Shopping CentrePartnership-P2
Capital & Regional PLC
25 January 2002
Capital & Regional plc - Part 2
25 January 2002
CAPITAL & REGIONAL AND MORLEY FORM A £670 MILLION SHOPPING CENTRE PARTNERSHIP
(continued)
Unaudited pro forma statement of net assets of the Group
The following table sets out a pro forma statement of net assets of the Group
following the Proposed Transaction. This table has been prepared for
illustrative purposes only to show the effect of the Proposed Disposals as if
they had occurred on 24 June 2001. It also shows the effect of further
disposals which have been completed since 24 June 2001 which have been publicly
announced. Because of its nature, the pro forma statement of net assets may not
give a true picture of the financial position of the Group following the
Proposed Transaction.
Proposed disposal of shopping centres
Unaudited net Announced Revaluation of Other Disposal of Pro forma
assets at 24 transactions shopping adjustments shopping net assets
June 2001 centres centres
(note 1) (note 2) (note 3) (note 4) (note 5)
£000 £000 £000 £000 £000
Fixed assets
Property assets 721,782 (186,742) (12,118) 6,698 (460,703) 68,917
Other fixed assets 14,542 - - 14,542
Tangible assets 736,324 (186,742) (12,118) 6,698 (460,703) 83,459
Investment in
joint ventures
Share of gross 86,878 180,700 335,000 602,578
assets
Share of gross (58,996) (90,500) (165,000) (314,496)
liabilities
27,882 90,200 - - 170,000 288,082
764,206 (96,542) (12,118) 6,698 (290,703) 371,541
Current assets
Property assets 22,529 (3,728) (67) (78) (3,400) 15,256
Debtors 42,995 13,305 - (1,249) (3,197) 51,854
Cash at bank and 935 935
in hand
66,459 9,577 (67) (1,327) (6,597) 68,045
Creditors falling (61,280) (4,114) - (65,394)
due within one
year
Net current 5,179 5,463 (67) (1,327) (6,597) 2,651
assets /
(liabilities)
Total assets less 769,385 (91,079) (12,185) 5,371 (297,300) 374,192
current
liabilities
Creditors falling (463,333) 86,191 (10,683) 297,300 (90,525)
due after more
than one year
Provisions for - (500) 2,942 2,442
liabilities and
charges
Net assets 306,052 (5,388) (12,185) (2,370) - 286,109
Net assets per 388.1 362.8
share (note 6)
Fully diluted net 361.8 340.0
assets per share
(note 6)
Triple net assets 329.6 328.4
per share (note 6)
Calculation of net assets per share
Base Adjustments Proforma 1 Adjustments Proforma 2
data
Net assets 306,052 (23,658) 282,394 (50,400) 231,994
No shares 78,855,975 78,855,977 (18,000,000) 60,855,977
Basic NAV 388.1 358.1 381.2
Adjustment to assets (5,203) 15,760 10,557 10,557
Adjustment to shares 12,412,171 12,412,171 12,412,171
Triple net assets 300,849 (7,898) 292,951 (50,400) 242,551
Triple net shares 91,268,146 0 91,268,148 (18,000,000) 73,268,148
Triple net NAV 329.6 321.0 331.0
Proposed disposal of shopping centres
Unaudited Creation of
net assets retail park Capital Disposal
at 24 June investment expenditure Revaluation of
2001 fund since 24 of shopping shopping Deferred UITF Pro forma
(note 1) (note 2) June 2001 centres centres tax Fees 28 net assets
£000 £000 £000 £000 £000
Fixed
assets
Property 721,782 (186,742) 4,082 (10,105) (460,100) 68,917
assets
Other fixed 14,542 - - 14,542
assets
Tangible 736,324 (186,742) 4,082 (10,105) (460,100) - - - 83,459
assets
Investment
in joint
ventures
Share of 86,878 175,200 340,600 602,678
gross
assets
Share of (58,996) (85,000) (170,300) (314,296)
gross
liabilities
27,882 90,200 - - 170,300 - - - 288,382
764,206 (96,542) 4,082 (10,105) (289,800) - - - 371,841
Current
assets
Property 22,529 (3,728) - 18,801
assets
Debtors 42,995 13,305 (4,613) 51,687
Cash at 935 935
at bank
and in
hand
66,459 9,577 - - - - - (4,613) 71,423
Creditors
falling due (61,280) - - (61,280)
within one
year
Net current assets / 5,179 9,577 - - - - - (4,613) 10,143
Total 769,385 (86,965) 4,082 (10,105) (289,800) - - (4,613) 381,984
assets
less current
liabilities
Creditors (463,333) 85,870 (4,082) 289,800 (5,443) 167 (97,021)
falling due
after more
than one
year
Provisions - (4,614) 2,045 (2,569)
for liabilities
and charges
Net 306,052 (5,709) - (10,105) - 2,045 (5,443) (4,446) 28,394
assets
No. of shares 78,855,975
Fully 91,268,146
diluted
number of
shares
CULS 24,178
book
value
Deferred 27,833 11,467
tax
FRS 13 1,548
adjustment
Net bank 451,821
borrowings
CULS 24,642
value
Notes:
1. The net assets of the Group as at 24 June 2001 are
extracted from the unaudited interim report for the six months ended 24 June
2001 without any adjustment.
2. This adjustment shows the effect of further transactions
which have been publicly announced in press releases to the Regulatory News
Service on 23 August 2001, 29 November 2001, 4 December 2001 and 11 January
2002. These transactions represent:
• The disposal of investment properties with a book value of £186.7
million and development properties with a book value of £3.7 million;
• The receipt of net sales proceeds of £196.5 million;
• The accrual in debtors of deferred consideration of £15.1 million less
the write off of tenant incentives of £1.8 million arising from the disposals;
• The investment in partnerships of £90.2 million;
• The payment of cash of £20.1 million for capital expenditure since 24
June 2001 on the properties sold; and
• Provision for current taxation of £4.1 million and deferred taxation
of £0.5 million.
3. This adjustment shows the decrease in value of the Disposal
Properties from their book value at 24 June 2001 of £479.5 million to the
proposed sales proceeds of £460.7 million, after allowing for additional capital
expenditure incurred since 24 June 2001 of £6.6 million.
4. This adjustment shows:
• Additional capital expenditure incurred on the Disposal Properties
since 24 June 2001 of £6.6 million, being funded out of long term loans;
• The write off of tenant incentives of £1.3 million relating to the
Disposal Properties;
• The accrual of fees of £1.1 million and loan breakage costs of £2.9
million arising from the Proposed Transaction, being funded out of long term
loans; and
• The accrual of a deferred tax asset on the sale of the Disposal
Properties of £2.9 million.
5. This adjustment shows
• The sale of the Disposal Properties at a valuation of £467.3 million,
being the sale of investment properties for cash of £460.7 million, the sale of
current property assets for £3.4 million in cash and the sale of capital
contributions relating to those properties held in debtors for £3.2 million in
cash.
• The investment in The Mall Partnership of £170.0 million, with a net
repayment of debt of £297.3 million.
6. Net assets per share have been calculated using the number
of shares in issue at 24 June 2001 of 78,855,975. Diluted net assets per share
have been calculated after adjusting for the conversion of the Convertible
Unsecured Loan Stock ('CULS') and is based on a fully diluted number of shares
of 91,268,148 as at 24 June 2001. Triple net assets per share have been
calculated after adjusting for the conversion of the CULS, providing in full for
deferred tax and fair valuing the Group's debt and is based on a fully diluted
number of shares of 91,268,148 as at 24 June 2001.
7. Gearing as at 24 June 2001 assuming conversion of the CULS
to equity was 137% and pro forma gearing on the same basis would have been
approximately 26%.
8. Other than as described above, the information is sourced
from the relevant announcements or from the Group's underlying accounting
records. Other than as described above, no account has been taken of Group's
results since 24 June 2001.
This information is provided by RNS
The company news service from the London Stock Exchange
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