MOUNTVIEW ESTATES P.L.C.
REPORT AND ACCOUNTS
2010
This document is important and requires your immediate attention.
If you are in any doubt as to any aspect of the proposals referred to in this document or the action you should
take, you should consult a stockbroker, solicitor, accountant or other appropriate independent professional adviser
authorised under the Financial Services and Markets Act 2000.
If you have sold or transferred all of your shares in Mountview Estates P.L.C., you should at once forward this
document and the accompanying Form of Proxy to the stockbroker, bank or other agent through whom the sale
or transfer was effected for transmission to the purchaser or transferee.
Notice of the Annual General Meeting of the Company to be held at the offices of Norton Rose LLP, 3 More London
Riverside, London SE1 2AQ is set out on pages 57 to 59 of this document. To be valid for use at the Meeting, the
enclosed Form of Proxy should be completed and returned, in accordance with the instructions thereon, to Capita
Registrars (Proxies), The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and, in
any event, so as to arrive no later than 48 hours before the time of the Meeting.
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CONTENTS
Page
Financial Highlights 2
Chairman’s Statement 3
Review of Operations 4
Directors and Advisers 7
Report of the Directors 8
Statement of Directors’ Responsibilities 12
Corporate Governance 13
Remuneration Report 16
Consolidated Income Statement 18
Consolidated Statement of Financial Position 19
Consolidated Statement of Changes in Equity 20
Consolidated Cash Flow Statement 21
Consolidated Statement of Comprehensive Income 22
Notes to the Consolidated Financial Statements 23
Independent Auditors’ Report to the Members of Mountview Estates P.L.C. 43
Mountview Estates P.L.C. – parent company balance sheet prepared under UK GAAP 45
Notes to the parent company balance sheet prepared under UK GAAP 46
Independent Auditors’ Report to the Members of Mountview Estates P.L.C.
(Parent company prepared under UK GAAP) 53
Table of Comparative Figures 54
Summary of the proposed changes to the Company’s Articles of Association 55
Notice of Meeting 57
Shareholders’ Information 60
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FINANCIAL HIGHLIGHTS
2010 2009 Increase
£ £ %
Turnover (millions) 56.7 53.6 5.8
Gross Profit (millions) 34.5 25.9 33.2
Profit Before Tax (millions) 29.3 13.1 123.7
Profit Before Tax excluding investment
properties revaluation (millions) 27.1 16.3 66.3
Equity Holders’ Funds (millions) 203.1 187.5 8.3
Earnings per share (pence) 554.8 241.0 130.2
Net assets per share 52.1 48.1 8.3
Dividend per share (pence) 165 155 6.5
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CHAIRMAN’S STATEMENT
It has been a very encouraging year:
• Turnover up by 5.8 per cent.
• Gross Profit up by a third.
• Profit Before Tax more than doubled.
• Earnings per share up by more than 130 per cent.
• Proposed final dividend up by 10 pence per share giving an annual increase of 6.5 per cent.
These are the sort of figures which one would imagine could only be achieved against the backdrop
of a strong and thriving economy but they have in fact been achieved in a very poor financial climate.
As the General Election approached various artificial stimuli had been put in place. Of these only
low interest rates continue and this may not be for long.
This statement which was released on 24 June 2010 was necessarily written before the new
government’s first budget statement and so I could not know what further difficulties might be
imposed upon us. We know now that Corporation Tax is to be reduced each year for four years which
may benefit the Company but we know also that everyone will probably have less disposable income
which may influence the strength of the housing market.
However I believe that the Company is very soundly positioned to survive the difficult times that
may lie ahead and indeed to take advantage of the opportunities that may arise. During the year the
Company has reduced its long-term borrowings by £23 million and has further reduced them since
1 April. I believe that during the next twelve months and more the Company will be presented with
opportunities to make the asset purchases that will serve it well for years to come.
My staff and colleagues have worked hard and are to be congratulated on the results achieved. I am
happy that on the strength of these results it has been possible to be more generous with bonuses this
year. I am also happy that these results make it possible to recommend an increased final dividend.
The final dividend of 115 pence per share in respect of the year ended 31 March 2010 recommended
by your Board is payable on 16 August 2010 to shareholders on the Register of Members as at 16 July
2010. This will make a total dividend for the year ended 31 March 2010 of 165 pence per share which
is more than three times covered by the earnings per share.
D.M. SINCLAIR
Chairman
15 July 2010
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REVIEW OF OPERATIONS
1. RESIDENTIAL PROPERTIES
The Group’s business model is simple. We are a property trading company buying tenanted properties
at a discount to notional vacant possession value and selling them when they become vacant.
Categories of Property held as trading stock
The Group trades in the following categories:
Regulated tenanted (residential) units
Ground rent units
Life tenancy units
A unit is a property, however large or small, whether freehold or leasehold, which is held subject to
one tenancy.
Analysis of the Group Trading portfolio by type as at 31 March 2010
No of units Cost
£m
Regulated Tenancies 2,251 230.9
Ground Rents 1,100 1.7
Life Tenancies 366 24.3
Analysis of the Group Trading portfolio at the lower of cost and estimated net realisable value by
geographical location as at 31 March 2010
Regulated Ground Rents Life Tenancies Portfolio
£m £m £m %
London (North) 58.7 0.7 0.2 23.2
London (South) 85.0 0.8 1.1 33.8
Kent, Surrey, Sussex, Dorset
Hampshire, I.O.W 21.8 0.03 5.9 10.8
Herts, Essex, Beds, Bucks,
Oxon, Camb, Norfolk, Suffolk,
Berks, Middx, Northants 40.1 0.1 6.8 18.3
Remainder of England and Wales 25.3 0.03 10.3 13.9
The Company’s modus operandi is to buy tenanted residential property and sell it when it becomes
vacant. Regulated investments which are characterised by early possession with rental returns
below market value and high margin on sale are becoming increasingly short in supply. Life tenancy
stock has nominal rental income, is bought at a greater discount to vacant possession value and has
a higher margin on sale. In addition, the maintenance of the property is usually the responsibility of
the life tenant.
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REVIEW OF OPERATIONS
1. RESIDENTIAL PROPERTIES (continued)
During the financial year the Group has sold the following number of units:
Sales Price (£) No of units Location
1 million+ 4 London
500,000-1 million 11 London and other
below 500,000 222 London and other
237
Analysis of acquisitions
Year ended
No of 31.03.2010
units Cost
£’000
Regulated tenancies 11 2,679
Life tenancies 1 455
Ground rents (or created) 78 248
90 3,382
The above analysis does not include legal and commission expenses directly related to the acquisition
of properties or any repairs of a capital nature.
The Group residential trading properties are carried in the balance sheet at the lower of cost and net
realisable value. In assessing the net realisable value the Group compares the net sales proceeds which
the Group expects on the sale of property with the vacant possession value.
The Company has benefited from good market conditions. Over the past year we have achieved
premium prices for properties, especially in sought-after areas such as Belsize Park and the West End
of London.
Based on sales made during the financial year, the Directors do not consider that any stock write down
is necessary in respect of its properties. This is in contrast to last year’s reduction in stock value relating
to the Magdalen Estate Portfolio. Trading conditions in the early part of this financial year have not
been easy, but we have achieved sales of £42 million (2009: £39 million) demonstrating the liquidity of
the portfolio. The average sales price achieved was £177,215 (2009: £161,360).
In order to achieve a reduction in finance costs and long term loans, we significantly reduced
acquisition spending to £3.3 million (2009: £15.7 million).
Rental Income
The Company’s rental income is derived from five different sources:
• Regulated tenancies
• Assured tenancies
• Assured shorthold tenancies
• Life tenancies
• Ground rents
Where possible we still target those properties where the rent is capped and expenditure on
improvements and the provision of missing amenities leads to substantial increases in rental income.
The operating contribution from the core business (comprising profits on sale of trading properties and
rental income) are analysed in Note 4 on page 30.
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REVIEW OF OPERATIONS
2. INVESTMENT PROPERTIES
The analysis of the investment portfolio as at 31 March 2010 is as follows:
Louise Goodwin Limited 50 units
A.L.G. Properties Limited 11 units
All the properties are located in Belsize Park, London NW3.
Mountview Estates P.L.C. purchased the investment companies in 1999. They are the only significant
departures from the Company’s normal activities.
During the financial year, we disposed of three units for a total of £1.9 million.
Outlook
Where units become vacant we are prepared to refurbish the properties and sell them by private treaty
to discerning purchasers who actively seek new homes in this prestigious area.
Valuation
The properties comprised within the investment portfolio have been revalued externally for the
purpose of these accounts. The value attributed to each individual property reflects the change in its
condition where appropriate and any adjustment resulting from changes in market circumstances.
Details of the valuation of the investment portfolio are disclosed on page 35.
Prospects for the Group
Since the end of the financial year we are continuing to sell properties and we are pleased with the
results achieved. Given our refinancing and the reduction in long term borrowings, we believe that
we are in a strong position to take advantage of any prime purchasing opportunities which may arise
in the near future.
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DIRECTORS AND ADVISERS
Executive Directors
D.M. Sinclair FCA (Chairman)
Joined the Company as Company Secretary in 1977, became a Director on 1 January 1982 and succeeded
his late father as Chairman on 5 June 1990. Fellow of the Institute of Chartered Accountants in England
and Wales.
K. Langrish-Smith
Joined the Company in 1974 and became a Director on 1 January 1982.
Miss J.L. Murphy
Joined the Company in 1990 as an assistant to the late Frank Sinclair and became a Director on
1 September 1995.
Mrs. M.M. Bray FCCA
Joined the Company in 1996 and became Company Secretary. Became a Director on 1 April 2004. Fellow
of the Association of Chartered Certified Accountants.
Non-Executive Directors
J.B. Fulton FCA
Joined the Company as a Non-Executive Director on 1 January 2007. Fellow of the Institute of
Chartered Accountants in England and Wales. He has held senior financial roles in multinational
companies.
J.A.N. Laing FRICS
Joined the Company as a Non-Executive Director on 1 January 2009. Fellow of the Royal Institution
of Chartered Surveyors. Retired as a partner from Strutt and Parker Property Consultants and Estate
Agents in April 2009 but remains as a consultant.
J.P. Hall
Joined the Company as a Non-Executive Director on 1 December 2000. He was the Chief Executive
of Brewin Dolphin Holdings PLC from 1987 to September 2007. Mr. J.P. Hall retired from the Board
at the Annual General Meeting 2009.
Secretary and Registered Office
Mrs. M.M. Bray FCCA
Mountview House, 151 High Street, Southgate, London N14 6EW
Bankers
HSBC Bank Plc, 60 Queen Victoria Street, London EC4N 4TR
Barclays Bank Plc, One Churchill Place, London E14 5HP
Auditors
BSG Valentine
Lynton House, 7-12 Tavistock Square, London WC1 H9B
Solicitors
Norton Rose LLP
3 More London Riverside, London SE1 2AQ
Registrars and Transfer Office
Capita Registrars
The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU
Brokers
Brewin Dolphin Securities Ltd
12 Smithfield Street, London EC1A 9BD
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REPORT OF THE DIRECTORS
The Directors have pleasure in presenting to the Members their Seventy-Third Annual Report together
with the Financial Statements for the year ended 31 March 2010.
1. RESULTS AND DIVIDENDS
The Results for the year are set out in the Income Statement on page 18.
The Directors recommend the payment of a final dividend of 115 pence per share. The dividend
will be paid on 16 August 2010 subject to approval at the A.G.M. on 11 August 2010 to
Shareholders on the register at the close of business on 16 July 2010.
2. ACTIVITIES
The principal activities of the Company and its Subsidiary undertakings are as follows:
Parent Company
Mountview Estates P.L.C. Property Dealing
Subsidiary undertakings (wholly owned)
Hurstway Investment Company Limited Property Dealing
Louise Goodwin Limited Property Investment
A.L.G. Properties Limited Property Investment
3. REVIEW OF BUSINESS AND PROSPECTS
Details of the Group’s performance during the year and expected future developments
are contained in the Chairman’s Statement and the Review of Operations on pages 4
to 6.
In addition the Group has established the following Financial and Internal
Performance Indicators:
Financial Key Performance Indicators
2010 2009
growth % growth %
Turnover 5.8 (1.2)
Profit before tax excluding
investment properties revaluations 66.3 (41.2)
Earnings per share 130.2 (54.5)
Net assets per share 8.3 (0.2)
The Directors consider that there are no significant non-financial indicators in existence.
Internal Performance Measures
2010 2009
£’000 £’000
Administrative expenses as
percentage of revenue 7.1% 7.0%
Administrative expenses per member of staff 150 140
Profit before tax per member of staff 1,100 484
In the current economic climate, the impact of the credit crunch has caused a slowdown in the
rate of house price growth and a strong decline in levels of mortgage approvals.
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REPORT OF THE DIRECTORS
3. REVIEW OF BUSINESS AND PROSPECTS (continued)
Risk review
The key risks to the Group’s business are:
(cid:2) long-term downturn in the UK housing market
Our residential portfolio consists mainly of low value units spread over high demand areas
of London and the South East. The majority of our properties are of relatively low value,
which are still affordable even during a market slowdown. Our investment portfolio is
located in the highly desirable area of Belsize Park.
(cid:2) significant fluctuations in interest rates
The Company has entered into an Interest Rate Swap Agreement, for a period of 5 years in
2008 on its £40 million loan in order to reduce its exposure to interest rate fluctuations.
(cid:2) a lack of availability of finance
We are reducing our still modest level of gearing and improving liquidity by cutting back on
purchases and repaying loans.
(cid:2) long term worldwide recession
The shrinking of the UK economy combined with the worsening economic outlook and higher
unemployment may affect the prices obtained from the sale of properties.
4. ROTATION OF DIRECTORS
In accordance with the Company’s Articles of Association, Mr. D.M. Sinclair and Mr. K. Langrish-
Smith retire from the Board by rotation and being eligible, offer themselves for re-appointment.
Resolutions for their re-appointment will be proposed at the Annual General Meeting.
5. SHARE CAPITAL
The authorised share capital of the Company as at 31 March 2010 was £250,000 divided into
5,000,000 Ordinary Shares of 5 pence of which 3,899,014 were in issue.
The rights and obligations attaching to the Company’s shares, as well as the powers of the
Company’s directors, are set out in the Company’s Articles of Association, a copy of which can
be viewed on the Company’s website at www.mountviewplc.co.uk
The Company’s Articles of Association can only be amended by special resolution of
the shareholders.
6. DIRECTORS’ INTERESTS IN SHARE CAPITAL
The number of Ordinary Shares in the Company in which the Directors and their families were
interested is as follows:
31 March 1 April
2010 2009
Ordinary Shares of 5p each
Mr. D.M. Sinclair including the following holding of 535,883 535,883
Sinclair Estates Limited – 54,165
Mr. D.M. Sinclair is a Director of the above company
Mr. K. Langrish-Smith 307,000 304,225
Miss J.L. Murphy 1,500 1,500
Mrs. M.M. Bray 12,302 11,477
Mr. J.P. Hall (retired at the last AGM) – 2,000
All the above interests are beneficial.
There have been no changes in the interests of Directors in the share capital of the Company
between 31 March 2010 and 12 July 2010.
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REPORT OF THE DIRECTORS
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7. NOTIFIABLE INTERESTS IN SHARE CAPITAL
As at 12 July 2010, the following disclosures of major holdings of voting rights have been made
(and have not been amended or withdrawn) to the Company pursuant to the requirements of
Disclosure and Transparency Rule 5:
Ordinary Shares % of Issued
of 5p each Share Capital
Mr. Phillip Trevor Wheater FDSGS Acct and
Mrs. Daphne Sinclair and Mr. Alistair James Sinclair 633,780 16.25
Mr. Geoffrey Wilfred Bew Todd and Mr. Stephen
Robin Oldfield Trustees of W.D.I. Sinclair
Grandchildren Settlement 179,400 4.60
Estate of Mrs. Doris Sinclair 118,100 3.03
Mrs. M.A. Murphy 596,745 15.31
Mrs. A. Williams 145,450 3.73
Mrs. S. Simpkins 138,750 3.56
8. ENVIRONMENTAL MATTERS AND SOCIAL/COMMUNITY ISSUES
Given the size of the Company and the nature of its business as a property trading company,
the Company does not currently have any policies in place in relation to environmental, social
or community issues.
9. EMPLOYEES
The Company provides regular training for its employees relating to the software used in the
business, in order to ensure the ongoing development of each employee’s skills and knowledge.
A great number of our employees have worked for the Company for many years and there is
very little turnover of staff.
10. SIGNIFICANT AGREEMENTS
Certain banking agreements to which the Company is a party (described in Note 19 to the
Consolidated Financial Statements) alter or terminate upon a change of control of the Company
following a takeover bid.
There are no other significant agreements to which the Company is a party that take effect, alter
or terminate upon a change of control of the Company following a takeover bid.
There are no contractual or other agreements or arrangements in place between the Company
and third parties which, in the opinion of the Directors, are essential to the business of
the Company.
11. DIRECTORS’ INTERESTS IN CONTRACTS
There was no Contract in existence during or at the end of the financial year in which a Director
of the Company is, or was, materially interested, and which is or was significant in relation to
the Company’s business.
12. DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE
The Company purchases liability insurance covering the Directors and Officers of the Company
and its Subsidiary undertakings.
13. POLICY ON THE PAYMENT OF CREDITORS
The Company’s policy in respect of all its suppliers is to settle the terms of payment when
agreeing the terms of each transaction. The Company also ensures that the suppliers are made
aware of the terms of payment and abide by them.
REPORT OF THE DIRECTORS
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13. POLICY ON THE PAYMENT OF CREDITORS (continued)
Trade creditors existing at 31 March 2010 relating to purchases of property stock generally
complete 28 days after exchange of contracts. Other trade creditors were settled, on average,
21 days after incurring the liability (2009: 21 days).
14. REMUNERATION POLICY
The Company’s Shareholders will be asked to approve the Remuneration Report contained in
the Annual Report and Accounts at the Annual General Meeting to be held on 11 August 2010
and a resolution is drafted accordingly.
15. CORPORATE GOVERNANCE
The Directors’ statement on corporate governance is set out on pages 13 to 15.
16. HEALTH AND SAFETY
The Group is committed to achieving a high standard of health and safety. The Group regularly
reviews its health and safety policies and practices to ensure that appropriate standards
are maintained. The gas supply and appliances within all of the Group’s relevant residential
properties are independently inspected under the Gas Safety (Installation and Use) Amended
Regulations 1996 and certificates of compliance issued.
17. DONATIONS
During the year the Group made charitable donations of £24,500 (2009: £19,065).
There were no political donations (2009: £nil).
18. GOING CONCERN BASIS
The Directors continue to adopt the going concern basis in preparing the accounts.
The financial position of the Group including key financial ratios is set out in the Review of
Business and Prospects.
The Group is historically profitable, has considerable liquidity and recently reviewed its long
term borrowing facilities with the banks. As a result, the Directors believe the Group is very well
placed to manage its business risks successfully and have a good expectation that both the
Company and the Group have adequate resources to continue their operations. Further detailed
information is set out on pages 27 and 37.
19. POST BALANCE SHEET EVENTS
There are no material events that have occurred subsequent to the period end that
require disclosure.
20. AUDITORS
Messrs. BSG Valentine have indicated their willingness to continue in office and a resolution for
the reappointment of BSG Valentine as auditors for the ensuing year will be proposed at the
Annual General Meeting.
By Order of the Board
M.M. BRAY
Secretary
Mountview House
151 High Street
Southgate
London N14 6EW
15 July 2010
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STATEMENT OF DIRECTORS’ RESPONSIBILITIES
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The Directors are responsible for preparing the Annual Report and the Group financial statements in
accordance with the applicable law and International Financial Reporting Standards as adopted by
the European Union. In addition the Directors are responsible for preparing the Parent Company
accounts in accordance with UK GAAP.
Company law requires the Directors to prepare financial statements for each financial year, which give
a true and fair view of the state of affairs of the Company and the Group and of the profit or loss for
that period. In preparing these financial statements, the Directors are required to:
select suitable accounting policies and then apply them consistently;
(cid:2)
(cid:2) make judgements and estimates that are reasonable and prudent;
(cid:2)
(cid:2)
state that the financial statements comply with IFRS’s as adopted by the European Union;
prepare the financial statements on the going concern basis unless it is inappropriate to presume
that the Group will continue in business.
The Directors are responsible for keeping proper accounting records which disclose with reasonable
accuracy at any time the financial position of the Company and the Group and to enable them to ensure
that the financial statements comply with the Companies Act 2006 and, as regards the Group financial
statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the
Company and the Group and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
In so far as the Directors are aware:
(cid:2)
(cid:2)
there is no relevant audit information of which the Company’s auditors are unaware; and
the Directors have taken all steps that they ought to have taken to make themselves aware of any
relevant audit information and to establish that the auditors are aware of that information.
The Directors confirm to the best of their knowledge:
(cid:2)
(cid:2)
the consolidated financial statements, which have been prepared in accordance with United
Kingdom law and the International Financial Reporting Standards (IFRSs) and in accordance
with rule 4.1.12(3)(a) of the Disclosure and Transparency Rules, have been prepared in accordance
with the applicable set of accounting standards and give a true and fair view of the assets,
liabilities and financial position and profit or loss of the Group and the undertakings included in
the consolidation taken as a whole; and
the Management Report represented by the Directors’ Report has been prepared in accordance
with rule 4.1.12(3)(b) of the Disclosure and Transparency Rules, and includes a fair review of the
development and performance of the business and the position of the Group and the undertakings
included in the consolidation taken as a whole, together with a description of the principal risks
and uncertainties the Group faces.
The Directors are responsible for the maintenance and integrity of the Group website
www.mountviewplc.co.uk.
By Order of the Board
M.M. BRAY
Secretary
Mountview House
151 High Street
Southgate
London N14 6EW
15 July 2010
CORPORATE GOVERNANCE
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The Financial Reporting Council (FRC) published a new version of the Combined Code in June 2008.
This is applicable to the Company for the reporting year commencing 1 April 2009. The Board
is satisfied that as a “small company” outside the FTSE 350 it would currently meet most of
the requirements.
Mountview Estates P.L.C. is a family controlled Company. There is a concert party in existence,
whose net aggregate shareholdings amount to approximately 53 percent of the issued share capital
of the Company.
Throughout the year ended 31 March 2010 the Company has been in compliance with the Code
provisions set out in Section 1 of the June 2008 FRC Combined Code on Corporate Governance with
certain exceptions noted below:
(cid:2)
A2.1 requires justification for combining the posts of Chairman and Chief Executive Officer. There
is no formal division of responsibilities but neither the Chairman nor any other member of the
Board has unfettered powers of decision.
Given the size of the Company, there is no formal nomination of a senior independent director.
The Board
As at the year ended 31 March 2010 the Board comprised the Chairman, Mr. D.M. Sinclair, three
executive Directors and two non-executive Directors. All Directors have access to independent
professional advice at the expense of the Company and to the services of the Company Secretary who
is responsible to the Board for ensuring the correct procedures are followed.
In addition to ad-hoc meetings arranged to discuss particular transactions and events, the full Board
meets at least four times a year and retains full and effective control over the Group’s activities.
Meetings Mr. D.M. Mr. K. Miss J.L. Mrs. M.M. Mr. J.P. Mr. J.B. Mr. J.A.N.
Sinclair Langrish- Murphy Bray Hall Fulton Laing
Smith
Full Board 4 4 4 4 1 4 4
Audit Committee 2 – – 2 – 3 3
Remuneration
Committee 1 – – – – 2 2
Day to day management is delegated to the Executive Board which focuses on major transactions,
business growth, strategy, cash management and control.
There is regular communication with the Non-Executive Directors in order to keep them informed on
the Company’s operations.
All members of the Board are subject to the re-election provisions of the Articles which require them
to offer themselves for re-election at least once every three years and, on appointment, at the first
Annual General Meeting (AGM) after appointment. Details of those directors offering themselves for
re-appointment are set out in the Directors’ Report on page 9.
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CORPORATE GOVERNANCE
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Going concern
The Group’s business activities together with the factors likely to affect its future development, position
performance and position are set out in the Notes to the Accounts on pages 27 and 28.
The financial position of the Group, its cash flow, liquidity position and borrowing facilities, are
described on page 37.
The Board is confident that the Company have adequate resources to continue in existence for the
foreseeable future. For this reason the Group continue to adopt the going concern basis in preparing
the accounts.
Directors – performance evaluation
The Board is of the opinion that the Directors’ performance is continuously evaluated throughout
the year.
Any areas of concern are addressed during our regular management or Board meetings. Each of the
Directors is responsible for his/her self-appraisal process in respect of their individual performance
during the year. This is in turn discussed with the members of the Remuneration Committee who
also review the performance of the Board as a whole.
Remuneration Committee
The Remuneration Committee comprises Mr. J.B. Fulton (non-executive Director) and Mr. J.A.N. Laing
(non-executive Director). The Committee, which is chaired by Mr. J.A.N. Laing, monitors, reviews and
makes recommendations to the Board on all elements of the remuneration of the executive Directors.
The Committee meets twice a year.
Mr D.M. Sinclair, the Chairman of the Company, is invited by the Remuneration Committee members
to attend one meeting or part of any meeting as and when appropriate.
No Director is involved in deciding his/her own remuneration and the remuneration of the non-
executive Directors is determined by the full Board.
The report of Directors’ Remuneration is set out on pages 16 to 17.
Nomination Committee
The Nomination Committee is responsible for the selection and approval of appointments to the Board.
Given the small size of the Company the Chairman of the Nomination Committee is Mr. D.M. Sinclair
and all the Directors of the Company are members. There were no meetings during the year.
Audit Committee
The Audit Committee comprises Mr. J.B. Fulton (non-executive Director) and Mr. J.A.N. Laing (non-
executive Director). The Committee, which is chaired by Mr. J.B. Fulton, has clear terms of reference
agreed by the Board and is responsible for ensuring that the Group’s system of financial control is
adequate. It also keeps under review the cost effectiveness of the audit and the independence and
objectivity of the auditors.
This includes the approval of any non-audit service fees above a relatively normal level.
The Committee is satisfied that the taxation services provided by BSG Valentine is overseen by partners
and staff who are excluded from the audit procedure.
Mr D.M. Sinclair and Mrs M.M. Bray attended two of the meetings held by the Audit Committee.
The Committee meets three times a year and one of these meetings is with the external auditors without
an executive director in attendance. The Chairman of the Audit Committee reports to the Board on
matters discussed with external auditors. The Audit Committee monitors the integrity of the financial
statements and reviews the interim and annual financial statements before submission to the Board.
Further the Committee seeks to ensure that the external auditors are independent.
CORPORATE GOVERNANCE
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Mr. J.B. Fulton is a Fellow of the Institute of Chartered Accountants in England and Wales.
The Audit Committee has satisfied itself that the Company complies with the principles set out in the
Smith Report.
Communications with Shareholders
The Company communicates with its shareholders by way of the Annual Reports and Accounts and
half yearly interim reports. Investors may use the Company’s Annual General Meeting to communicate
with the Board. The Board including the non-executive Directors is available throughout the year to
listen to the views of Shareholders.
Risk Management
Details of this are included in Note 3 in the Report of the Directors on pages 8 and 9.
Internal Financial Control
An ongoing process for identifying, evaluating and managing the significant risks faced by the Group
was in place throughout the period from 1 April 2009 to the date of approval of the Annual Report
and Accounts. This process is regularly reviewed by the Board and accords with the Internal Control
Guidance for Directors in the Combined Code.
The Directors are responsible for establishing and maintaining the Group’s system of internal financial
control. Internal control systems in any group are designed to meet the particular needs of that group
and the risks to which it is exposed, and by their nature can provide reasonable but not absolute
protection against material misstatement or loss. Due to its size, the Group does not have an internal
audit function. The key procedures which the Directors have established with a view to providing
effective internal financial control are as follows:
Identification of Business Risks – The Board is responsible for identifying the major business risks
faced by the Group, such as fluctuations in interest rates, inflation rates, fluctuations in consumer
spending, employment levels and for determining the appropriate course of action to manage
those risks.
Management Structure – The Board has overall responsibility for the Group and there is a formal
schedule of matters specifically reserved for decision by the Board.
Corporate Accounting – Responsibility levels are communicated throughout the Group as part of the
corporate accounting procedures. These procedures set out authorisation levels, segregation of duties
and other control procedures.
Quality and Integrity of Personnel – The integrity and competence of personnel is ensured through
high recruitment standards and close Board supervision.
Monitoring – Internal financial control procedures are reviewed by the Board as a whole. These reviews
embrace the provision of regular information to management, and monitoring of performance and
key performance indicators.
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REMUNERATION REPORT
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UNAUDITED INFORMATION
Remuneration Committee
The Remuneration Committee, as constituted by the Board is responsible for the determination of
the remuneration of the executive Directors of Mountview Estates P.L.C. The Board as a whole
considers the remuneration of the non-executive Directors. External advisors were not used in the year
under review.
Remuneration Policy
The Group operates in a competitive environment. In forming its policy on remuneration the Group
aims to set reward packages which enable the Group to attract, retain and motivate executives with
the appropriate skills and experience.
The Remuneration Committee has developed the following specific remuneration package consisting
of two elements.
(cid:2)
(cid:2)
Basic salary and benefits – the fixed part of the package
Annual discretionary bonuses
Basic salaries and benefits in kind for each executive Director are reviewed on an annual basis by the
Remuneration Committee, which takes into account individual responsibilities, experience and
performance as well as competitive market practice. Benefits include the provision of a car, private
medical health insurance and life insurances.
Directors have the choice of the use of a company car or a cash alternative.
All members of staff benefit from health and life insurances.
The Group does not operate any share option scheme.
Bonuses are recommended by the Committee and approved by the Board having regard to the
performance of the Group and the executive Directors during the year. In assessing corporate
performance the Remuneration Committee takes into account the Group’s corporate performance
within the property sector.
Non-Executive Directors
Each non-executive Director receives fees of £24,000 per annum. The non-executive Directors are not
entitled to bonuses, benefits or pension contributions.
Pensions
The Company contributes 5% of the total of the executive Directors’ gross annual salaries and bonuses to
a Stakeholder Pension Scheme. This scheme is available to all employees of the Company.
Performance Graph
The graph below is prepared in accordance with The Directors’ Remuneration Report Regulations 2002
and illustrates the Company’s performance compared to a broad equity market index over the past
five years. As the Company is a constituent of the FTSE All-Share Real Estate Index, that index is
considered the most appropriate form of broad equity market index against which the Company’s
performance should be plotted. Performance is measured by Total Shareholder Return as represented
by share price performance and dividend.
Single Sum Total Return, Tax Default, in GBP, 100 invested
200
175
150
125
100
75
50
25
FTSE All Share/Real Estate
Invest & Svcs TR (IN)
Mountview Estates (EQ)
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1826 Days From 31/03/2005 To 31/03/2010
The graph looks at the value of £100 invested in Mountview Estates P.L.C. on 31 March each year
compared to the value of £100 invested in the FTSE All-Share Real Estate Index.
REMUNERATION REPORT
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AUDITED INFORMATION
Pensions
Benefits Contri-
Salary Bonus in kind butions Total
2010 £000 £000 £000 £000 £000
Executive
D.M. Sinclair 250 240 38 24 552
K. Langrish-Smith 150 80 24 11 265
Miss J.L. Murphy 180 150 11 16 357
Mrs M.M. Bray 212 165 – 18 395
Non-Executive
J.P. Hall 10 – – – 10
J.B. Fulton 24 – – – 24
J.A.N. Laing 24 – – – 24
850 635 73 69 1,627
Pensions
Benefits Contri-
Salary Bonus in kind butions Total
2009 £000 £000 £000 £000 £000
Executive
D.M. Sinclair 250 200 39 21 510
K. Langrish-Smith 150 65 24 10 249
Miss J.L. Murphy 180 120 13 14 327
Mrs M.M. Bray 200 135 – 15 350
Non-Executive
J.P. Hall 24 – – – 24
J.B. Fulton 24 – – – 24
J.A.N. Laing 6 – – – 6
834 520 76 60 1,490
Service Contracts
Each of the executive Directors who served during the year has a service agreement, which can be
terminated on one year’s notice by either party.
Approval
An Ordinary Resolution to approve this report will be proposed at the Annual General Meeting of
the Company.
This report was approved by the Board on 15 July 2010.
J.A.N. Laing
Chairman of the Remuneration Committee
18
CONSOLIDATED INCOME STATEMENT
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for the year ended 31 March 2010
Year Year
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31.03.2010 31.03.2009
Notes £000 £000
REVENUE 4 56,697 53,599
Cost of sales 4 (22,191) (27,657)
GROSS PROFIT 34,506 25,942
Administrative Expenses (4,046) (3,767)
Operating profit before changes in fair value
of investment properties 30,460 22,175
Increase/(Decrease) in fair value of investments 2,142 (3,210)
PROFIT FROM OPERATIONS 32,602 18,965
Finance costs 8 (3,347) (5,906)
Income from investments 9 – 3
PROFIT BEFORE TAXATION 29,255 13,062
Taxation – current (7,969) (4,864)
Taxation – deferred 349 1,191
Taxation 10 (7,620) (3,673)
PROFIT ATTRIBUTABLE TO
EQUITY SHAREHOLDERS 21,635 9,389
Basic and diluted earnings per share (pence) 12 554.8 241.0
The notes on pages 23-42 are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
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Company number: 328020
as at 31 March 2010
As at As at
31.03.2010 31.03.2009
Notes £000 £000
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 13 2,422 2,567
Investment properties 14 32,872 32,195
35,294 34,762
CURRENT ASSETS
Inventories of trading properties 16 256,964 268,806
Trade and other receivables 17 1,197 660
Cash and cash equivalents 443 840
258,604 270,306
TOTAL ASSETS 293,898 305,068
EQUITY AND LIABILITIES
Capital and reserves attributable to
equity holders of the company
Share capital 22 195 195
Capital redemption reserve 23 55 55
Capital reserve 23 25 25
Other reserves 23 56 56
Cash flow hedge reserve 21 (3,640) (3,614)
Retained earnings 24 206,366 190,773
203,057 187,490
NON-CURRENT LIABILITIES
Long-term borrowings 19 65,000 88,000
Deferred tax 20 8,157 8,506
73,157 96,506
CURRENT LIABILITIES
Bank overdrafts and loans 19 8,876 13,026
Trade and other payables 18 1,355 2,055
Current tax payable 3,813 2,377
Derivative financial instruments 21 3,640 3,614
17,684 21,072
TOTAL LIABILITIES 90,841 117,578
TOTAL EQUITY AND LIABILITIES 293,898 305,068
Approved by the Board on 15 July 2010.
D. M. SINCLAIR Chairman K. LANGRISH-SMITH Director
The notes on pages 23-42 are an integral part of these consolidated financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
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for the year ended 31 March 2010
Capital Cash
redemp- flow
Share Capital tion hedge Other Retained
capital reserve reserve reserve reserves earnings Total
Notes £000 £000 £000 £000 £000 £000 £000
Changes in equity
for year ended
31 March 2009
Balance as at 1 April 2008 195 25 55 – 56 187,426 187,757
Profit for the year 9,389 9,389
Cash flow hedge 21 (3,614) (3,614)
Dividends 11 (6,042) (6,042)
Balance at
31 March 2009 24 195 25 55 (3,614) 56 190,773 187,490
Changes in equity
for year ended
31 March 2010
Balance as at 1 April 2009 195 25 55 (3,614) 56 190,773 187,490
Profit for the year 21,635 21,635
Movements in
cash flow hedge 21 (26) (26)
Dividends 11 (6,042) (6,042)
Balance at
31 March 2010 24 195 25 55 (3,640) 56 206,366 203,057
The fair value movements on those derivative financial instruments qualifying for hedge accounting
under IAS39 are taken to reserve.
The notes on pages 23-42 are an integral part of these consolidated financial statements.
CONSOLIDATED CASH FLOW STATEMENT
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for the year ended 31 March 2010
Year Year
ended ended
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Notes £000 £000
CASH FLOWS FROM OPERATING
ACTIVITIES
Profit from operations 32,602 18,965
Adjustments for:
Depreciation 156 192
Loss on disposal of property, plant and equipment 5 145
(Increase)/Decrease in fair value of
investment properties (2,142) 3,210
Operating cash flows before movement
in working capital 30,621 22,512
Decrease in inventories 11,841 2,555
(Increase)/Decrease in receivables (538) 459
(Decrease) in payables (822) (1,053)
Cash generated from operations 41,102 24,473
Interest paid (3,347) (5,906)
Income taxes paid (6,410) (6,443)
Net cash inflow from operating activities 31,345 12,124
Investing activities
Interest received – 3
Proceeds from disposal of investment properties 1,895 1,005
Proceeds from disposal of property,
plant and equipment – 15
Purchase of property, plant and equipment 13 (11) (58)
Capital expenditure on investment properties 14 (434) (350)
Net cash inflow from investing activities 1,450 612
Cash flows from financing activities
Repayment of borrowings (23,800) (9,110)
Equity dividend paid (6,042) (6,042)
Net cash (outflow) from financing activities (29,842) (15,152)
Net increase/(decrease) in cash
and cash equivalents 2,953 (2,413)
Cash and cash equivalents at
beginning of the period (11,211) (8,798)
Cash and cash equivalents at end of year 19(a) (8,258) (11,211)
The notes on pages 23-42 are an integral part of these consolidated financial statements.
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 March 2010
Year Year
ended ended
31.03.2010 31.03.2009
Notes £000 £000
Profit for the year 21,635 9,389
Net (expense) recognised directly in equity 21 (26) (3,614)
Total recognised income 21,609 5,775
The total recognised income
in the year is attributable to:
Equity shareholders of the parent 21,609 5,775
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The notes on pages 23-42 are an integral part of these consolidated financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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for the year ended 31 March 2010
1. GENERAL INFORMATION
Mountview Estates P.L.C. (the Company) and its Subsidiaries (the Group) is a property trading
company with a portfolio in England and Wales.
The Company is a public limited liability company incorporated, domiciled and registered
in England.
The address of its registered office is: 151 High Street, Southgate, London N14 6EW.
The Company website is: www.mountviewplc.co.uk
The Company has its primary listing on the London Stock Exchange.
These consolidated financial statements have been approved for issue by the Board of Directors
on 15 July 2010.
2. ACCOUNTING POLICIES
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The principal accounting policies applied in the preparation of these consolidated financial
statements are set out below. These policies have been consistently applied to all the years
presented, unless otherwise stated.
(a)
Basis of Preparation
The Group’s financial statements have been prepared under the historical cost convention,
as modified by the revaluation of investment properties, and in accordance with
applicable International Financial Reporting Standards, (IFRS) as adopted by the EU.
The Company has elected to prepare its parent company financial statements in
accordance with UK GAAP. These are presented on pages 45 to 52.
The preparation of financial statements in conformity with IFRS requires management
to make judgements, estimates and assumptions that affect the application of accounting
policies.
The areas involving a higher degree of judgement or complexity or areas where
assumptions and estimates are significant to the consolidated financial statements are
disclosed in note 2(u) “Estimates and Judgements”.
(b)
Basis of Consolidation
The Group’s financial statements incorporate the results of Mountview Estates P.L.C. and
all of its Subsidiary undertakings made up to 31 March each year. Control is achieved
where the Company has the power to govern the financial and operating policies of an
investee enterprise so as to obtain benefits from its activities.
The Group exercises control through voting rights. The existence and effect of potential
voting rights that are currently exercisable or convertible are considered when assessing
whether the Group controls another entity.
Subsidiaries are fully consolidated from the date on which control is transferred to
the Group.
On acquisition, the identifiable assets, liabilities and contingent liabilities of a subsidiary
are measured at their fair values at the date of acquisition. The purchase method has been
used in consolidating the subsidiary financial statements.
All significant inter company transactions, balances and unrealised gains on
transactions between group companies are eliminated on consolidation within the
consolidated accounts.
Consistent accounting policies have been used across the Group.
24
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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for the year ended 31 March 2010
2. ACCOUNTING POLICIES (continued)
(c)
Segment reporting
A business segment is a group of assets and operations engaged in providing products
or services that are subject to risks and returns that are different from those of other
business segments.
The Group has identified two such segments as follows:
• core portfolio
• residential investments
All above segments are UK based. More details are given in note 5.
(d)
Income Tax
The charge for current tax is based on the results for the year as adjusted for items which
are non-assessable or disallowed. It is calculated using rates that have been enacted or
substantively enacted by the balance sheet date.
Deferred tax is accounted for using the balance sheet liability method in respect of
temporary differences arising from differences between the carrying amount of assets and
liabilities in the financial statements and the corresponding tax base used in the
computation of taxable profit. In principle, deferred tax liabilities are recognised for all
taxable temporary differences and deferred tax assets are recognised to the extent that it
is probable that taxable profits will be available against which deductible temporary
differences can be utilised. Such assets and liabilities are not recognised if the temporary
difference arises from the initial recognition (other than in a business combination) of
other assets and liabilities in a transaction, which affects neither the tax profit nor the
accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on
investments in Subsidiaries, except where the Group is able to control the reversal of the
temporary difference and it is probable that the temporary difference will not reverse in
the foreseeable future.
Deferred tax is calculated at the rates that are expected to apply when the asset or liability
is settled. Deferred tax is charged or credited in the income statement, except when it
relates to items credited or charged directly to equity, in which case the deferred tax is
also dealt with in equity.
Deferred tax assets and liabilities are offset when they relate to income taxes levied by
the same taxation authority and the Group intends to settle its current tax assets and
liabilities on a net basis.
(e)
Revenue
Revenue includes proceeds of sales of properties, rents from properties, which are held as
trading stock, investment and other sundry items of revenue before charging expenses.
Rental income is recognised over the rental period.
Sales of properties are recognised on legal completion as in the Directors’ opinion this is
the point at which the substantial risks and rewards of ownership have been transferred.
(f)
(g)
Dividend distribution
Dividend distribution to the Company’s shareholders is recognised as an expense in the
Group’s financial statements in the period in which the dividends are approved.
Interest Expense
Interest expense for borrowings are recognised within “finance costs” in the income
statement using the effective interest rate method. The effective interest method is a
method of calculating the financial liability and of allocating the interest expense over the
relevant period.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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for the year ended 31 March 2010
2. ACCOUNTING POLICIES (continued)
(h)
Property, Plant and Equipment
Property, plant and equipment are stated at historical cost less accumulated depreciation.
Historical cost includes expenditure that is directly attributable to the acquisition of the
item. Subsequent costs are included in the asset’s carrying amount or recognised as a
separate asset, as appropriate, only when it is probable that future economic benefits
associated with the item will flow to the Group and the cost of the item can be measured
reliably. All other repairs and maintenance are charged to the income statement during
the financial period in which they are incurred.
Depreciation is calculated so as to write off the cost of an asset, less its estimated residual
value, over the useful economic life of that asset using the straight-line method as follows:
Freehold property – 2%
Fixtures and fittings and office equipment – 20%
Computer equipment – 25%
Motor Vehicles – reducing balance method – 20%
(i)
(j)
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at
the end of each financial year. An asset’s carrying amount is written down immediately
to its recoverable amount if its carrying amount is greater than its estimated recoverable
amount. Gains and losses on disposals are determined by comparing proceeds with
carrying amount. These are included in the income statement.
Impairment of Assets
Assets that have an indefinite useful life are not subject to amortisation and are tested
annually for impairment. Assets that are subject to amortisation or depreciation are
reviewed for impairment whenever events or changes in circumstances indicate that
carrying amount may not be recoverable. An impairment loss is recognised for the
amount by which the asset’s carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of an asset’s fair value less costs to sell and value in use.
For the purpose of assessing impairment, assets are grouped at the lowest levels for which
there are separately identifiable cash flows (cash generating units). Any impairment is
recognised in the Income Statement in the year in which it occurs.
Investment Property
Property that is held for long-term rental yields or for capital appreciation or both, and
that is not occupied by the companies in the consolidated Group, is classified as
investment property.
Investment property is measured initially at its cost including related transaction costs.
After initial recognition, investment property is carried at fair value. Fair value is based
on active market prices adjusted, if necessary, for any difference in the nature, location or
condition of the specified asset. If this information is not available the Group uses
alternative valuation methods such as recent prices or less active markets or discounted
cash flow projections.
Subsequent expenditure is included in the carrying amount of the property when it is
probable that future economic benefits associated with the item will flow to the Group
and the cost of the item can be measured reliably. All other repairs and maintenance
costs are charged to the income statement during the financial period in which they
are incurred.
Gains or losses arising from changes in the fair value of the Group’s investment properties
are included in the income statement of the period in which they arise.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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2. ACCOUNTING POLICIES (continued)
(k)
(l)
(m)
(n)
(o)
Inventories – trading properties
These comprise residential properties all of which are held for resale, and are shown in
the financial statements at the lower of cost and estimated net realisable value. Cost
includes legal fees and commission charges incurred during acquisition together with
improvement costs. Net realisable value is the net sale proceeds which the Group expects
on sale of a property in its current condition with vacant possession. Where residential
properties are sold tenanted, net realised value is the current market value net of
associated selling costs. There were no such sales during the financial year. The analysis
of the Group revenue as at 31 March 2010 is on page 30.
Pension Costs
The Group operates a stakeholder contribution pension scheme for employees. The
annual contributions payable are charged to the Income Statement. The Group has no
further payment obligations once the contributions have been paid.
Financial Instruments
Financial assets and financial liabilities are recognised in the Group’s balance sheet when
the Group has become a party to the contractual provisions of the instrument. Trade and
other receivables and trade and other payables and cash and cash equivalents are
measured at their net realisable value.
Bank Borrowings
Loans are recorded at fair value at initial recognition and thereafter at amortised costs
under the effective interest method.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other
short-term highly liquid investments with original maturities of three months or less, and
bank overdrafts.
(p) Derivatives
The Group uses derivative instruments to help manage its interest rate risk. In accordance
with its treasury policy, the Group does not hold or issue derivatives for trading purposes.
The derivatives are recognised initially at fair value. Subsequently, the gain or loss on
remeasurement to fair value is recognised immediately in the income statement, unless
the derivatives qualify for cash flow hedge accounting in which case any gain or loss is
taken to equity in a cash flow hedge reserve.
In order to qualify for hedge accounting, the Group is required to document in advance
the relationship between the item being hedged and the hedging instrument. The Group
is also required to demonstrate that the hedge will be highly effective on an ongoing basis.
The effectiveness testing is reperformed at each period end to ensure that the hedge
remains highly effective.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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2. ACCOUNTING POLICIES (continued)
(q) New and Revised International Financial Reporting Standards
for the year ended 31 March 2010
The Group has considered or applied the following standards for the period commencing
1 April 2009. There has been no significant impact to the financial information as a result
of applying these standards for the first time.
• IAS 1 (revised 2007) – Presentation of Financial Statements – has introduced a number
of changes in the format and presentation of the financial statements.
• IFRS 8 – Operating segments – is a disclosure standard that has had no impact on
the designation of the Group’s reportable segments.
• IFRS 7 (amendments) – The amendments to IFRS 7 expands the disclosures required
in respect of fair value measurements and liquidity risk.
• IAS 39 (amendments) – The amendments permit an entity to reclassify non-
derivative financial assets of the ‘fair value through profit or loss’ and ‘available for
sale’ categories in very limited circumstances. This was not applicable to the Group.
• IAS 40 (amendments) – This has been amended to include within its scope investment
property in the course of construction. It does not have an impact on the Group’s
financial statements.
• IAS 23 (revised 2007) – The principle change to the standard was to eliminate the
option to expense all borrowing costs when incurred. The impact of this was not
considered to have a material impact on the Groups’s financial statement.
Certain new standards and interpretations have been published that are mandatory for
the Group’s accounting periods beginning on or after 1 April 2010 or later periods and
which the entity has not yet adopted. Except where stated none of these standards are
expected to have a significant impact on recognition or measurement of the Group’s
assets or liabilities.
• IFRS 1 (amended)/IAS 27 (amended) – Cost of an investment in a Subsidiary,
Jointly Controlled Entity
• IFRS 3 (revised 2008) – Business combinations
• IAS 27 (revised 2008) – Consolidated and Separate Financial Statements
• Improvements to IFRSs (April 2009)
The Parent Company and subsidiaries have not adopted IFRS in their individual accounts.
(r)
Critical Accounting Judgements and Key Areas of Estimation Uncertainty
Going concern
The Directors are required to make an assessment of the Group’s ability to continue to
trade as a going concern. Because of the difficult market conditions prevailing this
assessment has been subject to more uncertainties than are usual.
The two main considerations were as follows:
1. Refinancing of banking facilities
The Group has successfully renegotiated its £20 million revolving loan facility with
HSBC Bank. The new termination date of this facility is January 2015.
The Group has successfully renegotiated its £75 million revolving loan facility with
Barclays Bank. The new termination date of this facility is November 2014.
28
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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for the year ended 31 March 2010
2. ACCOUNTING POLICIES (continued)
(r)
Critical Accounting Judgements and Key Areas of Estimation Uncertainty (continued)
2. Covenant compliance
The core facility has two covenants, both unchanged by the new facilities, covering
loan to value (“LTV”) ratio and interest cover. The Group has remained well within
both of these covenants during the year.
On the basis of the above, the directors have a reasonable expectation that the Group
and the Company have adequate resources to continue in operational existence for
the foreseeable future.
Accordingly, they continue to adopt the going concern basis in preparing the financial
statements.
Distinction between investment and trading property
The Group considers the intention at the outset when each property is acquired in order
to classify the property as either an investment or a trading property. Where the
intention is to either trade the property or where the property is held for immediate
sale upon receiving vacant possession within the ordinary course of business, the
property is classified as trading property. Where the intention is to hold the property
for its long-term retail yield and/or capital appreciation, the property is classified as an
investment property.
Investment properties
In considering the values attributable to the investment portfolio, the following factors
are taken into consideration:
• sales of properties within the Group’s portfolio during the preceding 12 months
• sales of properties in the same district whenever the information is available
• published market research concerning the performance of the property market in
this region and district
• factors affecting individual properties and units in relation to value, and factors in
the district which might affect the values of individual properties and units.
The valuation of the portfolios were made in accordance with the requirements of
the RICS Valuation Standards Manual, Sixth Edition and International Valuation
Standard 40.
Carrying value of trading stock
The Group’s residential trading stock is carried in the balance sheet at the lower of cost
and net realisable value.
As the Group’s business model is to sell trading stock on vacancy, net realisable
value is the net sales proceeds which the Group expects on sale of a property with
vacant possession.
The Board is of the opinion that the housing market continued to sustain recovery during
2009-10 and based on that assumption it was decided that no write downs to net realisable
value were necessary during the year ended 31 March 2010 (31 March 2009: £3 million).
Inventory expected to be settled in more than 12 months
The Board estimate that inventory of £17.3 million will be settled within the next
12 months, with the remaining inventory value expected to be settled in more than
12 months. This estimation is based on the average cost of sales of inventory over the
last 3 year period. Mountview’s business, historic and current has involved the purchase
for sale of residential properties subject to regulated tenancies, such properties being
sold when vacant possession is obtained.
Regulated tenancies by their nature are not for any specific period of time and in most
cases they do not become vacant until the death of the tenant.
It is difficult to predict with any certainty the time at which Mountview’s inventory
properties might become vacant.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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3. FINANCIAL RISK MANAGEMENT
for the year ended 31 March 2010
1.
Financial risk factors
The Group’s activities expose it to a variety of financial risks: market risk (including price
risk and cash flow risk) credit risk and liquidity risk. The Group’s policies on financial
risk management are to minimise the risk of adverse effect on performance and to ensure
the ability of the Group to continue as a going concern.
The financial risks relate to the following financial instruments: trade receivables, cash
and cash equivalents, trade and other payables and borrowings.
(a) Market risk
The Group is exposed to market risk through interest rates and availability of credit.
Price risk
– the Group is exposed to property price and property rental risk.
Cash flow and fair value interest rate risk
– as the Group has no significant interest bearing assets, its income and operating cash
flows are substantially independent of changes in market interest rates.
Long Term Borrowings
– borrowings issued at variable rates expose the Group to cash flow interest rate risk. The
Group’s cash flow and fair value interest rate risk is periodically monitored by the
Group’s management. The Group uses derivative instruments to help manage its
interest rate risk.
The Board is confident that based on the historical performance of the Group, the finance
costs are sufficiently covered by profits from operations.
As at 31 March 2010 we had decreased our long term borrowings by £23 million to £65
million (2009: £88 million).
The Group has two covenants covering loan to value ratio and interest cover. These
covenants were complied with during the financial year and we are confident to meet
them at the interim stage.
(b)
Credit risk
Exposure to credit risk and interest risk arises in normal course of the Group’s business.
The Group has no significant concentration of credit risk. Credit risk arises from cash
and cash equivalents as well as credit exposures with respect to rental customers,
including outstanding receivables. The Directors are of the opinion that credit risk is
minimal due to the low level of trade receivables relative to the Balance Sheet totals.
Regulated tenants are incentivised through the benefit of their tenancy agreement to
avoid default on their rent.
Lifetime tenancies are generally at low or zero rent and hence suffer minimal credit risk.
(c)
Liquidity risk
The Group’s liquidity position is monitored daily by management and is reviewed
quarterly by the Board of Directors. The Group ensures that it maintains sufficient cash
for operational requirements at all times. The nature of its business is very cash generative
from its gross rents and sales of trading properties.
In adverse trading conditions, new acquisitions can be minimised, and as a consequence
reduce the gearing level and improve the liquidity. A summary table with maturity of
financial liabilities is presented in the note 19.
30
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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for the year ended 31 March 2010
3. FINANCIAL RISK MANAGEMENT (continued)
2.
Capital risk management
The Group’s objective when managing capital is to safeguard the Group’s ability to
continue as a going concern. The Group monitors capital on the basis of the gearing ratio.
This ratio is calculated as net debt divided by total debt and equity.
2010 2009
£000 £000
Total borrowings 73,876 101,026
Less cash and cash equivalents (443) (840)
Net borrowings 73,433 100,186
Total equity 203,057 187,490
Total borrowings plus equity 276,490 287,676
Gearing ratio 27% 35%
4. ANALYSIS OF REVENUE AND COST OF SALES
All revenue arises in the United Kingdom.
1.
2.
Rental income from tenancies of occupied properties. The income is recognised on an
accruals basis.
Sale of stock properties. This is recognised on the date of legal completion.
2010 2009
£000 £000
Revenue
Gross sales of properties 42,927 39,372
Gross rental income 13,770 14,227
56,697 53,599
Cost of Sales
Cost of properties sold 17,547 22,344
Property expenses 4,644 5,313
22,191 27,657
Gross Profit
Sales of properties 25,380 17,028
Net rental income 9,126 8,914
34,506 25,942
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31
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5. SEGMENTAL INFORMATION
A business segment is a group of assets and operations engaged in providing products or
services that are subject to risks and returns that are different from those of other business
segments. The Group monitors its operations in the following segments:
for the year ended 31 March 2010
2010 2009
Property Property Property Property
Trading Investment Group Trading Investment Group
£’000 £’000 £’000 £’000 £’000 £’000
Revenue 55,992 705 56,697 52,829 770 53,599
Operating profit
before changes
in fair value of
investment
properties 30,116 344 30,460 21,859 316 22,175
Finance costs (3,347) (3,347) (5,903) (5,903)
Profit after tax 21,635 9,389
Assets 260,866 33,023 293,889 272,725 32,343 305,068
Liabilities 78,804 67 78,871 106,636 59 106,695
Fixed assets
capital expenditure – 434 434 58 350 408
Depreciation 144 12 156 164 28 192
The Group’s two main business segments operate within the United Kingdom.
6. PROFIT FROM OPERATIONS
2010 2009
£000 £000
The operating profit is stated after charging:
Depreciation of tangible fixed assets 156 192
Loss on disposal of fixed assets – 2
Auditors’ remuneration
– the audit of the parent company and
consolidated financial statements 36 33
– the audit of the company’s subsidiaries
pursuant to legislation 12 12
– for other services 9 9
operating expenses for investment properties 298 283
And after crediting:
– net rental income 9,126 8,914
– administrative charges to related
companies (Note 25) 30 63
32
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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for the year ended 31 March 2010
7. STAFF COSTS (including Directors)
2010 2009
£000 £000
Wages and salaries 2,373 2,171
Social security costs 288 272
Pension costs 98 85
2,759 2,528
2010 2009
Directors’ Remuneration £000 £000
Total Directors’ Remuneration including
salary, bonuses, benefits in kind and
pension contributions amounted to: 1,627 1,490
The details of Directors’ Remuneration are shown in the audited section of the Remuneration
Report on page 17.
The Company contributes 3% of the total annual gross salaries and bonuses of each employee
to a Stakeholder Pension Scheme.
The average monthly number of employees during the year was as follows:
2010 2009
Office and management 27 27
8. FINANCE COSTS
2010 2009
£000 £000
Interest on bank overdrafts, and loans 3,347 5,906
9. INCOME FROM INVESTMENTS
2010 2009
£000 £000
Interest on bank deposits – 3
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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for the year ended 31 March 2010
10. INCOME TAX EXPENSE
2010 2009
£000 £000
(a) Analysis of charge in the year
Current tax:
UK Corporation Tax 28%
(2009: 28%) 7,969 4,864
Deferred tax:
Current year 28% (2009: 28%) (349) (1,191)
Taxation attributable to the Company and
its Subsidiaries 7,620 3,673
(b) Factors affecting income tax expense
The charge for the year can be reconciled to
the profit per the income statement as follows:
Profit on ordinary activities before taxation 29,255 13,062
Profit on ordinary activities multiplied
by rate of tax 28% (2009: 28%) 8,191 3,657
Expenses not deductible for tax 58 73
Depreciation in excess of capital allowances 24 31
Taxation on capital gains 309 189
Marginal relief (5) (5)
Revaluation surplus in subsidiaries not taxed (599) 899
Deferred tax (349) (1,191)
Sundry adjusting items (9) 20
Taxation attributable to the Company and its Subsidiaries 7,620 3,673
11. DIVIDENDS
On 17 August 2009 a dividend of 105 per share (2008: 105p per share) was paid to the
shareholders. On 29 March 2010 a dividend of 50p per share (2009: 50p per share) was paid
to the shareholders. This resulted in total dividends paid in the year of £6.042 million
(2009: £6.042 million).
In respect of the current year, the Directors propose that a final dividend of 115p per share will
be paid to the shareholders on 16 August 2010. This dividend is subject to approval by the
shareholders at the Annual General Meeting and has not been included as a liability in these
financial statements.
The proposed final dividend for 2010 is payable to all shareholders on the Register of Members
on 16 July 2010. The total estimated final dividend to be paid is £6.47 million.
34
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 31 March 2010
12. EARNINGS PER SHARE
2010 2009
£000 £000
The calculations of earnings per share are based on the
following profits and number of shares.
Net profit for financial year (basic and fully diluted) 21,635 9,389
Weighted average number of ordinary shares
for basic and fully diluted earnings per share 3,899,014 3,899,014
Basic and Diluted Earnings per share 554.8p 241.0p
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The Company has no dilutive potential ordinary shares.
13. PROPERTY, PLANT AND EQUIPMENT
Freehold Fixtures Motor Computer
Property & Fittings Vehicles Equipment Total
£000 £000 £000 £ 000 £000
COST
At 1 April 2008 2,671 272 347 173 3,463
Additions – 17 41 – 58
Disposals – – (35) – (35)
At 31 March 2009 2,671 289 353 173 3,486
DEPRECIATION
At 1 April 2008 383 189 101 71 744
Charge for the year 53 48 54 37 192
On disposals – – (17) – (17)
At 31 March 2009 436 237 138 108 919
NET BOOK VALUE
At 31 March 2008 2,288 83 246 102 2,719
At 31 March 2009 2,235 52 215 65 2,567
Property, Plant and Equipment are located within United Kingdom.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
35
13. PROPERTY, PLANT AND EQUIPMENT (continued)
for the year ended 31 March 2010
Freehold Fixtures Motor Computer
Property & Fittings Vehicles Equipment Total
£000 £000 £000 £ 000 £000
COST
At 1 April 2009 2,671 289 353 173 3,486
Additions – 11 – – 11
Disposals – (218) – (42) (260)
At 31 March 2010 2,671 82 353 131 3,237
DEPRECIATION
At 1 April 2009 436 237 138 108 919
Charge for the year 53 27 43 33 156
On disposals – (218) – (42) (260)
At 31 March 2010 489 46 181 99 815
NET BOOK VALUE
At 31 March 2009 2,235 52 215 65 2,567
At 31 March 2010 2,182 36 172 32 2,422
Property, Plant and Equipment are located within United Kingdom.
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14. INVESTMENT PROPERTIES
2010 2009
£000 £000
Fair Value at 1 April 2009 (2008) 32,195 36,203
Additions:
Subsequent expenditure 434 350
Disposals (1,899) (1,148)
Increase/(Decrease) in Fair Value during the year 2,142 (3,210)
At 31 March 2010 (2009) 32,872 32,195
Louise Goodwin Limited and ALG Properties Limited
The Companies’ investment properties were valued on a Fair Value basis as at 31 March 2010 by
External Valuers, Mr F. Hill MRICS and Mr J.A. Rollings MRICS of Castles Surveyors Limited.
The valuations were in accordance with the requirements of the RICS Valuation Standards Manual,
Sixth Edition (The Red Book) and International Accounting Standard 40. The valuation of each
investment property assumed that the property would be sold subject to any existing leases,
regulated and assured tenancies, but otherwise, with vacant possession. On this basis, the
aggregate Fair Value of the Company’s interests in its investment properties was:
Louise Goodwin Limited
£26,712,500 (twenty six million, seven hundred and twelve thousand five hundred pounds)
ALG Properties Limited
£6,159,000 (six million, one hundred and fifty nine thousand pounds)
Information relating to the basis of valuation of investment properties and the judgements and
assumption adopted by management is set out in note 2(u) “Estimates and Judgements”.
A revaluation surplus of £2.142 million has arisen on valuation of investment properties to fair
value as at 31 March 2010 (2009: deficit of £3.21 million) and this has been taken to the
income statement.
36
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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for the year ended 31 March 2010
15. INVESTMENTS
Fixed Asset Investments
These represent the cost of shares in the following wholly owned Subsidiary undertakings,
which are incorporated and operate in England and Wales. Their results are consolidated in the
accounts of the Group, for the period during which they are Subsidiary undertakings.
Principal Activity Cost
2009
2010
£000
Hurstway Investment Company Limited Property Dealing 1
Louise Goodwin Limited Property Investment 15,351
A.L.G. Properties Limited Property Investment 2,924
18,276
16. INVENTORIES
2010 2009
£000 £000
Residential properties 256,964 268,806
17. TRADE AND OTHER RECEIVABLES
2010 2009
£000 £000
Trade receivables 131 283
Prepayments and accrued income 1,066 377
1,197 660
The Directors consider that the carrying amount of trade and other receivables approximates
their fair value.
There are no bad or doubtful debts at the year end. There are no material debts past due, and
there are no financial assets that are impaired.
18. TRADE AND OTHER PAYABLES
2010 2009
£000 £000
Trade creditors 855 949
Other taxes and social security costs 142 145
Other creditors 358 961
1,355 2,055
The Directors consider that the carrying amount of trade and other payables approximates their
fair value.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
37
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19. BANK OVERDRAFTS AND LOANS
2010 2009
£000 £000
for the year ended 31 March 2010
Bank overdrafts 8,701 12,051
Bank loans 65,000 88,000
Other loans 175 975
73,876 101,026
(a) Cash and cash equivalents
2010 2009
£000 £000
Bank overdrafts (8,701) (12,051)
Cash 443 840
Cash and cash equivalents as at 31 March (8,258) (11,211)
Maturity profile of financial liabilities at 31 March 2010 was as follows:
2010 2009
£000 £000
Amounts repayable:
In one year or less 8,876 13,026
Between one and two years – –
Between two and five years 65,000 88,000
73,876 101,026
Less: amount due for settlement within 12 months
(shown under current liabilities) 8,876 13,026
Amount due for settlement after 12 months 65,000 88,000
The average interest rates paid were as follows:
2010 2009
Bank overdrafts 2.12% 5.04%
Bank loans 3.97% 5.07%
Other loans 1.00% 4.11%
38
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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19. BANK OVERDRAFTS AND LOANS (continued)
The Directors consider that the carrying amount of bank overdrafts and loans approximates
their fair value.
The other principal features of the Group’s borrowings are as follows.
1.
2.
3.
4.
5.
6.
The Group has successfully renegotiated its £22 million short-term borrowing facilities
with Barclays Bank. This facility expires at September 2010 and the rate of interest payable
is:
• 1.5% over LIBOR on £17 million
• 1.7% over Base rate on £5 million.
Headroom of this facility at 31 March 2010 amounted to £16.9 million (2009: £17.2 million).
The bank overdrafts are repayable on demand. The bank overdrafts are secured by a
Letter of Negative Pledge by Mountview Estates P.L.C.
The Group has successfully renegotiated its £75 million long-term borrowing facility with
Barclays Bank. This is a 5 year revolving loan and the new termination date of this facility
is November 2014. The rate of interest payable on the loan is 1.8% above LIBOR. The loan
is secured by a cross guarantee between Mountview Estates P.L.C. and its subsidiaries.
The loan is not repayable by instalments. Headroom of this facility at 31 March 2010
amounted to £30 million (2009: £7 million).
The Group has successfully renegotiated its £10 million short-term borrowing facilities
with HSBC Bank. This facility expires at August 2010 and the rate of interest payable is
2.5% over Base rate. Headroom of this facility at 31 March 2010 amounted to £6.3 million
(2009: £2.6 million).
The Group has successfully renegotiated its £20 million long-term borrowing facility with
HSBC Bank. This is a 5 year revolving loan and the new termination date of this facility
is January 2015. The rate of interest payable on the loan is 2.5% above LIBOR. The loan is
secured by Letter of Negative Pledge. The loan is not repayable by instalments. Headroom
of this facility at 31 March 2010 amounted to £nil (2009: £nil).
Other loans consist of loans from connected persons, and companies of which Mr. D.M.
Sinclair is a Director. Loans of £175,000 (2009: £975,000) are repayable within one year.
Interest payable on these loans is at 0.5% above Barclays Bank Plc base rate.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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20. DEFERRED TAX
for the year ended 31 March 2010
Analysis for financial reporting purposes
2010 2009
£000 £000
Deferred tax liabilities 8,157 8,506
Net position at 31 March 8,157 8,506
The movement for the year in the Group’s net deferred tax position was as follows.
2010 2009
£000 £000
At 1 April 8,506 9,697
(Credit) to income for the year (349) (1,191)
At 31 March 8,157 8,506
The following are in deferred tax liabilities recognised by the Group and movements thereon
during the period.
Revaluation of properties
2010 2009
£000 £000
At 1 April 8,506 9,697
(Credit) to income for the year (349) (1,191)
At 31 March 8,157 8,506
21. FINANCIAL INSTRUMENTS
Fair value of financial assets
The Group’s financial assets at the year end consist of trade receivables and cash at bank and in
hand of £1.6 million (2009: £1.5 million)
The Directors consider that the carrying amount of cash at bank and in hand approximates their
fair value.
The trade receivables amounted to £1.19 million (2009: £660,000).
The Directors consider that the carrying amount of trade receivables approximates their
fair value.
Fair value of borrowings
2010 2009
£000 £000
Bank overdrafts 8,701 12,051
Secured bank loans 65,000 88,000
Unsecured loans 175 975
73,876 101,026
40
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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21. FINANCIAL INSTRUMENTS (continued)
Interest charged in the income statement for the above borrowings amounted to £3.3 million
(2009: £5.9 million).
The Directors consider that the carrying amount of borrowings approximates their fair value.
The details of the terms of the borrowings together with the average interest rates can be seen
in Note 19.
As at 31 March 2010 it is estimated that general increase of 1 point in interest rates would
decrease the Group’s profit before tax by approximately £250,000 (2009: £480,000).
Derivative financial instruments
The Group has entered into an Interest Rate Swap Agreement in January 2008 in order to help
manage its interest rate risk.
The interest rate swap matures in March 2013 and is based on £40 million non-amortising
notional amount. As at 31 March 2010 the fixed interest rate was 4.98% (31 March 2009: 4.98%).
As at 31 March 2010 the fair value of derivatives under IAS 39 is a charge of £3.6 million
(2009: charge £3.6 million).
The interest rate swap was valued by Brewin Dolphin Investment Banking, a division of Brewin
Dolphin Limited.
Undiscounted maturity profile of financial liabilities
The following table analyses the Group’s financial liabilities and derivative financial liabilities
at the balance sheet date into relevant maturity groupings based on the remaining period to the
contractual maturity date. The amounts disclosed in the table are the contractual undiscounted
cash flows. As the amounts included in the table are the contractual undiscounted cash flows,
these amounts will not always equal the amounts disclosed on the balance sheet for borrowings,
derivative financial instruments, and trade and other payables. A reconciliation to the balance
sheet amounts is given on page 37.
Trade and other payables due within 12 months equal their carrying balances as the impact of
discounting is not significant.
Less than Between
1 year 1 & 5years Total
At 31 March 2010 £000 £ 000 £000
Interest bearing loans and borrowings 9,155 81,058 90,213
Cash flow hedges 3,640 – 3,640
Trade and other payables 1,355 – 1,355
Less than Between
1 year 1 & 5years Total
At 31 March 2009 £000 £ 000 £000
Interest bearing loans and borrowings 13,903 103,684 117,587
Cash flow hedges 3,614 – 3,614
Trade and other payables 2,055 – 2,055
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
41
for the year ended 31 March 2010
21. FINANCIAL INSTRUMENTS (continued)
Reconciliation of maturity analysis
Less than Between
1 year 1 & 5years Total
At 31 March 2010 £000 £ 000 £000
Interest bearing loans and borrowings
per accounts 8,876 65,000 73,876
Interest 279 16,058 16,337
Financial liability cash flows as above 9,155 81,058 90,213
Less than Between
1 year 1 & 5years Total
At 31 March 2009 £000 £ 000 £000
Interest bearing loans and borrowings
per accounts 13,026 88,000 101,026
Interest 877 15,684 16,561
Financial liability cash flows as above 13,903 103,684 117,587
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22. CALLED UP SHARE CAPITAL
2010 2009
£000 £000
Authorised:
5,000,000 ordinary shares of 5p each 250 250
Allotted, issued and fully paid:
3,899,014 ordinary shares of 5p each 195 195
23. OTHER RESERVES
2010 2009
£000 £000
Capital redemption reserve 55 55
Capital reserve 25 25
Other reserves 56 56
136 136
Capital redemption reserve relates to buy-back of the Company’s own shares.
The Group does not maintain insurance cover against other risks except where several properties
are located in close physical vicinity. A reserve is maintained to deal with such non-insured risks
and at 31 March 2010 stood at £56,000 (2009: £56,000).
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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for the year ended 31 March 2010
24. RETAINED EARNINGS
£000
Balance at 1 April 2009 190,773
Net profit for the year 21,635
Dividends paid (6,042)
Balance at 31 March 2010 206,366
25. RELATED PARTY TRANSACTIONS
1. During the financial year there were no key management personnel emoluments, other
than remuneration.
2.(a) Mountview Estates P.L.C. provides general management and administration services to
Ossian Investors Limited and Sinclair Estates Limited, companies of which Mr. D.M.
Sinclair is a Director. Fees of £30,237 (2009: £45,130) were charged for these services.
(b) Included within other loans repayable in less than one year and on demand is a loan
from Sinclair Estates Limited. The balance outstanding at the balance sheet date
was £nil (2009: £700,000). Interest was payable on the loan at a rate of 0.5 percent above
Barclays Bank Plc base rate. Interest paid in the year on this loan amounted to £504
(2009: £22,605).
(c) Included within other loans repayable in less than one year and on demand is a
loan from Ossian Investors Limited. The balance outstanding at the balance sheet
date was £nil (2009: £100,000). Interest was payable on the loan at a rate of 0.5 percent
above Barclays Bank Plc base rate. Interest paid in the year on this loan amounted to
£240 (2009: £5,466).
(d) Included within other loans, repayable in less than one year and on demand is a loan
from Mrs. D. Sinclair, a shareholder of the Company. The balance outstanding at the
balance sheet date was £175,000 (2009: £175,000). Interest was payable on the loan at a
rate of 0.5 percent above Barclays Bank Plc base rate. Interest paid in the year on this
loan amounted to £1,470 (2009: £8,256).
(e) All of the above loans are unsecured.
(f) Transactions between the Group and its Subsidiaries, which are related parties, have been
eliminated on consolidation and have not been disclosed in this note.
INDEPENDENT AUDITORS’ REPORT
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to the Members of Mountview Estates P.L.C.
We have audited the Group financial statements of Mountview Estates P.L.C. for the year ended
31 March 2010, which comprise the consolidated income statement, the consolidated statement of
comprehensive income, the consolidated statement of financial position, the consolidated statement
of changes in equity, the statement of consolidated cash flows and the related notes 1 to 25. The financial
reporting framework that has been applied in their preparation is applicable law and International
Financial Reporting Standards (‘IFRS’) as adopted by the European Union.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS
As explained more fully in the statement of Directors’ Responsibilities set out in the Directors’ Report,
the Directors are responsible for the preparation of the Group financial statements and for being
satisfied that they give a true and fair view. Our responsibility is to audit the Group financial statements
in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those
standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and only for the Company’s members as a
body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We
do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other
person to whom this report is shown or into whose hands it may come save where expressly agreed
by our prior consent in writing.
SCOPE OF THE AUDIT OF THE FINANCIAL STATEMENTS
An audit involves obtaining evidence about the amounts and disclosures in the financial statements
sufficient to give reasonable assurance that the financial statements are free from material misstatement,
whether caused by fraud or error. This includes an assessment of: whether the accounting policies are
appropriate to the Group’s circumstances and have been consistently applied and adequately disclosed;
the reasonableness of significant accounting estimates made by the Directors; and the overall
presentation of the financial statements.
OPINION ON FINANCIAL STATEMENTS
In our opinion the Group financial statements:
(cid:2)
(cid:2)
(cid:2)
give a true and fair view of the state of the Group’s affairs as at 31 March 2010 and of its profit for
the year then ended;
have been properly prepared in accordance with IFRS as adopted by the European Union; and
have been prepared in accordance with the requirements of the Companies Act 2006 and Article
4 of the IAS Regulation.
OPINION ON OTHER MATTER PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion the information given in the Directors’ Report for the financial year for which the Group
financial statements are prepared is consistent with the Group financial statements.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
We have nothing to report in respect of the following: Under the Companies Act 2006 we are required
to report to you if, in our opinion:
(cid:2)
(cid:2)
certain disclosures of Directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Under the Listing Rules we are required to review:
(cid:2)
(cid:2)
the Directors’ statement in relation to going concern; and
the part of the Corporate Governance report relating to the Company’s compliance with the nine
provisions of the June 2008 Combined Code specified for our review.
44
INDEPENDENT AUDITORS’ REPORT
to the Members of Mountview Estates P.L.C.
OTHER MATTER
We have reported separately on the parent Company financial statements of Mountview Estates P.L.C.
for the year ended 31 March 2010 and on the information in the Report of the Remuneration committee
and Directors’ Remuneration Report that is described as having been audited.
Norman Strong (Senior StatutoryAuditor)
for and on behalf of BSG Valentine
Chartered Accountants and Statutory Auditors
London
15 July 2010
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COMPANY BALANCE SHEET UNDER UK GAAP
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as at 31 March 2010
As at As at
31.03.2010 31.03.2009
Notes £000 £000
FIXED ASSETS
Tangible assets 3 2,392 2,534
Investments 4 18,276 18,276
20,668 20,810
CURRENT ASSETS
Stocks 5 243,860 255,554
Debtors 6 1,124 573
Cash at bank and in hand 319 706
245,303 256,833
CREDITORS: Amounts falling
due within one year 7 (17,101) (20,650)
NET CURRENT ASSETS 228,202 236,183
TOTAL ASSETS LESS CURRENT
LIABILITIES 248,870 256,993
CREDITORS: Amounts falling due
after more than one year 8 (90,200) (109,221)
158,670 147,772
CAPITAL AND RESERVES
Called up share capital 9 195 195
Capital redemption reserve 10 55 55
Capital reserve 10 25 25
Other reserves 10 39 39
Cash flow hedge reserve 11 (3,640) (3,614)
Profit and Loss Account 12 161,996 151,072
158,670 147,772
Approved by the Board on 15 July 2010.
D.M. SINCLAIR Chairman K. LANGRISH-SMITH Director
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NOTES TO THE FINANCIAL STATEMENTS UNDER UK GAAP
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for the year ended 31 March 2010
1. ACCOUNTING POLICIES
(a)
(b)
(c)
(d)
(e)
(f)
(g)
Basis of Accounting
The Accounts have been prepared under the historical cost convention, and in
accordance with applicable Accounting Standards.
Investments
Fixed assets investments in Subsidiary undertakings are stated at costs less any provision
for impairment.
Taxation
Corporation tax payable is provided on taxable profits at the current rate.
Turnover
Turnover includes proceeds of sales of properties, rents from properties which are held
as trading stock, or investment and any other sundry items of revenue before charging
expenses. Sales of properties are recognised on completion.
Depreciation
Depreciation is calculated so as to write off the cost of an asset, less its estimated residual
value, over the useful economic life of that asset using the straight-line method as follows:
Freehold property – 2%
Fixtures and fittings and office equipment – 20%
Computer equipment – 25%
Motor Vehicles – reducing balance method – 20%
Impairment of Fixed Assets
Fixed Assets are subject to review for impairment in accordance with FRS11 “Impairment
of Fixed Assets and Goodwill”. Any impairment is recognised in the Profit and Loss
Account in the year in which it occurs.
Stocks
These comprise residential properties all of which are held for resale, and are valued at
the lower of cost and estimated net realisable value. Cost to the Group includes legal fees
and commission charges incurred during acquisition together with improvement costs.
Net realisable value is the net sale proceeds which the Group expects on sale of a property
with vacant possession in its current condition. The properties prices have stabilised and
improved over the last twelve months, in view of this and based on the results of sales
made during the financial year the Directors do not consider that any stock write down
is necessary. The analysis of the Group revenue as at 31 March 2010 is on page 30.
(h) Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not
reversed at the balance sheet date where transactions or events have occurred at that date
that will result in an obligation to pay more, or right to pay less or to receive more, tax,
with the following exceptions:
(cid:2) provision is made for tax on gains arising from the revaluations (and similar fair value
adjustments) of fixed assets, and gains on disposal of fixed assets that have been rolled
over into replacement assets, only to the extent that, at balance sheet date, there is
binding agreement to dispose of these assets concerned. However, no provision is
made where, on the basis of all available evidence at the balance sheet date, it is more
likely than not that the taxable gain will be rolled over into replacement assets and
charged to tax only where the replacement assets are sold;
(cid:2) deferred tax assets are recognised only to the extent that the directors consider that it
is more likely than not that there will be suitable taxable profits from which the future
reversal of the underlying timing differences can be deducted.
NOTES TO THE FINANCIAL STATEMENTS UNDER UK GAAP
47
for the year ended 31 March 2010
2. STAFF COSTS (including Directors)
2010 2009
£000 £000
Wages and salaries 2,373 2,171
Social security costs 288 272
Pension costs 98 85
2,759 2,528
DIRECTORS’ REMUNERATION
2010 2009
£000 £000
Total Directors’ Remuneration including
salary, bonuses, benefits in kind and
pensions contributions amounted to: 1,627 1,490
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The details of Directors’ Remuneration are shown in the audited section of the Remuneration
Report on page 17.
The Company contributes 3% of the total annual gross salaries and bonuses of each employee
to a Stakeholder Pension Scheme.
The average monthly number of employees during the year was as follows:
2010 2009
Office and management 27 27
3. TANGIBLE ASSETS
Freehold Fixtures Motor Computer
Property & Fittings Vehicles Equipment Total
£000 £000 £000 £ 000 £000
COST
At 1 April 2008 2,671 98 347 173 3,289
Additions – 3 41 – 44
Disposals – – (35) – (35)
At 31 March 2009 2,671 101 353 173 3,298
DEPRECIATION
At 1 April 2008 383 62 101 71 617
Charge for the year 53 20 54 37 164
On disposals – – (17) – (17)
At 31 March 2009 436 82 138 108 764
NET BOOK VALUE
At 31 March 2008 2,288 36 246 102 2,672
At 31 March 2009 2,235 19 215 65 2,534
All tangible assets of the Company are located within the United Kingdom.
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for the year ended 31 March 2010
3. TANGIBLE ASSETS (continued)
Freehold Fixtures Motor Computer
Property & Fittings Vehicles Equipment Total
£000 £000 £000 £ 000 £000
COST
At 1 April 2009 2,671 101 353 173 3,298
Additions – – – – –
Disposals – (78) – (42) (120)
At 31 March 2010 2,671 23 353 131 3,178
DEPRECIATION
At 1 April 2009 436 82 138 108 764
Charge for the year 53 13 43 33 142
On disposals – (78) – (42) (120)
At 31 March 2010 489 17 181 99 786
NET BOOK VALUE
At 31 March 2009 2,235 19 215 65 2,534
At 31 March 2010 2,182 6 172 32 2,392
All tangible assets of the Company are located within the United Kingdom.
4. INVESTMENTS
Fixed Asset Investments
These represent the cost of shares in the following wholly owned Subsidiary undertakings,
which are incorporated and operate in England and Wales. Their results are consolidated in the
accounts of the Group, for the period during which they are Subsidiary undertakings.
Cost
2009
2010
£000
Hurstway Investment Company Limited 1
Louise Goodwin Limited 15,351
A.L.G. Properties Limited 2,924
18,276
The Company owns 100% of the ordinary share capital of the following companies:
Subsidiary Undertaking Country of Principal
Incorporation Activity
Hurstway Investment Company Limited UK Property Dealing
Louise Goodwin Limited UK Property Investment
A.L.G. Properties Limited UK Property Investment
NOTES TO THE FINANCIAL STATEMENTS UNDER UK GAAP
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for the year ended 31 March 2010
5. STOCKS
2010 2009
£000 £000
Residential properties 243,860 255,554
6. DEBTORS: due within one year
2010 2009
£000 £000
Trade debtors 93 217
Prepayments and accrued income 1,031 356
1,124 573
7. CREDITORS: Amounts falling due within one year
2010 2009
£000 £000
Bank loans and overdrafts 8,701 12,051
Trade creditors 497 949
Corporation Tax 3,295 2,025
Other taxes and social security costs 127 145
Other creditors 666 891
Other loans 175 975
Derivative financial instruments 3,640 3,614
17,101 20,650
Other loans consist of loans from connected persons. Interest payable on these loans was at 0.5%
above Barclays Bank Plc Base rate.
8. CREDITORS: Amounts falling due after more than one year
2010 2009
£000 £000
Bank loans 65,000 88,000
Amounts owed to Subsidiary undertakings 25,200 21,221
Other loans – –
90,200 109,221
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for the year ended 31 March 2010
8. CREDITORS: Amounts falling due after more than one year (continued)
Maturity profile of financial liabilities at 31 March 2010 was as follows:
2010 2009
£000 £000
Amounts repayable:
In one year or less 8,876 13,026
Between one and two years – –
Between two and five years 65,000 88,000
More than five years 25,200 21,221
99,076 122,247
Less: amount due for settlement within 12 months
(shown under current liabilities) 8,876 13,026
Amount due for settlement after 12 months 90,200 109,221
The Directors consider that the carrying amount of bank overdrafts and loans approximates
their fair value.
The other principal features of the Group’s borrowings are as follows.
1. The Group has successfully renegotiated its £22 million short-term borrowing facilities
with Barclays Bank. This facility expires at September 2010 and the rate of interest
payable is:
• 1.5% over LIBOR or £17 million
• 1.7% over Base rate or £5 million.
Headroom of this facility at 31 March 2010 amounted to £16.9 million (2009: £17.2 million).
2. The Group has successfully renegotiated its £75 million long-term borrowing facility with
Barclays Bank. This is a 5 year revolving loan and the new termination date of this facility
is November 2014. The rate of interest payable on the loan is 1.8% above LIBOR. The loan
is secured by a cross guarantee between Mountview Estates P.L.C. and its subsidiaries.
The loan is not repayable by instalments. Headroom of this facility at 31 March 2010
amounted to £30 million (2009: £7 million).
3. The Group has successfully renegotiated its £10 million short-term borrowing facilities
with HSBC Bank. This facility expires at August 2010 and the rate of interest payable is
2.5% over Base rate. Headroom of this facility at 31 March 2010 amounted to £6.3 million
(2009: £2.6 million).
4. The Group has successfully renegotiated its £20 million long-term borrowing facility with
HSBC Bank. This is a 5 year revolving loan and the new termination date of this facility
is January 2015. The rate of interest payable on the loan is 2.5% above LIBOR. The loan is
secured by Letter of Negative Pledge. The loan is not repayable by instalments. Headroom
of this facility at 31 March 2010 amounted to £nil (2009: £nil).
5. Other loans consist of loans from connected persons, and companies of which Mr. D.M.
Sinclair is a Director. Loans of £175,000 (2009: £975,000) are repayable within one year.
Interest payable on these loans is at 0.5% above Barclays Bank Plc base rate.
NOTES TO THE FINANCIAL STATEMENTS UNDER UK GAAP
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for the year ended 31 March 2010
9. CALLED UP SHARE CAPITAL
2010 2009
£000 £000
Authorised:
5,000,000 ordinary shares of 5p each 250 250
Allotted, issued and fully paid:
3,899,014 ordinary shares of 5p each 195 195
10. OTHER RESERVES
2010 2009
£000 £000
Capital redemption reserve 55 55
Capital reserve 25 25
Other reserves 39 39
Balance at 31 March 119 119
Capital redemption reserve relates to buy-back of the Company’s own shares.
The Group does not maintain insurance cover against other risks except where several properties
are located in close physical vicinity. A reserve is maintained to deal with such non-insured risks
and at 31 March 2010 stood at £39,000 (2009: £39,000).
11. DERIVATIVE FINANCIAL INSTRUMENTS
The Company entered into an Interest Rate Swap Agreement in January 2008 in order to help
manage its interest rate risk.
The interest rate swap matures in March 2013 and is based on £40 million non-amortising
notional amount. As at 31 March 2010 the fixed interest rate was 4.98% (March 2009: 4.98%).
12. PROFIT AND LOSS ACCOUNT
2010 2009
£000 £000
Balance at 1 April 151,072 147,313
Net profit for the year 16,966 9,801
Dividends paid (6,042) (6,042)
Balance at 31 March 161,996 151,072
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for the year ended 31 March 2010
13. RELATED PARTY TRANSACTIONS
1. During the financial year there were no key management personnel emoluments, other
than remuneration.
2.(a) Mountview Estates P.L.C. provides general management and administration services to
Ossian Investors Limited and Sinclair Estates Limited, companies of which Mr. D.M.
Sinclair is a Director. Fees of £30,237 (2009: £45,130) were charged for these services.
(b) Included within other loans repayable in less than one year and on demand is a loan
from Sinclair Estates Limited. The balance outstanding at the balance sheet date was
£nil (2009: £700,000). Interest was payable on the loan at a rate of 0.5 percent above
Barclays Bank Plc base rate. Interest paid in the year on this loan amounted to
£240 (2009: £22,605).
(c) Included within other loans repayable in less than one year and on demand is a
loan from Ossian Investors Limited. The balance outstanding at the balance sheet date
was £nil (2009: £100,000). Interest was payable on the loan at a rate of 0.5 percent above
Barclays Bank Plc base rate. Interest paid in the year on this loan amounted to £540
(2009: £5,466).
(d) Included within other loans, repayable in less than one year and on demand is a loan
from Mrs. D. Sinclair, a shareholder of the Company. The balance outstanding at the
balance sheet date was £175,000 (2009: £175,000). Interest was payable on the loan at a
rate of 0.5 percent above Barclays Bank Plc base rate. Interest paid in the year on this
loan amounted to £1,470 (2009: £8,256).
(e) All of the above loans are unsecured.
(f) Transactions between the Group and its Subsidiaries, which are related parties, have been
eliminated on consolidation and have not been disclosed in this note.
INDEPENDENT AUDITORS’ REPORT
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to the Members of Mountview Estates P.L.C. on the parent company financial statements
We have audited the parent Company financial statements of Mountview Estates P.L.C. for the year ended
31 March 2010 which comprise the parent company balance sheet and the related notes 1 to 13. The financial
reporting framework that has been applied in their preparation is applicable law and United Kingdom
Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS
As explained more fully in the statement of Directors’ responsibilities set out in the Directors’ Report, the
Directors are responsible for the preparation of the parent Company financial statements and for being satisfied
that they give a true and fair view. Our responsibility is to audit the parent Company financial statements in
accordance with applicable law and International Standards on Auditing (UK and Ireland).
Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors. This
report, including the opinions, has been prepared for and only for the company’s members as a body in
accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving
these opinions, accept or assume responsibility for any other purpose or to any other person to whom this
report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
SCOPE OF THE AUDIT OF THE FINANCIAL STATEMENTS
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to
give reasonable assurance that the financial statements are free from material misstatement, whether caused by
fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the parent
Company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of
significant accounting estimates made by the directors; and the overall presentation of the financial statements.
OPINION ON FINANCIAL STATEMENTS
In our opinion the parent Company financial statements:
• Give a true and fair view of the state of the Company’s affairs as at 31 March 2010 and of its profit for the
year ended;
• Have been properly prepared in accordance with United Kingdom Generally Accepted Accounting
Practice; and
• Have been prepared in accordance with the requirements of the Companies Act 2006.
OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion:
• The part of the report of the Remuneration Committee and Directors’ Remuneration report to be audited
has been properly prepared in accordance with the Companies Act 2006; and
• The information given in the Directors’ Report for the financial year for which the parent Company financial
statements are prepared is consistent with the parent Company financial statements.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to
report to you if, in our opinion:
• Adequate accounting records have not been kept by the parent Company, or returns adequate for our audit
have not been received from branches not visited by us; or
• The parent Company financial statements and the part of the Directors’ Remuneration Report to be audited
are not in agreement with the accounting records and returns; or
• Certain disclosures of Directors’ Remuneration specified by law are not made; or
• We have not received all the information and explanations we require for our audit.
Under the Listing Rules we are required to review:
• the Directors’ statement, in relation to going concern; and
• the part of the corporate Governance report relating to the Company’s compliance with the nine provisions
of the June 2008 Combined Code specified for our review.
OTHER MATTER
We have reported separately on the Group financial statements of Mountview Estates P.L.C. for the year
ended 31 March 2010.
Norman Strong (Senior Statutory Auditor)
for and on behalf of BSG Valentine
Chartered Accountants and Statutory Auditors
London
15 July 2010
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TABLE OF COMPARATIVE FIGURES
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as at 31 March 2010
IFRS IFRS IFRS IFRS IFRS IFRS
2005 2006 2007 2008 2009 2010
£000 £000 £000 £000 £000 £000
Revenue 48,778 47,456 68,168 54,338 53,599 56,697
Profit before taxation 24,848 22,660 50,227 29,529 13,062 29,255
Taxation 7,482 6,738 15,167 8,861 3,673 7,620
Profit after taxation 17,366 15,922 35,060 20,668 9,389 21,635
Dividend in relation
to the year 4,913 5,069 5,848 6.042 6.042 6,433*
Earnings per share 445.4p 408.4p 899.2p 530.1p 241.0p 554.8p
Rate of dividend 126p 130p 150p 155p 155p 165p
*The £6.43 million dividend in relation to 2010 is made up of the interim dividend of £1.95 million and
the final dividend of £4.48 million, which will be paid on 16 August 2010, subject to approval at the
AGM on 11 August 2010.
SUMMARY OF THE PROPOSED CHANGES
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to the Company’s Articles of Association
It is proposed in resolution 8 to adopt the new Articles of Association in order to update the Company’s
current Articles of Association to take account of the coming into force of the Companies (Shareholders’
Rights) Regulations 2009 (the Shareholders’ Rights Regulations), the implementation of the last parts
of the Companies Act 2006 and to reflect current market practice.
The changes introduced in the new Articles of Association which we consider will be of most interest
to shareholders are summarised below. Other changes, which are of a minor, technical or clarifying
nature, or conform the language of the new Articles of Association with that of the Companies Act
2006, have not been noted. A copy of the new Articles of Association showing all the changes to the
Company’s current Articles of Association are available for inspection, as noted on page 59.
Authority to purchase own shares, consolidate and sub divide shares, and reduce share capital
Under the Companies Act 1985 a company required specific enabling provisions in its Articles of
Association to purchase its own shares, to consolidate to sub-divide it shares and to reduce its share
capital or other undistributable reserves as well as members’ authority to undertake the relevant action.
The current Articles of Association include these enabling provisions. Under the Companies Act 2006,
a company only requires members’ authority to do any of these things and it will no longer be necessary
for Articles of Association to contain enabling provisions. Amendments have been made to the new
Articles of Association to reflect these changes.
Proceedings of general meetings
The new Articles of Association have been updated to allow for a number of administrative provisions
relating to general meetings of the Company. In particular, under the new Articles of Association, the
board may enable persons entitled to attend a general meeting to do so by simultaneous attendance
and participation at a satellite meeting place or elsewhere provided certain conditions (such that
members attending in all meeting places can hear and see all persons who speak in the principal
meeting place and any satellite meeting place) are met.
Adjournments
The Shareholders’ Rights Regulations have amended the Companies Act 2006 to require meetings
adjourned for lack of quorum be held at least 10 clear days after the original meeting. The new Articles
of Association reflect this requirement.
Chairman’s casting vote
The new Articles of Association do not contain a provision giving the chairman a casting vote in the
event of an equality of votes as this is no longer permitted under the Companies Act 2006.
Voting by proxies on a show of hands
The Shareholders’ Rights Regulations amended the Companies Act 2006 to clarify the rules that apply
when a member’s proxy casts votes for different shares in different ways. On a vote on a show of hands,
every proxy present who has been duly appointed by one or more members entitled to vote on the
resolution has one vote, but the proxy has one vote for and one vote against the resolution if:
• the proxy has been duly appointed by more than one member entitled to vote on the
resolution; and
• the proxy has been instructed by one or more members to vote for the resolution and by other
members to vote against it.
The new Articles of Association have been amended to reflect these changes.
Voting by corporate representatives
The Shareholders’ Rights Regulations have amended the Companies Act 2006 in order to enable
multiple representatives appointed by the same corporate member to vote in different ways on a
show of hands and a poll. The new Articles of Association contain provisions which reflect
these amendments.
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SUMMARY OF THE PROPOSED CHANGES
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to the Company’s Articles of Association
Proxy appointments, terminations and instructions
In accordance with the provisions of the Companies Act 2006, the new Articles of Association have
also been updated to provide that where a proxy has been appointed by a person on behalf of a
member, the Company may treat the appointment of a proxy as sufficient authority for that
appointment. In addition, the new Articles of Association provide that for the appointment to be valid,
a member must provide reasonable evidence of the authority under which the appointment was made
if requested to do so by the Company. Proxy appointments shall be executed in such manner as the
Company may approve.
The new Articles of Association clarify the position when two or more valid proxy appointments are
received in respect of the same share for use at the same meeting and provides that the one that was
last received shall be treated as replacing the others. If the Company determines that it has insufficient
evidence to decide whether or not a proxy appointment is in respect of the same share, it shall be
entitled to determine which proxy appointment (if any) is to be treated as valid.
The new Articles of Association have also been amended to reflect that, under the Companies Act 2006,
weekends and bank holidays can be excluded from the calculation of the 48 hour notice period to
appoint proxies, at the discretion of the Directors.
In addition, proxies have a statutory duty to vote in accordance with instructions given to them by
their appointing member. The new Articles of Association provide that the Company is not required
to enquire whether a proxy (or corporate representative) has voted in accordance with instructions
and votes cast will be valid even if they have not been cast in accordance with the instructions provided
by the appointing member.
Use of seals
Under the Companies Act 1985, a company could have an official seal for use abroad only if its Articles
of Association gave authority. Under the Companies Act 2006, such authority is no longer required
and has been removed from the new Articles of Association.
Voting record date
The Shareholders’ Rights Regulations have amended the Companies Act 2006 to require a company
to determine the right of members to vote at a general meeting by reference to the register not more
than 48 hours before the time for the holding of the meeting, ignoring days which are not working
days. The new Articles of Association reflect this requirement.
Records to be kept
The provision in the current Articles of Association requiring the Directors to keep accounting records
has been removed as this requirement is contained in the Companies Act 2006.
Redeemable Shares
Under the Companies Act 2006, the Articles of Association need not include the terms on which
redeemable shares may be redeemed, and enables the Directors to determine the terms, conditions and
manner of redemption, provided they are authorised to do so by the Articles of Association. The new
Articles of Association contain such authorisation. The Company has no plans to issue redeemable
shares but if it did so the Directors would need Shareholders’ authority to issue new shares and would
set out the proposed basis of redemption at that time.
Closing of register of members
Under the Companies Act 2006, companies are no longer able to close their register of members. This
provision has been removed from the new Articles of Association.
NOTICE OF MEETING
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Notice is hereby given that the Seventy-Third Annual General Meeting of the Members of Mountview
Estates P.L.C. (incorporated in England and Wales with registered number 00328020) will be held at the
offices of Norton Rose LLP, 3 More London Riverside, London SE1 2AQ on 11 August 2010 at 11.30 a.m.,
for the following purposes:
As ordinary business:
1. To receive and consider the Reports of the Directors and the Auditors and the audited
Statements of Accounts of the Company for the year ended 31 March 2010.
2. To declare a final dividend of 115p per share payable on 16 August 2010 to Shareholders on
the register at 16 July 2010.
3. To re-appoint Mr. D.M. Sinclair as a Director of the Company.
4. To re-appoint Mr. K. Langrish-Smith as a Director of the Company.
5. To approve the Directors’ Remuneration Report set out in the Annual Report and Accounts for
the year ended 31 March 2010.
6. To re-appoint Messrs BSG Valentine as Auditors of the Company to hold office from the
conclusion of the Meeting to the conclusion of the next meeting at which the accounts are laid
before the meeting.
7. To authorise the Directors to determine the Auditors’ remuneration for the ensuing year.
As special business:
8. To consider and, if thought fit, pass the following Special Resolution:
THAT the Articles of Association produced to the Meeting and initialled by the Chairman of
the Meeting for the purpose of identification to be adopted as the Articles of Association of the
Company in substitution for, and to the exclusion of, the existing Articles of Association.
By Order of the Board
M.M. BRAY
Secretary
Mountview House
151 High Street
Southgate
London N14 6EW
16 July 2010
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NOTICE OF MEETING
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Notes:–
1. A Member who is entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend,
speak and vote instead of him/her. A proxy need not also be a Member of the Company. If a Member appoints more
than one proxy to attend the Meeting, each proxy must be appointed to exercise the rights attached to a different
share or shares held by the Member. If a Member wishes to appoint more than one proxy and so requires additional
forms of Proxy, the Member should contact Capita Registrars (PXS), The Registry, 34 Beckenham Road, Beckenham,
Kent BR3 4TU.
2. A form of Proxy is enclosed with this Report and Accounts and should be completed in accordance with the
instructions contained therein. Completion and return of the form of Proxy will not prevent a Member from attending
the Meeting and voting in person. To be effective, the form of Proxy and any power of attorney or other authority
under which it is signed (or a notarially certified copy of such authority) must be deposited at the office of the
Company’s Registrars, Capita Registrars (PXS), The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, not
later than 48 hours before the time of the Meeting or any adjournment thereof. Amended instructions must also be
received by the Company’s Registrars by the deadline for receipt of Forms of Proxy.
3. To appoint a proxy or to give or amend an instruction to a previously appointed proxy via the CREST system, the
CREST message must be received by the issuer’s agent RA10 by no later than 48 hours before the time of the Meeting
or any adjournment thereof. For this purpose, the time of receipt will be taken to be the time (as determined by the
timestamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve
the message. After this time any change of instructions to a proxy appointed through CREST should be
communicated to the proxy by other means. CREST Personal Members or other CREST sponsored members, and
those CREST Members who have appointed voting service provider(s) should contact their CREST sponsor or voting
service provider(s) for assistance with appointing proxies via CREST. For further information on CREST procedures,
limitations and system timings please refer to the CREST Manual. We may treat as invalid a proxy appointment sent
by CREST in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001. In
any case your proxy instruction must be received by the company’s registrars no later than 48 hours before the time
of the Meeting or any adjournment thereof.
4. Any person receiving a copy of this Notice as a person nominated by a Member to enjoy information rights under
section 146 of the Companies Act 2006 (a “Nominated Person”) should note that the provisions in Notes 1 and 2
above concerning the appointment of a proxy or proxies to attend the Meeting in place of a Member, do not apply
to a Nominated Person as only shareholders have the right to appoint a proxy. However, a Nominated Person may
have a right under an agreement between the Nominated Person and the Member by whom he or she was nominated
to be appointed, or to have someone else appointed, as a proxy for the Meeting. If a Nominated Person has no such
proxy appointment right or does not wish to exercise it, he/she may have a right under such an agreement to give
instructions to the Member as to the exercise of voting rights at the Meeting.
Nominated persons should also remember that their main point of contact in terms of their investment in the
Company remains the Member who nominated the Nominated Person to enjoy information rights (or, perhaps the
custodian or broker who administers the investment on their behalf). Nominated Persons should continue to contact
that Member, custodian or broker (and not the Company) regarding any changes or queries relating to the Nominated
Person’s personal details and interest in the Company (including any administrative matter). The only exception to
this is where the Company expressly requests a response from a Nominated Person.
5. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended) and for the purposes of
Section 360B of the Companies Act 2006, entitlement to attend and vote at the Meeting and the number of votes
which may be cast thereat will be determined by reference to the register of members of the Company as at 11.30 a.m.
on the day which is two days before the day of the Meeting (the ”Specified Time”) or adjourned Meeting. If the
Meeting is adjourned to a time not more than 48 hours after the Specified Time, that time will also apply for the
purpose of determining the entitlement of Members to attend and vote and for the purpose of determining the
number of votes they may cast at the adjourned Meeting. Changes to entries on the register of members after the
relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the Meeting.
6. Any corporation which is a Member can appoint one or more corporate representatives who may exercise on its
behalf all of its powers as a Member, provided that, if it is appointing more than one corporate representative, it
does not do so in relation to the same shares. It is therefore no longer necessary to nominate a designated
corporate representative.
NOTICE OF MEETING
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7. If the Chairman, as a result of any proxy appointments, is given discretion as to how the votes the subject of those
proxies are cast and the voting rights in respect of those discretionary proxies, when added to the interests in the
Company’s securities already held by the Chairman, result in the Chairman holding such number of voting rights
that he has a notifiable obligation under the Disclosure and Transparency Rules, the Chairman will make the
necessary notifications to the Company and the Financial Services Authority. As a result, any Member holding 3%
or more of the voting rights in the Company who grants the Chairman a discretionary proxy in respect of some or
all of those voting rights and so would otherwise have a notification obligation under the Disclosure and
Transparency Rules, need not make a separate notification to the Company and the Financial Services Authority.
8. Under section 527 of the Companies Act 2006, Members meeting the threshold requirements set out in that section
have the right to require the Company to publish on a website a statement setting out any matter relating to:
(a) the audit of the Company’s accounts (including the auditor’s report and the conduct of the audit) that are to be
laid before the meeting; or
(b) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting
at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006.
The Company may not require the members requesting any such website publication to pay its expenses in
complying with sections 527 or 528 Companies Act 2006. Where the Company is required to place a statement on a
website under section 527 Companies Act 2006, it must forward the statement to the Company’s auditor not later
than the time when it makes the statement available on the website. The business which may be dealt with at the
meeting includes any statement that the Company has been required under section 527 Companies Act 2006 to
publish on a website.
9. Any Member attending the Meeting has the right to ask questions. The Company must cause to be answered any
question relating to the business being dealt with at the Meeting put by a Member attending the Meeting. However,
Members should note that no answer need be given in the following circumstances:
(a) if to do so would interfere unduly with the preparation of the Meeting or would involve a disclosure of
confidential information;
(b) if the answer has already been given on a website in the form of an answer to a question; or
(c) if it is undesirable in the interests in the Company or the good order of the meeting that the question be answered.
10. This Notice, together with information about the total numbers of shares in the Company in respect of which
Members are entitled to exercise voting rights at the Meeting as at 15 July 2010, being the last business day prior to
the printing of this Notice and, if applicable, any members’ statements, members’ resolutions or members’ matters
of business received by the Company after the date of this Notice, will be available on the Company’s website
www.mountviewplc.co.uk.
11. Any electronic address provided either in this Notice or in any related documents (including the Form of Proxy)
may not be used to communicate with the Company for any purposes other than those expressly stated.
12. As at 15 July 2010, being the last business day prior to the printing of this Notice, the Company’s issued capital
consisted of 3,899,014 Ordinary Shares carrying one vote each. Therefore, the total voting rights in the Company as
at 15 July 2010 are 3,899,014.
13. Copies of the Directors’ service contracts and a copy of the proposed new Articles of Association of the Company
together with a copy of the existing Articles of Association marked to show the changes being proposed in
Resolution 8 are available for inspection at the registered office at Mountview House, 151 High Street, Southgate,
London N14 6EW during normal business hours on weekdays (Saturdays, Sundays and English public holidays
excepted) from the date of this notice until the conclusion of the Meeting and will also be available for inspection
on the date and at the place of the Meeting from 15 minutes prior to the commencement of the Meeting until the
conclusion of the Meeting.
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SHAREHOLDERS’ INFORMATION
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FINANCIAL CALENDAR 2010
Final dividend record date 16 July
Annual Report Posted to Shareholders 16 July
Annual General Meeting 11 August
Final dividend payment 16 August
Interim Results 2 December
Copies of this statement are being sent to shareholders. Copies may be obtained from
the Company’s registered office:
Mountview House
151 High Street
Southgate
London N14 6EW
All administrative enquiries relating to shareholdings should be addressed to the
Company’s Registrars:
Capita Registrars
Northern House
Woodsome Park
Fenay Bridge
Huddersfield
West Yorkshire HD8 0GA