TIDMALPH
RNS Number : 3395O
Alpha Pyrenees Trust Limited
18 August 2017
18 August 2017
ALPHA PYRENEES TRUST LIMITED
("ALPHA PYRENEES TRUST" OR THE "TRUST" OR THE "COMPANY")
ALPHA PYRENEES TRUST POSTS RESULTS FOR THE SIX MONTHSED 30 JUNE
2017
Alpha Pyrenees Trust Limited, the property company invested
primarily in commercial real estate in France and Spain, today
posts its results for the period from 1 January to 30 June
2017.
Contact:
Serena Tremlett
Chairman, Alpha Pyrenees Trust Limited
01481 231100
Paul Cable
Fund Manager, Alpha Real Capital LLP
020 7391 4700
For more information on the Trust please visit
www.alphapyreneestrust.com.
For more information on the Trust's Investment Manager please
visit www.alpharealcapital.com.
FORWARD-LOOKING STATEMENTS
These results contain forward-looking statements which are
inherently subject to risks and uncertainties because they relate
to events and depend upon circumstances that will occur in the
future. There are a number of factors that could cause actual
results to differ materially from those expressed or implied by
such forward-looking statements. Forward-looking statements are
based on the Board's current view and information known to them at
the date of this statement. The Board does not make any undertaking
to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. Nothing in
these results should be construed as a profit forecast.
About the Trust
Alpha Pyrenees Trust Limited ("the Trust", "the Company" or "the
Group") invested in higher-yielding properties in France and Spain,
focusing on commercial property in the office, industrial,
logistics and retail sectors let to tenants with strong covenants.
The Trust is pursuing an orderly realisation of its remaining
property assets and has the support of its lender in this
process.
Dividends
The Trust does not pay dividends.
Listing
The Trust is a closed-ended Guernsey registered investment
company which has been declared under the relevant legislation to
be an Authorised Closed-Ended Collective Investment Scheme. Its
shares are listed on the Official List of the UK Listing Authority
and traded on the London Stock Exchange.
Management
The Trust's Investment Manager is Alpha Real Capital LLP ("the
Investment Manager"). Control of the Trust rests with the
non-executive Guernsey-based Board of Directors.
ISA/SIPP status
The Trust's shares are eligible for Individual Savings Accounts
(ISAs) and Self Invested Personal Pensions (SIPPs).
Website
www.alphapyreneestrust.com
Chairman's Statement
The Investment Manager has been focused on achieving asset sales
to support the settlement of the bank borrowings which mature on 31
October 2018. The Board notes the progress achieved on this front
during the period with the sale of a further two properties in
France at prices totalling GBP4.7 million (EUR5.5 million) with the
net proceeds being used to partially repay bank borrowings. The
Investment Manager is focused on achieving an orderly realisation
of the Trust's remaining three property assets, one of which is
located in France and two in Spain, in a consensual manner in
accordance with a formal agreement with Barclays Bank PLC
("Barclays"). To further this process the Investment Manager
continues to undertake active asset management within the remaining
portfolio with particular emphasis on the letting of vacant units
to enhance property income and the marketability of the
property.
Going concern
During the period, the Board has made further progress in the
planned orderly realisation of its investment properties and
subsequent repayment of the bank borrowings. The maturity date of
the remaining bank borrowings is 31 October 2018. The Trust has the
support of its lender for an orderly realisation of its remaining
three investment properties with a view to winding up the Trust's
group in due course. The accounts are therefore not prepared on a
going concern basis.
Results and dividend
Results for the period show a consolidated loss for the six
months of GBP6.4 million (loss of 5.5 pence per share). Losses
comprise operating losses incurred on the remaining three
properties, losses on their revaluation, losses on the disposal of
investment properties and finance charges.
The Trust does not pay dividends.
Revaluation and Net Asset Value
Investment properties held for sale are included in the
consolidated balance sheet at a valuation of GBP9.8 million
(EUR11.1 million) as assessed by the independent valuer. As at 30
June 2017, the net asset value per ordinary share is negative 57.2p
(31 December 2016: negative 50.2p). The movement primarily reflects
the loss in the period and adverse foreign exchange effects.
Finance Commentary
Following net repayments in the period of GBP5.2 million (EUR6.1
million), as at 30 June 2017 the Trust had principal borrowings of
GBP75.4 million (EUR85.8 million) under its facilities with
Barclays.
The current interest rates will continue to apply to the
facilities until maturity and the 2% extension fees (per annum
pro-rated), charged on the initial and all extensions up to 15
April 2016, are deferred to the maturity date and will be payable
to the extent that the Trust has sufficient cash funds at that
time. No additional fee was charged on the latest extension to 31
October 2018.
There is a cash-pooling arrangement over the Trust's cash flows
from the remaining property portfolio to provide further security
against the loan but still providing the Trust with working capital
for its operations.
Formal marketing of the Trust's remaining properties is ongoing
and the results of the marketing process to date indicate that,
although there is no certainty that transactions will take place,
if they do, the prices achieved are most likely to be lower than
the valuation at 30 June 2017. The Trust will provide further
updates on progress in due course.
As the Board has previously stated, the sales process will not
result in any return to ordinary shareholders after repayment of
the Trust's bank borrowings, to the extent that this is possible,
has taken place.
Audit director's extension
The external auditor is required to rotate the audit engagement
director responsible for the Group audits every five years. In
certain circumstances where there has recently been, or will soon
be, a substantial change to the entity's business it is permitted
under the FRC's Ethical Standard to extend that tenure by up to two
years in order to safeguard audit quality.
Due to the ongoing orderly realisation of the Trust's investment
property with the view of winding up the Group in due course, the
Board has determined, with the agreement of BDO Limited, that it
was appropriate for the current audit engagement director to
continue with his role for these interim financial statements. This
was determined on the basis of his detailed understanding of the
operations and systems of the Group which we believe are important
at this time.
In the event that the Group is not wound up prior to 31 December
2017, the Board with the agreement of BDO Limited have agreed that
the current audit engagement director will remain in place for the
31 December 2017 audit.
Serena Tremlett
Chairman
17 August 2017
Property review
Portfolio overview
The Trust owns one property in France (St Cyr L'Ecole) and two
properties in Spain (Alcalá de Guadaíra and Écija) totalling
approximately 17,990 square metres (approximately 193,600 square
feet) of commercial real estate. While the properties are generally
well located and offer good value accommodation to occupiers, the
properties suffer from weak tenant demand at the present time
coupled with a high level of vacancy.
The valuation of the three property portfolio as at 30 June 2017
was GBP9.8 million (EUR11.1 million).
Property Sales
On 30 March 2017 and 23 May 2017 respectively, the Trust sold
its properties located at Champs sur Marne and Ivry-sur-Seine in
France totalling approximately 13,350 square metres for GBP4.7
million (EUR5.5 million).
These sales form part of the orderly realisation process
supported by the Trust's lender, Barclays, and the net proceeds
from these sales have been used in the reduction of the Trust's
bank borrowings.
The remaining properties held by the Trust are being actively
marketed and the Trust will provide further updates on the results
of the marketing process in due course.
Paul Cable
For and on behalf of the Investment Manager
17 August 2017
Principal risks and uncertainties
The principal risks and uncertainties facing the Group can be
outlined as follows:
-- The Group's existing borrowing facilities with Barclays Bank
PLC terminate on 31 October 2018. In order to enable repayment of
the bank borrowings, to the extent possible, the Group has agreed
with its lender to pursue an orderly realisation of its investment
properties, which are being actively marketed. The Board is of the
view that there will not be any value to return to ordinary
shareholders after repayment of bank borrowings.
-- Rental income and the fair value of investment properties are
affected, together with other factors, by general economic
conditions and/or by the political and economic climate of the
jurisdictions in which the Group's investment properties are
located.
The Board believes that the above principal risks and
uncertainties would be equally applicable to the remaining six
month period of the current financial year.
Statement of Directors' Responsibilities
The Directors confirm that to the best of their knowledge:
-- the unaudited condensed consolidated financial statements
have been prepared in accordance with IAS 34 'Interim Financial
Reporting' as adopted by the European Union; and
-- the unaudited half year report meets the requirements of an
interim management report, and includes a fair review of the
information required by:
a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an
indication of important events that have occurred during the first
six month period of the financial year; and their impact on the
interim condensed consolidated financial statements; and a
description of the principal risks and uncertainties of the
remaining six months of the year; and
b) DTR 4.2.8R of the Disclosure and Transparency Rules, being
related party transactions that have taken place in the first six
month period of the current financial year and that have materially
affected the financial position or performance of the Group during
the period.
The Directors of Alpha Pyrenees Trust Limited are listed below
and have been Directors throughout the period.
By order of the Board
Serena Tremlett
Chairman
17 August 2017
Independent review report
To Alpha Pyrenees Trust Limited
Introduction
We have been engaged by the Company to review the condensed
consolidated set of financial statements in the half year report
for the six months ended 30 June 2017 which comprises the condensed
consolidated statement of comprehensive income, condensed
consolidated balance sheet, condensed consolidated cash flow
statement, condensed consolidated statement of changes in equity
and the related notes 1 to 10. We have read the other information
contained in the half year financial report and considered whether
it contains any apparent misstatements or material inconsistencies
with the information in the condensed set of financial
statements.
Directors' responsibilities
The half year financial report is the responsibility of, and has
been approved by, the Directors. The Directors are responsible for
preparing the half year financial report in accordance with the
Disclosure and Transparency Rules of the United Kingdom's Financial
Conduct Authority.
As disclosed in note 2, the annual financial statements of the
Group are prepared in accordance with International Financial
Reporting Standards as adopted by the European Union. The condensed
consolidated set of financial statements included in this half year
financial report has been prepared in accordance with International
Accounting Standard 34, 'Interim Financial Reporting' as adopted by
the European Union.
Our responsibility
Our responsibility is to express to the Company a conclusion on
the condensed consolidated set of financial statements in the half
year report based on our review.
Our report has been prepared in accordance with the terms of our
engagement to assist the Company in meeting its responsibilities in
respect of half-yearly financial reporting in accordance with the
Disclosure and Transparency Rules of the United Kingdom's Financial
Conduct Authority and for no other purpose. No person is entitled
to rely on this report unless such a person is a person entitled to
rely upon this report by virtue of and for the purpose of our terms
of engagement or has been expressly authorised to do so by our
prior written consent. Save as above, we do not accept
responsibility for this report to any other person or for any other
purpose and we hereby expressly disclaim any and all such
liability.
Scope of review
We conducted our review in accordance with International
Standard on Review Engagements (UK and Ireland) 2410, 'Review of
Interim Information Performed by the Independent Auditor of the
Entity' issued by the Financial Reporting Council for use in the
United Kingdom. A review of interim financial information consists
of making enquiries, primarily of persons responsible for financial
and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit
conducted in accordance with International Standards on Auditing
(UK) and consequently does not enable us to obtain assurance that
we would become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an audit
opinion.
Conclusion
Based on our review, nothing has come to our attention that
causes us to believe that the condensed consolidated set of
financial statements in the half year financial report for the six
months to 30 June 2017 is not prepared, in all material respects,
in accordance with International Accounting Standard 34 as adopted
by the European Union and the Disclosure and Transparency Rules of
the United Kingdom's Financial Conduct Authority.
Emphasis of matter - going concern
We draw attention to the disclosures made in note 2 of the
condensed consolidated set of financial statements which explain
that it is the intention of the Board to seek an orderly disposal
of the Group's investment property with a view to winding up the
Group in due course. As a consequence, the condensed consolidated
set of financial statements has therefore been prepared on a basis
other than that of a going concern.
BDO Limited
Chartered Accountants
Place du Pré
Rue du Pré
St Peter Port
Guernsey
17 August 2017
Condensed consolidated statement of comprehensive income
For the six months For the six months
ended 30 June 2017 ended 30 June 2016
(unaudited) (unaudited)
------------------------------------ ------------------------------- -------------------------------
Revenue Capital Total Revenue Capital Total
Notes GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Income
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Revenue 3 304 - 304 583 - 583
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Property operating
expenses (407) - (407) (688) - (688)
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Net rental expense (103) - (103) (105) - (105)
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Losses on disposal
of investment properties 5 - (2,170) (2,170) - (1,356) (1,356)
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Losses on revaluation
of investment properties 5 - (949) (949) - (1,985) (1,985)
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Expenses
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Investment Manager's
fee (440) - (440) (426) - (426)
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Other administration
costs (193) - (193) (487) - (487)
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Operating loss (736) (3,119) (3,855) (1,018) (3,341) (4,359)
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Finance income - 51 51 - - -
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Finance costs (2,614) - (2,614) (2,761) (58) (2,819)
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Loss before taxation (3,350) (3,068) (6,418) (3,779) (3,399) (7,178)
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Taxation - - - - - -
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Loss for the period (3,350) (3,068) (6,418) (3,779) (3,399) (7,178)
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Other comprehensive
expense
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Items that may be
reclassified to profit
or loss in subsequent
periods:
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Foreign exchange
losses on translation
of foreign operations
(translation reserve) - (1,780) (1,780) - (4,831) (4,831)
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Other comprehensive
expense for the period - (1,780) (1,780) - (4,831) (4,831)
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Total comprehensive
expense for the period (3,350) (4,848) (8,198) (3,779) (8,230) (12,009)
--------------------------- ------- --------- --------- --------- --------- --------- ---------
Loss per share
- basic & diluted 4 (5.5)p (6.1)p
All items in the above statement derive from operations that are
being discontinued.
The accompanying notes are an integral part of the financial
statements.
Condensed consolidated balance sheet
Notes 30 June 2017 31 December
2016 (audited)
(unaudited) GBP'000
GBP'000
---------------------------------- ------ ------------- ----------------
Current assets
---------------------------------- ------ ------------- ----------------
Investment properties held for
sale 5 9,754 16,824
---------------------------------- ------ ------------- ----------------
Trade and other receivables 320 685
---------------------------------- ------ ------------- ----------------
Restricted cash 6 3,033 3,897
---------------------------------- ------ ------------- ----------------
Cash and cash equivalents 405 1,213
---------------------------------- ------ ------------- ----------------
13,512 22,619
---------------------------------- ------ ------------- ----------------
Current liabilities
---------------------------------- ------ ------------- ----------------
Trade and other payables (946) (1,294)
---------------------------------- ------ ------------- ----------------
Bank borrowings 7 (4,289) (2,889)
---------------------------------- ------ ------------- ----------------
Liabilities directly associated
with investment properties held
for sale (231) (257)
---------------------------------- ------ ------------- ----------------
(5,466) (4,440)
---------------------------------- ------ ------------- ----------------
Non-current liabilities
---------------------------------- ------ ------------- ----------------
Bank borrowings 7 (75,347) (77,282)
---------------------------------- ------ ------------- ----------------
Net liabilities (67,301) (59,103)
---------------------------------- ------ ------------- ----------------
Equity
---------------------------------- ------ ------------- ----------------
Share capital 8 - -
---------------------------------- ------ ------------- ----------------
Special reserve 113,131 113,131
---------------------------------- ------ ------------- ----------------
Translation reserve 15,280 17,060
---------------------------------- ------ ------------- ----------------
Capital reserve (177,311) (174,243)
---------------------------------- ------ ------------- ----------------
Revenue reserve (18,401) (15,051)
---------------------------------- ------ ------------- ----------------
Total equity (67,301) (59,103)
---------------------------------- ------ ------------- ----------------
Net asset value per share (57.2)p (50.2)p
The interim condensed consolidated financial statements were
approved by the Board of Directors and authorised for issue on 17
August 2017.
David Jeffreys Serena Tremlett
Director Director
The accompanying notes are an integral part of the financial
statements.
Condensed consolidated cash flow statement
For the six For the six
months ended months ended
30 June 2017 30 June 2016
(unaudited) (unaudited)
GBP'000 GBP'000
-------------------------------------------- -------------- --------------
Operating activities
-------------------------------------------- -------------- --------------
Loss for the period (6,418) (7,178)
-------------------------------------------- -------------- --------------
Adjustments for :
-------------------------------------------- -------------- --------------
Losses on disposal of investment
properties 2,170 1,356
-------------------------------------------- -------------- --------------
Losses on revaluation of investment
properties 949 1,985
-------------------------------------------- -------------- --------------
Finance income (51) -
-------------------------------------------- -------------- --------------
Finance costs 2,614 2,819
-------------------------------------------- -------------- --------------
Operating cash flows before movements
in working capital (736) (1,018)
-------------------------------------------- -------------- --------------
Movements in working capital:
-------------------------------------------- -------------- --------------
Movement in trade and other receivables 384 429
-------------------------------------------- -------------- --------------
Movement in trade and other payables (485) (1,177)
-------------------------------------------- -------------- --------------
Cash flows used in operations (837) (1,766)
-------------------------------------------- -------------- --------------
Interest received - -
-------------------------------------------- -------------- --------------
Cash flows used in operating activities (837) (1,766)
-------------------------------------------- -------------- --------------
Investing activities
-------------------------------------------- -------------- --------------
Proceeds from disposal of investment
properties 4,341 23,902
-------------------------------------------- -------------- --------------
Restricted cash movement 950 5,903
-------------------------------------------- -------------- --------------
Cash flows from investing activities 5,291 29,805
-------------------------------------------- -------------- --------------
Financing activities
-------------------------------------------- -------------- --------------
Repayment of borrowings (5,224) (27,406)
-------------------------------------------- -------------- --------------
Bank loan interest paid and costs (52) (1,189)
-------------------------------------------- -------------- --------------
Cash flows used in financing activities (5,276) (28,595)
-------------------------------------------- -------------- --------------
Decrease in cash and cash equivalents (822) (556)
-------------------------------------------- -------------- --------------
Cash and cash equivalents at beginning
of period 1,213 1,309
-------------------------------------------- -------------- --------------
Exchange translation movement 14 (350)
-------------------------------------------- -------------- --------------
Cash and cash equivalents at end
of period 405 403
All items in the above statement derive from operations that are
being discontinued.
The accompanying notes are an integral part of the financial
statements.
Condensed consolidated statement of changes in equity
For the six months Share Special Translation Capital Revenue Total
ended 30 June 2016 capital reserve reserve reserve reserve equity
(unaudited) GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------- ---------- --------- ------------ ---------- --------- ---------
At 1 January 2016 - 113,131 24,234 (166,173) (7,566) (36,374)
------------------------- ---------- --------- ------------ ---------- --------- ---------
Total comprehensive
expense for the period
------------------------- ---------- --------- ------------ ---------- --------- ---------
Loss for the period - - - (3,399) (3,779) (7,178)
------------------------- ---------- --------- ------------ ---------- --------- ---------
Other comprehensive
expense - - (4,831) - - (4,831)
------------------------- ---------- --------- ------------ ---------- --------- ---------
Total comprehensive
expense for the period - - (4,831) (3,399) (3,779) (12,009)
------------------------- ---------- --------- ------------ ---------- --------- ---------
At 30 June 2016 - 113,131 19,403 (169,572) (11,345) (48,383)
------------------------- ---------- --------- ------------ ---------- --------- ---------
For the six months Share Special Translation Capital Revenue Total
ended 30 June 2017 capital reserve reserve reserve reserve equity
(unaudited) GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------- ---------- --------- ------------ ---------- --------- ---------
At 1 January 2017 - 113,131 17,060 (174,243) (15,051) (59,103)
------------------------- ---------- --------- ------------ ---------- --------- ---------
Total comprehensive
expense for the period
------------------------- ---------- --------- ------------ ---------- --------- ---------
Loss for the period - - - (3,068) (3,350) (6,418)
------------------------- ---------- --------- ------------ ---------- --------- ---------
Other comprehensive
loss - - (1,780) - - (1,780)
------------------------- ---------- --------- ------------ ---------- --------- ---------
Total comprehensive
expense for the period - - (1,780) (3,068) (3,350) (8,198)
------------------------- ---------- --------- ------------ ---------- --------- ---------
At 30 June 2017 - 113,131 15,280 (177,311) (18,401) (67,301)
------------------------- ---------- --------- ------------ ---------- --------- ---------
The accompanying notes are an integral part of the financial
statements.
Notes to the condensed consolidated financial statements
1. General information
The Company is a limited liability, closed-ended investment
company incorporated in Guernsey, which has been declared under the
relevant legislation to be an Authorised Closed-Ended Collective
Investment Scheme. The Group comprises the Company and its
subsidiaries. The Group invests in commercial property in France
and Spain. The Company's functional currency is Sterling and the
subsidiaries' functional currency is Euros. The presentation
currency of the Group is Sterling. The period-end exchange rate
used is GBP1:EUR1.138 (December 2016: GBP1:EUR1.169) and the
average rate for the period used is GBP1:EUR1.162 (June 2016:
GBP1:EUR1.284).
2. Significant accounting policies
The unaudited condensed consolidated financial statements
included in the half year report for the six months ended 30 June
2017, have been prepared in accordance with the Disclosure and
Transparency Rules of the United Kingdom's Financial Conduct
Authority and International Accounting Standard (IAS) 34, 'Interim
Financial Reporting' as adopted by the European Union. The
condensed consolidated financial statements should be read in
conjunction with the Group's annual report and financial statements
for the year ended 31 December 2016, which have been prepared in
accordance with International Financial Reporting Standards (IFRS)
as adopted by the European Union and are available on the Company's
website (www.alphapyreneestrust.com).
The accounting policies adopted and methods of computation
followed in these condensed consolidated financial statements are
consistent with those applied in the preparation of the Group's
annual consolidated financial statements for the year ended 31
December 2016.
The Directors considered all relevant new standards, amendments
and interpretations to existing standards effective for accounting
periods beginning on 1 January 2017 and determined that they will
have no impact on the annual consolidated financial statements of
the Group or the interim condensed consolidated financial
statements of the Group.
There are a number of new standards, amendments and
interpretations to existing standards that are effective for
periods beginning after 31 December 2017. As disclosed in the
annual financial statements for the year ended 31 December 2016,
these are either not relevant to the Group or are not expected to
have a significant impact given the orderly realisation of the
Group's remaining three investment properties and subsequent
winding up of the Group's structure.
The preparation of the interim condensed financial statements
requires Directors to make estimates and assumptions that affect
the reported amounts of revenues, expenses, assets and liabilities,
and the disclosure of contingent liabilities at the date of the
interim condensed financial statements. If in the future such
estimates and assumptions, which are based on the Directors' best
judgement at the date of the interim condensed financial
statements, deviate from actual circumstances, the original
estimates and assumptions will be modified as appropriate in the
period in which the circumstances change.
Going concern
During the period, the Board has made further progress in the
planned orderly realisation of its investment properties and
subsequent repayment of the bank borrowings. The maturity date of
the remaining bank borrowings is 31 October 2018. The Trust has the
support of its lender for an orderly realisation of its remaining
three investment properties with a view to winding up the Trust's
group in due course. The accounts are therefore not prepared on a
going concern basis.
3. Revenue
1 January 1 January
2017 to 2016 to
30 June 30 June
2017 2016
GBP'000 GBP'000
----------------------- ---------- ----------
Rental income 258 261
----------------------- ---------- ----------
Service charge income 46 322
----------------------- ---------- ----------
Total 304 583
4. Earnings per share
The calculation of the basic and diluted earnings per share is
based on the following data:
1 January 1 January
2017 to 2016 to
30 June 30 June
2017 2016
------------------------------------------------- ---------- ----------
Losses after tax per statement of comprehensive
income (GBP'000) (6,418) (7,178)
------------------------------------------------- ---------- ----------
Basic and diluted losses per share (5.5)p (6.1)p
------------------------------------------------- ---------- ----------
Weighted average number of ordinary shares
(000's) 117,627 117,627
5. Investment properties held for sale
30 June 31 December
2017 2016
GBP'000 GBP'000
------------------------------------------- --------- ------------
Fair value of investment properties held
for sale at 1 January 16,824 39,283
------------------------------------------- --------- ------------
Disposals (6,435) (19,891)
------------------------------------------- --------- ------------
Movement in rent incentives/initial costs 11 (280)
------------------------------------------- --------- ------------
Fair value adjustment in the period/year (949) (7,268)
------------------------------------------- --------- ------------
Effect of foreign exchange 303 4,980
------------------------------------------- --------- ------------
Fair value of investment properties held
for sale at 30 June/31 December 9,754 16,824
The fair value of the Group's investment properties held for
sale at 31 December 2016 had been arrived at on the basis of
valuations carried out at that date by Knight Frank LLP,
independent valuers not connected to the Group, with the exception
of Ivry in France, which was sold on 23 May 2017 for GBP2.5 million
(EUR2.9 million), that had been valued by the Directors at its
selling price.
During the period, the Group sold another property in France:
Champs sur Marne for GBP2.2 million (EUR2.6 million) on 30 March
2017.
The fair value of the Group's remaining three investment
properties held for sale at 30 June 2017 has been arrived at on the
basis of valuations carried out at that date by Knight Frank LLP.
The portfolio has been valued on a fair value basis as defined by
the Royal Institution of Chartered Surveyors ("RICS") Appraisal and
Valuations Standards. The approved RICS definition of fair value is
"the price that would be received to sell an asset, or paid to
transfer a liability, in an orderly transaction between market
participants at the measurement date".
No provision is made for potential disposal costs as these will
be contingent upon ultimate realisation values and specific
arrangements that may be agreed.
Formal marketing of the Trust's remaining properties is ongoing
and the results of the marketing process to date indicate that,
although there is no certainty that any transactions will take
place, if they do, the prices achieved may be lower than the
valuation at 30 June 2017. The Trust will provide further updates
on progress in due course.
6. Restricted cash
The cash balance held on the cash pooling account is subject to
certain restrictions; accordingly this balance has not been
classified as cash and cash equivalents.
In November 2013, the Group entered into a cash pooling
arrangement with Barclays Bank PLC over the Group's cash-flows from
the whole property portfolio in order to provide further security
to Barclays Bank PLC but which provides the Group and the Company
with working capital for their operations. The resulting cash
pooling account is controlled by Barclays Bank PLC and a cash
release mechanism is in place whereby cash is released by Barclays
Bank PLC following review of the Group's working capital
requirements.
7. Bank borrowings
30 June 31 December
2017 2016
GBP'000 GBP'000
------------------------- --------- ------------
Current liabilities
------------------------- --------- ------------
Interest payable 4,289 2,889
------------------------- --------- ------------
Non-current liabilities
------------------------- --------- ------------
Bank borrowing 75,382 77,380
------------------------- --------- ------------
Deferred finance costs (35) (98)
------------------------- --------- ------------
Total liabilities 79,636 80,171
During the period, the Group sold two properties in France at
prices totalling GBP4.7 million (EUR5.5 million) with the net
proceeds from these sales enabling the repayment of bank borrowings
totalling GBP4.3 million (EUR5.1 million).
During the period a further GBP0.9 million (EUR1.0 million) of
debt repayment was made.
The repayment date of all borrowings is 31 October 2018.
Extension fees of 2% (per annum pro-rated) are charged on all
borrowings from 10 February 2015 (original maturity date) on all
extensions up to 15 April 2016: these are deferred to the maturity
date and will be payable to the extent that the Group has
sufficient cash funds at that time. No additional fee was charged
on the latest extension to 31 October 2018. As at 30 June 2017, the
Board considers it highly unlikely, based on cash flow forecasts,
that there will be sufficient cash funds to settle this amount and
hence this represents a contingent liability of EUR6.3 million
(GBP5.5 million), which has not been recognised in these financial
statements.
8. Share capital
The authorised share capital is unlimited. The Company has one
class of shares which carry no right to fixed income. All ordinary
shares have a nil par value. The number of shares in issue is 117.6
million (31 December 2016: 117.6 million).
There have been no share cancellations during the period.
9. Related party transactions
Parties are considered to be related if one party has the
ability to control the other party or exercise significant
influence over the other party in making financial or operational
decisions. Alpha Real Capital LLP is the Investment Manager to the
Company under the terms of the Investment Manager Agreement and is
thus considered a related party of the Company.
Transactions between the Company and its subsidiaries, which are
related parties, have been eliminated on consolidation and are not
disclosed in this note.
Following the disposal of the majority of the property
portfolio, the Board has agreed, in line with the consensual sales
programme established with Barclays Bank PLC, a monthly fee
reflecting the need for the Investment Manager to maintain adequate
resources to complete the disposal of the remaining properties and
winding up of the Group. This fee is separately disclosed on the
face of the statement of comprehensive income. The consensual sales
programme requires 30% of fees earned by the Investment Manager to
be deferred and only released when sales milestones have been
achieved. The outstanding balance for Investment Manager's fees as
at 30 June 2017 is GBP563,000 (31 December 2016: GBP627,000).
The Directors of the Company received total fees as follows:
Six months Six months
ended ended
30 June 2017 30 June 2016
GBP GBP
------------------ -------------- --------------
Dick Kingston* - 15,000
------------------ -------------- --------------
David Jeffreys 10,000 11,500
------------------ -------------- --------------
Phillip Rose* - 10,000
------------------ -------------- --------------
David Rowlinson* - 10,000
------------------ -------------- --------------
Serena Tremlett 10,000 10,000
------------------ -------------- --------------
Total 20,000 56,500
* resigned from the Board, effective 3 June 2016.
The Directors' interests in the shares of the Company are
detailed below:
30 June 2017 31 December
shares held 2016
shares held
----------------- ------------- -------------
David Jeffreys 250,000 250,000
----------------- ------------- -------------
Serena Tremlett 121,472 121,472
The following, being partners of the Investment Manager held the
following shares in the Company:
30 June 2017 31 December
shares held 2016
shares held
---------------------------- ------------- -------------
Rockmount Ventures Limited
and ARRCO Limited** 21,437,393 21,437,393
---------------------------- ------------- -------------
Phillip Rose*** 1,290,079 1,290,079
---------------------------- ------------- -------------
Bradley Bauman 544,809 544,809
---------------------------- ------------- -------------
Brian Frith 229,078 229,078
---------------------------- ------------- -------------
Karl Devon-Lowe 108,650 108,650
** Rockmount Ventures Limited is the parent company of ARRCO
Limited. The interest attributed to the two corporate partners
represents 21,437,393 shares held by a related party, Antler. As
such these companies are considered to be in a position in which
they are able to exercise significant influence over the Investment
Manager.
***Phillip Rose is the CEO and a partner of the Investment
Manager.
Alpha Real Capital LLP, the Investment Manager of the Company,
holds 9,390,800 (31 December 2016: 9,390,800) shares in Alpha
Pyrenees Trust Limited.
Paul Cable, being the Investment Manager's Fund Manager
responsible for the Trust's investments, holds 84,918 (31 December
2016: 84,918) shares in Alpha Pyrenees Trust Limited.
Serena Tremlett is the Managing Director of Estera
Administration (Guernsey) Limited ('EAGL'), the Company's
administrator and secretary. EAGL was formerly Morgan Sharpe
Administration Limited, which was purchased by Estera on 28 April
2017. Serena is a minority shareholder of EAGL's parent company.
During the period the Company paid Estera fees of GBP25,500 (30
June 2016: GBP40,500).
10. Events after the balance sheet date
There were no significant events after the balance sheet
date.
Directors and Trust information
Directors
Serena Tremlett (Chairman)
David Jeffreys
Registered office
Old Bank Chambers
La Grande Rue
St Martin's
Guernsey GY4 6RT
Investment Manager
Alpha Real Capital LLP
Level 6, 338 Euston Road
London NW1 3BG
Administrator and secretary
Estera Administration (Guernsey) Limited (formerly Morgan Sharpe
Administration Limited)
Old Bank Chambers
La Grande Rue
St Martin's
Guernsey GY4 6RT
Independent valuers
Knight Frank LLP
55 Baker Street
London W1U 8AN
Independent auditor
BDO Limited
Place du Pré
Rue du Pré
St Peter Port
Guernsey GY1 3LL
Tax advisors
BDO LLP
55 Baker Street
London W1U 7EU
Deloitte LLP
Hill House
1 Little New Street
London EC4A 3TR
Legal advisors in Guernsey
Carey Olsen
PO Box 98
Carey House
Les Banques
St Peter Port
Guernsey GY1 4BZ
Legal advisors in the UK
Norton Rose
3 More London Riverside
London SE1 2AQ
Registrar
Computershare Investor Services (Jersey) Limited
Queensway House
Hilgrove Street
St Helier
Jersey JE1 1ES
Shareholder information
Share price
The Company's Ordinary Shares are listed on the London Stock
Exchange.
Change of address
Communications with shareholders are mailed to the addresses
held on the share register. In the event of a change of address or
other amendment, please notify the Company's Registrar under the
signature of the registered holder.
Investment Manager
The Company is advised by Alpha Real Capital LLP which is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom.
Financial Calendar
Financial reporting Reporting/Meeting dates
---------------------------------------- ------------------------
Half year report 18 August 2017
---------------------------------------- ------------------------
Trading update statement (Q3) 10 November 2017
---------------------------------------- ------------------------
Annual report and accounts announcement 9 March 2018
---------------------------------------- ------------------------
Annual report published 29 March 2018
---------------------------------------- ------------------------
Annual General Meeting 27 April 2018
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR BUGDICUBBGRR
(END) Dow Jones Newswires
August 18, 2017 02:00 ET (06:00 GMT)
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