Wynnstay Properties PLC
Annual Report and Financial Statements
for the year ended 25 March 2013
WYNNSTAY PROPERTIES PLC
CHAIRMAN’S STATEMENT
REPORT OF THE DIRECTORS
and
FINANCIAL STATEMENTS
YEAR ENDED 25TH MARCH 2013
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 & CO LIMITED
131 Finsbury Pavement, London EC2A 1NT
valuers
SANDERSON WEATHERALL LLP
Eisley Court, 20/22 Great Titchfield Street, London W1W 8BE
registrars
CAPITA REGISTRARS LIMITED
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 –
Aldershot
Aylesford
Basingstoke
Chessington
Colchester
Cosham
Gosport
Heathfield
Hertford
Lewes
Midhurst
Norwich
St. Neots
Shirley
Surbiton
Uckfield
WYNNSTAY PROPERTIES PLC
SUMMARY OF PROPERTY PORTFOLIO
AT 25TH MARCH 2013
Eastern Road
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
St James’ Street
Bell Lane
Retail Unit
Offices
4 Industrial Units
All the above properties are Freehold.
– 3 –
WYNNSTAY PROPERTIES PLC
CHAIRMAN’S STATEMENT
I am pleased to report that your company has enjoyed another successful year in its core commercial property
activities despite the continuing challenging economic environment to which I referred when I wrote to you at
this time last year. The portfolio has continued to be actively managed and we continue to search out good quality
investments that will add value for shareholders, in terms of income and capital value, in the medium to longer
term.
Overview of financial performance
Against this background, the financial performance for the year may be summarised as follows:
• Property income
• 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
• Net gearing
Change
+8.3%
(4.7)%
2013
2012
£1,628,000
£1,503,000
£1,103,000
£1,158,000
+2.8%
(3.9)%
(9.7)%
(7.1p)
10.8p
438p
40.6%
4.3p
10.5p
456p
50.3%
Whilst property income increased to £1.63 million from £1.5 million last year, reflecting the benefit of new
streams of rental income from the latest additions to our portfolio, namely the two retail warehouse units at Lewes
and the office premises at Surbiton, the purchases of which we completed in March and April 2012 respectively,
profit before the movement in fair value of the investment properties fell marginally to £1,103,000 reflecting in
part the lower profits than in the preceding year from selling property. During the year, we sold our industrial unit
at Alton at a profit of £100,000 whereas in 2012 we sold two properties at a profit of £346,000. The income from
the two new purchases has more than compensated for the loss of income from the sale of the Alton property.
Earnings per share were reduced compared to the previous year due to the reduction in the value of the portfolio
mentioned below. As I have explained in previous reports, accounting rules now require any positive or negative
movements in the value of the portfolio to be reflected both 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). This
means that, especially in a small company such as Wynnstay, modest changes (up or down) in the value of the
portfolio from year to year can have a dramatic impact on earnings, even though the impact on net asset value is
far less pronounced, with a reduction of 3.9%.
Property Management and Portfolio
Once again, it has been a busy year on the management side. We have been successful in reletting, renewing
or varying 13 leases across the portfolio. In addition to those mentioned in my interim statement concerning
Aylesford, Heathfield, Norwich, St Neots and Uckfield, I am pleased to say that we have renewed or extended
leases for two units at the Oakcroft Business Park at Chessington as well as two further units at Aylesford, our
industrial unit at Aldershot, one of the industrial units at Uckfield and the retail premises at Shirley. The terms
agreed in some cases have had to reflect current market conditions, resulting in shorter leases or lower rents but
your Board is content that the agreements reached are the best achievable.
In this connection and as I have previously noted, we believe that strong, positive 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 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)
On the other hand, economic conditions facing many of our tenants are very tough, and I regret to report that our
longstanding tenant at Hertford, a firm of printers, went out of business late last year. The premises have been
subject to some minor refurbishment works prior to re-letting and are now being offered in the market. Whilst
there has been some interest for a variety of possible uses, it may well be some time before they become income
producing. This business failure, together with a prudent view of other tenants with a poor payment record,
has resulted in our first significant bad debt for many years of £28,000 which is reflected in this years accounts
together with the refurbishment costs of about £20,000.
Apart from the acquisition of the office premises in Surbiton early in the year already referred to above, we did not
make any other acquisitions during the year although a number of proposals were actively considered. Towards
the very end of the year, we considered several interesting potential purchases and I am pleased to report that we
negotiated terms and completed the purchase on one of them in the second half of May. Crown Close Industrial
Estate in Hailsham, East Sussex is an estate of seven small industrial units, let to predominantly locally established
businesses. We paid £905,000 and with passing rents of £83,000 it shows an attractive yield of gross 9.2% and
8.7% net. This estate fits well with our other industrial estate holdings in the area of Heathfield and Uckfield. At
the time of writing, we have a number of other possible acquisitions under active consideration and I hope to have
further news of these for you in due course.
Portfolio Valuation
As at 25 March 2013, our Independent Valuers, Sanderson Weatherall, have undertaken the annual valuation of
the company’s portfolio at £17,700,000, representing a modest fall, on a like-for-like basis of £937,000 or 5.5%,
over the valuation at the end of the prior year. The Board consider this to be a satisfactory outcome given the
continuing uncertainties affecting the commercial property market and the broader economic conditions.
Following the revaluation, as at the year-end, the industrial sector within the portfolio accounted for 60% by value,
with the retail and office elements comprising 18% and 22% respectively.
Borrowings and Gearing
Total borrowings at the year-end were £5.4 million (2012 - £7.2 million) and net gearing at the year-end was
40.6% compared to 50.3% last year. The lower borrowings reflect loan repayments made following the disposal of
our Alton and Twickenham properties.
As you may recall, the five-year term of our borrowing facility of £8.5 million with Svenska Handelsbanken
expires in December 2013. Having tested the market, we have received an indicative offer from them for a
new five year facility of £10 million, the main terms of which have been agreed in principle with the detailed
agreements currently being under negotiation. The Board have no reason to suppose that this facility will not be
taken up, and will publish an update on the company’s website as and when the paperwork is finalised.
The Company benefits from the historically very low levels of interest payable under our existing borrowing
facility where the rate of interest is variable and is linked to LIBOR. As most businesses negotiating with
their bankers have found, the margins over LIBOR sought by lenders have increased substantially over those
available in 2008 and this will be reflected in our new facility. However, the Board considers that an increased
facility of £10 million on the main terms agreed in principle, is in the best interest of the Company for its further
development. As regards the prevailing outlook for interest rates generally, according to most commentators, there
seems to be limited prospect of an increase in rates in the immediate future.
Costs
Our property costs this year were significantly less than in the prior year, mainly due to the saving in one-off costs
relating to the Twickenham site and the payment of business rates on vacant premises in that year. Tight control
has resulted in administrative costs also being lower than in the previous year.
– 5 –
WYNNSTAY PROPERTIES PLC
CHAIRMAN’S STATEMENT (continued)
Dividend
The Directors are recommending a total dividend for the year of 10.8p per share being a modest increase over
the 10.5p paid in the last year. An increased interim dividend of 3.4p per share was paid in December 2012
and the Board has considered carefully whether the final dividend for the year should also be increased, but has
decided against doing so. However, assuming favourable conditions at the end of the half year, they will consider
increasing the interim dividend for payment in December 2013, with a view to achieving a better balance between
the interim and final dividends. Accordingly, subject to approval of Shareholders at the Annual General Meeting,
a final dividend of 7.6p per share will be paid on 16th July 2013 to Shareholders on the register on 21st June 2013.
Outlook
As in most recent years, the uncertain prospects for the recovery of the United Kingdom economy inevitably
affect our business and this is reflected in the reduced value of the portfolio and, in some cases, in the terms that
we are able to agree with tenants of our properties as well as in the increased risks of tenant defaults and the costs
of empty properties. However, your Company continues to perform well in all the circumstances and to offer
opportunities for future progress. We will continue to make changes to the portfolio which will remove properties
that are less able to deliver income and capital growth and add properties that will improve the quality of our
earnings and the value of our assets in the longer term, with a view to delivering a better income stream and net
asset value for Shareholders.
Unsolicited approaches to Shareholders
Shareholders are reminded that unsolicited approaches regarding their shares may be from fraudsters. If you are in
any doubt, please refer to my letter enclosed with last year’s Annual Report (also available on our website: www.
wynnstayproperties.co.uk) or to the website of the Financial Conduct Authority (www.fca.org.uk/consumers/
scams).
Annual General Meeting
Our Annual General Meeting will be held at the Royal Automobile Club on Thursday 11th July 2013. 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
Finally I would like to thank our two executive directors – Paul Williams, our Managing Director, and Toby
Parker, our Finance Director – who manage your company’s business with great skill and perseverance as well
as good humour. The two executive directors and I, as your Chairman, benefit from the substantial commercial
property experience of our two non-executive directors – Charles Delevingne and Terence Nagle. I would like to
thank all four of them, as well as our advisers, for their support over the past year.
13th June 2013
Philip G.H. Collins
Chairman
– 6 –
WYNNSTAY PROPERTIES PLC
REPORT OF THE DIRECTORS 2013
The Directors present their One Hundred and Twenty-seventh Annual Report, together with the audited
Financial Statements of the Company for the year ended 25th March 2013.
Principal Activity
The principal activity of the Company during the year continued to be that of Property Owners, Developers and
Managers.
Loss for the Year
The loss for the year after taxation amounted to £193,000 (2012: income £117,000). 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 growth in rental income is 8.3% (2012: reduction of 11.1%).
• The reduction in value of the investment portfolio on a like for like basis was 5.5% (2012: reduction of 4.3%).
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 20th May, the Company completed the purchase of an industrial estate comprising seven units in Hailsham, East
Sussex for £905,000.
Dividends
The Directors have decided to recommend a final dividend of 7.6 pence per share for the year ended 25th March
2013 payable on 16th July 2013 to those shareholders on the register on 21st June 2013. This dividend, together
with the interim dividend of 3.2 pence paid on 10th December 2012, represents a total for the year of 10.8 pence
(2012 – 10.5 pence).
Investment Properties
The investment properties have been valued by Sanderson Weatherall on the basis of Market Value at 25th March
2013. The movement in investment properties is set out in Note 9 on page 22.
– 7 –
WYNNSTAY PROPERTIES PLC
REPORT OF THE DIRECTORS 2013 (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 2013 and 25th March 2012 are shown below:
Ordinary Shares of 25p
25.3.12
25.3.13
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
1,750
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 2013 and 2012.
Mr. C.P. Williams and Mr T.J.C. Parker each have a service agreement with the Company. Under the respective
terms thereof, their employment is subject to six months’ notice of termination by either party.
In accordance with the Company’s Articles of Association, Mr. C.H. Delevingne 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 2013 are set out below:-
P.G.H. Collins
C.P. Williams
C.H. Delevingne
T.J. Nagle
T.J.C.Parker
Total 2013
Total 2012
Salaries
–
96,750
–
–
–
Fees
29,525
10,562
10,562
10,562
10,562
Pension
–
9,675
–
–
–
Benefits
–
2,281
–
–
–
Total
2013
29,525
119,268
10,562
10,562
10,562
Total
2012
29,525
119,268
10,562
10,562
10,562
£96,750
£71,773
£9,675
£2,281
£180,479
£96,750
£71,773
£9,675
£2,281
£180,479
I.F.M. Consultants Limited, a company owned and controlled by Mr T.J.C. Parker, was paid a fee of £36,648
(2012: £36,648) for services rendered during the year (see note 22).
8– 8 –
WYNNSTAY PROPERTIES PLC
REPORT OF THE DIRECTORS 2013 (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 13 June 2013, 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
302,618
Percentage of
Issued Share
Capital 2013
31.38%
11.16%
Percentage of
Issued Share
Capital 2012
31.38%
10.37%
8
– 9 –
WYNNSTAY PROPERTIES PLC
REPORT OF THE DIRECTORS 2013 (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 2013, the average credit
payment period was 1 day (2012: 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 2013 (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 11th July 2013, is set out on page 33.
By Order of the Board,
T.J.C. Parker
Secretary.
13th June 2013
– 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 25th March 2013 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 2013 and of its loss 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 matters where the Companies Act 2006 requires us 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.
Joanne Allen, Senior Statutory Auditor
For and on behalf of Moore Stephens LLP, Statutory Auditor
150 Aldersgate Street
London EC1A 4AB
13th June 2013
– 12 –
– 13 –
STATEMENT OF COMPREHENSIVE INCOME FOR YEAR ENDED 25TH MARCH 2013
WYNNSTAY PROPERTIES PLC
Property Income
Property Costs
Administrative Costs
Movement in fair value of:
Investment Properties
Profit on Sale of Investment Property
Operating Income
Investment Income
Finance Costs
Income before Taxation
Taxation
(Loss)/Income after Taxation
Basic and diluted earnings per share
Notes
2
3
9
5
5
6
8
The company has no items of other comprehensive income.
2013
£’000
1,628
(125)
(384)
1,119
(937)
100
282
1
(117)
166
(359)
(193)
(7.1p)
2012
£’000
1,503
(182)
(389)
932
(866)
346
412
3
(123)
292
(175)
117
4.3p
– 13 –
– 13 –
WYNNSTAY PROPERTIES PLC
STATEMENT OF FINANCIAL POSITION 25TH MARCH 2013
2013
£’000
17,700
3
17,703
191
571
762
–
(816)
(5,396)
(380)
(6,592)
(5,830)
11,873
–
–
2012
£’000
16,965
3
16,968
319
966
1,285
2,324
(808)
–
(217)
(1,025)
2,584
19,552
(7,187)
(6)
11,873
12,359
789
(1,570)
1,135
205
11,314
11,873
789
(1,570)
1,135
205
11,800
12,359
Notes
9
12
14
13
15
16
16
17
18
Non Current Assets
Investment Properties
Investments
Current Assets
Accounts Receivable
Cash and Cash Equivalents
Non Current Assets held for Sale
Current Liabilities
Accounts Payable
Bank Loans Payable
Income Taxes Payable
Net Current (Liabilities)/Assets
Total Assets Less Current Liabilities
Non-Current Liabilities
Bank Loans Payable
Deferred Taxation
Net Assets
Capital and Reserves
Share Capital
Treasury Shares
Share Premium Account
Capital Redemption Reserve
Retained Earnings
Approved by the Board and authorised for issue on 13th June 2013
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 2013
2013
£’000
166
–
28
937
(1)
117
(109)
100
14
(208)
(117)
936
1
(1,672)
2,424
753
(293)
(2,850)
1,059
(2,084)
(395)
966
571
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
Cashflow from operating activities
Income before taxation
Adjusted for:
Depreciation
Allowance for trade receivables
Decrease in fair value of investment properties
Interest income
Interest expense
Profit 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 (decrease)/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 2013
WYNNSTAY PROPERTIES PLC
YEAR ENDED 25 MARCH 2013
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)
11,800
12,359
–
–
–
–
–
–
(193)
(293)
(193)
(293)
Balance at 26 March 2012
Total comprehensive
income for the year
Dividends – note 7
Balance at 25 March 2013
789
205
1,135
(1,570)
11,314
11,873
YEAR ENDED 25 MARCH 2012
Share
Capital
£ 000
Capital
Redemption
Reserve
Share
Premium
Account
Treasury
Shares
Retained
Earnings
£ 000
£ 000
£ 000
£ 000
Total
£ 000
Balance at 26 March 2011
789
205
1,135
(1,570)
11,969
12,528
Total comprehensive
income for the year
Dividends – note 7
–
–
–
–
–
–
–
–
117
117
(286)
(286)
Balance at 25 March 2012
789
205
1,135
(1,570)
11,800
12,359
– 16 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2013
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. The Company’s registered
number is 00022473.
Basis of Preparation
The financial statements 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 25th March 2013
The Directors have adopted all new and revised standards and interpretations issued by the International
Accounting Standards Board (“IASB”) and the International Financial Reporting Interpretations Committee
(“IFRIC”) of the IASB that are relevant to the operations and effective for accounting periods beginning on
or after 26th March 2013.
(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 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 1st 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.
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 2013
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 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.
The Company provides for deferred tax on investment properties by reference to the tax that would be due on
the sale of the 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.
– 18 –
– 19 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2013
WYNNSTAY PROPERTIES PLC
1. ACCOUNTING POLICIES (Continued)
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 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.
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.
– 19 –
– 19 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2013
WYNNSTAY PROPERTIES PLC
2. PROPERTY COSTS
Rents payable
Empty rates
Twickenham costs
Property management
Legal fees
Agents fees
Allowance for trade receivables
3. ADMINISTRATIVE COSTS
Rents payable – operating lease rentals
General administration, including staff costs
Auditors’ remuneration: Audit fees
Tax services
Depreciation and amortisation
4. STAFF COSTS
Staff costs, including Directors, during the year were as follows:
Wages and salaries
Social security costs
Other pension costs
2013
£’000
4
7
1
43
55
22
20
28
125
2013
£’000
18
330
32
4
–
384
2013
£’000
170
22
10
202
2012
£’000
5
44
66
18
133
39
10
–
182
2012
£’000
17
329
32
5
6
389
2012
£’000
167
18
10
195
Details of Directors’ emoluments, totalling £180,479 (2012: £180,479), 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 2013
WYNNSTAY PROPERTIES PLC
5. FINANCE COSTS (NET)
Interest payable on bank loans
Less: Bank interest receivable
6. TAXATION
(a) Analysis of the tax charge for the year:
UK Corporation tax at 24% (2012: 26%)
Deferred tax – temporary differences
Overprovision in previous year
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 24% (2012 - 26%)
Expenses not deductible for tax purposes
Excess of capital allowances over depreciation
Investment loss on fair value allowable
Investment gain not taxable
Investment gain taxable
7. DIVIDENDS
Final dividend paid in year of 7.6p per share
(2012: 7.6p per share)
Interim dividend paid in year of 3.2p per share
(2012: 2.9p per share)
2013
£’000
117
(1)
116
2013
£’000
380
(6)
(15)
359
166
40
7
(5)
225
(24)
137
380
2013
£’000
206
87
293
2012
£’000
123
(3)
120
2012
£’000
225
(50)
–
175
292
76
14
–
225
(90)
–
225
2012
£’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 2014.
– 21 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2013
WYNNSTAY PROPERTIES PLC
8. EARNINGS PER SHARE
Basic earnings per share are calculated by dividing (Loss)/Income after Taxation attributable to Ordinary
Shareholders of (£193,000) (2012: income £117,000) by the weighted average number of 2,711,617
(2012:2,711,617) 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 2012
Additions
Disposals
Revaluation Deficit
Balance at 25th March 2013
Less:
Assets Held for Sale (note 13)
Balance at 25th March 2012
Additions
Disposals
Balance at 25th March 2013
Investment properties at 25th March 2013
2013
£’000
19,289
1,672
(2,324)
18,637
(937)
17,700
2,324
–
(2,324)
–
17,700
2012
£’000
20,120
1,330
(1,295)
20,155
(866)
19,289
1,295
2,324
(1,295)
2,324
16,965
The Company’s freehold investment properties were valued at £17,700,000 by Independent Valuers,
Sanderson Weatherall, as at 25th March 2013, 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 £16,980,940 (2012: £15,187,400) if revaluations had not been undertaken.
– 22 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2013
WYNNSTAY PROPERTIES PLC
10. OTHER PROPERTY, PLANT AND EQUIPMENT
Cost
Balance at 25th March 2012 and 25th March 2013
Depreciation
Balance at 25th March 2012
Charge for the Year
Balance at 25th March 2013
Net Book Values at 25th March 2012
and 25th March 2013
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
2013
£’000
2012
£’000
47
47
–
47
–
2013
£’000
1,366
2,583
1,141
5,090
47
41
6
47
–
2012
£’000
1,361
2,646
144
4,151
Rental Income recognised in the statement of comprehensive income amounted to £1,628,000 (2012:
£1,503,000)
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 maturity 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 2013
WYNNSTAY PROPERTIES PLC
12. INVESTMENTS
Quoted investments
13. NON CURRENT ASSETS HELD FOR SALE
Investment properties held for sale
2013
£’000
3
2013
£’000
–
2012
£’000
3
2012
£’000
2,324
In the March 2012 accounts, the company anticipated that it would sell two commercial properties within the
current financial year and as a result, these properties were reclassified as held for sale. In May 2012, the Company
completed on the sale of a development site at Twickenham; the industrial unit in Alton was sold in August 2012.
The Company does not anticipate selling any properties in the next year.
14. ACCOUNTS RECEIVABLE
Trade receivables
Other receivables
Trade receivables include an allowance for bad debts of £28,000 (2012: £nil).
15. ACCOUNTS PAYABLE
Trade payables
Other creditors
Accruals and deferred income
16. BANK LOANS PAYABLE
Bank loan: repayable on 17 December 2013
Current position
Non-current position
2013
£’000
182
9
191
2013
£’000
125
671
816
2013
£’000
5,396
–
5,396
2012
£’000
311
8
319
2012
£’000
150
624
808
2012
£’000
–
7,187
7,187
Interest is being charged at 1.25% per annum over LIBOR on the loan until 17th December 2013.
– 24 –
– 25 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2013
WYNNSTAY PROPERTIES PLC
16. BANK LOANS PAYABLE (Continued)
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 £13,380,000 (2012: £13,443,800). The undrawn
element of the loan facility available at 25th March 2013 was £3.1million (2012: £1.3million). Since the
loan is repayable on 17th December 2013, the loan is treated as a current liability in these accounts. The
Company has received an indicative offer to renew the loan facility for a further five years. The main terms
have been agreed in principle with the detailed agreements currently under negotiation.
17. DEFERRED TAX
The movement in the deferred tax liability during the year is as follows:
At 26th March 2012
Release of provision for the year
At 25th March 2013
Deferred tax
on property
revaluation
£’000
6
(6)
–
A deferred tax asset of £291,751 (2012: £nil) has not been recognised, as the Directors believe it is unlikely
that there will be suitable taxable profits in the foreseeable future from which the future reversal of the
underlying timing differences can be deducted.
18. SHARE CAPITAL
Ordinary Shares of 25p each:
Authorised
Allotted, Called Up and Fully Paid
2013
£’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 2013
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 2013 the Company’s financial instruments comprised borrowings and cash at bank and in
hand, 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 2013 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 Company has no significant concentration of credit risk associated with trading counterparties
(considered to be over 5% of net assets) with exposure spread over a large number of tenancies.
Concentration of credit risk exists to the extent that at 25th March 2013 and 2012, 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 2013 was £571,000 (2012:
£966,000).
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 2013
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 interest payable - gain/(loss)
Impact on interest receivable - (loss)/gain
Total impact on pre tax profit and equity
2013
£'000
27
(3)
24
2012
£'000
36
(5)
31
2013
£'000
(27)
3
(24)
The net exposure of the Company to interest rate fluctuations was as follows:
Floating rate borrowings (bank loans)
Less: cash and cash equivalents
2013
£'000
(5,396)
571
(4,825)
2012
£'000
(36)
5
(31)
2012
£'000
(7,187)
966
(6,221)
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.
Interest bearing borrowings (note 16)
2013
Book Value
£’000
(5,396)
2013
Fair Value
£’000
(5,411)
2012
Book Value
£’000
(7,187)
2012
Fair Value
£’000
(7,037)
Total
(5,396)
(5,411)
(7,187)
(7,037)
– 27 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2013
WYNNSTAY PROPERTIES PLC
19. FINANCIAL INSTRUMENTS (Continued)
Categories of Financial Instruments
Financial assets:
Quoted investments
Loans and receivables
Cash and cash equivalents
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
2013
£’000
3
191
571
765
17,700
18,465
6,592
–
6,592
11,873
18,465
2012
£’000
3
319
966
1,288
19,289
20,577
8,212
6
8,218
12,359
20,577
The only financial instruments measured subsequent to initial recognition at fair value as at 25th March are
quoted investments. These are included in level 1 in the IFRS 7 hierarchy as they are based on quoted prices
in active markets.
– 28 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2013
WYNNSTAY PROPERTIES PLC
19. FINANCIAL INSTRUMENTS (Continued)
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 comprise 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%.
Net borrowings and overdraft
Cash and cash equivalents
Net borrowings
Shareholders’ equity
Investment properties
Loan to value ratio
Net gearing ratio
2013
£'000
5,396
(571)
4,825
11,873
17,700
27.3%
40.6%
2012
£'000
7,187
(966)
6,221
12,359
19,289
32.3%
50.3%
– 29 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2013
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
2013
£’000
(571)
5,396
4,825
Movement
£’000
395
(1,791)
(1,396)
2012
£’000
(966)
7,187
6,221
21. COMMITMENTS UNDER OPERATING LEASES
Future rental commitments at 25th March 2013 under non-cancellable operating leases are as follows:-
Within one year
Between two to five years
2013
£’000
22
3
25
2012
£’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 2013, I.F.M. Consultants Ltd was paid £36,648 (2012: £36,648). 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 20 May 2013, the company completed the purchase of an industrial estate comprising seven units in
Hailsham, East Sussex for £905,000. This was financed from the Company’s own resources together with
an increase in bank borrowings under our facility of £600,000.
– 30 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2013
WYNNSTAY PROPERTIES PLC
24. SEGMENTAL REPORTING
Industrial
Retail
Office
Total
2013
2012
2013
2012
2013
2012
2013
2012
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
1,068
1,020
195
(162)
(866)
(685)
214
–
365
(90)
269
1,628
1,503
–
(937)
(866)
Rental Income
Loss on property
investments at fair value
Total income and gain/(loss)
905
154
(490)
214
275
269
691
637
Property expenses
(125)
(182)
–
–
–
–
(125)
(182)
Segment (loss)/profit
779
(28)
(490)
214
275
269
565
455
Unallocated corporate
expenses
Profit on sale of
investment property
Operating income
Interest expense (all relating
to property loans)
Interest income and
other income
Income before taxation
100
267
–
–
–
79
100
346
(384)
(389)
282
412
(117)
(123)
1
3
166
292
Other information
Industrial
Retail
Office
Total
2013
2012
2013
2012
2013
2012
2013
2012
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Segment assets
10,588
13,036
3,275
3,960
3,837
2,293
17,700
19,289
Segment assets held
as security
6,268
7,191
3,275
3,960
3,837
2,293
13,380
13,444
– 31 –
WYNNSTAY PROPERTIES PLC
FIVE YEAR FINANCIAL REVIEW
IFRS
Years Ended 25th March:
2013
£’000
2012
£’000
2011
£’000
2010
£’000
2009
£’000
PROFIT AND LOSS ACCOUNT
Property Income
Profit before movement in fair value of
investment properties and taxation
Income/(Loss) before Taxation
(Loss)/Income after Taxation
1,628
1,103
166
(193)
1,503
1,157
292
117
1,691
886
661
449
1,934
990
1,535
1,168
1,874
964
(4,457)
(3,973)
BALANCE SHEET
Investment Properties
Equity Shareholders’ Funds
PER SHARE
Basic earnings
Dividends paid and proposed
Net Asset Value - IFRS
17,700
11,873
19,289
12,359
20,120
12,538
21,290
12,365
20,745
13,087
(7.1p)
10.8p
438p
4.3p
10.5p
456p
17p
10.5p
462p
43.1p
10.5p
456p
(126p)
10.0p
414p
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– 33 –
WYNNSTAY PROPERTIES PLC
NOTICE OF MEETING
NOTICE IS HEREBY GIVEN that the one hundred and twenty-seventh 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, 11th July 2013, 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 2013.
2. To declare a final dividend for the year ended 25th March 2013.
3. To fix the remuneration of the Directors.
4. To re appoint Moore Stephens LLP as Auditors.
5. To authorise the Directors to determine the remuneration of the Auditors.
6. To re elect as a Director of the Company Mr C. H. Delevingne, 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.
13th June 2013
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
9th July 2013, 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 9th July 2013 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.
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WYNNSTAY PROPERTIES PLC
BIOGRAPHIES OF THE DIRECTORS
Philip G.H. Collins (Non-Executive Chairman) aged 65, 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 55 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, latterly, 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 63. 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 a Director of Wynnstay
Properties in June 2002.
Terence J. Nagle (Senior Independent Non-Executive) aged 70, 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 58, 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.
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