Final Results

UK Commercial Property Trust Ltd 02 April 2008 Final Results Announcement from 24 August 2006 (date of incorporation) to 31 December 2007 Financial Highlights and Performance Summary • Annual dividend yield of 7.55 per cent based on the period end share price. • Total dividend paid to date per Ordinary Share of 6.70p for the period to 31 December 2007. • The average unexpired lease term of the property portfolio is ten years and eight months. • Voids are at 2.99 per cent. • Currently no borrowing/gearing to date. • Property portfolio ranked in top quartile for covenant strength in the independent IPD Rental Information Service. Chairman's Statement for the period from 24 August 2006 to 30 June 2007 I am pleased to present the first annual report of the Company for the period from 24 August 2006 (date of incorporation) to 31 December 2007. Property Market This extended initial accounting period has seen radically contrasting fortunes for the UK Commercial Property sector. The initial period was characterised by a continuation of the optimism that had been seen in recent years. The 'tipping point' seems to have come during the second half of 2007 when the general market worries over inflation and increasing interest rates began to erode investor confidence. The US sub-prime problems which made headlines in July and August 2007 and the subsequent credit crunch fallout impacted investor confidence and translated to falls in value across all investment sectors. The FTSE All Share index fell 13% from its 2007 high in June and the IPD capital index was down almost 12% over the same period to 31 December 2007. The falls afflicting the commercial property sector and open end property funds in particular appeared to disregard the positive rental income and dividend aspects and the price performance of the latter failed to differentiate between funds with highly geared and riskier profiles and those with no gearing. Corporate Activity The Company commenced activities on 22 September 2006 with a successful share issue of 530 million Ordinary Shares of 25 pence each at an issue price of £1.00 per Ordinary Share which allowed the Company to acquire an initial property portfolio of 20 properties. This initial portfolio had an aggregate market value of £497.8 million at the time of acquisition. On the 1 March 2007 the Company had a further share issue of 350 million Ordinary Shares of 25 pence each. These shares were issued at a price of £1.03 per Ordinary Share. As a result of this share issue a further 10 properties were acquired which had an aggregate market value of £350.4 million at that time. This allowed further diversification of the portfolio by adding more central London offices and industrial assets, which had a positive impact on the income of the Company. In October 2007 the Company announced that it would be convening an EGM to consider a Continuation Resolution in accordance with the terms of the launch prospectus due to the shares trading at a discount of greater than 5 per cent for 90 continuous days. At the meeting in December the Continuation vote was approved with 99.76 per cent of shareholders voting in favour. Share Buy Backs Consistent with sentiment in the general UK commercial property market and the sector's closed end funds, the share price of the Company suffered in the second half of 2007. In line with the Prospectus which states it was the intention of the Directors to buy back shares, (subject to the income and cash flow requirements of the Company), if the market price of a share was more than five per cent below the published net asset value per share for a continuous period of 20 dealing days or more, the Company announced on 28 August 2007 that the Directors intended to start buying back shares. At 31 December 2007 the cumulative number of shares bought back was 12,873,713 at a total cost of £10.25 million. These shares are being held as treasury shares. The result of this buy back programme was to increase the net asset value per share by approximately 0.3 pence per share. No further shares have been bought back since the period end. Your Board will continue to use share buy backs in future where it believes that it will enhance shareholder value while giving careful consideration to the Company's cashflows and development and asset management opportunities as they arise and will carefully monitor the effectiveness of the programme. Chairman's Statement (Continued) As at 31 December 2007 Resolution plc and its subsidiaries held 75.97 per cent of the issued shares. The UK Listing Authority has agreed that the amount of the Company's shares held in public hands must be a minimum of 20 per cent of the issued share capital. However it should be stressed that this minimum should not be taken as an indication of any specific target level for share buy backs. NAV/Share Price Performance The unaudited Net Asset Value per Ordinary Share (calculated under International Financial Standards and adjusted for the provision of dividend declarations) for the period to 31 December 2007 was as follows: +------------------------+----------+-------------+----------------+ |Date | NAV (p)| Share Price| Premium/| | | | (p)| (Discount) %| +------------------------+----------+-------------+----------------+ |22 September 2006 | 97.17| 100.00| 2.91| |(launch) | | | | +------------------------+----------+-------------+----------------+ |31 December 2006 | 100.11| 105.50| 5.38| +------------------------+----------+-------------+----------------+ |30 March 2007 | 100.90| 102.00| 1.09| +------------------------+----------+-------------+----------------+ |29 June 2007 | 102.10| 86.50| (15.27)| +------------------------+----------+-------------+----------------+ |30 September 2007 | 98.63| 84.00| (14.83)| +------------------------+----------+-------------+----------------+ |31 December 2007 | 90.79| 69.50| (23.45)| +------------------------+----------+-------------+----------------+ The share price performance over the period has been disappointing and reflects the falls across the sector more than the correction in capital values that impacted the NAV per share of the Company. The fall of 6.6 per cent in the NAV over the period against the fall in share price of 30 per cent highlights the disconnection between individual company valuations and market wide price revisions that occurred in Q4 2007. Borrowing As at 31 December 2007 the Company had no borrowing in place. The Company is in discussions with a number of lenders with a view to having borrowing facilities in place up to the maximum limit of 10 per cent of the Group's net assets as stated in the Prospectus issued in September 2006. Should the Board take the view that a level of gearing beyond 10 per cent is appropriate, shareholders would, of course, be consulted. It is the Board and Manager's intention to monitor opportunities in the market carefully for investment opportunities and to continue with the use of share buy backs through the utilisation of existing cash resources and any appropriate debt facility to enhance returns to shareholders. Dividends The Company has declared and paid the following dividends in respect of the financial period: +----------------+----------------+----------------+----------------+ | |Ex Dividend Date| Pay Date | Dividend Rate | | | | | (p) | +----------------+----------------+----------------+----------------+ |1st Interim | 21 Feb 2007 | 9 Mar 2007 | 1.4500 | +----------------+----------------+----------------+----------------+ |2nd Interim | 21 Feb 2007 | 31 May 2007 | 0.8604 | +----------------+----------------+----------------+----------------+ |3rd Interim | 9 May 2007 | 31 May 2007 | 0.4521 | +----------------+----------------+----------------+----------------+ |4th Interim | 15 Aug 2007 | 31 Aug 2007 | 1.3125 | +----------------+----------------+----------------+----------------+ |5th Interim | 14 Nov 2007 | 30 Nov 2007 | 1.3125 | +----------------+----------------+----------------+----------------+ |6th Interim | 15 Feb 2008 | 29 Feb 2008 | 1.3125 | +----------------+----------------+----------------+----------------+ | | | | 6.7000 | +----------------+----------------+----------------+----------------+ On 6 February 2008 the Company declared a 6th Interim Dividend of 1.3125p per Ordinary Share with an ex-dividend date of 15 February 2008, payable on 29 February 2008. It is pleasing to report that the Company was able to deliver dividends over the period in accordance with the aim stated in the prospectus published in September 2006. It is the Board's intention to look to maintain this level of dividend. Chairman's Statement (Continued) Outlook As is now clear, the UK commercial property market turned sharply negative in the later part of the summer of 2007 with reported prices now being achieved some 10 to 15 per cent below summer 2007 valuations. There is however anecdotal evidence that the market is finding a new equilibrium level at which purchasers are willing to re-enter the market. Consequently, transaction activity levels are beginning to pick up, albeit from a base level lower than 12 months ago. Your Board believes that those companies that have the flexibility through low or nil gearing, with positive cash balances and the attendant potential to gear up, will be best placed to take advantage of any opportunities that present themselves over the coming months. Annual General Meeting The Company's first Annual General Meeting was held on 14 March 2008. At that Annual General Meeting, all your Directors offered themselves for re-election and were re-elected by shareholders. In addition, shareholders voted to renew the Company's share buy back authority and to approve the change to the Company's investment policy to permit the Company and its subsidiaries to invest up to 15 per cent of the Group's total assets in indirect property funds, including other listed investment companies. Full details of these resolutions were set out in the circular to shareholders dated 22 February 2008 convening the AGM. Shareholders also approved at the AGM a resolution to adjourn the AGM to allow shareholders to consider and, if thought appropriate, vote to receive these annual reports and accounts at the date of the reconvened meeting. The notice at the end of these annual reports and accounts gives notice reconvening the AGM for 16 May 2008 to consider one resolution to receive the reports and accounts for the financial period to 31 December 2007. As explained in the circular convening the original AGM, it is not uncommon for a Company, incorporated in Guernsey, in its first financial period to be required by law to hold its first AGM prior to the publication of the first period end reports and accounts and to convene a subsequent meeting to consider the accounts. In respect of subsequent years, it is expected that the Company's annual reports and accounts will be dispatched with the notice convening its AGM. Consolidated Income Statement For the period 24 August 2006 to 31 December 2007 Notes £'000 Revenue Rental income 50,898 Losses on investment properties 8 (70,351) Interest revenue receivable 2,358 Total income (17,095) Expenditure Investment management fee 2 (7,240) Other expenses 3 (3,664) Total Expenditure (10,904) Net operating loss before finance costs (27,999) Net finance costs Finance costs 4 (107) Net loss from ordinary activities before (28,106) taxation Taxation on loss on ordinary activities 5 - Net loss for the period (28,106) (Earnings) per share 7 (28,106) The accompanying notes are an integral part of this statement. Consolidated Balance Sheet As at 31 December 2007 Notes £'000 Non-current assets Investment properties 8 773,095 773,095 Current assets Trade and other receivables 10 6,465 Cash and cash equivalents 33,593 40,058 Total assets 813,153 Current Liabilities Trade and other payables 11 (14,401) Total liabilities (14,401) Net assets 798,752 Represented by: Share capital 12 220,000 Share premium 12 267,952 Treasury Shares 12 (10,249) Special distributable reserve 388,306 Capital reserve (70,351) Revenue reserve 3,084 Equity Shareholders' funds 798,742 Minority interest 10 798,752 Net asset value per share 13 92.1p The accompanying notes are an integral part of this statement. Consolidated Statement of Changes in Equity For the period 24 August 2006 to 31 December 2007 Share Special Share Premium Treasury Distributable Capital Revenue Minority Capital Account Shares Reserve Reserve Reserve Interest Total £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 Issue of 220,000 670,500 - - - - - 890,500 Ordinary Shares Issue Costs - (12,733) - (1,509) - - - (14,242) Conversion of - (389,815) - 389,815 - - - - Share Premium Account Shares bought - - (10,249) - - - - (10,249) back and held in Treasury Minority - - - - - - 10 10 Interest Net loss for - - - - - (28,106) - (28,106) the period Dividends - - - - - (39,161) - (39,161) paid Transfer in - - - - (70,351) 70,351 - - respect of losses on investment properties At 31 220,000 267,952 (10,249) 388,306 (70,351) 3,084 10 798,752 December 2007 The accompanying notes are an integral part of this statement. Consolidated Cash Flow Statement For the period 24 August 2006 to 31 December 2007 £'000 Cash flows from operating activities Net operating loss for the period before finance (27,999) costs Adjustments for: Losses on investment properties 70,351 (Increase) in operating trade and other (6,465) receivables Increase in operating trade and other payables 14,401 50,288 Loan interest paid (107) Net cash inflow from operating activities 50,181 Cash flows from investing Purchase of investment properties (859,657) Sale of investment properties 17,124 Capital expenditure (913) (843,446) Net cash outflow from investing activities Proceeds from issue of Ordinary Shares 890,500 Issue costs of ordinary share capital (14,242) Share buyback (10,249) Minority interest 10 Dividends paid (39,161) Net cash inflow from financing activities 826,858 Closing cash and cash equivalents 33,593 The accompanying notes are an integral part of this statement. Notes to the Accounts 1. Accounting Policies A summary of the principal accounting policies, all of which have been applied consistently throughout the period, is set out below. (a) Basis of Accounting The consolidated accounts have been prepared in accordance with International Financial Reporting Standards issued by, or adopted by, the International Accounting Standards Board (the IASB), interpretations issued by the International Financial Reporting Standards Committee, applicable legal and regulatory requirements of Guernsey law and the Listing Rules of the UK Listing Authority. (b) Basis of Consolidation The consolidated accounts comprise the accounts of the Company and its subsidiaries drawn up to 31 December each year. Subsidiaries are consolidated from the date on which control is transferred to the group and cease to be consolidated from the date on which control is transferred out of the Group. (c) Functional and Presentation currency Items included in the financial statements of the Group are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The financial statements are presented in pounds sterling, which is the Group's functional and presentational currency. All figures in the financial statements are rounded to the nearest thousand. (d) Revenue Recognition Rental income, excluding VAT, arising on investment properties is accounted for in the Income Statement on a straight line basis over the lease term of ongoing leases. Surrender lease premiums paid are required to be recorded as a current asset and amortised over the period from the date of the lease commencement to the earliest termination date. Interest income is accounted on an accruals basis. (e) Expenses Expenses are accounted for on an accruals basis. The Group's investment management and administration fees, finance costs and all other expenses are charged through the Income Statement. (f) Taxation The Company is exempt from Guernsey taxation on dividend income derived outside Guernsey under the income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989. A fixed annual fee of £600 is payable to the States of Guernsey in respect of this exemption. No charge to Guernsey taxation will arise on capital gains. The Directors intend to conduct the Group's affairs such that the management and control is not exercised in the United Kingdom and so neither the Company nor any of its subsidiaries carries on any trade in the United Kingdom. Accordingly, the Company and its subsidiaries will not be liable for United Kingdom taxation on their income or gains other than certain income deriving from a United Kingdom source. The Company and its subsidiaries are subject to United Kingdom income tax on income arising on the property portfolio after deduction of its allowable debt financing costs and other allowable expenses. (g) Investment Properties at fair value through profit or loss Investment properties are initially recognised at cost, being the fair value of consideration given, including transaction costs associated with the investment property. Any subsequent capital expenditure incurred in improving investment properties is capitalised in the period during which the expenditure is incurred and included within the book cost of the property. After initial recognition, investment properties are measured at fair value, with unrealised gains and losses recognised in the Income Statement and transferred to the Capital Reserve. Fair value is based on the open market valuation provided by CB Richard Ellis Limited, chartered surveyors, at the Balance Sheet date. On derecognition, realised gains and losses on disposals of investment properties are recognised in the Income Statement and transferred to the Capital Reserve. Recognition and derecognition occurs on the exchange of signed contracts between a willing buyer and a willing seller. Notes to the Accounts (Continued) (h) Share Issue Expenses Incremental external costs directly attributable to the issue of shares that would otherwise have been avoided are written off against the Share Premium Account and the Special Distributable Reserve. (i) Segmental Reporting The Directors are of the opinion that the Group is engaged in a single segment of business being property investment business and in one geographical area, the United Kingdom. (j) Cash and Cash Equivalents Cash in banks and short term deposits that are held to maturity are carried at cost. Cash and cash equivalents consist of cash in hand and short term deposits in banks with an original maturity of three months or less. (k) Trade and Other Receivables Trade receivables, which are generally due for settlement at the relevant quarter end are recognised and carried at the original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off when identified. (l) Reserves Special Reserve The special reserve is a distributable reserve to be used for all purposes permitted under Guernsey law, including the buyback of shares and the payment of dividends. Capital Reserve The following are accounted for in this reserve: - gains and losses on the disposal of investment properties - increases and decreases in the fair value of investment properties held at the year end Revenue Reserve Any surplus arising from the net profit on ordinary activities after taxation and payment of dividends is taken to this reserve, with any deficit charged to the special reserve. Share Premium Any premium arising from the issue of Ordinary Shares of 25 pence each is credited to this account. Treasury Share Reserve This represents the cost of shares bought back by the Company and held in Treasury. (m) New standards not applied The following new standards have been issued but they are not effective for this accounting period and have not been early adopted: In August 2005, the IASB issued IFRS 7 Financial Instruments: Disclosures which became effective for periods commencing on or after 1 January 2007. The standard requires disclosures about the significance of financial instruments for an entity's financial position and performance. These disclosures incorporate many of the requirements of IAS 32 Financial Instruments: Disclosure and Presentation. IFRS 7 also requires information about the extent to which the entity is exposed to risks arising from financial instruments, and a description of management's objectives, policies and processes for managing those risks. The Group will apply IFRS 7 for its accounting period commencing 1 January 2008. In November 2006, the IASB issued IFRS 8 Operating Segments which becomes effective for periods commencing on or after 1 January 2009. This standard requires disclosure on the financial performance of the Group's operating segments. The Group will apply IFRS 8 for its accounting period commencing 1 January 2009. The group does not consider that the future adoption of International Financial Reporting Standards, in the form currently available, will have any material impact on the financial statements presented. Notes to the Accounts (Continued) 2. Fees +-----------------------------------------------------+---------------+ | | Period ended| +-----------------------------------------------------+---------------+ | | 31 December| | | 2007| +-----------------------------------------------------+---------------+ | | £'000's| +-----------------------------------------------------+---------------+ |Investment management fee | 7,240| +-----------------------------------------------------+---------------+ Investment management fee The Company's Investment Managers, Resolution Investment Services Limited, receive a fee from the group at an annual rate of 0.75 per cent of the Total Assets, plus an administration fee of £100,000 per annum which will increase annually in line with inflation) (see note 3), payable quarterly in arrears. The fees of any managing agents appointed by the Investment Managers will be payable out of the investment management fee. The investment management agreement is for a fixed initial period of two years from 22 September 2006 and, with effect from the first anniversary of that date, is terminable by any of the parties to it on 12 months' notice. 3. Other expenses Period ended 31 December 2007 £ 000's Direct operating expenses of let property 1,259 Valuation and other professional fees 1,556 Bad debt provision 182 Directors' fees 142 Administration fee 128 Administrator fees 70 Regulatory fees 70 Auditors' remuneration for: Statutory audit 50 Tax services 20 Other 187 3,664 4. Finance costs Period ended 31 December 2007 £ 000's Loan Interest 107 Notes to the Accounts (Continued) 5. Taxation UK Commercial Property Trust Limited owns two Guernsey tax exempt subsidiaries, UK Commercial Property GP Limited and UK Commercial Property Holdings Limited. The two subsidiaries are partners in a Guernsey Limited Partnership and own a Jersey Property Unit Trust. Both the Partnership and UK Commercial Property Holdings Limited own a portfolio of UK properties and derived rental income from those properties. As both the Partnership and Trust property holding entities are considered tax transparent in the UK, their taxable results are taxed in the two subsidiaries. Both are liable to UK income tax at the rate of 22 per cent on their respective net rental income. A reconciliation of the income tax charge applicable to the results from ordinary activities at the statutory income tax rate to the charge for the period is as follows: Period ended 31 December 2007 £ 000's Current income tax charge - Deferred income tax relating to originating and reversal - of temporary differences Total tax charge - Period ended 31 December 2007 £ 000's Net loss before tax (28,106) UK income tax at a rate of 22 per cent (6,183) Effect of: Capital losses on revaluation of investment 15,175 properties not taxable Capital losses realised not taxable 303 Income not taxable (519) Inter company loan interest (11,065) Expenditure not allowed for income tax purposes 203 (including set up costs) Deferred tax asset not provided for 2,086 Total tax charge - 6. Dividends Period ended 31 December 2007 £ 000's Dividends on Ordinary Shares: First interim of 1.45p per share paid on 9 March 7,685 2007 Second interim of 0.8604p paid on 31 May 2007 4,560 Third Interim of 0.4521p paid on 31 May 2007 3,978 Fourth interim of 1.3125p paid on 31 August 2007 11,550 Fifth interim of 1.3125p paid on 30 November 2007 11,388 39,161 A sixth interim dividend of 1.3125p was paid on 29 February 2008 to shareholders on the register on 15 February 2008. Although this payment relates to the period ended 31 December 2007, under International Financial Reporting Standards it will be accounted for in the year ending 31 December 2008. Notes to the Accounts (Continued) 7. Earnings per Share The earnings per share are based on the net loss for the period of £28,106,000 and on 757,825,984 Ordinary Shares, being the weighted average number of shares in issue during the period. 8. Investment Properties Period ended 31 December 2007 £ 000's Freehold and leasehold properties Opening valuation - Purchases at cost 859,657 Capital expenditure 913 Loss on revaluation to fair value (68,975) Disposals at cost (18,500) Closing valuation 773,095 Losses on investment properties disposed Period ended 31 December 2007 £ 000's Original cost of investment properties sold (18,500) Sale proceeds 17,124 Losses on investment properties sold (1,376) CB Richard Ellis Limited completed a valuation of Group investment properties at 31 December 2007 on an open market basis in accordance with the requirements of the Appraisal and Valuation Manual published by the Royal Institution of Chartered Surveyors, which is deemed to equate to fair value. Fair value is determined by reference to market based evidence, which is the amounts for which the assets could be exchanged between a knowledgeable, willing buyer and a knowledgeable, willing seller in an arms length transaction as at the valuation date. The market value of these investment properties amounted to £773,095,000 which is also the fair value. The property valuer is independent and external to the Group. The property valuer takes account of deleterious materials included in the construction of the investment properties in arriving at its estimate of open market valuation when the Investment Managers advise of the presence of such materials. The Group has entered into leases on its property portfolio as lessor (See note 17 for further information). No one property accounts for more than 15 per cent of the gross assets of the Group. All leasehold properties have more than 60 years remaining on the lease term. There are no restrictions on the realisability of the Group's investment properties or on the remittance of income or proceeds of disposal. However, the Group's investments comprise UK commercial property, which may be difficult to realise. Property and property related assets are inherently difficult to value due to the individual nature of such property. As a result, valuations are subject to substantial uncertainty. There is no assurance that the estimates resulting from the valuation process will reflect the actual sales price even where the actual sales occur shortly after the valuation date. The Group is under no contractual obligations to purchase, construct or develop any investment property. The majority of the leases are on a full repairing basis and as such the Group is not liable for costs in respect of repairs, maintenance or enhancements to its investment properties. Included within the total market value of the property portfolio, are units in the Jersey Property Unit Trust which holds the property at Kensington High Street, London. 99.5 per cent of the units in this Unit Trust are held by UKCPT Limited Partnership and 0.5 per cent is held by UK Commercial Property Holdings Limited. Notes to the Accounts (Continued) 9. Investment in Subsidiary Undertakings The Company owns 100 per cent of the issued ordinary share capital of UK Commercial Property Holdings Limited (UKCPH), a Company incorporated in Guernsey whose principal business is that of an investment and property company. In addition to its investment in the shares of UKCPH, the Company had lent £277.8 million on 28 February 2007 to UKCPH, all of which remains outstanding as at 31 December 2007. These loans are repayable in 2016 and are unsecured. Interest is payable in quarterly in arrears at a fixed rate of 6.7 per cent per annum, compounded on a quarterly basis. Total interest on these loans for the period amounted to £15.7 million, of which £6.6 million remained payable as at 31 December 2007. The Company owns 100 per cent of the issued share capital of UK Commercial Property GP Limited, (GP), a Company incorporated in Guernsey whose principal business is that of an investment and property company. UKCPT Limited Partnership, (GLP), is a Guernsey limited partnership, and it holds the properties comprised in the initial property portfolio. UKCPH and GP, have a partnership interest of 98.99 and 1 per cent respectively in the GLP. The remaining 0.01 per cent partnership interest is held by The Droit Purpose Trust, which is a Jersey purpose trust. The GP is the general partner and UKCPH is a limited partner of the GLP. The Company had lent £406 million to the GLP on 22 September 2006, all of which remains outstanding as at 31 December 2007. This loan is repayable in 2016 and is unsecured. Interest is payable quarterly in arrears as at fixed rate of 6.5 per cent per annum, compounded on a quarterly basis. Total interest on this loan for the period amounted to £34.6 million, of which £10.5 million remained payable as at 31 December 2007. 10. Trade and Other Receivables 31 December 2007 £ 000's Rents receivable (net of provision for bad debts) 6,415 Other debtors and prepayments 50 6,465 Rents receivable, which are generally due for settlement at the relevant quarter end are recognised and carried at the original invoice amount less an allowance for any uncollectable amounts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off when identified. 11. Trade and Other Payables 31 December 2007 £ 000's Rental income received in advance 11,192 Investment Managers' fees payable 1,500 VAT payable 1,253 Other payables 456 14,401 The Group's payment policy is to ensure settlement of supplier invoices in accordance with stated terms. Notes to the Accounts (Continued) 12. Share capital and share premium accounts 31 December 2007 £ 000's Authorised share capital 1,400,000,000 Ordinary Shares of 25 pence each 350,000 Issued share capital 2 Ordinary Shares of 25 pence each issued on 24 August 2006 - (date of incorporation) 529,999,998 Ordinary Shares of 25 pence each issued on 22 September 2006 (date of admission to the London Stock Exchange) 132,500 350,000,000 Ordinary Shares of 25 pence each issued 87,500 on 1 March 2007 Issued share capital as at 31 December 2007 220,000 Treasury shares 12,873,713 Ordinary Shares of 25 pence each (10,249) Share premium account Received on the 22 September 2006 placing of 397,500 Ordinary Shares Less: issue costs for 22 September 2006 placing (7,685) charged to share premium Conversion to special distributable reserve (389,815) Received on 1 March 2007 placing of Ordinary Shares 273,000 Less: issue costs for the 1 March 2007 placing (5,048) charged to share premium Balance as at 31 December 2007 267,952 On 1 December 2006 the Royal Court of Guernsey confirmed the reduction of capital by way of a cancellation of the Company's Share Premium Account. The amount cancelled, being £389,815,000, has been credited as a distributable reserve established in the Company's books of account and shall be available as distributable profits to be used for all purposes permitted under Guernsey law, including the buy back of shares and the payment of dividends. £1,509,000 of issue costs were charged to the special distributable reserve. Total issue costs charged against the share premium and special distributable reserve for the 22 September 2006 placing totalled £9,194,000, representing 1.74 per cent of the initial gross assets, in line with what was stated in the prospectus. Total issue costs, including stamp duty land tax of £14 million, for the 1 March 2007 placing amounted to £19.1 million, which is in line with what is stated in the prospectus. Except for the stamp duty land tax, this has been charged in full against the Share Premium Account. The Share Premium created on the 1 March 2007 placing was 78 pence per share on 350 million Ordinary Shares issue, being £273 million. During quarter four in 2007 the Company commenced share buy back activities, with the view of placing the shares bought back into Treasury. As at 31 December 2007 12,873,713 Ordinary Shares were bought back at a cost of £10.3 million. 13. Net Asset Value per Share The net asset value per Ordinary Share is based on net assets of £798,752,000 and 867,126,287 Ordinary Shares, being the number of Ordinary Shares in issue at the period end. Notes to the Accounts (Continued) 14. Related Party Transactions No director has an interest in any transactions which are or were unusual in their nature or significant to the nature of the group. Resolution Investment Services Limited received fees for its services as investment managers. Further details are provided in notes 2 and 3. The total management fee charge to the income statement during the period was £7,240,000 of which £1,500,000 remained payable at the period end. The investment manager also receives an administration fee of £100,000 per annum, of which £50,000 remained payable at the period end. The Directors of the Company received fees for their services. Total fees for the period were £167,000, (£25,000 of which were included in the 1 March 2007 share issue launch costs), and none of which remained payable at the period end. Prior to its launch, the Company entered into a costs commission agreement, dated 8 September 2006, with Resolution Investment Services Limited. Under the agreement, if the costs and expenses in respect of the issue of Ordinary Shares pursuant to the placing and offer, and the acquisition of the initial property portfolio were less than 1.45 per cent of the initial gross assets, the Company would pay to Resolution Investment Services Limited a commission equal to the difference. If the amount of such costs and commissions exceeded 1.45 per cent of the initial gross assets, Resolution Investment Services would pay to the Company such excess. The outcome of this agreement was a payment by the Company to Resolution Investment Services Limited of £2,774,000. For the 1 March 2007 placing, the Company entered into a costs commission agreement, dated 8 February 2007, with Resolution Investment Services Limited. Under this agreement, if the costs and expenses in respect of Ordinary Shares pursuant to the placing and offer, and the acquisition of the second portfolio of properties, excluding the stamp duty land tax, were less than 1.5 per cent of the aggregate issue price of the new Ordinary Shares, the Company would pay to Resolution Investment Services Limited a commission equal to the difference. If the amount of such costs and commissions exceeded 1.5 per cent of the aggregate issue price of the new Ordinary Shares, Resolution Investment Services would pay to the Company such excess. The outcome of this agreement was a payment by the Company to Resolution Investment Services Limited of £2,770,000 of which £40,000 remained payable at the period end. 15. Financial Instruments The Group's investment objective is to provide Ordinary Shareholders with an attractive level of income together with the potential for income and capital growth from investing in a diversified UK commercial property portfolio. Consistent with that objective, the Group holds UK commercial property investments. In addition, the Group's financial instruments consist of cash, receivables and payables that arise directly from its operations. The Group has no borrowings at the period end. The main risks arising from the Group's financial instruments are credit risk, liquidity risk and interest rate risk. The Board reviews and agrees policies for managing its risk exposure. These policies are summarised below and remained unchanged during the period. Fair values The fair value of financial assets and liabilities is not different from the carrying value in the financial statements. 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 default by an occupational tenant, the Group will suffer a rental shortfall and incur additional costs, including legal expenses, in maintaining, insuring and re-letting the property until it is re-let. The Board receives regular reports on concentrations of risk and any tenants in arrears. The Managers monitor such reports in order to anticipate, and minimise the impact of, defaults by Notes to the Accounts (Continued) occupational tenants. The Company has a diversified tenant portfolio. The maximum credit risk from the rent receivables of the Group at 31 December 2007 is £6,415,000 The Group holds rental deposits of £473,000 held as collateral against tenant arrears/defaults. There is no credit risk associated with the financial liabilities of the Group. With respect to credit risk arising from other financial assets of the Group, which comprise cash and cash equivalents, the Group's exposure to credit risk arises from default of the counterparty with a maximum exposure equal to the carrying value of these instruments. There are no significant concentrations of credit risk within the Group. Liquidity Risk Liquidity risk is the risk that the Group will encounter in realizing assets or otherwise raising funds to meet financial commitments. The Group's investments comprise UK commercial 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 substantial uncertainty. There is no assurance that the estimates resulting from the valuation process will reflect the actual sales price even where such sales occur shortly after the valuation date. Interest rate risk The cash asset balance as shown in the Balance Sheet, is its carrying amount and has a maturity of less than 1 year. Interest is receivable on cash at a variable rate ranging between 5.2 per cent to 5.8 per cent at the period end and deposits are repriced at intervals of less than one year. The other financial assets and liabilities of Group are non-interest bearing and are therefore not subject to interest rate risk. Foreign Currency Risk There was no foreign currency risk as at 31 December 2007 as assets and liabilities of the group are maintained in pounds sterling. 16. Capital Commitments The group has no capital commitments as at 31 December 2007. Notes to the Accounts (Continued) 17. Lease Length The Group leases out its investment properties under operating leases. The future income based on the unexpired lessor lease length at the period end was as follows (based on total rentals): 31 December 2007 £ 000's Less than one year 2,236 Between one and five years 8,759 Over five years 34,871 45,866 The largest single tenant at the period ended accounted for 8.26 per cent of the current annual rental income. The unoccupied property expressed as a percentage of estimated total rental value was 2.99 per cent at the period end. The Group has entered into commercial property leases on its investment property portfolio. These properties, held under operating leases, are measured under the fair value model as the properties are held to earn rentals. The majority of these non-cancellable leases have remaining non-cancellable lease terms of between 5 and 15 years. 18. Post Balance Sheet Events Since the period end the sale of a further property from the portfolio, 21/23 High Street Uxbridge has occurred in March 2008. The sales proceeds raised amounted to approximately £3.5 million. The period end Report and Accounts to 31 December 2007 will be mailed to shareholders by 21st April 2008 All enquiries: Nigel Russell/Graeme Caton/Graham Reaves, G&N Collective Funds Services Limited 0131 226 4411 The Company Secretary, Northern Trust International Fund Administration Services (Guernsey) Limited 01481 745529 Announcement Ends This information is provided by RNS The company news service from the London Stock Exchange
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