Wynnstay Properties PLC
Annual Report and Financial Statements
for the year ended 25 March 2020
WYNNSTAY PROPERTIES PLC
ANNUAL REPORT
and
FINANCIAL STATEMENTS
YEAR ENDED 25 MARCH 2020
CONTENTS
Directors and Advisers
Summary of Property Portfolio
Chairman’s Statement
Report of the Directors
Strategic Report
2
3
4
10
14
18 Chairman’s Corporate Governance Statement
19 Corporate Governance, Remuneration and Audit Report
24
28
29
30
31
33
49
50
53
Independent Auditor’s Report
Statement of Comprehensive Income
Statement of Financial Position
Statement of Cash Flows
Statement of Changes in Equity
Notes to the Financial Statements
Five Year Financial Review
Notice of Annual General Meeting
Biographies of the Directors
– 1 –
WYNNSTAY PROPERTIES PLC
Company incorporated in England and Wales
Registered number: 00022473
DIRECTORS
P.G.H. COLLINS C.B.E.
(Non-Executive Chairman)
C.P. WILLIAMS B.Sc., M.B.A., M.R.I.C.S.
(Managing Director)
C.H. DELEVINGNE
(Non-Executive Director)
P. MATHER B.Sc., F.R.I.C.S.
(Non-Executive Director)
C. M. TOLHURST B.Sc., M.R.I.C.S., A.C.I.S.
(Non-Executive Director)
REGISTERED OFFICE
Hamilton House, Mabledon Place, London WC1H 9BB
AUDITORS
BDO LLP
55 Baker Street, London W1U 7EU
SOLICITORS
FIELDFISHER LLP
Riverbank House, 2 Swan Lane, London EC4R 3TT
NOMINATED ADVISER & BROKER
PANMURE GORDON (UK) LIMITED
One New Change, London EC4M 9AF
VALUERS
BNP PARIBAS REAL ESTATE ADVISORY &
PROPERTY MANAGEMENT UK LIMITED
5 Aldermanbury Square, London EC2V 7BP
REGISTRARS
LINK ASSET SERVICES
65 Gresham Street, London EC2V 7NQ
BANKERS
C. HOARE & CO.
37 Fleet Street, London EC4P 4DQ
HANDELSBANKEN PLC
5 Welbeck Street, London W1G 9YQ
– 2 –
WYNNSTAY PROPERTIES PLC
SUMMARY OF PROPERTY PORTFOLIO
AT 25 MARCH 2020
Aldershot
Aylesford
Eastern Road
1 Industrial Unit
Quarry Wood Industrial Estate
19 Industrial Units
Chessington
Oakcroft Business Park
3 Industrial Units/Offices
Cosham
Hailsham
Heathfield
Hertford
Ipswich
Lewes
Lichfield
Liphook
Liphook
Midhurst
Norwich
Petersfield
Petersfield
Surbiton
Uckfield
High Street
Offices
Crown Close Industrial Estate
7 Industrial Units
Station Road
5 Industrial Units
Hertingfordbury Road
1 Industrial Unit
Trinity Street
Brooks Road
5 Industrial Units
2 Retail Warehouse Units
1-4, Prospect Drive
4 Industrial Units
Beaver Industrial Estate
17 Industrial Units
Beaver Industrial Estate
Development Land
North Street
1 Retail Shop
City Trading Estate
6 Industrial Units
Petersfield Trade Park
6 Industrial Units
Bedford Road
St James Street
Bell Lane
Development Land
Offices
4 Industrial Units
Weston-super-Mare
Phillips Road
1 Retail Warehouse Unit
All the above properties are Freehold.
– 3 –
WYNNSTAY PROPERTIES PLC
CHAIRMAN’S STATEMENT
I am reporting to you on the past financial year’s performance against the background of unprecedented recent
events.
Having gone through the last three years with the political and economic uncertainty associated with Brexit, like
most of the commercial property industry we started 2020 with increased optimism following the general election
in December 2019 and the establishment of a majority government as a result. That optimism was shattered when
the World Health Organisation declared Covid-19 to be a pandemic on 11 March 2020 and the UK government
announced the lockdown on 23 March 2020. This was not the best way to end the financial year; and certainly not
to start the current one.
The Covid-19 pandemic and the measures to tackle it have had a profound impact around the world and across the
country, including on our businesses, our communities, our economy and our society. At the time of writing, it is
impossible to forecast what the longer-term effects for all of us may be. I comment below on some of the steps that
we have taken in Wynnstay’s business.
These unprecedented events apart, the year ended 25 March 2020 produced a good financial outcome at Wynnstay.
This is reflected in the following overview table.
Overview of financial performance
• Property income
• Profit before movement in fair value of investment
properties, property sales and taxation
• Earnings per share
• Dividends per share, paid and proposed
• Net asset value per share
• Loan to value ratio
• Gearing ratio
Change
+2.5%
-3.4%
-93.7%
-21.1%
-1.9%
2020
2019
£2,271,000
£2,216,000
£1,155,000
£1,196,000
4.5p
15.0p
792p
36.5%
52.2%
71.1p
19.0p
807p
35.6%
52.7%
Portfolio
Our established policy of continuing to upgrade the portfolio resulted in two disposals of properties that we had
owned for many years and one significant acquisition during the year.
Property rental income increased to £2.27 million (2019 - £2.22 million). This is the sixth successive year of
rental income growth and the fourth successive year in which it has exceeded £2 million. This has been achieved
despite the profitable disposal during the year of our three industrial units at Basingstoke and our remaining unit
at St Neots and the loss of rental income from two units at Chessington as a result of our tenant exercising a break
option last June. On the other hand, we have benefited this year from a full year’s contribution from Petersfield
Business Park which we acquired in late Summer 2018, as well as a significant contribution from our latest
acquisition at Aylesford of six months rent and the receipt of the uplift from the rent review detailed below.
The level of activity in terms of lease renewals, rent reviews and lettings has been lower than in some previous
years, reflecting in part the mix of lease lengths and expiry dates and the overall tenant stability within the
portfolio. We completed two lettings, one at Aylesford and the other at Uckfield, five lease renewals at Norwich,
Liphook and Heathfield and two rent reviews, one at Lichfield and the other at our latest acquisition in Aylesford.
This acquisition in September 2019 was of a single, self-contained industrial unit with an extensive yard adjoining
our existing 18 unit industrial estate at Lake Road, Aylesford. The unit is of similar age and specification to our
estate. The acquired unit is let to and occupied by a longstanding tenant whose lease continues until December
2023 at a passing rent on acquisition of £76,000 per annum but subject to an outstanding upward only rent review
effective from 25 December 2018. As part of the purchase it was agreed that we would take over negotiations on
– 4 –
WYNNSTAY PROPERTIES PLC
CHAIRMAN’S STATEMENT (continued)
the outstanding rent review and would retain the benefit of any increased rent from the rent review date. We have
now concluded the outstanding rent review at £111,000 per annum and have collected the increased rent due from
December 2018, which is reflected in property income in the statement of comprehensive income.
At Chessington we have two vacant units where we have successfully concluded negotiations with our previous
tenant regarding dilapidations. The units present well, are in a good location and marketing is ongoing. The
commercial letting market over the last year has been extremely difficult. However, we remain optimistic about
securing replacement tenants. I will update shareholders regarding the reletting of these units in my interim
statement in November.
At Petersfield we are very close to finalising agreements for lease with tenants for two of the three units for which
we have planning consent. We are currently undertaking a construction tender process with several potential
contractors and will then be able to fully assess the viability of the scheme and take decisions on the next steps. As
regards the vacant site at Liphook, I am pleased to report that while preparing this statement we finally received
the much delayed planning consent for two single-storey units, with associated landscaping, parking and external
works. We are currently reviewing how best we can progress this scheme in the light of current conditions. I will
update shareholders on both schemes in my interim statement.
Following the changes in the portfolio during the year, as at the year end, the industrial sector within the portfolio
accounted for approximately 75% by value, with the retail warehouse and office sectors comprising around 6% and
16% respectively and 1% being in our remaining retail shop together with 2% in development land.
Profits and Costs
The profit before movement in fair value of investment properties, property sales and taxation for the year was
similar to last year at £1,155,000 (2019: £1,196,000). The net profit of £421,000 from the sale of the one unit at
St Neots and Basingstoke is also reflected in the accounts for the year. Our policy of exercising tight control over
property and administrative costs has continued to be effective although we incurred some one-off costs relating to
the functional changes announced last October and mentioned below.
Portfolio Valuation
As at 25 March 2020, our Independent Valuers, BNP Paribas Real Estate, have undertaken the annual revaluation
of the company’s portfolio at £34,260,000 representing a revaluation diminution of £1,145,000 on the valuation
as at 25 March 2019, adjusted for acquisitions and disposals. Revaluation adjustments, positive or negative, are
reflected together with property income and profits or losses from disposals in the statement of comprehensive
income, thus resulting this year in lower earnings per share of 4.5p (2019: 71.1p). This treatment can result in
significant variations in earnings per share over the years, as is the case comparing this year with last year.
The valuation was undertaken on the basis of Fair Value in accordance with the requirements of IFRS 13 and
the RICS Valuation – Global Standards 2020. In common with other independent property valuations being
undertaken at present under these standards, the valuation was reported on the basis of “material valuation
uncertainty” given the unknown future impact of Covid-19. This means that valuers can attach less weight to
previous market evidence for comparison purposes to inform their opinions of value and consequently less
certainty, and a higher degree of caution, should be attached to their valuation than would normally be the case.
The valuers state that the material uncertainty declaration is to serve as a precaution and does not invalidate the
valuation.
Finance, Borrowings and Gearing
At the year end, we held cash of just under £1.3 million (2019 - £959,000), our borrowings were £12.5 million
(2019 - £12.5 million) and net gearing was 52.2% (2019 - 52.7%). Under our existing facility we can drawdown a
further £1 million to take total borrowings to £13.5 million. We operate well within the financial covenants on asset
and interest cover set out in our borrowing facilities and have an excellent business relationship with our bankers,
Handelsbanken, with an arrangement that we can, in principle and without commitment, increase our borrowings
to a maximum of £15 million.
– 5 –
WYNNSTAY PROPERTIES PLC
CHAIRMAN’S STATEMENT (continued)
Dividend
Over recent years we have sought to pursue a progressive dividend policy that aims to provide shareholders with a
rising income commensurate with Wynnstay’s growth and finances. This has resulted in dividends increasing over
the past eight financial years to 25 March 2019 from 10.5p per share to 19.0p per share, an increase of 81%, far in
excess of the rate of inflation over the period.
If the Covid-19 pandemic, with its uncertain consequences, had not struck, the Board would have been minded
to continue to pursue this progressive dividend policy. However, given the present uncertainties that we all face,
we have concluded that it is vital to be prudent and to ensure that we retain an increased level of earnings in the
business and thus pay a lower dividend this year.
An interim dividend of 7.5p per share (2019 – 7.0p) was paid in December 2019. The Board announced in mid-
June that it would pay a second interim dividend of 7.5p per share (2019 – final 12.0p) thus making a total dividend
of 15.0p per share for the year. This second interim dividend was paid on 17 July 2020 to shareholders on the
register on 19 June 2020. As two interim dividends have been paid for the year, no final dividend is being declared.
The Board will, of course, keep dividend policy under careful review and hopes that when the outlook is more
certain it will be possible to return to its progressive dividend policy. It is keenly aware how important investment
income is to many shareholders, especially at a time when interest rates are, and have been for some time, very low
and when a number of major companies are cancelling their dividends. A decision on the interim dividend for the
current year will be taken as usual in November and announced with our interim results at that time..
In the meantime, shareholders should recall that in Wynnstay’s case, the current year’s dividend of 15.0p still
presents a substantial, above inflation, increase over the past eight years.
Impact of Covid-19 pandemic
The Covid-19 pandemic and the government lockdown and other measures to tackle it, including support for
business, employees and the economy, have now been with us for over four months. While it is too early to assess
the impact on Wynnstay’s business in anything other than the short term, it has clearly had a huge and immediate
impact on the UK economy, with resulting falls in GDP in April and May far beyond any previously experienced.
The impact of the Covid-19 pandemic on commercial property has been the subject of extensive press coverage,
with particular focus on the effect of the lockdown on particular sectors of the market - notably retail, hospitality
and leisure; and on tenants’ anticipated cash flow problems and thus on their ability to pay their rents when due.
This has also led to reports of adversarial positions and mutual distrust developing as between some landlords
and their tenants resulting in the recent introduction of a voluntary code of practice for commercial property
relationships during the pandemic.
At Wynnstay, we have only a small exposure to the retail, hospitality and leisure sectors. We have a broad base of
tenants in the portfolio ranging from the government and substantial quoted or privately owned companies to many
small and medium sized businesses. We do not depend for our rental income on any one tenant or single business
sector. As I have also mentioned in previous statements, we have generally enjoyed constructive and positive
relationships with our tenants. This is standing us in good stead in the current conditions.
Since the pandemic was declared, we have been talking to most of our tenants, particularly those with smaller
businesses facing potential cash flow problems arising from the lockdown, to explore how we might be able to help
them. The Board considers that it is both in shareholders’ interests and vital for UK economic recovery to support
our tenants, as far as we reasonably can, so that they are in a position to resume trading following the lifting of
restrictions. We expect tenants with viable businesses who are suffering short term pressures on cash flow to take
full advantage of the various reliefs and schemes that have been made available to business by the UK Government
to assist them. These include business rates suspension, employee cost support, tax payment deferrals, government
supported loans and business grants to qualifying occupiers.
– 6 –
– 7 –
WYNNSTAY PROPERTIES PLC
CHAIRMAN’S STATEMENT (continued)
Typical support that we have been able to offer to viable businesses is to accept, as a concessionary arrangement
for a limited period, monthly instead of quarterly in advance rent payments and in some cases to defer a part of
a quarter’s rent, spreading its payment over the remainder of our financial year. We have also received a small
number of requests from tenants for concessionary arrangements in the form of rent holidays or longer term
rent deferrals. These requests have been considered on a case by case basis on their merits, having regard to the
resources, size and viability of the businesses concerned, the availability and take up of UK Government reliefs
and schemes. Such requests by tenants create opportunities to vary lease terms in a mutually beneficial way such as
by extending leases or removing tenant break options. Lease variations of this nature have been agreed with several
tenants which we consider will be beneficial to both parties by providing some relief to tenants while securing
longer term rental income and a potential increase in capital value for Wynnstay.
Wynnstay is a small investment company to whom cash flow is as important as it is to our tenants and the UK
Government’s measures are directed in the main to trading, rather than investment, businesses. For our part, we are
maintaining our regular payments to our suppliers, many of whom are also small businesses, to ensure that their
cash flow is supported in the challenging conditions that we all face.
We continue to monitor carefully the receipts of our adjusted rental income, taking account of the concessionary
arrangements mentioned above. I am pleased to report that as at the date of writing, the Company has received
all of the rental income due for the first quarter of the current financial year commencing 26 March 2020 and
over 70% of the rental income due for the second quarter commencing 24 June 2020. For the second quarter, this
includes all of the rental income due to date comprising both quarterly rents paid in advance and those rents now
being paid monthly.
We will continue to monitor the position very carefully and to engage actively with our tenants to assist them
where practicable.
Outlook
Although the government measures have been relaxed in stages over the past two months and commercial activity
has begun to return, as already noted, the impact of the pandemic on the UK economy has been dramatic. For
Wynnstay, as for many other businesses, the outlook will depend on the shape and speed of recovery from the
impact of the pandemic.
However, we have noted some encouraging signs. Our tenants are continuing to pay their rents, including those
due under concessionary arrangements we have made with them. Generally, our contacts with them suggest that
they remain positive and determined to build back their businesses – even those very few that we have in the retail
and hospitality sector. Indeed the apparent resilience and determination among many of our tenants provides a
refreshing contrast to the gloom amongst economic forecasters and the media.
Within our industrial units, we continue to see demand for units that are available at current rents and we have
concluded early in the current year one successful lease renewal at an increased rent. A number of rent reviews
arise over the remainder of the current year and it will be interesting to see how these are resolved. The interest
from tenants in lease extensions or new leases and the removal of break clauses is also encouraging as they look
for security in their existing premises and arrangements with their current landlords, rather than facing the costs
and disruption of relocation to different premises and landlords.
We have always taken an active, but conservative, approach to building the portfolio and this has stood Wynnstay
and you, as shareholders, in good stead over many years, including over some very difficult periods in the
economy such as at the time of the banking crisis. Our borrowings are conservative relative to our assets and
provide us with good headroom within our facilities with Handelsbanken.
So while nothing can be certain especially given what we have just been through, and have still to live with for
some period of time, the Board remains confident about Wynnstay’s portfolio, its business and its future.
– 7 –
WYNNSTAY PROPERTIES PLC
CHAIRMAN’S STATEMENT (continued)
Functional changes
In my statement with the interim results in November, I reported in detail on the functional changes that we
had made in relation to our finance and company secretarial services following the decision of our Finance
Director and Company Secretary, Toby Parker, to retire at the end of October. I am pleased to report that the new
arrangements with Alan Palmer, our Director of Finance, and Susan Wallace of Bruce Wallace, our Company
Secretary, are working extremely well in practice in supporting the business and proving to be flexible in the time
commitment our needs require over the course of the year. The requirement since late March for the whole team to
work remotely has also been successful.
Colleagues and advisers
Wynnstay has only one full-time employee, our Managing Director Paul Williams. I, and my Non-Executive
Director colleagues, are part-time, as are our new finance and company secretarial colleagues. I would like to thank
them all, as well as those who work with them and our various advisers, for their contributions over the past year.
In the light of the unprecedented conditions, it has been agreed that there will be no increase in either executive
salary or Directors’ fees in the current year.
Shareholder Communications
We have relied for many years principally on paper communications with shareholders, through our regular Interim
Reports in November and our Annual Reports in June each year. This has been supplemented in recent years by
information provided on our website, and by the dissemination of our regulatory announcements both on our
website and through many external sources including online investment news services and platforms.
Where it suits shareholders’ needs, we would like to move from paper to electronic communications as many
companies have done over recent years. Shareholders can also improve their ability to manage their shareholding
in Wynnstay by registering the holding online with our Registrars, Link Asset Services via their share portal www.
signalshares.com. You will find enclosed with this Annual Report a letter that sets out the benefits of moving to
electronic communications and of registering holdings online and setting out the steps to be taken if you wish to
participate.
You should note that if you would like to continue to receive shareholder information in hard copy form,
you have to take the action described in the letter within 28 days. If you do not reply within that time, you
will be deemed to have consented to website publication of shareholder information and you will no longer
automatically receive hard copies in the post.
This year we are introducing the opportunity described below for shareholders to ask the questions in writing
that they might have wished to ask in person at the Annual General Meeting. In addition to this innovation,
shareholders may of course raise questions with the Company at any time during the year, whether to me or to
the Managing Director. Questions about the details of any individual shareholding should be addressed in the first
instance to Link Asset Services or to the Company Secretary.
Unsolicited Approaches to Shareholders
For many years, I have warned shareholders about “share scams”, typically unsolicited approaches, usually by
telephone, but now increasingly online, from an obviously overseas location and often using a name which appears
to carry some substance, about their shareholdings.
As always, I urge all shareholders to continue to be vigilant. There is nothing that we can do to deter or stop these
approaches, or the use by callers of Wynnstay’s name or details of shareholdings. On Wynnstay’s website (www.
wynnstayproperties.co.uk), shareholders will also find a warning and a link to other information about unsolicited
approaches regarding shares on the Financial Conduct Authority’s website (www. https://www.fca.org.uk/
scamsmart).
– 8 –
– 9 –
WYNNSTAY PROPERTIES PLC
CHAIRMAN’S STATEMENT (continued)
Annual General Meeting
As you know we normally hold the Annual General Meeting (AGM) in London to enable our shareholders to
attend. The AGM provides an important and valued opportunity for the Board to engage with shareholders.
Unfortunately, at the time of making our AGM arrangements, this will not be possible this year. In response to the
Covid-19 global pandemic, we need to observe the UK Government’s guidance on social distancing, as well as
help prevent the spread of Covid-19 by not arranging public meetings of significant numbers of people. The UK
Government has enacted legislation to facilitate the holding of AGMs during this time and the Company’s AGM
will be held in accordance with these measures.
Mindful of these requirements and the challenges they present, our AGM will be held on Tuesday 15 September,
the details being set out in the notice of meeting on page 50. The Board will ensure a quorum is present and no
other shareholders will be able to attend as this would be in contravention of current legal restrictions.
The AGM this year will therefore be purely functional and address just the formal resolutions detailed in the
notice of meeting necessary to enable the Board to conduct the business and affairs of the Company. As for all our
meetings in recent years, the notice of meeting on page 50 includes, in addition to routine business, two further
resolutions. These resolutions would give the Board authority, limited in both amount (5% of share capital) and
time (December 2021 at the latest) to issue shares, including shares held in Treasury, and to do so without first
offering them to existing shareholders.
We are taking this opportunity to provide shareholders with the facility to ask questions in writing that they
might have wished to ask in person at the AGM. If shareholders have questions, they should be emailed to
company.secretary@wynnstayproperties.co.uk or by letter to me at the Company’s office in advance of the
AGM. You will receive a written response and, if there are common themes raised by a number of shareholders,
we aim to provide a summary for all shareholders, grouping themes and topics together where appropriate, on the
Company’s website at the time of the Interim Report in November.
Voting on all resolutions at the meeting will be conducted by poll vote and we strongly encourage you to complete
and return a form of proxy to ensure your votes are included. You will need to appoint the ‘Chairman of the
meeting’ as your proxy as no other person will be able to attend the AGM on your behalf this year. Please
follow the instructions on the Form of Proxy and return your vote so as to be received no later than 48 hours before
the commencement of the meeting.
Wynnstay’s shareholders have always been very diligent in casting their votes at general meetings by proxy. Every
year a very high proportion of shareholders show their continued interest in their investment in Wynnstay by taking
the trouble to complete and return their proxy forms. In the circumstances that we face this year it is vital that
shareholders exercise their rights by doing so. Shareholders who choose to register for Link services, as
mentioned above, can also benefit from the ability to cast their proxy votes electronically rather than by post
or email.
Finally, on behalf of the Board, I would like to thank shareholders for their continued support for Wynnstay and to
convey our good wishes at a time when issues of safety and health have been uppermost in all our minds, leading
to enforced changes in our lives, including separation from friends and families.
Philip Collins
Chairman
30 July 2020
– 9 –
WYNNSTAY PROPERTIES PLC
REPORT OF THE DIRECTORS 2020
The Directors present their One Hundred and Thirty-Fourth Annual Report, together with the audited
Financial Statements of the Company for the year ended 25 March 2020.
Following the adoption by the Company of the Quoted Company Alliance Corporate Governance Code
(the Code) certain matters required by the Code to be included in the Annual Report are now addressed in
this report, the Strategic Report or the Corporate Governance Report with cross-references provided where
appropriate. The three reports should be read together with the Chairman’s Statement and the additional
information required by the Code published on the Company’s website.
Business and Future Development
As the Code requires a description of the business, strategy and business model promoting long-term value for
shareholders to be included in the Annual Report and similar information is also required by company law to
be included in the Strategic Report, these matters are dealt with in the Strategic Report on pages 14 - 17.
Financial Objectives and Risks
As the Code requires a description of effective risk management systems to be included in the Annual Report
and company law requires a description of financial risk management objectives and policies, information on
exposure to risks and a description of the principal risks and uncertainties facing a company, these matters
are all dealt with in the Strategic Report on pages 14 - 17 as well as in Note 18 of the financial statements on
pages 44 - 47.
Profit for the Year
The profit for the year after taxation amounted to £123,000 (2019: £1,928,000). Details of movements in reserves
are set out in the statement of changes in equity on page 31.
Dividends
The Directors have declared the payment of two interim dividends of 7.5p each for the year ended 25 March 2020.
An interim dividend of 7.5p was paid on 20 December 2020 and a second interim dividend of 7.5p was paid on 17
July 2020, representing a total for the year of 15.0p (2019: 19.0p).
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Strategic Report, the Directors’ Report, the Corporate
Governance 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. The Directors
prepared the Company’s financial statements in accordance with IFRS, as adopted by the EU and applicable
law.
The Directors must only approve the financial statements if they are satisfied that they give a true and fair
view of the state of affairs of the Company and of the profit or loss of the Company for the reporting period.
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; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
Company will continue in business.
– 10 –
WYNNSTAY PROPERTIES PLC
REPORT OF THE DIRECTORS 2020 (continued)
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the
Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They
are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information
included on the Company’s website. Legislation in the United Kingdom governing the preparation and
dissemination of the financial statements may differ from legislation in other jurisdictions.
Directors
The Directors holding office during the financial year under review and their interests (including spouses, related
parties and non-beneficial interests, where applicable) in the ordinary share capital of the Company at 25 March
2020 and 25 March 2019 are shown below
Ordinary Shares of 25p
25.3.19
25.3.20
P.G.H. Collins
C.P. Williams
C.H. Delevingne
T.J.C. Parker (resigned 31 October 2019)
Non-Executive Chairman
Managing Director
Non-Executive Director
Finance Director and Secretary
850,836
11,612
5,000
*28,250
850,836
10,212
5,000
*28,250
* As at 30 October 2019 in the case of T.J.C. Parker, being the date on which he ceased to be a Director. In relation
to his holding as at that date: (i) 10,000 ordinary shares were held under the terms of a discretionary trust of which
T.J.C. Parker was both a trustee and a beneficiary (whilst T.J.C. Parker had a beneficial interest in these shares he
only had a potential or contingent entitlement dependent on the exercise of the Trustees of their discretions in his
favour); and (ii) 18,250 ordinary shares were held in two SIPPs on behalf of T.J.C. Parker.
The interests shown above in respect of Mr. P.G.H. Collins include non-beneficial interests of 229,596 shares at 25
March 2020 and 2019.
Mr. C.P. Williams has a service agreement with the Company under which his employment is subject to six
months’ notice of termination by either party. Mr T.J.C. Parker had a service agreement with the Company with
the same period of notice. This was terminated when he ceased to be a Director on 30 October 2019.
In accordance with the Company’s Articles of Association, Mr P.G.H. Collins and Miss C.M. Tolhurst retire by
rotation and, being eligible, offer themselves for re-election.
Biographies of each of the Directors appear on page 53.
– 11 –
WYNNSTAY PROPERTIES PLC
REPORT OF THE DIRECTORS 2020 (continued)
Directors’ Emoluments
Directors’ emoluments for the year ended 25 March 2020 are set out below:-
P.G.H. Collins
C.P. Williams
C.H. Delevingne
T.J.C.Parker (resigned 31 October 2019)
P. Mather
C.M. Tolhurst
Salaries
–
129,000
–
–
–
–
Fees
42,500
15,850
15,850
9,246
15,850
20,850
Pension
–
12,600
–
–
–
Benefits
–
2,446
–
–
–
–
Total
2020
42,500
159,896
15,850
9,246
15,850
20,850
Total
2019
41,500
183,727
15,500
15,500
15,500
15,500
Total 2020
Total 2019
£129,000
£120,146
£12,600
£2,446
£264,192
£151,000
£119,000
£12,600
£4,627
£287,227
The above figures for 2019 include a discretionary bonus payment of £25,000 to Mr C.P. Williams being the
amount determined by the Board to reflect his performance during that year. No discretionary bonus payment
has been determined for the financial year under review.
A company owned and controlled by Mr T.J.C. Parker, was paid a fee of £27,416 (2019: £46,000) for services
rendered during part of the year (see note 19).
Directors’ and Officers’ Liability Insurance
The Company has maintained Directors’ and Officers’ insurance as permitted by the Companies Act 2006.
Interests in the Company’s Shares
As at 30 July 2020, the Directors have been notified or are aware of the following interests (including spouses,
related parties and non-beneficial interests, where applicable, for both financial years), which are in excess of
three per cent of the issued ordinary share capital of the Company, excluding shares held in treasury:
No. of Ordinary
Shares of 25p
Percentage of
Issued Share
Capital 2020
Percentage of
Issued Share
Capital 2019
P.G.H. Collins
G. J. Gibson
D. N. Gibson
Dr. G.L.A. Bird
J.V. Bird
850,836
272,192
121,378
112,000
111,750
31.38%
10.04%
4.47%
4.13%
4.12%
31.38%
10.04%
4.47%
4.13%
4.12%
Going Concern
The Directors consider, as at the date of approving the financial statements, that there is reasonable
expectation that the Company has adequate financial resources to continue to operate, and to meet its
liabilities as they fall due for payment, for at least twelve months following the approval of the financial
statements.
Following the declaration by the World Health Organisation of Covid-19 as a global pandemic, governments
in the UK and elsewhere have taken drastic and unprecedented lockdown and other measures which include
compulsory business closures and tight restrictions on movement of people and on their activities. This event
has the potential to impact the Company and its business and is considered further in the Strategic Report on
pages 14-17 which is expressly incorporated by reference into this report.
– 12 –
12
WYNNSTAY PROPERTIES PLC
REPORT OF THE DIRECTORS 2020 (continued)
The Company has performed a series of financial stress tests, described in Note 1.1 to the Financial Statements
on page 34 which is expressly incorporated by reference into this report, to ensure that the Company has
sufficient cash resources and bank facilities and sufficient covenant margin to manage the potential financial
impact of the Covid-19 pandemic on its business under going concern principles.
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.
Auditor
BDO LLP has indicated its willingness to continue in office and a resolution will be proposed at the Annual
General Meeting to reappoint BDO LLP as auditor for the next financial year.
Annual General Meeting
The Notice of the Annual General Meeting, to be held on 15 September 2020, is set out on page 50.
By Order of the Board
Susan Wallace
Secretary
30 July 2020
12
– 13 –
WYNNSTAY PROPERTIES PLC
STRATEGIC REPORT 2020
The Directors present their Strategic Report for the year ended 25 March 2020.
Following the adoption by the Company of the Quoted Company Alliance Corporate Governance Code (the
Code) certain matters required by the Code to be included in the Annual Report are now addressed in this
report, the Directors’ Report or the Corporate Governance Report with cross-references provided where
appropriate. The three reports should be read together with the Chairman’s Statement and the additional
information required by the Code published on the Company’s website.
Business, Business Model, Strategy and Future Development
Wynnstay is a long-established, successful property investment company focusing on acquiring, managing
and developing commercial property primarily, but not exclusively, in the south and south-east of England.
Through careful property selection, active direct property management and promoting constructive business
relationships with tenants, Wynnstay continues to grow and develop a diversified property portfolio.
Wynnstay’s strategy is to secure growth in net rental income and net asset value to provide shareholders with
long-term value, including a progressive dividend policy consistent with an appropriate level of dividend
cover.
Key challenges in the execution of this strategy are identifying and securing changes to the portfolio, whether
by acquisition or disposal, and managing the risks of the commercial property market.
A review of the Company’s business, its development and performance for the year, its position at the end
of the year and its future prospects is included in the Chairman’s Statement on pages 4 to 9. The financial
statements and notes are set out on pages 28 to 49.
Financial Objectives and Performance Indicators
The key financial objectives for the Company are to grow the rental income and the capital value of the
property portfolio and thus the net asset value per share. The pursuit of these objectives has delivered the
following results:
• Increase in rental income: 2.5% (2019: increase of 1.6%).
• Decrease in net asset value per share: 1.9% (2019: increase of 7.0%).
The Directors consider the increase in rental income to be a good outcome. The decrease in net asset value
largely results from the fair value adjustment required following the revaluation of the investment portfolio as
at 25 March 2020 and reflects the material uncertainty arising from the Covid-19 pandemic.
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.
Risks, Uncertainties and Effective Risk Management
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 and monitoring the income exposure to any tenant contributing more
than 2% of total rental income on a monthly basis.
Other risk factors include changes in legislation in respect of taxation and the obtaining of planning consents,
as well as those associated with financing and treasury management including interest rate risk. The
Company’s financial risk management policies can be found at Note 18 of the financial statements.
– 14 –
WYNNSTAY PROPERTIES PLC
STRATEGIC REPORT 2020 (continued)
In common with all other business activities, the Company is exposed to many of the usual risks and
uncertainties arising from commercial, economic and political circumstances and events as well as to
unpredictable external shocks, such as the Covid-19 pandemic.
Following the declaration by the World Health Organisation of Covid-19 as a global pandemic, governments
in the UK and elsewhere have taken drastic and unprecedented lockdown and other measures which include
compulsory business closures and tight restrictions on movement of people and on their activities.
It is considered to be too early to assess the impact of the Covid-19 pandemic and the UK Government’s
lockdown and other measures on the Company and its business. This will depend on a number of factors
including, but not limited to, the length of the lockdown, whether there are any further “waves” resulting in
new measures, the phasing of the relaxation of the measures, the successes of the UK Government’s reliefs
and schemes to support business and the overall impact on the UK economy and the shape and speed of the
recovery.
However, the Directors draw attention to the fact that uncertainty arising from the Covid-19 pandemic
has resulted in the revaluation of the portfolio as at 25 March 2020 being subject to a “material valuation
uncertainty” declaration. This declaration is contained in Note 9 to the financial statements on page 39, which
is expressly incorporated by reference into this report. The potential impact of the Covid-19 pandemic has also
caused the Directors to consider whether, as at the date of their approval, the adoption of the going concern
basis is appropriate for the financial statements for the year ended 25 March 2020. The Directors consider
that the adoption of the going concern basis is reasonable and appropriate for the reasons set out in Note 1.1
Basis of Preparation – Going Concern in the notes to the financial statements on page 34, which is expressly
incorporated by reference into this report.
The main risks the Board have identified together with actions that it has already taken and continues to take
to ensure the Company manages these risks and emerges from the crisis in a position of continued financial
strength, are summarised below:
• Potential income reduction and bad debts as tenants have difficulty in maintaining rent payments and
potential voids within the portfolio arising from tenant failures, resulting in additional costs;
•
Impact on the economy and market sentiment generally adversely affecting the commercial property
market and commercial property values;
• Disruption to the businesses of letting agents, property professionals and the general services on which the
business relies;
• Disruption to the supply chain for raw materials and construction products and restrictions on the labour
market and level of activity on site on any developments it may undertake;
• Staff operating from home or otherwise unable to work or absent from work, and reliance on remote
working both within the business and with our tenants, agents and suppliers.
The Company carefully vets prospective new tenants from a credit risk perspective. Bad debts are mitigated
by close engagement with businesses within a diversified mix of tenants across the portfolio. In addition,
where possible, those tenants with viable businesses are actively assisted and supported, especially small and
medium sized businesses that are encountering cash flow difficulties arising from the pandemic.
– 15 –
WYNNSTAY PROPERTIES PLC
STRATEGIC REPORT 2020 (continued)
The Board monitors carefully its adjusted rental income receipts, taking account of any concessionary
arrangements agreed with tenants. It has received all of the rental income due for the first quarter of the
current financial year commencing 26 March 2020 and over 70% of the rental income due for the second
quarter commencing 25 June 2020. For the second quarter, this includes all of the rental income due to date
comprising both quarterly rents paid in advance and those rents now being paid monthly. The Board will
continue this careful monitoring and to take any actions that may be required to support tenants as well as to
protect and recover income due. The Board has also intensified the regular detailed review of the portfolio,
including feedback from engagement with tenants, in order to assess the risk of tenant failures.
The Board uses an array of professional services, and to date all these have been effectively working remotely
under lockdown. It has not experienced any difficulties in service provision to date.
The Company has planning permission for developments at Petersfield and Liphook. Decisions to proceed
with these developments have not yet been made. They will be assessed on various assumptions regarding
costs, timing, funding and operational risks. Any decision to proceed with one or both of them in the next
twelve months will be taken following review of revised cash flow forecasts and subject to any necessary
additional external funding being in place.
Directors’ duty to promote the success of the Company under Section 172 Companies Act 2006
This is a new reporting requirement for public companies for accounting periods commencing after 1 January
2019. After that date, a Strategic Report is required to include a statement that describes how the directors
have had regard to the matters set out in section 172(1) (a) to (f) of the Companies Act 2006 when performing
their duty under section 172. Some of the matters identified in Section 172(1) are already covered by similar
provisions in the QCA Corporate Governance Code and have thus been previously reported by the Company
in the Corporate Governance Statement, the Corporate Governance Report and the QCA Statement of
Compliance on our website. In order to avoid unnecessary duplication, the relevant parts of those documents
are identified below and are to be treated as expressly incorporated by reference into this Strategic Report.
Under section 172 (1) of the Companies Act 2006, each individual Director must act in the way he considers,
in good faith, would be the most likely to promote the success of the company for benefit of its members as a
whole, and in doing so have regard (among other matters) to six matters detailed in the section.
In discharging their duties, the Directors seek to promote the success of Wynnstay for the benefit of members
as a whole and we have regard to all the matters set out in Section 172(1), where applicable and relevant to
the business, taking account of its size and structure and the nature and scale of its activities in the commercial
property market. The following paragraphs address each of the six matters in Section 172(1) (a) to (f).
(a) The likely consequences of any decision in the long term: The commercial property market is cyclical by
nature. Investing in commercial property is a long-term business. The decisions that we take must have regard
to long term consequences in terms of success or failure and managing risks and uncertainties. We cannot
expect that every decision we take will prove, with the benefit of hindsight, to be the best one: external factors
may affect the market and thus change conditions in the future, after a decision has been taken. However,
we consider that our record of decisions on acquisitions, disposals and active management of the portfolio is
very strong. This is reflected in the long term performance of Wynnstay over the years in terms of increases in
rental income, net asset value and dividends paid to shareholders. In the past year, the decisions to dispose of
two properties and acquire one property were taken with a view to improving the overall quality and long term
performance of the portfolio and thus the success of Wynnstay for the benefit of its shareholders.
– 16 –
– 17 –
WYNNSTAY PROPERTIES PLC
STRATEGIC REPORT 2020 (continued)
(b) The interests of the company’s employees: We have only one full time employee, who is the Managing
Director. He sits on the Board with the Non-Executive Directors. There are no other employees.
(c) The need to foster the company’s business relationships with suppliers, customers and others: We have
regularly reported in our annual reports on the constructive relationships that Wynnstay seeks to build with
its tenants and the mutual benefits that this brings to both parties; and we have extended this reporting over
the past two years following Principle 3 of the QCA Code to include suppliers and others. This is therefore
addressed under Principle 3 in the QCA Compliance Statement. In the past year, it has been vital to foster our
business relationships with tenants given external factors affecting business and the economy such as such as
political uncertainty, the general election and latterly the Covid-19 pandemic.
(d) The impact of the company’s operations on the community and the environment: This is also addressed
under Principle 3 of the QCA Code in the QCA Compliance Statement. Due to its size and structure and the
nature and scale of its activities, the Board considers that the impact of Wynnstay’s operations as a landlord on
the community and the environment is low. Wynnstay’s assets are used by its tenants for their own operations
rather than by Wynnstay itself. In the past year, Wynnstay has not been made aware of any tenant operations
that have had a significant impact on the community or the environment. In relation to planned developments,
Wynnstay seeks to ensure that designs and construction comply with all relevant environmental standards and
with local planning requirements and building regulations so as not to adversely affect the community or the
environment.
(e) The desirability of the company maintaining a reputation for high standards of business conduct: This
is addressed under Principle 8 of the QCA Code in the Corporate Government Statement and in the QCA
Compliance Statement. The Board considers that maintaining Wynnstay’s reputation for high standards of
business conduct is not just desirable: it is a valuable asset in the competitive commercial property market.
(f) The need to act fairly as between members of the company: Wynnstay has only one class of shares. Thus
all shareholders have equal rights and, regardless of the size of their holding, every shareholder is, and always
has been, treated equally and fairly. Relations with shareholders are further addressed under Principles 2, 3
and 10 of the QCA Code in the Corporate Governance Report and the QCA Compliance Statement. We have
been reviewing how we communicate with shareholders and are in the process of encouraging shareholders to
adopt electronic communications and proxy voting in place of paper documents where this suits them as well
as to raise questions in writing if they are unable to attend annual general meetings.
This Strategic Report was approved by the Board and is signed on its behalf by:
Philip Collins
Director
30 July 2020
– 17 –
WYNNSTAY PROPERTIES PLC
CHAIRMAN’S CORPORATE GOVERNANCE STATEMENT
As Chairman, it is my responsibility, working with my fellow Board colleagues, to ensure that good corporate
governance arrangements and standards apply within the Company. Our corporate governance structure
has evolved over many years since we became one of the first companies admitted to AIM in 1995 and for
some time now our Annual Report has described our structure. We have adopted and adapted practices and
procedures to promote good governance that are considered appropriate for a company of Wynnstay’s size and
structure and the nature and scale of its activities. We have strived, as the business has grown and changed, for
continual improvement making changes in recent years, for instance, in management information flows and risk
management reviews.
In September 2018, the Company adopted the Quoted Companies Alliance (QCA) Corporate Governance Code
(the Code). The Code is constructed around ten broad principles which are set out in the Corporate Governance
Report on pages 19-23.
We prepared and placed our first Statement of Compliance on our website in September 2018 and the statement
was reviewed and updated in June and November 2019. This is our second Annual Report required to contain a
Corporate Governance Statement and a Corporate Governance Report. Our Statement of Compliance has been
reviewed and updated concurrently with the preparation of this Annual Report and will be placed on the website
together with the index to signpost the location of disclosures required by the Code.
At Wynnstay, we apply the principles of the QCA Code to the extent reasonable and practicable for a company
of our size and structure and the nature and scale of our activities, recognising the flexibility that lies within
the Code so that it is neither a bureaucratic, box-ticking exercise nor results in unnecessary, inappropriate or
burdensome processes and procedures. So, for instance, we do not see the need, in a company of this size with
one full-time employee, the Managing Director, for separate remuneration and audit committees, where the
functions undertaken typically by those committees can be fully and properly carried out by the Non-Executive
Directors working formally as a group to consider remuneration and the audit plan, process and outcome. Nor
have we undertaken formal external Board and individual performance reviews, relying instead on less formal
methods of individual and group self-examination and self-assessment, which we consider can be suitably
effective, although we will keep this under review.
The Board acknowledges that a corporate culture based on sound ethical values and behaviours is an asset and
provides competitive advantages in the commercial property market where competition is intense and prospective
and existing tenants are seeking good quality premises that are suited to their needs from a considerate, reliable
landlord. Wynnstay aims to conduct its business with a high degree of professionalism, to operate within
appropriate professional standards and legal and regulatory requirements and to act with honesty and integrity in
a manner that gives confidence to those with whom it deals.
I consider that Wynnstay’s governance structures and processes are in line with its corporate culture, and are
appropriate to its size and structure, the nature and scale of its activities and its capacity, appetite and tolerance for
risk and thus I consider them to be “fit-for-purpose”. They have evolved over time in parallel with its objectives,
strategy and business model and are suitable for the Company’s growth plans in the short to medium term and I,
with my colleagues on the Board, continue to keep them under review and to make changes where required.
Philip Collins
Chairman
30 July 2020
– 18 –
– 19 –
WYNNSTAY PROPERTIES PLC
CORPORATE GOVERNANCE, REMUNERATION AND AUDIT REPORTS
Introduction
This report is presented by reference to each of the ten principles contained in the Quoted Companies Alliance
(QCA) Corporate Governance Code (the Code) under a concise heading for each principle. Where the QCA
recommends that a principle should be addressed in the Annual Report, we do so in this report, the Directors’
Report or the Strategic Report with cross-references provided where appropriate. The three reports should be
read together with the Chairman’s Statement and the additional information required by the Code published
on the Company’s website, including the Statement of Compliance. Where the Code recommends that a
principle should be addressed on the Company’s website, this report refers to the principle only and signposts
to the website, including to the Statement of Compliance. The index required by the Code to signpost where the
disclosures required by the Code are located forms part of the Statement of Compliance. For reasons explained
below this report covers audit and remuneration matters as well as corporate governance.
Principle 1: Establish a strategy and business model which promote long-term value for shareholders
A description of the application of Principle 1 is recommended by the Code to be included in the annual report
and by company law is required to be included in the Strategic Report. We therefore deal with Principle 1 in that
report: see page 14.
Principle 2: Seek to understand and meet shareholder needs and expectations
A description of the application of Principle 2 is recommended by the Code to be included on a company’s
website. We therefore deal with Principle 2 in the Statement of Compliance on the Company’s website.
Principle 3: Take into account wider stakeholder and social responsibilities and implications for long-
term success
A description of the application of Principle 3 is recommended by the Code to be included on the Company’s
website. We therefore deal with Principle 3 in the Statement of Compliance on the Company’s website.
Principle 4: Embed effective risk management, considering both opportunities and threats, throughout
the organisation
A description of the application of Principle 4 is recommended by the Code to be included in the annual
report. Under company law, the Directors’ Report must include a description of financial risk management
objectives and policies and information on exposure to price risk, credit risk, liquidity risk and cash flow risk
and the Strategic Report must include a description of the principal risks and uncertainties facing a company. We
therefore deal with Principle 4 in these reports: see pages 10 to 17.
Principle 5: Maintain the board as a well-functioning, balanced team, led by the Chair
A description of the application of Principle 5 is recommended by the Code to be included in the annual report.
The information given below should be read together with the additional information required by the Code to be
given under Principles 6, 7, 8 and 9 provided in this report, elsewhere in this Annual Report and in the Statement
of Compliance on the Company’s website, as recommended by the Code.
The Code requires the identification of those directors who are considered to be independent and a description
of the time commitment required from directors including the number of meetings of the Board, and of any
committees, during the year, together with the attendance record of each Director.
The Board comprises one executive, the Managing Director, and four Non-Executive Directors, including the
Chairman. The Board considers that all the Non-Executive Directors are independent. The biographies of the all
the Directors are given on page 53.
Philip Collins, the Non-Executive Chairman, has been a Director since 1988 and became Chairman in 1998. He
has become a significant shareholder, having decided to invest over this period, to demonstrate his confidence
– 19 –
WYNNSTAY PROPERTIES PLC
CORPORATE GOVERNANCE, REMUNERATION AND AUDIT REPORTS (continued)
in Wynnstay’s long-term prospects. He has always placed the interests of all shareholders, and Wynnstay’s long
term success, at the centre of his chairmanship, as evidenced by his actions and reports to shareholders. His
knowledge of the business and of shareholders, and his experience in both the private and public sectors, are all
valuable to the Board’s deliberations. There is no evidence that his tenure or his shareholding has had any adverse
impact on his independent judgement.
Charles Delevingne has served as a Non-Executive Director since June 2002. Notwithstanding the length of
his service, Mr Delevingne continues to demonstrate his commitment to fulfilling his role as a Non-Executive
Director, providing direction on business strategy and advice on business operations using his skills and
experience in commercial property. He is not involved in the daily management of the Company, nor in any
relationships or circumstances that might give rise to a conflict of interest or interfere with his exercise of
independent judgment. In addition, he continues to demonstrate the attributes of an independent non-executive
director and there is no evidence that his tenure has had any adverse impact on his independent judgment.
Paul Mather and Caroline Tolhurst were appointed to the Board in March 2017 and were deemed independent
on appointment and remain so. They are both Chartered Surveyors and have many years of experience in
commercial property and property investment management as well as, in the case of Caroline Tolhurst, in
corporate governance through her qualification and experience as a Company Secretary.
The Non-Executive Directors are expected to devote such time as is necessary for the proper performance of
their duties. Overall the Non-Executive Directors, other than the Chairman, are expected to spend a minimum
of 10 working days a year on the Company’s business. In practice, after taking account of 8-9 Board meeting a
year, preparation time, site visits and other requirements, 12-15 days per annum would be typical. The Chairman
typically spends the equivalent of 25-30 working days per annum on the Company’s business. The following
table shows directors’ attendance at scheduled Board meetings in the past financial year ended 25 March 2020.
Director
Philip Collins
Paul Williams
Toby Parker
(Resigned 30 October 2019)
Charles Delevingne
Paul Mather
Caroline Tolhurst
Board meetings
7/7
7/7
4/4
7/7
7/7
7/7
In view of the Company’s size and nature, the Board does not consider that the establishment of Board
committees, such as a Remuneration Committee, a Nomination Committee or an Audit Committee, is
appropriate. Reports of the Non-Executive Directors consideration of Remuneration and Audit matters are
covered under Principle 10 below, as recommended by the Code.
In relation to nominations, these are managed by the Non-Executive Directors, or delegated to an ad hoc
committee of them, who report with recommendations to the Board. The approach to succession planning and
appointments is addressed, as recommended by the Code, under Principle 7 in the Statement of Compliance on
the Company’s website.
– 20 –
– 21 –
WYNNSTAY PROPERTIES PLC
CORPORATE GOVERNANCE, REMUNERATION AND AUDIT REPORTS (continued)
Principle 6: Ensure that between them directors have the necessary up-to-date experience, skills and
capabilities
The application of Principle 6 is recommended by the Code to be included in the annual report and is therefore
included in this report, as well as elsewhere in this Annual Report, which should be read together with the
information provided under Principles 5, 7, 8 and 9 in this report and on the Company’s website.
The Code requires disclosure of the identity of each Director; the relevant experience, skills, personal qualities
that each brings to the Board; how the Board as a whole contains the necessary mix of experience, skills and
qualities (including gender balance) and capabilities to deliver the strategy over the medium to long-term; how
each director keeps his/her skill-set up-to-date; where external advisers have been engaged, their role and where
external advice on significant matters has been obtained; and any internal advisory roles.
The names of the Directors and their experience, skills and capabilities is set out on the Company’s website
and on page 53. Reference is also made to the information on each of the Non-Executive Directors given under
Principle 5 above.
The Managing Director, Paul Williams, has many years of practical experience in property investment and
management. The Board has engaged experienced professionals to manage accounting, financial and company
secretarial matters.
Alan Palmer, the Director of Finance, although not a Board Director, attends all Board meetings and advises the
Board on accounting and financial matters. He has extensive experience of the commercial property sector, with
former senior roles in finance, treasury and corporate finance in quoted property companies. His services are
provided through The FD Centre Limited, a specialist provider of part-time Finance Director services to small
and medium sized enterprises.
Susan Wallace FCIS, Company Secretary, is a Chartered Secretary and a founding partner of Bruce Wallace
Associates Limited, a specialist provider of company secretarial and compliance services to SME businesses and
quoted companies. In her role, she is supported by other professionals in her company.
The Board considers that the experience and knowledge of each of the Directors and the experienced
professionals is appropriate for the Company’s current operations and strategy and gives them the ability to
constructively challenge strategy, scrutinise performance and assess risk and to deliver the Company’s strategy
over the medium to long term.
Directors keep their skill sets up-to-date with a combination of attendance at industry events, individual reading
and study and experience gained from other board roles. The Company Secretary is responsible for ensuring the
Board is aware of any applicable regulatory changes and updates the Board as and when relevant. Directors are
able to take independent professional advice in the furtherance of their duties, if necessary, at the Company’s
expense.
The Company calls on the services of specialist external advisers in the usual way for its day-to-day business
needs.
The Chairman, Senior Independent Director, Company Secretary and Director of Finance, working in their
respective roles and together, advise and support the Board as a whole, drawing on specialist external advisers
where necessary.
– 21 –
WYNNSTAY PROPERTIES PLC
CORPORATE GOVERNANCE, REMUNERATION AND AUDIT REPORTS (continued)
Principle 7: Evaluating board performance based on clear and relevant objectives, seeking continuous
improvement
The application of Principle 7 is recommended by the Code to be included in part in the annual report and in part
on a company’s website. The Company considers that it is convenient to deal with most of these matters in one
place in this report.
After the end of each financial year, the Chairman usually holds a meeting with the Non-Executive Directors
individually and as a group without the Managing Director. The Non-Executive Directors also meet annually
without the Chairman to appraise the Chairman’s performance. These meetings are intended to provide an
opportunity for open dialogue on individual and collective performance and on any necessary changes required.
Given the size and nature of the Company’s business, the Board currently does not consider it would be an
appropriate use of cash resources to engage an external firm to undertake a formal evaluation. The Board
considers regularly whether to develop further the internal self-evaluation and assessment of its performance.
The approach to succession planning and appointments is addressed, as recommended by the Code, under
Principle 7 in the Statement of Compliance on the Company’s website.
Principle 8: Promote a corporate culture based on ethical values and behaviours
The application of Principle 8 is recommended by the Code to be addressed in the Chairman’s Corporate
Governance Statement: see page 18. Ensuring the means to determine that values and behaviours are recognised
and respected is addressed, as recommended by the Code, under Principle 8 in the Statement of Compliance on
the Company’s website.
Principle 9: Maintain governance structures and processes that are fit-for-purpose, and support good
decision making
A high-level explanation of the application of Principle 9 is recommended by the Code to be provided in the
Chairman’s Corporate Governance Statement: see page 18.
The Code recommends that supplementary detail required by the Code (role and responsibilities of Directors, role
of committees, matters reserved for the Board and plans for evolution of the governance framework) is addressed
on the website and it is so addressed under Principle 9 in the Statement of Compliance on the Company’s
website.
Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue
with shareholders and other relevant stakeholders
The application of Principle 10 of the Code is recommended by the Code to be included in part in the annual
report and in part on the website. The Company follows these recommendations and addresses the work of
committees, including in relation to audit and remuneration and the identification and reasons for any non-
publication of disclosures under the principles set out in the Code in this report.
The other matters, being the outcome of all general meeting votes and intended actions on and reasons for
significant votes cast against resolutions, will be stated on the Company’s website, including under Principle
10 of the Statement of Compliance; and historical annual reports, notices and general meetings and other
governance-related material are included on the Company’s website.
Communication and dialogue with shareholders and other relevant stakeholders has already been addressed
above in this report. The performance of the business during the last financial year is reviewed in detail in the
Chairman’s Statement, the Directors’ Report and the Strategic Report and elsewhere in the Annual Report.
The Board considers that the existing communication and reporting structures allow open dialogue between
shareholders and the Board and provide shareholders with a good understanding of the business.
– 22 –
– 23 –
WYNNSTAY PROPERTIES PLC
CORPORATE GOVERNANCE, REMUNERATION AND AUDIT REPORTS (continued)
The Code recommends the annual report to describe the work of committees and recommends inclusion in the
annual report. As already mentioned above, the Board does not have formally constituted committees, with the
Non-Executive Directors acting as a group in relation to audit and remuneration.
The following paragraphs report on the work of the Non-Executive Directors in relation to audit and
remuneration matters in the year.
Audit Report
The Senior Independent Director and the Director Finance met and discussed the audit with the external auditor
before the year-end and a draft Audit Planning Report prepared by the auditors was reviewed subsequently by the
Board. At the completion of the audit, the auditor presented its Audit Completion Report to the Non-Executive
Directors before the Financial Statements were presented for Board approval.
The discussions enabled the auditor to explain the proposed work and its outcome and the Non-Executive
Directors to raise any issues. It is considered that the process worked well and the audit did not raise any material
issues therefore the auditors were able to issue their audit report in the usual form.
Remuneration Report
The Directors currently determine remuneration, with the Non-Executive Directors determining the remuneration
of the Executive Director and the Non-Executive Directors (other than the Chairman) determining the
Chairman’s remuneration. Directors’ fees are determined by the whole Board. Details of the Directors’
remuneration are set out in the Directors’ Report on page 12.
It is the Company’s policy that the remuneration of Directors should be commensurate with the services provided
by them to the Company and should take account of published data on reasonable market comparables, where
available.
The Non-Executive Directors meet after the end of the financial year to review the performance of the Managing
Director and determine the level of his remuneration and any bonus. Remuneration is determined by reference
to a mixture of publicly available remuneration studies relating to the relevant specialism and role, other AIM
companies and a few private property companies. Levels of bonus are determined by reference to the assessment
of performance against objectives for the business. This process is necessarily subjective, but is considered to
deliver a reasonable result for the individual, the Company and its shareholders. For the year ended 25 March
2020, it was agreed that the Managing Director’s remuneration should be increased and bonus objectives were
agreed. Details of the remuneration are disclosed in the Directors’ Report. Following the end of the year after
discussion with the Managing Director, it was agreed that, particularly in the light of the circumstances arising
from the Covid-19 pandemic, there would be no increase in remuneration for the current year and that no bonus
payment was payable for the year ended March 2020.
Directors’ fees are determined primarily by reference to the fees payable in other AIM quoted companies, with
the level being set towards the lower end of the range. The Chairman’s remuneration is set having regard to the
commitment required to carry out the function and its responsibilities and having regard to the level of Directors’
fees and, to some extent, comparables among other AIM companies. For the year ended 25 March 2020,
Directors’ fees were increased as disclosed in the Directors’ Report. In the light of the circumstances arising
from the Covid-19 pandemic, it was agreed that there should be no increase in Directors’ fees or Chairman’s
remuneration for the current year.
This Report was approved by the Board and is signed on its behalf by:
Philip Collins
Director
30 July 2020
– 23 –
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF WYNNSTAY PROPERTIES PLC
Opinion
We have audited the financial statements of Wynnstay Properties PLC (the “Company”) for the year ended 25
March 2020 which comprise the Statement of Comprehensive Income, the Statement of Financial Position,
the Statement of Cash Flows, the Statement of Changes in Equity and the notes to the financial statements,
including a summary of significant accounting policies. The financial reporting framework that has been
applied in the preparation of the financial statements is applicable law and International Financial Reporting
Standards (IFRSs) as adopted by the European Union.
In our opinion the financial statements:
• give a true and fair view of the state of the Company’s affairs as at 25 March 2020 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.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities
for the audit of the financial statements section of our report. We are independent of the Company in
accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK,
including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to
report to you where:
•
•
the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is
not appropriate, or
the Directors have not disclosed in the financial statements any identified material uncertainties that
may cast significant doubt about the Company’s ability to continue to adopt the going concern basis of
accounting for a period of at least twelve months from the date when the financial statements are authorised
for issue.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the
overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.
This matter was addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on this matter.
– 24 –
– 25 –
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF WYNNSTAY PROPERTIES PLC
Key audit matter
How we addressed the key audit matter in the audit
Valuation of investment properties
In this area our audit procedures included:
The Company holds investment properties
which comprise properties owned by the
Company held for rental income. Investment
properties are valued by independent external
valuers whose details are disclosed in Note
9. The valuation of investment properties
requires significant judgement in determining
the appropriate inputs to be used in the model
and there is therefore a risk that the properties
are incorrectly valued. The accounting policies
relating to investment properties are disclosed
in Note 1.2.
• We compared the key valuation assumptions, which
we consider relate to the market yields appropriate
to the sector and location of the properties, against
our independently formed market expectations.
Variances were evaluated through challenge of the
valuers and accumulated to determine whether they
supported the overall valuation.
• We tested the accuracy of key observable valuation
inputs, primarily passing rental income and lease
terms, to the information provide to the valuers for
use in their valuation.
• We met with the external valuer to discuss and
challenge the valuation methodology and key
assumptions, and to determine whether there were
any indicators of undue management influence on
the valuations.
• We assessed the competency, qualifications,
independence and objectivity of the external
valuers engaged by the company and reviewed the
instructions provided to the valuer for completeness,
unusual arrangements and to check that there was no
evidence of management bias.
Key observations:
We did not identify any indicators to suggest that the
valuation of the Company’s investment properties was
materially misstated.
Our application of materiality
We set certain thresholds for materiality. These help us to determine the nature, timing and extent of our audit
procedures and to evaluate the effect of misstatements, both individually and on the financial statements as
a whole. We consider materiality to be the magnitude by which misstatements, including omissions, could
influence the economic decisions of reasonable users that are taken on the basis of the financial statements.
Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take
into account of the nature of identified misstatements, and the particular circumstances of their occurrence,
when evaluating their effect on the financial statements as a whole.
We determined the materiality for the financial statements as a whole to be £358,000 (2019 - £362,000),
calculated with reference to a benchmark of the Company’s gross assets, which is a typical primary measure
for users of the financial statements of investment property companies, of which it represents 1%.
Performance materiality is the application of materiality at the individual account or balance level set at an
amount to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality for the financial statements as a whole. The Company’s performance
materiality was set at £268,500 (2019 - £271,000) which represents 75% of the above materiality levels.
– 25 –
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF WYNNSTAY PROPERTIES PLC
We also determined that for items within pre-tax profit, a misstatement of less than materiality for the financial
statements as a whole, specific materiality, could influence the economic decisions of users. As a result, we
determined materiality for these items at £86,000 based on 5% of profit before tax adjusted by averaging three
years results (2019 – £44,000 being 2% of profit before tax for the year).
We agreed with the Non-Executive Directors that we would report to them all individual audit differences in
excess of £17,900 (2019 - £18,000) being 5% of the materiality for the financial statements as a whole. We
also agreed to report differences below these thresholds that, in our view, warranted reporting on qualitative
grounds.
An overview of the scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement
in the financial statements. In particular, we looked at where the Directors made subjective judgements, for
example in respect of the valuation of investment properties which have a high level of estimation uncertainty
involved.
We considered the risk of the financial statements being misstated or not prepared in accordance with the
underlying legislation or financial reporting standards. We then directed our work toward areas of the financial
statements which we assessed as having the highest risk of containing material misstatements.
Other information
The Directors are responsible for the other information. The other information comprises the information
included in the annual report and financial statements, other than the financial statements and our auditor’s
report thereon. Our opinion on the financial statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial statements
or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are required to determine whether there is a
material misstatement in the financial statements or a material misstatement of the other information. If, based
on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
•
•
the information given in the Strategic Report and the Directors’ Report for the financial year for which the
financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of
the audit, we have not identified material misstatements in the Strategic Report or the Directors’ Report.
– 26 –
– 27 –
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF WYNNSTAY PROPERTIES PLC
We have nothing to report in respect of the following matters in relation to which 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.
Responsibilities of Directors
As explained more fully in the Statement of Directors’ Responsibilities in the Directors’ Report, the Directors
are responsible for the preparation of the financial statements and for being satisfied that they give a true and
fair view, and for such internal control as the Directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Directors either intend to liquidate the company or to cease operations,
or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
Use of our report
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.
Paul Fenner (Senior Statutory Auditor)
for and on behalf of BDO LLP
Statutory Auditor
55 Baker Street
London WC1U 7EU
30 July 2020
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
– 27 –
STATEMENT OF COMPREHENSIVE INCOME FOR YEAR ENDED 25 MARCH 2020
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.
2020
£’000
2,271
(116)
(572)
1,583
(1,318)
421
686
2
(430)
258
(135)
123
2019
£’000
2,216
(81)
(544)
1,591
771
280
2,642
3
(399)
2,246
(318)
1,928
4.5p
71.1p
– 28 –
WYNNSTAY PROPERTIES PLC
STATEMENT OF FINANCIAL POSITION 25 MARCH 2020
2020
£’000
34,260
3
34,263
244
1,289
1,533
–
1,533
(1,263)
(241)
(1,504)
29
34,292
(12,500)
(314)
(12,814)
21,478
789
205
1,135
(1,570)
20,919
21,478
2019
£’000
33,695
3
33,698
157
959
1,116
1,400
2,516
(1,178)
(232)
(1,410)
1,106
34,804
(12,500)
(421)
(12,921)
21,883
789
205
1,135
(1,570)
21,324
21,883
Notes
9
11
13
9
14
15
16
17
Non Current Assets
Investment Properties
Investments
Current Assets
Accounts Receivable
Cash and Cash Equivalents
Non-current assets held for Sale
Current Liabilities
Accounts Payable
Income Taxes Payable
Net Current Assets
Total Assets Less Current Liabilities
Non-Current Liabilities
Bank Loans Payable
Deferred Tax Payable
Net Assets
Capital and Reserves
Share Capital
Capital Redemption Reserve
Share Premium Account
Treasury Shares
Retained Earnings
Approved by the Board and authorised for issue on 30 July 2020
Philip Collins
Director
Paul Williams
Director
Registered number: 00022473
– 29 –
WYNNSTAY PROPERTIES PLC
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 25 MARCH 2020
2020
£’000
258
1,318
(2)
430
(421)
(88)
71
1,566
(241)
(430)
895
2
(2,014)
1,975
(37)
(528)
–
–
(528)
330
959
1,289
2019
£’000
2,246
(771)
(3)
399
(280)
651
102
2,344
(222)
(399)
1,723
3
(4,924)
950
(3,971)
(488)
3,260
(1,000)
1,772
(476)
1,435
959
Cashflow from operating activities
Income before taxation
Adjusted for:
(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
Cash generated from operations
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
Drawdown on bank loans
Repayment of bank loans
Net cash from financing activities
Increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
– 30 –
WYNNSTAY PROPERTIES PLC
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 25 MARCH 2020
YEAR ENDED 25 MARCH 2020
Share
Capital
£ 000
Capital
Redemption
Reserve
Share
Premium
Account
Treasury
Shares
Retained
Earnings
£ 000
£ 000
£ 000
£ 000
Total
£ 000
Balance at 26th March 2019
Total comprehensive
income for the year
Dividends – note 7
Balance at 25 March 2020
789
–
–
789
205
1,135
(1,570)
21,324
21,883
–
–
–
–
–
–
123
(528)
123
(528)
205
1,135
(1,570)
20,919
21,478
YEAR ENDED 25 MARCH 2019
Share
Capital
£ 000
Capital
Redemption
Reserve
Share
Premium
Account
Treasury
Shares
Retained
Earnings
£ 000
£ 000
£ 000
£ 000
Total
£ 000
Balance at 26th March 2018
789
205
1,135
(1,570)
19,884
20,443
Total comprehensive
income for the year
Dividends – note 7
–
–
–
–
–
–
–
–
1,928
(488)
1,928
(488)
Balance at 25 March 2019
789
205
1,135
(1,570)
21,324
21,883
FUNDS AVAILABLE FOR DISTRIBUTION
Retained earnings
Less: Cumulative unrealised fair value movement
Adjustment of Property Investments
Treasury Shares
Distributable reserves
2020
£ 000
20,919
(7,797)
2019
£ 000
21,324
(7,606)
(1,570)
(1,570)
11,552
12,148
– 31 –
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 25 MARCH 2020
WYNNSTAY PROPERTIES PLC
Explanation of Capital and Reserves:
• Share Capital: This represents the subscription, at par value, of the Ordinary Shares of the Company.
• Capital Redemption Reserve: This represents money that the Company must retain when it has bought
back shares, and which it cannot pay to shareholders as dividends: It is a non-distributable reserve and
represents paid up share capital.
• Share Premium Account: This represents the subscription monies paid for Ordinary Shares of the
Company in excess of their par value.
• Treasury Shares: This represents the total consideration and costs paid by the Company in March 2010
when purchasing the 443,650 shares as referred to in Note 17.
• Retained Earnings: This represents the profits after tax that can be used to pay dividends. However,
dividends can only be paid from Distributable Reserves as detailed in the preceding table.
– 32 –
– 33 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25 MARCH 2020
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 and rounded to the nearest thousand. 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 Operating Income.
(a) New Interpretations and Revised Standards Effective for the year ended 25 March 2020
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 and adopted by the EU that are relevant to the
operations and effective for accounting periods beginning on or after 26th March 2019. The adoption
of these interpretations and revised standards had the following impact on the disclosures and
presentation of the financial statements:
IFRS 16 – Leases
The standard makes substantial changes to the recognition and measurement of leases by lessees.
On adoption of the standard, lessees, with certain exceptions for short term or low value leases, are
required to recognise all leased assets on their Statement of Financial Position as ‘right-of-use assets’
with a corresponding lease liability.
The requirements for lessors are substantially unchanged although the disclosures are also likely to
increase.
An impact assessment of the standard was carried out and, as a lessee, the Company only has one
service agreement with a serviced office provider expiring on 31 May 2022. The IFRS 16 effect of this
agreement should the rent portion have been adjusted for in the Statement of Financial Position would
have been to increase both the assets and liabilities of the Company by £15,177.
(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 the below revisions to existing standards or new
interpretations or new standards with an effective date of implementation after the period of these
financial statements.
The following new standards, amendments or interpretations applicable in future periods have not been
early adopted as they are not expected to have a significant impact on the financial statements of the
Company:
• Amendments to References to the Conceptual Framework in IFRS Standards (effective 1 January
2020)
• Amendments to IFRS 3 Business Combinations – Definition of a Business (effective 1 January
2020)
• Definition of Material – Amendments to IAS 1 and IAS 8 (effective 1 January 2020)
– 33 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25 MARCH 2020
WYNNSTAY PROPERTIES PLC
• Amendments to IFRS 9, IAS 39 and IFRS 7: Interest Rate Benchmark Reform (effective 1 January
2020)
• Amendments to IAS 1: Classification of Liabilities as Current or Non-current (effective 1 January
2022).
(c) Going concern
The financial statements have been prepared on a going concern basis. This requires the Directors to
consider, as at the date of approving the financial statements, that there is reasonable expectation that
the Company has adequate financial resources to continue to operate, and to meet its liabilities as they
fall due for payment, for at least twelve months following the approval of the financial statements.
The Company has performed a series of financial reasonable and appropriate tests to ensure that the
Company has sufficient cash resources and bank facilities and with sufficient covenant margin to
manage the potential financial impact of the Covid-19 pandemic on its business under going concern
principles. These tests included the following:
• Reviewing and establishing that cash balances and bank facilities are sufficient to cover at least
twelve months of operations, including financing costs and continuation of employment and
advisory costs as currently contracted without any reduction for cost saving initiatives;
• modelling of financial covenant ratios, including tests of a major hypothetical diminution in
property portfolio valuation and of interest cover ratios; and
• Reviewing a cash flow forecast scenario to test potential hypothetical falls in rental income,
including liquidity for the risks of vacant space when leases expire and properties are not re-let
during the forecast period and on various assumptions regarding the costs, timing, funding and
operational risks of any developments undertaken. Any decision to proceed with developments in
the next twelve months will be taken following review of revised cash flow forecasts and subject to
any necessary additional external funding being in place.
In the light of the results of the financial stress tests described above, the Directors consider that the
adoption of the going concern basis is reasonable and appropriate.
1.2 ACCOUNTING POLICIES
Investment Properties
All the Company’s investment properties are independently revalued annually and stated at fair value
at 25 March. The aggregate of any resulting increases or decreases are taken to operating income
within the Statement of Comprehensive Income. The basis of independent valuation is described in
Note 9.
Investment properties are recognised as acquisitions or disposals based on the date of contract
completion.
Assets held for sale
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 or fair value less cost to sell.
– 34 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25 MARCH 2020
WYNNSTAY PROPERTIES PLC
Depreciation
In accordance with IAS 40, freehold investment properties are included in the Statement of Financial
Position at fair value and are not depreciated.
The Company has no other plant and equipment.
Disposal of Investments
The gains and losses on the disposal of investment properties and other investments are included in
Operating Income in the year of disposal.
Property Income
Property income is recognised on a straight-line basis over the period of the lease and is measured at
the fair value of the consideration receivable. Lease deposits are held in separate designated deposit
accounts and are thus not treated as assets of the Company in the financial statements. 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 substantively
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 Income after Taxation, 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 expected credit losses. 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.
– 35 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25 MARCH 2020
WYNNSTAY PROPERTIES PLC
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 employee’s pension plan 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.
Dilapidations
Dilapidations payments received from tenants are held in provision until such time as they are
expended: see Notes 10 and 14.
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 which are revalued annually
by the Directors having taken advice from the Company’s independent external valuers, on the basis
described in Note 9, as well as the judgement taken by the Directors as to whether a property is being
held for sale.
The Directors have considered the impact of Brexit on the business and do not consider that this will
have a material effect in the short to medium term on the Company.
The Directors consider that it is too early to assess the impact of the Covid-19 pandemic and the
UK Government’s lockdown and other measures on the Company and its business. This will depend
on a number of factors including, but not limited to, the length of the lockdown, the phasing of the
relaxation of the measures, whether there are any further “waves” resulting in new measures, the
successes of the UK Government’s reliefs and schemes to support business and the overall impact on
the UK economy and the speed of the recovery.
The Covid-19 pandemic and the UK Government’s lockdown and other measures are considered in
the Strategic Report on pages 14 - 17 and have also been considered in relation to the adoption of the
going concern basis for these Financial Statements (see Note 1.1 above). Each of these passages is
expressly incorporated by reference into this note.
There are no other judgemental areas identified by management that could have a material effect on the
financial statements at the reporting date.
– 36 –
– 37 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25 MARCH 2020
WYNNSTAY PROPERTIES PLC
2. PROPERTY COSTS
Empty rates
Property management
Legal fees
Agents fees
3. ADMINISTRATIVE COSTS
Rents payable – operating lease rentals
General administration, including staff costs
Auditors’ remuneration: Audit fees
Tax services
4. STAFF COSTS
Staff costs, including Directors’ fees, during the year were as follows:
Wages and salaries
Social security costs
Other pension costs
2020
£’000
37
20
57
33
26
116
2020
£’000
28
504
36
4
572
2020
£’000
251
33
13
297
2019
£’000
4
44
48
27
6
81
2019
£’000
26
479
35
4
544
2019
£’000
274
28
13
315
Further details of Directors’ emoluments, totalling £264,192 (2019: £287,227), are shown in the Directors’
Report on page 12. There are no other key management personnel.
The average number of employees, including Non-Executive Directors,
engaged wholly in management and administration was:
The number of Directors for whom the Company paid pension benefits
during the year was
2020
No.
5
1
2019
No.
6
1
– 37 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25 MARCH 2020
WYNNSTAY PROPERTIES PLC
5. FINANCE COSTS (NET)
Interest payable and finance costs on bank loans
Less: Bank interest receivable
6. TAXATION
(a) Analysis of the tax charge for the year:
UK Corporation tax at 19% (2019: 19%)
Under provision 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 19% (2019 - 19%)
Expenses not deductible for tax purposes
Under provision in prior years
Deferred tax charge arising from tax rate change to 19% (2019: 17%)
Deferred tax adjustments relating to disposals
Total tax charge for the year
7. DIVIDENDS
Final dividend paid in year of 12.0 p per share
(2019: 11.0p per share)
Interim dividend paid in year of 7.5p per share
(2019: 7.0p per share)
2020
£’000
430
(2)
428
2020
£’000
231
10
241
(106)
135
258
49
13
10
49
14
135
2020
£’000
325
203
528
2019
£’000
399
(3)
396
2019
£’000
236
7
243
75
318
2,247
427
9
7
–
(125)
318
2019
£’000
298
190
488
On 11 June 2020 the Board resolved to pay a second interim dividend of 7.5p per share which will be
recorded in the Financial Statements for the year ending 25 March 2021.
– 38 –
Interest payable and finance costs on bank loans
Less: Bank interest receivable
6. TAXATION
(a) Analysis of the tax charge for the year:
UK Corporation tax at 19% (2019: 19%)
Under provision 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 19% (2019 - 19%)
Expenses not deductible for tax purposes
Under provision in prior years
Deferred tax charge arising from tax rate change to 19% (2019: 17%)
Deferred tax adjustments relating to disposals
Total tax charge for the year
7. DIVIDENDS
Final dividend paid in year of 12.0 p per share
(2019: 11.0p per share)
Interim dividend paid in year of 7.5p per share
(2019: 7.0p per share)
2020
£’000
430
(2)
428
2020
£’000
231
10
241
(106)
135
258
49
13
10
49
14
135
2020
£’000
325
203
528
2019
£’000
399
(3)
396
2019
£’000
236
7
243
75
318
2,247
427
9
7
–
(125)
318
2019
£’000
298
190
488
On 11 June 2020 the Board resolved to pay a second interim dividend of 7.5p per share which will be
recorded in the Financial Statements for the year ending 25 March 2021.
5. FINANCE COSTS (NET)
8. EARNINGS PER SHARE
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25 MARCH 2020
WYNNSTAY PROPERTIES PLC
Basic earnings per share are calculated by dividing Income after Taxation attributable to Ordinary
Shareholders of £123,000 (2019: £1,928,000) by the weighted average number of 2,711,617 (2019:
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
Properties
Balance at beginning of financial period
Additions
Disposals
Revaluation (Diminution) / Surplus
Assets held for Sale
Balance at end of financial period
2020
£’000
33,695
2,014
(131)
(1,318)
34,260
–
34,260
2019
£’000
30,070
4,924
(670)
771
35,095
(1,400)
33,695
Assets held for sale in 2019 represented a property on which negotiations were progressing in 2019 which
was sold in 2020.
The Company’s freehold properties were valued as at 25 March 2020 by BNP Paribas Real Estate, Chartered
Surveyors, acting in the capacity of external valuers. The valuations were undertaken in accordance with the
requirements of IFRS 13 and the RICS Valuation – Global Standards 2020.
The valuation of each property was on the basis of Fair Value. The valuers reported that the total aggregate
Fair Value of the properties held by the Company was £34,260,000.
The valuer’s opinions were primarily derived from comparable recent market transactions on arms-length
terms.
As a result of the Covid-19 pandemic, the revaluation contains a “material valuation uncertainty” declaration
in the following terms:
“The outbreak of the Novel Coronavirus (COVID-19), declared by the World Health Organisation as a
“Global Pandemic” on 11th March 2020, has impacted global financial markets. Travel restrictions have
been implemented by many countries. Market activity is being impacted in many sectors. As at the valuation
date, we consider that we can attach less weight to previous market evidence for comparison purposes,
to inform opinions of value. Indeed, the current response to COVID-19 means that we are faced with
an unprecedented set of circumstances on which to base a judgement. Our valuation(s) is/are therefore
reported on the basis of ‘material valuation uncertainty’ as per VPS 3 and VPGA 10 of the RICS Valuation –
Global Standards. Consequently, less certainty – and a higher degree of caution – should be attached to our
valuation than would normally be the case. Given the unknown future impact that COVID-19 might have on
the real estate market, we recommend that you keep the valuation of the Properties under frequent review.
– 39 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25 MARCH 2020
WYNNSTAY PROPERTIES PLC
For the avoidance of doubt, the inclusion of the “material valuation uncertainty” declaration above does not
mean that the valuation cannot be relied upon. Rather, the phrase is used in order to be clear and transparent
with all parties, in a professional manner that – in the current extraordinary circumstances - less certainty can be
attached to the valuation than would otherwise be the case.”
The valuers also state that the material uncertainty declaration is to serve as a precaution and does not invalidate
the valuation.
In the financial year ending 31 December 2019, the total fees earned by the valuer from Wynnstay Properties
PLC and connected parties were less than 5% of the valuer’s company turnover.
The valuation complies with International Financial Reporting Standards. The definition adopted by the
International Accounting Standards Board (IASB) in IFRS 13 is Fair Value, defined as: ‘The price that would
be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants
at the measurement date.’
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 equivalent yields which range from 5.25% to 8.64%,
with an average equivalent yield of 6.97% (2019: 6.38%) and an average weighted equivalent yield of 6.67%
(2019: 6.5%) 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% decrease in the weighted equivalent yield would result in a corresponding increase of £2.74 million in
the fair value movement through profit or loss. A 0.5% increase in the same yield would result in a corresponding
decrease of £2.47 million in the fair value movement through profit or loss.
The above calculations exclude the development land at Petersfield, which has been assessed on the residual
method.
– 40 –
– 41 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25 MARCH 2020
WYNNSTAY PROPERTIES PLC
10. OPERATING LEASES RECEIVABLE
The following are 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
2020
£’000
2,081
2,703
409
5,193
2019
£’000
2,080
4,102
181
6,362
Rental income under operating leases recognised through profit or loss amounted to £2,271,000 (2019:
£2,216,000).
Typically, the properties were let for a term of between 5 and 10 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 generally 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. The Company manages the services
provided for a management fee and the service charges are not recognised as income in the accounts of the
Company as any receipts are netted off against the associated expenditures with any residual balance being
shown as a liability.
If the tenant does not carry out its responsibility for repairs and the Company receives a dilapidations
payment, the resulting cash is held as a provision against the cost of repairs, which becomes the Company’s
responsibility. The provision for repairs is shown in Note 14.
11. INVESTMENTS
Quoted investments
12. SUBSIDIARY COMPANY
2020
£’000
3
2019
£’000
3
The Company owns 80% of the issued share capital of a dormant subsidiary, Scanreach Limited, which
the Directors consider immaterial to, and thus has not been consolidated into, the financial statements.
Scanreach Limited holds the legal title to an access road to an investment property, the use of which is
shared between the Company, its tenants at the property and neighbouring premises and has net assets of
£4,437 (2019: £4,437).
– 41 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25 MARCH 2020
WYNNSTAY PROPERTIES PLC
13. ACCOUNTS RECEIVABLE
Trade receivables
Other receivables
2020
£’000
225
20
245
2019
£’000
150
7
157
Trade receivables include an adjustment for credit losses of £nil (2019: nil). Trade receivables of £nil (2019:
nil) are considered past due, but not impaired.
14. ACCOUNTS PAYABLE
Trade payables
Other creditors
Provision for property repairs
Deferred income
Accruals
15. BANK LOANS PAYABLE
Non-current loan
2020
£’000
21
103
344
572
223
2019
£’000
38
148
249
582
161
1,263
1,178
2020
£’000
12,500
12,500
2019
£’000
12,500
12,500
In December 2016, a five-year facility comprising both a Fixed Rate Facility of £10 million and a Revolving
Credit Facility of £3.5 million was entered into providing a total committed credit facility of £13.5 million.
Interest on loan amounts drawn down of £10 million (2019: £10 million) for the Fixed Rate Facility was
charged at 3.35% per annum and on loan amounts drawn down of £2.5 million (2019: £2.5 million) for the
Revolving Credit Facility was charged at 2.49% over three-month LIBOR.
The loan is repayable in one instalment on 18 December 2021. The bank loan includes the following financial
covenants which were complied with during the year:
• 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.
The borrowing facility is secured by fixed charges over the freehold land and buildings owned by the
Company, which at the year-end had a combined value of £34,260,000 (2019: £35,095,000). The undrawn
element of the borrowing facility available at 25 March 2020 was £1,000,000 (2019: £1,000,000).
– 42 –
– 43 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25 MARCH 2020
WYNNSTAY PROPERTIES PLC
16. DEFERRED TAX
A deferred tax liability of £314,000 has been recognised in respect of the investment properties (2019: £420,000).
Deferred Tax brought forward
(Credit)/charge for the year
Deferred Tax carried forward
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
2020
£’000
420
(106)
314
2020
£’000
2019
£’000
345
75
420
2019
£’000
2,000
2,000
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. As a result, the total number of shares with voting rights is
2,711,617.
– 43 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25 MARCH 2020
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 25 March 2020 the Company’s financial instruments comprised borrowings, cash and cash equivalents,
short term receivables and short-term payables. 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. The Company carefully vets prospective new tenants from a credit risk
perspective. Bad debts are mitigated by close engagement with tenant businesses within a well-diversified
mix of some 80 tenants across the portfolio and close monitoring of rental income receipts. In the light
of the Covid-19 pandemic the Company has regularly reviewed the portfolio, including feedback from
engagement with tenants, in order to assess the risk of tenant failures.
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. In terms
of concentration of individual tenant’s rents versus gross annual passing rents the Company has 3 tenants
whose rent, on an individual basis, is between 5% and 9% of gross annual passing rents.
Funds are invested and loan transactions contracted only with banks and financial institutions with a high
credit rating. Concentration of credit risk exists to the extent that at 25 March 2020 and 2019, current
account and short-term deposits were held with two financial institutions, Handelsbanken PLC and C Hoare
& Co. The combined exposure to credit risk on cash and cash equivalents at 25 March 2020 was £1,289,000
(2019: £959,000).
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 interest rate risk that could affect cash flow as it currently borrows at both
floating and fixed 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.
Liquidity Risk
The Company seeks to manage liquidity risk to ensure sufficient funds are available to meet the requirements
of the business and to invest cash assets safely and profitably. The Board regularly reviews available cash to
ensure there are sufficient resources for working capital requirements.
– 44 –
– 45 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25 MARCH 2020
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:
Impact on interest payable - gain/(loss)
Impact on interest receivable - (loss)/gain
Total impact on pre-tax profit and equity
0.5% decrease
in interest rates
0.5% increase
in interest rates
2020
£'000
13
(6)
7
2019
£'000
13
(5)
8
2020
£'000
(13)
6
(7)
2019
£'000
(13)
5
(8)
The calculation of the net exposure to interest rate fluctuations was based on the following as at 25 March:
Floating rate borrowings (bank loans)
Less: cash and cash equivalents
2020
£'000
(2,500)
1,292
(1,208)
2019
£'000
(2,500)
962
(1,538)
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)
2020
Book Value
£’000
(12,500)
2020
Fair Value
£’000
(12,500)
2019
Book Value
£’000
(10,240)
2019
Fair Value
£’000
(10,240)
Total
(12,500)
(12,500)
(10,240)
(10,240)
– 45 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25 MARCH 2020
WYNNSTAY PROPERTIES PLC
18. FINANCIAL INSTRUMENTS (Continued)
Categories of Financial Instruments
Financial assets:
Quoted investments measured at fair value
Loans and receivables measured at amortised cost
Cash and cash equivalents measured at amortised cost
Total financial assets
Non-financial assets
Total assets
Financial liabilities at amortised cost
Total liabilities
Shareholders’ equity
Total shareholders’ equity and liabilities
2020
£’000
3
244
1,289
1,536
34,260
35,796
2019
£’000
3
157
959
1,119
35,095
36,214
14,318
14,331
14,318
21,478
35,796
14,331
21,883
36,214
The only financial instruments measured subsequent to initial recognition at fair value as at 25 March are
quoted investments. These are included in level 1 in the IFRS 13 fair value hierarchy as they are based on
quoted prices in active markets.
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 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 net loan to value ratio should not exceed 50% and the gearing ratio should not
exceed 100%.
– 46 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25 MARCH 2020
WYNNSTAY PROPERTIES PLC
18. FINANCIAL INSTRUMENTS (Continued)
Net borrowings and overdraft
Cash and cash equivalents
Net borrowings
Shareholders’ equity
Investment properties
Loan to value ratio
Net borrowings to value ratio
Gearing ratio
2020
£'000
12,500
(1,289)
11,211
21,478
34,260
36.5%
32.7%
52.2%
2019
£'000
12,500
(959)
11,541
21,883
35,095
35.6%
32.9%
52.7%
19. RELATED PARTY TRANSACTIONS
The Company had entered into an agreement with T.J.C.P. Consultants Ltd, a company owned and controlled
by T.J.C. Parker which during the year was paid £27,416 (2019: £46,000). The agreement was terminated
by mutual agreement on 30 October 2019. 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 12.
– 47 –
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 25 MARCH 2020
WYNNSTAY PROPERTIES PLC
20. SEGMENTAL REPORTING
Industrial
Retail
Office
Total
2020
2019
2020
2019
2020
2019
2020
2019
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
1,703
(863)
1,671
681
168
(200)
127
120
400
418
2,271
2,216
(255)
(30)
(1,318)
771
Rental Income
Profit /(Loss) on investment
property at fair value
Total income and gain
840
2,352
(32)
247
145
388
953
2,987
Property expenses
(116)
(81)
–
–
–
–
(116)
(81)
Segment profit/(loss)
724
2,271
(32)
247
145
388
837
2,906
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
421
–
–
–
–
–
421
280
(572)
(544)
686
2,642
(430)
(399)
2
3
258
2,246
Other information
Industrial
Retail
Office
Total
2020
2019
2020
2019
2020
2019
2020
2019
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Segment assets
26,480
24,670
2,490
4,880
5,290
5,545
34,260
35,095
Segment assets held
as security
26,170 24,670 2,060 4,880 5,290 5,545 33,520 35,095
– 48 –
– 49 –
WYNNSTAY PROPERTIES PLC
FIVE YEAR FINANCIAL REVIEW
Years Ended 25 March:
2020
£’000
2019
£’000
STATEMENT OF COMPREHENSIVE INCOME
Property Income
Profit before movement in fair value of
investment properties and taxation
Income before Taxation
Income after Taxation
2,271
1,155
258
123
2,216
1,196
2,247
1,928
IFRS
2018
£’000
2,182
1,150
2,991
2,632
2017
£’000
2016
£’000
2,028
999
3,198
2,797
1,778
878
1,951
1,796
STATEMENT OF FINANCIAL POSITION
Investment Properties
Equity Shareholders’ Funds
34,260
21,478
35,095
21,883
30,070
20,443
29,515
18,265
25,230
15,839
PER SHARE
Basic earnings
Dividends paid and proposed
Net Asset Value
4.5p
15.0p
792p
71.1p
19.0p
807p
97.1p
17.5p
754p
103.1p
15.75p
674p
66.2p
13.2p
584p
– 49 –
WYNNSTAY PROPERTIES PLC
NOTICE OF ANNUAL GENERAL MEETING
Please note that in light of UK Government guidance on the Covid-19 pandemic, this year’s Annual General
Meeting will be a closed meeting. The Board will ensure that a quorum is present and no other shareholders
will be permitted to attend. Given this restricted attendance, all shareholders are encouraged to exercise their
voting rights in relation to resolutions set out in the Notice of Meeting below by appointing the Chairman of
the meeting as their proxy. A form of proxy is enclosed on which there are notes for completion and return by
post.
You can also submit your proxy electronically using the share portal service at www.signalshares.com. If not
already registered for the share portal, you will need your investor code, which can be found on your share
certificate or dividend tax voucher.
If you need help with voting online, please contact our Registrar, Link Asset Services, on Tel: 0371 664
0391. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. Lines are open between 09:00 – 17:30,
Monday to Friday (excluding public holidays in England and Wales). You can also contact them by email at
shareholderenquiries@linkgroup.co.uk.
NOTICE IS HEREBY GIVEN that the one hundred and thirty fourth ANNUAL GENERAL MEETING of the
Members of Wynnstay Properties PLC will be held at 4 Kimbolton Row, Fulham Road, London, SW3 6RQ on
Tuesday 15 September 2020, at 10.00 a.m. The business of the meeting will be to consider and, if thought fit,
to pass the following ordinary and special resolutions.
ORDINARY RESOLUTIONS
1 To receive the Report of the Directors and the Financial Statements for the year ended 25 March 2020.
2 To fix the remuneration of the Directors.
3 To reappoint BDO LLP as auditors of the Company, to hold office from the conclusion of the annual
general meeting until the conclusion of the next annual general meeting of the Company and to authorise
the Directors to determine their remuneration.
4 To re-elect Mr. P.G.H. Collins as a Director of the Company, who retires and offers himself for
re-election.
5 To re-elect Miss C.M. Tolhurst as a Director of the Company, who retires and offers herself for
re-election.
6 That the Directors of the Company are generally and unconditionally authorised for the purposes of
section 551 of the Companies Act 2006 (the “Act”), in substitution for all previous authorisations, to
exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe
for or convert any security into shares in the Company (“Rights”) up to an aggregate nominal amount
of £39,440.75, and this authorisation shall, unless previously revoked by resolution of the Company,
expire on 31 December 2021 or, if earlier, at the conclusion of the annual general meeting of the
Company to be held in 2021. The Company may, at any time before such expiry, make offers or enter into
agreements which would or might require shares to be allotted or Rights to be granted after such expiry
and the Directors may allot shares or grant Rights in pursuance of any such offer or agreement as if this
authorisation had not expired.
– 50 –
WYNNSTAY PROPERTIES PLC
NOTICE OF ANNUAL GENERAL MEETING
SPECIAL RESOLUTION
7 That the Directors of the Company are empowered (i) pursuant to section 570 of the Act to allot equity
securities (within the meaning of section 560 of the Act) for cash pursuant to the authorisation conferred
by Resolution 6 above and (ii) pursuant to section 573 of the Act to allot equity securities (within the
meaning of section 560(3) of the Act), in each case as if section 561 of the Act did not apply to the
allotment, provided that this power shall be limited to:
(a) The allotment of equity securities in connection with an offer of, or invitation to apply for, equity
securities made (i) to holders of ordinary shares in the Company in proportion (as nearly as many
as practicable) to the respective number of ordinary shares held by them on the record date for such
offer and (ii) to holders of other equity securities as may be required by the rights attached to those
securities or, if the Directors consider it desirable, as may be permitted by such rights, but subject in
each case to such exclusions or other arrangements as the Directors may deem necessary or expedient
in relation to treasury shares, fractional entitlements, record dates or legal or practical problems in or
under the laws of any territory or the requirements of any regulatory body or stock exchange; and
(b) the allotment (otherwise than pursuant to paragraph (a) above) of further equity securities up to any
aggregate nominal amount of £39,440.75,
and this power shall, unless previously revoked by resolution of the Company, expire on 31 December
2021 or, if earlier, at the conclusion of the annual general meeting of the Company to be held in 2021. The
Company may, at any time before the expiry of this power, make offers or enter into agreements which
would or might require equity securities to be allotted after such expiry and the Directors may allot equity
securities in pursuance of any such offer or agreement as if this power had not expired.
Registered Office:
Hamilton House
London WC1H 9BB
By Order of the Board
Susan Wallace
Secretary
30 July 2020
– 51 –
WYNNSTAY PROPERTIES PLC
NOTICE OF ANNUAL GENERAL MEETING
Notes:
1. A Member entitled to attend and vote at the Annual General Meeting (AGM) may appoint one or more
proxies to attend, speak and vote in their stead. The proxy need not be a Member of the Company. A form
of proxy is enclosed. Whilst ordinarily lodging a form proxy does not preclude a member from attending
and voting at the AGM, due to Covid-19 restrictions, no additional members over and above the quorum
will be able to attend the Annual General Meeting (‘AGM’) on 15 September 2020. Members are strongly
encouraged to complete and return a form of proxy appointing the ‘Chairman of the meeting’ as their
proxy to ensure their votes are included in the poll vote conducted on all resolutions.
2. To be valid, the completed and signed form of proxy must either be returned to the Company’s Registrars,
Link Asset Services, PXS1 34 Beckenham Road, Beckenham, Kent BR3 4TU; or shareholders can vote
online at www.signalshares.com for which you will need your investor code which can be found on your
share certificate or your dividend tax voucher. Whichever means of return is used this must be done in
sufficient time to ensure the form is received by 10.00 a.m. on Friday 11 September 2020, being 48 hours
before the commencement of the meeting.
In the case of joint shareholders, the vote of the senior who tenders a vote, whether in person (including
by corporate representative) or by proxy, shall be accepted to the exclusion of the votes of the other joint
shareholders. Seniority is determined by the order in which the names of the joint holders appear in the
Company’s register of members.
3.
4. A corporation which is a shareholder can appoint one or more corporate representatives who may exercise,
on its behalf, all its powers as a shareholder provided that no more than one corporate representative
exercises powers over the same share. As no additional members of their representatives will be able
to attend the AGM on 15 September 2020 corporate members are strongly encouraged to complete and
return a form of proxy appointing the ‘Chairman of the meeting’ as their proxy to ensure their votes are
included in the poll vote.
5. 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 10.00 a.m. on 14
September 2020 shall be entitled to attend or vote at the AGM 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 10.00
a.m. on 14 September 2020 shall be disregarded in determining the rights of any person to attend or vote at
the meeting.
6. Whilst copies of all Directors’ Service Contracts are ordinarily made available for inspection during
normal business hours at the Company’s registered office up to the date of the AGM and at the place
of the AGM from 15 minutes before the start of the meeting until conclusion of the meeting, given the
Covid-19 restrictions, copies will be made available to members of the Company on receipt of a valid
request.
– 52 –
WYNNSTAY PROPERTIES PLC
BIOGRAPHIES OF THE DIRECTORS
Philip Collins (Non-Executive Chairman) aged 72, 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 62 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 Delevingne (Non-Executive) aged 70. 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.
Paul Mather (Non-Executive) aged 65 is a Chartered Surveyor who has spent his career focused on active
asset management of commercial portfolios and developments in central London. He was a senior director at
BNP Paribas Real Estate for 13 years and group portfolio manager for Greycoat PLC for 17 years. Appointed
a director of Wynnstay Properties in March 2017.
Caroline Tolhurst (Non-Executive) aged 58, is a Chartered Surveyor and a Chartered Secretary with more
than 30 years’ experience in property and investment sectors. She was Company Secretary at Grosvenor
Limited and NewRiver Retail Limited and compliance officer for Knight Frank LLP’s regulated businesses.
She is also a Board member and Committee Chair at A2Dominion Housing Group Limited and LocatED
Property Limited. Appointed a director of Wynnstay Properties in March 2017.
– 53 –
PROXY FOR ANNUAL GENERAL MEETING
WYNNSTAY PROPERTIES PLC
Form of Proxy
PLEASE RETURN THIS FORM OF PROXY IN THE
BUSINESS REPLY ENVELOPE PROVIDED
Form of Proxy Wynnstay Properties PLC
Annual General Meeting 15th September 2020
I/We, the undersigned, being a member of the above-named Company, hereby appoint the
Chairman of the Meeting, or failing him, ......................................................................................
of ...................................................................................................................................................
as my/our proxy to vote for me/us and on my/our behalf at the One Hundred and Thirty
fourth Annual General Meeting of the Company, notice of which was sent to Shareholders
with the Annual Report for the year ended 25 March 2020, and at any adjournment thereof.
The proxy will vote on the under-mentioned Resolutions, as indicated.
Proxy voting
If the form is signed and returned without any indication as to how the proxy shall vote, he/she
will exercise his/her discretion both as to how he/she votes and whether or not he/she abstains
from voting. The proxy will also exercise his/her discretion as to how he/she votes (and
whether or not he/she abstains from voting) on (a) other business transacted at the Meeting,
and (b) any other Resolution for the election of Directors.
Signed this.............. day of ......................2020
Signature or Common Seal.........................................................................................................
Ordinary Resolutions
1. To receive the Report of the Directors and the Financial
Statements for the year ended 25 March 2020.
2. To fix the remuneration of the Directors.
3. To reappoint BDO LLP as auditors of the Company, to hold
office from the conclusion of the annual general meeting
until the conclusion of the next annual general meeting of
the Company and to authorise the Directors to determine
their remuneration.
4. To re-elect as a Director of the Company Mr PGH Collins,
who retires and offers himself for re-election.
5. To re-elect as a Director of the Company Miss CM Tolhurst,
who retires and offers herself for re-election.
6. That the Directors of the Company are generally and
unconditionally authorised for the purposes of section 551
of the Companies Act 2006 (the “Act”), in substitution for
all previous authorisations, to exercise all the powers of the
Company to allot shares in the Company and to grant rights
to subscribe for or convert any security into shares in the
Company.
Special Resolution
7. That the Directors of the Company are empowered (i) pursuant
to section 570 of the Act to allot equity securities (within the
meaning of section 560 of the Act) for cash pursuant to the
authorisation conferred by Resolution 6 above and (ii) pursuant
to section 573 of the Act to allot equity securities (within the
meaning of section 560(3) of the Act).
For
Against
Withheld
(BLOCK CAPITALS)
Full Name(s) of Shareholder(s).....................................................................................................
Notes
1. To be valid, this form of proxy must, in the case of an individual, be signed by the holder
or his/her attorney, or, in the case of a corporation, be either given under its common
seal or signed on its behalf by an attorney or duly authorised officer and be received by
the Registrar, Link Asset Services, not less than 48 hours before the time for holding the
meeting. A reply-paid envelope is provided to return your proxy. If you lose this envelope
or do not receive it, please post your form of proxy to Link Asset Services, PXS1, 34
Beckenham Road, Beckenham, Kent BR3 4ZF (stamp required). Any Power of Attorney or
any other authority under which the proxy form is signed (or a duly certified copy of such
power or authority) must be included with the proxy form.
2. The Annual General Meeting will be held at 4 Kimbolton Row, Fulham Road, London, SW3
6RQ on Tuesday 15 September 2020, at 10.00 a.m.
3. The ‘Vote Withheld’ box is provided to enable a shareholder to abstain on any particular
resolution. However, it should be noted that a vote withheld is not a vote in law and will not
be counted in the calculation of whether a resolution is carried.
4. In the case of joint holders, the signature of the first named in the register of members will
be accepted to the exclusion of all others.
5. A proxy need not also be a member of the Company but must attend the meeting in
person.
6. Whilst you may appoint more than one proxy to represent you at the meeting provided that
each proxy is appointed to exercise the rights attaching to different shares held by you
please note that due to Covid-19 attendance is restricted at the AGM this year.
7. The summaries of the resolutions are for guidance only. You are advised to read the
accompanying Notice of Meeting carefully.
AGM Attendance
Please note that in light of UK Government guidance on the Covid-19 pandemic, this year’s
Annual General Meeting will be a closed meeting. The Board will ensure that a quorum
is present and no other shareholders will be permitted to attend. Given this restricted
attendance, all shareholders are encouraged to exercise their voting rights in relation to the
resolutions set out in the Notice of Meeting by appointing the Chairman of the meeting as
their proxy. Please therefore complete and return this form as soon as possible.
WYNNSTAY PROPERTIES PLC
5 August 2020
Dear Shareholder
Shareholder Communications, Payment of Dividends and Link Registrars’ Contact Details
I am writing with important information about how Wynnstay communicates with you, how we pay dividends to you and how to
contact our registrars with enquires about your shareholding.
Shareholder Communications
Many shareholders in quoted companies now choose to receive Annual Reports and Notices of Meetings electronically. This has a
number of advantages for the Company and its shareholders. It increases the speed of communication, saves you time and reduces
print and distribution costs and our impact on the environment.
Company law requires that the Company asks shareholders to consent to the receipt of communications electronically and
via a website.* If you consent to website publication you will continue to be notified in writing and through the release of an
announcement on the London Stock Exchange each time the Company places a statutory communication on the website. Annual
Reports and other documents which are required to be sent to shareholders (‘shareholder information’) are published on our website:
www.wynnstayproperties.co.uk. If you consent, the website will be the way in which you access all future shareholder information.
• If you wish to receive shareholder information by means of our website, you need to take no further action. You will be notified
by post when shareholder information has been placed on the website. If you wish to receive notification by email, you can either
register your email address via Link Registrar’s online portal (www.signalshares.com) or by completing and signing the reply
slip at the foot of this letter, ticking option (a) and return it to FREEPOST SAS, 34 Beckenham Road, BR3 9ZA (This is all you
need to write on the envelope no stamp or further details required).
• If you wish to receive shareholder information in hard copy form, you should complete and sign the reply slip at the foot of this
letter, ticking option (b), and return it to FREEPOST SAS, 34 Beckenham Road, BR3 9ZA (This is all you need to write on the
envelope, no stamp or further details required).
• If you do not reply within 28 days from the date of despatch of this letter, you will be deemed to have consented to website
publication of shareholder information and you will no longer receive hard copies in the post.
If you sign up to use Signal Shares, Link Registrars’ secure online portal, you can manage your shareholding quickly and easily. You can:
• View your holding and get an indicative valuation
• Change your address
• Arrange to have dividends paid into your bank account
• Request to receive shareholder communications by email rather than post
• View your dividend payment history
• Make dividend payment choices
• Buy and sell shares and access a wealth of stock market news and information
• Register your proxy voting instruction
• Download a stock transfer form.
To register for Signal Shares just visit www.signalshares.com. All you need is your investor code, which can be found on your share
certificate or your dividend tax voucher. If you consent to receive communications by email or via the website, you still have the right
at any time to request hard copies of shareholder information at no charge.
Registered Office: Hamilton House, Mabledon Place, London WC1H 9BB
+44 (0)20 7554 8766 | info@wynnstayproperties.co.uk | wynnstayproperties.co.uk
Company registered in England and Wales. Registered number 00022473
Direct payment of your dividends into your bank account
We now pay nearly 80% by value of dividends directly into shareholders’ bank accounts rather than by cheque sent through the
post, which is now a more expensive and less efficient alternative for both the Company and shareholders. Arranging to have your
dividends paid direct into your bank account means that:
• Your dividend reaches your bank account on the payment date.
• It is more secure – cheques can sometimes get lost in the post.
• You don’t have the inconvenience of depositing a cheque.
• It helps reduce cheque fraud.
As already noted above, if you have a UK bank account you can sign up for this service on Signal Shares, by clicking on ‘your
dividend options’ and following the on screen instructions.
You can also request direct payment of dividends to your bank account by completing the dividend mandate form sent to shareholders who
still receive payment by cheque with each dividend voucher. Simply detach and complete in BLOCK LETTERS the form that accompanies
the dividend voucher and post it to FREEPOST SAS, 34 Beckenham Road, BR3 9ZA (no stamp or further details required).
Link’s Customer Support Centre
You can contact Link’s Customer Support Centre which is available to answer any queries you have in relation to your shareholding:
By phone: UK – 0371 664 0300
Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the
applicable international rate. Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales.
By email: shareholderenquiries@linkgroup.co.uk
By post: Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU.
I would encourage shareholders to read this letter carefully, consider their wishes and take any actions necessary to meet
those wishes.
Thank you for your continued interest in and support for Wynnstay.
Yours faithfully
Philip Collins
Chairman
*Note: The Company reserves the right to send hard copy documents to shareholders where, for example, overseas securities laws do not permit electronic
communication or in other circumstances where the Company considers that electronic delivery may not be appropriate.
✁
IMPORTANT: If you do not return this form within 28 days of the despatch of the above letter you will be deemed to have consented to the receipt
of shareholder information via our website. You will receive notification by post when shareholder information is available.
TICK EITHER (a) or (b) and please complete in BLOCK CAPITALS
(a) I wish to receive email notifications from Wynnstay Properties PLC.
(b) I wish to continue to receive paper reports and shareholder information from Wynnstay Properties PLC.
Full Name of Shareholder(s) in BLOCK CAPITALS
Full Address of Shareholder(s) in BLOCK CAPITALS
Email address in BLOCK CAPITALS
Investor Code (as stated on your share certificate or dividend tax voucher)
Please return to:
FREEPOST SAS, 34 Beckenham Road, BR3 9ZA
(no stamp or further address detail is required).