Wynnstay Properties PLC
Annual Report and Financial Statements
for the year ended 25 March 2012
WYNNSTAY PROPERTIES PLC
CHAIRMAN’S STATEMENT
REPORT OF THE DIRECTORS
and
FINANCIAL STATEMENTS
YEAR ENDED 25TH MARCH 2012
CONTENTS
Directors and Advisers
Summary of Property Portfolio
Chairman’s Statement
Report of the Directors
Report of the Auditors
Primary 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
32
33
34
– 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 2012
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
Short Wyre Street
4 Retail Units
High Street
High Street
Station Road
Offices
Retail Unit
5 Industrial Units
Hertingfordbury Road
2 Industrial Units
Brooks Road
North Street
2 Retail Warehouse Units
Retail Unit
City Trading Estate
6 Industrial Units
Huntingdon Road
6 Industrial Units
High Street
Retail Unit
Aldershot
Alton
Aylesford
Basingstoke
Chessington
Colchester
Cosham
Gosport
Heathfield
Hertford
Lewes
Midhurst
Norwich
St. Neots
Shirley
Twickenham
Third Cross Road
Development Site
Uckfield
Bell Lane
4 Industrial Units
All the above properties are Freehold.
– 3 –
WYNNSTAY PROPERTIES PLC
CHAIRMAN’S STATEMENT
Since I wrote to you at this time last year, despite the unsettled macro-economic environment prevailing
throughout 2011 and 2012 which has undoubtedly adversely affected the commercial property market, your
company has been very active in its core business of property asset management. Where lease expiries are
approaching, we have generally been able to retain existing tenants who might otherwise have been tempted to
move, thereby keeping vacancies and associated non-recoverable costs together with bad debts to a minimum; we
have relet vacant space to new tenants; we have disposed of properties that are non-core to our long term portfolio
and where future rental and capital growth are limited in prospect; and we have acquired new properties for the
portfolio which meet our investment criteria within our preferred geographic area of operation. As a result, the
Board is confident that its management and investment strategy place your company in a stronger position to
continue to prosper for your benefit.
Overview of financial performance
Against this background, the financial performance for the year may be summarised as follows:
• Profit before movement in fair value of investment
+31%
£1,158,000
£886,000
Change
2012
2011
properties and taxation
• Earnings per share
• Dividends per share, paid and proposed
• Net asset value per share
• Gearing
-74%
–
-1.3%
-4.2%
4.3p
10.5p
456p
50.3%
16.6p
10.5p
462p
52.5%
Profit before the movement in fair value of investment properties for the year was significantly higher than last
year, principally as a result of the sale of investment properties at above net book value and reduced financing
costs, both discussed further below. Earnings per share were however substantially reduced compared to the
previous year due to the impact of the reduction in the valuation of the property portfolio, which is required to
be reflected in the statement of comprehensive income (thus affecting earnings), as well as in the statement of
financial position (thus affecting net asset value per share), as shown above. It will be noted from this table that
whilst modest changes in the value of the portfolio from year to year can have a dramatic impact on earnings, the
impact on net asset value is far less pronounced.
Property Management and Portfolio
As anticipated in my interim statement, property income was somewhat lower than the previous year at £1.50
million (2011 - £1.69 million), principally as a result of the loss of rental income from vacant properties and from
properties formerly in the portfolio that had been sold in the previous year.
Shareholders will recall that, following the grant of planning consent for the change of use of the upper floors
of our office building in Colchester, and with little prospect of future rental and capital growth, we marketed the
freehold of the property for sale and accepted an offer. Unfortunately the sale process became very protracted and
did not eventually proceed to completion. However, we were successful in achieving a sale at an improved price,
to another purchaser with completion on 23rd March 2012.
Towards the end of the year, we also began negotiations to sell our development site at Twickenham and our
industrial unit at Alton and I am pleased to report that terms have been agreed and that since the year end the sale
of Twickenham has been completed.
The proposals for our site at Twickenham had become rather drawn out. Shareholders will recall that we obtained
planning consent in 2008 for the redevelopment of the site, which then comprised four industrial units. After
considering various options, we obtained vacant possession of the units, which had been let on a short-term
basis. To preserve our planning permission we commenced the development by demolishing the units last
– 4 –
WYNNSTAY PROPERTIES PLC
CHAIRMAN’S STATEMENT (continued)
Autumn whilst we continued to explore various alternatives for the development of the site. There was interest
in the site from a number of developers and we have recently completed the sale at a price of £1.62m. Whilst
this is very slightly below the year end net book value, it is worth noting that prior to preparing our plans for its
redevelopment the book value of the property with the industrial units was £900,000. As a result, even though we
have incurred some property costs, we consider that the outcome is an excellent one for Shareholders. The sale
contract also provides that, should the purchaser obtain an improved planning consent in the next five years, then a
further payment will be due to Wynnstay.
In relation to the industrial unit at Alton, our tenants vacated the property some time ago, leaving a sub-tenant
in occupation of part of the premises. Whilst continuing to pay rent until the end of their lease and accepting
responsibility for dilapidations, our tenants indicated that they would not renew the lease. However, the sub-
tenants expressed an interest in purchasing the premises and terms have been agreed for them to purchase the
freehold. I hope to have further news at the time of the Annual General Meeting.
Shortly before the end of the year, as I reported in my interim statement, we completed the purchase of two retail
warehouse units on an estate just outside Lewes in Sussex. The units are let to two well-known national chains,
with significant unexpired terms on the leases, and are on an established out-of-town retailing location, with other
well-known retail outlets located nearby. The consideration of £1.26 million was funded from our existing facility
and the net initial yield is 7.8%.
Since the year end, we have also completed the purchase of a freehold office property opposite the railway station
in Surbiton, Surrey. The building is let to part of the YMCA network which has taken a new 10 year lease from
December 2011 without breaks. The consideration of £1.6 million was also funded from our existing facility
and the net initial yield is 7.8%. We continue to actively seek other investment opportunities which will add
shareholder value to the portfolio.
In a busy year on the management side we have been successful in reletting or renewing 10 leases across the estate.
As has always been the case, we believe that strong proactive relationships with our tenants are important and we
continue to work closely with them to understand their current and future needs and thus to reduce the incidence
of tenant defaults and vacant premises arising in the portfolio, with their attendant costs and loss of income. As a
result of this attention to detail our vacancy rate remains low at only 2% on a rental basis and we suffered no bad
debts during the year under review.
Portfolio Valuation
As at 25 March 2012, our independent Valuers, Sanderson Weatherall and Chesterton Humberts, have undertaken
the annual valuation of the company’s portfolio at £19,325,000, representing as mentioned above, a modest fall,
on a like-for-like basis of 4%, over the valuation at the end of the prior year. This valuation is before adjusting for
estimated costs to sell of £36,400 for those properties classified as non current assets held for sale at the year end
and is a satisfactory outcome given the conditions in the commercial property market and the economy as a whole.
Following the revaluation at the year-end, the industrial sector within the portfolio accounted for 68% by value,
with the office and retail elements comprising 12% and 20% respectively.
Borrowings and Gearing
Net borrowings at the year-end were £7.19 million (2011 - £7.45 million) and net gearing at the year-end was
50.7% compared to 52% last year.
As I have previously observed, the Company benefits from the historically very low levels of interest payable
under our borrowing facility where the rate of interest is variable and is linked to Libor. At present, there seems
to be limited prospect of an increase in interest rates in the immediate future, but the Board continues to keep
the position under close review. The Board has commenced outline discussions with its bankers as regards the
refinancing of the loans that fall due in December 2013. The Board considers that the properties recently added to
the portfolio and the new leases recently completed will assist in negotiating satisfactory terms.
– 5 –
WYNNSTAY PROPERTIES PLC
CHAIRMAN’S STATEMENT (continued)
Costs
As last year, our property costs this year have been significantly impacted by a number of one off costs relating to
the Twickenham site. Administrative costs were held at about the same level as in the previous year.
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 2011 and, subject to approval of Shareholders
at the Annual General Meeting, a final dividend of 7.6p per share will be paid on 23rd July 2012 to Shareholders
on the register on 29th June 2012.
The Directors have decided to maintain their fees, together with salary and consultancy fees in the current year,
at the same level as last year. This commitment, together with the holding of the dividend, demonstrates the
alignment of the Directors’ interests with those of the Shareholders.
Outlook
It is difficult to give a clear view given that the prospects for the United Kingdom economy are uncertain, even
in the medium to long-term. Nevertheless, your Company has performed well in the difficult conditions over the
past few years and it remains in robust health. The changes that we have made to the portfolio should add to the
quality of our earnings and the value of our assets, delivering an improved income stream and net asset value for
Shareholders in the longer term.
Unsolicited approaches to shareholders
Shareholders are reminded that unsolicited approaches regarding their shares may be from fraudsters. Your
attention is drawn to the letter enclosed.
Annual General Meeting
Our Annual General Meeting will be held at the Royal Automobile Club on Thursday 19th July 2012. As always,
I would encourage as many Shareholders as possible to attend so that they can both take part in the formal
business and meet the Board and other Shareholders informally before and after the meeting and discuss the
Company’s activities.
Colleagues and Advisers
I opened this statement with reference to the amount of activity that has taken place this year. Wynnstay relies on
the commitment, expertise and enthusiasm of our two executive directors – Paul Williams, our Managing Director,
and Toby Parker, our Finance Director – to manage the company’s affairs effectively and efficiently subject to the
Board’s oversight with the modest resources made available to them. The two executive directors and I, as your
Chairman, benefit from the experience and wisdom of our two non-executive directors – Charles Delevingne and
Terence Nagle, both of whom have spent their entire careers in commercial property. I would like to thank all of
them as well as our advisers for their professionalism, wise counsel and support throughout the past year.
18th June 2012
Philip G.H. Collins
Chairman
– 6 –
WYNNSTAY PROPERTIES PLC
REPORT OF THE DIRECTORS 2012
The Directors present their One Hundred and Twenty-sixth Annual Report, together with the audited Financial
Statements of the Company for the year ended 25th March 2012.
Principal Activity
The principal activity of the Company during the year continued to be that of Property Owners, Developers and
Managers.
Income for the Year
The income for the year after taxation amounted to £117,000 (2011: £449,000). 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 31.
The key performance indicators for the Company are those relating to the underlying movement in both rental
income and in the value of its property investments as set out below:
• The reduction in rental income is 11.1% (2011: reduction of 12.5%).
• The reduction in value of the investment portfolio is 4.1% (2011: reduction of 5.5%).
The principal risks and uncertainties are those associated with the commercial property 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.
Events since the end of the year
On 27th April, the Company completed on the purchase of a freehold office building in Surbiton for £1,600,000
which is let on a long lease to the YMCA. On 11th June, the Company completed on the sale of the freehold
property in Twickenham for £1,620,000.
Dividends
The Directors have decided to recommend a final dividend of 7.6 pence per share for the year ended 25th March
2012 payable on 23rd July 2012 to those shareholders on the register on 29th June 2012. This dividend, together
with the interim dividend of 2.9 pence paid on 10th December 2011, represents a total for the year of 10.5 pence
(2011 – 10.5 pence).
Investment properties
The investment properties have been valued by Sanderson Weatherall and Chesterton Humberts on the basis of
Market Value at 25th March 2012. The movement in investment properties is set out in Note 9 on page 22.
– 7 –
WYNNSTAY PROPERTIES PLC
REPORT OF THE DIRECTORS 2012 (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 2012 and 25th March 2011 are shown below:
Ordinary Shares of 25p
25.3.11
25.3.12
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 2012 and 2011.
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. P.G.H. Collins retires by rotation and, being
eligible, offers himself for re-election.
Brief biographies of each of the Directors appear on page 34.
Directors’ Emoluments
Directors’ emoluments for the year ended 25th March 2012 are set out below:-
P.G.H. Collins
C.P. Williams
C.H. Delevingne
T.J. Nagle
T.J.C.Parker
Total 2012
Total 2011
Salaries
–
96,750
–
–
–
Fees
29,525
10,562
10,562
10,562
10,562
Pension
–
9,675
–
–
–
Benefits
–
2,281
–
–
–
Total
2012
29,525
119,268
10,562
10,562
10,562
Total
2011
29,525
113,778
10,562
10,562
10,562
£96,750
£71,773
£9,675
£2,281
£180,479
£92,000
£71,773
£9,200
£2,016
£174,989
I.F.M. Consultants Limited, a company owned and controlled by Mr T.J.C. Parker, was paid a fee of £36,648
(2011: £33,825) for services rendered during the year (see note 22).
8– 8 –
WYNNSTAY PROPERTIES PLC
REPORT OF THE DIRECTORS 2012 (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 18 June 2012, 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
281,118
Percentage of
Issued Share
Capital 2012
31.38%
10.37%
Percentage of
Issued Share
Capital 2011
31.38%
6.8%
8
– 9 –
WYNNSTAY PROPERTIES PLC
REPORT OF THE DIRECTORS 2012 (continued)
Payment Policy for Creditors
It is the Company’s policy to agree payment terms with suppliers when negotiating business transactions and
pay suppliers in accordance with contractual or other legal obligations. At 25 March 2012, the average credit
payment period was 2 days (2011: 2 days) of actual purchases.
Corporate Governance
The Board of Directors is accountable to Shareholders for the good corporate governance of the Company
under the AIM rules for companies. The Company is not required to comply with the UK Corporate
Governance Code which has been in force since 29 June 2010. However, the Board is aware of the best
practice defined by the Code and has adopted procedures to the extent considered appropriate.
• 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.
– 10 –
WYNNSTAY PROPERTIES PLC
REPORT OF THE DIRECTORS 2012 (continued)
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 Thursday 19th July 2012, is set out on page 33.
By Order of the Board,
T.J.C. Parker
Secretary.
18th June 2012
– 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 2012 which
are set out on pages 13 to 31. The financial reporting framework that has been applied in their preparation is
applicable law and International Financial Reporting Standards (IFRSs) 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 auditor’s report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the
company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditor
As explained more fully in the Directors’ Responsibilities Statement set out on page 9, the directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and fair
view. Our responsibility is to audit and express an opinion on the financial statements in accordance with
applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply
with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to
give reasonable assurance that the financial statements are free from material misstatement, whether caused by
fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the 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. In addition,
we read all the financial and non-financial information in the Annual Report to identify material inconsistencies
with the audited financial statements. If we become aware of any apparent material misstatements or
inconsistencies we consider the implications for our report.
Opinion on financial statements
In our opinion the financial statements:
• give a true and fair view of the state of the company’s affairs as at 25th March 2012 and of its profit for the
year then ended;
• have been properly prepared in accordance with IFRSs as adopted by the European Union; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors’ Report for the financial year for which the financial
statements are prepared is consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following:
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• 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 and the part of the Directors’ Remuneration Report to be audited are not in agreement
with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Julian Wilkinson, Senior Statutory Auditor
For and on behalf of Moore Stephens LLP, Statutory Auditor
150 Aldersgate Street
London EC1A 4AB
18th June 2012
– 12 –
– 13 –
STATEMENT OF COMPREHENSIVE INCOME FOR YEAR ENDED 25TH MARCH 2012
WYNNSTAY PROPERTIES PLC
Property Income
Property Costs
Administrative Costs
Movement in Fair Value of:
Investment Properties
Profit/(Loss) on Sale of Investment Property
Operating Income
Investment Income
Finance Costs
Income before Taxation
Taxation
Income 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.
2012
£’000
1,503
(182)
(389)
932
(866)
346
412
3
(123)
292
(175)
117
2011
£’000
1,691
(136)
(389)
1,166
(225)
(39)
902
6
(247)
661
(212)
449
4.3p
16.6p
– 13 –
– 13 –
WYNNSTAY PROPERTIES PLC
STATEMENT OF FINANCIAL POSITION 25TH MARCH 2012
2012
£’000
16,965
-
3
16,968
319
966
1,285
2,324
(808)
(217)
(1,025)
2,584
19,552
(7,187)
(6)
2011
£’000
18,825
6
3
18,834
26
881
907
1,295
(757)
(240)
(997)
1,205
20,039
(7,455)
(56)
12,359
12,528
789
(1,570)
1,135
205
11,800
12,359
789
(1,570)
1,135
205
11,969
12,528
Notes
9
10
12
14
13
15
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
Accounts Payable
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 18th June 2012
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 2012
2012
£’000
292
6
866
(3)
123
–
(346)
(293)
51
(248)
(123)
325
3
(1,330)
1,641
314
(286)
(1,605)
1,337
(554)
85
881
966
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
Cashflow from operating activities
Income before taxation
Adjusted for:
Depreciation
Decrease in fair value of investment properties
Interest income
Interest expense
Profit on financial liabilities at fair value
(Profit)/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
Purchase of investment properties
Sale of investment properties
Net cash from investing activities
Cashflow from financing activities
Dividends paid
Repayments on bank loans
Drawdown on bank loans
Net cash from financing activities
Net increase 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 2012
WYNNSTAY PROPERTIES PLC
YEAR ENDED 25 MARCH 2012
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)
11,969
12,528
–
–
–
–
–
–
117
(286)
117
(286)
Balance at 26 March 2011
Total comprehensive
income for the year
Dividends – note 7
Balance at 25 March 2012
789
205
1,135
(1,570)
11,800
12,359
YEAR ENDED 25 MARCH 2011
Share
Capital
£ 000
Capital
Redemption
Reserve
Share
Premium
Account
Treasury
Shares
Retained
Earnings
£ 000
£ 000
£ 000
£ 000
Total
£ 000
Balance at 26 March 2010
789
205
1,135
(1,570)
11,806
12,365
Total comprehensive
income for the year
Dividends – note 7
–
–
Balance at 25 March 2011
789
–
–
–
–
449
449
(286)
(286)
1,135
(1,570)
11,969
12,528
–
205
– 16 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2012
WYNNSTAY PROPERTIES PLC
1. ACCOUNTING POLICIES
Wynnstay Properties PLC is a public limited company incorporated and domiciled in England & 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. The Company’s registered
number is 00022473.
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 2012
The directors have adopted all new and revised standards and interpretations issued by the International
Accounting Standards Board (“IASB”) and 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 periods beginning or before 26 March 2011.
(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 other than the
following revisions to existing standards.
IFRS 9: Financial Instruments – The standard makes substantial changes to the recognition and
measurement of financial assets and financial liabilities and de-recognition of financial assets. In the future
there will only be two categories of financial assets; those at fair value through profit and loss and those
measured at amortised cost.
Most financial liabilities will continue to be carried at amortised cost, however, some financial liabilities will
be required to be measured at fair value through profit and loss, for example derivative financial instruments,
with changes in the liabilities’ credit risk recognised in other comprehensive income.
The standard is effective for accounting periods beginning on or after 1 January 2015.
IFRS 13: Fair Value Measurement – The standard outlines a single framework for measuring fair value
and the required disclosure thereof when required or permitted by other International Financial Reporting
Standards. The standard is unlikely to impact the fair value measurement of assets and liabilities that are
currently recognised at fair value, however there will be greater disclosure given.
The standard is effective for accounting periods beginning on or after 1 January 2013.
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.
– 17 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2012
WYNNSTAY PROPERTIES PLC
1. ACCOUNTING POLICIES (Continued)
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.
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 investment properties are included in the statement of financial position at
fair value, and are not depreciated.
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 Company’s
properties. Revenue is measured at the fair value of the consideration receivable. 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.
– 18 –
– 19 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2012
WYNNSTAY PROPERTIES PLC
1. ACCOUNTING POLICIES (Continued)
The Company provides for deferred tax on investment properties by reference to the tax that would be due on
the sale of investment properties. 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.
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
non-interest bearing.
Pensions
Pension contributions towards employees’ pension plans are charged to the statement of comprehensive
income as incurred. The pension scheme is a defined 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. 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 2012
WYNNSTAY PROPERTIES PLC
2. PROPERTY COSTS
Rents payable
Empty rates
Twickenham costs
Property management
Legal fees
Agents fees
Bad debts
3. ADMINISTRATIVE COSTS
Rents payable – operating lease rentals
General administration, including staff costs
Auditors’ remuneration: Audit fees
Tax services
Depreciation and amortisation
2012
£’000
5
44
66
18
133
39
10
–
182
2012
£’000
17
329
32
5
6
389
2011
£’000
5
46
–
29
80
37
12
7
136
2011
£’000
20
330
32
5
2
389
Included within General administration costs above are pension payments made to a former Director of £nil
(2011: £5,724).
4. STAFF COSTS
Staff costs, including Directors, during the year were as follows:
Wages and salaries
Social security costs
Other pension costs
2012
£’000
167
18
10
195
2011
£’000
166
18
15
199
Details of Directors’ emoluments, totalling £180,479 (2011: £174,989), 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:
No.
No.
5
1
5
1
– 20 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2012
WYNNSTAY PROPERTIES PLC
5. FINANCE COSTS (NET)
Interest payable on bank loans
Profit 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 26% (2011: 28%)
Deferred tax – temporary differences
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 26% (2011 - 28%)
Expenses not deductible for tax purposes
Excess of capital allowances over depreciation
Investment loss on fair value not taxable
Investment gain not taxable
Marginal rate relief
7. DIVIDENDS
Final dividend paid in year of 7.6p per share
(2011: 7.6p per share)
Interim dividend paid in year of 2.9p per share
(2011: 2.9p per share)
2012
£’000
123
–
123
(3)
120
2012
£’000
225
(50)
175
292
76
14
–
225
(90)
–
225
2012
£’000
206
80
286
2011
£’000
312
(65)
247
(6)
241
2011
£’000
237
(25)
212
661
185
8
(7)
63
–
(12)
237
2011
£’000
206
80
286
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 2013.
– 21 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2012
WYNNSTAY PROPERTIES PLC
8. EARNINGS PER SHARE
Basic earnings per share are calculated by dividing Income after Taxation attributable to Ordinary
Shareholders of £117,000 (2011: £449,000) by the weighted average number of 2,711,617 (2011:
2,711,617) ordinary shares in issue during the period. There are no instruments in issue that would have
the effect of diluting earnings per share.
9. INVESTMENT PROPERTIES
Investment Properties
Balance at 25th March 2011
Additions
Disposals
Revaluation deficit
Less:
Assets held for sale (note 13)
Balance at 25th March 2011
Additions
Disposals
Balance at 25th March 2012
Investment properties at 25th March 2012
2012
£’000
18,825
1,330
–
(866)
19,289
1,295
2,324
(1,295)
2,324
16,965
2011
£’000
21,290
–
(945)
(225)
20,120
–
1,295
–
1,295
18,825
The Company’s freehold investment properties were valued at £19,325,000 by Independent Valuers,
Sanderson Weatherall and Chesterton Humberts, Chartered Surveyors, as at 25th March 2012, 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”.
Assets held for sale of £2,324,000 included an adjustment to exclude the estimated costs to sell of £36,400
from the valuation.
Freehold investment properties, including assets held for sale (Note 13), would have been shown at an
historical cost of £15,187,400 (2011: £16,613,000) if revaluations had not been undertaken.
– 22 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2012
WYNNSTAY PROPERTIES PLC
10. OTHER PROPERTY, PLANT AND EQUIPMENT
Cost
Balance at 25th March 2011 and 25th March 2012
Depreciation
Balance at 25th March 2011
Charge for the Year
Balance at 25th March 2012
Net Book Values at 25th March 2012
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
2012
£’000
2011
£’000
47
41
6
47
–
2012
£’000
1,361
2,646
144
4,151
47
39
2
41
6
2011
£’000
1,389
2,439
197
4,025
Rental Income recognised in the statement of comprehensive income amounted to £1,503,000 (2011:
£1,691,000).
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 above analysis reflects future minimum lease payments receivable to the next break
clause in the operating lease. 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 2012
WYNNSTAY PROPERTIES PLC
12. INVESTMENTS
Quoted investments
13. NON CURRENT ASSETS HELD FOR SALE
Investment properties held for sale
2012
£’000
3
2012
£’000
2,324
2011
£’000
3
2011
£’000
1,295
The Company anticipates that it will sell two commercial properties within the current financial year and,
as a result, these properties have been re-classified as held for sale. Since the year end, the Company has
completed on the sale of a development site at Twickenham.
14. ACCOUNTS RECEIVABLE
Other receivables
15. ACCOUNTS PAYABLE
Other creditors
Accruals and deferred income
16. BANK LOANS PAYABLE
Bank Loan: Repayable on 17 December 2013
2012
£’000
319
319
2012
£’000
184
624
808
2012
£’000
7,187
2011
£’000
26
26
2011
£’000
153
604
757
2011
£’000
7,455
Interest is being charged at 1.25% per annum over LIBOR on the loan until 17 December 2013.
The loan facility is secured by fixed charges over a number of freehold land and buildings owned by the
Company, which at the year end had a combined value of £13,443,800 (2011: £11,590,000). The undrawn
element of the loan facility available at 25th March 2012 was £1.3million (2011: £1.05million). The loan is
additionally secured by a memorandum of security over cash deposits of £nil (2011: £300,000).
– 24 –
– 25 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2012
WYNNSTAY PROPERTIES PLC
17. DEFERRED TAX
The movement in the deferred tax liability during the year is as follows:
At 26th March 2011
Release of provision for the year
At 25th March 2012
18. SHARE CAPITAL
Ordinary Shares of 25p each:
Authorised
Allotted, Called Up and Fully Paid
Deferred Tax
on property
revaluation
£’000
56
(50)
6
2011
£’000
2,000
789
2012
£’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. These shares, representing in excess of 14% of the
total shares in issue, are held in Treasury.
– 25 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2012
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 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 2012 the Company’s financial instruments comprised borrowings and cash and cash
equivalents, with short term receivables and short term payables excluded from IFRS 7. 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 2012 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 exist to the extent that at 25th March 2012 and 2011, current account and short
term deposits were held with two financial institutions, Svenska Handelsbanken AB and C Hoare & Co .
Maximum exposure to credit risk on cash and cash equivalents at 25th March 2012 was £966,000 (2011:
£885,000).
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 currently 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.
– 26 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2012
WYNNSTAY PROPERTIES PLC
19. FINANCIAL INSTRUMENTS (Continued)
Interest Rate Sensitivity
Financial instruments affected by interest rate risk include loan borrowings 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
2012
£'000
36
(5)
31
2011
£'000
37
(4)
33
2012
£'000
(36)
5
(31)
The net exposure of the Company to interest rate fluctuations was as follows:
Floating rate borrowings (bank loans)
Less: cash and cash equivalents
2012
£'000
(7,187)
966
(6,221)
2011
£'000
(37)
4
(33)
2011
£'000
(7,455)
881
(6,574)
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)
2012
Book Value
£’000
(7,187)
2012
Fair Value
£’000
(7,037)
2011
Book Value
£’000
(7,455)
2011
Fair Value
£’000
(7,213)
Total
(7,187)
(7,037)
(7,455)
(7,213)
– 27 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2012
WYNNSTAY PROPERTIES PLC
19. FINANCIAL INSTRUMENTS (Continued)
Categories of financial instruments
Financial assets:
Loans and receivables
Cash and cash equivalents
Quoted investments
Total financial assets
Non-financial assets
Total assets
Financial liabilities at amortised cost:
Non-financial liabilities
Total liabilities
Shareholders’ equity
Total shareholders’ equity and liabilities
2012
£’000
319
966
3
1,288
19,289
20,577
8,212
6
8,218
12,359
20,577
2011
£’000
26
881
3
910
20,126
21,036
8,452
56
8,508
12,528
21,036
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 2012
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 2012
WYNNSTAY PROPERTIES PLC
19. FINANCIAL INSTRUMENTS (Continued)
Financial instruments at 25 March 2011
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
68
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 net borrowings 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%.
Total Borrowings
Cash and cash equivalents
Net borrowings
Shareholders equity
Investment properties
Loan to value ratio
Gearing ratio
2012
£'000
7,187
(966)
6,221
12,359
19,289
32.2%
50.3%
2011
£'000
7,455
(881)
6,574
12,528
20,120
32.7%
52.5%
– 29 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2012
WYNNSTAY PROPERTIES PLC
20. STATEMENT OF CASH FLOWS
Analysis of Net Debt
25th March
Cash
26th March
Cash and cash equivalents
Bank loan due after more than one year
Net Debt
2012
£’000
(966)
7,187
6,221
Movement
£’000
(85)
(268)
(353)
2011
£’000
(881)
7,455
6,574
21. COMMITMENTS UNDER OPERATING LEASES
Future rental commitments at 25th March 2012 under non-cancellable operating leases are as follows:-
Within one year
Between two to five years
2012
£’000
21
5
26
2011
£’000
15
7
22
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 2012, I.F.M. Consultants Ltd was paid £36,648 (2011: £33,825). 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.
23. EVENTS AFTER THE END OF THE REPORTING PERIOD
On 27th April, the Company completed on the purchase of a freehold office building in Surbiton for
£1,600,000 which is let on a long lease to the YMCA. On 11th June, the Company completed on the sale of
the freehold property in Twickenham for £1,620,000.
– 30 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2012
WYNNSTAY PROPERTIES PLC
24. SEGMENTAL REPORTING
Industrial
Retail
Office
Total
2012
2011
2012
2011
2012
2011
2012
2011
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Rental Income
1,020
1,100
214
Loss on property
investments at fair value
(866)
(105)
299
(110)
269
292
(10)
1,503
1,691
(866)
(225)
Total income and gain
154
995
214
189
269
282
637
1,466
Property expenses
(182)
(136)
–
–
–
–
(182)
(136)
Segment (loss)/profit
(28)
859
214
189
269
282
455
1,330
Unallocated corporate
expenses
Profit/(Loss) on sale of
investment property
Operating income
Interest expense (all relating
to property loans)
Interest income and
other income
Income before taxation
(389)
(389)
346
(39)
412
902
(123)
(247)
3
6
292
661
Other information
Industrial
Retail
Office
Total
2012
2011
2012
2011
2012
2011
2012
2011
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Segment assets
13,036
14,180
3,960
3,030
2,293
2,910
19,289
20,120
Segment assets held
as security
7,191
6,015
3,960
3,030
2,293
2,545
13,444
11,590
– 31 –
WYNNSTAY PROPERTIES PLC
FIVE YEAR FINANCIAL REVIEW
IFRS
Years Ended 25th March:
2012
£’000
2011
£’000
2010
£’000
2009
£’000
2008
£’000
PROFIT AND LOSS ACCOUNT
Property Income
Profit before movement in fair value of
Investment Properties and Taxation
Income/(Loss) before Taxation
Income(Loss) after Taxation
1,503
812
292
117
1,691
925
661
449
1,934
990
1,535
1,168
1,874
964
(4,457)
(3,973)
1,565
862
727
978
BALANCE SHEET
Investment Properties
Equity Shareholders’ Funds
PER SHARE
Basic earnings
Dividends paid
Net Asset Value
19,289
12,359
20,120
12,528
21,290
12,365
20,745
13,087
21,380
17,365
4.3p
10.5p
456p
17p
10.5p
462p
43.1p
10.5p
456p
(126p)
10.00p
414p
31p
9.45p
550p
– 32 –
– 33 –
WYNNSTAY PROPERTIES PLC
NOTICE OF MEETING
NOTICE IS HEREBY GIVEN that the one hundred and twenty-sixth 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, 19th July 2012, at 12.00 noon to transact the following business which will be
proposed as ordinary resolutions:
ORDINARY RESOLUTIONS
1. To adopt the Report of the Directors and the Financial Statements for the year ended 25th March 2012.
2 To declare a final dividend for the year ended 25th March 2012.
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 P.G.H. Collins, who retires and offers himself for re election.
Registered Office:
150 Aldersgate Street
London EC1A 4AB
Notes:
By Order of the Board,
T. J. C. Parker
Secretary.
18th June 2012
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
17th July 2012, 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 17th July 2012 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.
– 33 –
WYNNSTAY PROPERTIES PLC
BIOGRAPHIES OF THE DIRECTORS
Philip G.H. Collins (Non-Executive Chairman) aged 64, 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 54 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 62. 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. Appointed to the Board in June 2002.
Terence J. Nagle (Senior Independent Non-Executive) aged 69, 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 57, 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.
– 34 –
– 35 –
– 36 –