Final Results - Part 2
Assura Group Limited
Preliminary Results - Part 2
16. Segmental information
The directors are of the opinion that the Group is engaged in four business segments, being medical services, pharmacy services, primary care premises investment and primary care premises development & associated property related services. All the Group's activities and investments in primary health care properties and related activities are situated in the UK.
The primary investment segment reporting format is determined to be business segments as the Group's risks and rates of return are affected predominantly by differences in the products and services provided. The operating businesses are organised and managed separately according to the nature of the products and services provided, with each segment representing a strategic business unit that offers different products and serves different markets.
The Medical Services segment provides medical services, principally outpatient and other services traditionally undertaken in hospitals but now being relocated into GP surgeries, community hospitals and other facilities in the community, in collaboration with GP's.
The Pharmacy segment operates high street and integrated pharmacies in medical centres.
The Property Investment segment invests in primary care premises.
The Property Development segment develops primary care premises and undertakes property related services including property and LIFT management.
Unrealised surpluses or deficits on revaluation of investment properties are split between Property Investment and Property Development on the basis that after transfer of the property to investment property, the first revaluation surplus is shown in the Property Development segment.
Transfer prices between business segments are set on an arm's length basis in a manner similar to transactions with third parties. Segment revenue, segment expense and segment result include transfers between business segments. Those transfers are eliminated on consolidation.
Unallocated assets and liabilities are those which relate to Group companies which cannot be allocated to the individual business segments as their activities are either at a Group or head office level. These subsidiary companies include Assura Management Services Limited, Assura Investments Limited, Assura Fund Management LLP, Assura Services Limited and Assura Intelligence.
The following table presents revenue, profit and certain assets and liability information regarding the Group's business segments:
12 months ended 31 March 2009:
|
|
Medical Services |
Pharmacy |
Property Investment |
Property Development |
Eliminations and Unallocated items |
Continuing |
Discontinued |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Revenue from external customers |
712 |
26,691 |
20,974 |
- |
(94) |
48,283 |
- |
|
|
Inter-segment sales |
- |
|
911 |
- |
(911) |
- |
- |
|
|
Segment revenue |
712 |
26,691 |
21,885 |
- |
(1,005) |
48,283 |
- |
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit/(loss) |
(6,920) |
(2,929) |
15,019 |
(4,240) |
(2,629) |
(1,699) |
- |
|
|
Cost of employee share-based incentives |
(273) |
(182) |
(137) |
(182) |
(136) |
(910) |
- |
|
|
Share of profits/(losses) of associates and joint ventures |
(1,033) |
(1,844) |
- |
(1,101) |
- |
(3,978) |
- |
|
-
|
Unrealised deficit on revaluation of investment properties |
- |
- |
(33,369) |
- |
- |
(33,369) |
- |
|
|
Realised deficit on revaluation of investment property |
- |
- |
(1,878) |
- |
- |
(1,878) |
- |
|
|
Unrealised deficit on revaluation of property, plant and equipment |
- |
- |
(2,459) |
- |
- |
(2,459) |
- |
|
|
Impairment of development properties |
- |
- |
- |
(20,378) |
- |
(20,378) |
- |
|
|
Impairment of goodwill |
(1,520) |
- |
- |
- |
(291) |
(1,811) |
- |
|
|
Impairment of pharmacy licences |
- |
(2,498) |
- |
- |
- |
(2,498) |
- |
|
|
Impairment of property, plant and equipment |
- |
(137) |
- |
- |
- |
(137) |
- |
|
|
Restructuring costs |
(22) |
(20) |
- |
(104) |
(446) |
(592) |
- |
|
|
Segmental result |
(9,768) |
(7,610) |
(22,824) |
(26,005) |
(3,502) |
(69,709) |
- |
|
|
Unrealised deficit on revaluation of other investments |
- |
- |
- |
- |
(3,080) |
(3,080) |
- |
|
|
|
(9,768) |
(7,610) |
(22,824) |
(26,005) |
(6,582) |
(72,789) |
- |
|
|
Net finance revenue/(cost) |
- |
- |
- |
- |
(38,584) |
(38,584) |
- |
|
|
Profit/(loss) before tax |
(9,768) |
(7,610) |
(22,824) |
(26,005) |
(45,166) |
(111,373) |
- |
|
|
Taxation |
- |
- |
- |
- |
563 |
563 |
- |
|
|
Profit/(loss) for the period |
(9,768) |
(7,610) |
(22,824) |
(26,005) |
(44,603) |
(110,810) |
- |
|
|
Assets and liabilities |
|
|
|
|
|
|
|
|
|
Intangibles |
- |
13,335 |
- |
28,509 |
- |
41,844 |
- |
41,844 |
|
Fixed assets |
1,115 |
2,768 |
299,504 |
54,767 |
2,336 |
360,490 |
- |
360,490 |
|
Equity accounted investments |
4,328 |
6,479 |
- |
7,491 |
- |
18,298 |
- |
18,298 |
|
Current assets |
950 |
8,778 |
13,992 |
11,684 |
2,281 |
37,685 |
- |
37,686 |
|
Segment assets |
6,393 |
31,360 |
313,496 |
102,451 |
4,617 |
458,317 |
- |
458,317 |
|
Other investments |
|
|
|
|
|
5,968 |
- |
5,968 |
|
Total assets |
|
|
|
|
|
464,285 |
- |
464,285 |
|
Segment Liabilities |
|
|
|
|
|
|
|
|
|
Current liabilities |
(3,684) |
(5,149) |
(13,357) |
(525) |
(3,583) |
(26,298) |
- |
(26,298) |
-
|
Derivative financial instruments |
|
|
|
|
|
(25,609) |
- |
(25,609) |
|
Non-current liabilities |
|
|
|
|
|
(238,667) |
- |
(238,667) |
|
Total liabilities |
|
|
|
|
|
(290,574) |
- |
(290,574) |
|
Other segmental information |
|
|
|
|
|
|
|
|
|
Capital expenditure: |
|
|
|
|
|
|
|
|
|
Property, plant and equipment |
897 |
754 |
3,570 |
- |
2,271 |
7,492 |
- |
7,492 |
|
Intangible assets |
103 |
8,382 |
- |
- |
- |
8,485 |
- |
8,485 |
|
Depreciation |
284 |
353 |
552 |
- |
888 |
2,077 |
- |
2,077 |
15 months ended 31 March 2008:
|
|
Medical Services |
Pharmacy |
Property Investment |
Property Development |
Eliminations and Unallocated items |
Continuing |
Discontinued |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Revenue from external customers |
47 |
17,866 |
20,245 |
- |
2,590 |
40,748 |
- |
|
|
Inter-segment sales |
- |
- |
1,058 |
- |
(1,058) |
- |
- |
|
|
Segment revenue |
47 |
17,866 |
21,303 |
- |
1,532 |
40,748 |
- |
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit/(loss) |
(7,823) |
(3,785) |
14,742 |
(4,711) |
(3,245) |
(4,822) |
(719) |
|
|
Cost of employee share-based incentives |
(677) |
(402) |
(101) |
(383) |
(141) |
(1,704) |
- |
|
|
Share of profits/(losses) of associates and joint ventures |
(534) |
(17) |
- |
5,087 |
- |
4,536 |
- |
|
|
Unrealised surplus on revaluation of investment properties |
- |
- |
1,167 |
7,713 |
- |
8,880 |
- |
|
|
Unrealised deficit on revaluation of property, plant and equipment |
- |
- |
(464) |
- |
- |
(464) |
- |
|
|
Segmental result |
(9,034) |
(4,204) |
15,344 |
7,706 |
(3,386) |
6,426 |
(719) |
|
|
Unrealised deficit on revaluation of other investments |
- |
- |
- |
- |
(989) |
(989) |
- |
|
|
Termination of investment management services |
|
|
|
|
|
|
|
|
|
Fees received |
- |
- |
- |
- |
19,985 |
19,985 |
- |
|
|
Payment to sub-advisors and other expenses |
- |
- |
- |
- |
(6,141) |
(6,141) |
- |
|
|
Goodwill impairment |
- |
- |
- |
- |
(7,914) |
(7,914) |
- |
|
|
|
- |
- |
- |
- |
5,930 |
5,930 |
- |
|
|
Net finance revenue/(cost) |
- |
- |
- |
- |
1,272 |
1,272 |
- |
|
|
Gain on disposal of discontinued operations |
- |
- |
- |
- |
- |
- |
874 |
|
|
Profit/(loss) before tax |
(9,034) |
(4,204) |
15,344 |
7,706 |
2,827 |
12,639 |
155 |
|
|
Taxation |
- |
- |
- |
- |
1,005 |
1,005 |
- |
|
|
Profit/(loss) for the period |
(9,034) |
(4,204) |
15,344 |
7,706 |
3,832 |
13,644 |
155 |
|
|
|
|
|
|
|
|
|
|
|
|
Assets and liabilities |
|
|
|
|
|
|
|
|
|
Intangibles |
1,709 |
7,669 |
- |
28,509 |
- |
37,887 |
- |
37,887 |
|
Fixed assets |
543 |
3,025 |
301,310 |
57,268 |
1,500 |
363,646 |
- |
363,646 |
|
Equity accounted investments |
1,030 |
7,589 |
- |
8,744 |
- |
17,363 |
- |
17,363 |
|
Current assets |
2,120 |
6,442 |
19,120 |
1,209 |
8,203 |
37,094 |
- |
37,094 |
|
Segment assets |
5,402 |
24,725 |
320,430 |
95,730 |
9,703 |
455,990 |
- |
455,990 |
|
Other investments |
|
|
|
|
|
9,047 |
- |
9,047 |
|
Derivative financial instrument |
|
|
|
|
|
5,862 |
- |
5,862 |
|
Deferred tax asset |
- |
- |
- |
- |
- |
193 |
- |
193 |
|
Total assets |
|
|
|
|
|
471,092 |
- |
471,092 |
|
Segment Liabilities |
|
|
|
|
|
|
|
|
|
Current liabilities |
(1,421) |
(4,001) |
(6,343) |
(241) |
(4,112) |
(16,118) |
- |
(16,118) |
|
Non-current liabilities |
|
|
|
|
|
(189,591) |
- |
(189,591) |
|
Total liabilities |
|
|
|
|
|
(205,709) |
- |
(205,709) |
|
|
|
|
|
|
|
|
|
|
|
Other segmental information |
|
|
|
|
|
|
|
|
|
Capital expenditure: |
|
|
|
|
|
|
|
|
|
Property, plant and equipment |
485 |
1,816 |
14,225 |
- |
42 |
16,568 |
- |
16,568 |
|
Intangible assets |
1,418 |
- |
6,573 |
- |
- |
7,991 |
- |
7,991 |
|
Depreciation |
279 |
313 |
460 |
- |
68 |
1,120 |
- |
1,120 |
17. Investments in subsidiaries
A table listing all the subsidiaries, including other dormant subsidiaries, is below:
|
Name of Subsidiary |
Place of incorporation |
Share-holding 2009 |
Share-holding 2008 |
Business Activity |
|
Armside Chemists Limited |
England |
100% |
100% |
Dormant |
|
Assura Aylesham Limited |
England |
100% |
- |
Property Investment |
|
Assura Banbury Limited |
England |
100% |
- |
Property Investment |
|
Assura Birkenhead Limited |
England |
100% |
- |
Property Investment |
|
Assura Care Homes Limited |
England |
100% |
100% |
Trading Company |
|
Assura Corporate Services Limited |
England |
100% |
100% |
Management Services |
|
Assura Diagnostics Limited |
England |
80% |
80% |
Hirer of Diagnostic Equipment |
|
Assura Estates Limited (Dissolved 9 April 2009) |
Guernsey |
100% |
100% |
Dormant |
|
Assura Finance Limited |
England |
100% |
100% |
Provision of Finance |
|
Assura Fund Management LLP |
England |
100% |
100% |
Fund Management |
|
Assura Grimsby Limited |
England |
100% |
- |
Property Investment |
|
Assura Health & Wellness Centres Limited |
England |
100% |
100% |
Trading Company |
|
Assura Intelligence Limited (formerly Stream Partners Limited) |
England |
100% |
100% |
Medical Data Processing Company |
|
Assura Investments Limited (formerly Strategis Limited) |
England |
100% |
100% |
Property Investment |
|
Assura Kensington Limited |
England |
100% |
- |
Property Investment |
|
Assura LIFT Holdings Limited |
England |
100% |
100% |
Investment Holding Company |
|
Assura Management Services Limited |
England |
100% |
100% |
Management Services |
|
Assura Medical Centres Limited (formerly Assura Tinshill Limited) |
England |
100% |
- |
Property Investment |
|
Assura Medical Limited |
England |
100% |
100% |
Management of Clinical Services |
|
Assura Medical Solutions Limited |
England |
100% |
100% |
Dormant - being struck off |
|
Assura Mobility Limited |
England |
100% |
100% |
Dormant |
|
Assura Pharmacy Holdings Limited |
Guernsey |
100% |
100% |
Holding Company |
|
Assura Pharmacy Limited |
England |
100% |
100% |
Pharmacy |
|
Assura PharmInvest Limited |
England |
100% |
100% |
Holding Company |
|
Assura Properties Limited |
England |
100% |
100% |
Property Investment |
|
Assura Properties UK Limited |
England |
100% |
100% |
Property Investment |
|
Assura Property Limited |
Guernsey |
100% |
100% |
Holding Company |
|
Assura Property Management Limited |
England |
100% |
100% |
Property Management |
|
Assura Retail York Limited |
England |
100% |
100% |
Property Investment |
|
Assura (Scotland) Limited |
Scotland |
100% |
100% |
Dormant |
|
Assura Services Limited |
England |
100% |
100% |
Dormant |
|
Assura Southampton Limited |
England |
100% |
- |
Property Investment |
|
Assura Todmorden Limited |
England |
100% |
- |
Property Investment |
|
Assura Tunbridge Wells Limited |
England |
100% |
- |
Property Investment |
|
BHE (Bonnyrigg) Limited |
England |
100% |
100% |
Dormant - being struck off |
|
BHE Management Services Limited |
England |
100% |
100% |
Dormant - being struck off |
|
BHE (Heartlands) Limited |
England |
100% |
100% |
Property Investment |
|
BHE (St James) Limited |
England |
100% |
100% |
Property Investment |
|
BHE (Wand) Limited |
England |
100% |
100% |
Dormant - being struck off |
|
Clearup Limited |
England |
100% |
100% |
Dormant |
|
Crown Heights Consortium (No. 2) Limited |
England |
100% |
100% |
Management Company |
|
Crown Heights Health Consortium Limited |
England |
100% |
100% |
Dormant |
|
Cystoscope Hire Limited |
England |
100% |
100% |
Former trading company - being struck off |
|
Harvey& Richardson (Holdings) Limited (acquired 6 May 2008) |
England |
100% |
100% |
Dormant |
|
Harvey & Richardson Limited (acquired 6 May 2008) |
England |
100% |
100% |
Dormant |
|
Our Care Limited (acquired 29 May 2008) |
England |
100% |
100% |
Management of Clinical Services |
|
P&L Worsley Limited |
England |
100% |
100% |
Dormant |
|
PCI Management Limited |
England |
100% |
100% |
Holding Company |
|
Primary Care Initiatives (Macclesfield) Limited |
England |
100% |
100% |
Property Investment |
|
South Bar Doctors Limited |
England |
100% |
- |
Dormant |
|
Trinity Healthcare Consortium Limited |
England |
100% |
100% |
Management Company |
|
Urosonics Limited |
England |
100% |
100% |
Former trading company - being struck off |
18. Investment Property
Properties are stated at fair value, which has been determined based on valuations performed by Savills Commercial Limited as at 31 March 2009, on the basis of open market value, supported by market evidence, in accordance with international valuation standards.
The properties have been valued individually in accordance with RICS valuation standards 6th edition and their valuation does not reflect the potential for a premium if disposed of as a single lot. A reasonable disposal programme has been assumed for the individual lots so as not to flood the market at one point in time. Access to debt finance on reasonable commercial terms has also been assumed.
Base yields have been assumed at between 6% and 6.5% for prime units with weaker tenants and poorer units valued at yields of between 6.25% and 10%.
A 0.25% shift of valuation yield would have approximately a £10m impact on the investment property valuation.
The investment property portfolio does contain some as yet un-let space, however the portfolio contains no vacant buildings and the Group does not incur any material costs of upkeep of void property
These values are uncertain as a result of recent instability, illiquidity and turmoil in the market, and fewer comparable market transactions in 2008/09. The valuations are exclusive of any VAT, ignore sales costs but are after deducting 5.725% for assumed purchasers' costs.
|
|
|
31/03/09 |
31/03/08 |
|
|
|
£'000 |
£'000 |
|
|
|
|
|
|
Opening fair value of investment property |
|
281,245 |
211,751 |
|
Separately acquired assets |
|
21,251 |
- |
|
Additions as part of a business combination |
|
3,125 |
22,639 |
|
Subsequent expenditure |
|
2,627 |
5,315 |
|
Transfers from development property |
|
26,160 |
46,277 |
|
Transfers from work in progress |
|
80 |
18 |
|
Transfers to land & buildings |
|
(3,565) |
(13,635) |
|
Disposals |
|
(19,801) |
- |
|
Unrealised (deficit)/surplus on revaluation |
|
(33,369) |
8,880 |
|
Closing market value |
|
277,753 |
281,245 |
|
Add present value of future lease obligations |
|
1,172 |
1,266 |
|
Closing fair value of investment property |
|
278,925 |
282,511 |
Prior to a site being acquired, any site acquisition, investigation and third party bid related costs are included in work in progress. Upon acquisition of a site, transfers are made from work in progress to development property where future costs are subsequently included. Upon acquisition of an investment property again any pre acquisition costs are transferred from work in progress to investment property. Finally costs are transferred to investment property from development property upon practical completion of the medical centre and when tenants have taken occupation or signed lease agreements. Transfers are made to land and buildings in respect of the proportion of those medical centres used by the Group.
19. Development Property
|
|
|
31/03/09 |
31/03/08 |
|
|
|
£'000 |
£'000 |
|
Opening balance |
|
57,268 |
35,231 |
|
Development costs incurred in year |
|
39,570 |
64,891 |
|
Capitalised interest |
|
3,270 |
3,415 |
|
Transfer from work in progress |
|
1,197 |
8 |
|
Impairment |
|
(20,378) |
- |
|
Transfers to investment property |
|
(26,160) |
(46,277) |
|
Closing balance |
|
54,767 |
57,268 |
20. Investments in Associates and Joint Ventures
The Group has the following investments in associates:
Associates
|
|
Year |
Shares held |
% held |
Place of |
Business |
|
Name of Company |
Ended |
by the Group |
|
Incorporation |
Activity |
|
GBConsortium 1 Limited |
31 March |
4,200 Ordinary Shares of £1 |
40% |
England |
Holds 60% of the share capital in the Barnet, Enfield and Haringey, and Liverpool and Sefton LIFT Companies |
|
GBConsortium 2 Limited |
31 March |
27 Ordinary Shares of £1 |
45% |
England |
Holds 60% of the share capital in the Coventry LIFT Company |
|
GB Primary Care Limited |
31 March |
8,500 Ordinary Shares £1 each |
85% (1) |
England |
Holds 60% of the share capital in the South East Essex LIFT Company |
|
GB Primary Care (SWH) Limited |
31 March |
5,400 Ordinary Shares £1 each |
90%1 |
England |
Holds 60% of the share capital in the South West Hampshire LIFT company |
|
Infracare (Midlands) Limited |
30 September |
257 Ordinary Shares of £1 |
43% |
England |
Holds 60% of the share capital in the Dudley South LIFT Company |
The above investments comprise:
|
|
|
|
31/03/09 |
31/03/08 |
|
|
|
|
Group |
Group |
|
|
|
|
£'000 |
£'000 |
|
|
|
|
|
|
|
Cost of shares |
|
|
23 |
17 |
|
Loans |
|
|
4,899 |
5,057 |
|
Share of accumulated profit/(loss) |
|
|
2,569 |
3,670 |
|
|
|
|
7,491 |
8,744 |
The above loans are unsecured, due after one year, and carry interest at between 12 and 13%.
The following information is given in respect of the Group's share of all associates:
|
|
31/03/09 |
31/03/08 |
|
|
Group |
Group |
|
|
£'000 |
£'000 |
|
|
|
|
|
Investment property |
41,611 |
28,935 |
|
Current assets |
18,462 |
6,042 |
|
|
60,073 |
34,977 |
|
|
|
|
|
Liabilities due within one period |
9,763 |
2,529 |
|
Liabilities due after one period |
47,741 |
28,778 |
|
|
57,504 |
31,307 |
|
|
|
|
|
Share of net assets/(liabilities) |
2,569 |
3,670 |
|
Add back loans |
4,900 |
5,057 |
|
Other |
22 |
17 |
|
Carrying amount of associates |
7,491 |
8,744 |
|
Share of associates revenue and profit: |
|
|
|
Revenue |
6,410 |
3,462 |
|
(Loss)/ profit |
(1,100) |
5,087 |
(1). Treated as associated companies given the Group's restrictions on exercising control over the underlying investments of these entities
The movement on investments in associates during the year was as follows:
|
|
31/03/09 |
31/03/08 |
|
|
Group |
Group |
|
|
£'000 |
£'000 |
|
Opening balance |
8,744 |
1,070 |
|
Acquired in period |
5 |
13 |
|
Net loans advanced or transferred |
(158) |
2,574 |
|
Share of profit/(losses) for the period |
(1,100) |
5,087 |
|
Closing balance |
7,491 |
8,744 |
Joint Ventures
The Group has the following investments in joint ventures:
|
|
Year |
Shares held |
% held |
Place of |
Business |
Date of Incorporation |
|
Name of Entity |
|
|
|
|
|
|
|
Abbey Court Health Consortium Limited |
31 March |
|
50% |
England |
Management Company |
28/05/08 |
|
Assura Anglia Health LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical services |
03/06/08 |
|
Assura Blackpool LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical services |
22/11/07 |
|
Assura Bridgwater LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical services |
22/11/07 |
|
Assura Cambridge LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical Services |
29/05/08 |
|
Assura Chelmsford LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical Services |
12/05/08 |
|
Assura Coventry LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical Services |
26/06/08 |
|
Assura Darlington GP Partnership LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical Services |
26/06/08 |
|
Assura Derwentside LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical services |
19/08/07 |
|
Assura East Durham LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical Services |
26/06/08 |
|
Assura East Riding LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical services |
31/08/06 |
|
Assura Edmonton LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical Services |
03/11/08 |
|
Assura Hampshire Health LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical services |
22/03/07 |
|
Assura Hartlepool LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical Services |
26/06/08 |
|
Assura Lea Valley LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical services |
29/05/08 |
|
Assura Leeds LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical services |
12/05/08 |
|
Assura Liverpool LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical services |
20/06/06 |
|
Assura Macclesfield LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical services |
29/06/06 |
|
Assura Medical Equipment Services Limited |
31 March |
n/a |
50% |
England |
Medical Equipment Providers |
06/06/08 |
|
Assura Minerva LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical services |
11/07/06 |
|
Assura North Lancs LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical Services |
03/06/08 |
|
Assura North Staffordshire LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical Services |
03/06/08 |
|
Assura North Surrey LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical Services |
26/11/08 |
|
Assura Reading LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical Services |
17/04/08 |
|
Assura Scarborough LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical services |
09/03/07 |
|
Assura Shrewsbury LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical Services |
26/06/08 |
|
Assura South Hams LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical services |
22/11/07 |
|
Assura Stockton LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical Services |
01/07/08 |
|
Assura Stoke on Trent LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical Services |
03/06/08 |
|
Assura Trafford LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical Services |
26/06/08 |
|
Assura Vertis LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical Services |
09/03/07 |
|
Assura Wandle LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical Services |
16/07/08 |
|
Assura Waverley LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical Services |
10/09/08 |
|
Assura West Leicestershire LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical Services |
12/05/08 |
|
Assura Whitby LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical services |
22/11/07 |
|
Assura Wiltshire LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical Services |
22/11/07 |
|
Assura Wyre Forest LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical Services |
22/11/07 |
|
Peninsula Health LLP |
31 March |
n/a |
50% |
England |
Enhanced Medical services |
22/03/07 |
|
GP Care Pharmacy Limited |
31 March |
1 Ordinary Share of £1 |
50% |
England |
Pharmacy |
07/02/07 |
In addition, the Group has an interest in Skeeles Pharmacy Limited and Douglas Skeeles Limited which are dormant, wholly-owned subsidiaries of GP Care Pharmacy Limited.
The above investments comprise:
|
|
|
|
31/03/09 |
31/03/08 |
|
|
|
|
Group |
Group |
|
|
|
|
£'000 |
£'000 |
|
Cost of shares or member's core capital |
|
|
4,798 |
1,868 |
|
Loans |
|
|
9,475 |
7,339 |
|
Share of accumulated losses |
|
|
(3,466) |
(588) |
|
|
|
|
10,807 |
8,619 |
Members' capital is interest free.
The following information is given in respect of the Group's share of all joint ventures:
|
|
31/03/09 |
31/03/08 |
|
|
Group |
Group |
|
|
£'000 |
£'000 |
|
Non-current assets |
2,271 |
3,399 |
|
Current assets |
2,911 |
1,286 |
|
|
5,182 |
4,685 |
|
Liabilities due within one year |
8,482 |
1,449 |
|
Non-current liabilities |
167 |
3,824 |
|
|
8,649 |
5,273 |
|
|
|
|
|
Share of net liabilities |
(3,467) |
(588) |
|
Add back loans |
9,476 |
7,339 |
|
Other |
4,798 |
1,868 |
|
Carrying amount of joint ventures |
10,807 |
8,619 |
|
Share of joint ventures revenue and profit: |
|
|
|
Revenue |
3,063 |
39 |
|
|
|
|
|
Loss |
(2,878) |
(838) |
The movement on investments in joint ventures during the year was as follows:
|
|
31/03/09 |
31/03/08 |
|
|
Group |
Group |
|
|
£'000 |
£'000 |
|
Opening balance |
8,619 |
869 |
|
Acquired in period |
2,930 |
962 |
|
Net loans advanced or transferred |
2,136 |
7,339 |
|
Share of losses in period |
(1,299) |
(551) |
|
Share of licence impairment |
(1,579) |
- |
|
Closing balance |
10,807 |
8,619 |
21. Intangible assets
|
|
Goodwill |
Pharmacy |
Total |
|
|
|
licences |
|
|
|
31/03/09 |
31/03/09 |
31/03/09 |
|
|
£'000 |
£'000 |
£'000 |
|
Cost |
|
|
|
|
At 1 April 2008 |
38,944 |
6,857 |
45,801 |
|
Goodwill arising in the period as below |
1,790 |
- |
1,790 |
|
Transfer to non-current assets held for sale |
- |
(188) |
(188) |
|
Intangibles asset additions arising from acquisitions |
- |
6,030 |
6,030 |
|
Internally generated intangible asset additions |
- |
634 |
634 |
|
At 31 March 2009 |
40,734 |
13,333 |
54,067 |
|
|
|
|
|
|
Impairment |
|
|
|
|
At 1 April 2008 |
7,914 |
- |
7,914 |
|
Impairment during the period - Medical services |
1,811 |
- |
1,811 |
|
Impairment during the period - Pharmacy |
- |
2,498 |
2,498 |
|
At 31 March 2009 |
9,725 |
2,498 |
12,223 |
|
|
|
|
|
|
Net book value at 31 March 2009 |
31,009 |
10,835 |
41,844 |
|
|
Goodwill |
Pharmacy |
Total |
|
|
|
licences |
|
|
|
31/03/08 |
31/03/08 |
31/03/08 |
|
|
£'000 |
£'000 |
£'000 |
|
Cost |
|
|
|
|
At 1 January 2007 |
36,714 |
284 |
36,998 |
|
Goodwill arising in the period as below |
2,230 |
- |
2,230 |
|
Intangibles asset additions arising from acquisitions |
- |
2,901 |
2,901 |
|
Separately acquired intangible asset additions |
- |
3,482 |
3,482 |
|
Internally generated intangible asset additions |
- |
190 |
190 |
|
At 31 March 2008 |
38,944 |
6,857 |
45,801 |
|
|
|
|
|
|
Impairment |
|
|
|
|
At 1 January 2007 |
- |
- |
- |
|
Impairment during the period |
7,914 |
- |
7,914 |
|
At 31 March 2008 |
7,914 |
- |
7,914 |
|
|
|
|
|
|
Net book value at 31 March 2008 |
31,030 |
6,857 |
37,887 |
Pharmacy licences represent an ongoing open ended relationship with local PCTs to provide drugs and services on behalf of the NHS. They are therefore considered to have an indefinite useful life.
2009 business combinations
During the period, the Group acquired four pharmacy branches through the acquisition of the entire share capital of Harvey & Richardson Holdings Limited (6 May 2008) and Harvey & Richardson Limited (6 May 2008). The total consideration for the two acquisitions was £5,855,000. The fair values of the assets and liabilities are stated on a final basis.
On 2 June 2008 the Group acquired the entire share capital of Our Care Limited for a consideration of £408,000.
The net assets acquired, fair value of consideration paid and goodwill arising on these transactions are set out in the table below:
|
|
Book Value |
Fair Value |
Book Value |
Fair Value |
Book Value |
Fair Value |
|
|
Pharmacy acquisitions |
Pharmacy acquisitions |
Medical acquisitions |
Medical acquisitions |
Total |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Non current assets: |
|
|
|
|
|
|
|
Pharmacy licences |
- |
6,030 |
- |
- |
- |
6,030 |
|
Investment property |
2,010 |
3,125 |
- |
- |
2,010 |
3,125 |
|
Property, plant and equipment |
209 |
- |
- |
- |
209 |
- |
|
Cash |
81 |
81 |
313 |
313 |
394 |
394 |
|
Other Current Liabilities |
(427) |
(427) |
- |
- |
(427) |
(427) |
|
Bank loans |
(2,954) |
(2,954) |
- |
- |
(2,954) |
(2,954) |
|
Deferred tax |
- |
(1,688) |
- |
- |
- |
(1,688) |
|
Net assets acquired |
(1,081) |
4,167 |
313 |
313 |
(768) |
4,480 |
|
|
|
|
|
|
|
|
|
Cash paid |
|
5,800 |
|
395 |
|
6,195 |
|
Attributable costs |
|
55 |
|
20 |
|
75 |
|
Total consideration |
|
5,855 |
|
415 |
|
6,270 |
|
Goodwill arising on acquisition |
|
1,688 |
|
102 |
|
1,790 |
Included in the £1,783,000 of goodwill recognised above are certain assets that cannot be individually separated and, reliably measured due to their nature. These items include the estimated value of future earnings, synergies and staff in place.
From the date of acquisition to 31 March 2009, the acquired businesses have contributed £541,000 of profits to the results of the Group. If the combination had taken place at the beginning of the year, the consolidated loss of the Group would have been £109,525,000 and revenue would have been £49,004,000.
2008 Business Combinations
During the period, the Group acquired four pharmacy branches through the acquisition of the entire share capital of Clearup Limited (29 March 2007), P&L Worsley Limited (14 May 2007) and Armside Chemists Limited (2 July 2007). The total consideration for the three acquisitions was £4,073,000. In addition, five pharmacy licenses were acquired in asset deals for a total consideration of £3,505,000.
On 17 October 2007 the Group acquired the entire share capital of two diagnostic and equipment rental businesses, Urosonics Limited and Cystoscope Hire Limited for a consideration of £1,451,000 satisfied by the issue of 750,000 Ordinary Shares in the Company at market value.
The net assets acquired, fair value of consideration paid and goodwill arising on these transactions are set out in the table below:
|
|
Book Value |
Fair Value |
Book Value |
Fair Value |
Book Value |
Fair Value |
|
|
Pharmacy acquisitions |
Pharmacy acquisitions |
Medical acquisitions |
Medical acquisitions |
Total |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Non current assets: |
|
|
|
|
|
|
|
Pharmacy licences |
2,901 |
2,901 |
- |
- |
2,901 |
2,901 |
|
Investment property |
210 |
200 |
- |
- |
210 |
200 |
|
Property, plant and equipment |
- |
- |
52 |
52 |
52 |
52 |
|
Cash |
737 |
737 |
10 |
10 |
747 |
747 |
|
Other current assets |
235 |
235 |
16 |
16 |
251 |
251 |
|
Deferred tax |
- |
(812) |
- |
- |
- |
(812) |
|
Net assets acquired |
4,083 |
3,261 |
78 |
78 |
4,161 |
3,339 |
|
|
|
|
|
|
|
|
|
Fair value of share in Assura Group Limited |
|
- |
|
1,451 |
|
1,451 |
|
Cash paid |
|
4,002 |
|
- |
|
4,002 |
|
Attributable costs |
|
71 |
|
45 |
|
116 |
|
Total consideration |
|
4,073 |
|
1,496 |
|
5,569 |
|
Goodwill arising on acquisition |
|
812 |
|
1,418 |
|
2,230 |
Included in the £2,230,000 of goodwill recognised above are certain assets that cannot be individually separated and reliably measured due to their nature. These items include the estimated value of future earnings, synergies and staff in place.
During the prior period the Group terminated its management contract for The Westbury Property Fund Limited (see note 9). As a result goodwill relating to the acquisition of Assura Administration and related parties in the prior year has been impaired in the period. This is shown in the eliminations and unallocated segment.
From the date of acquisition to 31 March 2008, the acquired businesses contributed £11,000 of losses to the results of the Group. If the combination had taken place at the beginning of the period, the consolidated profit of the Group would have been £14,595,000 and revenue would have been £45,689,000.
Impairment of goodwill
The Company tests annually whether goodwill or pharmacy licenses have suffered any impairment.
Goodwill acquired through business combinations and licences have been allocated for impairment testing purposes to four cash generating units as follows:
|
|
Goodwill |
Pharmacy licences |
||
|
|
31/03/09 |
31/03/08 |
31/03/09 |
31/03/08 |
|
Property development cash generating unit |
24,791 |
24,791 |
- |
- |
|
LIFT cash generating unit |
3,718 |
3,718 |
- |
- |
|
Pharmacy cash generating unit |
2,500 |
812 |
10,835 |
6,857 |
|
Medical cash generating unit |
- |
1,709 |
- |
- |
|
|
31,009 |
31,030 |
10,835 |
6,857 |
These represent the lowest level within the Group at which goodwill is monitored for internal management purposes.
Sensitivity Analysis
With regard to the assessment of the value in use of the property development and LIFT cash generating units a reasonable change in a key assumption does not result in the carrying amount of the CGU exceeding the recoverable amount.
With regard to the assessment of the value in use of the Pharmacy Cash Generating Unit (CGU) a 1% reduction in the NHS gross margin assumption would result in an increase in the impairment provision in the year of £261,000 whilst a 2% increase in the discount rate applied would result in an increase in the impairment provision of £777,000. If both sensitivities are applied together, the combined impact would be an increase in the impairment provision of £1,045,000.
For each of the remaining CGU's a reasonable change in the underlying assumptions would not result in the requirement for an impairment provision.
Property development cash generating unit
The recoverable amount of the property development unit has been determined based on a value in use calculation according to a budget approved by the Board covering a four year period. The discount rate applied to cash flow projections is 7.1% (2008: 8.5%) and cash flows beyond the four year forecasts are extrapolated using a 5% growth rate (2008: 5%) based on management's experience and reasonable expectations.
The discount rate applied to the forecast cash flows was based upon the CGU's Weighted Average Cost of Capital. The cost of equity was determined using the Capital Asset Pricing Model and a Beta appropriate to the Property Sector of 0.97. The cost of debt was based upon the Group's actual average rates of borrowing over the next 5 years.
LIFT cash generating unit;
The recoverable amount of the LIFT unit has been determined based on a value in use calculation according to financial models approved by LIFT company shareholders covering a 25 year period. The discount rate applied to cash flow projections is 8.0% (2008: 8.5%). The forecast cash flows include the project returns on funding loans provided by Assura LIFT Holdings Limited based on the actual interest rate of 12% to 14% (2008: 14%), the estimated residual value at the end of the primary lease period and the pipeline of projects.
The discount rate applied to cash flows was calculated using a multi factor model for valuing infrastructure reflecting the appropriate risk factors.
Pharmacy cash generating unit;
The recoverable amount of the pharmacy unit has been determined based on a value in use calculation based on budgets approved by the Board covering a five year period. The discount rate applied to cash flow projections is 7.1% (2008: 8.5%) and a terminal value is applied after Year 5 based upon the current market value of each pharmacy branch.
The discount rate applied to the forecast cash flows was based upon the CGU's Weighted Average Cost of Capital. The cost of equity was determined using the Capital Asset Pricing Model and a Beta appropriate to the Pharmacy Sector of 1.00. The cost of debt was based upon the Group's actual average rates of borrowing over the next 5 years. The assumed level of was in line with the current levels and this is considered to be the industry norm.
An impairment loss of £2,635,000 (including £137,000 in respect of licences held for sale - see note 26) in respect of certain individual Pharmacy Licences has been recognised during the year based upon value in use calculations. This has arisen from a reduction in the forecast cash flows and estimated terminal value of each licence at the end of Year 5. The reduction in estimated terminal value reflects a recent decline in the market value of pharmacy licences. The discount rate applied was 7.1% (2008: 8.5%)
Medical cash generating unit;
The recoverable amount of the diagnostics unit has been determined based on a fair value basis. Consequently, the goodwill has been fully impaired during the current period.
All of the goodwill of £1,426,000 relating to Assura Diagnostics was written off during the year from the Medical Services CGU in recognition of the ongoing losses generated by the business.
22. Property, Plant and Equipment
|
|
|
|
|
|
|
|
|
Computer, |
Fixtures, |
|
|
|
Land and buildings |
medical and other |
fittings and furniture |
Total |
|
|
|
equipment |
|
|
|
|
31/03/09 |
31/03/09 |
31/03/09 |
31/03/09 |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Cost or valuation |
|
|
|
|
|
At 1 April |
19,009 |
2,542 |
3,556 |
25,107 |
|
Transfer from investment property |
3,565 |
- |
- |
3,565 |
|
Additions at cost |
291 |
2,662 |
976 |
3,929 |
|
Disposals at cost |
(163) |
(41) |
- |
(204) |
|
Transfer to non-current assets held for sale |
(235) |
(83) |
(242) |
(560) |
|
Revaluation |
(1,832) |
- |
- |
(1,832) |
|
At 31 March |
20,635 |
5,080 |
4,290 |
30,005 |
|
Depreciation |
|
|
|
|
|
At 1 April |
- |
663 |
577 |
1,240 |
|
Depreciation for the year |
411 |
1,258 |
409 |
2,078 |
|
Transfer to non-current assets held for sale |
(17) |
(41) |
(44) |
(102) |
|
Disposals |
(2) |
(7) |
- |
(9) |
|
At 31 March |
392 |
1,873 |
942 |
3,207 |
|
|
|
|
|
|
|
Net book value at 31 March 2009 |
20,243 |
3,207 |
3,348 |
26,798 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Computer, |
Fixtures, |
|
|
|
Land and buildings |
medical and other |
fittings and furniture |
Total |
|
|
|
equipment |
|
|
|
|
31/03/08 |
31/03/08 |
31/03/08 |
31/03/08 |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Cost |
|
|
|
|
|
At 1 January |
2,645 |
1,505 |
2,164 |
6,314 |
|
At acquisition |
210 |
52 |
- |
262 |
|
Transfer from investment property |
13,635 |
- |
- |
13,635 |
|
Additions at cost |
- |
1,279 |
1,392 |
2,671 |
|
Disposals at cost |
- |
(294) |
- |
(294) |
|
Revaluation |
2,519 |
- |
- |
2,519 |
|
At 31 March |
19,009 |
2,542 |
3,556 |
25,107 |
|
Depreciation |
|
|
|
|
|
At 1 January |
- |
174 |
167 |
341 |
|
Depreciation for the year |
- |
710 |
410 |
1,120 |
|
Disposals |
- |
(221) |
- |
(221) |
|
At 31 March |
- |
663 |
577 |
1,240 |
|
|
|
|
|
|
|
Net book value at 31 March 2008 |
19,009 |
1,879 |
2,979 |
23,867 |
Land and buildings are stated at fair value which has been determined based on valuations performed by Savills Commercial Limited as at 31 March 2009, on the basis of open market value, supported by market evidence, in accordance with international valuation standards. The previous valuation was carried out by Savills Commercial Limited on the same basis as at 31 March 2008. If the land and buildings were measured using the cost model, the carrying amounts would be as follows:
|
|
31/03/09 |
31/03/08 |
|
|
£'000 |
£'000 |
|
Cost and net book value |
19,668 |
16,384 |
23. Other investment
|
|
31/03/09 |
31/03/08 |
|
Available for-sale financial assets |
5,968 |
9,047 |
|
Listed equity shares |
5,968 |
8,297 |
|
Unlisted equity shares |
- |
750 |
|
|
5,968 |
9,047 |
The Group held 6,382,474 Ordinary Shares of 10p each in Stobart Group Limited which are listed on the London Stock Exchange, valued at closing price. On 11 June 2009 the Group sold its entire share holding in Stobart Group Limited for £1 per share. Fees on the sale were incurred of £6,000.
The unlisted equity shares comprise a 22.5% investment in the equity of Surgery Holdings Ltd , a medical services company incorporated in the UK. This investment was fully impaired during the year for the purposes of these accounts.
24. Cash, cash equivalents and restricted cash
|
|
|
31/03/09 |
31/03/08 |
|
|
|
£'000 |
£'000 |
|
Petty cash |
|
1 |
1 |
|
Cash held in current account |
|
12,193 |
20,093 |
|
Restricted cash |
|
12,582 |
360 |
|
Rent held on deposit |
|
14 |
6 |
|
|
|
24,790 |
20,460 |
Restricted cash in 2009 is in respect of an interest payment guarantee and also ring fenced for committed property development expenditure which is released to pay contractors invoices directly.
Restricted cash in 2008 was required as security for letters of credit issued by the bank to the debt funders for the three LIFTCos to which the Group has pledged funding upon practical completion of the medical centres under development.
Rent held on deposit is subject to the respective tenant's lease agreement and is not available for use by the Group. All interest earned on these deposits is due to the respective tenant.
|
25. Debtors |
|
|
|
|
|
|
31/03/09 |
31/03/08 |
|
|
|
£'000 |
£'000 |
|
Trade debtors |
|
4,648 |
4,144 |
|
VAT recoverable |
|
1,068 |
2,240 |
|
Prepayments & accrued income |
|
3,794 |
3,600 |
|
Other debtors |
|
183 |
4,284 |
|
|
|
9,693 |
14,268 |
The Group has entered into commercial property leases on its investment property portfolio. These non cancellable leases have remaining terms of up to 25 years with an average lease length of 18 years. All leases are subject to revision of rents according to various rent review clauses. Future minimum rentals receivable under non cancellable operating leases as at 31 March are as follows:
|
|
31/03/09
|
31/03/08
|
|
|
£’000
|
£’000
|
|
Within one year
|
20,888
|
16,615
|
|
After one year but not more than five years
|
82,116
|
65,709
|
|
More than five years
|
259,791
|
228,981
|
|
|
362,795
|
311,305
|
Trade debtors are generally on 30-60 days' terms and are shown net of a provision for impairment. As at 31 March 2009, no trade debtors were impaired or fully provided for (2008: Nil).
As at 31 March 2009 and 31 March 2008, the analysis of trade debtors that were past due but not impaired is as follows:
|
|
|
|
Past due but not impaired |
|||
|
|
Total |
Neither past due nor impaired |
>30 days |
>60 days |
>90 days |
>120 days |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
2009 |
4,648 |
3,827 |
205 |
163 |
21 |
432 |
|
2008 |
4,144 |
3,171 |
435 |
131 |
173 |
234 |
The credit quality of trade debtors that are neither past due nor impaired is assessed by reference to internal historical information relating to counterparty default rates.
The bulk of the Group's income derives from the NHS or is reimbursed by the NHS, hence the risk of default is minimal.
|
26. Assets classified as held for sale and disposal groups |
||||
|
|
Pharmacy licences |
Property, plant and equipment |
Total |
Total |
|
|
31/03/09 |
31/03/09 |
31/03/09 |
31/03/08 |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
Transferred from pharmacy licences |
188 |
- |
188 |
- |
|
Transferred from property, plant and equipment |
- |
458 |
458 |
- |
|
Impairment during the period |
- |
(137) |
(137) |
- |
|
|
|
|
|
|
|
At 31 March |
188 |
321 |
509 |
- |
In the September 2008 interim accounts a disposal program of non-core pharmacy stores was announced.
The above amounts represent the net book values of assets in disposal groups held for sale. The amounts all relate to the proposed disposal of four pharmacies which are being sold. The sale process was well advanced at the balance sheet date. Completion is expected to take place during August 2009.
Pharmacy licences are the costs incurred in developing or acquiring pharmacy licences. The property, plant and equipment value represents the fit out expenditure of the pharmacies which are being disposed of.
|
27. Creditors |
|
31/03/09 |
31/03/08 |
|
|
|
£'000 |
£'000 |
|
Trade creditors |
|
5,848 |
6,133 |
|
Other creditors and accruals |
|
11,869 |
5,761 |
|
Payments due under finance leases |
|
96 |
94 |
|
Loan (see note 38) |
|
1,600 |
561 |
|
Interest payable and similar charges |
|
- |
96 |
|
Rents received in advance |
|
6,885 |
3,473 |
|
|
|
26,298 |
16,118 |
The total of future minimum lease payments payable under non-cancellable finance leases is shown below:
|
|
|
31/03/09
|
31/03/08
|
|
|
|
£’000
|
£’000
|
|
Within one year
|
|
96
|
94
|
|
After one year but not more than five years
|
|
402
|
394
|
|
More than five years
|
|
674
|
778
|
|
|
|
1,172
|
1,266
|
The above finance lease arrangements are in respect of investment property held by the Group on leasehold rather than freehold terms. The amounts due above that are more than one year, which total £1,076,000 (2008: £1,172,000) have been disclosed in non-current liabilities on the consolidated balance sheet.
|
28. Long-term Loan |
|
|
|
|
|
|
31/03/09 |
31/03/08 |
|
|
|
£'000 |
£'000 |
|
|
|
|
|
|
At 1 April (1 January 2007) |
|
188,419 |
44,949 |
|
Amount drawn down in year |
|
280,167 |
298,420 |
|
Amount repaid in year |
|
(232,356) |
(154,258) |
|
Loan issue costs |
|
(1,000) |
(1,355) |
|
Amortisation of loan issue costs |
|
1,449 |
663 |
|
At 31 March |
|
236,679 |
188,419 |
At 31 March 2008 the Group benefited from a £250m facility utilising National Australia Bank's securitisation conduit and secured upon many of the Group's portfolio of medical centre investment properties. The margin on this facility was 0.45% above the asset backed Commercial Paper rate. The bank also provided a liquidity facility of £255m, the margin of which varied between 0.7% and 1.1% above LIBOR, to guarantee funding in the event that Commercial Paper could not be issued. This facility was subject to the following financial covenants:
Due to difficulties in the markets for commercial paper, and reliance on the short term liquidity facility, the loan was repaid in full on 30 March 2009 and replaced with a new term loan (see below) to provide certainty of future funding.
At 31 March 2008 the Group also had a loan agreement with Royal Bank Of Scotland PLC (RBS) for £8,250,000 secured on the Group's head office building and investment property in Daresbury and a £12,500,000 loan facility with Norwich Union Commercial Finance (part of Aviva Group 'NU')secured on one medical centre investment in Macclesfield.
The loan from RBS is available until March 2013 and carries interest at 1.2% above LIBOR. Surplus rental income from the property is used to amortise the loan. An interest rate swap at a rate of 5.1% has been taken out to hedge against the interest on the loan. The balance at 31 March 2009 is £7,930,000 of which £1,150,000 is due within one year (see note 38).
During the year the NU loan was increased to £12,900,000 and a further six loans were completed with NU giving a total debt balance of £41,166,000 due to NU at 31 March 2009. The NU loans are partially amortised by way of quarterly instalments and partially repaid by way of bullet repayments falling due between 2021 and 2030. £450,000 is due within a year (see note 38). These loans are secured by way of charges over specific medical centre investment properties with cross collaterisation between the loans and security. The loans are subject to fixed all in interest rates ranging between 5.85% and 6.49%.
On 30 March 2009 the Group entered into a new term loan with National Australia Bank Limited for three years with an option to extend for a fourth year. The facility is initially for £190m but reduces to £160m on 30 March 2010 and to £130m on 31 March 2011, in line with the Group's planned strategy to reduce debt from non core asset disposals. The loan facility with National Australia Bank is subject to the following financial covenants:
Interest is charged at a rate of 2.25% above 3 month LIBOR while the balance is above £160m, 2.1% above LIBOR while the balance is above £130m and then reduces to 1.95% above LIBOR. If the loan to value ratio for properties charged to the bank is above 75%, then a 0.5% additional margin is charged.
This loan is secured by way of a debenture over the bulk of the wholly owned property assets of the Group and a fixed charge over shares held in certain subsidiary companies.
The Group has been in compliance with all financial covenants on all of the above loans as applicable throughout the year.
|
29. Derivative financial instrument at fair value |
|
|
|
|
|
|
|
Interest rate swap (NAB) |
Interest rate swap (RBS) |
Total |
|
|
|
£'000 |
£'000 |
£'000 |
|
|
|
|
|
|
|
At 1 April |
|
(5,862) |
- |
(5,862) |
|
Movement in year |
11 |
30,762 |
709 |
31,471 |
|
At 31 March |
|
24,900 |
709 |
25,609 |
|
30. Share capital |
|
|
|
|
|
|
|
|
|
|
|
|
31/03/09 |
31/03/09 |
31/03/08 |
31/03/08 |
|
Authorised |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
Ordinary Shares of 10p each |
3,000,000,000 |
300,000 |
300,000,000 |
30,000 |
|
Preference Shares of 10p each |
20,000,000 |
2,000 |
20,000,000 |
2,000 |
|
|
|
302,000 |
|
32,000 |
The authorised share capital was increased to £302,000,000 on 6 August 2008.
|
|
Number of Shares |
Share Capital |
Number of Shares |
Share Capital |
|
|
31/03/09 |
31/03/09 |
31/03/08 |
31/03/08 |
|
Ordinary Shares issued and fully paid |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
Opening balance |
235,213,115 |
23,522 |
233,998,471 |
23,400 |
|
|
|
|
|
|
|
Issued on 14 September 2007 to settle the deferred consideration from 2006 on the acquisition of Assura LIFT Holdings Limited |
- |
- |
464,644 |
47 |
|
Issued on 12 October 2007 to acquire Urosonics Limited and Cystoscope Hire Limited |
- |
- |
750,000 |
75 |
|
Issued as scrip dividend on 13 August 2008 |
731,665 |
73 |
- |
- |
|
Issued for cash on 17 November 2008 |
81,081,080 |
8,108 |
- |
- |
|
Issued on 17 November 2008 to Stream Partners vendors as deferred consideration |
441,176 |
44 |
- |
- |
|
|
|
|
|
|
|
Total issued in period |
82,253,921 |
8,225 |
1,214,644 |
122 |
|
Closing balance |
317,467,036 |
31,747 |
235,213,115 |
23,522 |
|
Own shares held |
(11,039,886) |
(5,093) |
(10,331,474) |
(4,561) |
|
Total Share Capital |
306,427,150 |
26,654 |
224,881,641 |
18,961 |
On 13 August 2008 the Company issued 731,665 ordinary shares of 10 pence each to those shareholders in the Company who had elected to receive new shares instead of the cash dividend that had been offered. The new ordinary shares were issued on the basis of a reference price of 81.65 pence per ordinary share.
On 5 October 2006 the Group acquired the entire share capital of Assura Intelligence Limited for cash and conditional deferred consideration payable in shares in Assura Group. The number of ordinary shares of 10 pence each to be issued to the vendors was subject to a maximum of 441,176 and this number of shares was issued to the vendors on 17 November 2008.
On 17 November 2008 the Company issued 80,810,080 ordinary shares of 10 pence each pursuant to the placing that was announced by the Company on 7 October 2008. These shares were placed at 37 pence per ordinary share.
Voting rights
Ordinary shareholders are entitled to vote at all general meetings.
Assura Equity Incentive Plan
On 15 May 2006 the Company formed the Assura Executive Equity Incentive Plan (EEIP) and issued and transferred 8,066,768 ordinary shares into the plan. The Plan has acquired shares subsequently. Participants are allocated units each of which represent one Ordinary Share, 68.5% of which was scheduled to vest on 31 December 2008 and the balance on 31 December 2010. These dates were varied in the period to March 2008 and are now 31 March 2009 and 31 March 2011 respectively. The units will vest at the end of the vesting periods if the compound growth in total shareholder return in each period is 12.5% above a base reference price of £1.90. A sliding scale will apply if the total shareholder return is between 0% and 12.5% over the base reference price. Upon vesting, an appropriate number of Ordinary Shares will be transferred by the trustees of the plan to participants less a deduction for the number of shares needed to recover any tax or national insurance liabilities which arise for participants. No units vested on 31 March 2009 as the performance criteria were not met.
As at 31 March 2009 the EEIP held a total of 11,039,886 (2008: 10,331,474) Ordinary Shares of 10p each in Assura Group Limited.
During the period 1,190,000 (2008: 2,513,500) units were granted to participants with the same vesting period and conditions as above.
On the 15 January 2009 3,950,000 units were granted subject to new performance targets. The units will vest at the end of the vesting periods if the compound growth in total shareholder return in each period is 15% above a base reference price of £0.55. A sliding scale will apply if the total shareholder return is between 15% and 30% over the base reference price.
|
|
|
31/03/09 |
31/03/08 |
|
|
|
Units |
Units |
|
Outstanding as at the start of the period |
|
5,712,500 |
3,630,000 |
|
Granted during the period |
|
5,140,000 |
2,538,500 |
|
Cancelled during the period in respect of leavers |
|
(1,176,000) |
(456,000) |
|
Outstanding as at the end of the period |
|
9,676,500 |
5,712,500 |
For share options outstanding as at 31 December 2008, the weighted average remaining contractual life is 2.41 years (2008: 2.75 years).
The weighted average fair value of options granted during the period was £0.15 (2008: £1.23).
The fair value of equity settled share options is estimated as at the date of grant using a Monte-Carlo model, taking into account the terms and conditions upon which options were granted. The following table lists the inputs to the model used for the year ended 31 March 2009 and period ended 31 March 2008.
|
|
|
31/03/09 |
31/03/08 |
|
Dividend yield (%) |
|
0.0 |
2.9 |
|
Expected share price volatility (%) |
|
64.9 |
23.0 |
|
Risk-free interest rate (%) |
|
2.1 |
5.2 |
|
Expected life of option (years) |
|
3.2 |
4.4 |
|
Weighted average share price (p) |
|
38.0 |
190.0 |
The fair value of the units granted in the period, is £797,000 (2008: £3,091,000) based on market price at the date the shares were granted. This cost is allocated over the vesting period. Given that the Company's share price on 31 March 2009 and at the date of this report is substantially below the base reference price, the cumulative expense has been computed by reference to the second vesting date given the likelihood of the units being granted at the first vesting date. The cost allocation for the period was £910,000 (2008: £1,578,000), 2006 included 500,000 units issued to the former Chairman (Mark Jackson). Dividends are paid to, and accumulate in, the Assura EEIP.
On 5 October 2006 the Group acquired the entire share capital of Assura Intelligence Limited for cash and conditional deferred consideration payable in 2009, in shares in Assura Group. The number of shares issued to the vendors was 441,176, the cost of which is being expensed on a time apportioned basis with the credit being added to retained earnings. The cost incurred in the period was £274,000 (2008: £365,000).
|
31. Share premium |
|
|
|
|
|
|
31/03/09 |
31/03/08 |
|
|
|
£'000 |
£'000 |
|
Opening balance |
|
2,073 |
226,678 |
|
Proceeds arising on issue of Ordinary Shares |
|
23,101 |
2,073 |
|
Issuance costs on share issue during period |
|
(1,962) |
- |
|
Transfer to distributable reserve |
|
- |
(226,678) |
|
Closing balance |
|
23,212 |
2,073 |
|
On 29 June 2007 following both shareholders' approval and that of the Royal Court in Guernsey £226,678,000 was transferred from share premium to distributable reserve. |
|||
|
32. Distributable reserve |
|
|
|
|
|
|
31/03/09 |
31/03/08 |
|
|
|
£'000 |
£'000 |
|
Opening balance |
|
224,116 |
15,564 |
|
Transfer from share premium (see note 31) |
|
- |
226,678 |
|
Dividends on Ordinary Shares (see note 15) |
|
(10,502) |
(18,126) |
|
|
|
213,614 |
224,116 |
|
|
|
|
|
|
33. Retained earnings |
|
|
|
|
|
|
31/03/09 |
31/03/08 |
|
|
|
£'000 |
£'000 |
|
Opening balance |
|
17,201 |
1,852 |
|
Depreciation transfer for land and buildings |
|
74 |
- |
|
Profit for the period attributable to equity holders |
|
(110,689) |
14,070 |
|
Cost of employee share-based incentives |
|
910 |
1,578 |
|
Stream Partner shares |
|
(729) |
- |
|
Minority interest disposed of in the period |
|
- |
(299) |
|
Closing balance |
|
(93,233) |
17,201 |
|
|
|
|
|
|
34. Revaluation reserve
|
|
|
|
|
|
|
31/03/09
|
31/03/08
|
|
|
|
£’000
|
£’000
|
|
Opening balance
|
|
3,089
|
106
|
|
Depreciation transfer for land and buildings
|
|
(74)
|
-
|
|
Revaluation of land & buildings in the year
|
|
627
|
2,983
|
|
Closing balance
|
|
3,642
|
3,089
|
|
|
|
|
|
35. Net asset value per Ordinary Share
The basic net asset value per Ordinary Share is based on the net assets attributable to the ordinary shareholders of £173,711,000 (2008: £265,383,000) and on 306,427,150 (2008: 224,881,641) Ordinary Shares in issue at the balance sheet date.
The adjusted basic net asset value per Ordinary Share is based on the net assets attributable to the ordinary shareholders of £204,413,000 (2008: £264,082,000) which is after adding back the 'own shares held' reserve of £5,093,000 (2008: £4,561,000) and the derivative financial instrument at fair value of a liability of £25,609,000 (2008: asset of £5,862,000) and on 306,427,150 (2008: 224,881,641) Ordinary Shares in issue at the balance sheet date.
The diluted net asset value per Ordinary Share is based on the net assets attributable to the ordinary shareholders of £173,711,000 (2008: £265,383,000) and on 306,427,150 (2008: 224,881,641) Ordinary Shares in issue at the balance sheet date.
The adjusted diluted net asset value per Ordinary Share is based on the net assets attributable to the ordinary shareholders of £204,413,000 (2008: £264,082,000) which is after adding back the 'own shares held' reserve of £5,093,000 (2008: £4,561,000) and the derivative financial instrument at fair value of a liability of £25,609,000 (2008: asset of £5,862,000) and on 306,427,150 (2008: 224,881,641) Ordinary Shares in issue at the balance sheet date.
|
36. Note to the Consolidated Cash Flow Statement |
|
|
|
|
|
|
2009 |
2008 |
|
|
|
£'000 |
£'000 |
|
Reconciliation of net profit before taxation to net cash inflow from operating activities: |
|||
|
|
|
|
|
|
Net (loss)/profit before taxation |
|
(111,373) |
12,794 |
|
Adjustment for non-cash items: |
|
|
|
|
Depreciation |
|
2,078 |
1,120 |
|
Decrease/(increase) in debtors |
|
4,574 |
(4,376) |
|
Increase in creditors |
|
10,181 |
3,704 |
|
Increase in pharmacy inventories |
|
(297) |
(776) |
|
Deficit/ (surplus) on revaluation of investment property |
|
53,747 |
(8,880) |
|
Deficit on revaluation of property, plant and equipment |
|
2,459 |
464 |
|
Deficit on revaluation of other investments |
|
3,080 |
989 |
|
Termination of investment management services |
|
- |
(1,134) |
|
Interest capitalised on developments |
|
(3,270) |
(3,415) |
|
Loss /(profit) on revaluation of financial instrument |
|
31,470 |
(3,660) |
|
(Profit)/loss on disposal of investment properties |
|
1,878 |
- |
|
Goodwill impairment |
|
1,811 |
- |
|
Licences impairment |
|
2,498 |
- |
|
Non-current assets held for resale impairment |
|
137 |
- |
|
Share of losses/(profits) of associates and joint ventures |
|
3,979 |
(4,536) |
|
Cost of employee share-based incentives |
|
910 |
1,704 |
|
Other gains and losses |
|
(16) |
(1,083) |
|
Amortisation of loan issue costs |
|
1,449 |
663 |
|
Net cash (outflow)/inflow from operating activities |
|
5,295 |
(6,422) |
37. Deferred tax
Deferred tax consists of the following:
|
Deferred income tax (liabilities)/assets recognised in the financial statements
|
|||||
|
|
|
Consolidated balance sheet
|
Consolidated income statement
|
||
|
|
|
31/03/2009
|
31/03/2008
|
12 months ended 31/03/2009
|
15 months ended 31/03/2008
|
|
|
|
£’000
|
£’000
|
£’000
|
£’000
|
|
Other timing differences
|
-
|
43
|
(43)
|
43
|
|
|
Pharmacy licenses recognised on acquisition
|
(2,157)
|
(812)
|
343
|
-
|
|
|
Trading losses carried forward
|
1,245
|
962
|
283
|
962
|
|
|
|
|
(912)
|
193
|
583
|
1,005
|
|
Deferred income tax (liabilities)/assets unrecognised in the financial statements
|
||
|
|
Consolidated balance statement
|
|
|
|
31/03/2009
|
31/03/2008
|
|
|
£’000
|
£’000
|
|
Tax losses
|
3,021
|
105
|
|
Other timing differences
|
6,666
|
65
|
|
Deficit on revaluation of investment properties in the UK
|
19,137
|
3,640
|
|
|
28,824
|
3,810
|
38. Derivatives and other financial instruments
The Group holds cash and liquid resources as well as having debtors and creditors that arise directly from its operations. The Group has varied the terms of its interest rate swap during the year as disclosed below.
The main risks arising from the Group's financial instruments and properties are credit risk, liquidity risk, interest rate risk and equity price risk. The Board regularly reviews and agrees policies for managing each of these risks and these are summarised below.
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. The maximum credit exposure in aggregate is one quarter's rent of circa £5m, 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 238 tenants at any one time. Furthermore the bulk of the Group's property income derives from the NHS or is reimbursed by the NHS, hence the risk of default is minimal.
Other credit risks within the Group derive from pharmacy sales and sales by the Group's GP Co joint ventures. These debts are due to the Group or the Group's GP Co joint ventures from the NHS and risk of default is considered minimal.
The maximum credit risk exposure relating to financial assets is represented by carrying value as at the balance sheet date.
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 which are well let to GPs and PCTs. In order to progress its property investment and development programme, the Group needs access to bank and equity finance, both of which may be difficult to raise notwithstanding the quality, long lease length, NHS backing and diversity of its property portfolio.
The Group finances its activities from bank loans. Other financial assets and liabilities, such as trade debtors and trade creditors, arise directly from the Group's operating activities. The Group also enters into derivative transactions, principally interest rate swaps with the purpose of managing the interest rate risks arising from the Group's operations and its sources of finance.
The table below summarises the maturity profile of the Group's financial liabilities at 31 March 2009 and 31 March 2008 based on contractual undiscounted payments.
|
|
On |
Less than |
3 to 12 |
1 to 5 |
|
|
|
Year ended 31 March 2009 |
demand |
3 months |
months |
years |
>5 years |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Interest bearing loans and borrowings |
- |
3,524 |
7,168 |
227,818 |
70,285 |
308,795 |
|
Trade and other payables |
- |
24,626 |
72 |
402 |
674 |
25,774 |
|
|
- |
28,150 |
7,240 |
228,220 |
70,959 |
334,569 |
|
|
On |
Less than |
3 to 12 |
1 to 5 |
|
|
|
Period ended 31 March 2008 |
demand |
3 months |
months |
years |
>5 years |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Interest bearing loans and borrowings |
- |
2,600 |
7,809 |
210,819 |
25,056 |
246,284 |
|
Trade and other payables |
- |
15,486 |
71 |
394 |
778 |
16,729 |
|
|
- |
18,086 |
7,880 |
211,213 |
25,834 |
263,013 |
Interest rate risk
The Group's exposure to market risk for changes in interest rates relates primarily to the Group's cash deposits and, as debt is utilised, long term, debt obligations. The Group's policy is to manage its interest cost using interest rate swaps (see below). The swaps are revalued to their market value by reference to market interest rates at each balance sheet date.
The interest rate profile of the financial assets and liabilities of the Group at 31 March 2009 was as follows:
|
|
Within 1 year |
1-5 years |
More than 5 years |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Floating rate |
|
|
|
|
|
Cash |
24,790 |
- |
- |
24,790 |
|
|
Within 1 year |
1-5 years |
More than 5 years |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Fixed rate |
|
|
|
|
|
Interest rate swap |
- |
- |
(25,609) |
(25,609) |
|
Long-term loans: |
|
|
|
|
|
NAB |
- |
(189,310) |
- |
(189,310) |
|
NU |
(450) |
(2,660) |
(38,029) |
(41,139) |
|
RBS |
(1,150) |
(6,780) |
- |
(7,930) |
|
Payments due under finance leases |
(96) |
(402) |
(674) |
(1,172) |
During the year the NU loan was increased to £12,900,000 and a further six loans were completed with NU giving a total debt balance of £41,139,000 due to NU at 31 March 2009. The NU loans are partial amortised by way of quarterly instalments and partially repaid by way of bullet repayments falling due between 2021 and 2030. £450,000 is due within a year (see table above). These loans are secured by way of charges over specific medical centre investment properties with cross collaterisation between the loans and security. The loans are subject to fixed all in interest rates ranging between 5.85% and 6.49%.
On 30 March 2009 the Group entered into a new term loan with National Australia Bank Limited for three years with an option to extend for a fourth year. The facility is initially for £190m but reduces to £160m on 30 March 2010 and to £130m on 31 March 2011, in line with the Group's planned strategy to reduce debt from non core asset disposals.
The interest rate profile of the financial assets and liabilities of the Group at 31 March 2008 was as follows
|
|
Within 1 year |
1-5 years |
More than 5 years |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Floating rate |
|
|
|
|
|
Cash |
20,460 |
- |
- |
20,460 |
|
|
Within 1 year |
1-5 years |
More than 5 years |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Fixed rate |
|
|
|
|
|
Interest rate swap |
- |
- |
5,862 |
5,862 |
|
Bank overdraft |
|
|
|
|
|
Long term loans: |
|
|
|
|
|
NAB |
- |
(168,917) |
- |
(168,917) |
|
NU |
(113) |
(531) |
(11,225) |
(11,869) |
|
RBS |
(448) |
(2,035) |
(5,711) |
(8,194) |
|
Payments due under finance leases |
(94) |
(394) |
(778) |
(1,266) |
The NAB long-term loan was a £250m National Australia Bank sponsored securitisation conduit available for five years from March 2008. The facility was backed up by a 364 day £255m liquidity facility for use when Commercial Paper could not be issued by the conduit. The maturity of any draw downs under the liquidity facility was up to a maximum of three months. The loan was repaid in the year.
The interest rate swap contract is adjusted to fair value at each balance sheet date. For the other financial assets and liabilities, their book value equates to their fair value, hence the above figures, for both 2009 and 2008 comprise both book and fair values.
|
|
Book value |
Fair value |
||
|
|
2009 |
2008 |
2009 |
2008 |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Cash |
24,790 |
20,460 |
24,790 |
20,460 |
|
Interest rate swap |
(25,609) |
5,862 |
(25,609) |
5,862 |
|
Long term loan |
(238,379) |
(188,980) |
(238,379) |
(188,980) |
|
Payments due under finance leases |
(1,172) |
(1,266) |
(1,172) |
(1,266) |
In 2005 the Company entered into a 20 year interest rate swap at a rate of 4.5725%, on its full debt facility at that time of £100m. On 2 November 2006, the swap was increased to £200m (£150m effective from 30 June 2007 and £200m effective from 31 December 2007) all at a new rate of 4.59% expiring on 31 December 2027. On 08 January 2009 the swap was extended to 30 years but subject to a mandatory early termination on 30 September 2028 at the following rates: for the calendar year 2009 - 2.99%, for the calendar years 2010 and 2011 - 3.29% and for the remaining term - 4.59%. Based on the actual swap rates at 31 March 2009, the fair value of this swap was a deficit of £24,900,000 (2008: surplus of £5,862,000). The Group also has entered into a smaller SWAP of initially £8m from April 2008 to March 2013 at 5.1% which reduces in line with loan amortisation linked to the Group's loan from The Royal Bank of Scotland PLC secured on its head office and investment property in Daresbury. Based on the actual swap rates at 31 March 2009, the fair value of this swap was a deficit of £709,000.
The interest rate swaps are intended to protect the Group against fluctuations in interest rates given that the bulk of the group's bank loans are at floating rate. The principal interest rate swap is measured against the three month LIBOR from 01 January 2010, but against 1 month LIBOR in 2009. The Group is therefore exposed to any differential between the one month rate and the three month LIBOR rate for 2009 only.
The following table demonstrates the sensitivity to a reasonably possible change in interest rates, with all other variables held constant, of the Group's profit before tax.
|
|
Increase/decrease in basis points % |
Effect on profit before tax |
|
2009 |
+75 |
(1,350) |
|
|
-75 |
1,350 |
|
|
|
|
|
2008 |
+75 |
(763) |
|
|
-75 |
763 |
Equity price risk
The Group holds listed equity investments classified as available-for-sale. The Group's listed equity investments consist of 6,382,474 Ordinary Shares of 10p each in Stobart Group Limited (see note 23). The fair value, being market value, of the investment is therefore subject to variations in the equity share price.
The analysis below reflects the effect on the Group's investment given an increase or decrease of 5% in the equity share price.
|
|
Increase/decrease in equity share price % |
Effect on book value £'000 |
|
2009 |
+5% |
299 |
|
|
-5% |
(299) |
|
|
|
|
|
2008 |
+5% |
415 |
|
|
-5% |
(415) |
On 11 June 2009 the Group sold its entire share holding in Stobart Group Limited for £6,382,474 less incidental costs of sale.
Capital risk
The primary objective of the Group's capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximise shareholder value.
The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. During the year the Company raised £30m of new equity and the Board resolved not to pay an interim dividend or propose further dividends until enabled through operating profits or exceptional disposals of non core assets.
The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The gearing %'age on this basis is 52% at 31 March 2009 (40% at 31 March 2008).
|
|
31/03/2009
|
31/03/2008
|
|
|
£’000
|
£’000
|
|
Cash and cash equivalents
|
24,790
|
20,460
|
|
Debt
|
(239,551)
|
(190,246)
|
|
Net Debt
|
(214,791)
|
(169,786)
|
|
|
31/03/2009
|
31/03/2008
|
|
|
£’000
|
£’000
|
|
Equity
|
173,665
|
265,383
|
|
Revaluation reserve
|
(3,642)
|
(3,089)
|
|
Derivative
|
25,609
|
(5,862)
|
|
Total capital
|
195,632
|
256,432
|
|
Net debt
|
214,791
|
169,786
|
|
Total capital plus net debt
|
410,423
|
425,218
|
|
|
52%
|
40%
|
The Group's policy is to keep the gearing at a reasonable level, and certainly not more than 65%, for a strongly asset-backed operating business. In order to achieve this it must have access to share capital when appropriate otherwise it may need to sell property and other assets. The Group includes within net debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents, excluding discontinued operations. Capital includes convertible preference shares, equity attributable to the equity holders of the parent less the net unrealised gains reserve.
39. Commitments
At the year end the Group had 7 developments on-site with a contracted total expenditure of £51m of which £38m had been expended. In addition to these property developments in progress, the Company has an identified development pipeline (as at 15 June 2009) amounting to a further £84m spread across 14 properties. This pipeline will only be formally contracted if development finance can be obtained on acceptable terms.
40. Related parties
During the period certain costs, amounting to £nil (2008: £211,000) in total, relating to Assura Pharmacy Limited were incurred and recharged by Pharma-e Limited, a company in which John Curran, a director of Assura Group and a former director of Assura Pharmacy Limited (resigned 23 March 2007), is a director and shareholder. Transactions between Assura Pharmacy Limited and Pharma-e Limited were made at normal market prices. Invoices were payable upon presentation.
During the year Assura Pharmacy Limited transferred two of its branches to GP Care Pharmacy Limited, a joint venture company in which it holds a 50% interest, for £550,000. Assura Pharmacy Limited made loans to GP Care Pharmacy Limited. The loans, which totalled £8,778,000 as at 31 March 2009, are secured on the assets of GP Care Pharmacy Limited. Interest chargeable on the loans in the year was £612,000.
In addition, during the year the Group entered into transactions, in the ordinary course of business, with other related parties.
|
|
Sales |
Purchases |
Amounts |
Amounts |
|
|
To |
From |
Owed By |
Owed To |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Related Party |
|
|
|
|
|
|
|
|
|
|
|
Associates |
|
|
|
|
|
2009 |
1,441 |
- |
4,899 |
- |
|
2008 |
335 |
- |
5,057 |
- |
|
|
|
|
|
|
|
Joint Ventures |
|
|
|
|
|
2009 |
40 |
- |
9,475 |
2,655 |
|
2008 |
1 |
- |
7,339 |
- |
|
|
|
|
|
|
41. Events after the balance sheet date
On 11 June 2009 the Group sold its entire share holding in Stobart Group Limited for £6,382,474. Brokerage fees were incurred on the sale of £6,000 generating a profit on sale of £678,000.
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the 2009 Annual General Meeting of the shareholders of Assura Group Limited (the 'Company') will be held at 9 a.m. on 9 September 2009 at 50 Pall Mall, London, SW1Y 5JH to consider and, if thought fit, pass the following resolutions.
Resolutions 1 to 7 will be proposed as ordinary resolutions and resolution 8 will be proposed as a special resolution.
For the purposes of this Notice, the term 'the statutes' shall have the meaning given to it in the Company's articles of incorporation.
Ordinary Business
1. To receive and adopt the annual report and accounts of the Company for the financial year ended 31 March 2009 together with the reports of the directors and auditor thereon.
2. To approve the directors' remuneration report set out in the annual report and accounts for the financial year ended 31 March 2009.
3. To re-appoint Ernst & Young LLP as auditors of the Company, to hold office until the conclusion of the next general meeting of the Company at which accounts are laid before shareholders and to authorise the directors to determine the auditors' remuneration.
4. To approve the re-election of John Curran as a director who retires by rotation in accordance with the Company's articles of incorporation.
5. To approve the re-election of Graham Chase as a director who retires by rotation in accordance with the Company's articles of incorporation.
6. To approve the election of Clare Hollingsworth as a director.
Special Business
7. That the directors be generally and unconditionally authorised in accordance with the statutes to exercise all the powers of the Company to allot, grant rights to subscribe for, or to convert any security into, shares in the Company:
(a) up to an aggregate nominal amount of 105,820,000 ordinary shares of 10p each and 20,000,000 Preference shares of 10p each; and
(b) up to a further aggregate nominal amount of 105,820,000 ordinary shares of 10p each in connection with an offer by way of a rights issue,such authorities to expire 15 months after the passing of this resolution or, if earlier, on the date of the annual general meeting held in 2010 (or adjournment thereof) after the passing of this resolution. Notwithstanding such expiry, the authorities shall in each case still permit the Company to make allotments of relevant securities in respect of offers or agreements made before such expiry, which would or might require relevant securities to be allotted after such expiry. These authorities revoke all previous authorities to directors without prejudice to any allotment of securities made pursuant to such authorities.
For the purposes of this resolution 'rights issue' means an offer to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings (and, if applicable, to the holders of any other class of equity security in accordance with the rights attached to such class) to subscribe further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to (i) fractions of such securities, (ii) the issue, transfer and/or holding of any securities in certificated form or in uncertificated form, (iii) the use of one or more currencies for making payments in respect of such offer, (iv) any such shares or other securities being represented by depositary receipts, (v) treasury shares or (vi) any legal or practical problems arising under the laws of, or the requirements of any regulatory body or any stock exchange in, any territory.
8. That the Company be and is generally and unconditionally authorised for the purposes of the statutes to make one or more market purchases and/or acquisitions (within the meaning of the statutes) on the London Stock Exchange of ordinary shares in the capital of the Company and, where shares are held as treasury shares, to use them, inter alia, for the purposes of employee share plans operated by the Company, provided that:
(a) the maximum aggregate number of ordinary shares hereby authorised to be purchased is 31,746,700 (representing less than 10% of the Company's issued share capital as at 28 June 2009);
(b) the minimum price (exclusive of expenses) which may be paid for such ordinary shares is 10p per share;
(c) the maximum price (exclusive of expenses) which may be paid for such ordinary shares is an amount equal to:
(i) not more than 5% above the average of the middle market quotations for the ordinary shares derived from the Daily Official List of the London Stock Exchange Daily Official List for the five business days before the purchase is made; or
(ii) the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange;
(d) the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company held in 2010, if earlier, the date 15 months after the date on which the resolution is passed; and
(e) the Company may make a contract or contracts to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of ordinary shares in pursuance of any such contract or contracts.
By order of the Board
Conor Daly
Company secretary
Registered office:
Isabelle Chambers
Route Isabelle
St Peter Port
Guernsey
Registered in Guernsey No. 41230
Dated 29 June 2009
Notes:
1. A shareholder entered on the Company's ordinary share register at 9.00 a.m. on 7 September 2009 (or, in the case of an adjournment, by 9.00 a.m. on the day two days immediately preceding the day fixed for the adjourned meeting) is entitled to attend and vote at the 2009 Annual General Meeting. If you are no longer on the Company's register of shareholders at that time, you will no longer be entitled to attend.
2. A shareholder of the Company who is entitled to attend and vote at the 2009 Annual General Meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not also be a shareholder of the Company.
3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.
4. To be valid and effective the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority shall be deposited at Computershare (CI) Ltd, Ordnance House, 31 Pier Road, St Helier, Jersey JE4 8PW not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken more than 48 hours after it is demanded, not less than 24 hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.
5. Appointment of a proxy will not prevent you from attending the meeting and voting in person at the meeting or any adjourned meeting.
6. Any corporation which is a shareholder of the Company may by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of shareholders of the Company, and the person so authorised shall be entitled to exercise the same powers (other than a power to appoint a proxy) as that corporation could exercise if it were an individual shareholder of the Company.
7. As at 28 June 2009 (the latest practicable date prior to the printing of this document) the Company's issued share capital consisted of 317,467,036 ordinary shares of 10p each, all carrying one vote each.
8. Copies of the following documents are available for inspection at 150 Aldersgate Street, London EC1A 4EJ and at the registered office of the Company during usual business hours on any weekday (weekends and public holidays excluded) and will be available for inspection at the place of the Annual General Meeting for 15 minutes before and during the Annual General Meeting itself:
(a) a copy of the Company's annual report and accounts for the financial year ended 31 March 2009; and
(b) copies of the executive directors' service contracts and non-executive directors' appointment letters.
explanatory notes to the notice of annual general meeting
The notes on the following pages give an explanation of the proposed resolutions:
Resolution 1:
Annual Report and Accounts
For each financial year the directors are required to present the directors' report, the audited accounts and the auditors' reports to shareholders at a general meeting. Shareholders are asked to approve and adopt the annual report and accounts of the Company for the financial year ended 31 March 2009.
Resolution 2:
Approval of the directors' remuneration report
The Company has decided to seek the approval of the shareholders of its annual report on remuneration policy and practice. This does not affect the directors' entitlement to remuneration and the result of this resolution is advisory only.
The remuneration report for the financial year ended 31 March 2009 is set out in full in this document.
Your directors are satisfied that the Company's policy and practice in relation to directors' remuneration are reasonable and that they deserve the support of the shareholders.
Resolution 3:
Re-appointment of auditors
The Company is required to appoint auditors, at each general meeting before which accounts are laid, to hold office until the end of the next such meeting. Ernst & Young LLP have indicated that they are willing to continue as the Company's auditors for another year. You are asked to re-appoint them and, following normal practice, to authorise the directors to determine their remuneration. The directors recommend their re-appointment.
Resolutions 4 and 5:
Re-election of directors
Under the Company's articles of incorporation directors are obliged to retire by rotation at annual general meetings and may not serve beyond three years without being re-elected by shareholders.
The directors who now fall due for retirement and re-election, through separate resolutions numbered 4 and 5 are John Curran and Graham Chase. Brief biographical details of both directors seeking re-election can be found in this document. The results of the formal performance evaluation of the Board are expected in July 2009 but the remaining directors unanimously recommend that each of these directors be re-elected as a director of the Company on the basis that both continue to be effective and demonstrate commitment to the role.
Resolution 6:
Election of Clare Hollingsworth as director
Clare Hollingsworth joined the Assura board on 23 July 2008 as an independent non-executive director and is a member of the audit committee. Brief biographical details for Clare Hollingsworth can be found in this document.
In accordance with the articles of incorporation, Clare Hollingsworth offers herself for election to the board following her appointment by the directors on 23 July 2008. The results of the formal performance evaluation of the Board are expected in July 2009 but the remaining directors unanimously recommend that she be elected as a director of the Company on the basis that she continues to be effective and demonstrate commitment to the role.
Resolution 7:
Power to allot shares
The directors are currently authorised to allot relevant securities of the Company, but their authorisation ends on the date of the annual general meeting. This resolution seeks to renew the directors' authority to allot shares. The Association of British Insurers (ABI) published guidance on 31 December 2008 to the effect that ABI Members will regard as routine a request for authorisation to allot new shares in an amount of up to one third of the existing issued share capital and additionally that they will regard as routine requests to authorise the allotment of a further one third, provided that such additional headroom shall be applied to fully pre-emptive rights issues only and the authorisation shall be valid for one year only. The directors recommend that the Company should have this additional headroom and this authority is therefore limited to the amounts set out in the resolution, being approximately 33.33% in each of parts (a) and (b) of the resolution and approximately 66.66% in aggregate of the total ordinary share capital in issue as at 28 June 2009, being the latest practicable date prior to the publication of this document. As at 28 June 2009, the Company did not hold any shares in treasury. The renewed authority will remain in force until the date of the next annual general meeting in 2010 or 15 months after the passing of the resolution, whichever is the earlier.
The directors have no present intention of exercising this authority. The purpose of giving the directors this authority is to maintain the Company's flexibility to take advantage of any appropriate opportunities that may arise. The directors also understand that ABI Members will expect that all members of the Board wishing to remain in office will stand for re-election at the next Annual General Meeting of the Company following the decision to make the issue in question.
Resolution 8:
Authority to purchase own shares and treasury shares
This resolution, which will be proposed as a special resolution, is to renew the authority granted to the directors at last year's annual general meeting, which expires on the date of the annual general meeting, and to give the Company authority to buy back its own ordinary shares in the market as permitted by Guernsey law.
The authority limits the number of shares that could be purchased to a maximum of 31,746,700 (representing less than 10% of the issued ordinary share capital of the Company as at 28 June 2009 (being the latest practicable date prior to the publication of this Notice)) and sets minimum and maximum prices. This authority will expire no later than 15 months after the date of the annual general meeting.
Your directors believe that the Company should continue to have the authority to purchase its own shares. The authority will be exercised only if the directors believe that to do so would result in an increase in earnings per share and would be promote the success of the Company for the benefit of its shareholders generally. To the extent that any shares so purchased are held in treasury (see below), earnings per share will be enhanced until such time, if any, as such shares are resold or transferred out of treasury.
Any purchases of ordinary shares would be by means of market purchases through the London Stock Exchange.
Guernsey law permits the Company to purchase and hold as treasury shares, 10% of the total number of the issued ordinary shares of the Company at the relevant time. Shares held in treasury in this manner can be cancelled, sold for cash or, in appropriate circumstances, used to meet obligations under employee share schemes. Any shares held in treasury would not be eligible to vote nor would any dividend be paid on any such shares. If any ordinary shares purchased pursuant to this authority are not held by the Company as treasury shares then such shares would be immediately cancelled in which event the number of ordinary shares in issue would be reduced.
The directors believe that it continues to be desirable for the Company to have this choice. Holding the repurchased shares as treasury shares gives the Company the ability to re-issue them quickly and cost effectively and provides the Company with additional flexibility in the management of its capital base. No dividends will be paid on, and no voting rights will be exercised in respect of, treasury shares.
This resolution also authorises the Company to transfer any treasury shares held by it for the purposes of its employee share plans. Treasury shares transferred for these purposes will, so long as required under the guidelines of the Association of British Insurers Investment Committee, count towards the limits in those plans on the number of new shares which may be issued.
As at 28 June 2009 (being the latest practicable date prior to the publication of the notice of annual general meeting), there were options outstanding over 8,912,500 ordinary shares in the capital of the Company which represents 2.81% of the Company's issued ordinary share capital. If the authority to purchase the Company's ordinary shares was exercised in full, these options would represent 3.12% of the Company's issued ordinary share capital. As at 28 June 2009 (being the latest practicable date prior to the publication of this document) the Company did not hold any shares in treasury.
The directors recommend all shareholders to vote in favour of all the resolutions, as the directors intend to do so in respect of their own shares, and consider that they are in the best interests of the Company and the shareholders as a whole.
This information is provided by RNS
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