TIDMPCTZ
RNS Number : 6446J
Picton ZDP Limited
16 June 2014
16 June 2014
Picton ZDP Limited
Annual Results
(the "Company")
Picton ZDP Limited (LSE: PCTZ), announces its results for the
year ended 31 March 2014.
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
The Company Secretary
Northern Trust International Fund Administration Services
(Guernsey) Limited
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3QL
David Sauvarin, 01481 745 529, team_picton@ntrs.com
DIRECTORS' REPORT
The Directors present their report and the audited consolidated
financial statements of Picton ZDP Limited (the "Company" and
together with its subsidiary the "Group") for the year ended 31
March 2014. Comparatives are provided for the period from
incorporation on 2 September 2012 to 31 March 2013. It is
recommended that these accounts are read in conjunction with the
consolidated accounts of Picton Property Income Limited, (the
"Parent") issued as at today's date.
Company's Business and Objective
Picton ZDP Limited is a Guernsey registered company, established
to issue zero dividend preference shares which mature in October
2016 ("ZDP shares"). The Company is a wholly owned subsidiary of
Picton Property Income Limited, which is an investment company
registered in Guernsey.
The Company's principal investment objective is to provide the
ZDP shares with a predetermined final capital entitlement. On
repayment of the ZDP shares the 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 repayment date is
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.
Share Capital
The Company has one ordinary share in issue as at 31 March 2014
which is held by the Parent.
In total 22,000,000 ZDP shares were admitted to the official
list of the London Stock Exchange on 15 October 2012.
Going Concern
The financial statements have been prepared on a going concern
basis.
Results
The results for the year are set out in the Statement of
Comprehensive Income on page 7.
Taxation
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.
Directors and Directors' Interests
The Directors of the Company holding office during the year were
as follows:
Nicholas Thompson
Robert Sinclair
Trevor Ash
Vic Holmes
Roger Lewis
All Directors were appointed on incorporation except Vic Holmes,
who was appointed on 1 January 2013. None of the Directors hold a
beneficial interest in the Company, however Mrs Elizabeth Thompson
holds 45,249 ZDP shares. Any Director's interest in the shares of
the Parent is disclosed in the consolidated accounts of the
Parent.
The Company has prepared these financial statements in
compliance with the Companies (Guernsey) Law, 2008.
DIRECTORS' REPORT (continued)
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Directors'
Report and the financial statements in accordance with applicable
law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law they have
elected to prepare the financial statements in accordance with
International Financial Reporting Standards as issued by the IASB
and applicable law.
The financial statements are required by law to give a true and
fair view of the state of affairs of the Company and of the profit
or loss of the Company for that period.
In preparing these financial statements, the Directors are
required to:
n select suitable accounting policies and then apply them
consistently;
n make judgements and estimates that are reasonable and
prudent;
n state whether applicable accounting standards have been
followed, subject to any material departures disclosed and
explained in the financial statements; and
n prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time the
financial position of the Company and to enable them to ensure that
the financial statements comply with the Companies (Guernsey) Law,
2008. They have general responsibility for taking such steps as are
reasonably open to them to safeguard the assets of the Company and
to prevent and detect fraud and other irregularities.
Disclosure of information to auditors
The Directors who held office at the date of approval of this
Directors' Report confirm that, so far as they are each aware,
there is no relevant audit information of which the Company's
auditors are unaware; and each Director has taken all the steps
that he ought to have taken as a Director to make himself aware of
any relevant audit information and to establish that the Company's
auditors are aware of that information.
Auditors
The Directors re-appointed KPMG Channel Islands Limited (the
"Auditor") as auditors of the Company.
Responsibility statement
We confirm to the best of our knowledge:
(a) the financial statements, prepared in accordance with
International Financial Reporting Standards, give a true and fair
view of the assets, liabilities, financial position and profit or
loss of the Company and the undertakings included in the
consolidation taken as a whole as required by Disclosure and
Transparency Rules ('DTR') 4.1.12 R; and
(b) the Directors' Report includes a fair review of development
and performance of the business and the position of the Company and
the undertakings included in the consolidation taken as a whole,
together with a description of the principal risks and
uncertainties that they face as required by DTR 4.1.12 R.
By order of the Board
Robert Sinclair
Director
13 June 2014
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PICTON ZDP
LIMITED
We have audited the Group financial statements of Picton ZDP
Limited (the "Company" and together with its subsidiary, the
"Group") for the year ended 31 March 2014 which comprise the
Consolidated Statement of Comprehensive Income, the Consolidated
Balance Sheet, the Consolidated Statement of Changes in Equity and
the related notes. The financial reporting framework that has been
applied in their preparation is applicable law and International
Financial Reporting Standards as issued by the IASB.
This report is made solely to the Company's members, as a body,
in accordance with section 262 of the Companies (Guernsey) Law,
2008. Our audit work has been undertaken so that we might state to
the Company's members those matters we are required to state to
them in an auditor's 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 and the Company's
members as a body, for our audit work, for this report, or for the
opinions we have formed.
Respective responsibilities of directors and auditor
As explained more fully in the Statement of Directors'
Responsibilities set out on page 3, the Directors are responsible
for the preparation of the financial statements and for being
satisfied that they give a true and fair view. Our responsibility
is to audit and express an opinion on the financial statements in
accordance with applicable law and International Standards on
Auditing (UK and Ireland). Those standards require us to comply
with the Auditing Practices Board's (APB's) Ethical Standards for
Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and
disclosures in the financial statements sufficient to give
reasonable assurance that the financial statements are free from
material misstatement, whether caused by fraud or error. This
includes an assessment of: whether the accounting policies are
appropriate to the Group's circumstances and have been consistently
applied and adequately disclosed; the reasonableness of significant
accounting estimates made by the Board of Directors; and the
overall presentation of the financial statements. In addition, we
read all the financial and non-financial information in the annual
report to identify material inconsistencies with the audited
financial statements and to identify any information that is
apparently materially incorrect based on, or materially
inconsistent with, the knowledge acquired by us in the course of
performing the audit. If we become aware of any apparent material
misstatements or inconsistencies we consider the implications for
our report.
Opinion on financial statements
In our opinion the financial statements:
-- give a true and fair view of the state of the Group's affairs
as at 31 March 2014 and of its loss for the year ended 31 March
2014;
-- are in accordance with International Financial Reporting
Standards as issued by the IASB; and
-- comply with the Companies (Guernsey) Law, 2008.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters
where the Companies (Guernsey) Law, 2008 requires us to report to
you if, in our opinion:
-- the Company has not kept proper accounting records; or
-- the financial statements are not in agreement with the accounting records; or
-- we have not received all the information and explanations,
which to the best of our knowledge and belief are necessary for the
purpose of our audit.
Neale D Jehan
for and on behalf of KPMG Channel Islands Limited
Chartered Accountants and Recognised Auditors
13 June 2014
20 New Street
St Peter Port
Guernsey
GY1 4AN
Consolidated Statement of Comprehensive Income
For the year ended 31 March 2014
Year ended 2 September
31 March 2012 to
2014 31 March
2013
Note GBP000 GBP000
Expenses
Administration expenses 4 (20) (25)
Other operating expenses (19) (30)
Result from operating activities (39) (55)
Financing
Finance costs 7,9 (1,829) (1,160)
Total finance costs (1,829) (1,160)
Tax 5 - -
Total comprehensive loss for the
year/period (1,868) (1,215)
Notes 1 to 13 form part of these financial statements.
Consolidated Statement of Changes in Equity
For the year ended 31 March 2014
Note Share Capital Accumulated Total
Capital Contribution Loss
GBP000 GBP000 GBP000 GBP000
Balance as at - - - -
2 September 2012
Issue of ordinary 10 - - - -
share
Total comprehensive
loss for the period - - (1,215) (1,215)
Contribution by
parent company 8 - 1,215 - 1,215
Balance as at
31 March 2013 - 1,215 (1,215) -
Total comprehensive
loss for the year - - (1,868) (1,868)
Contribution by
parent company 8 - 1,868 - 1,868
Balance as at
31 March 2014 - 3,083 (3,083) -
Notes 1 to 13 form part of these financial statements.
Consolidated Balance Sheet
As at 31 March 2014
2014 2013
Note GBP000 GBP000
Non-current assets
Amount due from parent company 8 23,919 22,088
Other assets 7 281 463
Total non-current assets 24,200 22,551
Current assets
Other assets 7 182 182
Total current assets 182 182
Total assets 24,382 22,733
Non-current liabilities
Zero dividend preference shares 9 (24,368) (22,720)
Total non-current liabilities (24,368) (22,720)
Current liabilities
Accounts payable and accruals (14) (13)
Total current liabilities (14) (13)
Total liabilities (24,382) (22,733)
Net assets - -
Equity
Share capital 10 - -
Capital contribution 3,083 1,215
Accumulated loss (3,083) (1,215)
Total equity - -
These financial statements were approved by the Board of
Directors on 13 June 2014 and signed on its behalf by:
Robert Sinclair
Director
Notes 1 to 13 form part of these financial statements.
Notes to the Consolidated Financial Statements
For the year ended 31 March 2014
1. General information
Picton ZDP Limited (the "Company" and together with its
subsidiary 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 year ended 31
March 2014 with comparatives provided for the period from
incorporation on 2 September 2012 to 31 March 2013.
2. Significant accounting policies
Basis of accounting
The financial statements have been prepared under the historical
cost convention, they give a true and fair view, have been prepared
in accordance with International Financial Reporting Standards
("IFRS") as issued by the IASB and are in compliance with the
Companies (Guernsey) Law, 2008.
The financial statements are presented in pounds sterling which
is the Company's functional currency. All financial information
presented in pounds sterling has been rounded to the nearest
thousand, except when otherwise indicated.
The accounting policies applied by the Company are 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.
Going concern
The financial statements have been prepared on a going concern
basis. 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.
Basis of consolidation
The consolidated financial statements incorporate the financial
statements of the Company and IRET Securities Limited ("IRET"), an
entity controlled by the Company. Control is achieved where the
Company has the power to govern the financial and operating
policies of an investee entity so as to obtain benefits from its
activities. All intra-group transactions, balances, income and
expenses are eliminated on consolidation.
The results of IRET have been consolidated until 29 November
2013, being the date IRET was dissolved.
Notes to the Consolidated Financial Statements
For the year ended 31 March 2014 (continued)
2. Significant accounting policies (continued)
Statement of Cash Flows
No Statement of Cash Flows is presented as all funding
activities are provided by the Parent. The Company does not operate
any bank accounts.
Capital contribution
Capital contributions from the Parent are recognised in the
financial statements to meet current and future obligations of the
Company in accordance with the Contribution Agreement entered into
between the Parent and the Company on 12 September 2012.
Loans and borrowings
All loans and borrowings are initially recognised at cost, being
the fair value of the consideration received associated with the
borrowing. After initial recognition, loans and borrowings are
subsequently measured at amortised cost using the effective
interest rate method. Amortised cost is calculated by taking into
account any issue costs, and any discount or premium on settlement.
Gains and losses are recognised in the Statement of Comprehensive
Income when the liabilities are derecognised, as well as through
the amortisation process.
Significant estimates and judgements
The preparation of financial statements in conformity with IFRS
requires management to make judgements, estimates and assumptions
that affect the application of policies and the reported amounts of
assets, liabilities, income and expenses. The estimates and
associated assumptions are based on historical experience and
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making
judgements about the carrying values of assets and liabilities that
are not readily apparent from other sources. No critical judgements
or estimates have been made by the Directors in the period.
3. Operating segments
The Board sets the Company's strategy in accordance with the
principal objective and therefore retains full responsibility for
investment policy and strategy. The Board will always act under the
terms of the Prospectus. The Board has considered the requirements
of IFRS 8 'Operating Segments'. The Board is of the opinion that
the Company operates in one reportable industry segment therefore
no segmental reporting is required.
4. Administration expenses
Year ended 2 September
31 March 2012 to 31
2014 March 2013
GBP000 GBP000
Administration fees 20 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.
Additional fees of GBP15,000 are included within the period
ended 31 March 2013 for services provided by Picton Capital Limited
in connection with the ZDP share issue.
5. 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.
Notes to the Consolidated Financial Statements
For the year ended 31 March 2014 (continued)
6. Investment in subsidiary
The Company's principal subsidiary was IRET Securities Limited
which was dissolved on 29 November 2013. The results of IRET are
consolidated within the Group's financial statements.
7. Other assets
2014 2013
GBP000 GBP000
Current
Capitalised issue costs 182 182
Non-current
Capitalised issue costs 281 463
463 645
Issue costs totalling GBP729,000 have been capitalised and are
being amortised over the term of the ZDP share issue. For the year
ended 31 March 2014, GBP182,000 of these costs were written off to
the Consolidated Statement of Comprehensive Income (31 March 2013:
GBP84,000).
8. Amounts due from parent company
Year ended 2 September
31 March 2012 to 31
2014 March 2013
GBP000 GBP000
Carrying value at start of year/period 22,088 -
Loan due from parent at acquisition - 37,042
Parent loan issued - 21,271
Additions under contribution agreements 1,868 1,215
Repayments (37) (37,440)
Carrying value at end of year/period 23,919 22,088
Funds raised through the ZDP share issue, after the deduction of
issue costs of GBP729,000 (see note 7), 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 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. The Parent provided an undertaking of costs totalling
GBP1,868,000 (2013: GBP822,000), of which GBP37,000 (2013:
GBP5,000) was settled by the Parent during the year.
A Contribution Agreement was also in place between IRET
Securities Limited and Picton Property Income Limited. The
agreement provided an undertaking to pay any costs and expenses
incurred by IRET. During the period the Parent provided an
undertaking of costs totalling GBPnil (2013: GBP393,000) which were
settled in full by the Parent.
Notes to the Consolidated Financial Statements
For the year ended 31 March 2014 (continued)
9. Zero dividend preference shares
2014 2013
GBP000 GBP000
Carrying value at start of year/period 22,720 -
Share issue - 22,000
Share acquisition - 35,343
Capital additions 1,648 1,013
Share repayment - (35,636)
Carrying value at end of year/period 24,368 22,720
On 15 October 2012 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 are listed on the London Stock Exchange.
At the reporting date the Company has accrued for GBP1,648,000
(2013: GBP812,000) of additional capital. 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.
10. 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.
11. Risk management
The Company's principal investment objective is to provide the
ZDP shares with a predetermined final capital entitlement. The
Directors regularly monitor and review all the risks noted
below.
General risk
An investment in ZDP shares is suitable only for investors
capable of evaluating the risks and merits of such investment and
who have sufficient resources to bear any loss (including total
loss) which may result from the investment. Although the Parent has
entered into an undertaking to meet the Company's liabilities,
essentially all risks are borne by the holders of ZDP shares. The
market offer price of the ZDP shares at 31 March 2014 was 117.75
pence per share (31 March 2013: 107.5 pence).
Credit risk
The obligations of the Parent to repay the ZDP shares and
discharge its obligations pursuant to the undertakings will be
subordinated to the claims of the Parent's other creditors on a
winding up. If at the repayment date the Parent has insufficient
assets, then its obligations to repay the ZDP shares may be
satisfied only in part or not at all.
Accordingly the Company may have insufficient assets to satisfy
the current or final capital entitlement of the ZDP shares.
Notes to the Consolidated Financial Statements
For the year ended 31 March 2014 (continued)
11. Risk management (continued)
Liquidity risk
The Company's exposure to liquidity risk depends upon the
Parent's ability to promptly meet all current and future
obligations of the Company. The Parent's liquidity risk is the
risks that it will encounter in realising assets or otherwise
raising funds to meet its financial commitments. The Parent invests
in commercial property in which there is a market where investments
are not always readily realisable.
Interest rate risk
Returns from ZDP shares are fixed at the time of purchase, as
are the final redemption proceeds. Consequently, if a share is held
until redemption date, the total return achieved is unaltered from
its purchase date.
Capital risk management
The capital structure of the Company consists of zero dividend
preference shares, as disclosed in note 9, cash and cash
equivalents and equity attributable to the Parent comprising issued
capital and retained earnings. The Company is not subject to any
external capital requirements. The Company has entered into a
Contribution Agreement with its Parent to meet any liabilities
arising from the Company's operations.
12. 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 Parent entered into a Contribution
Agreement with the Company to provide an undertaking to pay any
costs and expenses incurred in respect of the operation and
continuation of the Company's business. As at 31 March 2014 the
Parent owed GBP2,653,000 to the Company under the Contribution
Agreement (31 March 2013: GBP817,000).
The Company also entered into a non-interest bearing Loan
Agreement with the Parent dated 12 September 2012. As at 31 March
2014 the Parent owed GBP21.3 million to the Company under the Loan
Agreement (31 March 2013: GBP21.3 million).
Picton Capital Limited, a fellow subsidiary of the Parent, was
paid administration expenses in the period of GBP20,000 by the
Company (31 March 2013: GBP25,000). As at 31 March 2014 the Company
owed GBP5,000 to Picton Capital Limited (31 March 2013:
GBP5,000).
The Directors received no remuneration for their services to the
Company during the year.
13. Events after the balance sheet date
There are no subsequent events that require disclosure in these
financial statements.
Company Information
Directors Registered Office
Nicholas Thompson (Chairman) PO Box 255
Trevor Ash Trafalgar Court
Vic Holmes Les Banques
Roger Lewis St Peter Port
Robert Sinclair Guernsey
GY1 3QL
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 Truchot
St Peter Port
Guernsey
GY1 1WD
Legal Advisors Broker 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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