Wynnstay Properties PLC
Annual Report and Financial Statements
for the year ended 25 March 2014
WYNNSTAY PROPERTIES PLC
CHAIRMAN’S STATEMENT
REPORT OF THE DIRECTORS
and
FINANCIAL STATEMENTS
YEAR ENDED 25TH MARCH 2014
CONTENTS
Directors and Advisers
Summary of Property Portfolio
Chairman’s Statement
Report of the Directors
Strategic Report
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
10
12
13
17
32
33
34
– 1 –
WYNNSTAY PROPERTIES PLC
(Company incorporated in the United Kingdom)
directors
P.G.H. COLLINS CBE
(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
Balfour House, 46-54 Great Titchfield Street, London W1W 7QA
registrars
CAPITA REGISTRARS LIMITED
The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU
bankers
C. HOARE & CO.
37 Fleet Street, London EC4P 4DQ
SVENSKA HANDELSBANKEN SA
5 Welbeck Street, London W1G 9YQ
– 2 –
Aldershot
Aylesford
Basingstoke
Chessington
Colchester
Cosham
Gosport
Hailsham
Heathfield
Hertford
Lewes
Midhurst
Norwich
St. Neots
Shirley
Surbiton
Uckfield
WYNNSTAY PROPERTIES PLC
SUMMARY OF PROPERTY PORTFOLIO
AT 25TH MARCH 2014
Eastern Road
1 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
Offices
1 Retail Unit
Crown Close Industrial Estate
7 Industrial Units
Station Road
5 Industrial Units
Hertingfordbury Road
1 Industrial Unit
Brooks Road
North Street
2 Retail Warehouse Units
1 Retail Unit
City Trading Estate
6 Industrial Units
Huntingdon Road
6 Industrial Units
High Street
St James’ Street
Bell Lane
1 Retail Unit
Offices
4 Industrial Units
All the above properties are Freehold.
– 3 –
WYNNSTAY PROPERTIES PLC
CHAIRMAN’S STATEMENT
I am pleased to be able to report another year of steady progress for your Company against the background
of more optimistic news of the UK economy. We continue to add to the portfolio and to capitalise on the
opportunities which arise to retain existing tenants and to attract new ones. At the year-end, the portfolio was
fully let.
Overview of financial performance
Wynnstay’s 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
(1.2%)
(8.3%)
2014
2013
£1,609,000
£1,628,000
£1,011,000
£1,103,000
+9.3%
+5.3%
+2.0%
34.9p
11.8p
461p
41.4%
(7.1p)
10.8p
438p
40.6%
Property income for the year, at just over £1.6 million, was at a similar level to last year, albeit reflecting a number
of underlying changes arising from the active management of the portfolio. Profits before fair value movement
and taxation for the year, at just over £1 million were slightly lower than in the prior year as a result of additional
administrative costs noted below.
Our annual property revaluation delivered an increase over the value for the prior year and the resulting surplus of
£170,000 has contributed, along with retained earnings and the profit on the property disposal noted below, to an
increase of over 5% in net asset value per share.
Property Management and Portfolio
It has been another very active year in the management of the portfolio. We currently have 53 tenants occupying
over 70 separate properties on 66 leases in 18 locations. During the course of the year we renewed or extended the
existing leases of 8 tenants and welcomed 3 new ones.
I noted two significant management achievements when I reported to you in November: the extension until 2018
of the lease of our office premises at Cosham to a Government Department and the granting of a new ten year lease
to a national retail business of a vacant unit at Hertford. I reported on other changes in November and since then
we have also extended the lease of one of the industrial units at Heathfield, renewed another lease at Norwich and
granted a lease to a new business on one of our retail units in Colchester, which was vacated by a longstanding
tenant in January 2014.
During the year, there have been two noteworthy changes in the portfolio. As I reported in my last annual
Chairman’s Statement, early in the financial year we acquired Crown Close Industrial Estate in Hailsham, West
Sussex details of which are set out in that statement. Secondly, as foreshadowed in my statement in November, we
have successfully sold the other vacant unit at Hertford to an owner-occupier at a price that was 17% above the net
book value.
A number of potential acquisitions have been explored and I am pleased to report that shortly after the end of
the year we agreed and completed the purchase of a freehold trade counter investment to the east of the centre of
– 4 –
WYNNSTAY PROPERTIES PLC
CHAIRMAN’S STATEMENT (continued)
Ipswich, in close proximity to the Neptune Marina development and residential development areas. The five units
comprising 18,300 square feet are fully let to three tenants, one being part of a national chain and the two others
being regional businesses. The total passing rent is £86,500 and with the price paid of £1,037,500, the net initial
yield is 7.9%. This acquisition, having been made after the year-end, is not reflected in these financial statements.
Portfolio Valuation
As at 25 March 2014, our Independent Valuers, Sanderson Weatherall, have undertaken the annual valuation of
the company’s portfolio at £18,515,000 representing, as mentioned above, a revaluation increase of £170,000. The
Board consider this to be a satisfactory outcome and it is particularly pleasing to note a modest increase in the value
of our most recent acquisitions at Hailsham, Lewes and Surbiton.
Following the revaluation, as at the year-end, the industrial sector within the portfolio accounted for 62% by value,
with the retail and office elements comprising 18% and 20% respectively.
Borrowings and Gearing
Total borrowings at the year-end were £6.0 million (2013: £5.4 million) and net gearing at the year-end was 41.4%
compared to 40.6% last year. The increased borrowings reflect the drawdown under our borrowing facility made to
facilitate the purchase of our Hailsham property in May 2013.
As you may recall, the five-year term of our borrowing facility of £8.5 million with Svenska Handelsbanken
expired in December 2013. In December, we signed a new five year facility of £10 million, the main terms of
which are broadly the same as those under the previous facility, other than an increase in the margin to 2.65% and
an increase in the non-utilization fee to 1%. This higher margin, coupled with the increase in borrowings mentioned
above, is reflected in higher financing costs for the year compared to the prior year.
While interest rates will undoubtedly rise as the economic recovery becomes established, starting perhaps later in
the year, they are currently not forecast by experts to return to the historic levels of the pre-financial crisis period.
Costs
Our property costs this year were less than in the prior year, mainly due to the saving in the payment of business
rates on vacant premises in the year. Administrative costs are higher than in the previous year, as we incurred
some professional fees in examining the formalities of raising further equity finance from shareholders. These fees
have been fully accrued for in these accounts, as the Board’s current intention is only to progress this further, if
conditions are then appropriate, once it appears that the new borrowing facility will be fully utilised.
Dividend
The Board is recommending a total dividend for the year of 11.8p per share being an increase over the 10.8p paid
in the last year. An increased interim dividend of 4.2p per share was paid in December 2013 and the Board has
considered carefully whether the final dividend for the year should also be increased, but has decided against doing
so. Accordingly, subject to approval of Shareholders at the Annual General Meeting, a final dividend of 7.6p per
share will be paid on 18th July 2014 to Shareholders on the register on 27th June 2014.
However, assuming favourable conditions at the end of the half-year, the Board will again consider increasing the
interim dividend for payment in December 2014, with a view to aligning further the overall balance between the
interim and final dividends.
– 5 –
WYNNSTAY PROPERTIES PLC
CHAIRMAN’S STATEMENT (continued)
Outlook
As mentioned in the opening paragraph of this statement, there appears now to be greater optimism about the UK
economy than has been the case for more than six years. The economic outlook, and particularly the prospects for
small and medium-sized businesses, inevitably affects the value of the commercial property in which we invest and
the terms that can be agreed with tenants. If this improvement in optimism and outlook is sustained it should lead
to a return to rental growth which will in turn result in a further increase in the value of your Company’s portfolio.
As the UK emerges from the difficult economic conditions of recent years, Wynnstay is in good shape and, in the
Board’s view, continues to offer opportunities for profitable growth. We will continue to make changes to enhance
the value of the portfolio as and when opportunities to do so arise.
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 sent to all Shareholders in January this year (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 10th July 2014. As always, I
hope that as many Shareholders as possible will attend to meet the Board and other Shareholders informally before
and after the meeting to discuss the Company’s affairs as well as to take part in the formal business.
Colleagues and Advisers
Finally I would like to express my appreciation for the contributions of our two executive directors – Paul
Williams, our Managing Director, and Toby Parker, our Finance Director – who manage Wynnstay’s affairs
efficiently and effectively, as well as with flair and determination. The two executive directors and I, as your
Chairman, also benefit from the long experience in commercial property 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
contributions over the past year.
16th June 2014
Philip G.H. Collins
Chairman
– 6 –
WYNNSTAY PROPERTIES PLC
REPORT OF THE DIRECTORS 2014
The Directors present their One Hundred and Twenty-eighth Annual Report, together with the audited
Financial Statements of the Company for the year ended 25th March 2014.
Please refer to the Strategic Report on pages 10 to 11 for the names of directors, activities and the likely future
developments of the Company and a discussion of the risks and uncertainties. Please refer to note 18 of the
financial statements for further disclosure of the financial risks.
Profit for the Year
The profit for the year after taxation amounted to £946,000 (2013: loss £193,000). Details of movements in
reserves are set out in the statement of changes in equity on page 16.
Events Since the End of the Year
On 29th April 2014, the Company completed the purchase of an 18,300 sq ft trade counter investment in Ipswich
at a cost of £1,037,500 with a passing rent of £86,500 representing a net initial yield of 7.9%. This was financed by
drawing down funds available under our borrowing facility.
Dividends
The Directors have decided to recommend a final dividend of 7.6 pence per share for the year ended 25th March
2014 payable on 18th July 2014 to those shareholders on the register on 27th June 2014. This dividend, together
with the interim dividend of 4.2 pence paid on 10th December 2013, represents a total for the year of 11.8 pence
(2013 – 10.8 pence).
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.
– 7 –
WYNNSTAY PROPERTIES PLC
REPORT OF THE DIRECTORS 2014 (continued)
The Directors are responsible for the maintenance and integrity of the corporate and financial information
included on the Company’s website. Legislation in the United Kingdom governing the preparation and
dissemination of the financial statements may differ from legislation in other jurisdictions.
Directors’ and Officers’ Liability Insurance
The Company has maintained Directors’ and Officers’ insurance as permitted by the Companies Act 2006.
Substantial Interests
As at 16 June 2014, 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 2014
31.38%
11.16%
Percentage of
Issued Share
Capital 2013
31.38%
11.16%
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 and therefore does not 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.
8– 8 –
WYNNSTAY PROPERTIES PLC
REPORT OF THE DIRECTORS 2014 (continued)
Remuneration Committee
The Board currently acts as the remuneration committee, the details of the Directors’ emoluments being
set out in the Strategic Report. 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.
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.
Annual General Meeting
The Notice of the Annual General Meeting, to be held on Thursday 10th July 2014, is set out on page 33.
By Order of the Board,
T.J.C. Parker
Secretary
16th June 2014
8
– 9 –
WYNNSTAY PROPERTIES PLC
STRATEGIC REPORT 2014
Principal Activity
The principal activity of the Company during the year continued to be that of Property Owners, Developers and
Managers.
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 of 1.2% (2013: growth of 8.3%).
• The growth in value of the investment portfolio, on a like for like basis, was 0.8% (2013: reduction of 5.5%).
The directors will continue to search for profitable investment opportunities, and make changes to enhance the
value of the portfolio as and when such opportunities arise.
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. The company’s risk
management objectives can be found at note 18 of the financial statements.
Investment Properties
The investment properties have been valued by Sanderson Weatherall on the basis of Market Value at 25th March
2014. The movement in investment properties is set out in Note 9 on page 22.
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 2014 and 25th March 2013 are shown below:
Ordinary Shares of 25p
25.3.13
25.3.14
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
9,412
5,000
13,000
6,750
850,836
–
5,000
13,000
–
The interests shown above in respect of Mr. P.G.H. Collins include non-beneficial interests of 217,983 shares at
25th March 2014 and 2013.
– 10 –
WYNNSTAY PROPERTIES PLC
STRATEGIC REPORT 2014 (continued)
Directors (continued)
Mr. C.P. Williams and Mr T.J.C. Parker each have a service agreement with the Company. Under the respective
terms thereof, their employment is subject to six months’ notice of termination by either party.
In accordance with the Company’s Articles of Association, Mr. T.J Nagle 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 2014 are set out below:-
P.G.H. Collins
C.P. Williams
C.H. Delevingne
T.J. Nagle
T.J.C.Parker
Total 2014
Total 2013
Salaries
–
101,588
–
–
–
Fees
31,001
11,090
11,090
11,090
11,090
Pension
–
10,159
–
–
–
Benefits
–
2,285
–
–
–
Total
2014
31,001
125,122
11,090
11,090
11,090
Total
2013
29,525
119,268
10,562
10,562
10,562
£101,588
£75,361
10,159
£2,285
£189,393
£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 £38,480
(2013: £36,648) for services rendered during the year (see note 21).
This Strategic Report was approved by the Board and signed on its behalf by:
T.J.C. Parker
Director
16th June 2014
– 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 2014 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 7, 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
A description of the scope of an audit of financial statements is provided on the Financial Reporting Council’s
website at www.frc.org.uk/auditscopeukprivate .
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 2014 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 and the Strategic 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
16th June 2014
– 12 –
– 13 –
STATEMENT OF COMPREHENSIVE INCOME FOR YEAR ENDED 25TH MARCH 2014
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
Income/(Loss) 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.
2014
£’000
1,609
(79)
(443)
1,087
170
52
1,309
1
(129)
1,181
(235)
946
2013
£’000
1,628
(125)
(384)
1,119
(937)
100
282
1
(117)
166
(359)
(193)
34.9p
(7.1p)
– 13 –
– 13 –
WYNNSTAY PROPERTIES PLC
STATEMENT OF FINANCIAL POSITION 25TH MARCH 2014
2014
£’000
18,515
3
18,518
267
776
1,043
(876)
–
(235)
(1,111)
(68)
18,450
(5,951)
12,499
789
(1,570)
1,135
205
11,940
12,499
2013
£’000
17,700
3
17,703
191
571
762
(816)
(5,396)
(380)
(6,592)
(5,830)
11,873
–
11,873
789
(1,570)
1,135
205
11,314
11,873
Notes
9
12
13
14
15
15
17
Non Current Assets
Investment Properties
Investments
Current Assets
Accounts Receivable
Cash and Cash Equivalents
Current Liabilities
Accounts Payable
Bank Loans Payable
Income Taxes Payable
Net Current Liabilities
Total Assets Less Current Liabilities
Non-Current Liabilities
Bank Loans Payable
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 16th June 2014
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 2014
2014
£’000
1,181
3
–
(170)
(1)
129
(52)
(93)
31
(380)
(129)
519
1
(945)
352
(592)
(320)
(5,998)
6,596
278
205
571
776
2013
£’000
166
–
28
937
(1)
117
(100)
100
14
(208)
(117)
936
1
(1,672)
2,424
753
(293)
(2,850)
1,059
(2,084)
(395)
966
571
Cashflow from operating activities
Income before taxation
Adjusted for:
Amortisation of deferred finance costs
Allowance for trade receivables
(Increase)/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 increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
– 15 –
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 25th MARCH 2014
WYNNSTAY PROPERTIES PLC
YEAR ENDED 25 MARCH 2014
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)
11,314
11,873
–
–
–
–
–
–
946
(320)
946
(320)
Balance at 26 March 2013
Total comprehensive
income for the year
Dividends – note 7
Balance at 25 March 2014
789
205
1,135
(1,570)
11,940
12,499
YEAR ENDED 25 MARCH 2013
Share
Capital
£ 000
Capital
Redemption
Reserve
Share
Premium
Account
Treasury
Shares
Retained
Earnings
£ 000
£ 000
£ 000
£ 000
Total
£ 000
Balance at 26 March 2012
789
205
1,135
(1,570)
11,800
12,359
Total comprehensive
loss for the year
Dividends – note 7
–
–
–
–
–
–
–
–
(193)
(293)
(193)
(293)
Balance at 25 March 2013
789
205
1,135
(1,570)
11,314
11,873
– 16 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2014
WYNNSTAY PROPERTIES PLC
1.
BASIS OF PREPARATION, ACCOUNTING POLICIES AND ESTIMATES
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.
1.1 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 2014
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 an existing standard.
IFRS 9: Financial Instruments
The standard makes substantial changes to the recognition and measurement of financial assets and
liabilities and derecognition of financial assets. In the future, there will only be two categories of financial
assets, although there are current proposals in issue to increase these to three. Under the current issue,
financial assets are recognised at either fair value through profit and loss or measured at amortised cost.
On adoption of the standard, the Company will have to redetermine the classification of its financial
assets, specifically those classified as available for sale and held to maturity financial assets. Most
financial liabilities will continue to be carried at amortised cost, however, some financial liabilities will
require to be measured at fair value through profit or loss, for example derivative financial instruments,
with changes in the liabilities’ credit risk recognised in other comprehensive income.
The standard currently has no mandatory effective date.
1.2 ACCOUNTING POLICIES
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.
– 17 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2014
WYNNSTAY PROPERTIES PLC
1.2 ACCOUNTING POLICIES (Continued)
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 profit or
loss in the year of disposal.
Property Income
Property income is recognised on a straight line basis over the period of the lease. 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 to profit
or loss, 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 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.
– 18 –
– 19 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2014
WYNNSTAY PROPERTIES PLC
1.2 ACCOUNTING POLICIES (Continued)
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.
Borrowings
Interest rate borrowings are recognised at fair value, being proceeds received less any distributable
transaction costs. Borrowings are subsequently stated at amortised cost. Any difference between the
proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the
period of the borrowings using the effective interest method. Borrowings are classified as current
liabilities unless the Company has an unconditional right to defer settlement of the liability for at
least 12 months after the reporting date.
1.3
Key Sources of Estimation Uncertainty and Judgements
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.
There are no judgemental areas identified by management that could have a material effect on the
financial statements at the reporting date.
– 19 –
– 19 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2014
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
Fees relating to potential equity issue
Auditors’ remuneration: Audit fees
Amortisation of deferred finance costs
Tax services
4. STAFF COSTS
Staff costs, including Directors, during the year were as follows:
Wages and salaries
Social security costs
Other pension costs
2014
£’000
3
12
–
9
24
26
29
–
79
2014
£’000
20
358
26
32
4
3
443
2014
£’000
178
21
10
209
2013
£’000
4
7
1
43
55
22
20
28
125
2013
£’000
18
330
–
32
4
–
384
2013
£’000
170
22
10
202
Details of Directors’ emoluments, totaling £189,393 (2013: £180,479), are shown in the Strategic Report on
page 11. There are no other key management personnel.
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 2014
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 23% (2013: 24%)
Overprovision in previous year
Total current tax charge
Deferred tax – temporary differences
Tax charge for the year
(b) Factors affecting the tax charge for the year:
Net Income before taxation
Current Year:
Corporation tax thereon at 23% (2013 - 24%)
Expenses not deductible for tax purposes
Excess of capital allowances over depreciation
Investment (gain)/loss on fair value allowable
Investment gain not taxable
Investment gain taxable
Overprovision in previous year
Deferred tax
Current tax charge
7. DIVIDENDS
Final dividend paid in year of 7.6p per share
(2013: 7.6p per share)
Interim dividend paid in year of 4.2p per share
(2013: 3.2p per share)
2014
£’000
129
(1)
128
2014
£’000
235
–
235
–
235
1,181
272
18
(3)
(39)
(13)
–
–
–
235
2014
£’000
206
114
320
2013
£’000
117
(1)
116
2013
£’000
380
(15)
365
(6)
359
166
40
7
(5)
225
(24)
137
(15)
(6)
359
2013
£’000
206
87
293
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 2015.
– 21 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2014
WYNNSTAY PROPERTIES PLC
8. EARNINGS PER SHARE
Basic earnings per share are calculated by dividing Income after Taxation attributable to Ordinary
Shareholders of £946,000 (2013: loss £193,000) by the weighted average number of 2,711,617
(2013: 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 2013
Additions
Disposals
Revaluation Surplus/ (Deficit)
Balance at 25th March 2014
Less:
Assets Held for Sale
Balance at 25th March 2013
Disposals
Balance at 25th March 2014
Investment properties at 25th March 2014
2014
£’000
17,700
945
(300)
18,345
170
18,515
–
–
18,515
18,515
2013
£’000
19,289
1,672
(2,324)
18,637
(937)
17,700
2,324
(2,324)
–
17,700
The Company’s freehold investment properties are carried at fair value as at 25th March 2014. The fair
value of the properties has been calculated by independent valuers, Sanderson Weatherall, 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.”
These recurring fair value measurements for non-financial assets use inputs that are not based on observable
market data, and therefore fall within level 3 of the fair value hierarchy.
The significant unobservable market data used is property yields which range from 6% to 11%, with an
average yield of 8.44% and an average weighted yield of 5.56% for the portfolio.
There have been no transfers between levels of the fair value hierarchy.
Movements in the fair value are recognised in profit or loss.
A 0.5% increase or decrease in the yield would result in a corresponding increase or decrease of £92,575 in
the fair value movement through profit or loss.
– 22 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2014
WYNNSTAY PROPERTIES PLC
10. OTHER PROPERTY, PLANT AND EQUIPMENT
Cost
Balance at 25th March 2013 and 25th March 2014
Depreciation
Balance at 25th March 2013
Charge for the Year
Balance at 25th March 2014
Net Book Values at 25th March 2013
and 25th March 2014
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
2014
£’000
2013
£’000
47
47
–
47
–
2014
£’000
1,494
2,922
1,102
5,518
47
41
6
47
–
2013
£’000
1,366
2,583
1,141
5,090
Rental income recognised in the profit or loss amounted to £1,609,000 (2013: £1,628,000).
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 2014
WYNNSTAY PROPERTIES PLC
12. INVESTMENTS
Quoted investments
13. ACCOUNTS RECEIVABLE
Trade receivables
Other receivables
2014
£’000
3
2014
£’000
264
3
267
2013
£’000
3
2013
£’000
182
9
191
Trade receivables include an allowance for bad debts of £28,000 (2013: £28,000). Trade receivables of
£18,000 (2013: £8,000) are considered past due but not impaired.
14. ACCOUNTS PAYABLE
Trade payables
Other creditors
Accruals and deferred income
15. BANK LOANS PAYABLE
Current position
Non-current position
less: deferred finance costs
2014
£’000
40
163
673
876
2014
£’000
–
5,998
(47)
5,951
2013
£’000
20
125
671
816
2013
£’000
5,396
–
–
5,396
The bank loan was re-financed in the year providing a credit facility of up to £10 million. Interest was
charged at 1.25% per annum over LIBOR on funds drawn down until 17th December 2013 and at 2.65% per
annum over LIBOR thereafter.
The loan is repayable in one instalment on 18 December 2018. The bank loan includes the following
financial covenants:
• Rental income shall not be less than 2.25 times the interest costs
• The bank loan shall at no time exceed 50% of the market value of the properties secured.
– 24 –
– 25 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2014
WYNNSTAY PROPERTIES PLC
15. BANK LOANS PAYABLE (Continued)
The borrowing 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 £17,155,000 (2013: £13,380,000). The undrawn
element of the borrowing facility available at 25th March 2014 was £4.0million (2013: £3.1million). A
commitment fee of 1% per annum is payable on the undrawn amount. In the accounts for the year ended
25th March 2013, as the borrowing facility expired and the funds drawn down were repayable on 17th
December 2013, it was treated as a current liability.
16. DEFERRED TAX
A deferred tax asset of £250,286 (2013: £291,751) 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.
17. SHARE CAPITAL
Authorised
8,000,000 ordinary Shares of 25p each:
Allotted, Called Up and Fully Paid
3,155,267 ordinary shares of 25p each
2014
£’000
2013
£’000
2,000
789
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 2014
WYNNSTAY PROPERTIES PLC
18. FINANCIAL INSTRUMENTS
The objective of the Company’s policies is to manage the Company’s financial risk, secure cost effective
funding for the Company’s operations and 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 2014 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 2014 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 are 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 2014 and 2013, 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 2014 was £776,000 (2013:
£571,000).
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 2014
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
2014
£'000
30
(4)
26
2013
£'000
27
(3)
24
2014
£'000
(30)
4
(26)
The net exposure of the Company to interest rate fluctuations was as follows:
Floating rate borrowings (bank loans)
Less: cash and cash equivalents
2014
£'000
(5,998)
776
(5,222)
2013
£'000
(27)
3
(24)
2013
£'000
(5,396)
571
(4,825)
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 15)
2014
Book Value
£’000
(5,951)
2014
Fair Value
£’000
(5,998)
2013
Book Value
£’000
(5,396)
2013
Fair Value
£’000
(5,411)
Total
(5,951)
(5,998)
(5,396)
(5,411)
– 27 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2014
WYNNSTAY PROPERTIES PLC
18. 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
Total liabilities
Shareholders’ equity
Total shareholders’ equity and liabilities
2014
£’000
3
267
776
1,046
18,515
19,561
2013
£’000
3
191
571
765
17,700
18,465
7,062
6,592
7,062
12,499
19,530
6,592
11,873
18,465
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 2014
WYNNSTAY PROPERTIES PLC
18. 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 50% and 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
2014
£'000
5,951
(776)
5,175
12,499
18,515
28.0%
41.4%
2013
£'000
5,396
(571)
4,825
11,873
17,700
27.3%
40.6%
– 29 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2014
WYNNSTAY PROPERTIES PLC
19. STATEMENT OF CASH FLOWS
Analysis of Net Debt
25th March
Cash
26th March
Cash and cash equivalents
Bank loan
Net Debt
2014
£’000
(776)
5,998
5,222
Movement
£’000
(205)
602
397
2013
£’000
(571)
5,396
4,825
20. COMMITMENTS UNDER OPERATING LEASES
Future rental commitments at 25th March 2014 under non-cancellable operating leases are as follows:-
Within one year
Between two to five years
2014
£’000
19
24
43
2013
£’000
22
3
25
21. RELATED PARTY TRANSACTIONS
The Company has entered into an agreement with I.F.M.Consultants Ltd, a company owned and controlled
by T.J.C. Parker, a Director of the Company, for that company to provide certain consultancy services.
During the year to 25th March 2014, I.F.M. Consultants Ltd was paid £38,480 (2013: £36,648). There
were no other related party transactions other than with the Directors, which have been disclosed under
Directors’ Emoluments in the Strategic Report on page 11. As of 26th March 2014, the Company terminated
its agreement with I.F.M. Consultants Ltd and entered into a new agreement with T.J.C. Consultants Ltd, a
company owned and controlled by T.J.C. Parker.
22. EVENTS AFTER THE END OF THE REPORTING PERIOD
On 29th April 2014, the Company completed the purchase of an 18,300 sq ft trade counter investment in
Ipswich at a cost of £1,037,500 with a passing rent of £86,500 representing a net initial yield of 7.9%. This
was financed by drawing down funds available under our borrowing facility.
– 30 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2014
WYNNSTAY PROPERTIES PLC
23. SEGMENTAL REPORTING
Industrial
Retail
Office
Total
2014
2013
2014
2013
2014
2013
2014
2013
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
1,107
1,068
230
(163)
163
25
195
339
(685)
(85)
365
(90)
1,609
1,628
170
(937)
Rental Income
Profit/(loss) on property
investments at fair value
Total income and gain/(loss)
1,337
906
188
(490)
254
275
1,779
691
Property expenses
(79)
(125)
–
–
–
–
(79)
(125)
Segment profit/(loss)
1,258
781
188
(490)
254
275
1,700
566
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
52
100
–
–
–
–
52
100
(443)
(384)
1,309
282
(129)
(117)
1
1
1,181
166
Other information
Industrial
Retail
Office
Total
2014
2013
2014
2013
2014
2013
2014
2013
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Segment assets
11,462
10,588
3,300
3,275
3,753
3,837
18,515
17,700
Segment assets held
as security
6,143
6,268
3,300
3,275
3,753
3,837
13,196
13,380
– 31 –
WYNNSTAY PROPERTIES PLC
FIVE YEAR FINANCIAL REVIEW
Years Ended 25th March:
PROFIT AND LOSS ACCOUNT
Property Income
Profit before movement in fair value of
investment properties and taxation
Income before Taxation
Income/(Loss) after Taxation
2014
£’000
2013
£’000
1,609
1,011
1,181
946
1,628
1,103
166
(193)
IFRS
2012
£’000
1,503
1,157
292
117
2011
£’000
2010
£’000
1,691
886
661
449
1,934
990
1,535
1,168
BALANCE SHEET
Investment Properties
Equity Shareholders’ Funds
PER SHARE
Basic earnings
Dividends paid and proposed
Net Asset Value - IFRS
18,515
12,499
17,700
11,873
19,289
12,359
20,120
12,538
21,290
12,365
34.9p
11.8p
461p
(7.1p)
10.8p
438p
4.3p
10.5p
456p
17p
10.5p
462p
43.1p
10.5p
456p
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WYNNSTAY PROPERTIES PLC
NOTICE OF MEETING
NOTICE IS HEREBY GIVEN that the one hundred and twenty-eighth 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, 10th July 2014, 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 2014.
2 To declare a final dividend for the year ended 25th March 2014.
3 To fix the remuneration of the Directors.
4 To reappoint Moore Stephens LLP as Auditors.
5 To authorise the Directors to determine the remuneration of the Auditors.
6 To reelect as a Director of the Company Mr T.J. Nagle, who retires and offers himself for reelection.
Registered Office:
150 Aldersgate Street
London EC1A 4AB
Notes:
By Order of the Board,
T. J. C. Parker
Secretary.
16th June 2014
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
8th July 2014, 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 8th July 2014 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 CBE (Non-Executive Chairman) aged 66, is a Solicitor and was Chairman of the
Office of Fair Trading from 2005 to 2014. He was awarded the CBE in the New Year’s Honours List 2014 for
services to the competition and consumer protection regimes. He was formerly 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 56 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 64. 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 71, 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 59, 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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