Wynnstay Properties PLC
Annual Report and Financial Statements
for the year ended 25 March 2011
WYNNSTAY PROPERTIES PLC
CHAIRMAN’S STATEMENT
REPORT OF THE DIRECTORS
and
FINANCIAL STATEMENTS
YEAR ENDED 25TH MARCH 2011
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
12
13
17
33
34
35
– 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
150 Aldersgate Street, London EC1A 4AB
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 2011
Eastern Road
Newman Lane
Industrial Unit
Industrial Unit
Quarry Wood 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
Industrial Unit
High Street
Station Road
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
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 on the results and the performance of your company for the year ended 25 March 2011, the
125th year of its existence. Despite the uncertainties in the economy and the financial and commercial property
markets which have been challenging for many businesses, including some of Wynnstay’s tenants, this has been a
satisfactory year and, I am pleased to say, your company remains in good health.
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
• Dividends per share, paid and proposed:
• Net asset value per share:
Change
-10.6%
- 60.5%
–
+ 1.5%
2011
2010
£886,000
£990,000
16.6p
10.5p
462p
43.1p
10.5p
456p
Property Management and Portfolio
As anticipated in my interim statement, property income was lower at £1.69 million (2009 - £1.93 million),
principally as the result of the disposal of our retail premises at Dorking for £925,000 (excluding sale costs) in
August 2010 on which I reported in that statement, and the existence of a number of vacant premises, notably our
Crawley warehouse which has been non-income producing since the lease expired in July 2010.
We conducted negotiations with several prospective tenants for this property, but ultimately none proceeded
to completion. However, close to the year end we received a satisfactory offer for the freehold of this building
and took the decision to sell it in view of the difficulty of securing a good tenant in the short to medium term on
a basis which would provide value for shareholders. I am pleased to report that this sale was completed on 10th
June and the sale price of £1.1million was significantly in excess of book value, which together with the release
of a provision for repairs to the building, results in a profit of circa £265,000 which will be reflected in next year’s
accounts.
One of the larger units at our industrial estate in Aylesford became vacant during the year and this also
contributed to the reduction in income, although I am delighted that since the year end it has been relet on
satisfactory terms.
As shareholders are aware we obtained planning consent in 2008 for the redevelopment of our property at
Twickenham and after considering various options we obtained vacant possession of the four units which had
been let on a short term basis in order to prepare for the development or disposal of the site. We are currently
discussing with our architects certain changes to the scheme to improve its marketability.
Following the grant of planning consent for the change of use of the upper floors of our office building in
Colchester, which I reported on last year, and with little prospect of future rental and capital growth, we marketed
the freehold of the property for sale and have accepted an offer. I hope to be in a position to update you further
about this at the Annual General Meeting.
In a busy year on the management side we have been successful in re-letting or renewing leases on other units
at our Aylesford Industrial Estate, in addition to the one already mentioned above, and in renewing the two leases
on generally satisfactory terms at Hertford as well as securing a new tenant at one of the three units at the Oakcroft
Business Centre at Chessington, and for one of the retail units at Colchester.
We continue to manage actively our relationships with our tenants and to work closely with them to
understand their current and future needs and thus to reduce the incidence of vacant premises and tenant defaults
arising in the portfolio, with their attendant costs and loss of income.
– 4 –
WYNNSTAY PROPERTIES PLC
CHAIRMAN’S STATEMENT (continued)
Portfolio Valuation
As at 25 March 2011, our Independent Valuers, Sanderson Weatherall, have undertaken the annual valuation of
the Company’s portfolio at £20,120,000, representing a modest fall, on a like-for-like basis of £225,000 or 1%,
over the valuation at the end of the prior year. This fall, coupled with the sale of the Dorking property, results in a
total reduction in the value of the investment portfolio of 5.5%. This is a satisfactory outcome given the conditions
and challenges in the economy and the markets.
Following the revaluation, as at the year-end, the industrial sector within the portfolio accounted for 70% by
value, with the retail and office elements each comprising 15%.
Borrowings and Gearing
Net borrowings at the year-end were £7.45 million (2010 - £8.5 million) and net gearing at the year-end was 52%
compared to 62% last year as a result of the sale of the Dorking property in August 2010.
The Company has benefited 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 expired in March 2011, so all our borrowings are now on variable terms. At the time of writing, there
seems to be little indication of an increase in interest rates until later in the calendar year, but the Board continues
to keep the position under close review.
Costs
Our property costs during the year were significantly impacted by the level of empty business rates on the vacant
premises to which I have referred above, although our total property costs were only slightly above last year.
Administrative costs were somewhat lower compared to the previous year, as we continue to exercise tight control
over overheads and the changes that we made in 2007-8 continue to deliver significant savings.
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 make market purchases of its own shares were duly passed. This authority expires at the conclusion
of this year’s Annual General Meeting. Accordingly, a General Meeting is being convened following the Annual
General Meeting in order to consider resolutions granting a new authority for the Company to purchase its
own shares. A separate circular is being posted to shareholders together with this Annual Report and Financial
Statements.
Dividend
The Directors are recommending a total dividend for the year at the same level as last year, namely 10.5p per
share. An interim dividend of 2.9p per share was paid in December 2010 and, subject to approval of shareholders
at the Annual General Meeting, a final dividend of 7.6p per share will be paid on 22nd July 2011 to shareholders
on the register on 24th June 2011.
Outlook
Prospects for the United Kingdom economy continue to be uncertain in the light of many challenges including
rising taxation, lack of consumer confidence, increasing inflation and reduced public spending. As we have seen
over the past year in your Company, these conditions can affect the ability to retain tenants and to relet vacant
premises promptly and on acceptable terms.
Nevertheless, your Company remains in a sound and healthy position 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.
– 5 –
WYNNSTAY PROPERTIES PLC
CHAIRMAN’S STATEMENT (continued)
Tributes
John Langrishe
John Langrishe was a descendant of one of the founding families of Wynnstay and had a long and active
involvement with the Company over his long life. He was a solicitor and a partner in the firm, Peake & Co., which
had formed the Company in 1886. As well as being a shareholder, he acted as legal adviser, Board member,
Managing Director and Chairman. He oversaw the disposal of the flats at Wynnstay Gardens, Kensington in the
1960’s and the significant strategic move of the Company into commercial property. With detailed knowledge
of Wynnstay’s history, he knew a significant number of its shareholders and their family connections with the
Company, and kept in contact with many of them after retirement. After standing down from the Board, which he
had joined in 1959 he retained an active interest in the Company’s development right up to the time of his death in
December 2010.
Ian Lockhart
Ian Lockhart, who joined the Board as a non-executive Director in 1972, was also a solicitor and a partner in
Peake & Co. and thus also knew a considerable number of the shareholders and their families. He provided
informed and wise counsel to the Board during a period of significant change and considerable challenges. He
retired prematurely due to sudden ill-health and died in April 2011.
Hugh Bird
Hugh Bird, like John Langrishe, was also a descendant of one of the founding families of Wynnstay. He was a
significant individual shareholder and a regular attendee at our Annual General Meetings, in latter years despite
his advancing age and ill-health. He always took a keen interest in the Company’s affairs and was keen to preserve
its individual character and its future as a family enterprise.
I am sure that many shareholders would join with me in conveying our condolences to their wives and families.
Colleagues and Advisers
As always, it would not be possible for Wynnstay to operate as it does, in a tight, lean and purposeful way without
the hard work of Paul Williams, our Managing Director, and Toby Parker, our Finance Director and I would like
to thank them as well as my fellow directors and our professional advisers for their support and advice throughout
the past challenging year.
Annual General Meeting
Our Annual General Meeting will be held at the Royal Automobile Club on Thursday 14th July 2011 at 12 noon.
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 your Company’s activities.
14th June 2011
Philip G.H. Collins
Chairman
– 6 –
WYNNSTAY PROPERTIES PLC
REPORT OF THE DIRECTORS 2011
The Directors present their One Hundred and Twenty-fifth Annual Report, together with the audited Financial
Statements of the Company for the year ended 25th March 2011.
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 £449,000 (2010 – £1,168,000). Details of movements in
reserves are set out in the statement of changes in equity on page 16.
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 and notes are set out on pages 13 to 32.
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 reduction in rental income is (12.5%) (2010: growth of 3.2%).
• The reduction in value of the investment portfolio is 5.5% (2010: growth of 2.6%).
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.
Events since the end of the year
In late May the Company exchanged sale contracts on its freehold premises at Crawley for a price of £1,100,000
with completion set in mid June 2011. This represents a premium to the book value and should give rise to a profit
to the company of £265,000.
Dividends
The Directors have decided to recommend a final dividend of 7.6 pence per share for the year ended 25th March
2011 payable on 22nd July 2011 to those shareholders on the register on 24th June 2011. This dividend, together
with the interim dividend of 2.9 pence paid on 10th December 2010, represents a total for the year of 10.5 pence
(2010 – 10.5 pence).
Investment properties
The investment properties have been valued by Sanderson Weatherall on the basis of Market Value at 25th March
2011. The movement in investment properties is set out in Note 9 on page 22.
Purchase by the Company of its own shares
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.
– 7 –
WYNNSTAY PROPERTIES PLC
REPORT OF THE DIRECTORS 2011 (continued)
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 2011 and 25th March 2010 are shown below:
Ordinary Shares of 25p
25.3.10
25.3.11
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 2011 and 2010.
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. T.J.C. Parker retires by rotation and, being
eligible, offers himself for re-election.
Brief biographies of each of the Directors appear on page 35.
Directors’ Emoluments
Directors’ emoluments for the year ended 25th March 2011 are set out below:-
P.G.H. Collins
C.P. Williams
C.H. Delevingne
T.J. Nagle
T.J.C.Parker
Total 2011
Total 2010
Salaries
–
92,000
–
–
–
Fees
29,525
10,562
10,562
10,562
10,562
Pension
–
9,200
–
–
–
Benefits
–
2,016
–
–
–
Total
2011
29,525
113,778
10,562
10,562
10,562
Total
2010
28,119
113,327
10,059
10,059
10,059
£92,000
£71,773
£9,200
£2,016
£174,989
£92,000
£68,355
£9,200
£2,068
£171,623
I.F.M. Consultants Limited, a company owned and controlled by Mr T.J.C. Parker, was paid a fee of £33,825
for services rendered during the year (see note 22).
8– 8 –
WYNNSTAY PROPERTIES PLC
REPORT OF THE DIRECTORS 2011 (continued)
Statement of Directors’ Responsibilities
The directors are responsible for preparing the Directors’ Report and the financial statements in accordance
with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law
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.
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
As at 14 June 2011, 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
Mr P.G.H. Collins
850,836
Mr D. Gibson
183,118
Percentage of
Issued Share
Capital 2011
31.38%
6.8%
Percentage of
Issued Share
Capital 2010
26.97%
5.8%
8
– 9 –
WYNNSTAY PROPERTIES PLC
REPORT OF THE DIRECTORS 2011 (continued)
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.
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.
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 19 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.
– 10 –
WYNNSTAY PROPERTIES PLC
REPORT OF THE DIRECTORS 2011 (continued)
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 Thursday 14th July 2011, is set out on page 34.
By Order of the Board,
T.J.C. Parker
Secretary.
14th June 2011
– 11 –
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 2011 which
are set out on pages 13 to 32. 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 2011 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
14th June 2011
– 12 –
– 13 –
STATEMENT OF COMPREHENSIVE INCOME FOR YEAR ENDED 25TH MARCH 2011
WYNNSTAY PROPERTIES PLC
Property Income
Property Costs
Administrative Costs
Movement in Fair Value of
Investment Properties
Loss on Sale of Investment Property
Operating Income
Investment Income
Finance Costs
Income before Taxation
Taxation
Income after Taxation
Notes
1
2
3
9
5
5
6
2011
£’000
1,691
(136)
(389)
1,166
(225)
(39)
902
6
(247)
661
(212)
449
2010
£’000
1,934
(121)
(448)
1,365
545
–
1,910
7
(382)
1,535
(367)
1,168
Basic and diluted earnings per share
16.6p
43.1p
The company has no other items of comprehensive income.
– 13 –
– 13 –
WYNNSTAY PROPERTIES PLC
STATEMENT OF FINANCIAL POSITION 25TH MARCH 2011
2011
£’000
18,825
6
3
18,834
26
881
907
1,295
–
(757)
–
(240)
(997)
1,205
20,039
(7,455)
(56)
12,528
789
(1,570)
1,135
205
11,969
12,528
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
(1,570)
1,135
205
11,806
12,365
Notes
9
10
12
14
13
15
19
16
17
18
Non Current Assets
Investment Properties
Other Property, Plant and Equipment
Investments
Current Assets
Accounts Receivable
Cash and Cash Equivalents
Non Current Assets held for Sale
Current Liabilities
Bank Loans Payable
Accounts Payable
Derivative Financial Instruments
Income Taxes Payable
Net Current Assets
Total Assets Less Current Liabilities
Non-Current Liabilities
Bank Loans Payable
Deferred Taxation
Net Assets
Capital and Reserves
Share Capital
Treasury shares
Share Premium Account
Capital Redemption Reserve
Retained Earnings
Approved by the Board and authorised for issue on 14th June 2011
P.G.H. Collins
Chairman
T.J.C. Parker
Finance Director
– 14 –
WYNNSTAY PROPERTIES PLC
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 25TH MARCH 2011
2011
£’000
661
2
225
(6)
312
(65)
39
77
(120)
(266)
(312)
547
6
906
912
(286)
–
(1,045)
–
(1,331)
128
753
881
2010
£’000
1,535
2
(545)
(7)
317
65
–
(2)
93
(226)
(315)
917
7
–
7
(320)
800
(200)
(1,570)
(1,290)
(366)
1,119
753
Cashflow from operating activities
Income before taxation
Adjusted for:
Depreciation
Decrease/(Increase) in fair value of investment properties
Interest income
Interest expense
(Profit)/Loss on financial liabilities at fair value
Loss on disposal of investment properties
Changes in:
Trade and other receivables
Trade and other payables
Income taxes paid
Interest paid
Net cash from operating activities
Cashflow from investing activities
Interest and other income received
Sale of investment properties
Net cash from investing activities
Cashflow from financing activities
Dividends paid
Proceeds from bank loans
Repayments of bank loans
Purchase of treasury shares
Net cash from financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
– 15 –
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 25th MARCH 2011
WYNNSTAY PROPERTIES PLC
YEAR ENDED 25 MARCH 2011
Share
Capital
£ 000
789
–
–
Capital
Redemption
Reserve
Share
Premium
Account
Treasury
Shares
Retained
Earnings
£ 000
£ 000
£ 000
£ 000
Total
£ 000
205
1,135
(1,570)
11,806
12,365
–
–
–
–
–
–
449
(286)
449
(286)
Balance at 26 March 2010
Total comprehensive
income for the year
Dividends – note 7
Balance at 25 March 2011
789
205
1,135
(1,570)
11,969
12,528
YEAR ENDED 25 MARCH 2010
Share
Capital
£ 000
Capital
Redemption
Reserve
Share
Premium
Account
Treasury
Shares
Retained
Earnings
£ 000
£ 000
£ 000
£ 000
Total
£ 000
Balance at 26 March 2009
789
205
1,135
Total comprehensive
income for the year
Dividends
Purchase of treasury shares
–
–
–
–
–
–
–
–
–
–
–
10,958
13,087
1,168
(320)
1,168
(320)
(1,570)
–
(1,570)
Balance at 25 March 2010
789
205
1,135
(1,570)
11,806
12,365
– 16 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2011
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 measured 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 2011
The directors have adopted all new and revised standards and interpretations issued by the International
Accounting Standards Board (“IASB”) and International Financial Reporting Interpretations Committee
(“IFRIC”) of the IASB that are relevant to the operations and effective for accounting periods beginning on
or after 26 March 2010.
(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.
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.
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.
– 17 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2011
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.
Non-current assets are classified as held for sale if their carrying amount will be recovered through a sale
transaction rather than through continuing use. This condition is regarded as met only when the sale is
highly probable and the asset is available for immediate sale in its present condition. Management must be
committed to the sale, which should be expected to qualify for recognition as a completed sale within one
year from the date of classification. Non-current assets classified as held for sale are measured at the lower
of the assets’ previous carrying amount and fair value less cost to sell.
Depreciation
In accordance with IAS 40, freehold and leasehold investment properties are included in the balance sheet 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.
Disposal of Investments
The gains and losses on the disposal of investment properties and other investments are included in the
statement of comprehensive income in the year of disposal.
Property Income
Property Income represents the value of accrued charges under operating leases for rental of the Group’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 investment property.
– 18 –
– 19 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2011
WYNNSTAY PROPERTIES PLC
1. ACCOUNTING POLICIES (Continued)
Investments
The quoted investment is recognised as held at fair value, and is 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.
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 2010 has been extracted from the latest published audited
financial statements.
Pensions
Pension contributions 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 that do not qualify for hedge accounting are
recognised in profit or loss.
– 19 –
– 19 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2011
WYNNSTAY PROPERTIES PLC
2. PROPERTY COSTS
Rents payable
Empty rates
Property management and repairs
Legal fees
Agents fees
Credit losses
3. ADMINISTRATIVE COSTS
Rents payable – operating lease rentals
General administration, including staff costs
Auditors’ remuneration: Audit fees
Tax services
Depreciation and amortisation
2011
£’000
2010
£’000
5
46
29
80
37
12
7
4
–
7
11
30
74
6
136
121
2011
£’000
20
330
32
5
2
389
2010
£’000
15
395
32
4
2
448
Included within General administration costs above are pension payments made to a former director of
£5,724 (2010: £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 £174,989 (2010:
£171,623), 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:
– 20 –
2011
£’000
166
18
15
199
2010
£’000
163
16
15
194
No.
No.
5
1
5
1
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2011
WYNNSTAY PROPERTIES PLC
5. FINANCE COSTS (NET)
Interest payable on bank loans
(Profit)/Loss on financial liabilities at fair value
through profit or loss (note 19)
Less: Bank interest receivable
6. TAXATION
(a) Analysis of the tax charge for the year:
UK Corporation tax at 28% (2010: 28%)
Overprovision from previous years
Deferred tax – timing differences – note 17
Current tax charge for the year
(b) Factors affecting the tax charge for the year:
Net Income before taxation
Current Year:
Corporation tax thereon at 28% (2010 - 28%)
Expenses not deductible for tax purposes
Excess of capital allowances over depreciation
Investment loss/(gain) not taxable
Marginal rate relief
7. DIVIDENDS
Final dividend paid in year of 7.6p per share
(2010: 7.25p per share)
Interim dividend paid in year of 2.9p per share
(2010: 2.9p per share)
2011
£’000
312
(65)
247
(6)
241
2011
£’000
237
–
237
(25)
212
661
185
8
(7)
63
(12)
237
2011
£’000
206
80
286
2010
£’000
317
65
382
(7)
375
2010
£’000
269
(3)
266
101
367
1,535
430
24
(24)
(153)
(8)
269
2010
£’000
229
91
320
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 2012.
– 21 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2011
WYNNSTAY PROPERTIES PLC
8. EARNINGS PER SHARE
Basic earnings per share are calculated by dividing Income after Taxation attributable to Ordinary
shareholders of £449,000 (2010: £1,168,000) by the weighted average number of 2,711,617 (2010:
3,155,267) ordinary shares in issue during the period. 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 effect on the weighted average number of shares in issue as at March 2010.
9. INVESTMENT PROPERTIES
Cost
Balance at 25th March 2010
Disposals
Assets held for sale (note 13)
Revaluation (Deficit)/Surplus
Balance at 25th March 2011
2011
£’000
21,290
(945)
(1,295)
(225)
18,825
2010
£’000
20,745
–
–
545
21,290
The Group’s freehold investment properties were valued at £20,120,000 by Independent Valuers, Sanderson
Weatherall, Chartered Surveyors, as at 25th March 2011, 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, including assets held for sale (Note 13), would have been shown at an
historical cost of £16,613,000 (2010: £17,270,000) if revaluations had not been undertaken.
– 22 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2011
WYNNSTAY PROPERTIES PLC
10. OTHER PROPERTY, PLANT AND EQUIPMENT
Cost
Balance at 25th March 2010 and
at 25th March 2011
Depreciation
Balance at 25th March 2010
Charge for the Year
Balance at 25th March 2011
Net Book Values at 25th March 2011
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
2011
£’000
2010
£’000
47
39
2
41
6
2011
£’000
1,389
2,439
197
4,025
47
37
2
39
8
2010
£’000
1,556
2,557
141
4,254
Rental Income recognised in the statement of comprehensive income amounted to £1,691,000 (2010:
£1,934,000).
Typically, the properties were 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.
– 23 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2011
WYNNSTAY PROPERTIES PLC
12. INVESTMENTS
Quoted investments
13. NON CURRENT ASSETS HELD FOR SALE
Investment properties
2011
£’000
3
2011
£’000
1,295
2010
£’000
3
2010
£’000
–
The company anticipates that it will sell two commercial properties within the current financial year and
as a result, these properties are re-classified under this heading in accordance with IFRS5.
14. ACCOUNTS RECEIVABLE
Other receivables
Prepayments
15. ACCOUNTS PAYABLE
Other creditors
Accruals and deferred income
16. BANK LOANS PAYABLE
Bank Loan: Repayable on 17 December 2013
Bank Loan: Repayable equally over 4 years from 31 March 2010
2011
£’000
26
–
26
2011
£’000
153
604
757
2011
£’000
7,455
–
7,455
2010
£’000
82
21
103
2010
£’000
108
769
877
2010
£’000
7,700
800
8,500
Interest has been fixed at 6.351% 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 of £3,855,000 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 £11,625,000 (2010: £13,100,000). The undrawn
element of the loan facility available at 25th March 2011 was £1.05million (2010: £nil). The loan is
additionally secured by a memorandum of security over cash deposits of £300,000 (2010: £300,000).
– 24 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2011
WYNNSTAY PROPERTIES PLC
17. DEFERRED TAX
Under IAS 12 Income Tax, provision is made for the deferred tax liability associated with the revaluation of
investment properties. The Group 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% (2010:
28%) to the revaluation deficit after indexation allowance.
At 26th March 2010
Release of provision in the year – note 6
At 25th March 2011
18. SHARE CAPITAL
Ordinary Shares of 25p each:
Authorised: 8,000,000 shares
Allotted, Called Up and Fully Paid
Deferred Tax on
property
revaluation £’000
81
(25)
56
2010
£’000
2,000
789
2011
£’000
2,000
789
All shares rank equally in respect of Shareholder rights.
In March 2010, the company acquired 443,650 Ordinary shares of Wynnstay Properties plc from Channel
Hotels and Properties Ltd 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 in issue, are held
in Treasury. At 25th March 2011, total shares in issue and fully paid are 3,155,267, of which 443,650 are
held in treasury.
– 25 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2011
WYNNSTAY PROPERTIES PLC
19. 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 2011 the Company’s financial instruments primarily comprise bank loan borrowings 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 and the fair value of the Company’s financial assets and liabilities at 25th March 2011
is not materially different from their book value. 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 Group 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 2011 and 2010, 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 2011 was £881,000 (2010:
£753,000).
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 16, interest was fixed on £3,600,000 of the Company’s
bank borrowings until 31st March 2011. The Company entered into an interest rate swap on December 18th
2008 as a hedge against the fixed 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 at 25th March 2011 is £nil (2010: £65,000).
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 2011
amounted to £881,000. Details of the Company’s bank borrowings are set out in Note 16.
– 26 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2011
WYNNSTAY PROPERTIES PLC
19. 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
2011
£'000
37
(4)
33
2010
£'000
24
(4)
20
2011
£'000
(37)
4
(33)
The net exposure of the Company to interest rate fluctuations was as follows:
Floating rate borrowings (bank loans)
Less: cash and cash equivalents
2011
£'000
(3,855)
881
(2,974)
2010
£'000
(24)
4
(20)
2010
£'000
(3,900)
753
(3,147)
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 16)
2011
Book Value
£’000
(7,455)
2011
Fair Value
£’000
(7,213)
2010
Book Value
£’000
(8,500)
2010
Fair Value
£’000
(8,147)
Total
(7,455)
(7,213)
(8,500)
(8,147)
– 27 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2011
WYNNSTAY PROPERTIES PLC
19. 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
2011
£’000
26
881
907
20,129
21,036
–
8,212
8,212
296
8,508
12,528
21,036
2010
£’000
103
753
856
21,301
22,157
65
9,377
9,442
350
9,792
12,365
22,157
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 2011
Quoted investments
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
3
3
–
–
–
–
3
3
– 28 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2011
WYNNSTAY PROPERTIES PLC
19. FINANCIAL INSTRUMENTS (continued)
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)
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 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% of the total value of investment
properties and that the gearing ratio should not exceed 100%. Due to the decrease in the independent
valuation of the secured investment properties at 25 March 2011, the market value for those properties
was not enough to reach a percentage of 60% of secured investment properties in line with the bank’s loan
covenant. The Company has received a facility amendment letter to increase the limit in borrowings to not
exceed 65% of the market value of the underlying security until 30th June 2011 at which date it will return
to 60%.
Loan borrowings
Cash and cash equivalents
Net borrowings
Shareholders equity
Investment properties
Loan to value ratio
Gearing ratio
2011
£'000
7,455
(881)
6,574
12,528
20,120
32.7%
52.5%
2010
£'000
8,500
(753)
7,747
12,365
21,290
36.4%
62.7%
– 29 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2011
WYNNSTAY PROPERTIES PLC
20. 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
2011
£’000
Movement
£’000
(881)
–
7,455
6,574
(128)
(200)
(845)
1,173
2010
£’000
(753)
200
8,300
7,747
21. COMMITMENTS UNDER OPERATING LEASES
Future rental commitments at 25th March 2011 under non-cancellable operating leases are as follows:-
Within one year
Between two to five years
2011
£’000
15
7
22
2010
£’000
3
18
21
22. 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 2011, I.F.M. Consultants Ltd was paid £33,825 (2010: £35,875). 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.
– 30 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2011
WYNNSTAY PROPERTIES PLC
23. SEGMENTAL REPORTING
Industrial
Retail
Office
Total
2011
2010
2011
2010
2011
2010
2011
2010
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Rental Income
1,100
1,307
299
327
Gain/(Loss) on property
investments at fair value
(105)
745
(110)
(110)
292
(10)
300
(90)
1,691
1,934
(225)
545
Total income and gain
995
2,052
149
217
282
210
1,466
2,479
Property expenses
(136)
(121)
–
–
–
–
(136)
(121)
Segment profit
859
1,931
149
217
282
210
1,330
2,358
Unallocated corporate
expenses
Loss on sale of
investment property
Operating income
Interest expense (all relating
to property loans)
Interest income and
other income
Income before taxation
(389)
(448)
(39)
–
902
1,910
(247)
(382)
6
7
661
1,535
Other information
Industrial
Retail
Office
Total
2011
2010
2011
2010
2011
2010
2011
2010
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Segment assets
14,180
14,285
3,030
4,085
2,910
2,920
20,120
21,290
Segment assets held
as security
6,015
6,395
3,030
4,050
2,545
2,580
11,590
13,025
– 31 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2011
WYNNSTAY PROPERTIES PLC
24. EVENTS AFTER THE END OF THE REPORTING PERIOD
On 27th May 2011 the company entered into a sale contract for £1,100,000 of its freehold interest at Crawley
with a completion date of 10th June 2011. This sale, together with a release of provisions for repairs to the
building, will give rise to a profit to the company of circa £265,000. The proceeds from sale will be used to
discharge bank loans.
– 32 –
– 33 –
WYNNSTAY PROPERTIES PLC
FIVE YEAR FINANCIAL REVIEW
IFRS
Years Ended 25th March:
2011
£’000
2010
£’000
2009
£’000
2008
£’000
2007
£’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
1,691
886
661
449
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
BALANCE SHEET
Investment Properties
Equity Shareholders’ Funds
PER SHARE
Basic earnings
Dividends paid
Net Asset Value – IFRS
20,120
12,528
21,290
12,365
20,745
13,087
21,380
17,365
21,515
16,671
17p
10.5p
462p
43p
10.5p
456p
(126p)
10p
414p
31p
9.45p
550p
119p
8.9p
528p
– 33 –
WYNNSTAY PROPERTIES PLC
NOTICE OF MEETING
NOTICE IS HEREBY GIVEN that the one hundred and twenty-fifth 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 Thursday, 14th July 2011, at 12.00 noon to transact the following business, of which
resolutions 1 to 6 inclusive will be proposed as ordinary resolutions and resolution 7 will be proposed as a
special resolution:
ORDINARY RESOLUTIONS
1. To adopt the Report of the Directors and the Financial Statements for the year ended 25th March 2011.
2. To declare a final dividend for the year ended 25th March 2011.
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 T J C Parker, who retires and offers himself for re election.
SPECIAL RESOLUTION
7. That the Directors be and they are hereby generally empowered pursuant to Section 573 of the Companies
Act 2006 (the “Act”) to allot equity securities (as defined by Section 560 of the Act) for cash, by way of a
sale of 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 £101,685.75
and the power hereby granted shall expire at the conclusion of the Annual General Meeting of the
Company to be held in 2013 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 treasury shares in
pursuance of such offer or agreement as if the power conferred hereby had not expired.
Registered Office:
150 Aldersgate Street
London EC1A 4AB
Notes:
By Order of the Board,
T. J. C. Parker
Secretary.
14th June 2011
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 2011, 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 2011 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.
– 34 –
WYNNSTAY PROPERTIES PLC
BIOGRAPHIES OF THE DIRECTORS
Philip G.H. Collins (Non-Executive Chairman) aged 63, 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. Appointed a Director of Wynnstay Properties in 1988 and elected
Chairman in October 1998.
Paul Williams (Managing Director) aged 53 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 a fourteen
year period 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 61. 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. Appointed to the Board in June 2002.
Terence J. Nagle (Senior Independent Non-Executive) aged 68, 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. Appointed a
Director of Wynnstay Properties in October 1998.
Toby J. C. Parker (Finance Director and Company Secretary) aged 56, 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. Appointed a Director of Wynnstay Properties in August 2007.
– 35 –