Wynnstay Properties PLC
Annual Report and Financial Statements
for the year ended 25 March 2010
WYNNSTAY PROPERTIES PLC
CHAIRMAN’S STATEMENT
REPORT OF THE DIRECTORS
and
FINANCIAL STATEMENTS
YEAR ENDED 25TH MARCH 2010
CONTENTS
Directors and Advisers
Summary of Property Portfolio
Chairman’s Statement
Report of the Directors
Report of the Auditors
Financial Statements
Notes to the Financial Statements
Five Year Financial Review
Notice of Annual General Meeting
Biographies of the Directors
2
3
4
7
11
12
16
31
32
33
– 1 –
WYNNSTAY PROPERTIES PLC
(Company incorporated in the United Kingdom)
directors
P.G.H. COLLINS, LL.B., B.C.L.
(Non-Executive Chairman)
C.P. WILLIAMS, B.Sc., M.B.A., M.R.I.C.S.
(Managing Director)
C.H. DELEVINGNE
(Non-Executive Director)
T.J. NAGLE, B.Th., F.R.I.C.S.
(Non-Executive Director)
T. J. C. PARKER A.C.A.
(Finance Director & Secretary)
registered office
18, Southampton Place, London WC1A 2AJ
Tel: 020 7745 7160
auditors
MOORE STEPHENS LLP
150 Aldersgate Street, London EC1A 4AB
solicitors
FIELD FISHER WATERHOUSE LLP
35 Vine Street, London EC3N 2AA
nominated adviser & broker
CHARLES STANLEY SECURITIES
25 Luke Street, London EC2A 4AR
valuers
SANDERSON WEATHERALL
Eisley Court, 20/22 Great Titchfield Street, London W1W 8BE
registrars
CAPITA REGISTRARS
The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU
Tel: 0870 162 3100
bankers
C. HOARE & CO.
37 Fleet Street, London EC4P 4DQ
SVENSKA HANDELSBANKEN AB (Publ)
13 Charles II Street, London SW1Y 4QU
– 2 –
WYNNSTAY PROPERTIES PLC
SUMMARY OF PROPERTY PORTFOLIO
AT 25TH MARCH 2010
Eastern Road
Newman Lane
Industrial Unit
Industrial Unit
Quarrywood Industrial Estate
18 Industrial Units
Crockford Lane
3 Industrial Units
Oakcroft Business Park
3 Industrial Units/Offices
North Hill
Offices
Short Wyre Street
4 Retail Units
High Street
Offices
Whitworth Road
High Street
High Street
Station Road
Industrial Unit
4 Retail Units
Retail Unit
5 Industrial Units
Hertingfordbury Road
2 Industrial Units
North Street
Retail Unit
City Trading Estate
6 Industrial Units
Huntingdon Road
6 Industrial Units
High Street
Retail Unit
Aldershot
Alton
Aylesford
Basingstoke
Chessington
Colchester
Colchester
Cosham
Crawley
Dorking
Gosport
Heathfield
Hertford
Midhurst
Norwich
St. Neots
Shirley
Twickenham
Third Cross Road
4 Industrial Units
Uckfield
Bell Lane
4 Industrial Units
All the above properties are Freehold.
– 3 –
WYNNSTAY PROPERTIES PLC
CHAIRMAN’S STATEMENT
I am pleased to report another successful year for your company. Notwithstanding the political uncertainties and
difficult conditions in the financial and commercial property markets which prevailed throughout the year the key
performance indicators of the company showed positive growth.
Overview of financial performance
The financial performance may be summarised as follows:
• Profit before movement in fair value of investment
properties and taxation
• Earnings per share – weighted average
• Earnings per share – in issue at year end
• Dividends per share, paid and proposed:
• Net asset value per share:
• Adjusted net asset value per share *
Change
+ 2.7%
2010
2009
£990,000
£964,000
37.0p
43.1p
10.5p
455p
458p
(125.9p)
(125.9p)
10.0p
414p
414p
+ 5.0%
+ 9.9%
+ 10.6%
*Adjusted net asset value per share is net asset value determined in accordance with International Financial
Reporting Standards adjusted to exclude deferred tax arising on the revaluation of the investment portfolio.
Property Management
Property income rose slightly to £1.93 million (2009 - £1.87 million), a modest increase during what was a
busy year in terms of property management. Some 22 individual tenancies were the subject of lease renewals or
new lettings, representing almost 20% of the total income from the portfolio. In particular, 9 of the 18 units at
Aylesford Industrial Estate came up for renewal. We were able to let two units where the tenants did not wish to
renew to another significant tenant on the estate who required additional space. One unit where the lease expired at
the end of April and the tenant did not wish to renew remains vacant and is currently being marketed. Tenants of
the other six units renewed their leases.
When writing to you at the interim stage, I mentioned the expiry of the leases at our retail premises in Dorking
and I am pleased to report that leases on each of the four shops have now been renewed. In addition rent reviews,
totalling almost £150,000 p.a. were successfully negotiated of leases at three other units elsewhere in the portfolio.
With the exception of two small office suites in Colchester, a unit in St Neots, which has been relet since the
year end, and the vacant unit at Aylesford mentioned above, the portfolio has been fully let throughout the year.
One tenant defaulted for a small amount which is provided for in the accounts, but no material rental income
remained outstanding at the year end.
Portfolio
As at 25 March 2010, our Independent Valuers, Sanderson Weatherall, have undertaken the annual valuation
of the company’s portfolio at £21,290,000, representing an increase of £545,000 or 2.6% over the valuation at
the end of the prior year. This is a good outcome following the substantial write-down in the revaluation in the
previous year.
Generally the market for investment properties has been competitive throughout the year with strong demand
and keener pricing being the norm for good quality investments however the supply of such investments has
been very limited. There have been no acquisitions or disposals during the year, although a number of potential
acquisitions have been examined, however, the quality of the properties considered and the income profile and the
risk of tenant default do not, in the opinion of your board, match the vendors expectations.
When I reported to you on the half-year’s results, I noted that the tenant at Crawley, a subsidiary of the French
Post Office, informed us that they would not be renewing their lease when it expired in July 2010 as they required
– 4 –
WYNNSTAY PROPERTIES PLC
CHAIRMAN’S STATEMENT (continued)
larger premises. Subsequently, they vacated the premises, and discharged their obligations for rent and outgoings
up to the end of the lease as well as settling with us in respect of dilapidations. The premises have been actively
marketed and I had hoped to have more news for you by now. While there has been some interest, we have not yet
managed to secure a new tenant.
In relation to the site of our four industrial units in Twickenham where we secured planning permission for a
mixed residential and commercial development, we appealed successfully certain restrictive conditions which had
been imposed by the local council in the original planning consent. We are still exploring various opportunities
and options in relation to this site. In the meantime, the industrial units remain occupied and income-producing on
a relatively short-term basis.
We were also successful in our planning application for change of use of the upper floors of our office
premises in Colchester to residential use enabling the creation of five self contained two bedroom flats within the
existing building envelope.
Current economic conditions have caused several of our tenants to experience financial uncertainties and we
continue to work closely with each of them to minimise the risk of defaults leading to loss of income and costs on
premises becoming vacant.
Following the revaluation, as at the year-end, the industrial sector within the portfolio accounted for 67% by
value, with the retail and office elements comprising 19% and 14% respectively.
Borrowings and Gearing
Net borrowings at the year-end were £8.5 million (2009 - £7.9 million) and net gearing at the year-end was 63%
compared to 52% last year.
The Company continues to benefit from the historically very low levels of interest payable on that part of
our borrowing facility where the rate of interest is variable. The fixed rate of interest on the other part of our
borrowing expires in March 2011. At the time of writing, there appear to be conflicting views about the timing and
scale of any changes in interest rates.
Costs
Although our property and administrative costs were somewhat higher compared to the previous year, we continue
to exercise tight control over overheads and the changes that we made in 2007-8 continue to deliver savings
significantly in excess of £100,000 per annum. The principal reason for the increase in administrative costs was
the fees and charges directly associated with the purchase by the company of its own shares, referred to below.
Purchase by the Company of its own shares
In January 2010, the Company held an Extraordinary General Meeting at which resolutions authorising the
Company to purchase its own shares were duly passed. Subsequently, the Company purchased 443,650 ordinary
shares at a price of 350p pence per share and these shares are now held in treasury. The effect of this purchase has
been to increase earnings per share and net asset value per share and this is reflected in the figures given at the
beginning of this statement. The basis of calculation is to divide the Net Assets of the Company by the 2,711,617
shares now in issue and to exclude those shares held by the company. You will be pleased to note that the shares
held by the Company are not entitled to receive a dividend, which will reduce the cash outflow from the company
on payment of dividends.
In order that these shares can be reissued at some stage in the future, if necessary to members other than
in direct proportion to their existing holdings, for instance on a new share issue, or to persons who are not
members of the Company, or as part consideration for the purchase of property, Shareholders will be asked at the
forthcoming Annual General Meeting to approve the waiver of pre-emption rights on the reissue of these shares.
Dividend
The Directors are recommending a total dividend for the year of 10.5p per share, compared with 10.0p per share
last year, representing a 5.0% increase. An interim dividend of 2.9p per share was paid in December 2009 and,
– 5 –
WYNNSTAY PROPERTIES PLC
CHAIRMAN’S STATEMENT (continued)
subject to approval of Shareholders at the Annual General Meeting, a final dividend of 7.6p per share will be paid
on 22nd July 2010 to Shareholders on the register on 25th June 2010.
Outlook
The UK is in a period of economic difficulty that appears likely to continue for some years as the new government
tackles the deficit, reduces public spending and rebalances the economy. The impact of the economic difficulties
on the commercial property market is unclear, but much will depend on the impact on business and the speed of
recovery. Nevertheless, your Company’s position remains strong and healthy and we will continue to seek out
opportunities that will add to the quality of our earnings and the value of our assets, so as to maximise value for
Shareholders.
Annual General Meeting
Our Annual General Meeting will be held at the Royal Automobile Club on Wednesday 14th July 2010. As
always, I would encourage as many Shareholders as possible to attend so that they can meet the Board and other
Shareholders and learn more about its activities.
Colleagues and Advisers
I would like to express my grateful appreciation to Paul Williams and Toby Parker, to my fellow directors and to
our professional advisers for their support and advice throughout the past successful year.
11th June 2010
Philip G.H. Collins
Chairman
– 6 –
WYNNSTAY PROPERTIES PLC
REPORT OF THE DIRECTORS 2010
The Directors present their One Hundred and Twenty-fourth Annual Report, together with the audited Financial
Statements of the Company for the year ended 25th March 2010.
Principal Activity
The principal activity of the Company during the year continued to be that of Property Owners, Developers and
Managers.
Profit for the Year
The net profit for the year after taxation amounted to £1,168,000 (2009 – Loss £3,973,000). Details of movements in
reserves are set out in the statement of changes in equity on page 15.
Business Review, Performance Indicators and Risks
A review of the business for the year and of the future prospects of the Company is included in the Chairman’s
Statement on pages 4 to 6. The financial statements are set out on pages 12 to 15.
The key performance indicators for the Company are those relating to the underlying growth in both rental income
and in the value of its property investments as set out below:
• The growth in rental income is 3.2% (2009: 19.7%).
• The growth in value of investment properties is 2.6% (2009: -20.7%).
The principal risks and uncertainties are those associated with the real estate market, which is cyclical by its nature
and include changes in the supply and demand for space as well as the inherent risk of tenant failure. In the latter case,
the Company seeks to reduce this risk by requiring the payment of rent deposits when considered appropriate.
Other risk factors include changes in legislation in respect of taxation and the obtaining of planning consents, etc. as
well as those associated with financing and treasury management, where the Company’s policy is to ensure that a
substantial proportion of its borrowings is arranged at fixed rates of interest.
Dividends
The Directors have decided to recommend a final dividend of 7.6 pence per share for the year ended 25th March 2010
payable on 22nd July 2010 to those Shareholders on the register on 25th June 2010. This dividend, together with the
interim dividend of 2.9 pence paid on 10th December 2009, represents a total for the year of 10.5 pence (2009 – 10.00
pence).
Investment properties
The investment properties have been valued by Sanderson Weatherall on the basis of Market Value at 25th March
2010. The movement in investment properties is set out in Note 9 on page 21.
Directors
The Directors holding office during the financial year under review and their beneficial and non-beneficial interests in
the ordinary share capital of the Company at 25th March 2010 and 25th March 2009 are shown below:
Ordinary Shares of 25p
25.3.09
25.3.10
P.G.H. Collins
C.P. Williams
C.H. Delevingne
T.J. Nagle
T.J.C. Parker
Non-Executive Chairman
Managing Director
Non-Executive Director
Non-Executive Director
Finance Director and Secretary
850,836
–
5,000
13,000
–
850,836
–
5,000
13,000
–
The interests shown above in respect of Mr. P.G.H. Collins include non-beneficial interests of 229,596 shares at 25th
March 2010 and 2009.
– 7 –
WYNNSTAY PROPERTIES PLC
REPORT OF THE DIRECTORS 2010 (continued)
Mr. C.P. Williams and Mr T.J.C. Parker each have a service agreement with the Company. Under the respective
terms thereof, their employment is subject to six months’ notice of termination by either party.
In accordance with the Company’s Articles of Association, Mr. C.P. Williams retires by rotation and, being
eligible, offers himself for re-election.
Brief biographies of each of the Directors appear on page 33.
Directors’ Emoluments
Directors’ emoluments for the year ended 25th March 2010 are set out below:-
P.G.H. Collins
C.P. Williams
C.H. Delevingne
T.J. Nagle
T.J.C.Parker
Total 2010
Total 2009
Salaries
–
92,000
–
–
–
Fees
28,119
10,059
10,059
10,059
10,059
Pension
–
9,200
–
–
–
Benefits
–
2,068
–
–
–
Total
2010
28,119
113,327
10,059
10,059
10,059
Total
2009
26,780
121,276
9,580
9,580
9,580
£92,000
£68,355
£9,200
£2,068
£171,623
£101,000
£65,100
£7,973
£2,723
£176,796
I.F.M. Consultants Limited, a company owned and controlled by Mr T.J.C. Parker, was paid a fee of £35,875
for services rendered during the year (see note 21).
Statement of Directors’ Responsibilities
The directors are responsible for preparing the Directors’ Report and the financial statements in accordance
with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law
the directors have elected to prepare the financial statements in accordance with IFRS as adopted by the
European Union and applicable law. The financial statements must, in accordance with IFRS as adopted by
the European Union, present fairly the financial position and performance of the company; such references
in the UK Companies Act 2006 to such financial statements giving a true and fair view are references to their
achieving a fair presentation. Under company law directors must not approve the financial statements unless
they are satisfied that they give a true and fair view. In preparing these financial statements, the directors are
required to:
•
•
•
•
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether the financial statements have been prepared in accordance with IFRS as adopted by the
European Union;
prepare the financial statements on the going concern basis unless its is inappropriate to presume that the
company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the company’s transactions and disclose with reasonable accuracy at any time the financial position of the
company and enable them to ensure that the financial statements comply with the Companies Act 2006. They
are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
8– 8 –
WYNNSTAY PROPERTIES PLC
REPORT OF THE DIRECTORS 2010 (continued)
The directors are responsible for the maintenance and integrity of the corporate and financial information
included on the company’s website. Legislation in the United Kingdom governing the preparation and
dissemination of the financial statements may differ from legislation in other jurisdictions.
Directors’ and Officers’ Liability Insurance
The Company has maintained Directors’ and Officers’ insurance as permitted by the Companies Act 2006.
Substantial Interests
At the date of this report, the Directors have been notified or are aware of the following interests, which are in
excess of three per cent of the issued ordinary share capital of the Company:
No. of Ordinary
Shares of 25p
Percentage of
Issued Share
Capital 2010
Percentage of
Issued Share
Capital 2009
Mr P.G.H. Collins
850,836
Mr H.J.A. Bird
Mr D. Gibson
179,280
151,618
31.38%
6.61%
5.59%
26.97%
5.68%
4.8%
Payment to Suppliers
It is the Company’s policy to pay suppliers according to agreed terms and conditions, provided that these are
met. The Company does not have a standard or code which deals specifically with the payment of suppliers.
The average period for which payment was outstanding during the year ended 25th March 2010 was 3 days
(2009 – 2 days). The Company has no trade payables at the end of the reporting period.
Corporate Governance
The Company has considered the principles and provisions of the Combined Code on Corporate Governance
issued by the Financial Reporting Council in June 2008 and applied them to the extent considered appropriate
by the Board given the size of the Company.
•
•
•
•
•
•
•
The Company is headed by an effective Board of Directors.
There is a clear division of responsibilities in running the Board and running the Company’s business.
The Board currently comprises two executive and three non-executive Directors. The Chairman is a non-
executive member of the Board. In view of the size of the Company there is no formal procedure for the
appointment of new Directors.
The Board receives and reviews on a regular basis financial and operating information appropriate to the
Directors being able to discharge their duties. An annual budget is approved by the Board and a revised
forecast is prepared at the half year stage. Cash flow and other financial performance indicators are
monitored monthly against budget.
Directors submit themselves for re-election every three years by rotation in accordance with the Articles
of Association.
The Board welcomes communication from the Company’s Shareholders and positively encourages their
attendance at the Annual General Meeting.
In view of the current size of the Company and its Board the establishment of an audit committee or an
internal audit department would be inappropriate. However, the auditors have direct access to the non-
executive Chairman.
8
– 9 –
WYNNSTAY PROPERTIES PLC
REPORT OF THE DIRECTORS 2010 (continued)
Remuneration Committee
The Board currently acts as the remuneration committee, the details of the Directors’ emoluments being
set out above. It is the Company’s policy that the remuneration of Directors should be commensurate with
services provided by them to the Company.
Going Concern
The Directors have a reasonable expectation that the Company has adequate resources to continue in existence
for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the
financial statements.
Financial Risk Management Objectives
The company’s financial risk management objectives can be found in note 18 of the financial statements.
Internal Control
The Directors are responsible for the Company’s system of internal financial control, which is designed
to provide reasonable, but not absolute, assurance against material misstatement or loss. In fulfilling these
responsibilities, the Board has reviewed the effectiveness of the system of internal financial control. The
Directors have established procedures for planning and budgeting and for monitoring, on a regular basis, the
performance of the Company.
Statement as to disclosure of information to auditors
Each of the persons who are Directors at the time when this report is approved has confirmed that:
•
•
so far as each Director is aware, there is no relevant audit information of which the Company’s auditors
are unaware; and
each Director has taken all the steps that ought to have been taken as a Director, including making
appropriate enquiries of fellow Directors and the Company’s auditors for that purpose, in order to be
aware of any information needed by the Company’s auditors in connection with preparing their report
and to establish that the Company’s auditors are aware of that information.
Donations
The Company made no charitable or political donations during the year.
Annual General Meeting
The Notice of the Annual General Meeting, to be held on Wednesday 14th July 2010, is set out on page 32.
By Order of the Board,
T.J.C. Parker
Secretary.
11th June 2010
– 10 –
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF WYNNSTAY PROPERTIES PLC
We have audited the financial statements of Wynnstay Properties plc for the year ended 25 March 2010 which
are set out on pages 12 to 30. 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.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16
of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s
members those matters we are required to state to them in an auditors’ report and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company
and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As explained more fully in the Directors’ Responsibilities Statement set out on page 8, the directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and fair
view. Our responsibility is to audit the financial statements in accordance with applicable law and International
Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices
Boards (APB’s) Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient
to give reasonable assurance that the financial statements are free from material misstatement, whether caused
by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the
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 financial statements:
•
•
•
give a true and fair view of the state of the Company’s affairs as at 25 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.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion the information given in the Directors’ Report for the financial year for which the financial
statements are prepared is consistent with the financial statements.
Matters on which we are required to report by exception
Under the Companies Act 2006 we are required to report to you if, in our opinion:
•
•
•
•
adequate accounting records have not been kept, or returns adequate for our audit have not been received
from branches not visited by us; or
the financial statements 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.
We have nothing to report in respect of the above.
Julian Wilkinson, Senior Statutory Auditor
For and on behalf of Moore Stephens LLP, Statutory Auditor
150 Aldersgate Street
London EC1A 4AB
11th June 2010
– 11 –
STATEMENT OF COMPREHENSIVE INCOME FOR YEAR ENDED 25TH MARCH 2010
WYNNSTAY PROPERTIES PLC
Property Income
Property Costs
Administrative Costs
Movement in Fair Value of:
Investment Properties
Operating Income /(loss)
Investment Income
Finance Costs
Income/(loss) before Taxation
Taxation
Income/(loss) after Taxation
Basic and Diluted Earnings per Share
Notes
1
2
3
9
5
5
6
8
The company has no other items of comprehensive income.
2010
£’000
1,934
(121)
(448)
1,365
545
1,910
7
(382)
1,535
(367)
1,168
2009
£’000
1,874
(97)
(430)
1,347
(5,421)
(4,074)
41
(424)
(4,457)
484
(3,973)
37.0p
(125.9p)
– 12 –
WYNNSTAY PROPERTIES PLC
STATEMENT OF FINANCIAL POSITION 25TH MARCH 2010
2010
£’000
21,290
8
3
–
21,301
103
753
856
(200)
(877)
(65)
(269)
(1,411)
(555)
20,746
(8,300)
(81)
12,365
789
1,135
205
10,236
12,365
2009
£’000
20,745
10
3
20
20,778
101
1,119
1,220
–
(782)
–
(229)
(1,011)
209
20,987
(7,900)
–
13,087
789
1,135
205
10,958
13,087
Non Current Assets
Investment Properties
Other Property, Plant and Equipment
Investments
Deferred Taxation
Current Assets
Accounts Receivable
Cash and Cash Equivalents
Current Liabilities
Bank Loans Payable
Accounts Payable
Derivative Financial Instruments
Income Tax Payable
Net Current (Liabilities)/Assets
Total Assets Less Current Liabilities
Non-Current Liabilities
Bank Loans Payable
Deferred Taxation
Net Assets
Capital and Reserves
Share Capital
Share Premium Account
Capital Redemption Reserve
Retained Earnings
Notes
9
10
12
16
13
15
14
18
15
16
17
Approved by the Board and authorised for issue on 11th June 2010
P.G.H. Collins
Chairman
T.J.C. Parker
Finance Director
– 13 –
WYNNSTAY PROPERTIES PLC
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 25TH MARCH 2010
2010
£’000
1,535
2
(545)
(7)
317
65
(2)
93
(226)
1,232
7
–
7
(320)
(315)
800
(200)
(1,570)
(1,605)
(366)
1,119
753
2009
£’000
(4,457)
1
5,421
(41)
424
–
51
234
(221)
1,412
41
(4,786)
(4,745)
(303)
(433)
8,500
(4,200)
–
3,564
231
888
1,119
Cashflow from operating activities
Income/(Loss) before taxation
Adjusted for:
Depreciation
(Increase)/Decrease in fair value of investment properties
Interest income
Interest expense
Loss on financial liabilities at fair value
Changes in:
Trade and other receivables
Trade and other payables
Income tax paid
Net cash from operating activities
Cashflow from investing activities
Interest and other income received
Purchase of investment properties
Net cash from investing activities
Cashflow from financing activities
Dividends paid
Interest paid
Proceeds from bank loans
Repayments of bank loans
Purchase of treasury shares
Net cash from financing activities
Net (decrease)/ increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
– 14 –
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 25th MARCH 2010
WYNNSTAY PROPERTIES PLC
YEAR ENDED 25 MARCH 2010
Balance at 26 March 2009
Total comprehensive
income for the year
Dividends
Purchase of treasury shares
Share
Capital
£ 000
Capital
Redemption
Reserve
Share
Premium
Account
Retained
Earnings
£ 000
£ 000
£ 000
Total
£ 000
789
205
1,135
10,958
13,087
–
–
–
–
–
–
–
–
–
1,168
(320)
(1,570)
10,236
Balance at 25 March 2010
789
205
1,135
YEAR ENDED 25 MARCH 2009
Share
Capital
£ 000
Capital
Redemption
Reserve
Share
Premium
Account
Retained
Earnings
£ 000
£ 000
£ 000
1,168
(320)
(1,570)
12,365
Total
£ 000
Balance at 26 March 2008
Total comprehensive
expense for the year
Dividends
Balance at 25 March 2009
789
–
–
789
205
1,135
15,234
17,363
–
–
–
–
205
1,135
(3,973)
(303)
10,958
(3,973)
(303)
13,087
– 15 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2010
WYNNSTAY PROPERTIES PLC
1. ACCOUNTING POLICIES
Wynnstay Properties PLC is a public limited company incorporated and domiciled in England and Wales.
The principal activity of the company is property investment, development and management. The Company’s
ordinary shares are traded on the Alternative Investment Market.
Basis of Preparation
The Accounts have been prepared in accordance with International Financial Reporting Standards (“IFRS”)
as adopted by the EU. The financial statements have been presented in pounds sterling being the functional
currency of the company. The financial statements have been prepared under the historical cost basis modified
for the revaluation of investment properties, financial assets and financial liabilities at fair value through profit
or loss, and investments.
The financial statements comprise the results of the Company drawn up to 25th March each year.
(a) New interpretations and revised standards effective for the year ended 25 March 2010
The company has adopted the new interpretations and revised standards effective for the year ended 25th
March 2010. The following revisions to existing standards had an impact on some of the disclosures and the
presentation of the financial statements during the year:
IAS 1 Presentation of Financial Statements – The revision made substantial changes to the disclosure required
in the financial statements, as well as changing the presentation of performance. The company presents a single
statement of comprehensive income, while the statement of changes in equity is restricted to transactions with
shareholders.
IFRS 7 Financial Instruments: Disclosures – The revision resulted in an analysis of all financial instruments
that are measured subsequent to initial recognition at fair value, grouped into a hierarchy of levels 1 to 3, based
on the degree to which the fair value is observable.
(b) Standards and interpretations in issue but not yet effective
The International Accounting Standards Board (“IASB”) and International Financial Reporting Interpretations
Committee (“IFRIC”) have issued revisions to a number of existing standards and new interpretations with an
effective date of implementation after the date of these financial statements. A number of standards have also
been revised as a result of the IASB Improvements projects and the Business Combination project.
It is not anticipated that the adoption of these revised standards and interpretations will have a material impact
on the figures included in the financial statements in the period of initial application other than the following
revision to existing standards:
IFRS 9 Financial Instruments – The revision makes substantial changes to the classification of financial assets.
There will only be two main categories of financial assets: those that are carried at amortised cost and those
that are not, and must be carried at fair value. This standard will be effective for periods beginning 1st January
2013 but has not yet been issued in full and therefore the full impact on the financial statements cannot yet be
determined.
Key Sources of Estimation Uncertainty
The preparation of the financial statements requires management to make judgements, estimates and
assumptions that may affect the application of accounting policies and the reported amounts of assets and
liabilities, income and expenses.
Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision
affects only that period. The key sources of estimation uncertainty that have a significant risk of causing
material adjustment to the carrying amounts of assets and liabilities within the next financial year are those
relating to the fair value of investment properties.
– 16 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2010
WYNNSTAY PROPERTIES PLC
1. ACCOUNTING POLICIES (Continued)
Investment Properties
All the Company’s investment properties are revalued annually and stated at fair value at 25th March. The
aggregate of any resulting surpluses or deficits are taken to profit or loss.
Depreciation
In accordance with IAS 40, freehold and leasehold investment properties are included at the reporting date at
fair value, and are not depreciated. Leasehold improvements are amortised over the period of the underlying
lease.
Other plant and equipment is recognised at cost and depreciated on a straight line basis calculated at annual
rates estimated to write off each asset over its useful life of 5 years.
Property Income
Property income represents the value of accrued charges under operating leases for rental of the Company’s
properties. Revenue is measured at the fair value of the consideration received. All income is derived in the
United Kingdom.
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax. Current tax is the expected
tax payable on the taxable income for the year based on the tax rate enacted or substantially enacted at the
reporting date, and any adjustment to tax payable in respect of prior years. Taxable profit differs from income
before tax because it excludes items of income or expense that are deductible in other years, and it further
excludes items that are never taxable or deductible.
Deferred taxation is the tax expected to be payable or recoverable on differences between the carrying amounts
of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of
taxable profits, and is accounted for using the statement of financial position liability method. Deferred tax
liabilities are recognised for all taxable temporary differences (including unrealised gains on revaluation of
investment properties) 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.
Deferred tax is calculated at the rates that are expected to apply in the period when the liability is settled, or
the asset is realised. Deferred tax is charged or credited in the statement of comprehensive income, including
deferred tax on the revaluation of the asset.
Investments
Quoted investments are recognised as held at fair value, and are measured at subsequent reporting dates
at fair value, which is either at the bid price, or the latest traded price, depending on the convention of the
exchange on which the investment is quoted. Changes in fair value are recognised in profit or loss.
Trade and other accounts receivable
Trade and other receivables are initially measured at fair value as reduced by appropriate allowances for
estimated irrecoverable amounts. All receivables do not carry any interest and are short term in nature.
Cash and cash equivalents
Cash comprises cash at bank and on demand deposits. Cash equivalents are short term (less than three
months from inception), repayable on demand and which are subject to an insignificant risk of change in
value.
– 16 –
– 17 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2010
WYNNSTAY PROPERTIES PLC
1. ACCOUNTING POLICIES (Continued)
Trade and other accounts payable
Trade and other payables are initially measured at fair value. All trade and other accounts payable are
not interest bearing.
Comparative information
The information for the year ended 25 March 2009 has been extracted from the latest published audited
financial statements.
Pensions
Pension contribution towards employees’ pension plans are charged to the statement of comprehensive
income as incurred. The pension scheme is defined as a pension contribution scheme.
Financial Instruments
Derivative financial instruments are initially measured at fair value at the contract date entered into, and
subsequently measured to their fair value at each reporting date. Embedded derivatives are recognised
separately on the statement of financial position, when not closely related to the host contract. Changes
in the fair value of derivative financial instruments are recognised in profit or loss.
– 18 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2010
WYNNSTAY PROPERTIES PLC
2. PROPERTY COSTS
Rents payable
Property management
Legal fees
Agents fees
Development costs
Writedown on receivables
3. ADMINISTRATIVE COSTS
Rents payable – operating lease rentals
General administration, including Staff costs
Auditors’ Remuneration: Audit fees
Tax services
Depreciation and amortisation
2010
£’000
2009
£’000
4
7
11
30
36
38
6
121
2010
£’000
15
395
32
4
2
448
4
5
9
17
17
54
–
97
2009
£’000
15
377
33
4
1
430
Included within general administration costs above are pension payments made to a former director of
£5,724 (2009: £5,724).
4. STAFF COSTS
Staff costs, including Directors, during the year were as follows:
Wages and salaries
Social security costs
Other pension costs
Details of Directors’ emoluments, totalling £171,623 (2009 -
£176,796), are shown in the Report of the Directors on page 8.
The average number of employees, including Directors,
engaged wholly in management and administration was:
The number of Directors for whom the Company paid pension
benefits during the year was:
– 19 –
2010
£’000
163
16
15
194
2009
£’000
169
18
14
201
No.
No.
5
1
5
1
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2010
WYNNSTAY PROPERTIES PLC
5. FINANCE COSTS (NET)
Interest payable on bank loans
Loss on financial liabilities at fair value
through profit or loss (note 18)
Less: Bank interest receivable
6. TAXATION
(a) Analysis of the tax charge for the year:
UK Corporation tax at 28% (2009: 28%)
Overprovision from previous years
Deferred tax – timing differences
Current tax charge/(credit) for the year
(b) Factors affecting the tax charge for the year:
Net Income before taxation
Current Year:
Corporation tax thereon at 28% (2009 - 28%)
Expenses not deductible for tax purposes
Excess of capital allowances over depreciation
Investment (gain)/loss not taxable
Marginal Rate Relief
7. DIVIDENDS
Final dividend paid in year of 7.25p per share
(2009: 6.85p per share)
Interim dividend paid in year of 2.9p per share
(2009: 2.75p per share)
2010
£’000
317
65
382
(7)
375
2010
£’000
269
(3)
266
101
367
2009
£’000
424
–
424
(41)
383
2009
£’000
229
–
229
(713)
(484)
1,535
(4,457)
430
24
(24)
(153)
(8)
269
2010
£’000
229
91
320
(1,248)
16
(45)
1,518
(12)
229
2009
£’000
216
87
303
The Board recommends the payment of a final dividend of 7.6p per share, which will be recorded in the
Financial Statements for the year ending 25th March 2011.
– 20 –
5. FINANCE COSTS (NET)
8. EARNINGS PER SHARE
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2010
WYNNSTAY PROPERTIES PLC
Basic earnings per share are calculated by dividing Income after Taxation attributable to Ordinary
Shareholders of £1,168,000 (2009: loss £3,973,000) by the weighted average number of 3,155,267 ordinary
shares in issue during the period (2009: 3,155,267). There are no instruments in issue that would have the
effect of diluting earnings per share. The share buy back of 443,650 shares took place in March 2010 and
therefore had no material effect on the weighted average number of shares in issue.
9. INVESTMENT PROPERTIES
Cost
Balance at 25th March 2009
Additions
Revaluation Surplus/(Deficit)
Balance at 25th March 2010
2010
£’000
20,745
–
545
21,290
2009
£’000
21,380
4,786
(5,421)
20,745
The Company’s freehold investment properties were valued at £21,290,000 by Independent Valuers,
Sanderson Weatherall, Chartered Surveyors, as at 25th March 2010, in accordance with the RICS Appraisal
and Valuation Standards, on the basis of Market Value, defined as:
“The estimated amount for which a property should exchange on the date of valuation between a willing
buyer and a willing seller in an arm’s-length transaction, after proper marketing wherein the parties had each
acted knowledgeably, prudently and without compulsion”.
Freehold investment properties would have been shown at an historical cost of £17,270,000 (2009:
£17,270,000) if revaluations had not been undertaken.
Interest payable on bank loans
Loss on financial liabilities at fair value
through profit or loss (note 18)
Less: Bank interest receivable
6. TAXATION
(a) Analysis of the tax charge for the year:
UK Corporation tax at 28% (2009: 28%)
Overprovision from previous years
Deferred tax – timing differences
Current tax charge/(credit) for the year
(b) Factors affecting the tax charge for the year:
Net Income before taxation
Current Year:
Corporation tax thereon at 28% (2009 - 28%)
Expenses not deductible for tax purposes
Excess of capital allowances over depreciation
Investment (gain)/loss not taxable
Marginal Rate Relief
7. DIVIDENDS
Final dividend paid in year of 7.25p per share
(2009: 6.85p per share)
Interim dividend paid in year of 2.9p per share
(2009: 2.75p per share)
2010
£’000
317
65
382
(7)
375
2010
£’000
269
(3)
266
101
367
430
24
(24)
(153)
(8)
269
2010
£’000
229
91
320
2009
£’000
424
–
424
(41)
383
2009
£’000
229
–
229
(713)
(484)
(1,248)
16
(45)
1,518
(12)
229
2009
£’000
216
87
303
1,535
(4,457)
The Board recommends the payment of a final dividend of 7.6p per share, which will be recorded in the
Financial Statements for the year ending 25th March 2011.
– 21 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2010
WYNNSTAY PROPERTIES PLC
10. OTHER PROPERTY, PLANT AND EQUIPMENT
Office Equipment
Cost
Balance at 25th March 2009 and
at 25th March 2010
Depreciation
Balance at 25th March 2009
Charge for the Year
Balance at 25th March 2010
Net Book Values at 25th March 2010
11. OPERATING LEASES RECEIVABLE
The future minimum lease payments
receivable under non-cancellable
operating leases which expire:
Not later than one year
Between 2 and 5 years
Over 5 years
Total
2010
£’000
Total
2009
£’000
47
37
2
39
8
2010
£’000
1,556
2,557
141
4,254
47
36
1
37
10
2009
£’000
70
4,046
2,095
6,211
Rental Income recognised in the statement of comprehensive income amounted to £1,934,000 (2009:
£1,874,000)
Typically, the properties are let for a term of between 5 and 15 years at a market rent with rent reviews every
5 years. The properties are leased on terms where the tenant has the responsibility for repairs and running
costs for each individual unit with a service charge payable to cover common services provided by the
landlord on certain properties.
– 22 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2010
WYNNSTAY PROPERTIES PLC
12. INVESTMENTS
Quoted investments
13. ACCOUNTS RECEIVABLE
Other receivables
Prepayments
14. ACCOUNTS PAYABLE
Other creditors
Accruals and deferred income
15. BANK LOANS PAYABLE
Bank loan: repayable on 17 December 2013
Bank loan: repayable equally over 4 years from 31 March 2010
Bank loans payable
Repayable:
Within one year
Between one to two years
Between two to five years
Less: current position (current liabilities)
2010
£’000
3
2010
£’000
82
21
103
2010
£’000
108
769
877
2010
£’000
7,700
800
8,500
200
200
8,100
8,500
(200)
8,300
2009
£’000
3
2009
£’000
62
39
101
2009
£’000
46
736
782
2009
£’000
7,900
–
7,900
–
–
7,900
7,900
–
7,900
Interest is accruing at an effective fixed rate of 6.4% per annum on £3,600,000 of the bank loan until 31st
March 2011, with interest on any variable rate element being charged at 1.25% per annum over LIBOR.
Thereafter, interest is accruing on the remaining balance at a rate of 1.25% per annum over LIBOR until 17
December 2013.
The loan facility is secured by fixed charges over a number of freehold land and buildings owned by the
Group, which at the year end had a combined value of £13,100,000 (2009: £13,270,000). The undrawn
element of the loan facility available at 25th March 2010 was £nil (2009: £600,000). The loan is additionally
secured by a memorandum of security over cash deposits of £300,000 (2009: £600,000).
– 23 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2010
WYNNSTAY PROPERTIES PLC
16. DEFERRED TAX
Under IAS 12 Income Tax, provision is made for the deferred tax liability associated with the revaluation
of investment properties. The Company provides for deferred tax on investment properties by reference to
the tax that would be due on the sale of investment properties by applying the corporation tax rate of 28%
(2009: 28%) to the revaluation surplus after indexation allowance.
At 26th March 2009
Provision for the year
At 25th March 2010
17. SHARE CAPITAL
Ordinary Shares of 25p each:
Authorised: 8,000,000 shares
Allotted, Called Up and Fully Paid
Deferred Tax on
property
revaluation £’000
(20)
101
81
2009
£’000
2,000
789
2010
£’000
2,000
789
All shares rank equally in respect of Shareholder rights.
In March 2010, the company acquired 443,650 of its own ordinary shares from Channel Hotels and
Properties Limited at a price of £3.50 per share as the Directors deemed it was in the best interests of the
Company to do so. These shares, representing in excess of 14% of the total shares then in issue, are held as
treasury shares.
At 25th March 2010 total shares in issue are and fully paid 2,711,617 (2009: 3,155,267).
– 24 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2010
WYNNSTAY PROPERTIES PLC
18. FINANCIAL INSTRUMENTS
The objective of the Company’s policies is to manage the Company’s financial risk, secure cost effective
funding for the Company’s operations and to minimise the adverse effects of fluctuations in the financial
markets on the value of the Company’s financial assets and liabilities, on reported profitability and on the
cash flows of the Company.
At 25th March 2010 the Company’s financial instruments primarily comprise of bank loan borrowings
(together with an interest rate swap contract) and cash and cash equivalents. The main purpose of these
financial instruments was to raise finance for the Company’s operations. Throughout the period under
review, the Company has not traded in any other financial instruments. The Board reviews and agrees
policies for managing each of these risks and they are summarised below:
Credit Risk
The risk of financial loss due to a counterparty’s failure to honour its obligations arises principally in
connection with property leases and the investment of surplus cash.
Tenant rent payments are monitored regularly and appropriate action is taken to recover monies owed or, if
necessary, to terminate the lease. Funds may be invested and loan transactions contracted only with banks
and financial institutions with a high credit rating.
The Company has no significant concentration of credit risk associated with trading counterparties
(considered to be over 5% of net assets) with exposure spread over a large number of tenancies.
Concentration of credit risk exists to the extent that at 25th March 2010 and 2009, current account and
short term deposits were almost entirely held with one financial institution, Svenska Handelsbanken AB.
Maximum exposure to credit risk on cash and cash equivalents at 25th March 2010 was £753,000 (2009:
£1,119,000).
Currency Risk
As the Company’s assets and liabilities are denominated in Pounds Sterling, there is no exposure to currency
risk.
Interest Rate Risk
The Company is exposed to cash flow interest rate risk as it borrows at floating interest rates. The Company
monitors and manages its interest rate exposure on a periodic basis.
The Company finances its operations through a combination of retained profits and bank borrowings. The
Company’s policy is to borrow at fixed and floating rates of interest. As disclosed in note 15, interest is fixed
on £3,600,000 of the total bank borrowings until 31st March 2011.
The Company entered into an interest rate swap on 18th December 2008 as a hedge against a floating
element of its bank borrowing facility at a swap rate of 2.61% to which was added a margin of 3.79%,
bringing the total to a rate of 6.4% per annum. The fair value of the financial instrument amounting to
£65,000 has been recognised through profit and loss in the period.
– 25 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2010
WYNNSTAY PROPERTIES PLC
18. FINANCIAL INSTRUMENTS (continued)
Interest Rate Sensitivity
Financial instruments affected by interest rate risk include loan borrowings (together with an interest rate
swap contract) and cash deposits. The analysis below shows the sensitivity of the statement of comprehensive
income and equity to a 0.5% change in interest rates:
0.5% decrease
in interest rates
0.5% increase
in interest rates
Impact on net interest payable – gain/(loss)
Impact on net interest receivable – gain/(loss)
Total impact on pre tax profit and equity
2010
£'000
24
(4)
20
2009
£'000
22
(6)
16
2010
£'000
(24)
4
(20)
The net exposure of the Company to interest rate fluctuations was as follows:
Floating rate borrowings (bank loans)
Less: cash and cash equivalents
2010
£’000
(3,900)
753
(3,147)
2009
£'000
(22)
6
(16)
2009
£’000
(4,300)
1,119
(3,181)
Fair value of financial instruments
Except as detailed in the following table, management consider the carrying amounts of financial assets
and financial liabilities recognised at amortised cost approximate to their fair value. A comparison of book
values and fair values of the Company’s financial assets and liabilities is set out below:
Interest bearing borrowings (note 15)
2010
Book Value
£’000
(8,500)
2010
Fair Value
£’000
(8,147)
2009
Book Value
£’000
(7,900)
2009
Fair Value
£’000
(7,900)
Total
(8,500)
(8,147)
(7,900)
(7,900)
– 26 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2010
WYNNSTAY PROPERTIES PLC
18. FINANCIAL INSTRUMENTS (continued)
Categories of financial instruments
Financial assets:
Loans and receivables
Cash and cash equivalents
Total financial assets
Non-financial assets
Total assets
Financial liabilities:
Derivative instruments at fair value through profit or loss
Amortised cost
Total financial liabilities
Non-financial liabilities
Total liabilities
Shareholders’ funds
Total shareholders’ equity and liabilities
2010
£’000
103
753
856
21,301
22,157
65
9,377
9,442
350
9,792
12,365
22,157
2009
£’000
121
1,119
1,240
20,758
21,998
–
8,682
8,682
229
8,911
13,087
21,998
The following table provides an analysis of financial instruments as at 25th March that are measured
subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the
fair value is observable:
• Level 1: fair value measurements are those derived from quoted prices in active markets for identical
assets or liabilities.
• Level 2: fair value measurements are those derived from inputs other than quoted prices included within
Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e.
derived from prices).
• Level 3: fair value measurements are those derived from valuation techniques that include inputs for the
asset or liability that are not based on observable market data.
Financial instruments at 25 March 2010
Derivative instruments at fair value through
profit or loss
Quoted investments
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
–
3
3
(65)
–
(65)
–
–
–
(65)
3
(62)
There were no such financial instruments recognised in the comparative year on grounds of materiality, other
than the quoted investments classified in level 1.
– 27 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2010
WYNNSTAY PROPERTIES PLC
18. FINANCIAL INSTRUMENTS (continued)
Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting its obligations associated
with its financial liabilities. The Company has ensured continuity of funding, so that the majority of its
borrowings should mature more than one year hence. Cash and cash equivalents at 25th March 2010
amounted to £753,000. Details of the Company’s bank borrowings are set out in note 15.
The maturity of the Company’s financial liabilities was as follows:
Within one year
Between one to two years
Between two to five years
2010
£’000
200
200
8,100
8,500
2009
£’000
–
–
7,900
7,900
Capital Management
The primary objectives of the Company’s capital management are:
•
•
to safeguard the Company’s ability to continue as a going concern, so that it can continue to provide
returns for shareholders: and
to enable the Company to respond quickly to changes in market conditions and to take advantage of
opportunities
Capital comprises of shareholders equity plus net borrowings. The Company monitors capital using loan to
value and gearing ratios. The former is calculated by reference to total net debt as a percentage of the year
end valuation of the investment property portfolio. Gearing ratio is the percentage of net borrowings divided
by shareholders equity. Net borrowings comprises total borrowings less cash and cash equivalents.
The Company’s policy is that the loan to value ratio should not exceed 60% and that the gearing ratio should
not exceed 100%. The policy complies with the bank loan covenant that limits the borrowings to not more
than 65% of the value of the underlying security until 31st May 2010 at which date it is reduced to 60%.
Net borrowings (bank loans)
Cash and cash equivalents
Net borrowings
Shareholders equity
Investment properties
Loan to value ratio
Gearing ratio
2010
£'000
8,500
(753)
7,747
12,365
21,290
36.4%
62.7%
2009
£'000
7,900
(1,119)
6,781
13,087
20,745
32.7%
51.8%
– 28 –
– 29 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2010
WYNNSTAY PROPERTIES PLC
19. STATEMENT OF CASH FLOWS
Analysis of Net Debt
25th March
Cash
26th March
Cash and cash equivalents
Bank loans due within one year
Bank loan due after more than one year
Net Debt
2010
£’000
Movement
£’000
(753)
200
8,300
7,747
366
200
400
966
2009
£’000
(1,119)
–
7,900
6,781
20. COMMITMENTS UNDER OPERATING LEASES
Future rental commitments at 25th March 2010 under non-cancellable operating leases are as follows:-
Within one year
Between two to five years
Group
£’000
Company
£’000
3
18
21
3
18
21
21. RELATED PARTY TRANSACTIONS
The Company has entered into an agreement with I.F.M. Consultants Ltd, a company owned and controlled
by T.J.C. Parker, a Director of the Company, for that company to provide certain consultancy services.
During the year to 25th March 2010, I.F.M. Consultants Ltd was paid £35,875 (2009:£61,100). There were
no other related party transactions other than with the Directors, which have been disclosed under Directors’
Emoluments in the Report of the Directors on page 8.
– 29 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2010
WYNNSTAY PROPERTIES PLC
22. SEGMENTAL REPORTING
Industrial
Retail
Office
Total
2010
2009
2010
2009
2010
2009
2010
2009
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Rental Income
1,307
1,231
327
346
Gain/(Loss) on property
investments at fair value
745 (3,513)
(110)
(990)
300
(90)
297
1,934
1,874
(918)
545 (5,421)
Total income and gain
2,052 (2,282)
217
(644)
210
(621)
2,479 (3,547)
Property expenses
(124)
(97)
–
–
–
–
(121)
(97)
Segment profit/(loss)
1,931 (2,379)
217
(644)
210
(621)
2,358 (3,644)
Unallocated corporate
expenses
Operating income/(loss)
Interest expense (all relating
to property loans)
Interest income and
other income
Income/(loss) before
taxation
(448)
(430)
1,910 (4,074)
(382)
(424)
7
41
1,535
(4,457)
Other information
Industrial
Retail
Office
Total
2010
2009
2010
2009
2010
2009
2010
2009
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Segment assets
14,285
13,540
4,085
4,195
2,920
3,010
21,290
20,745
Segment assets held
as security
Segment liabilities
6,395
6,390
4,050
4,195
2,580
2,685
13,025
13,270
(8,500)
(7,900)
– 30 –
WYNNSTAY PROPERTIES PLC
FIVE YEAR FINANCIAL REVIEW
Years Ended 25th March:
IFRS
UK
GAAP
2010
£’000
2009
£’000
2008
£’000
2007
£’000
2006
£’000
PROFIT AND LOSS ACCOUNT
Property Income
Profit before Revaluation and Disposal
of Investment Properties and Taxation
Income/(Loss) before Taxation
Income(Loss) after Taxation
1,934
990
1,535
1,168
1,874
964
(4,457)
(3,973)
1,565
862
727
978
1,536
568
4,209
3,745
1,577
553
553
385
BALANCE SHEET
Investment Properties
Equity Shareholders’ Funds
PER SHARE
Basic earnings
Dividends paid and proposed
Net Asset Value – IFRS
Net Asset Value – UK GAAP
21,290
12,365
20,745
13,087
21,380
17,365
21,515
16,671
20,345
13,637
37.0p
10.5p
455p
458p
(125.9p)
10.0p
414p
414p
31p
9.5p
550p
572p
118.7p
8.9p
528p
561p
12.2p
8.3p
418p
432p
Note:
Equity Shareholders Funds and Net Asset Value per share shown above for 2006 has been restated to reflect the
change to IFRS from GAAP.
Equity Shareholders’ Funds and Net Asset Value per share shown above for 2006 has been restated in accordance
with the Provisions of FRS 21 in respect of dividend accounting.
– 31 –
WYNNSTAY PROPERTIES PLC
NOTICE OF MEETING
NOTICE IS HEREBY GIVEN that the one hundred and twenty fourth ANNUAL GENERAL MEETING
of the Members of Wynnstay Properties PLC will be held at The Royal Automobile Club, 89 Pall Mall,
London SW1Y 5HS on Wednesday, 14th July 2010, at 12.00 noon to transact the following business of which
resolutions 1 – 6 inclusive will be proposed as ordinary resolutions and resolution 7 will be proposed as a
special resolution:
ORDINARY BUSINESS
1. To adopt the Report of the Directors and the Financial Statements for the year ended 25th March 2010.
2. To declare a final dividend for the year ended 25th March 2010.
3. To fix the remuneration of the Directors.
4. To re appoint Moore Stephens LLP as Auditors.
5. To authorise the Directors to determine the remuneration of the Auditors.
6. To re elect as a Director of the Company Mr C. P. Williams, who retires and offers himself for re election.
SPECIAL BUSINESS
7. That the Directors be and they are hereby generally empowered pursuant to section 573 of the Act to
allot equity securities (as defined by section 560 of the Companies Act 2006 (the “Act”)) for cash, by
way of a sale of treasury shares (“Treasury Shares”), as if section 561 of the Act did not apply to any
such allotment, provided that this power shall be limited to the sale of Treasury Shares up to an aggregate
nominal amount of £[110,912.50] and the power hereby granted shall expire at the conclusion of the next
Annual General Meeting of the Company save that the Company may before such expiry make an offer or
agreement which would or might require Treasury Shares to be allotted after such expiry but otherwise in
accordance with the foregoing provisions of this power in which case the Directors may allot the Treasury
Shares in pursuance of such offer or agreement as if the power conferred hereby had not expired.
Registered Office:
18 Southampton Place
London WC1A 2AJ
Notes:
By Order of the Board,
T. J. C. Parker
Secretary.
11th June 2010
1. A Member entitled to attend and vote at the Meeting may appoint one or more proxies to attend, speak
and vote in his stead. The proxy need not be a Member of the Company. To be effective, completed forms
of proxy and the power of attorney or other authority (if any) under which they are signed or a copy of
that power or authority certified notarially or in accordance with the Powers of Attorney Act 1971 must
be lodged at the office of the Company’s registrars, Capita Registrars, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU at least 48 hours before the time appointed for the Meeting. A form of proxy
is enclosed.
2. Completion and return of a form of proxy will not preclude a member from attending and voting at the
meeting in person should he wish to do so.
3. The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specifies
that only those Shareholders registered in the register of members of the Company as at 12.00 noon on
12th July 2010, shall be entitled to attend or vote at the Annual General Meeting in respect of the number
of Ordinary Shares registered in their name at that time. Changes to entries on the relevant register of
securities after 12.00 noon on 12th July 2010 shall be disregarded in determining the rights of any person
to attend or vote at the Meeting.
4. Copies of the service agreements under which Directors of the Company are employed by the Company
will be available for inspection at the Company’s registered office during normal business hours on any
weekday from the date of this Notice until the date of the Annual General Meeting and for 15 minutes
prior to and during the Meeting.
– 32 –
WYNNSTAY PROPERTIES PLC
BIOGRAPHIES OF THE DIRECTORS
Philip G.H. Collins (Non-Executive Chairman) aged 62, is a Solicitor and was appointed Chairman of the
Office of Fair Trading from 1st October 2005, prior to which he was a partner in an international firm based
in the City where he specialised in E.U. law, with particular emphasis on competition issues. Previously, after
practising for some years in the corporate and commercial field, he was seconded for a period to work as
Chief Legal Adviser in an industrial group. He was appointed a Director of Wynnstay Properties in 1988 and
elected Chairman in October 1998.
Christopher Paul Williams (Managing Director) aged 52 is a Chartered Surveyor and holds a Degree
in Land Management as well as an MBA. He has spent his entire career in commercial property including
fourteeen years with MEPC where he held a number of senior positions. Paul has also worked for Lloyds
TSB, Legal & General, GE Pensions and Credit Suisse Asset Management and joined Wynnstay Properties as
Managing Director in February 2006.
Charles H. Delevingne (Non-Executive) aged 60. After spending his early career as a partner with prominent
estate agencies, in 1981 he founded Harvey White Properties Limited, a substantial private commercial property
investment company, which he continues to own and operate jointly. He was appointed to the Board in June
2002.
Terence J. Nagle (Senior Independent Non-Executive) aged 67, is a Chartered Surveyor who has spent his
entire career in property with companies which include Mobil Oil and Rank Xerox. In 1972 he joined Brixton
Estate and was Property Director from 1984 to 1993 and Managing Director from 1993 to 1997. He was
appointed a Director of Wynnstay Properties in October 1998.
Toby J. C. Parker (Finance Director and Company Secretary) aged 55, is a Chartered Accountant who
has worked for a number of small and medium sized companies in a varied number of business sectors both in
the UK and abroad. He was appointed a Director of Wynnstay Properties in August 2007.
– 33 –
– 34 –
– 35 –
– 36 –