Interest Rate Risk
The Group's exposure to market risk for changes in interest rates relates
primarily to the Group's long-term debt obligations. The Group's policy is to
manage its interest cost using fixed rate debt.
The interest rate profile of the Group at 31 December 2006 is as follows:
Total Variable rate Assets on which no Weighted average
interest is
received interest rate
per annum
# # # %
Financial assets
Properties 139,445,750 - 139,445,750 -
Land & buildings 11,000,000 - 11,000,000 -
Investments 70,862,226 - 70,862,226 -
Goodwill 3,348,381 - 3,348,381 -
Tangible fixed assets 84,111 - 84,111 -
Non-current assets 224,740,468 - 224,740,468 -
Cash and cash equivalents 39,830,507 39,830,507 - 5.0
Debtors 3,292,798 - 3,292,798 -
Total assets as per Balance Sheet 267,863,773 39,830,507 228,033,266
Total Variable Fixed Liabilities Weighted Weighted
rate rate on which average average
no interest interest until
is paid rate maturity
per annum
# # # # % Years
Financial liabilities
Bank loans 79,399,740 - 79,399,740 - 6.0 4
Income Shares 5,177,184 - 5,177,184 - 8.0 4
Creditors 13,827,462 - - 13,827,462 - -
Total liabilities as
per Balance Sheet
98,404,386 - 84,576,924 13,827,462 - -
The interest rate profile of the Group at 31 December 2005 was as follows:
Total Variable Assets on Weighted
Rate which no Average
interest is interest rate
received per annum
# # # %
Financial assets
Properties 116,873,062 - 116,873,062 -
Investments 14,883,260 - 14,883,260 -
Non-current assets 131,756,322 - 131,756,322 -
Cash and cash equivalents 6,395,313 6,395,313 - 4.1
Debtors 4,135,452 - 4,135,452 -
Total assets as per Balance Sheet 142,287,087 6,395,313 135,891,774
Total Variable Fixed Liabilities on Weighted Weighted
Rate Rate which no average Average
interest is interest rate until
paid per annum maturity
# # # # % Years
Financial liabilities
Bank loans 65,484,804 2,828,000 62,656,804 - 5.9 5
Income Shares 5,148,110 - 5,148,110 - 8 5
Creditors 5,478,795 - - 5,478,795 - -
Total liabilities as
per Balance Sheet
76,111,709 2,828,000 67,804,914 5,478,795 - -
28. Commitments and Contingencies
On 19 December 2006, Victa Westlink Limited entered into a contract to acquire
the business of FM Rail Limited (in administration) for #500,000. The contract
is conditional upon Victa Westlink Rail Limited being granted a rail operating
license and, in due course, rail safety certificate. A deposit of #50,000 has
been paid pending completion which will take place in six months. Victa
Westlink Rail Limited is currently operating the business of FM Rail Limited
under an interim management agreement with the administrator. Victa Westlink
Rail Limited is 100% owned by Westlink Group Limited but has agreed, subject to
contract, to acquire the business of Victa Railfreight Limited in return for 40%
of the shares of Victa Westlink Rail Limited.
The Company has given a guarantee to British Waterways that certain heritage
structures including dock walls at Weston Point Docks will be maintained in good
order. This guarantee falls away once Westlink Holdings Limited has #20m or more
of net assets for two consecutive years. Westlink Holdings Limited had net
assets of over #20m at 31 December 2006.
The Company has given a guarantee to the joint administrators of FM Rail Limited
that Westlink Holdings Limited will retain net assets of #20m or more for the
period of the interim management agreement regarding the business of FM Rail
Limited (in administration).
29. Related Parties
Included in property management expenses is an amount of #132,208 (2005 -
#156,283) payable to Barlows Holdings Limited, a shareholder in the Company, in
accordance with their property management agreement with the Company's
subsidiary.
Barlows Holdings Limited also has an interest in Ropewalks One LLP, Endeavour
Guildford Limited, Endeavour Ware Limited and Admiral Retail Park.
The Group was charged administration fees of #131,643 (2005 - #119,497) by
Mourant Guernsey Limited, #7,500 (2005 - #10,311) of which was outstanding at
the balance sheet date. Iain Stokes, who is a Director of the Company, is also a
Director of Mourant Guernsey Limited.
The Company was charged investment managers fees totalling #803,013 (2005 -
#1,535,996) by Assura Administration Limited (formerly Berrington Fund
Management Limited), #15,719 (2005 - #134,237) of which was outstanding at the
balance sheet date. At 31 December 2005, Assura Administration Limited held
812,000 Ordinary Shares in the Company, which were sold in the year.
The Company was charged investment managers fees totalling #1,769,868 (2005 -
#nil) by Assura Fund Management LLP (formerly Berrington Fund Management LLP),
#nil (2005 - #nil) of which was outstanding at the balance sheet date. Messrs R.
Burrell and N. Rawlings, who are members of the Investment Committee of the
Company, are also representatives of Assura Fund Management LLP and hold shares
in the latter entity's ultimate holding company, Assura Group Limited.
Provision has been made for a performance fee payable to Assura Fund Management
LLP, in respect of the year ended 31 December 2006 of #7,706,139 (2005 -
#1,467,323).
Ropewalks One LLP, of which WPL Ventures Limited is a member, exchanged
contracts for the sale of part of its development to Assura Property Limited, a
subsidiary of Assura Group Limited, which is the parent company of Assura Fund
Management LLP, for #4,031,000 in 2005. This contract completed in January 2007.
Ropewalks One LLP sold one apartment, at full market price, to Iain Stokes for
completion in 2007. Iain Stokes had paid a 10% deposit of #16,800 at 31 December
2005 and 2006.
30. Post Balance Sheet Events
Endeavour Guildford Limited completed its acquisition of land and buildings at
Guildford on 15 February 2007 for #2,200,000.
On 24 January 2007, the Company announced that it intends to dispose of the
majority of its portfolio of directly owned properties, subject to shareholder
approval. Offers are being sought with a view to a sale being agreed in March
subject to shareholder approval and completion, if approved in April.
Company Income Statement
1/01/2006 1/01/2005
to to
31/12/2006 31/12/2005
Notes # #
Income
Dividends received from subsidiary companies 10,000,000 -
Interest receivable from subsidiary companies 7,702,659 5,632,923
Management charge to subsidiary companies 684,189 408,606
Bank and other interest 699,092 393,496
Total Income 19,085,940 6,435,025
Expenses
Interest payable and similar charges, including A 5,393,555 3,514,606
distributions on Income Shares
Investment Manager's fees 3(i) 2,572,881 1,535,996
Performance fee 3(i) 7,706,139 1,467,323
Provision for impairment of loan due from a subsidiary C 1,500,000 -
Legal and professional fees 138,482 25,693
Share reorganisation expenses - 2,284
Administration fee 3(ii) 169,150 119,497
Directors' fees 4 91,268 111,951
General expenses 186,032 148,844
Bank charges 2,278 15,757
Audit fees 36,800 21,185
Tax consultancy fees 5,660 18,102
Total Expenses 17,802,245 6,981,238
Net profit/(loss) for the year 1,283,695 (546,213)
Dividends on Ordinary Shares 6 (3,990,561) (2,447,118)
Loss transferred to reserves (2,706,866) (2,993,331)
Where applicable, the accounting policies for the Company are the same as those
of the Group. The are an integral part of these financial statements . Where
the same items appear in the Group Financial Statements, reference is made to
the notes.
Company Balance Sheet
31/12/2006 31/12/2005
Notes # #
Non-current Assets
Investments in subsidiary companies B 27,950,002 21,094,802
Loans to subsidiary companies C 130,475,789 84,924,751
158,425,791 106,019,553
Current Assets
Cash and cash equivalents 24,771,655 6,233,206
Loans to subsidiary companies D 13,319,597 -
Other debtors 79,333 39,768
38,170,585 6,272,974
Total Assets 196,596,376 112,292,527
Current Liabilities
Creditors E 875,222 616,856
Non-current Liabilities
Performance fee provision 18 9,618,133 1,911,994
Long term loan 19 79,399,740 65,484,804
Income Shares 20 5,177,184 5,148,110
94,195,057 72,544,908
Total Liabilities 95,070,279 73,161,764
Net Assets 101,526,097 39,130,763
Represented by:
Capital and Reserves
Share capital 21 10,048,665 5,173,462
Share premium 22 99,925,500 39,698,503
Retained earnings F (8,448,068) (5,741,202)
Issued capital and reserves 101,526,097 39,130,763
The financial statements were approved at a meeting of the Board of Directors
held on 26 February 2007 and signed on its behalf by:
Tim Chesney, Director
Iain Stokes, Director
Where applicable, the accounting policies for the Company are the same as those
of the Group. The notes are an integral part of these financial statements .
Where the same items appear in the Group Financial Statements, reference is made
to the notes.
.
Company Statement of Changes in Equity
Share Share Premium Retained Earnings Reserves
Capital
# # # #
Balance at 1 January 2006 5,173,462 39,698,503 (5,741,202) 39,130,763
Issue of Ordinary Shares 4,875,203 62,860,295 - 67,735,498
Issue costs paid on issuance of Ordinary
Shares
- (2,633,298) - (2,633,298)
Dividends on Ordinary Shares - - (3,990,561) (3,990,561)
Profit attributable to equity holders - - 1,283,695 1,283,695
Balance at 31 December 2006 10,048,665 99,925,500 (8,448,068) 101,526,097
Share Share Premium Retained Earnings Reserves
Capital
# # # #
Balance at 1 January 2005 5,138,349 39,733,558 (2,747,871) 42,124,036
On Conversion of Capital Shares 35,107 (35,107) - -
Issue of Ordinary Shares 6 52 - 58
Dividends on Ordinary Shares - - (2,447,118) (2,447,118)
Loss attributable to equity holders - - (66,213) (66,213)
Balance at 31 December 2005 5,173,462 39,698,503 (5,261,202) 39,610,763
Prior year adjustment (Note 9) - - (480,000) (480,000)
5,173,462 39,698,503 (5,741,202) 39,130,763
Where applicable, the accounting policies for the Company are the same as those
of the Group. The notes are an integral part of these financial statements .
Where the same items appear in the Group Financial Statements, reference is made
to the notes.
.
Company Cash Flow Statement
1/01/2006 1/01/2005
to To
31/12/2006 31/12/2005
Note # #
Operating Activities
Dividends received 10,000,000 -
Bank and other interest received 8,401,751 5,949,654
Expenses paid (3,112,970) (1,977,117)
Interest paid and similar charges, including distributions on Income (5,128,195) (3,440,164)
Shares
Management charges received 684,189 408,606
Net cash inflow from operating activities G 10,844,775 940,979
Investing Activities
Purchase of investments (5,845,200) (7,094,801)
Net loans advanced to investments (60,370,635) (27,798,288)
Net cash (outflow) from investing activities (66,215,835) (34,893,089)
Financing Activities
Issue of Ordinary Shares 66,725,498 58
Issue costs paid on issuance of Ordinary Shares (2,633,298) -
Dividends paid on Ordinary Shares (3,990,561) (2,447,118)
Draw down of long term loan 16,500,000 22,328,000
Repayment of long term loan (2,500,000) -
Additional loan issue costs (192,130) (216,506)
Net cash inflow from financing activities 73,909,509 19,664,434
Increase/(decrease) in cash and cash equivalents 18,538,449 (14,287,676)
Cash and cash equivalents at 1 January 6,233,206 20,520,882
Cash and cash equivalents at 31 December 24,771,655 6,233,206
Where applicable, the accounting policies for the Company are the same as those
of the Group. The notes are an integral part of these financial statements .
Where the same items appear in the Group Financial Statements, reference is made
to the notes.
Notes to the Company Financial Statements
A. Interest Payable and Similar Charges 1/01/2006 1/01/2005
to to
31/12/2006 31/12/2005
# #
Long term loan:
Interest payable 4,681,764 2,983,485
Non-utilisation and related fees 153,915 34,945
Amortisation of loan issue costs 107,066 45,368
Income Shares:
Distributions paid (Note 6) 421,736 421,734
Amortisation of issue costs 29,074 29,074
5,393,555 3,514,606
B. Investments in Subsidiary Companies
31/12/2006 31/12/2005
# #
Westbury Properties Limited 26,810,000 21,094,800
WPL Ventures Limited 130,002 2
Westlink Group Limited 1,010,000 -
27,950,002 21,094,802
C. Loans to Subsidiary Companies
2006 2005
# #
Westbury Properties Limited 101,745,417 84,278,960
Westlink Group Limited 22,500,000 -
WPL Ventures Limited 7,730,372 645,791
Less provision for impairment (1,500,000) -
130,475,789 84,924,751
At the year end, unsecured subordinated loans outstanding were #115,033,573
(2005 - #84,278,960) with Westbury Properties Limited, #22,500,000 (2005 - #nil)
with Westlink Group Limited and #7,761,813 (2005 - #645,791) with WPL Ventures
Limited, in support of property acquisitions and related ventures. Interest
charged for the year, included within the loan balances, amounted to #7,413,437
(2005 - #5,505,737) on the Westbury Properties Limited loan and #289,222 (2005 -
#50,421) on the WPL Ventures Limited loan. The loans are repayable in 2010 and
interest is charged on the loans at the fixed rate for that period plus a margin
of 3% (2005 - 3%). The loan to Westlink Group is interest free. The provision
for impairment of #1,500,000 has been made against the loan due to the Company
from the Westlink Group Limited.
D. Loans to Subsidiary Companies
2006 2005
# #
Westbury Properties Limited 13,288,156 0
WPL Ventures Limited 31,441 0
13,319,597 0
At the year end, unsecured subordinated loans outstanding were #13,288,156 (2005
- #nil) with Westbury Properties Limited and #31,441 (2005 - #nil) with WPL
Ventures Limited, in support of property acquisitions and related ventures. The
loans are repayable upon demand and interest free.
E. Creditors 31/12/2006 31/12/2005
# #
Investment Manager's fees 259,017 134,237
Administration fee 15,719 10,311
Audit fee 25,000 10,000
Income distributions 105,434 105,434
Interest payable and similar charges 401,762 272,542
Other creditors 68,290 84,332
875,222 616,856
F. Retained earnings
31/12/2006 31/12/2005
# #
Retained earnings at 1 January (5,741,202) (2,747,871)
Net profit/(loss) for the year 1,283,695 (66,213)
Dividends on ordinary shares (3,990,561) (2,447,118)
Retained earnings at 31 December (8,448,068) (5,261,202))
Prior year adjustment (Note 9) - (480,000)
(8,448,068) (5,741,202)
G. Note to the Cash Flow Statement
1/01/2006 1/01/2005
to to
31/12/2006 31/12/2005
# #
Reconciliation of net profit/(loss) for the year to net cash inflow/(outflow) from operating
activities:
Net profit/(loss) for the year 1,283,695 (546,213)
Adjustment for non-cash items:
Amortisation of Income Share issue costs 29,074 29,074
Amortisation of loan issue costs 107,066 45,368
(Increase) in debtors (39,565) (29,069)
Increase in creditors 7,964,505 1,441,819
Provision for impairment of loan from a subsidiary 1,500,000 -
Net cash inflow from operating activities 10,844,775 940,979
This information is provided by RNS
The company news service from the London Stock Exchange
END
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