Interim Results

Westbury Property Fund Limited 15 August 2007 The Westbury Property Fund Limited Unaudited Interim Report for the six months ended 30 June 2007 Chairman's Statement For the period from 1 January 2007 to 30 June 2007 This has been another successful period for The Westbury Property Fund with an exciting outlook ahead. In line with the Company's stated strategy of repositioning itself as an asset backed logistics business, the Board announced in January 2007 that it was considering a disposal of a substantial part of its wholly owned property portfolio. I am pleased to announce that the Company has agreed to dispose of the majority of its wholly owned property portfolio for £142.1m. The sale will realise the excellent performance achieved to date for shareholders and is a significant step for the Company in meeting its new strategic objectives. At the same time the Company has agreed to merge with Eddie Stobart Holdings (Stobart Group), a long established and highly successful logistics business. The merger will bring together Stobart Group's established contract logistics operations with the emerging multi modal port and rail operations of the Company. This merger provides the enlarged group with a strong asset base which can be used to fund the future growth of the combined business. The merger offers both considerable synergies and significant value in the ability to offer customers a logistics solution incorporating national road, rail and both deep sea and inland waterway networks. It is the Board's intention that the enlarged Group re-names itself as Stobart Group Limited thereby benefiting from its excellent brand. The merger will be effected through the acquisition of Stobart Group by the Company for £137.7m in cash and new Ordinary Shares and completion of the disposal and merger is expected to take place in September 2007. Stobart Group benefits from strong management and its acquisition, along with disposal of the property portfolio, will lead to termination of the Company's investment management agreement with Assura Fund management LLP. Full details and the reasons behind the proposals can be found in the Circular and Prospectus. Both the sale of the property portfolio and the merger with Stobart Group, and consequential termination of the investment management agreement, are conditional on the approval of shareholders. Net Asset Value and Dividend Policy As at 30 June 2007, the unaudited net asset value per share due to ordinary shareholders was 164.71p compared to 169.10p as at 31 December 2006. This figure fully provides for both the termination of the investment management agreement and the payment of the performance fee due to the investment manager. Assuming the investment management agreement were not to be terminated, the NAV grew to 175.35p as at 30 June 2007 from 169.10p at the 2006 year end on a like-for-like basis. It is the Board's intention, following agreement to the above proposals, that the year end will be changed to 28 February, in line with that of Stobart Group. Furthermore that dividend payments on Ordinary Shares will be made twice yearly with an interim and final dividend payable effective October and May respectively. The Board is today declaring an interim dividend of 2.70p per Ordinary Share for the 14 month period ending 28 February 2008. This is in addition to the quarterly dividends already paid on the Ordinary Shares summarised in note 6. Following an application to the Royal Court of Guernsey, £99,925,500 was transferred from the Share Premium account to Distributable Reserves on 22 June 2007. Westlink Group Limited In March 2007 the company acquired, for £33.5m, AHC Westlink Limited (formerly AHC Warehousing Limited), together with some 100 acres of land, 650,000 sq ft of warehousing and four rail sidings in Widnes from which the company operates. The acquisition of an established and profitable warehousing and distribution business is key to the company's growth strategy and provides a number of development opportunities and operational synergies with the existing operations based out of the Port of Weston at Runcorn. Terms have also been agreed to acquire, for £23m, the entire share capital of O'Connor Group Management Limited (O'Connor Group), a profitable logistics business with 6 rail sidings on its freehold site of around 40 acres adjacent to that of AHC Westlink at Widnes. The combination of O'Connor Group and AHC Westlink will create one of the UK's largest rail freight hubs and, working in partnership with Halton Borough Council, will comprise the core of the larger international multi modal freight gateway strategically located in the heart of the North West and very close to the Company's Port of Weston. I am pleased to report that encouraging progress is being made at the Port of Weston where the Company is committed to the development of an inter modal transport facility providing road, rail, deep sea and inland waterway connectivity. The company's rail freight subsidiary, Victa Westlink Rail, is now providing a rail freight train service offering inter modal customers aggregated load opportunities between the south-east ports and Scotland in addition to undertaking ad hoc services. The 75% owned subsidiary has concluded the purchase of the business of FM Rail from the administrator following the recent grant to the company of Passenger and Freight Operating Licences by the Office of Rail Regulation. Joint Venture Property Investments The Company's joint venture investments will continue to be realised according to individual business plans so that returns can be maximised. It is anticipated that the proceeds from future sales of these investments will be re-invested into the combined Stobart Group business. I am particularly delighted with the strong performance shown by the Company's central London joint venture investments in Mid City Place, High Holborn, London WC1 and Plantation Place, Fenchurch Street, London EC3. Both have benefited from the keen demand for good quality, well let investment property in London, which together with rental growth, has generated performance ahead of original expectations. The Company's interest in DV3 Mid City Limited has been sold very recently realising £21.4m and the Company may look to crystallise the performance already achieved at Plantation Place given the recent cooling in the wider property market notwithstanding ongoing rental growth in the City. In addition, the Company has seven other joint venture investments having acquired, during the period, a 50% stake in a mixed use investment on Tottenham Court Road, London W1. Post the portfolio disposal, one asset will remain wholly owned. In addition to Mid City Place and Plantation Place, good progress is being made with the other investments. The majority of the site in Ware has now been sold very profitably out of the associated company in which the Company holds a 47.5% stake. A resolution to grant planning permission, subject to a Section 106 agreement, for a change of use of the Stoughton Grange site has also now been granted. The Fund holds a 50% stake in the joint venture company which acquired the site in January 2007. Full Year Outlook The acquisition of and merger with Stobart Group, together with the disposal of the majority of the wholly owned portfolio and acquisition of O'Connor Group are significant and exciting steps in the evolution of the Company from a property investment company into an asset backed, storage, handling and multi modal logistics business. I refer you to the Circular and Prospectus for further details of the proposals. I commend these to you and confirm they will have the Board's full support. Rodney Baker-Bates Chairman 14 August 2007 Unaudited Consolidated Income Statement For the period 1 January 2007 to 30 June 2007 1/01/2007 1/01/2006 to to 30/06/2007 30/06/2006 Unaudited Unaudited £ £ Income Rent receivable 3,749,075 3,509,723 Storage, handling and transport sales 2,891,125 - Bank and other interest 1,436,316 96,241 Total Income 8,076,516 3,605,964 Expenses Interest payable and similar charges, including distributions on Income Shares 2,755,468 2,596,568 Storage, handling and transport costs 2,726,698 - Investment Manager's fees 1,643,623 1,083,736 Salaries 1,000,256 - General expenses 414,451 88,891 Legal and professional fees 351,966 222,217 Property management expenses 341,249 181,862 Administration fee 105,577 76,648 Audit and tax fees 77,092 21,190 Depreciation 59,623 - Directors' fees 52,233 44,000 Bank charges 12,378 12,122 Total Expenses 9,540,614 4,327,234 Net loss before investment result (1,464,098) (721,270) Realised gain on sale of investment properties - 21,566 Realised loss on sale of investment (67,345) - Movement in unrealised gain on revaluation of properties 3,686,973 7,167,605 Movement in unrealised gain on revaluation of investments 9,622,829 16,253,851 Exceptional Investment Manager's termination fee (see note (10,698,400) - 7) Performance fee (see note 7) (989,911) (5,225,842) Share of profit of associated company 20,923 - Profit before taxation 110,971 17,495,910 Taxation (5,290) 3,863 Profit for the half year 105,681 17,499,773 Basic and diluted profit per Ordinary Share 0.11p 31.94p Dividend per Ordinary Share (see note 6) 4.50p 4.50p Unaudited Consolidated Balance Sheet as at 30 June 2007 30/06/2007 31/12/2006 Unaudited Audited £ £ Non-current Assets Investment properties 143,162,500 139,445,750 Investments in associates and joint ventures 55,061,978 70,612,226 Property, plant and equipment 43,081,419 11,084,111 Other investment 250,000 250,000 Goodwill 5,497,692 3,812,597 247,053,589 225,204,684 Current Assets Cash and cash equivalents 8,383,101 39,830,507 Debtors 5,959,593 3,292,798 14,342,694 43,123,305 Non-current Assets classified as held for sale 21,431,043 - Total Assets 282,827,326 268,327,989 Current Liabilities Creditors 21,439,097 4,209,329 Provisions (see note 7) 10,698,400 - 32,137,497 4,209,329 Non-current Liabilities Creditors 528,664 9,618,133 Long-term loan 79,462,060 79,399,740 Income Shares 5,191,721 5,177,184 85,182,445 94,195,057 Total Liabilities 117,319,942 98,404,386 Net Assets 165,507,384 169,923,603 Represented by: Capital and Reserves Share capital 10,048,665 10,048,665 Share premium - 99,925,500 Distributable 99,925,500 - reserve Revaluation 339,885 339,885 reserve Retained earnings 55,193,334 59,609,553 Issued capital and reserves 165,507,384 169,923,603 Net Asset Value per Ordinary Share 164.71p 169.10p The unaudited financial statements on pages 6 to 11 were approved at a meeting of the Board of Directors held on 14 August 2007 and signed on its behalf by: Tim Chesney, Director William Kay, Director Unaudited Consolidated Statement of Changes in Equity For the period from 1 January 2007 to 30 June 2007 Share Share Distributable Revaluation Retained Reserves Capital Premium Reserve Reserve Earnings £ £ £ £ £ £ Balance at 1 January 10,048,665 99,925,500 - 339,885 59,609,553 169,923,603 2007 Transfer from share - (99,925,500) 99,925,500 - - - premium (1) Dividends on Ordinary - - - - (4,521,900) (4,521,900) Shares Profit attributable to - - 105,681 equity holders - - 105,681 Balance at 30 June 2007 10,048,665 - 99,925,500 339,885 55,193,334 165,507,384 Share Share Distributable Revaluation Retained Reserves Capital Premium Reserve Reserve Earnings £ £ £ £ £ £ Balance at 1 January 5,173,462 39,698,503 - - 20,823,413 65,695,378 2006 Issue of Ordinary 4,875,203 - 65,102,200 Shares, 60,226,997 - - net of issue costs Dividends on Ordinary - - - - (3,990,561) (3,990,561) Shares Profit attributable to - - - - 42,776,701 42,776,701 equity holders Revaluation of land and - - - 339,885 - 339,885 buildings Balance at 31 December 10,048,665 99,925,500 - 339,885 59,609,553 169,923,603 2006 (1) Following an application to the Royal Court of Guernsey, £99,925,500 was transferred from Share Premium account to Distributable Reserves on 22 June 2007. Unaudited Consolidated Cash Flow Statement For the period from 1 January 2007 to 30 June 2007 1/01/2007 1/01/2006 to to 30/06/2007 30/06/2006 Unaudited Unaudited £ £ Operating Activities Rent received 3,623,881 3,540,530 Interest received 1,350,366 77,086 Storage and handling sales 2,891,125 - Expenses paid (4,246,637) (1,798,792) Storage and handling costs (2,726,698) - Interest paid and similar charges, including distributions on Income Shares (2,687,784) (2,423,064) Net cash outflow from operating activities (1,795,747) (604,240) Investing Activities Purchase of investments - (19,948,734) Acquisition of subsidiary (see note 9) (12,709,289) - Acquisition of subsidiary - cash acquired (see note 9) 5,709,399 - Net loans repaid by (advanced to) investments 3,831,766 (2,106,220) Purchase of properties (29,777) (9,268,692) Sales of properties - 8,621,566 Property, plant and equipment acquired (23,458,346) - Sale of fixed assets 19,188 - Net cash outflow from investing activities (26,637,059) (22,702,080) Financing Activities Issue of Ordinary Shares - 6,725,499 Issue costs paid on issuance of Ordinary Shares - (226,325) Dividends paid on Ordinary Shares (3,014,600) (1,629,640) Draw down of long term loan - 16,500,000 Additional loan issue costs - (192,131) Net cash (outflow)/inflow from financing activities (3,014,600) 21,177,403 Decrease in cash and cash equivalents (31,447,406) (2,128,917) Cash and cash equivalents at 1 January 39,830,507 6,395,313 Cash and cash equivalents at 30 June 8,383,101 4,266,396 Notes to the Unaudited Financial Statements For the period from 1 January 2007 to 30 June 2007 1. The results for the six-month period, which are not statutory accounts and have not been audited, have been prepared on the same basis as set out in the audited accounts for the year ended 31 December 2006. 2. The results for the year ended 31 December 2006 constitute non-statutory accounts extracted from the statutory accounts for that period on which the auditors gave an unqualified report. 3. All turnover and operating profit arose from continuing operations. 4. Basic and diluted profit per Ordinary Share is based on profit attributable to equity holders for the period and on 100,486,657 Ordinary Shares (30 June 2006 - 54,792,969), being the weighted average number of equivalent Ordinary Shares in issue. 5. Distributions payable on Income Shares: 1/01/2007 1/01/2006 No. of Rate to Rate to Income pence 30/06/2007 pence 30/06/2006 Shares 2007 £ 2006 £ First interim distribution 5,271,678 2.00 105,434 2.00 105,434 paid 3 May 2007 (declared March 2007) Second interim 5,271,678 2.00 105,434 2.00 105,434 distribution paid 20 July 2007 (declared June 2007) 210,868 210,868 6. Dividends payable on Ordinary Shares: 1/01/2007 1/01/2006 No. of Rate to Rate to Ordinary pence 30/06/2007 pence 30/06/2006 Shares 2007 £ 2006 £ Final dividend for 2006 100,486,657 1.50 1,507,300 1.50 776,019 paid 24 January 2007 (2006 - 51,734,625) (declared December 2006) First interim dividend 100,486,657 1.50 1,507,300 1.50 853,621 paid 3 May 2007 (2006 - 51,734,625) (declared March 2007) Second interim dividend 100,486,657 1.50 1,507,300 1.50 853,621 paid 20 July 2007 (2006 - 51,734,625) (declared June 2007) 4,521,900 2,483,261 7. A performance fee of £989,911 is due to Assura Fund Management LLP, the Investment Manager, for the half year to 30 June 2007 (£5,225,842 for the half year to 30 June 2006). In addition to this, a termination fee has been calculated and provided for at £10,698,400 as at 30 June 2007 in accordance with the contractual arrangements with the Investment Manager whose contract is to be terminated. Upon termination the accrued performance fee of £10.6m will become payable by way of new shares issued. The termination fee will be payable in cash. Messrs R. Burrell and N. Rawlings, who are members of the Investment Committee of the Company, are Chief Executive Officer and Chief Financial Officer respectively, and also hold shares in Assura Group Limited, the ultimate holding company of Assura Fund Management LLP. 8. The figures for investment properties at 30 June 2007 and 31 December 2006 are based on valuations determined by Knight Frank. 9. Acquisition of AHC Westlink Limited (formerly AHC Warehousing Limited) and related companies £ Consideration paid 12,500,000 Cost of acquisition 209,289 12,709,289 Net assets acquired 11,449,066 Cash acquired at date of acquisition 5,709,399 Simultaneously the Company acquired land and buildings used by AHC Westlink Limited for £19,000,000 plus associated costs including SDLT. The total cost of the acquisition of AHC and land and buildings used by AHC was £33.5m. The above acquisition has been accounted for as an acquisition in accordance with IFRS3. The acquisition balance sheet has been adjusted to reflect provisional fair values. 10. A copy of this statement has been sent to every shareholder. Further copies are available from the Company's registered office. 11. The interim financial statements were approved at a meeting of the Board of Directors held on 14 August 2007. Management and Administration Directors: Rodney Baker-Bates Tim Chesney William Kay Iain Stokes Nick Watts (appointed 1 February 2007) Investment Committee: Richard Burrell Nigel Rawlings Ben Browne-Clayton Philip Gadsden Nick Montgomery Andrew Bird Registered Office: Suite 4 Albert House South Esplanade St. Peter Port Guernsey Channel Islands GY1 3TX Investment Manager: Assura Fund Management LLP Regus House Herons Way Chester Business Park Chester CH4 9QR Investment Advisers to Invista Real Estate Investment Management Ltd The Investment Manager: (formerly Insight Investment Management Limited) Exchequer Court 33 St. Mary Axe London EC3A 8AA Barlows Asset Management Limited Chepstow House Dee Hills Park Chester CH3 5AR Administrator and Assura Administration Limited Secretary: PO Box 327 Suite 4 Albert House South Esplanade St. Peter Port Guernsey Channel Islands GY1 3TX Channel Islands Cenkos Channel Islands Limited Sponsor: Suite F1 Hirzel Court St Peter Port Guernsey Channel Islands GY1 4JG Auditors: Ernst & Young LLP 14 New Street St. Peter Port Guernsey Channel Islands GY1 4AF Independent Property Knight Frank LLP Valuer: 20 Hanover Square London W1S 1HZ Principal Bankers: Bradford & Bingley PLC Croft Road Crossflatts Bingley West Yorkshire BD16 2UA Legal Advisers: Carey Olsen 7 New Street St. Peter Port Guernsey Channel Islands GY1 4BZ Stockbroker: Cenkos Securities Limited 6.7.8 Tokenhouse Yard London EC2R 7AS This information is provided by RNS The company news service from the London Stock Exchange
UK 100

Latest directors dealings