Helical Annual Report 2002

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FY2002 Annual Report · Helical

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Helical Bar
Public Limited Company

Report and Accounts 2002

Registered ofﬁce
11-15 Farm Street
London W1J 5RS

Corporate Statement

Helical Bar plc is a property development and investment
company. Our objective is to maximise growth in assets per
share using a recurring stream of development and trading
proﬁts to build up the investment portfolio.

The Meadows, Camberley

Designed and produced by Loewy Group +44 (0)20 7798 2000

Financial Highlights

Pre-tax proﬁt

£m

Ordinary dividend

Diluted net asset value

Increase in shareholders’

per share

Pence

per share

Pence

funds pre-dividend

£m

8
5
2

6
2
2

0
2
2

0
0
2

5
8
1

5
7
3
1

0
5
2
1

5
1
1
1

0
0
0
1

0
0
9

4
5
7

6
6
7

2
8
5

5
6
4

9
5
4

9
8
5

4
6
4

4
7
3

4
6
3

Special dividends of 100.0p were declared in respect of the periods ended 31 March 1999 and 31 March 2002.

Diluted net asset value per share and shareholders’ funds pre-dividend have been adjusted for the impact of the adoption of FRS19 on

Deferred Tax.

Contents

IFC

Corporate Statement

Financial Highlights

Chairman’s Statement

Development Programme

Investment Portfolio

Financial Review

Ofﬁcers and Senior Management

Directors’ Report

Independent Auditors’ Report

Consolidated Proﬁt and Loss Account

Balance Sheets

Statement of Total Recognised Gains and Losses

Consolidated Cash Flow Statement

Notes to Financial Statements

Ten Year Review

Corporate Governance Report

Report on Remuneration

Financial Calendar and Advisors

HELICAL BAR PLC REPORT AND ACCOUNTS 2002 1

Financial Highlights continued

Investment Property Databank
Helical has maintained its excellent record in comparison to
funds within the Investment Property Databank (“IPD”) with an
ungeared total return of 15.6% in the year to 31 March 2002.
This compares to the IPD benchmark performance of 7.0%.
Helical has compared its ungeared property performance against
that of portfolios within the Investment Property Databank for
the last twelve years. During this period Helical has consistently
outperformed its peers as shown by the tables below. The returns
on shareholder capital earned by Helical are higher than those
measured by IPD due to the use of gearing.

IPD (monthly and quarterly valued funds) ungeared returns

Total returns %

In year to 31st

Helical

IPD benchmark

Percentile rank

Total returns %

Annualised over

Helical

IPD benchmark

Percentile rank

‘O’ means the top ranked fund

3.02

15.6

7.0

3.01

23.2

9.9

3yrs

20.8

10.6

3.00

23.6

15.1

3.99

20.1

10.9

3.98

28.3

16.6

5yrs

22.1

11.8

10yrs

12yrs

19.0

10.3

18.2

7.4

2 HELICAL BAR PLC REPORT AND ACCOUNTS 2002

Helical Bar plc – ﬁve year summary

Rental income

Development proﬁts

FRS3 proﬁts

31.3.02
£000

31,384

31.03.01
£000

28,642

31.03.00
£000

26,656

31.03.99
£000

21,482

31.03.98
£000

22,009

17,072

29,507

19,345

21,601

16,686

20,305

25,115

17,465

19,629

17,656

Proﬁt on sale of investment properties

2,463

709

4,555

415

838

Pre-tax proﬁts

Investment portfolio

Shareholders’ funds*

22,573

25,824

22,020

20,044

18,494

439,911

453,607

419,570

332,457

250,718

237,252

233,152

176,636

137,011

134,223

Dividend per ordinary share

13.75p

12.50p

11.15p

10.00p

9.00p

Special dividend per ordinary share

100.00p

–

100.00p

–

Diluted earnings per share*

57.8p

67.7p

68.9p

51.5p

40.3p

Diluted net asset value per share*

766p

754p

582p

459p

465p

Net asset value per share diluted for FR13 adjustment and

unprovided deferred tax*

661p

654p

516p

392p

*Adjusted for the impact of the adoption of FRS19 on Deferred Tax.

Total shareholder return

Total shareholder return measures the return to shareholders from share price movements and dividend income.

Helical Bar plc

UK Equity Market

Listed Real Estate

Sector Index

Direct property

3 Years
from 1999
Total returns pa
%

5 Years
from 1997
Total returns pa
%

10 Years
from 1992
Total returns pa
%

15 Years
from 1987
Total returns pa
%

20 Years
from 1982
Total returns pa
%

25.3

(1.7)

7.1

9.2

24.3

6.7

6.1

10.4

32.6

11.9

13.4

9.9

17.7

11.0

7.6

8.4

37.1

15.4

11.3

10.1

Source: HSBC Research Note 5 April 2002

HELICAL BAR PLC REPORT AND ACCOUNTS 2002 3
HELICAL BAR PLC REPORT AND ACCOUNTS 2002 3

Chairman’s Statement

The year to 31 March 2002 was another year of outperformance for
Helical culminating in the Company winning the Company of the Year
Award at the annual PLC Awards and the declaration of a 100 pence
per share special dividend, the second in four years.

The Company of the Year Award is sponsored by

The year to 31 March 2002 was yet another good

Pricewaterhouse Coopers and held in association

one for Helical, although proﬁts and revaluation

with the London Stock Exchange and the Financial

surpluses did not match the quite exceptional levels

Times. It is presented each year to a business

achieved last year. The good level of proﬁts enables

that has demonstrated its success over the short,

the Board to recommend to shareholders a ﬁnal

medium and long term and has a professional

dividend of 8.25p per share (2001: 7.50p) an

management team, a clear and consistent strategy

increase of 10%. This proposed dividend, together

and sound ﬁnances.

Helical Bar plc is widely acknowledged by the

investment community as a core holding amongst

small to mid cap property stocks. The Company has

consistently outperformed its peers, sector benchmarks

and indices and is ranked 1st against all other

funds in the IPD Universe (the main industry

sector benchmark) over the past three, ﬁve,

ten and twelve years.

with the interim dividend of 5.50p (2001: 5.00p)

paid in December 2001, makes a total of 13.75p

per share (2001: 12.50p). This is an increase of

10% on last year not taking into account the special

dividend of 100p per share paid in April 2002.

The total of 13.75p per share (excluding the

special dividend) is covered over four times by

proﬁts after tax.

1. 40 Berkeley Square, London W1

2. 3 Bunhill Row, London EC1

4 HELICAL BAR PLC REPORT AND ACCOUNTS 2002

Net asset value

events last Autumn, have had an impact on the

Before accruing for the 100p special dividend

UK property market. Recent reductions in rental

the net asset value per share of the Company rose

levels in Central London and a shortage of potential

by 14% (2001: restated 31%) to 888p, on an

tenants in the Thames Valley are testimony to

undiluted basis, and by 13% (2001: restated 30%)

that impact.

to 854p on a diluted basis. After accruing for the

special dividend, paid in April 2002, the net asset

value per share of the Company rose by 2% on both

an undiluted and diluted basis to 793p (2001:

restated 779p) and 766p (2001: restated 754p)

respectively. These ﬁgures take no credit for any

surplus of value in the trading and development

stock. However, the net asset value per share ﬁgures

do reﬂect the impact of the adoption of FRS19 on

Deferred Tax. The effect of adopting FRS19 has

been to recognise in the Group’s balance sheet the

deferred tax liability relating to capital allowances,

the deferred tax asset relating to tax losses and the

consequent recognition of negative goodwill arising

from the acquisition of a subsidiary company.

During the year the Company’s share price rose from

742.5p to a closing 790p (which reﬂects the ex-

dividend adjustment after the 100p special dividend

was declared). This share price performance, taken

together with the dividends paid in the year by the

Company, gave a total shareholder return of 8% in

the year to 31 March 2002. This increases to 22%

if the special dividend declared in March 2002 and

paid in April 2002 is taken into account.

The future

In June 2000 we noted that we operated in an

increasingly volatile world where a stop in the strong

growth in the United States economy could impact

unfavourably in the UK and particularly in London

and the South East. In anticipation of this the

Company de-risked its development programme

and, where appropriate, sold investment properties

All the Company’s schemes under construction are

forward funded by institutions. A number of new

sites in Central London and the South East under

the Company’s control, are proceeding through

the planning process before development. In this

period of slower tenant demand it is unlikely that

the Company will generate the substantial level of

proﬁts seen in recent years until these future

developments come on stream.

On the investment side we are seeing a growing

surplus of rental income over ﬁnance costs as void

space is let up and reversions fall in at rent review.

At the same time the reduction in gearing has

reduced the ﬁnance costs of holding investment

properties. Since the year end we have been in

discussions with potential purchasers of over

£100m of Central London properties. Should

these sales proceed our gearing level and our

exposure to Central London will reduce accordingly.

By de-gearing and, effectively, stepping aside during

this cyclical period of uncertainty, the Company is in

a strong position to take advantage of opportunities

as they arise.

Whilst the short term outlook is clouded by weaker

tenant demand the Company faces the medium term

future with optimism that it will be able to maintain

its record of outperformance.

reducing gearing in the process. The comments

John Southwell

proved all too prescient and the downturn in the

Chairman

US and UK economies, which were exacerbated by

10 June 2002

HELICAL BAR PLC REPORT AND ACCOUNTS 2002 5

Development Programme

It is our objective to provide a continuing ﬂow of development proﬁts
from pre-let and speculative ofﬁce, retail and industrial schemes
in partnership with funding institutions. Whilst a small number
of schemes are ﬁnanced with bank funding and, therefore, remain
on our balance sheet, the majority of our schemes are forward sold
to institutional investors. This policy has a signiﬁcant effect on
our return on capital employed and has enabled us to create and
sustain one of the largest development programmes in the country.

6 HELICAL BAR PLC REPORT AND ACCOUNTS 2002

Development programme – end values

Completed Programme:

Let and sold 1993-2002

Current Programme:

31 March 2003

31 March 2004

31 March 2005+

Ofﬁces

Ofﬁce
£m

Retail
£m

Industrial
£m

631

125

140

335

232

–

Total
£m

900

137

191

398

The ofﬁce development programme at Helical

continues to provide high quality ofﬁce

Road London W6 and The Meadows Camberley

were all completed during the year. New ofﬁce

accommodation to meet the needs of the professional

developments were started at 3 Bunhill Row London

and service sectors in London and the South East.

EC1, The Heights Brooklands Weybridge and The

Ofﬁces at One Plough Place London EC4, The

Saunders Building London W6, 200 Hammersmith

Waterfront Fleet. Since the year end we have started

work on our prime development, at 40 Berkeley

Square London W1.

1-2. The Meadows, Camberley

3-4. The Saunders Building,

Hammersmith, London W6

HELICAL BAR PLC REPORT AND ACCOUNTS 2002 7

Development Programme continued

Completed programme

Since Helical recommenced its development activity

in 1993 it has completed and let new ofﬁce buildings

with a value at completion, of over £630m. The most

recent additions to this list have all contributed to the

proﬁts for this year and are at:

One Plough Place, London EC4

One Plough Place is an ofﬁce building of 53,000

sq.ft. with 5,000 sq.ft. of restaurant space located

at the junction of Plough Place and Fetter Lane in the

It is our objective to provide a continuing
ﬂow of development proﬁts from pre-let
and speculative ofﬁce, retail and
industrial schemes in partnership
with funding institutions.

heart of Midtown, Central London. Forward funded

The Saunders Building, Hammersmith Road, London W6

by Henderson Investors on behalf of one of their

The Saunders Building is an ofﬁce development of

clients, this building was completed in May 2001.

15,000 sq.ft. newly constructed behind an existing

The restaurant space was quickly let to Chez Gerard

façade in the heart of Hammersmith in West London.

for one of its Livebait seafood restaurants. Shortly

Funded using internal resources this development was

afterwards the whole of the ofﬁce space was let

completed in October 2001. The Saunders Building

to The New Opportunities Fund, a Government

was subsequently let to a joint venture between Sony

Organisation distributing lottery funding.

and Ericsson and then sold to Royal & Sun Alliance.

1 | 2 | 3

1-3. One Plough Place, London EC4

8 HELICAL BAR PLC REPORT AND ACCOUNTS 2002

200 Hammersmith Road, London W6

Next to The Saunders Building is a 65,000 sq.ft.

new headquarters ofﬁce development at 200

Hammersmith Road. This development was forward

sold in advance of construction to a Merrill Lynch

Investment Managers/HQ Global Ofﬁces Limited

partnership for operation as a serviced ofﬁce centre.

The building was completed in November 2001.

Current programme

Helical currently has ﬁve ofﬁce developments either in

the course of construction or completed awaiting letting.

The Meadows, Camberley

The majority of our schemes
are forward sold to
institutional investors.

3 Bunhill Row, London EC1

3 Bunhill Row is a 95,000 sq.ft. ofﬁce development

due for completion in December 2002. In June 2001

the building was pre-let to solicitors Linklaters.

Shortly after the pre-letting Helical forward sold the

development for £63.5m, reﬂecting a yield of 6.65%,

This 140,000 sq.ft. ofﬁce development was completed

to a limited partnership formed by Matrix Securities

in March 2002 and is currently available to let. Funded

on behalf of its investors. Under the terms of the sale

by Scottish Widows the development is a joint venture

to Matrix Securities the total sale proceeds were paid

with Morgan Grenfell Property Unit Trust. Comprising

to Helical in advance of construction with certain

four distinct buildings the development is close to

outstanding contingent liabilities. Consequently, the

Blackwater Station, Camberley with views overlooking

Company’s cash balances at the year end include a

the River Blackwater and adjacent meadows towards

sum of £28.3m payable to the construction

The Meadows Retail Park.

team over the remaining period of construction.

1-3. 200 Hammersmith Road, London W6

HELICAL BAR PLC REPORT AND ACCOUNTS 2002 9

Development Programme continued

The Heights, Weybridge, Surrey

The Heights, Weybridge, Surrey is a 340,000 sq.ft.

ofﬁce campus development currently under construction

next to the UK headquarter buildings of Proctor &

Gamble and Sony. Spread over a 22 acre site acquired

from Proctor & Gamble the development was forward

The forward sale of our developments
has a signiﬁcant effect on our return
on capital employed.

funded by Prudential Portfolio Managers. The

40 Berkeley Square, London W1

development will comprise ﬁve separate buildings

40 Berkeley Square is a prime ofﬁce development.

and is expected to be completed in March 2003.

This former London headquarters of advertising agency

The Waterfront Business Park, Fleet

The Waterfront Business Park, Fleet comprises

40,000 sq.ft. of 1990s built ofﬁces and 50,000

sq.ft. of 1960s built industrial buildings all held by

Helical as an investment. Adjacent to the Business

J. Walter Thompson is to be demolished and replaced

by a high speciﬁcation modern ofﬁce building

overlooking the Square. Comprising eight ﬂoors of

ofﬁces, the site is to be redeveloped in a joint venture

with current owners, Morley Fund Management.

Park is a 4.5 acre site which is currently being

Future programme

developed. This development will comprise three

Looking to the future we are in discussions on a

buildings totalling 56,000 sq.ft. of ofﬁce space.

number of new development opportunities in Central

Forward funded by Aberdeen Property Investors,

London and the South East in conjunction with some

the development is due to be completed in

of the leading institutions with whom we have created

October 2002.

strong relationships in the past.

1-2. The Heights, Weybridge, Surrey

10 HELICAL BAR PLC REPORT AND ACCOUNTS 2002

Retail Developments

During the year Helical Retail concluded negotiations

to redevelop Accrington town centre and has now

started work on the development. This 60,000 sq.ft.

redevelopment of the market square has been pre-sold

to Bilsdale, a local investment fund, with 40,000

sq.ft. of the space pre-let to Wilkinsons and JJB

Sports. It is expected that the development will

be completed in early Spring 2003.

We have created one of the
largest development programmes
in the country.

Industrial

In Wigan, long running negotiations with land owners

During the year the Company completed a 104,300

have now been concluded to enable a site to be sold

sq.ft. warehouse at Hayes, near Heathrow, London.

with planning permission to B&Q for the construction

Pre-let to Allport Limited, the building was forward

of a 135,000 sq.ft. superstore. Completion of this

funded by Hill Samuel Property Unit Trust.

retail warehouse is expected to be in Spring 2003.

In addition to these two retail developments which

are under construction, negotiations continue in

Gerald Kaye

respect of developments in Blackburn, Hanley,

Development Director

Ipswich and Wigston.

10 June 2002

1 | 2 | 3

1-2. Arcadia, Hayes, London

3. Accrington

HELICAL BAR PLC REPORT AND ACCOUNTS 2002 11

Investment Portfolio

Our investment philosophy is based on four guiding principles.
Helical actively manages its investment portfolio, rotating between
sectors to maximise its exposure to growth stock. Gearing is used on
a tactical basis, being raised to accentuate property performance when
property returns are judged to materially outperform the cost of debt.
The average number of properties held is kept small to facilitate fast
repositioning of the portfolio and encourage management focus on
key assets. Finally, there is a preference for multi-let stock where
value can be added through refurbishment and lease restructuring.

During the course of the ﬁnancial year we continued

2000 for just over £7m, it was refurbished, let to

to rationalise our portfolio, raising just under £70m

seven tenants and sold for £14.55m to show a proﬁt

from the sale of 17 of our smallest properties in two

of over 50% on cost.

portfolios together with a retail park at Nottingham

and a City ofﬁce at 48 Gracechurch Street. All sales

were concluded above valuation, producing a net

surplus of circa £2.5m or 4%. 48 Gracechurch Street

was a notable success. Having been acquired in early

Over £42m was invested through a combination

of capital expenditure on the existing portfolio and,

more signiﬁcantly, on nine purchases mainly in the

industrial and out-of-town retail sectors.

Sector weightings

Total Central London Ofﬁces:
a West End Ofﬁces
b City Ofﬁces
c Other Central London Ofﬁces

71%
36%
15%
20%

Other Sectors:
d South East Ofﬁces
e Industrial
f Out of Town Retail

29%
5%
18%
6%

12 HELICAL BAR PLC REPORT AND ACCOUNTS 2002

Last year we commented that the process of letting

under £10m. The net result of these transactions,

up voids and securing reversions at rent review should

if all concluded, will be to raise our reversionary yield

generate capital uplifts even in a ﬂat market. This

towards 10% and move our London weighting nearer

proved to be the case during the year as our portfolio

to 60% and our industrial weighting up to 25%.

produced a 4.4% valuation increase at a time when

The intention is to recycle the money raised from the

market indices showed no underlying capital growth

London ofﬁce disposals into the industrial and retail

in the property market. Until we see stronger economic

warehouse sectors, taking our London weighting down

activity and a recovery in rental values, the principal

to circa 50%.

drivers of future performance will continue to be asset

management initiatives together with stock selection

on new purchases.

At a time of little rental growth we are targeting

acquisitions that are not dependent on market

momentum to deliver attractive returns. These

The current valuation yields on the portfolio of 7.2%

tend to be “turnaround”’ situations where physical

initial with a reversionary yield of 9.2% allow for

and planning improvements, lettings and lease

notional purchasers’ costs of 5.75%. In practice,

restructurings create value. In the meantime, we

Helical earns a yield of 7.6%, anticipated to rise to

continue to focus on releasing the reversionary

9.7%, which compares favourably against the current

potential of our existing portfolio, a process which

cost of ﬁnance.

should continue to deliver further capital uplifts.

Since the year end we have entered into a contract to

sell 60 Sloane Avenue to Deka for £65.6m. We also

have agreed terms to sell two other Central London

ofﬁces for over £60m. On the acquisition front we

Michael Brown

have bought two further industrial estates within the

Investment Director

South East, with asset management potential, for just

10 June 2002

Investment Portfolio – valuation statistics

Capital Value Increases
Year Ended
31.3.02

West End ofﬁces

City ofﬁces

Other Central London ofﬁces

South East ofﬁces

Industrial

Out of town retail

Total portfolio

4.4%

Valuation Yields

Reversionary

Equivalent

8.5%

9.0%

9.8%

9.2%

10.6%

8.1%

7.8%

8.5%

9.2%

8.7%

10.1%

7.9%

True
equivalent

8.2%

9.0%

9.7%

9.2%

10.7%

8.3%

9.2%

8.6%

9.1%

Initial

6.8%

7.2%

6.1%

8.5%

9.0%

6.8%

7.2%

Helical actively manages its investment portfolio, rotating
between sectors to maximise its exposure to growth stock.

HELICAL BAR PLC REPORT AND ACCOUNTS 2002 13

Investment Portfolio continued

Properties with value in excess of £8m (92% of investment assets by value)

All freehold except Rex House

Address

Comments

Growth Since
Acquisition % p.a.
Capital
Rental
Value
Value

Current
Average
Passing
Rent p.s.f

Year
Acquired

City Ofﬁces
Cheapside House, Cheapside,

70,000 sq.ft. of multi-let ofﬁces refurbished and let in 1998

1997

14.3% 10.9% £33.00

London EC2

plus prime retail.

5-10 Bury Street, London EC3

28,000 sq.ft. of multi-let ofﬁces subject to rolling refurbishment.

1997

13.2% 13.0% £29.00

66 Prescot Street, London E1

110,000 sq.ft. top speciﬁcation ofﬁce built in 1992. 50% share.

2001

9.2% £22.00

West End Ofﬁces

60 Sloane Avenue, Brompton Cross,

75,000 sq.ft. ﬂagship ofﬁce building built in 1994, let to Leo

1999

15.3%

7.3% £35.00

London SW3

Burnett plus 32,000 sq.ft. of retail and restaurant accommodation.

Capital House, Marylebone Road,

90,000 sq.ft. 1991 built multi-let ofﬁces plus 47,000 sq.ft.

1998

10.2% 14.1% £32.00

Paddington, London NW1

let to Marks & Spencer at £0.60 p.s.f. until December 2002.

Rex House, Lower Regent Street,

63,000 sq.ft. of of newly refurbished ofﬁces plus 28,000 sq.ft.

2000

17.3% 27.3% £57.00

London SW1

retail and gym. Leasehold expiring 2035.

141–143 Drury Lane, Covent Garden,

40,000 sq.ft. multi-let ofﬁce building scheduled for refurbishment

1998

14.3% 13.3% £23.50

London WC2

or residential conversion after 2002.

71 Kingsway, London WC2

30,000 sq.ft. ofﬁce building subject to rolling refurbishment.

1998

12.6% 13.9% £34.00

1-2. Shepherds Building, London W14

5. 1 & 2 Spruceﬁeld Retail Park, Lisburn

3-4. 61 Southwark Street, London SE1

6. Mill Street, Slough

14 HELICAL BAR PLC REPORT AND ACCOUNTS 2002

Properties with value in excess of £8m continued

All freehold except Rex House

Address

Comments

Other Central London Ofﬁces
61 Southwark Street, London SE1

65,000 sq.ft. of multi-let ofﬁces subject to rolling
refurbishment programme.

4 & 5 Paris Gardens, Southwark,

London SE1

45,000 sq.ft. ofﬁces acquired vacant and simultaneously
pre-let to Guardian IT. Refurbished in 2000.

The Interchange, Camden Lock, NW1

65,000 sq.ft. of loft ofﬁces let to Associated Press
Television News. 90% share.

Growth Since
Acquisition % p.a.
Capital
Rental
Value
Value

Current
Average
Passing
Rent p.s.f

Year
Acquired

1998

25.7% 24.5% £17.00

2000

11.0% 17.3% £24.50

1999

14.7% 13.9% £32.00

The Rotunda Complex, Oval Road,

50,000 sq.ft. of multi-let loft ofﬁce village.

1998

20.3% 18.0% £19.00

Camden NW1

Shepherds Building, London W14

155,000 sq.ft. of loft ofﬁces refurbished in 2001.

2000

11.8% 10.7% £25.00

South East Ofﬁces
Waterfront Business Park, Fleet

40,000 sq.ft. of 1990s ofﬁces plus 50,000 sq.ft. of
1960s industrial capable of ofﬁce redevelopment.

2000

4.5%

7.6% £21.00

Out of Town Retail
Weston Retail Park, Weston Super Mare 140,000 sq.ft. anchored by Great Mills, Comet

and Carpetright. 75% share.

1 & 2 Spruceﬁeld Retail Park, Lisburn

50,000 sq.ft. Currys and PC World. 50% share.

Sainsbury, Wednesﬁeld

70,000 sq.ft. superstore. 75% share.

Industrial
Aycliffe & Peterlee

Mill Street, Slough

2m sq.ft. of industrial assets.

185,000 sq.ft. with refurbishment potential.

Gearing is used on a tactical basis, being raised to accentuate
property performance when property returns are judged to
materially outperform the cost of debt.

1999

16.6% 13.3% £6.50

2001

1987

2002

0% £15.00

0% £11.00

4.8% 10.7% £2.50

–

£6.50

HELICAL BAR PLC REPORT AND ACCOUNTS 2002 15

Investment Portfolio continued

1. The Rotunda Complex, Oval Road, Camden NW1

2. The Interchange, Camden Lock, London NW1

3. Cheapside House, Cheapside, London EC2

4. The Dining Wall Café, Cheapside House

5. Capital House, Marylebone Road, Paddington, London NW1

6. 71 Kingsway, London WC2

7. 60 Sloane Avenue, Brompton Cross, London SW3

8. 141-143 Drury Lane, Covent Garden, London WC2

16 HELICAL BAR PLC REPORT AND ACCOUNTS 2002

HELICAL BAR PLC REPORT AND ACCOUNTS 2002 17

Financial Review

Restated prior year ﬁgures

dividend of 8.25p per share (2001: 7.50p) to be paid

Following the adoption of FRS19 on Deferred Tax the

on 25 July 2002 which, with the interim dividend of

Group has restated its taxation charge for the year to

5.50p, makes a total of 13.75p. This is an increase

31 March 2001 and the provision for liabilities and

of 10% on the previous period’s dividend of 12.50p.

charges at that date. The Company has also restated

This is covered over four times by proﬁts after tax.

a prior year acquisition of a property investment

subsidiary, Glenlake Limited. This company was

acquired with tax losses with a fair value, under

FRS19 principles, of £6.9m. In recognising the value

of these tax losses the Company has accounted for

negative goodwill of £6.9m. These restated ﬁgures

have also resulted in changes to prior years net asset

values per share and earnings per share.

Proﬁts

Gross proﬁts for the year were £45.0m. These compare

with gross proﬁts for the year to 31 March 2001 of

£56.3m and include net rental income after property

overheads of £27.8m (2001: £25.5m) and trading proﬁts

of £0.2m (2001: £0.9m). Our development programme

contributed £17.1m (2001: £29.5m).The share of

associated companies proﬁts were £1.0m (2001: £0.1m).

The surplus over book value on sale of investment

properties was £2.5m (2001: £0.7m) with a loss of

£0.2m (2001: nil) on the sale of an investment

property holding subsidiary.

During the year, a special dividend of 100.00p was

declared as payable to shareholders on the Company’s

share register on 2 April 2002. This dividend was paid

on 26 April 2002.

Net assets

As noted above, the net assets of the Company

reﬂect the adoption of FRS19 on Deferred Tax and

the recognition of negative goodwill in respect of the

acquisition of Glenlake Limited in June 1999. An

adjustment of £6.9m has been made to the opening

reserves at 1 April 2000 which, together with the

deferred tax provision of £0.2m at 31 March 2001,

reduces net assets at that date to £234.8m from

£241.9m previously stated in the ﬁnancial statements

for that year.

The increase in value of investment properties of £19.4m

(2001: £39.1m) less the retained losses (after special

dividend of £28.4m) of £15.3m (2001: restated

retained proﬁts £16.7m) led to a rise in net assets to

£239.1m (2001: restated £234.8m). Net assets per

Interest paid on borrowings, net of interest received

share of 793p compare with 779p in 2001. Diluted

on cash balances reduced from £19.2m to £14.8m.

net assets per share rose from 754p (restated) to

This was after capitalisation of £1.0m of interest

766p and, after taking account of the value ascribed

(2001: £1.6m).

Pre-tax proﬁts fell by 12.4% from £25.8m to £22.6m.

to ﬁnancial instruments under FRS13 and unprovided

deferred tax, rose from a restated 654p to 661p.

With an effective tax charge of 24% (2001: restated 21%)

Borrowings and ﬁnancial risk

and minority interest of £0.2m (2001: £0.1m), proﬁts

Net debt fell to £152.4m from £232.8m and, with

before dividends fell by 15.7% to £17.1m. Earnings per

the rise in net assets, Helical reduced its net gearing

share on a diluted basis fell by 15% to 57.8p per share.

at 31 March 2002 to 64% from 99% (restated).

Dividends

The Board is recommending to members at the

Annual General Meeting on 24 July 2002 a ﬁnal

The Company seeks to manage ﬁnancial risk by

ensuring that there is sufﬁcient ﬁnancial liquidity

to meet foreseeable needs and to invest surplus cash

safely and proﬁtably. At the year end, Helical had

18 HELICAL BAR PLC REPORT AND ACCOUNTS 2002

£106m of undrawn bank facilities and cash of

deferred tax to be provided on most types of timing

£75.5m (2001: £31.8m).

differences including accelerated capital allowances.

Helical insures against adverse movements in interest

In addition to the recognition of negative goodwill

rates through the use of a number of interest rate

of £6.9m, the adoption of FRS19 has resulted in an

hedging instruments. Borrowings of £160m are

adjustment to the balance sheet at 31 March 2001

capped until 2004 and £111m until 2006 at interest

of £0.2m representing the discounted value of the

rates between 6.00% and 7.50%. A further £80m is

potential clawback of capital allowances as at that

capped at 7.00% from January 2006 until September

date, net of the discounted value of the deferred tax

2009. £50m is ﬁxed at a rate of 6.89% until October

asset arising in respect of tax losses.

2002 and £9.2m reducing to £5.0m at 9.05% until

2009. The Company has interest rate ﬂoors at 4.78%

on £160m until January 2006 and on £80m at

4.80% from January 2006 until September 2009.

Performance measures

In order to evaluate its overall performance against

other small to mid size capital companies, both here

and abroad, Helical, amongst other measures, looks at

FRS13 requires disclosure of ﬁnancial instruments

equity value added and returns on equity. The internal

on a fair value basis and at 31 March 2002 an

calculations for the last ﬁve years are shown in Table

adjustment to reﬂect this basis would reduce net

1 below.

assets, after tax relief, by £2.0m (2001: £2.3m)

which, if provided for, would reduce diluted net

assets by 6p (2001: 7p) per share.

FRS19 – deferred tax

FRS19, which applies to accounting periods ending

Nigel McNair Scott

on or after 23 January 2002, has been adopted in

Finance Director

these ﬁnancial statements. This new standard requires

10 June 2002

Table 1 – Equity value added and price/value added

Equity Value Added

Year ended 31 March

Capital employed £m

Return on capital %

Weighted average cost of capital %

Spread

Equity value added

Price/Value added

Earnings after tax

Revaluation surpluses

Value added

Market capitalisation

Price/value added – times

2002

390

10.5

6.3

4.2

19.6

2002

£m

17.1

19.4

36.5

236.3

6.5 X

2001

466

18.2

5.9

12.3

52.9

2001

£m

20.2

39.5

59.7

222.1

3.7 X

2000

430

19.8

6.0

13.8

43.7

2000

£m

16.0

30.4

46.4

167.6

3.6 X

1999

316

18.6

6.2

12.4

32.2

1999

£m

16.1

19.8

35.9

141.6

3.9 X

1998

260

18.7

8.1

10.6

29.6

1998

£m

14.6

23.6

38.2

152.7

4.0 X

The calculautions for the two years to 31 March 2002 reﬂect the adoption of FRS19 on Deferred Tax.

HELICAL BAR PLC REPORT AND ACCOUNTS 2002 19

Ofﬁcers and Senior Management

Board of directors

Managing Director

Independent non-executive directors

Chairman

Michael Slade BSc (Est. Man) FRICS FSVA, Aged 55

John Southwell MA (Senior non-executive), Aged 69

Michael Slade joined the Board as executive director

John Southwell joined the Board of Helical Bar plc

in August 1984 and was appointed Managing Director

as non-executive director in 1986 and was appointed

in 1986.

Finance Director

Nigel McNair Scott MA FCA FCT, Aged 56

Nigel McNair Scott joined the Board as non-executive

director in 1985 and was appointed Finance Director

in 1986. A former director of Johnson Matthey plc,

he is Chairman of Avocet Mining Plc and a Director

of Govett Strategic Investment Trust.

Development Director

Gerald Kaye BSc (Est. Man) FRICS, Aged 44

Gerald Kaye was appointed to the Board as executive

director in 1994 and is responsible for the Company’s

development activities. He is a former director of

London & Edinburgh Trust Plc.

Investment Director

Michael Brown BSc (Est. Man) MRICS, Aged 41

Michael Brown was appointed to the Board as executive

director in 1998 and is responsible for the Company’s

property investment activities. He is a former director

of Threadneedle Property Fund Managers.

non-executive Chairman in 1988. He is the senior non-

executive director and Chairman of the Remuneration,

Audit and Nominations and Appointments Committees.

A former director of Laing & Cruickshank, Corporate

Finance, he currently acts as a consultant to Credit

Lyonnais Securities Europe (UK). John Southwell is

Chairman of Lochain Patrick Holdings Ltd and Director

of James Cropper PLC.

Giles Weaver FCA, Aged 56

Giles Weaver was appointed to the Board as non-

executive director in 1993. He is a member of

the Remuneration, Audit and Nominations and

Appointments Committees. A recent Chairman

of Murray Johnstone Limited, he is Chairman of

Murray Emerging Growth & Income Trust plc, a

director of Aberdeen Asset Managers plc, Charter

Pan European Trust plc, James Finlay Ltd and

Atrium Underwriting Plc.

Antony Beevor BA, Aged 62

Antony Beevor was appointed to the Board as

non-executive director in 2000. He is a member

of the Remuneration, Audit and Nominations and

Company secretary and registered ofﬁce

Appointments Committees. Antony Beevor is a Senior

Advisor to the London Mergers and Acquisitions

business of Société Générale, a Deputy Chairman

of the Takeover Panel, the Chairman of Croda

International Plc and the Chairman of Nestor

Healthcare Group plc.

Senior management

Matthew Bonning-Snook Development Executive, Aged 34

Michael Butcher Construction Executive, Aged 58

John Inwood Management Executive, Aged 36

Jack Pitman Investment Executive, Aged 33

Company Secretary

Tim Murphy

ACA Aged 42

Appointed March 1994.

Registered Ofﬁce

11-15 Farm Street

London W1J 5RS

Telephone: 020 7629 0113

Fax: 020 7408 1666

Investor relations

Email: info@helical.co.uk

Web-site: www.helical.co.uk

Public relations: Financial Dynamics

Investor relations: itrufﬂe.co.uk

20 HELICAL BAR PLC REPORT AND ACCOUNTS 2002

Directors’ Report

The directors present their report and ﬁnancial

Auditors

statements for the year ended 31 March 2002.

Grant Thornton offer themselves for reappointment

Principal activities

as auditors in accordance with Section 385 of the

The principal activity of the Company is that of a

Companies Act 1985.

holding company and the principal activities of the

Substantial shareholdings

subsidiaries are property investment, dealing and

At 28 May 2002 the shareholders listed in Table A

development. A full review of these activities and the

on page 24 had notiﬁed the Company of a disclosable

Group’s future prospects are given on pages 4 to 19.

interest of 3% or more in the nominal value of the

Trading results

ordinary share capital of the Company.

The results for the year are set out on page 24. The

Directors’ remuneration

proﬁt on ordinary activities before taxation amounts

Details of directors’ remuneration, share options,

to £22,573,000 (2001: £25,824,000).

service contracts and pension contributions are noted

Share capital

in the Report on Remuneration on pages 48 to 51.

The detailed movements in share capital are set out

Directors and their interests

in note 21 to these ﬁnancial statements.

The directors who were in ofﬁce during the year and

At 31 March 2002 there were 29,913,476 ordinary

5p shares in issue.

Dividends

A ﬁnal dividend of 8.25p (2001: 7.50p) per share

is recommended for approval at the Annual General

Meeting on 24 July 2001. The total ordinary

dividend, including the special dividend, of 113.75p

their interests, all of which were beneﬁcial, in the

ordinary shares are listed in Table B on page 22.

On 21 June 2001, shares acquired by the Helical Bar

Proﬁt Sharing Scheme were allocated to directors and

staff. The number of shares allocated to directors is

disclosed in the Report on Remuneration on pages

48 to 51.

(2001: 12.50p) per share amount to £32,328,000

There have been no changes in the directors’ interests

(2001: £3,570,000).

Donations

in the period from 31 March 2002 to 7 June 2002.

Re-election

Donations to charities amounted to £3,685

Messrs J P Southwell and C G H Weaver are due to

(2001: £31,000). A contribution of £10,000

retire by rotation and offer themselves for re-election.

(2001: £20,000) was made to the Conservative Party.

Going concern

Creditor payment policy

After making enquiries, the directors have a reasonable

The Company’s policy is to settle all agreed

expectation that the Group has adequate resources to

liabilities within the terms established with suppliers.

continue in operational existence for the foreseeable

At 31 March 2002 there were 26 days’ (2001: 28

future. For this reason, they continue to adopt the going

days’) purchases outstanding in respect of the

concern basis in preparing the ﬁnancial statements.

Company’s creditors.

HELICAL BAR PLC REPORT AND ACCOUNTS 2002 21

Directors’ Report continued

Corporate governance

The directors are responsible for maintaining proper

The Company’s application of the principles of

accounting records, for safeguarding the assets of

corporate governance is noted in the Corporate

the Group and for taking reasonable steps for the

Governance Report on page 46.

prevention and detection of fraud and other

Directors’ responsibilities for the ﬁnancial statements

irregularities.

Company law requires the directors to prepare ﬁnancial

Annual general meeting

statements for each ﬁnancial year which give a true

The Annual General Meeting of the Company will be

and fair view of the state of affairs of the Company

held on 24 July 2002 at 11.30am at The Westbury,

and the Group and of the proﬁt or loss of the Group

Conduit Street at New Bond Street, London W1A 4UH.

for that period. In preparing those ﬁnancial

The notice of meeting is set out in the separate circular

statements, the directors are required to:

to shareholders which accompanies this document.

•

select suitable accounting policies and then apply

them consistently;

• make judgements and estimates that are

reasonable and prudent;

•

state whether applicable accounting standards

By Order of the Board

have been followed, subject to any material

departures disclosed and explained in the

ﬁnancial statements.

T.J. Murphy

Secretary

10 June 2002

Table A – Substantial shareholdings

Michael Slade

Schroder Investment Management

Fidelity Investments

Threadneedle Asset Management

Helical Bar Employee Share Ownership Plan Trust

TR Property Investment Trust

Legal and General

Table B – Directors interests

No. of

ordinary shares

3,014,938

2,544,792

1,905,596

1,747,973

1,491,939

1,300,000

902,980

10.1

8.5

6.4

5.8

5.0

4.3

3.0

Ordinary 5p shares

31.03.02

34,750

3,014,938

626,617

18,000

1,477

309,215

186,551

4,191,548

14.0

31.03.01

33,870

3,014,019

625,698

18,000

1,477

308,296

185,632

4,186,992

14.0

J.P. Southwell

M.E. Slade

N.G. McNair Scott

C.G.H. Weaver

A.R. Beevor

G.A. Kaye

P.M. Brown

Total directors’ interests

Percentage of issued share capital

22 HELICAL BAR PLC REPORT AND ACCOUNTS 2002

Independent Auditors’ Report to the Shareholders of Helical Bar plc

We have audited the ﬁnancial statements of Helical

Statement, the Development and Investment

Bar plc for the year ended 31 March 2002 which

Directors’ Reports, the Financial Review and the

comprise the principal accounting policies, the Proﬁt

Corporate Governance Statement. We consider the

and Loss Account, the Balance Sheet, the Cash Flow

implications for our report if we become aware of any

Statement, the Statement of Total Recognised Gains

apparent misstatements or material inconsistencies

and Losses and notes 1 to 30.

with the ﬁnancial statements. Our responsibilities do

Respective responsibilities of directors and auditors

not extend to any other information.

The directors’ responsibilities for preparing the Annual

Basis of opinion

Report and the ﬁnancial statements in accordance with

We conducted our audit in accordance with United

United Kingdom law and accounting standards are set

Kingdom Auditing Standards issued by the Auditing

out in the Statement of Directors’ Responsibilities.

Practices Board. An audit includes examination, on

Our responsibility is to audit the ﬁnancial statements

a test basis, of evidence relevant to the amounts and

in accordance with relevant legal and regulatory

disclosures in the ﬁnancial statements. It also includes

requirements, United Kingdom Auditing Standards and

an assessment of the signiﬁcant estimates and

the Listing Rules of the Financial Services Authority.

judgements made by the directors in the preparation of

We report to you our opinion as to whether the ﬁnancial

statements give a true and fair view and are properly

prepared in accordance with the Companies Act 1985.

the ﬁnancial statements, and of whether the accounting

policies are appropriate to the Group’s circumstances,

consistently applied and adequately disclosed.

We also report to you if, in our opinion, the directors’

We planned and performed our audit so as to obtain

report is not consistent with the ﬁnancial statements,

all the information and explanations which we

if the Company has not kept proper accounting records,

considered necessary in order to provide us with

if we have not received all the information and

sufﬁcient evidence to give reasonable assurance that

explanations we require for our audit, or if information

the ﬁnancial statements are free from material

speciﬁed by law or the Listing Rules regarding directors’

misstatement, whether caused by fraud or other

remuneration and transactions with the Company and

irregularity or error. In forming our opinion we also

other members of the Group is not disclosed.

evaluated the overall adequacy of the presentation

We review whether the Corporate Governance Statement

of information in the ﬁnancial statements.

reﬂects the Company’s compliance with the seven

Opinion

provisions of the Combined Code speciﬁed for our review

In our opinion the ﬁnancial statements give a true and

by the Listing Rules, and we report if it does not. We are

fair view of the state of affairs of the Group and the

not required to consider whether the Board’s statements

Company as at 31 March 2002 and of the Group’s

on internal control cover all risks and control, or form

result for the year then ended and have been properly

an opinion on the effectiveness of the Group’s corporate

prepared in accordance with the Companies Act 1985.

governance procedures or its risk and control procedures.

Grant Thornton

We read other information contained in the Annual

Registered Auditors

Report and consider whether it is consistent with the

Chartered Accountants

audited ﬁnancial statements. This other information

London

comprises only the Directors’ Report, the Chairman’s

10 June 2002

HELICAL BAR PLC REPORT AND ACCOUNTS 2002 23

Consolidated Proﬁt and Loss Account
Helical Bar plc and subsidiary undertakings for the year ended 31 March 2002

Turnover
Cost of sales

Gross proﬁt
Administrative expenses

Operating proﬁt
Share of associated company proﬁts

Proﬁt on sale of investment properties
Loss on sale of subsidiary

Proﬁt on ordinary activities before interest
Net interest payable and similar charges

Proﬁt on ordinary activities before taxation
Tax on proﬁt on ordinary activities

Proﬁt on ordinary activities after taxation
Equity minority interests

Proﬁt for the year
Dividends paid and proposed

Retained (loss)/proﬁt for the year

By company

By subsidiaries
By associates

Earnings per share
Diluted earnings per share

The notes on pages 28 to 44 form part of these ﬁnancial statements.

Note

2
3

4
28

9
9

Year Ended
31.3.02
£000

Restated
Year Ended
31.3.01
£000

136,632

165,259

(91,646)

(108,958)

44,986
(10,888)

56,301
(12,031)

34,098

44,270

986

2,463
(195)

709
–

37,352
(14,779)

45,065
(19,241)

22,573
(5,353)

17,220
(164)

17,056
(32,328)

25,824
(5,471)

20,353
(126)

20,227
(3,570)

(15,272)

16,657

(4,857)

44,529

(10,457)
42

(27,872)
–

60.0p
57.8p

70.0p
67.7p

24 HELICAL BAR PLC REPORT AND ACCOUNTS 2002
24 HELICAL BAR PLC REPORT AND ACCOUNTS 2002

Balance Sheets
Helical Bar plc and subsidiary undertakings at 31 March 2002

Fixed assets
Intangible assets

Tangible assets

Investments

Investment in associates

Current assets
Other assets for resale

Stock

Debtors

Investments
Cash at bank and in hand

Creditors: amounts falling due within one year

Net current assets

Total assets less current liabilities
Creditors: amounts falling due after more than one year
Provisions for liabilities and charges

Capital and reserves
Called-up share capital

Share premium account

Revaluation reserve

Capital redemption reserve

Other reserves
Proﬁt and loss account

Equity shareholders’ funds
Equity minority interests

Note

15
16

18
20

22
22

The ﬁnancial statements were approved by the Board of Directors on 10 June 2002.

M.E. Slade

Director

N.G. McNair Scott

Director

The notes on pages 28 to 44 form part of these ﬁnancial statements.

Group

Company

31.3.02
£000

Restated
31.3.01
£000

31.3.02
£000

Restated
31.3.01
£000

(6,240)

(6,235)

440,685

454,580

–

774

–

972

9,599

1,937

9,546

12,163

11,837

185

–

445,981

458,076

12,937

12,809

–

29,585

21,289

1
75,514

525

27,861

–

141

–

36,439

118,674

128,905

1
31,841

–
39,021

–
22,016

126,389
(107,936)

96,667
(88,331)

157,836
(35,946)

150,934
(24,118)

18,453

8,336

121,890

126,816

464,434

466,412

134,827

139,625

(224,597)
(728)

(231,395)
(187)

–
(56)

–
(4)

239,109

234,830

134,771

139,621

1,496

35,271

1,496

35,264

35,271

142,100

128,468

7,101

291
50,993

7,101

291
60,532

–

7,101

1,987
88,916

1,496

35,264

–

7,101

1,987
93,773

237,252
1,857

233,152
1,678

134,771
–

139,621
–

239,109

234,830

134,771

139,621

HELICAL BAR PLC REPORT AND ACCOUNTS 2002 25

Statement of Total Recognised Gains and Losses
Helical Bar plc and subsidiary undertakings for the year ended 31 March 2002

Statement of total recognised gains and losses
Proﬁt for the year after taxation

Minority interest

Revaluation of investment properties – subsidiaries

– associates

Minority interest in revaluation surplus

Total recognised gains and losses
Prior year adjustment – negative goodwill

– deferred tax

Total recognised gains and losses since last ﬁnancial statements

Notes on historical cost proﬁts and losses
Reported proﬁt on ordinary activities before taxation

Realisation of property revaluation gains of previous years

Historical cost proﬁt on ordinary activities before taxation

Historical cost (loss)/proﬁt for the year retained

Reconciliation of movements in shareholders’ funds
Proﬁt for the year

Dividends paid and proposed

Revaluation of investment property – subsidiaries

– associates

Revaluation deﬁcit realised on sale of subsidiary

Minority interest in revaluation surplus
Issue of shares

Net addition to shareholders’ funds
Opening shareholders’ funds

Closing shareholders’ funds

The notes on pages 28 to 44 form part of these ﬁnancial statements.

26 HELICAL BAR PLC REPORT AND ACCOUNTS 2002
26 HELICAL BAR PLC REPORT AND ACCOUNTS 2002

Year Ended
31.3.02
£000

Restated
Year Ended
31.3.01
£000

17,220

20,353

(164)

(126)

18,792

1,477

(905)

39,320

147

(385)

36,420

59,309

(6,892)
(187)

–
–

29,341

59,309

31.3.02
£000

Restated
31.3.01
£000

22,573

5,606

25,824

6,315

28,179

32,139

(9,666)

22,972

31.3.02
£000

Restated
31.3.01
£000

17,056

20,227

(32,328)

(3,570)

(15,272)

19,110

1,477

(318)

(905)
8

16,657

39,320

147

–

(385)
777

4,100
233,152

56,516
176,636

237,252

233,152

Consolidated Cash Flow Statement
Helical Bar plc and subsidiary undertakings for the year ended 31 March 2002

Net cash inﬂow from operating activities

Returns on investment and servicing of ﬁnance

Taxation

Capital expenditure and ﬁnancial investment

Acquisitions and disposals

Equity dividends paid

Cash ﬂow before management of liquid resources

and ﬁnancing

Management of liquid resources

Financing
Issue of shares

(Decrease)/increase in debt
Reﬁnancing costs

Increase/(decrease) in cash

Note

Reconciliation of net cash ﬂow to movement in net debt

Increase/(decrease) in cash in the year

Cash outﬂow from management of liquid resources

Cash outﬂow/(inﬂow) from change in debt

Debt arrangement expenses

Movement in net debt in the year
Net debt 1 April 2001

Net debt 31 March 2002

The notes on pages 28 to 44 form part of these ﬁnancial statements.

Year Ended
31.3.02
£000

Year Ended
31.3.01
£000

65,634

56,615

(16,062)

(20,582)

(4,967)

(5,785)

40,068

(16,779)

(178)

–

(3,694)

(3,389)

80,801

10,080

(20,285)

(15,553)

(37,046)
(96)

777

4,141
–

23,382

(555)

31.3.02
£000

23,382

20,285

37,142

(408)

31.3.01
£000

(555)

15,553

(4,141)

(572)

80,401
(232,800)

10,285
(243,085)

(152,399)

(232,800)

HELICAL BAR PLC REPORT AND ACCOUNTS 2002 27

Notes to the Financial Statements

1. Principal accounting policies
Basis of preparation
The ﬁnancial statements have been prepared in accordance with applicable United Kingdom accounting standards and under the historical cost

convention, as modiﬁed by the revaluation of investment properties.

The principal accounting policies of the Group are set out below. The policies have remained unchanged from the previous year apart from in

respect of the adoption of Financial Reporting Standard 19 (“FRS19”) on Deferred Tax. The effect of adopting FRS19 has been to recognise in the

Group’s balance sheet the deferred tax liability relating to accelerated capital allowances, the deferred tax asset relating to unrelieved tax losses and

the consequent recognition of negative goodwill arising from a prior year acquisition of a subsidiary company.

Basis of consolidation
The Group ﬁnancial statements consolidate those of the Company and its subsidiary undertakings drawn up to 31 March 2002. Proﬁts or losses on

intra group transactions are eliminated in full.

Turnover
Turnover represents rental income and the proceeds from the sale of trading properties and developments. For funded developments, turnover

comprises the increase in the valuation of work during the year and proﬁt recognised on each development. Income from the sale of trading

properties is included in the proﬁt and loss account when, in the opinion of the directors, a binding contract of sale exists.

Depreciation
Depreciation is calculated to write down the cost to residual value of all ﬁxed assets, excluding investment properties, by equal annual instalments

over their expected useful economic lives.

The annual rates generally applicable are:

– short leasehold property

length of lease

– leasehold improvements

– vehicles & ofﬁce equipment

10%

25%

Developments
The attributable proﬁt on developments is recognised once their outcome can be assessed with reasonable certainty. In the case of developments

funded by institutions this proﬁt is recognised on the letting of the developments.

Stock
Stock is stated at the lower of cost and net realisable value.

Long-term contract balances included in stock are stated at cost, after provision has been made for any foreseeable losses and the deduction of

applicable payments on account.

Deferred taxation
The Group’s previous accounting policy was to provide for deferred tax to the extent that it was deemed probable that a liability or asset would

crystallise using the tax rates estimated to arise when the timing differences were expected to reverse. Unprovided deferred tax was disclosed as
a contingent liability. Under this policy potential tax liabilities arising from revaluation surpluses, accelerated capital allowances and other timing

differences, net of tax losses, were normally disclosed as contingent liabilities.

FRS19, applied for the ﬁrst time to these accounts, requires that deferred tax be recognised as a liability or asset if the transactions or events that

give the Group an obligation to pay more tax in future or a right to pay less tax in future have occurred by the balance sheet date. Despite this

general principle, FRS19 prohibits the recognition of deferred tax on revaluation gains and losses, unless they are recognised in the proﬁt and loss

account, and such deferred tax not provided is disclosed in these accounts as a contingent liability.

In accordance with FRS19 the Group makes full provision for other timing differences which are primarily in respect of capital allowances on plant and

machinery and industrial buildings allowances, both types of allowances derived from assets acquired with, or subsequently purchased for, the Group’s

investment property portfolio. Deferred tax assets and liabilities provided for under FRS19 are discounted to reﬂect the time value of money between

the balance sheet date and the dates that it is estimated that the underlying timing differences will reverse. Following the sale of a property, any

deferred tax provisions not required will be released to the proﬁt and loss account.

28 HELICAL BAR PLC REPORT AND ACCOUNTS 2002
28 HELICAL BAR PLC REPORT AND ACCOUNTS 2002

Interest capitalised on development properties
Interest costs incurred on development properties are capitalised until the earliest of:

– the date when the development becomes fully let;

– the date when the income exceeds outgoings; and,

– the date of completion of the development.

Investment property
Completed investment properties are included in the balance sheet at their open market values. Any surplus arising is credited to the revaluation

reserve and any temporary deﬁcits are netted off against the remaining balance on the reserve. Permanent diminutions in value below original cost

are reﬂected through the proﬁt and loss account. In accordance with the Statement of Standard Accounting Practice No. 19 – Accounting for

Investment Properties, freehold investment properties and leasehold investment properties where the unexpired term is over twenty years are not

depreciated but are valued by an external valuer at least every three years. In years where an external valuation is not commissioned, a valuation is

undertaken by a suitably qualiﬁed member of the Company’s staff.

This policy represents a departure from statutory accounting principles which require depreciation to be provided on all ﬁxed assets. The directors

consider that this policy is necessary in order that the ﬁnancial statements may give a true and fair view because current values and changes in

current values are of prime importance rather than the calculation of systematic annual depreciation. Depreciation is only one of many factors

affecting annual valuation.

Financing costs
The Group uses derivative ﬁnancial instruments to manage exposure to ﬂuctuations in interest rates. Financial assets are recognised in the balance

sheet at the lower of cost and net realisable value. Provision is made for diminution in value where appropriate.

The costs of arranging ﬁnance for the Group, including ﬁnancial instruments entered into to protect against the effects of interest rate movements,

are written off to the proﬁt and loss account over the terms of, and in proportion to, the associated ﬁnance.

Goodwill
Goodwill arising on acquisition is treated as an intangible asset and the cost written off in equal instalments over its useful economic life, estimated

to be ﬁfteen years.

Employees share ownership plan trust (the “Trust”)
Shares in Helical Bar plc owned by the Trust are stated at cost less provision for any permanent diminution in value. Any deﬁcit arising in the future

between the original cost of the shares and their net realisable value will be funded by the Company.

Associated company
Undertakings other than subsidiary undertakings, in which the Group has an investment of at least 20% of the shares and over which it exerts

signiﬁcant inﬂuence, are treated as associates.

The Group’s share of the proﬁts or losses and other recognised gains or losses of the associates are included in the Group proﬁt and loss account

and statement of total recognised gains and losses, respectively. Where the accounting periods covered by audited ﬁnancial statements are not
coterminous with those of the Group, the share of proﬁts or losses of the associates has been arrived at from the last audited ﬁnancial statements

available and unaudited management accounts to the Group’s balance sheet date.

The Group balance sheet includes the investment in the associates at the Group’s share of net assets and the goodwill arising on the acquisition of

the interest in so far as it has not already been amortised.

The Company balance sheet shows the investment in the associates at cost less amounts written off.

Liquid resources
Liquid resources are managed by the Group by investing as short-term cash deposits at prevailing deposit rates whilst ensuring appropriate access to

such funds to meet foreseeable needs.

HELICAL BAR PLC REPORT AND ACCOUNTS 2002 29

Notes to the Financial Statements continued

2. Turnover and gross proﬁt on ordinary activities before taxation

The analysis of turnover and gross proﬁt by function is as follows:

Trading property sales

Rental income

Developments

Other income and provisions

Gross proﬁt

Central overheads

Interest payable less receivable
Share of associated company proﬁts

Proﬁt before taxation, proﬁt on sale of investment properties and loss on sale of subsidiary

All sales, were within the UK. All turnover is attributable to continuing operations.

Turnover

Gross proﬁt

Year Ended
31.3.02
£000

Year Ended
31.3.01
£000

Year Ended
31.3.02
£000

Year Ended
31.3.01
£000

2,282

31,384

14,552

28,642

102,803

115,176

154

27,827

17,072

163

6,889

(67)

920

25,532

29,507

342

44,986

56,301

(10,888)

(12,031)

(14,779)
986

(19,241)
86

20,305

25,115

An analysis of property assets can be found in note 11 and the directors do not consider a further analysis of net assets to be appropriate.

3. Administrative expenses

Operating proﬁt on ordinary activities is stated after:

Staff costs

Depreciation and amortisation

– tangible ﬁxed assets

– goodwill

Auditors’ remuneration:

– audit services

– non-audit services

Staff costs during the year:

– salaries and other remuneration

– social security costs
– other pension costs

Year Ended
31.3.02
£000

Year Ended
31.3.01
£000

8,294

9,225

267

106

253

7,590

604
100

8,115

1,026
84

8,294

9,225

Details of directors’ remuneration are included in the Report on Remuneration on pages 48 to 51.

With the exception of the pension contributions referred to in the Report on Remuneration, other pension costs relate to payments to individual

pension plans.

The average number of employees of the Group during the year was:

Management and administration

31.3.02

31.3.01

30 HELICAL BAR PLC REPORT AND ACCOUNTS 2002
30 HELICAL BAR PLC REPORT AND ACCOUNTS 2002

4. Sale of investment properties

Net proceeds from the sale of investment properties

Book value (note 11)

Proﬁt on sale of investment properties

Year Ended
31.3.02
£000

Year Ended
31.3.01
£000

67,525

30,333

(65,062)

(29,624)

2,463

709

Net proceeds from the sale of investment properties and their associated book value include £22,360,000 of properties disposed of at book value on

the sale of a subsidiary, Helical (TE) Limited.

5. Net interest payable and similar charges

Interest payable on bank loans and overdrafts

Finance arrangement costs

Other interest payable and similar charges

Interest capitalised

Interest receivable and similar income

6. Taxation on proﬁt on ordinary activities

The tax charge is based on the proﬁt for the year and represents:

– United Kingdom corporation tax at 30% (2001: 30%)

– Adjustments in respect of prior periods

Current tax charge

Deferred tax – origination of timing differences (note 20)
– reversal of timing differences

Tax on proﬁt on ordinary activities

31.3.02
£000

31.3.01
£000

14,804

19,514

408

3,215

(1,006)

(2,642)

572

1,343

(1,597)

(591)

14,779

19,241

31.3.02
£000

4,811

4,812

541
–

Restated
31.3.01
£000

5,779

1,005

6,784

187
1,500

5,353

5,471

Factors affecting tax charge for period:

The tax assessed for the period is lower than the standard rate of corporation tax in the UK (30%). The differences are explained below:

Proﬁt on ordinary activities before tax

Proﬁt on ordinary activities multiplied by standard rate

of corporation tax in the UK of 30% (2001: 30%)

Effect of:

– Expenses not deductible for tax purposes

– Capital allowances for period in excess of depreciation

– Chargeable gain in excess of proﬁt on sale of investment property

– Capitalised interest

– Other timing differences
– Utilisation of losses

Current tax charge for period

31.3.02
£000

31.3.01
£000

22,573

25,824

6,772

7,747

102

127

(2,036)

(2,964)

787

(109)

(100)
(605)

1,198

(202)

373
(500)

4,811

5,779

HELICAL BAR PLC REPORT AND ACCOUNTS 2002 31

Notes to the Financial Statements continued

7. Dividends

Attributable to equity share capital

Ordinary

– interim paid 5.50p (2001: 5.00p) per share
– ﬁnal proposed 8.25p (2001: 7.50p) per share

Total 13.75p (2001: 12.50p) per share

– special payable 100.00p (2001: nil) per share

Year Ended
31.3.02
£000

Year Ended
31.3.01
£000

1,563
2,345

3,908
28,420

1,438
2,132

3,570
–

32,328

3,570

The interim dividend of 5.50p was paid on 21 December 2001 to shareholders on the register on 23 November 2001. The special dividend of

100.00p was paid on 26 April 2002 to shareholders on the register on 2 April 2002. The ﬁnal dividend, if approved at the AGM on 24 July 2002, will

be paid on 25 July 2002 to shareholders on the register on 14 June 2002.

8. Parent company
The Company has taken advantage of section 230 of the Companies Act 1985 and has not included its own proﬁt and loss account in the ﬁnancial

statements. The ﬁnancial proﬁt for the year of the Company was £27,471,000 (2001: restated £48,099,000).

9. Earnings per share
The calculation of the basic earnings per share is based on the earnings attributable to ordinary shareholders divided by the weighted average

number of shares in issue during the year. Shares held by the ESOP, which has waived its entitlement to receive dividends, are treated as cancelled

for the purposes of this calculation.

The calculation of diluted earnings per share is based on the basic earnings per share, adjusted to allow for the issue of shares and the post tax

effect of dividends on the assumed exercise of all dilutive options.

Reconciliations of the earnings and weighted average number of shares used in the calculations are set out below.

Year Ended
31.3.02
Weighted Per share
amount
pence

average
no. of shares

Year Ended
31.3.01
Weighted
average
no. of shares

Restated
per share
amount
pence

Restated
earnings
£

Earnings
£

17,056,000

28,419,782

60.0 20,227,000

28,903,697

70.0

1,090,450

980,781

17,056,000

29,510,232

57.8 20,227,000

29,884,478

67.7

Goodwill

£000

Negative
goodwill

£000

Total

£000

720

–

767

593
52

645

122

127

654

1,374

(6,892)

–

(6,238)

(5,471)

124
–

124

717
52

769

(6,362)

(6,240)

(6,362)

(6,235)

Basic earnings per share

Dilutive effect of share options

Diluted earnings per share

10. Intangible ﬁxed assets

Group

Cost at 1 April 2001

Prior year adjustment

Additions

Cost at 31 March 2002

Amortisation at 1 April 2001
Provision for the year

Amortisation at 31 March 2002

Net book amount at 31 March 2002

Net book amount at 31 March 2001

32 HELICAL BAR PLC REPORT AND ACCOUNTS 2002
32 HELICAL BAR PLC REPORT AND ACCOUNTS 2002

10. Intangible ﬁxed assets continued
Negative goodwill arises of a consequence of the adoption of FRS19 and represents the excess of the value of the restated assets of Glenlake

Limited over the consideration paid for those assets in June 1999. The restated assets include a sum of £6,892,000 representing the fair value of tax

losses acquired with Glenlake Limited. The net asset value per share of Helical has been reduced at 31 March 2001 by 24p to 779p and, on a fully

diluted basis, by 22p to 754p.

11. Tangible ﬁxed assets

Group

Cost or valuation at 1 April 2001

Additions at cost

Transfers

Transfer from stock

Disposals
Revaluation

Cost or valuation at 31 March 2002

Depreciation at 1 April 2001

Provision for the year
Eliminated on disposals

Depreciation at 31 March 2002

Investment Properties

In course of
development

Short
leasehold
property &
Freehold improvements
£000

£000

Vehicles
& ofﬁce
equipment
£000

Total
£000

Freehold
£000

Leasehold
£000

391,872

40,610

24,600

26,883

1,657

(64,452)
16,501

823

–

(610)
2,027

397,061

42,850

–

–
–

–

–
–

–

21,125

5,758

(26,883)

–

–
–

–

–
–

–

646

932

455,185

–

–
–

646

272

47
–

319

327

374

31,263

–

1,657

(46)
–

(65,108)
18,528

968

441,525

333

220
(32)

521

605

267
(32)

840

447

440,685

599

454,580

Short
leasehold
property &
improvements
£000

Vehicles
& ofﬁce
equipment
£000

Total
£000

646

–
–

646

272

47
–

319

327

374

916

82
(30)

1,562

82
(30)

968

1,614

318

220
(17)

521

447

598

590

267
(17)

840

774

972

Net book amount at 31 March 2002

397,061

42,850

Net book amount at 31 March 2001

391,872

40,610

21,125

Company

Cost at 1 April 2001

Additions at cost
Disposals

Cost at 31 March 2002

Depreciation at 1 April 2001

Provision for the year
Eliminated on disposals

Depreciation at 31 March 2002

Net book amount at 31 March 2002

Net book amount at 31 March 2001

Interest capitalised in respect of the development of investment properties is included in tangible ﬁxed assets to the extent of £2,244,000

(2001: £1,995,000).

Interest capitalised during the year, at LIBOR plus 21⁄2%, in respect of investment properties in the course of development was £365,000

(2001: £672,000).

Included in disposals is £22,360,000 of investment properties disposed of on the sale of Helical (TE) Limited.

HELICAL BAR PLC REPORT AND ACCOUNTS 2002 33

Notes to the Financial Statements continued

11. Tangible ﬁxed assets continued
The investment properties have been valued on an open market basis at 31 March 2002 as follows:

Healey & Baker, International Real Estate Consultants

Allsop & Co, Chartered Surveyors

DTZ Debenham Tie Leung, International Property Advisors

Knight Frank, Chartered Surveyors

Directors’ valuation

The net surplus arising of £18,528,000 (2001: £39,320,000) has been transferred to the revaluation reserve.

The historical cost of investment property is £299,435,000 (2001: £325,139,000).

£000

306,630

40,500

22,165

2,810

67,806

439,911

12. Fixed asset investments

Employees’ Share Ownership Plan Trust – own shares

Shares in subsidiary undertakings at cost

The movement in the year was as follows:

At 1 April 2001

Acquired during year

Provisions released

At 31 March 2002

Group

Company

31.3.02
£000

9,599

–

31.3.01
£000

9,546

–

31.3.02
£000

9,599

2,564

31.3.01
£000

9,546

2,291

9,599

9,546

12,163

11,837

31.3.02
£000

31.3.01
£000

31.3.02
£000

31.3.01
£000

9,546

–

3,656

5,890

–

11,837

273

5,908

5,929

–

9,599

9,546

12,163

11,837

Following approval at the 1997 Annual General Meeting the Company established the Helical Bar Employees’ Share Ownership Plan Trust (the

“Trust”) to be used as part of the remuneration arrangements for employees. The purpose of the Trust is to facilitate and encourage the ownership of

shares by or for the beneﬁt of employees by the acquisition and distribution of shares in the Company.

At 31 March 2002 the Trust held 1,491,939 (2001: 1,262,102) ordinary shares in Helical Bar plc over which options had been granted.

At 31 March 2002 the Trust held nil (2001: 229,837) ordinary shares over which no options had been granted.

Interests in associates
At 31 March 2002 the Group and the Company had interests in the following associated companies:

Prescot Street Investments Ltd

Grosvenor Hill (Spruceﬁelds) Ltd

Country of
incorporation

Class of share
capital held

United Kingdom

Ordinary

Proportion held

Group

50%

Company

50%

Nature of
business

Property investment

34 HELICAL BAR PLC REPORT AND ACCOUNTS 2002
34 HELICAL BAR PLC REPORT AND ACCOUNTS 2002

12. Fixed asset investments continued
The Company’s principal subsidiary undertakings, all of which have been consolidated, are:

Name of undertaking

48 Gracechurch Street Ltd

61 Southwark Street Ltd*

Aycliffe and Peterlee Development Company Ltd

Aycliffe and Peterlee Investment Company Ltd*

Chancerygate (Albion) Ltd

Chancerygate (Mill Street) Ltd

Baylight Developments Ltd

Glenlake Ltd*

Harbour Developments (Bracknell) Ltd

Helical Bar (Berkeley Square) Ltd

Helical Bar (Bunhill Row) Ltd

Helical Bar (Chiswell Street) Ltd*

Helical Bar (City Developments) Ltd*

Helical Bar (CL) Investments Ltd*

Helical Bar (CL) Ltd*

Helical Bar Developments Ltd

Helical Bar Developments (South East) Ltd

Helical Bar (Rex House) Ltd

Helical Bar Services Ltd

Helical Bar Trustees Ltd

Helical Bar (Wales) Ltd*

Helical Bar (Wood Street) Ltd

Helical Properties Ltd

Helical Properties (Basingstoke) Ltd*

Helical Properties Investment Ltd

Helical Properties Retail Ltd

Helical (Fleet) Ltd

Helical (HIS) Ltd

Helical (Liphook) Ltd

Helical (SA) Ltd

Helical (Wednesﬁeld) Ltd

Helical (Westﬁelds) Ltd

Nature of business

Investment

Development and trading

Investment

Trading

Investment

Development

Investment

Development

Development and trading

Investment

Management Services

Trustee of Proﬁt Sharing Scheme

Development and trading

Development

Investment development and trading

Investment

Development (Jersey)

Investment

Intercontinental Land and Development Co. Ltd*

Investment development and trading

Networth Ltd*

Helical (Interchange) Ltd

Helical Properties (WSM) Ltd*
Helical Retail Ltd

Helical Retail (RBS) Ltd*

Investment

Investment
Development and trading

Development and trading

Percentage of ordinary
share capital held

100%

90%

75%
75%

75%

All principal subsidiary undertakings operate in the United Kingdom and, unless otherwise indicated, are incorporated and registered in England

and Wales.

*Ordinary capital is held by a subsidiary undertaking.

HELICAL BAR PLC REPORT AND ACCOUNTS 2002 35

Notes to the Financial Statements continued

13. Stock

Development sites

Properties held as trading stock

Group

Company

31.3.02
£000

15,464

14,121

31.3.01
£000

22,249

5,612

29,585

27,861

31.3.02
£000

31.3.01
£000

141

–

141

–

Interest capitalised in respect of the development of sites is included in stock to the extent of £633,000 (2001: £443,000). Interest capitalised

during the year in respect of development sites amounted to £641,000 (2001: £925,000).

Group

Company

31.3.02
£000

31.3.01
£000

31.3.02
£000

5,155

17,338

–

31.3.01
£000

646

6,487

4,684

6,487

4,684

–

151

895

9,496

13,501

–

111,892

121,574

210

922

1,055

21,289

36,439

118,674

128,905

Group

Company

31.3.02
£000

31.3.01
£000

31.3.02
£000

31.3.01
£000

–

Group

Company

31.3.02
£000

3,247

28,300

43,967

31.3.01
£000

2,314

–

31.3.02
£000

31.3.01
£000

–

29,527

39,021

22,016

75,514

31,841

39,021

22,016

14. Debtors

Trade debtors

Taxation

Amounts owed by associated undertakings

Amounts owed by subsidiary undertakings

Other debtors

Prepayments and accrued income

15. Current asset investments

UK listed investments at cost

The market value of listed investments at 31.3.02 was £1,000 (2001: £1,000).

16. Cash at bank and in hand

Rent deposits and cash secured against debt repayable within one year

Cash held to fund future development costs

Free cash

On 26 April 2002 the special dividend of £28,420,000 was paid, reducing the free cash balances.

36 HELICAL BAR PLC REPORT AND ACCOUNTS 2002
36 HELICAL BAR PLC REPORT AND ACCOUNTS 2002

17. Creditors: amounts falling due within one year

Bank overdrafts and term loans

Trade creditors

Corporation tax

Social security costs and other taxation

Dividends payable

Other creditors

Accruals and deferred income

18. Creditors: amounts falling due after more than one year

Bank loans repayable within:

– 1 – 2 years

– 2 – 5 years

– after 5 years

Deferred arrangement costs

Group

Company

31.3.02
£000

3,316

11,021

4,053

207

30,765

4,820

53,754

31.3.01
£000

33,246

15,639

4,289

3,789

2,132

3,976

25,260

31.3.02
£000

–

568

3,961

–

30,765

112

540

31.3.01
£000

20,427

142

–

2,237

255

1,057

107,936

88,331

35,946

24,118

Group

Company

31.3.02
£000

31.3.01
£000

31.3.02
£000

31.3.01
£000

3,438

124,261

16,602

87,187

98,382

129,402

226,081
(1,484)

233,191
(1,796)

224,597

231,395

–

–
–

–

–
–

–

Bank overdrafts and term loans in creditors falling due within one year and after one year are secured against properties held in the normal course

of business by subsidiary undertakings to the value of £378,416,000 (2001: £410,098,000). These will be repayable when the underlying properties

are sold. Bank overdrafts and term loans exclude the Groups’ share of borrowings in associated companies of £13,575,000 (2001: £9,496,000).

HELICAL BAR PLC REPORT AND ACCOUNTS 2002 37

Notes to the Financial Statements continued

19. Financing and ﬁnancial instruments
The policies for dealing with liquidity and interest rate risk are noted in the Financial Review on pages 18 and 19.

Short-term debtors and creditors
Short-term debtors and creditors have been excluded from the following disclosures.

Bank overdraft and loans – maturity
Due after more than one year

Due within one year

Group

31.3.02
£000

31.3.01
£000

224,597

231,395

3,316

33,246

227,913

264,641

The Group has various undrawn committed borrowing facilities. The facilities available at 31.3.02 in respect of which all conditions precedent had

been met were as follows:

Expiring in one year or less

Expiring in more than one year but not more than two years

Expiring in more than two years

Interest rates

Fixed rate borrowings

– ﬁxed

– swap rate plus bank margin

Weighted average
Floating rate borrowings

Total borrowings
Deferred arrangement costs

Floating rate borrowings bear interest at rates based on LIBOR.

Group

31.3.02
£000

10,000

86,233

31.3.01
£000

54,618

13,498

50,717

106,233

118,833

31.3.02
Expiry

£000

31.3.01
Expiry

£000

9.050 Feb. 2009

9,231

9.050 Feb. 2009

–

8.625 Sept. 2001

6.890 Oct. 2002

6.450 July 2002

50,000

49,000

6.890 Oct. 2002

6.450

July 2002

7.550 Dec. 2002

8.090 Mar. 2003

108,231
121,166

229,397
(1,484)

227,913

9,598

20,000

50,000

49,000

128,598
137,839

266,437
(1,796)

264,641

38 HELICAL BAR PLC REPORT AND ACCOUNTS 2002
38 HELICAL BAR PLC REPORT AND ACCOUNTS 2002

19. Financing and ﬁnancial instruments continued
Hedging
In addition to the ﬁxed rates, borrowings are also hedged by the following ﬁnancial instruments:

Instrument

Current

– cap

– collar

– ﬂoor

– collar

Future

– collar

Gearing

Total borrowings

Cash

Net borrowings

Net assets

Gearing

Value
£000

Rate
%

Start

Expiry

49,000 6.000-6.500

31,000 4.730-6.500

49,000

4.730

80,000 4.830-7.500

July 2004

Jan. 2006

80,000 4.800-7.000 Jan. 2006 Sept. 2009

31.3.02
£000

227,913

(75,514)

152,399

Restated
31.3.01
£000

264,641

(31,841)

232,800

239,109

234,830

64%

99%

If the payment of the special dividend on 26 April 2002 were to be taken into account, the Group’s gearing level at 31 March 2002 would have

been 76%.

Fair value of ﬁnancial assets and ﬁnancial liabilities

Borrowings

Interest rate swaps

Other ﬁnancial instruments

31.3.02

31.3.01

Book
Value
£m

Fair
Value
£m

Book
Value
£m

Fair
Value
£m

229,383

230,256

266,002

267,152

–

(223)

1,242

565

–

(223)

825

1,051

229,160

232,063

265,779

269,028

The fair value of ﬁnancial assets and ﬁnancial liabilities represents the mark to market valuations at 31 March 2002 and 31 March 2001.
The adjustment to net assets from a recognition of these values, net of tax relief, would be to reduce diluted net asset value per share by 6p

(2001: restated 7p).

HELICAL BAR PLC REPORT AND ACCOUNTS 2002 39

Notes to the Financial Statements continued

20. Provision for liabilities and charges – deferred taxation
Deferred taxation provided for in the ﬁnancial statements is set out below:

Accelerated capital allowances

Other timing differences

Less: – tax losses carried forward

– discount

Discounted provision for deferred tax

Group

Company

31.3.02
£000

5,822

754

6,576

(5,684)
(164)

31.3.01
£000

5,112

745

5,857

(5,628)
(42)

728

187

31.3.02
£000

31.3.01
£000

–

–
(13)

(66)
(1)

The Group has applied the provisions of FRS19 Deferred Tax, which requires that deferred tax be recognised as a liability or asset if the transactions

or events that give the Group an obligation to pay more or less tax in the future have occurred by the balance sheet date. In accordance with FRS19,

the Group makes full provision for timing differences other than revaluation gains and losses, which are primarily in respect of capital allowances on

plant and machinery, industrial buildings allowances and tax losses.

The adoption of FRS19 has resulted in an adjustment to the balance sheet at 31 March 2001 of £187,000 representing the discounted value of the

potential clawback of capital allowances, net of available tax losses, as at that date.

The amounts previously provided as at 31 March 2001 were nil.

Amounts unprovided are:

Unrealised capital gains

Group

Company

31.3.02
£000

31.3.01
£000

31.3.02
£000

31.3.01
£000

32,102

29,970

32,102

29,970

–

The amounts unprovided for as at 31 March 2001 have been restated to exclude those relating to accelerated capital allowances and other timing

differences. The amounts previously unprovided as at 31 March 2001 were £25,923,000.

No provision has been made for taxation which would accrue if the investment properties were sold at their revalued amounts. The adjustment to net

assets resulting from a recognition of these amounts would be to reduce diluted net asset value per share by 99p (2001: restated 93p).

40 HELICAL BAR PLC REPORT AND ACCOUNTS 2002
40 HELICAL BAR PLC REPORT AND ACCOUNTS 2002

21. Share capital

Authorised

– 688,954,752 (2001: 688,954,752) ordinary shares of 5p each

Allotted, called up and fully paid

Attributable to equity interests:

– 29,913,476 (2001: 29,911,697) ordinary shares of 5p each

31.3.02
£000

31.3.01
£000

34,448

1,496

Share options
At 31 March 2002 options over 2,489,221 (2001: 2,491,000) new ordinary shares in the Company and 1,491,939 (2001: 1,262,102) purchased

shares held by the ESOP had been granted to directors and employees under the Company’s share option schemes. During the year an option over

1,779 new shares with a nominal value of £89 was exercised. The increase in share premium account arising from this exercise was £7,783.

Exercise price
per share
pence

Number of
shares

Date from
which exercisable

Expiry date
of options

Senior Executive 1988 Share Option Scheme

Subscription options
Options granted:

– 11 July 1997

– 29 September 1997

– 27 November 1997

Purchase options
Options granted:

– 27 November 1997

– 10 July 1998

Helical Bar 1999 Share Option Scheme

Subscription options
Options granted:

– 8 March 1999

– 8 January 2001

Purchase options
Options granted:

– 8 March 1999

– 18 December 2000

– 8 January 2001

– 15 November 2001

Helical Bar 1999 Approved Share Option Scheme

Subscription options
Options granted:

– 8 March 1999

412.5

467.5

452.5

565.0

365,000

11 July 2002

10 July 2007

100,000

29 September 2002 28 September 2007

394,000

27 November 2002

26 November 2007

206,000

27 November 2001

26 November 2004

400,000

10 July 2002

9 July 2005

442.5

1,547,768

8 March 2004

7 March 2009

780.0

30,000

8 January 2006

8 January 2011

442.5

750.0

780.0

766.5

93,000

8 March 2004

7 March 2009

529,000

18 December 2005

17 December 2010

34,102

8 January 2006

7 January 2011

229,837

15 November 2006

14 November 2011

442.5

52,453

8 March 2002

7 March 2009

3,981,160

HELICAL BAR PLC REPORT AND ACCOUNTS 2002 41

Notes to the Financial Statements continued

22. Share premium and reserves

Group
At 1 April 2001 as previously stated

Prior year adjustment

At 1 April 2001 – restated

Loss retained

Revaluation of investment property – subsidiaries

– joint ventures

Disposal of subsidiary

Minority interest in revaluation of investment property

Realised on disposals
Exercise of share options

At 31 March 2002

Company
At 1 April 2001 as previously stated
Prior year adjustment

At 1 April 2001 – restated

Loss retained
Exercise of shares options

At 31 March 2002

Non-distributable

Distributable

Share
premium
account
£000

Capital
redemption
reserve
£000

Other
reserves
£000

Revaluation
reserve
£000

35,264

7,101

291

128,468

–

Proﬁt
& loss
account
£000

67,611

(7,079)

35,264

7,101

291

128,468

60,532

–

–
7

–

–
–

–

–
–

–

(15,272)

18,528

1,477

(444)

(323)

(5,606)
–

–

127

–

5,606
–

35,271

7,101

291

142,100

50,993

35,264
–

7,101
–

1,987
–

35,264

7,101

1,987

–
7

–
–

35,271

7,101

1,987

–
–

–

–
–

–

93,777
(4)

93,773

(4,857)
–

88,916

23. Reconciliation of operating proﬁt to net cash inﬂow from operating activities

Year Ended
31.3.02
£000

Year Ended
31.3.01
£000

34,098

44,270

267

(53)

179

–

10,429

22,212
(1,557)

253

–

(1,144)

20,770

(6,766)
(848)

65,634

56,615

Operating proﬁt

Depreciation of ﬁxed assets

Release of provision

Loss on sale of ﬁxed assets

Amortisation of goodwill

Dividends from associates

Proﬁt on sale of investments

Decrease in debtors

Increase/(decrease) in creditors
Increase in stocks

Net cash inﬂow from operating activities

42 HELICAL BAR PLC REPORT AND ACCOUNTS 2002
42 HELICAL BAR PLC REPORT AND ACCOUNTS 2002

24. Analysis of cash ﬂows for headings netted in the cash ﬂow statement

Return on investments and servicing of ﬁnance
Interest received

Interest paid

Minority interest dividends paid

Taxation
Tax received
Tax paid

Capital expenditure and ﬁnancial investment
Purchase of property

Sale of property

Purchase of tangible ﬁxed assets

Sale of tangible ﬁxed assets

Purchase of investments
Sale of investments

25. Management of liquid resources

Increase in short-term deposits

26. Analysis of net debt

Cash at bank and in hand

Bank overdraft

Debt due within one year

Debt due after more than one year
Less: arrangement expenses

Total

Year Ended
31.3.02
£000

Year Ended
31.3.01
£000

2,632

591

(18,567)

(20,881)

(127)

(292)

(16,062)

(20,582)

106
(5,073)

397
(6,182)

(4,967)

(5,785)

(30,816)

(43,739)

70,535

26,967

(76)

525

(100)
–

(547)

(6,327)
6,778

40,068

(16,779)

31.3.02
£000

31.3.01
£000

(20,285)

(15,553)

(20,285)

(15,553)

At
1.4.01
£000

Other non
Cash Flow cash changes
£000

£000

At
31.3.02
£000

31,841

23,388

20,285

75,514

(9)

(6)

–

(15)

31,832

23,382

20,285

75,499

(33,237)

29,936

–

(3,301)

(233,191)
1,796

7,110
–

–
(312)

(226,081)
1,484

(264,632)

37,046

(312)

(227,898)

(232,800)

60,428

19,973 (152,399)

27. Contingent liabilities
The Company has entered into cross guarantees in respect of the banking facilities of its subsidiaries. The Company has also entered into interest

rate ﬂoors on £80m at 4.83% from January 2001 to January 2006, and on a further £80m at 4.73% from July 1999 to January 2006.

Other than these contingent liabilities and the deferred tax referred to in note 20 there were no contingent liabilities at 31 March 2002 (2001: nil).

HELICAL BAR PLC REPORT AND ACCOUNTS 2002 43

Notes to the Financial Statements continued

28. Disposals
During the year, the Group disposed of its interest in Helical (TE) Limited, a property investment company. Group proﬁts include £163,000 earned by

Helical (TE) Limited up to its date of disposal on 17 July 2001.

Net assets disposed of were:

Investment properties

Debtors

Intra-group loans

Trade creditors

Rental accrued, rent deposits and sinking fund

Taxation

Proceeds of sale

Disposal costs

Loss on sale of subsidiary

29. Capital commitments
At 31 March 2002 nil (2001: nil).

30. Related party transactions
At 31 March 2002 there is an amount due from Prescot Street Investments Ltd of £4,721,000 (2001: £4,684,000) and an amount due from

Grosvenor Hill (Spruceﬁelds) Ltd of £1,517,000 (2001: nil).

£000

22,360

205

(22,069)

(26)

(412)

(8)

(245)

(195)

44 HELICAL BAR PLC REPORT AND ACCOUNTS 2002
44 HELICAL BAR PLC REPORT AND ACCOUNTS 2002

Ten Year Review

Turnover

Rental income

Gross proﬁt

Proﬁt before taxation

Proﬁt after taxation

Ordinary dividends

(Loss)/proﬁt retained

31.3.02
£000

31.3.01
£000

31.3.00
£000

31.3.99
£000

31.3.98
£000

31.3.97*
£000

31.1.96
£000

31.1.95
£000

31.1.94
£000

31.1.93
£000

136,632 165,259 149,922 121,244 214,416 100,529
22,374

21,482

26,656

22,009

28,642

31,384

65,948

50,521

24,982

24,816

19,186

16,294

12,118

13,810

44,986

22,573

17,220

32,328

56,301

43,482

39,004

38,775

29,284

21,697

16,475

12,713

16,895

25,824

22,020

20,044

18,494

12,033

20,353

20,501

16,392

14,436

3,570

3,223

31,338

1,552

7,811

9,032

1,666

3,564

(15,272)

16,657

17,201

(18,414)

9,200

7,892

1,189

3,666

8,187

7,655

1,058

3,785

6,578

6,049

944

5,882

5,632

783

3,451

3,951

Dividend per ordinary share

13.75p

12.50p

11.15p

10.0p

9.0p

8.0p

7.3p

6.5p

5.8p

4.8p

Special dividend

per ordinary share

Diluted earnings

per ordinary share

Investment portfolio

Shareholders’ funds

100.0p

–

100.0p

–

2.0p

–

57.8p

67.7p

68.9p

51.5p

40.3p

28.3p

26.6p

26.3p

24.3p

29.0p

439,911 453,607 419,570 332,457 250,718 201,570 180,765 156,579 118,690 120,048
46,180
237,252 233,152 176,636 137,011 134,223 101,080

92,662

91,429

83,747

Diluted net assets per share

766p

754p

582p

459p

465p

372p

330p

326p

299p

224p

*The ﬁnancial statements to 31 March 1997 were for a 14 month accounting period.

The ﬁnancial statements for the years to 31 March 1998 and subsequently have been restated to reﬂect the impact of the adoption of FRS19 on

Deferred Tax.

HELICAL BAR PLC REPORT AND ACCOUNTS 2002 45

Corporate Governance Report

The Company is committed to applying the highest principles of corporate governance. The Board is accountable to the Company’s shareholders for

good corporate governance. This report and the Report on Remuneration describe how it complies with the provisions of the Combined Code.

Application of principles
The Company has applied the principles of good governance contained in the Combined Code appended to the Listing Rules of the Financial

Services Authority.

Compliance
The Company has complied throughout the year with the Code provisions set out in Section 1 of the Combined Code except in respect of A2.1.

Provision A2.1 of the Combined Code states that a non-executive director other than the chairman should be the senior non-executive director. The

Board considers that, in this instance, the most appropriate person to act in this capacity is the Chairman of the Company and have, therefore,

named John Southwell as the senior independent non-executive director.

Directors
The Company supports the concept of an effective Board leading and controlling the Company. The Board is responsible for approving Company

policy and strategy. It meets three monthly and has a schedule of matters speciﬁcally reserved to it for decision. Management supplies the Board

with appropriate and timely information and the directors are free to seek any further information they consider necessary. All directors have access

to advice from the company secretary and independent professionals at the Company’s expense. Training is available for new directors and other

directors as necessary.

The Board consists of four executive directors who hold the key operational positions in the Company and three non-executive directors, who bring

a breadth of experience and knowledge, and who all are independent of management and any business or other relationship which could interfere

with the exercise of their independent judgement. This provides a balance whereby the Board’s decision making cannot be dominated by an

individual or small group. The Chairman of the Board is John Southwell and the Company’s business is run by Michael Slade, the Managing Director.

The Board members are described on page 20.

The Nomination Committee meets as required to select and recommend to the Board suitable candidates for both executive and non-executive

appointments to the Board. It comprises John Southwell, Chairman of the Board, and the two other non-executive directors, Giles Weaver and

Antony Beevor. All directors are subject to re-election every three years and, on appointment, at the ﬁrst AGM after appointment.

The Board’s report on remuneration is on pages 48 to 51. It sets out the Company’s policy in detail and the full details of all elements in the

remuneration package of each individual director.

Relations with shareholders
The Company values the views of its shareholders and recognises their interest in the Company’s strategy and performance, Board membership and

quality of management. It therefore holds regular meetings with, and presentations to, its institutional shareholders to discuss objectives.

The AGM is used to communicate with private investors and they are encouraged to participate. The members of the Audit, Remuneration and

Nomination Committees are available to answer questions. Separate resolutions are proposed on each issue so that they can be given proper

consideration and there is a resolution to approve the annual report and accounts. The Company counts all proxy votes and will indicate the level
of proxies lodged on each resolution, after it has been dealt with by a show of hands.

The Company communicates with all shareholders through the issue of regular press releases and through its website at www.helical.co.uk.

Shareholders may also keep informed of developments at the Company through the investor relations service at www.itrufﬂe.co.uk.

46 HELICAL BAR PLC REPORT AND ACCOUNTS 2002
46 HELICAL BAR PLC REPORT AND ACCOUNTS 2002

Accountability and audit
The Board presents a balanced and understandable assessment of the Company’s position and prospects in all interim and price-sensitive reports

and reports to regulators as well as in the information required to be presented by statutory requirements.

The Audit Committee comprises Giles Weaver and Antony Beevor, both of whom are independent non-executive directors, and John Southwell, who

is Chairman of the Board and senior non-executive director. The terms of reference of the Committee include keeping under review the scope and

results of the external audit and its cost effectiveness. The Committee reviews the independence and objectivity of the external auditors. This

includes reviewing the nature and extent of non audit services supplied by the external auditors to the Company, seeking to balance objectivity and

value for money.

Internal control
The Board is responsible for maintaining a sound system of internal control to safeguard shareholders’ investment and the Company’s assets. Such a

system is designed to manage, but not eliminate, the risk of failure to achieve business objectives. There are inherent limitations in any control system

and accordingly even the most effective system can provide only reasonable, and not absolute, assurance against material misstatement or loss.

The Board has considered the need for an internal audit function but has decided the size of the Company does not justify it at present. However, it

will keep the decision under annual review.

In accordance with the guidance of the Turnbull Committee on Internal Control, an ongoing process has been established for identifying, evaluating

and managing risks faced by the Company. This process has been in place for the full ﬁnancial year end and up to the date the ﬁnancial statements

were approved. As part of this process the Board has identiﬁed key risks faced by the Company. The risks have been prioritised and a strategy has

been set out to deal with them. These risks are considered regularly and papers on these areas are reviewed at Board meetings.

The key features of the Group’s system of internal control are as follows:

•

clearly deﬁned organisational responsibilities and limits of authority;

ﬁnancial controls and review procedures;

ﬁnancial information systems including cash ﬂow, proﬁt and capital expenditure forecasts;

an Audit Committee which meets with the auditors at least twice a year and deals with any signiﬁcant internal control matter.

HELICAL BAR PLC REPORT AND ACCOUNTS 2002 47

Report on Remuneration

Directors’ remuneration
The Board recognises that directors’ remuneration is of legitimate concern to the shareholders and is committed to following current best practice.

The Company operates within a competitive environment and its performance depends on the individual contributions of the directors and employees.

The Remuneration Committee (“Committee”) has responsibility for making recommendations to the Board to determine the Company’s general policy

on remuneration and also speciﬁc packages for individual directors. It carries out the policy on behalf of the Board and meets at least twice a year.

The membership of the Committee is as follows:

J.P. Southwell (Chairman)

C.G.H. Weaver

A.R. Beevor

All members are independent non-executive directors. None of the Committee has any personal ﬁnancial interest in the matters to be decided (other

than as shareholders), potential conﬂicts of interest arising from cross-directorships nor any day-to-day involvement in running the business. The

Committee consults the Managing Director and Finance Director about its proposals and has access to professional advice from inside and outside

the Company.

Policy on executive directors’ remuneration
Executive remuneration packages are designed to attract, motivate and retain directors of the calibre necessary to maintain the Group’s position as a

market leader and to reward them for enhancing shareholder value and return. The performance measurement of the executive directors and the

determination of their annual remuneration package is undertaken by the Committee which consists solely of non-executive directors.

The remuneration packages of individual directors are structured so that the performance related elements form a signiﬁcant proportion of the total

and are designed to align their interests with those of the shareholders. Share options are designed so that they recognise the long-term growth of

the Company. No director has a service contract of more than one year.

There are four main elements of their remuneration package:

iii

basic annual salary and beneﬁts in kind;

annual bonus payments;

long-term incentives;

share option incentives.

Basic annual salary and beneﬁts in kind
Basic annual salaries for executive directors are reviewed having regard to individual performance and market practice. Executive directors’

basic salaries were last reviewed in September 1999. Beneﬁts in kind provided to executive directors include the provision of a company car and

health insurance.

48 HELICAL BAR PLC REPORT AND ACCOUNTS 2002
48 HELICAL BAR PLC REPORT AND ACCOUNTS 2002

Remuneration in respect of directors was as follows:

Chairman

J. P. Southwell

Non-executive directors

C.G.H. Weaver

A.R. Beevor

Former non-executive director

I.G. Butler

Executive directors

M.E. Slade

N.G. McNair Scott

G.A. Kaye

P.M. Brown

Salary/
Fees
£000

Beneﬁts
in kind
£000

Cash
bonuses
£000

Incentive
plan
£000

2002
Total
£000

2001
Total
£000

2002
Total
£000

2001
Total
£000

Pensions

–

510

190

225

190

–

1,600

1,000

–

1,370

456

1,906

664

2,299

1,672

2,334

808

3,735

1,809

1,210

103

2,600

2,738

6,651

8,816

–

The pension contributions were paid into a Small Self Administered Scheme. The assets of this money purchase scheme are administered by

trustees in a fund independent from the assets of the Group.

Gerald Kaye was the highest paid director during the year with a total remuneration of £2,299,000. (2001: Gerald Kaye, including the proﬁt on

exercise of share options during the year, £3,735,000).

Annual bonus payments
The Committee establishes the objectives which must be met for annual cash bonuses to be paid.

Performance related cash bonuses, which recognise the relative success of the different parts of the business for which the executive directors are

responsible, have been paid to Gerald Kaye, Development Director, and Michael Brown, Investment Director.

Long term incentive plan
At last year’s AGM, the Company obtained shareholder approval to introduce a new Incentive Plan. This Incentive Plan is designed to align the long

term motivations of the senior management team with the interests of shareholders and to link their remuneration to the performance of the Group’s

property portfolio. The Incentive Plan will operate over a ﬁve-year period and awards will vest annually subject to the achievement of similar

challenging performance targets to those which applied under the previous Executive Bonus Scheme. Under the terms of the Incentive Plan awards

will vest only if there is an increase in the net asset value of the Company and that increase is greater than that achieved by the upper quartile of the
Investment Property Databank Index for capital growth of all properties, an ungeared benchmark. Awards are calculated in bands with the amount of

the award increasing with the level of outperformance. Among other constraints, the Committee could restrict the awards if payment would affect the

ﬁnancial or trading position of the Group. The targets will be compared with the ungeared and geared performance of the Group’s property portfolio.

Awards will only vest if the Group’s performance, geared and ungeared, is in the top quartile. For disclosure purposes the vesting value of awards

has been included in remuneration.

Share options
The Company operated three share option schemes during the year.

The Senior Executive 1988 Share Option Schemes ceased to be able to grant options over new shares and shares held by the Helical Bar Employees

Share Ownership Plan Trust on 7 June 2001. Share options granted in respect of this scheme are included in note 21. Under this scheme options

only vest if the increase in the net asset value per share is greater than that achieved by the upper quantile of the Investment Property Databank

index for capital growth of all funds over a ﬁve year period.

The Helical Bar 1999 Share Option Scheme received shareholder approval on 16 February 1999. Under this scheme the aggregate market value of

shares issued or issuable to an individual under this and other option schemes may not exceed eight times his annual earnings. Share options
granted in respect of this scheme are included in note 21.

HELICAL BAR PLC REPORT AND ACCOUNTS 2002 49

Report on Remuneration continued

The Helical Bar 1999 Approved Share Option Scheme also received shareholder approval on 16 February 1999 and Inland Revenue approval in

March 1999. Under this scheme options up to a maximum value of £30,000 per individual may be granted, and options granted in respect of this

scheme are included in note 21.

The performance criteria of the two 1999 schemes require total shareholder return over a set period to exceed a certain percentile of the aggregate

performance of companies in the Property Sector Index of the FTSE All Share Index. For the approved scheme the relevant period is three years and

the 50th percentile. For the unapproved scheme the relevant period is ﬁve years and 25th percentile.

The directors’ interests in these Share Option Schemes during the year were as follows:

M.E. Slade
Senior Executive 1988 Share Option Scheme

Senior Executive 1988 Share Option Scheme

Helical Bar 1999 Share Option Scheme

Helical Bar 1999 Share Option Scheme
Helical Bar Approved 1999 Share Option Scheme

N.G. McNair Scott
Senior Executive 1988 Share Option Scheme

Helical Bar 1999 Share Option Scheme

Senior Executive 1988 Share Option Scheme

Helical Bar 1999 Share Option Scheme

Helical Bar 1999 Share Option Scheme
Helical Bar Approved 1999 Share Option Scheme

G.A. Kaye
Helical Bar 1999 Share Option Scheme

Helical Bar 1999 Share Option Scheme

Type

At Start
of year

Options
granted
in year

At end
of year

Exercise
price

Date from
which
exercisable

Expiry
date

Purchase

6,000

Purchase

400,000

Subscription

394,000

Subscription

493,221

Purchase
Subscription

148,000
6,779

–

–
–

6,000

452.5p

27.11.01

26.11.04

400,000

394,000

493,221

148,000
6,779

565.0p

10.07.02

09.07.05

452.5p

27.11.02

26.11.07

442.5p

08.03.04

07.03.09

750.0p
442.5p

18.12.05
08.03.02

17.12.10
07.03.09

1,448,000

– 1,448,000

Purchase

50,000

43,000

Subscription

250,000

Subscription

235,221

Purchase
Subscription

72,000
6,779

657,000

Purchase

50,000

Subscription

393,221

Purchase

127,000

–

–
–

–

452.5p

27.11.01

26.11.04

442.5p

08.03.04

07.03.09

412.5p

11.07.02

10.07.07

442.5p

08.03.04

07.03.09

750.0p
442.5p

18.12.05
08.03.02

17.12.10
07.03.09

50,000

43,000

250,000

235,221

72,000
6,779

657,000

50,000

442.5p

08.03.04

07.03.09

393,221

127,000

129,419
6,779

442.5p

08.03.04

07.03.09

750.0p

18.12.05

17.12.10

766.5p
442.5p

15.11.06
08.03.02

14.11.11
07.03.09

Helical Bar 1999 Share Option Scheme
Helical Bar Approved 1999 Share Option Scheme

Purchase
Subscription

–
6,779

129,419
–

577,000

129,419

706,419

P.M. Brown
Senior Executive 1988 Share Option Scheme

Senior Executive 1988 Share Option Scheme

Helical Bar 1999 Share Option Scheme

Purchase

100,000

Subscription

100,000

Subscription

293,221

Purchase

106,000

–

Helical Bar 1999 Share Option Scheme
Helical Bar Approved 1999 Share Option Scheme

Purchase
Subscription

–
6,779

100,418
–

100,000

293,221

106,000

100,418
6,779

452.5p

27.11.01

26.11.04

467.5p

29.09.02

28.09.07

442.5p

08.03.04

07.03.09

750.0p

18.12.05

17.12.10

766.5p
442.5p

15.11.06
08.03.02

14.11.11
07.03.09

606,000

100,418

706,418

The market price of the ordinary shares at 31 March 2002 was 790.0p (2001: 742.5p). This market price varied between 690.0p and 887.5p during

the year.

50 HELICAL BAR PLC REPORT AND ACCOUNTS 2002
50 HELICAL BAR PLC REPORT AND ACCOUNTS 2002

Special dividend
In order to compensate option holders for the payment of a special dividend or a distribution of capital, the Board has, under the terms of the Senior

Executive 1988 Option Scheme and the Helical Bar 1999 Share Option Scheme (‘the Schemes’), the authority to adjust the number of shares

subject to option or the exercise price of those options.

The Company is currently unable to increase the number of shares under option as the maximum number permitted has been reached. Accordingly,

the Board has considered an adjustment to the exercise price equal to the amount of the special dividend per share.

Such an adjustment would result in an increased national insurance cost to the Company. Accordingly, the Board has considered alternative ways

of compensating option holders and, as a result, the Company is to establish a fund which will compensate holders of options at the time the special

dividend was declared, on the dates they exercise their options by 100p a share, equivalent to the special dividend. At 31 March 2002 the amount

provided for was nil. At the current share price the Company will beneﬁt by a sum of £1.4m by using this route rather than reducing exercise prices.

Helical Bar Proﬁt Sharing Scheme
The Helical Bar Proﬁt Sharing Scheme is open to all employees and has operated since 1997. Under the terms of the scheme the Trustees purchase

shares in the Company and allocate them to all employees in accordance with the rules of the scheme.

On 21 June 2001, under the rules of the Scheme 14,171 shares were allocated to directors and employees of the Company.

The shares allocated to the directors of the Company were as follows:

M.E. Slade

N.G. McNair Scott

G.A. Kaye

P.M. Brown

On 21 June 2001
No. of
shares

919

Price

870.0p

Subject to the approval of shareholders at the AGM on 24 July 2002 the Company intends seeking Inland Revenue approval for a Share Incentive

Plan (“Plan”). This Plan will replace the Helical Bar Proﬁt Sharing Scheme which is unable to allocate any further shares to employees. Further

details of the Plan may be found in resolution 9 of the Notice of Meeting of the AGM.

Service contracts
The service contracts of each of the executive directors noted in table B on page 22 have a one year notice period.

Pension contributions
The Company makes annual contributions into a Small Self Administered Pension Scheme on behalf of Michael Slade and Nigel McNair Scott.

Non-executive directors
The remuneration of the non-executive directors is determined by the Board within the limits set out in the Articles of Association and was last
increased in April 2000. Non-executive directors do not participate in any of the Company’s share option schemes. Non-executive directors do not

have a contract of service.

HELICAL BAR PLC REPORT AND ACCOUNTS 2002 51

Financial Calendar

Year ended 31 March 2002
Annual General Meeting to be held

Final ordinary dividend payable

24 July 2002

25 July 2002

Half year ending 30 September 2002
Results and interim ordinary dividend announced

Interim ordinary dividend payable

November 2002

December 2002

Year ending 31 March 2003
Results and ﬁnal dividend announced

Final ordinary dividend payable

June 2003

July 2003

Advisors

Registrars
Capita IRG Plc
Bourne House

Joint stockbrokers
Cazenove & Co
12 Tokenhouse Yard

Merchant bankers
Lazard Bros & Co Ltd
21 Moorﬁelds

34 Beckenham Road

London EC2R 7AN

London EC2P 2HT

Beckenham

Kent BR3 4TU

Credit Lyonnais

Securities Europe (UK)

Solicitors
Ashurst Morris Crisp

Broadwalk House

5 Appold Street

London EC2A 2DA

Clifford Chance

Dechert

Lawrence Graham

Mishcon de Reya

Norton Rose

Olswang

Auditors
Grant Thornton
Grant Thornton House

Melton Street

Euston Square

London NW1 2EP

Bankers
Barclays Bank plc
Credit Lyonnais

HVB Real Estate

National Westminster

Bank plc

The Royal Bank of

Scotland plc

Aareal Bank AG

52 HELICAL BAR PLC REPORT AND ACCOUNTS 2002
52 HELICAL BAR PLC REPORT AND ACCOUNTS 2002

Corporate Statement

The Meadows, Camberley

Designed and produced by Loewy Group +44 (0)20 7798 2000

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Helical Bar
Public Limited Company

Report and Accounts 2002

Registered ofﬁce
11-15 Farm Street
London W1J 5RS