TIDMPCTZ
RNS Number : 7324S
Picton ZDP Limited
12 November 2013
12 November 2013
Picton ZDP Limited
Interim Results
(the "Company")
Picton ZDP Limited (LSE: PCTZ), announces its interim results
for the six months ended 30 September 2013.
The Company's principal objective is to provide Zero Dividend
Preference Shares with a predetermined final capital entitlement.
It is recommended that these accounts are read in conjunction with
those of its parent, Picton Property Income Limited, also issued
today.
For further information:
Tavistock Communications
Jeremy Carey/James Verstringhe, 020 7920 3150,
jverstringhe@tavistock.co.uk
Picton Capital Limited
Michael Morris, 020 7011 9980,
michael.morris@pictoncapital.co.uk
Company Secretary
Northern Trust International Fund Administration Services
(Guernsey) Limited
David Sauvarin, 01481 745001, team_picton@ntrs.com
Interim Management Report
Picton ZDP Limited ("the Company") is a Guernsey registered
company, established on 2 September 2012 and is a wholly owned
subsidiary of Picton Property Income Limited ("the Parent") which
is a closed ended investment company incorporated in Guernsey.
The Company's principal investment objective is to provide the
holders of the zero dividend preference shares ("ZDP Shares") with
a predetermined final capital entitlement.
On repayment, ZDP shareholders are entitled to receive an amount
equal to 100 pence per share increased daily at an equivalent
annual rate of 7.25% per annum. The ZDP Share's repayment date is
the 16 October 2016 and the final capital entitlement will be 132.2
pence per ZDP Share.
The Parent has entered into a Contribution Agreement with the
Company to provide an undertaking to pay any costs and expenses
incurred by the Company and to enable the Company to meet its
payment obligations in respect of the ZDP shares. Although the
Parent has entered into an undertaking to meet all liabilities as
they fall due it is important to note that all risks are borne by
the ZDP shareholders who are not guaranteed to receive their full
capital entitlement.
Statement of Directors' Responsibilities
The Directors confirm to the best of their knowledge that:
(a) the condensed set of consolidated Financial statements have
been prepared in accordance with IAS 34 'Interim Financial
Reporting';
(b) the Interim Management Report includes a fair review of the
information required by Disclosure and Transparency Rule 4.2.7R,
being an indication of important events during the first six months
of the financial year, a description of principal risks and
uncertainties for the remaining six months of the year, and their
impact on the condensed set of consolidated financial statements;
and
(c) includes a fair review of the information required by
Disclosure and Transparency Rule 4.2.8R (disclosure of related
parties' transactions and changes therein).
Trevor Ash
Director
11 November 2013
INDEPENDENT REVIEW REPORT TO PICTON ZDP LIMITED ("the
Company")
Introduction
We have been engaged by the Company to review the condensed set
of consolidated financial statements in the Interim Report for the
six months ended 30 September 2013 which comprises the Condensed
Consolidated Statement of Comprehensive Income, the Condensed
Consolidated Statement of Changes in Equity, the Condensed
Consolidated Balance Sheet and the related explanatory notes. We
have read the other information contained in the Interim Report and
considered whether it contains any apparent misstatements or
material inconsistencies with the information in the condensed set
of financial statements.
This report is made solely to the Company in accordance with the
terms of our engagement to assist the Company in meeting the
requirements of the Disclosure and Transparency Rules ("the DTR")
of the UK's Financial Conduct Authority ("the UK FCA"). Our review
has been undertaken so that we might state to the Company those
matters we are required to state to it in this report and for no
other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the Company
for our review work, for this report, or for the conclusions we
have reached.
Directors' responsibilities
The Interim Report is the responsibility of, and has been
approved by, the directors. The directors are responsible for
preparing the Interim Report in accordance with the DTR of the UK
FCA.
As disclosed in note 2, the annual financial statements of the
Company are prepared in accordance with International Financial
Reporting Standards. The condensed set of consolidated financial
statements included in this Interim Report has been prepared in
accordance with IAS 34 'Interim Financial Reporting'.
Our responsibility
Our responsibility is to express to the Company a conclusion on
the condensed set of consolidated financial statements in the
Interim Report based on our review.
Scope of review
We conducted our review in accordance with International
Standard on Review Engagements (UK and Ireland) 2410 Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity issued by the Auditing Practices Board for use in the
UK. 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 Ireland) 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 set of consolidated
financial statements in the Interim Report for the six months ended
30 September 2013 is not prepared, in all material respects, in
accordance with IAS 34 and the DTR of the UK FCA.
KPMG Channel Islands Limited
Chartered Accountants
11 November 2013
Financial statements
Condensed Consolidated Statement of Comprehensive Income
For the period from 1 April 2013 to 30 September 2013
1 April 2 September
2013 to 2012 to
30 September 31 March
2013 2013
Note unaudited audited
GBP000 GBP000
Expenses
Administration expenses 3 (10) (25)
Other operating expenses (9) (30)
Result from operating activities (19) (55)
Financing
Finance costs on zero dividend preference
shares (903) (1,160)
Total finance costs (903) (1,160)
Tax 4 - -
Total comprehensive loss for the
period (922) (1,215)
There is no comprehensive income other than the loss for the
period.
Notes 1 to 10 form part of these financial statements.
Condensed Consolidated Statement of Changes in Equity
For the period from 1 April 2013 to 30 September 2013
Note Share Capital Contribution Accumulated Total
Capital Loss
GBP000 GBP000 GBP000 GBP000
Balance as at
2 September
2012 - - - -
Issue of ordinary
shares 8 - - - -
Total comprehensive
loss for the
period - - (1,215) (1,215)
Contribution
by parent company 6 - 1,215 - 1,215
Balance as at
31 March 2013 - 1,215 (1,215) -
Total comprehensive
loss for the
period - - (922) (922)
Contribution
by parent company 6 - 922 - 922
Balance as at
30 September
2013 - 2,137 (2,137) -
Notes 1 to 10 form part of these financial statements.
Condensed Consolidated Balance Sheet
As at 30 September 2013
30 September 31 March
2013 2013
unaudited audited
Note GBP000 GBP000
Non-current assets
Amount due from parent company 6 22,991 22,088
Other assets 372 463
Total non-current assets 23,363 22,551
Current assets
Other assets 182 182
Total current assets 182 182
Total assets 23,545 22,733
Non-current liabilities
Zero dividend preference shares 7 (23,532) (22,720)
Total non-current liabilities (23,532) (22,720)
Current liabilities
Accounts payable and accruals (13) (13)
Total current liabilities (13) (13)
Total liabilities (23,545) (22,733)
Net assets - -
Equity
Share capital 8 - -
Capital contribution 2,137 1,215
Accumulated loss (2,137) (1,215)
Total equity - -
These financial statements were approved by the Board of
Directors on 11 November 2013 and signed on its behalf by:
Trevor Ash
Director
Notes 1 to 10 form part of these financial statements.
Notes to the Condensed
Consolidated Financial Statements
For the period from 1 April 2013 to 30 September 2013
1. General information
Picton ZDP Limited (the "Company" and together with its
subsidiary, IRET Securities Limited, the "Group") was incorporated
on 2 September 2012 and is registered in Guernsey. The Company is a
wholly owned subsidiary of Picton Property Income Limited, (the
"Parent"), which is an investment company registered in Guernsey.
The financial statements are prepared for the period from 1 April
2013 to 30 September 2013, with audited comparatives for the period
from registration on 2 September 2012 to 31 March 2013.
These financial statements are presented in pounds sterling
being the currency of the primary economic environment in which the
Company operates.
2. Significant accounting policies
Basis of accounting
The financial statements have been prepared in accordance with
IAS 34 'Interim Financial Reporting'. They do not include all of
the information required for full annual financial statements, and
should be read in conjunction with the financial statements of the
Company as at and for the period ended 31 March 2013.
The accounting policies applied by the Company in the Interim
Reportare the same as those applied by the Company in its financial
statements as at and for the period ended 31 March 2013, with the
exception of the following which have had no effect on the
financial statements:
-- IFRS 10 Consolidated Financial Statements, effective for
accounting periods beginning on or after 1 January 2013. IFRS 10
establishes a single control model that applies to all entities
including special purpose entities. The changes introduced require
management to focus on whether power exists over an entity, the
exposure or right to variable returns from its involvement with
that entity and its ability to use its power to affect those
returns. In particular, IFRS 10 requires the consolidation of
entities it controls on the basis of de facto circumstances. In
accordance with IFRS 10, management have reassessed the
relationship between entities. Notwithstanding the above, the
adoption of IFRS 10 had no impact on the Group.
-- IFRS 13 Fair Value Measurement, effective for accounting
periods beginning on or after 1 January 2013. IFRS 13 establishes a
single source of guidance under IFRS for all fair value
measurements. IFRS 13 does not change when an entity is required to
use fair value, but rather provides guidance on how to measure fair
value under IFRS when fair value is required or permitted by other
IFRSs. In accordance with the provisions of IFRS, management has
applied the new fair value measurement guidance prospectively.
Notwithstanding the above, the change had no significant impact on
the measurements of the Group's assets and liabilities.
The annual financial statements of the Company are prepared in
accordance with International Financial Reporting Standards
('IFRS') as issued by the IASB.
Segmental reporting
The Directors are of the opinion that the Company is engaged in
a single economic and geographic segment of business primarily
being the raising of funds in order to provide financing to the
Parent.
Statement of cash flows
No Cash Flow Statement is presented as all funding activities
are provided by the Parent.
Financial risk management
The Company's financial risk management policies are consistent
with those disclosed in the financial statements as at and for the
period from registration on 2 September 2012 to 31 March 2013.
Notes to the Condensed
Consolidated Financial Statements
For the period from 1 April 2013 to 30 September 2013
(continued)
3. Administration expenses
1 April 2013 2 September
to 30 September 2012 to 31
2013 March 2013
GBP000 GBP000
Administration fees 10 25
The Company receives administration services from Picton Capital
Limited, a fellow subsidiary of Picton Property Income Limited. The
fees payable are fixed at GBP20,000 per annum.
4. Tax
The Directors conduct the affairs of the Company such that the
management and control of the Company is not exercised in the
United Kingdom and that the Company does not carry on a trade in
the United Kingdom.
The Company is exempt from Guernsey income tax under the Income
Tax (Exempt Bodies) (Guernsey) Ordinance 1989 and is charged an
annual exemption fee of GBP600.
5. Investment in subsidiary
Place of Ownership
Incorporation proportion
IRET Securities Limited (in liquidation) Guernsey 100%
The results of the above entity are consolidated within the
Group financial statements.
On 12 September 2012 the Company acquired the entire share
capital of IRET Securities Limited ("IRET") from its Parent for a
consideration of GBP1. IRET is a Guernsey registered company, its
principal investment objective is to issue zero dividend preference
shares ("2012 ZDP shares") with a predetermined final capital
entitlement.
IRET was placed into liquidation on 31 October 2012 following
full repayment of its 2012 ZDP shares. It has been consolidated by
virtue of the Company's listing and it is expected that on
completion of the liquidation consolidated accounts will no longer
be prepared.
6. Amounts due from parent company
1 April 2013 2 September
to 30 September 2012 to 31
2013 March 2013
GBP000 GBP000
Balance at start of period 22,088 -
Loan due from parent at acquisition
of subsidiary - 37,042
Parent loan issued - 21,271
Additions under contribution agreements 922 1,215
Repayments (19) (37,440)
Balance at end of period 22,991 22,088
Funds raised through the ZDP share issue, after the deduction of
issue costs of GBP729,000, totalled GBP21,271,000. These funds have
been transferred to the Parent as a non-interest bearing loan
repayable on demand according to the Loan Agreement dated 12
September 2012.
On acquisition of IRET Securities Limited the Group recognised a
loan due from the Parent of GBP37,042,000. This was repaid in full
in the period from registration on 2 September 2012 to 31 March
2013.
Notes to the Condensed
Consolidated Financial Statements
For the period from 1 April 2013 to 30 September 2013
(continued)
6. Amounts due from parent company (continued)
On 12 September 2012 the Company entered into a Contribution
Agreement with the Parent. The agreement provides an undertaking by
the Parent to pay any costs and expenses incurred by the Company in
respect of its operation and the continuation of its business and
to enable the Company to meet its payment obligations in respect of
the ZDP shares. The Parent has agreed to support the Company's
obligations and has agreed to certain protections to ensure the
Parent does not make distributions or returns of capital without
retaining sufficient capital to meet its obligations to the
Company. During the period the Parent provided an undertaking of
costs totalling GBP922,000, of which GBP19,000 was settled by the
Parent during the period.
7. Zero dividend preference shares
1 April 2013 2 September
to 30 September 2012 to 31
2013 March 2013
GBP000 GBP000
Balance at start of period 22,720 -
Share issue - 22,000
Share acquisition - 35,343
Capital additions 812 1,013
Share repayment - (35,636)
Balance at end of period 23,532 22,720
The Company issued 22,000,000 zero dividend preference shares
('ZDP shares') at 100 pence per share. The ZDP shares have an
entitlement to receive a fixed cash amount on 15 October 2016,
being the maturity date, but do not receive any dividends or income
distributions. Additional capital accrues to the ZDP shares on a
daily basis at a rate equivalent to 7.25% per annum, resulting in a
final capital entitlement of 132.2 pence per share. The ZDP shares
were listed on the London Stock Exchange on 15 October 2012.
During the period the Company has accrued for GBP812,000 of
additional capital (31 March 2013: GBP720,000). The total amount
repayable at maturity is GBP29,114,000.
The ZDP shares do not carry the right to vote at general
meetings of the Company, although they carry the right to vote as a
class on certain proposals which would be likely to materially
affect their position. In the event of a winding-up of the Company,
the capital entitlement of the ZDP shares (except for any
undistributed revenue profits) will rank ahead of ordinary shares
but behind other creditors of the Company.
On 12 September 2012 the Company obtained control of IRET
Securities Limited, recognising zero dividend preference shares of
GBP35,343,000 at the date of acquisition ("2012 ZDP Shares"). The
2012 ZDP shares accrued capital additions on a daily basis at a
rate equivalent to 6.875% per annum, and were repaid in full on 31
October 2012, being the maturity date.
8. Share capital
The Company has one class of share which carries no right to
fixed income. The authorised share capital of the Company is one
ordinary share issued at GBP1. On 2 September 2012 the Company
issued one ordinary share at par value.
Notes to the Condensed
Consolidated Financial Statements
For the period from 1 April 2013 to 30 September 2013
(continued)
9. Controlling and related parties
The Company is wholly owned by Picton Property Income Limited
(the "Parent"), a Guernsey registered company. The Parent is
therefore the immediate and ultimate controlling party.
On 12 September 2012 the Company acquired the entire share
capital of IRET Securities Limited from the Parent for a
consideration of GBP1. A Contribution Agreement is also in place
between IRET Securities Limited and Picton Property Income Limited.
As at 30 September 2013 GBPnil was outstanding under the
Contribution Agreement.
The Company also entered into a non-interest bearing Loan
Agreement with the Parent dated 12 September 2012. As at 30
September 2013 the Parent owed GBP21.3 million to the Company under
the Loan Agreement.
Picton Capital Limited, a fellow subsidiary of the Parent, was
paid administration expenses in the period of GBP10,000 by the
Group. As at 30 September 2013 the Group owed GBP5,000 to Picton
Capital Limited.
The Directors received no remuneration for their services to the
Company during the period.
10. Events after the reporting date
There are no subsequent events requiring disclosure in these
financial statements.
Company Information
Directors Registered Office
Nicholas Thompson Trafalgar Court
Trevor Ash Les Banques
Vic Holmes St. Peter Port
Roger Lewis Guernsey
Robert Sinclair GY1 3QL
Registered Number: 55586
Administrator and Secretary Auditor
Northern Trust International Fund Administration KPMG Channel Islands
Services (Guernsey) Limited Limited
PO Box 255, Trafalgar Court 20 New Street
Les Banques St. Peter Port
St. Peter Port Guernsey
Guernsey GY1 4AN
GY1 3QL
Investment Manager to the Parent Registrar (ZDP shares)
Picton Capital Limited Computershare Investor
28 Austin Friars Services (Guernsey)
London Limited
EC2N 2QQ Natwest House
Le Truchet
St Peter Port
Guernsey
GY1 1WD
Legal Advisors Brokers to the Parent
As to English Law JP Morgan Securities
Norton Rose Fulbright LLP Limited
3 More London Riverside 25 Bank Street
London London
SE1 2AQ E14 5JP
As to Guernsey Law Oriel Securities Limited
Carey Olsen 150 Cheapside
PO Box 98 London
Carey House EC2V 6ET
Les Banques
St Peter Port
Guernsey GY1 4BZ
This information is provided by RNS
The company news service from the London Stock Exchange
END
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