Wynnstay Properties PLC
Annual Report and Financial Statements
for the year ended 25 March 2015
WYNNSTAY PROPERTIES PLC
CHAIRMAN’S STATEMENT
REPORT OF THE DIRECTORS
and
FINANCIAL STATEMENTS
YEAR ENDED 25TH MARCH 2015
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
11
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
BNP PARIBAS REAL ESTATE ADVISORY &
PROPERTY MANAGEMENT UK LIMITED
5 Aldermanbury Square, London EC2V 7BP
registrars
CAPITA ASSET SERVICES
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 –
WYNNSTAY PROPERTIES PLC
SUMMARY OF PROPERTY PORTFOLIO
AT 25TH MARCH 2015
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
Trinity Street
Brooks Road
North Street
5 Retail Units
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
Aldershot
Aylesford
Basingstoke
Chessington
Colchester
Cosham
Gosport
Hailsham
Heathfield
Hertford
Ipswich
Lewes
Midhurst
Norwich
St. Neots
Shirley
Surbiton
Uckfield
Weston-super-Mare
Phillips Road
1 Retail Unit
All the above properties are Freehold.
– 3 –
WYNNSTAY PROPERTIES PLC
CHAIRMAN’S STATEMENT
On behalf of the Board, I am delighted to report on another encouraging year for Wynnstay. We have ended
the year with the portfolio being virtually fully-let and benefitting from an enhanced lease profile, with the
annual revaluation producing a significant increase over the prior year and with net asset value per share rising
substantially. We made two additions to the portfolio during the financial year and, since the year-end, we
have exchanged contracts to make a further substantial acquisition.
Overview of financial performance
Wynnstay’s financial performance for the year may be summarised as follows:
• Property income
Change
2015
2014
3.4%
£1,663,000
£1,609,000
• Profit before movement in fair value of investment
(11.1%)
£899,000
£1,011,000
properties and taxation
• Earnings per share
• Dividends per share, paid and proposed
• Net asset value per share
• Net gearing
4.2%
15.2%
81.8p
12.3p
531p
45.7%
34.9p
11.8p
461p
41.4%
Property income for the year, at just over £1.66 million, was slightly higher than last year, 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 under £900,000 were slightly lower than in the prior year largely due to higher overall
finance costs.
Our annual property revaluation delivered an increase over the value for the prior year and the resulting surplus of
£1,530,000 has contributed to an increase of over 15% in net asset value per share.
Property Management and Portfolio
Wynnstay currently has a geographically dispersed portfolio focussed in various towns in the South and East of
England with 59 tenants occupying over 71 separate properties in 19 locations. At the end of the financial year, the
portfolio was virtually fully-let, with just one small vacant unit at our Quarry Wood Industrial Estate in Aylesford.
A considerable proportion of our tenants have been in occupation for many years; some tenants have joined us
more recently. We aim to build strong, constructive relationships with our tenants and to meet their changing
property needs, for instance by enlargement or reduction in space required, by undertaking alterations and
improvements to the properties or by varying lease terms, where these are commercially practicable and beneficial.
During the course of the year, we have agreed lease renewals or extensions of leases with 8 tenants in 4 locations
and have welcomed 7 new tenants. I reported on a number of these when I wrote to you in November 2014 with
the interim results. Since then, we have also agreed new leases or lease extensions on one unit at Hailsham and
on two units at St Neots and we have agreed lease variations that defer tenant breaks on two units at Basingstoke.
However, the main focus in the second half of the year has been on our estate in Aylesford and on our property at
Chessington.
At Aylesford, we are in the course of negotiations with a number of our existing tenants with a view to facilitating
moves within the estate to accommodate their requirements which should lead to lease extensions or new leases on
a number of units. I anticipate that these negotiations will be completed shortly and I will report to you further with
our interim results in November.
– 4 –
WYNNSTAY PROPERTIES PLC
CHAIRMAN’S STATEMENT (continued)
The tenant of two of our units at Chessington vacated at the year-end following the disposal of that part of their
business occupying these premises. I am pleased to report that we negotiated a satisfactory cash settlement with
them regarding the dilapidations that needed to be undertaken. The units are being actively marketed and there has
been some interest, but it is too early to say whether this will lead to successful lettings. In the meantime, we are
carrying out an extensive refurbishment of the property funded by the monies received from the outgoing tenant. I
hope that there will be progress to report to you at the time of our interim results in November.
In addition to the trade counter acquisition in Ipswich on which I reported to you in my statement last year, we also
acquired towards the end of the financial year a freehold retail warehouse unit with car parking in an established
out-of-town location in Weston-super-Mare, Somerset. This is occupied by Majestic Wine on a full repairing and
insuring lease until October 2020 at an annual rent of £41,500 subject to an upward only review. The price of
£625,000 provides, after costs, a net initial yield of 6.3%.
Shortly after the end of the financial year, we entered into negotiations to acquire off-market an industrial estate in
Hampshire and I am pleased to report that contracts have recently been exchanged, with completion due in the near
future. The acquisition price of £2.6 million will be funded from our borrowing facility and our cash resources.
Further details will be provided with the interim results in November and in our Accounts for the current year in due
course.
Portfolio Valuation
As at 25 March 2015, our Independent Valuers, BNP Paribas Real Estate (who have succeeded Sanderson
Weatherall), have undertaken the annual revaluation of the company’s portfolio at £21,780,000 representing, as
already mentioned, a revaluation surplus of £1,530,000. The Board considers this to be an excellent outcome.
Following the revaluation, as at the year-end, the industrial sector within the portfolio accounted for 58% by value,
with the retail and office elements comprising 24% and 18% respectively.
Borrowings and Gearing
Total borrowings at the year-end were £7.6 million (2014 - £6.0 million) and net gearing at the year-end was 45.7%
compared to 41.4% last year. The increased borrowings reflect the drawdown under our borrowing facility made to
facilitate the purchase of the Ipswich and Weston-super-Mare properties during the year.
In December 2013, you will recall that 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.
Interest rates remain at an historic low level and the outlook, according to most commentators, seems to be for
limited prospect of any meaningful increase in rates in the near future and rates are currently not forecast in the
medium term to return to the levels prevailing in the pre-financial crisis period.
Costs
Our property costs in this year were marginally higher than in the prior year as we invested in some improvements
jointly with tenants which are generally reflected in better lease terms. These costs remain under strict control, as
do our administrative costs.
Dividend
In the light of the satisfactory results for the year, the Board is recommending a total dividend for the year of 12.3p
per share (2014 – 11.8p). An increased interim dividend of 4.5p per share (2014 – 4.2p) was paid in December
– 5 –
WYNNSTAY PROPERTIES PLC
CHAIRMAN’S STATEMENT (continued)
2014. Accordingly, subject to approval of Shareholders at the Annual General Meeting, a final dividend of 7.8p per
share (2014 – 7.6p) will be paid on 17th July 2015 to Shareholders on the register on 26th June 2015.
The increase in dividends this year should not be taken as an indication of further increases in the current year as
this will depend on performance during the year, including our ability to maintain high levels of occupancy as well
as to find suitable additions to the portfolio.
Outlook
Along with many other businesses, Wynnstay has undoubtedly benefitted from the greatly improved economic
conditions and prospects that have developed over the recent past. Whether these prevail depends to a large extent
upon political decisions taken by the new government following the outcome of the recent general election and
developments affecting the UK economy, particularly anything that affects the prospects for small and medium-
sized businesses and for consumer spending.
It is to be hoped that the election of the new government with broadly similar economic objectives to the previous
government, but without the complications resulting from a coalition, will provide a sound basis for continued
economic growth and further increases in employment. If this proves to be the case, it should greatly assist both
our tenants and growth prospects in the commercial property market. Against this encouraging background,
Wynnstay is in robust health 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
In common with warnings issued by many other companies and by regulators and in the media, I remind
Shareholders that unsolicited approaches regarding their shares may be from fraudsters. If you are in any
doubt, please refer to the letter I sent to all Shareholders in January 2014 (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 16th July 2015. As always,
I hope that as many Shareholders as possible will take the opportunity to come to London for the meeting and to
meet the Board and other Shareholders informally to discuss the Company’s affairs as well as to take part in the
formal business.
Colleagues and Advisers
Our two executive directors – Paul Williams, our Managing Director, and Toby Parker, our Finance Director –
have continued to manage Wynnstay with their customary efficiency and insight. The two executive directors
and I, as your Chairman, also benefit from the wisdom and 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
contributions over the past year.
12th June 2015
Philip G.H. Collins
Chairman
– 6 –
WYNNSTAY PROPERTIES PLC
REPORT OF THE DIRECTORS 2015
The Directors present their One Hundred and Twenty-ninth Annual Report, together with the audited
Financial Statements of the Company for the year ended 25th March 2015.
Please refer to the Strategic Report on page 11 for the 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 £2,219,000 (2014: £946,000). 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
Shortly after the end of the financial year, the Directors entered into negotiations off the market to acquire an
industrial estate in Hampshire. Contracts have recently been exchanged, with completion due in the near future. The
acquisition price of £2.6 million will be funded from our borrowing facility and our cash resources.
Dividends
The Directors have decided to recommend a final dividend of 7.8 pence per share for the year ended 25th March
2015 payable on 17th July 2015 to those shareholders on the register on 26th June 2015. This dividend, together
with the interim dividend of 4.5 pence paid on 10th December 2014, represents a total for the year of 12.3 pence
(2014 – 11.8 pence).
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Strategic Report, 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 it 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 2015 (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
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 2015 and 25th March 2014 are shown below:
Ordinary Shares of 25p
25.3.14
25.3.15
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
9,250
850,836
9,412
5,000
13,000
6,750
The interests shown above in respect of Mr. P.G.H. Collins include non-beneficial interests of 217,983 shares at
25th March 2015 and 2014.
Mr. C.P. Williams and Mr T.J.C. Parker each have a service agreement with the Company. Under the respective
terms thereof, their employment is subject to six months’ notice of termination by either party.
In accordance with the Company’s Articles of Association, Mr. C.P. Williams retires by rotation and, being
eligible, offers himself for re-election.
Brief biographies of each of the Directors appear on page 34.
Directors’ Emoluments
Directors’ emoluments for the year ended 25th March 2015 are set out below:-
P.G.H. Collins
C.P. Williams
C.H. Delevingne
T.J. Nagle
T.J.C.Parker
Total 2015
Total 2014
Salaries
–
106,667
–
–
–
Fees
32,551
11,645
11,645
11,645
11,645
Pension
–
10,667
–
–
–
Benefits
–
2,795
–
–
–
Total
2015
32,551
131,774
11,645
11,645
11,645
Total
2014
31,001
125,122
11,090
11,090
11,090
£106,667
£79,131
£10,667
£2,795
£199,260
£101,588
£75,361
£10,159
£2,285
£189,393
A company owned and controlled by Mr T.J.C. Parker, was paid a fee of £40,404 (2014: £38,480) for services
rendered during the year (see note 21).
Directors’ and Officers’ Liability Insurance
The Company has maintained Directors’ and Officers’ insurance as permitted by the Companies Act 2006.
8– 8 –
WYNNSTAY PROPERTIES PLC
REPORT OF THE DIRECTORS 2015 (continued)
Substantial Interests
As at 11 June 2015, the Directors have been notified or are aware of the following interests, which are in
excess of three per cent of the issued ordinary share capital of the Company:
No. of Ordinary
Shares of 25p
Percentage of
Issued Share
Capital 2015
Percentage of
Issued Share
Capital 2014
Mr P.G.H. Collins
850,836
Mr D. Gibson
68,083
Mr G. Gibson
239,192
31.38%
2.51%
8.82%
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.
Remuneration Committee
The Board currently acts as the remuneration committee, the details of the Directors’ emoluments being
set out on page 8 of this 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.
8
– 9 –
WYNNSTAY PROPERTIES PLC
REPORT OF THE DIRECTORS 2015 (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.
Annual General Meeting
The Notice of the Annual General Meeting, to be held on Thursday 16th July 2015, is set out on page 33.
By Order of the Board,
T.J.C. Parker
Secretary
12th June 2015
– 10 –
WYNNSTAY PROPERTIES PLC
STRATEGIC REPORT 2015
The Directors present their Strategic Report for the year ended 25th March 2015.
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:
• Increase in rental income: 3.4% (2014: reduction of 1.2%).
• Increase in net asset value per share: 15.2% (2014: increase of 5.3%).
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.
This Strategic Report was approved by the Board and signed on its behalf by:
T.J.C. Parker
Director
12th June 2015
– 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 2015 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 2015 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
12th June 2015
– 12 –
– 13 –
STATEMENT OF COMPREHENSIVE INCOME FOR YEAR ENDED 25TH MARCH 2015
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 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.
2015
£’000
1,663
(87)
(414)
1,162
1,530
–
2,692
2
(265)
2,429
(210)
2,219
2014
£’000
1,609
(79)
(443)
1,087
170
52
1,309
1
(129)
1,181
(235)
946
81.8p
34.9p
– 13 –
– 13 –
WYNNSTAY PROPERTIES PLC
STATEMENT OF FINANCIAL POSITION 25TH MARCH 2015
2015
£’000
21,780
3
21,783
489
1,050
1,539
(1,086)
(225)
(1,311)
228
22,011
(7,621)
14,390
789
(1,570)
1,135
205
13,831
14,390
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
Notes
9
12
13
14
15
17
Non Current Assets
Investment Properties
Investments
Current Assets
Accounts Receivable
Cash and Cash Equivalents
Current Liabilities
Accounts Payable
Income Taxes Payable
Net Current Assets
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 12th June 2015
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 2015
2015
£’000
2,429
–
(1,530)
(2)
265
–
(221)
210
(221)
(255)
675
2
(1,735)
–
(1,733)
(328)
–
1,660
1,332
274
776
1,050
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
Cashflow from operating activities
Income before taxation
Adjusted for:
Amortisation of deferred finance costs
Increase 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 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 2015
WYNNSTAY PROPERTIES PLC
YEAR ENDED 25 MARCH 2015
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)
11,940
12,499
–
–
–
–
–
–
2,219
(328)
2,219
(328)
Balance at 26 March 2014
Total comprehensive
income for the year
Dividends – note 7
Balance at 25 March 2015
789
205
1,135
(1,570)
13,831
14,390
YEAR ENDED 25 MARCH 2014
Share
Capital
£ 000
Capital
Redemption
Reserve
Share
Premium
Account
Treasury
Shares
Retained
Earnings
£ 000
£ 000
£ 000
£ 000
Total
£ 000
Balance at 26 March 2013
789
205
1,135
(1,570)
11,314
11,873
Total comprehensive
income for the year
Dividends – note 7
–
–
–
–
–
–
–
–
946
(320)
946
(320)
Balance at 25 March 2014
789
205
1,135
(1,570)
11,940
12,499
– 16 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2015
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 and financial assets
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 2015
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 2014.
(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:
IFRS 9: Financial Instruments
The standard makes substantial changes to the recognition and measurement of financial assets and
liabilities and de-recognition of financial assets.
There will only be three categories of financial assets whereby financial assets are recognised at either
fair value through profit or loss, fair value through other comprehensive income or measured at amortised
cost. On adoption of the standard, the Company will have to re-determine the classification of its financial
assets based on the business model for each category of financial asset. This is not considered likely to
give rise to any significant adjustments.
Financial liabilities of the Company are expected to continue to be recognised at amortised cost.
The standard is effective for accounting periods beginning on or after 1 January 2018.
– 17 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2015
WYNNSTAY PROPERTIES PLC
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.
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 and subsequently measured at
amortised cost 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 2015
WYNNSTAY PROPERTIES PLC
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 and subsequently measured at amortised
cost. All trade and other accounts payable are non-interest bearing.
Pensions
Pension contributions towards employees’ pension plans are charged to the statement of
comprehensive income as incurred. The pension scheme is a defined contribution scheme.
Borrowings
Interest rate borrowings are recognised at fair value, being proceeds received less any directly
attributable 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 2015
WYNNSTAY PROPERTIES PLC
2. PROPERTY COSTS
Rents payable
Empty rates
Property management
Legal fees
Agents fees
3. ADMINISTRATIVE COSTS
Rents payable – operating lease rentals
General administration, including staff costs
Fees relating to potential equity issue
Auditors’ remuneration: Audit fees
Tax services
Amortisation of deferred finance costs
4. STAFF COSTS
Staff costs, including Directors, during the year were as follows:
Wages and salaries
Social security costs
Other pension costs
2015
£’000
–
–
12
12
22
53
87
2015
£’000
21
357
–
32
4
–
414
2015
£’000
189
21
11
221
2014
£’000
3
12
9
24
26
29
79
2014
£’000
20
357
26
32
4
3
443
2014
£’000
178
21
10
209
Details of Directors’ emoluments, totaling £199,260 (2014: £189,393), are shown in the Directors’ Report
on page 8. 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 2015
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 21% (2014: 23%)
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 21% (2014 - 23%)
Expenses not deductible for tax purposes
Excess of capital allowances over depreciation
Investment gain on fair value not taxable
Investment gain not taxable
Other timing differences
Overprovision in previous year
Current tax charge
7. DIVIDENDS
Final dividend paid in year of 7.6p per share
(2014: 7.6p per share)
Interim dividend paid in year of 4.5p per share
(2014: 4.2p per share)
2015
£’000
265
(2)
263
2015
£’000
225
(15)
210
–
210
2014
£’000
129
(1)
128
2014
£’000
235
–
235
–
235
2,429
1,181
510
19
(3)
(321)
–
20
(15)
210
2015
£’000
206
122
328
27
18
(3)
(39)
(13)
–
–
235
2014
£’000
206
114
320
The Board recommends the payment of a final dividend of 7.8p per share, which will be recorded in the
Financial Statements for the year ending 25th March 2016.
– 21 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2015
WYNNSTAY PROPERTIES PLC
8. EARNINGS PER SHARE
Basic earnings per share are calculated by dividing Income after Taxation attributable to Ordinary
Shareholders of £2,219,000 (2014: £946,000) by the weighted average number of 2,711,617 (2014:
2,711,617) ordinary shares in issue during the period excluding shares held as treasury. 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 2014
Additions
Disposals
Revaluation Surplus
Balance at 25th March 2015
2015
£’000
18,515
1,735
–
20,250
1,530
21,780
2014
£’000
17,700
945
(300)
18,345
170
18,515
The Company’s freehold investment properties are carried at fair value as at 25th March 2015. The fair
value of the properties has been calculated by independent valuers, BNP Paribas Real Estate, 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 5.5% to 10%, with an
average yield of 7.89% and an average weighted yield of 7.61% 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 decrease or increase of £1.36
million in the fair value movement through profit or loss.
– 22 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2015
WYNNSTAY PROPERTIES PLC
10. OTHER PROPERTY, PLANT AND EQUIPMENT
Cost
Balance at 25th March 2014 and 25th March 2015
Depreciation
Balance at 25th March 2014
Charge for the Year
Balance at 25th March 2015
Net Book Values at 25th March 2014
and 25th March 2015
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
2015
£’000
2014
£’000
47
47
–
47
–
2015
£’000
1,422
2,973
997
5,392
47
41
6
47
–
2014
£’000
1,494
2,922
1,102
5,518
Rental income under operating leases recognised in the profit or loss amounted to £1,663,000 (2014:
£1,609,000).
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 2015
WYNNSTAY PROPERTIES PLC
12. INVESTMENTS
Quoted investments
13. ACCOUNTS RECEIVABLE
Trade receivables
Other receivables
2015
£’000
3
2015
£’000
486
3
489
2014
£’000
3
2014
£’000
264
3
267
Trade receivables include an allowance for bad debts of £28,000 (2014: £28,000). Trade receivables of
£22,600 (2014: £18,000) are considered past due but not impaired.
14. ACCOUNTS PAYABLE
Trade payables
Other creditors
Accruals and deferred income
15. BANK LOANS PAYABLE
Non-current position
Less: deferred finance costs
2015
£’000
7
107
972
1,086
2015
£’000
7,658
(37)
7,621
2014
£’000
40
163
673
876
2014
£’000
5,998
(47)
5,951
In December 2013, the bank loan was re-financed 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 2015
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 £21,780,000 (2014: £17,155,000). The undrawn
element of the borrowing facility available at 25th March 2015 was £2.3million (2014: £4.0million). A
commitment fee of 1% per annum is payable on the undrawn amount.
16. DEFERRED TAX
A deferred tax asset of £44,145 (2014: £250,286) in respect of the investment property has not been
recognised, as the Directors do not intend to sell the properties and therefore crystallise the potential
deferred tax assets. If the investment properties were to be sold, the Directors believe it is unlikely that there
would be suitable taxable profits from which the future reversal of the underlying timing differences could
be deducted.
17. SHARE CAPITAL
Authorised
2015
£’000
2014
£’000
8,000,000 Ordinary Shares of 25p each:
2,000
2,000
Allotted, Called Up and Fully Paid
3,155,267 Ordinary shares of 25p each
789
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 2015
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 2015 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. 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 2015 and 2014, 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 2015 was £1,050,000 (2014:
£776,000).
Currency Risk
As all of 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 but does not take out financial
instruments to mitigate the risk. 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 2015
WYNNSTAY PROPERTIES PLC
18. 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
2015
£'000
38
(6)
32
2014
£'000
30
(4)
26
2015
£'000
(38)
6
(32)
The net exposure of the Company to interest rate fluctuations was as follows:
Floating rate borrowings (bank loans)
Less: cash and cash equivalents
2015
£'000
(7,658)
1,050
(6,608)
2014
£'000
(30)
4
(26)
2014
£'000
(5,998)
776
(5,222)
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)
2015
Book Value
£’000
(7,621)
2015
Fair Value
£’000
(7,672)
2014
Book Value
£’000
(5,951)
2014
Fair Value
£’000
(5,998)
Total
(7,621)
(7,672)
(5,951)
(5,998)
– 27 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2015
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
2015
£’000
3
489
1,050
1,542
21,780
23,322
2014
£’000
3
267
776
1,046
18,515
19,561
8,932
7,062
8,932
14,390
23,322
7,062
12,499
19,561
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 2015
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
2015
£'000
7,621
(1,050)
6,571
14,390
21,780
30.2%
45.7%
2014
£'000
5,951
(776)
5,175
12,499
18,515
28.0%
41.4%
– 29 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2015
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
2015
£’000
Movement
£’000
(1,050)
7,658
6,608
(274)
1,660
1,386
2014
£’000
(776)
5,998
5,222
20. COMMITMENTS UNDER OPERATING LEASES
Future rental commitments at 25th March 2015 under non-cancellable operating leases are as follows:-
Within one year
Between two to five years
2015
£’000
20
3
23
2014
£’000
19
24
43
21. RELATED PARTY TRANSACTIONS
The Company had 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 2015, I.F.M. Consultants Ltd was paid £nil (2014: £38,480). 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.P. Consultants Ltd, a company owned and controlled by T.J.C. Parker which during
the year was paid £40,404 (2014: £38,480). There were no other related party transactions other than with
the Directors, which have been disclosed under Directors’ Emoluments in the Directors’ Report on page 8.
22. EVENTS AFTER THE END OF THE REPORTING PERIOD
Shortly after the end of the financial year, the Directors entered into negotiations off the market to acquire
an industrial estate in Hampshire. Contracts have recently been exchanged, with completion due in the
near future. The acquisition price of £2.6 million will be funded from the borrowing facility and cash
resources.
– 30 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25TH MARCH 2015
WYNNSTAY PROPERTIES PLC
23. SEGMENTAL REPORTING
Industrial
Retail
Office
Total
2015
2014
2015
2014
2015
2014
2015
2014
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Rental Income
1,015
1,107
351
163
297
Profit/(loss) on property
investments at fair value
1,143
230 210
25
178
339
(85)
1,663
1,530
1,609
170
Total income and gain/(loss)
2,157 1,337
561
188
475
254
3,193 1,779
Property expenses
(87)
(79)
–
–
–
–
(87)
(79)
Segment profit/(loss)
2,070 1,258
561
188
475
254
3,106 1,700
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
–
–
–
–
–
52
(414)
(443)
2,692 1,309
(265)
(129)
2
1
2,429 1,181
Other information
Industrial
Retail
Office
Total
2015
2014
2015
2014
2015
2014
2015
2014
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Segment assets
12,605
11,462
5,245
3,300
3,930
3,753 21,780 18,515
Segment assets held
as security
12,605
10,102
5,245
3,300
3,930
3,753
21,780
17,155
– 31 –
WYNNSTAY PROPERTIES PLC
FIVE YEAR FINANCIAL REVIEW
Years Ended 25th March:
2015
£’000
2014
£’000
IFRS
2013
£’000
2012
£’000
2011
£’000
PROFIT AND LOSS ACCOUNT
Property Income
Profit before movement in fair value of
investment properties and taxation
1,663
899
1,609
1,011
1,628
1,503
1,103
1,157
Income before Taxation
2,429
1,181
166
Income/(Loss) after Taxation
2,219
946 (193)
292
117
1,691
886
661
449
BALANCE SHEET
Investment Properties
Equity Shareholders’ Funds
PER SHARE
Basic earnings
Dividends paid and proposed
Net Asset Value
21,780
14,390
18,515
12,499
17,700
11,873
19,289
12,359
20,120
12,538
81.8p
12.3p
531p
34.9p
(7.1p)
4.3p
11.8p
461p
10.8p
438p
10.5p
456p
17p
10.5p
462p
– 32 –
– 33 –
WYNNSTAY PROPERTIES PLC
NOTICE OF MEETING
NOTICE IS HEREBY GIVEN that the one hundred and twenty-ninth 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, 16th July 2015, 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 2015.
2 To declare a final dividend for the year ended 25th March 2015.
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 re-elect as a Director of the Company Mr C.P. Williams, 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.
12th June 2015
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 Asset Services, 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
14th July 2015, 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 18.00 on 14th July 2015 shall be disregarded in determining the rights of any person to
attend or vote at the Meeting.
4. Copies of the service agreements under which Directors of the Company are employed by the Company
will be available for inspection at the Company’s registered office during normal business hours on any
weekday from the date of this Notice until the date of the Annual General Meeting and for 15 minutes
prior to and during the Meeting.
– 33 –
WYNNSTAY PROPERTIES PLC
BIOGRAPHIES OF THE DIRECTORS
Philip G.H. Collins CBE (Non-Executive Chairman) aged 67, is a Solicitor and was Chairman of the
Office of Fair Trading from 2005 to 2014. 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 57 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 65. 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. Appointed a Director of Wynnstay Properties in June 2002.
Terence J. Nagle (Senior Independent Non-Executive) aged 72, 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 60, is a Chartered Accountant who
has worked for a number of small and medium sized companies in a varied number of business sectors both in
the UK and abroad. Appointed a Director of Wynnstay Properties in August 2007.
– 34 –