TIDMALPH
RNS Number : 5962H
Alpha Pyrenees Trust Limited
19 August 2016
19 August 2016
ALPHA PYRENEES TRUST LIMITED
("ALPHA PYRENEES TRUST" OR THE "TRUST" OR THE "COMPANY")
ALPHA PYRENEES TRUST POSTS RESULTS FOR THE SIX MONTHSED 30 JUNE
2016
Alpha Pyrenees Trust Limited, the property company invested
primarily in commercial real estate in France, today posts its
results for the period from 1 January to 30 June 2016.
Contact:
Serena Tremlett
Chairman, Alpha Pyrenees Trust Limited
01481 231100
Paul Cable
Fund Manager, Alpha Real Capital LLP
020 7391 4700
For more information on the Trust please visit
www.alphapyreneestrust.com.
For more information on the Trust's Investment Manager please
visit www.alpharealcapital.com.
FORWARD-LOOKING STATEMENTS
These results contain forward-looking statements which are
inherently subject to risks and uncertainties because they relate
to events and depend upon circumstances that will occur in the
future. There are a number of factors that could cause actual
results to differ materially from those expressed or implied by
such forward-looking statements. Forward-looking statements are
based on the Board's current view and information known to them at
the date of this statement. The Board does not make any undertaking
to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. Nothing in
these results should be construed as a profit forecast.
About the Trust
Alpha Pyrenees Trust Limited ("the Trust", "the Company" or "the
Group") invested in higher-yielding properties in France and Spain,
focusing on commercial property in the office, industrial,
logistics and retail sectors let to tenants with strong covenants.
The Trust is pursuing an orderly realisation of its remaining
property assets and has the support of its lender in this
process.
Dividends
The Trust does not pay dividends.
Listing
The Trust is a closed-ended Guernsey registered investment
company which has been declared under the relevant legislation to
be an Authorised Closed-Ended Collective Investment Scheme. Its
shares are listed on the Official List of the UK Listing Authority
and traded on the London Stock Exchange.
Management
The Trust's Investment Manager is Alpha Real Capital LLP ("the
Investment Manager"). Control of the Trust rests with the
non-executive Guernsey-based Board of Directors.
ISA/SIPP status
The Trust's shares are eligible for Individual Savings Accounts
(ISAs) and Self Invested Personal Pensions (SIPPs).
Website
www.alphapyreneestrust.com
Chairman's Statement
The Investment Manager has been focused on achieving asset sales
to support the settlement of the bank borrowings which now mature
on 31 October 2016. The Board notes the progress achieved on this
front with the sale of a further three properties in France at
prices totalling GBP18.9 million (EUR24.3 million) with the net
proceeds being used to partially repay bank borrowings. The
Investment Manager is focused on achieving an orderly realisation
of the Trust's remaining six property assets, three of which are
located in France and three in Spain, in a consensual manner in
accordance with a formal agreement with Barclays Bank PLC
("Barclays"). To further this process the Investment Manager
continues to undertake active asset management within the remaining
portfolio with particular emphasis on the letting of vacant units
to enhance property income and the marketability of the
property.
Going concern
Given the current economic environment and the maturity of the
Group's bank borrowings on 31 October 2016 the Board will continue
to seek the support of its lender in an orderly realisation of its
remaining properties with a view to winding up the Group in due
course. The accounts are therefore not prepared on a going concern
basis. There were no adjustments required to the numbers presented
as a result of preparing the interim condensed financial statements
on a basis other than going concern.
Results and dividend
Results for the period show a consolidated loss for the six
months of GBP7.2 million (loss of 6.1 pence per share). Losses
comprise operating losses incurred on the remaining six properties,
losses on their revaluation, losses on the disposal of investment
properties and finance charges.
The Trust does not pay dividends.
Revaluation and Net Asset Value
Investment properties held for sale are included in the
consolidated balance sheet at a valuation of GBP21.9 million
(EUR26.4 million) as assessed by the independent valuers. As at 30
June 2016, the net asset value per ordinary share is negative 41.1p
primarily reflecting the loss in the period and adverse foreign
exchange effects.
Finance Commentary
It was announced on 15 April 2016 that the Trust's loan
facilities with Barclays had been extended and the maturity date of
all its borrowings is 31 October 2016.
Following net repayments in the period of GBP29.2 million
(EUR35.2 million), as at 30 June 2016 the Trust had principal
borrowings of GBP73.9 million (EUR89.1 million) under its
facilities with Barclays.
The current interest rates will continue to apply to the
facilities during the extension period and the 2% extension fees
(per annum pro-rated), charged on all borrowings from 10 February
2015, are deferred to the new maturity date and will be payable to
the extent that the Trust has sufficient cash funds at that time.
No additional fee was charged on the latest extension.
There is a cash-pooling arrangement over the Trust's cash flows
from the remaining property portfolio to provide further security
against the loan but still providing the Trust with working capital
for its operations.
Formal marketing of the Trust's remaining properties is ongoing
and the results of the marketing process to date indicate that,
although there is no certainty that any transactions will take
place, if they do, the prices achieved may be lower than the
valuation at 30 June 2016. The Trust will provide further updates
on progress in due course.
As the Board has previously stated, the sales process will not
result in any return to ordinary shareholders after repayment of
the Trust's bank borrowings, to the extent that this is possible,
has taken place.
Serena Tremlett
Chairman
18 August 2016
Property review
Portfolio overview
The Trust owns three properties in France (St Cyr L'Ecole,
Champs-sur-Marne and Ivry-sur-Seine) and three properties in Spain
(Alcalá de Guadaíra, Écija and Zaragoza) totalling approximately
33,680 square metres (approximately 362,500 square feet) of
commercial real estate. While the properties are generally well
located and offer good value accommodation to occupiers, the
properties suffer from weak tenant demand at the present time
coupled with a high level of vacancy.
The valuation of the six property portfolio as at 30 June 2016
was approximately GBP21.9 million (EUR26.4 million).
Property Sales
On 3 February 2016 the Trust sold its properties located at
Athis Mons, Aubergenville and Aubervilliers in France totalling
approximately 59,730 square metres for GBP18.9 million (EUR24.3
million).
These sales form part of the orderly realisation process
supported by the Trust's lender, Barclays, and the net proceeds
from these sales have been used in the reduction of the Trust's
bank borrowings.
The remaining properties held by the Trust are being actively
marketed and the Trust will provide further updates on the results
of the marketing process in due course.
Paul Cable
For and on behalf of the Investment Manager
18 August 2016
Principal risks and uncertainties
The principal risks and uncertainties facing the Group can be
outlined as follows:
-- The Group's existing borrowing facilities with Barclays Bank
PLC terminate on 31 October 2016. In order to enable repayment of
the bank borrowings, to the extent possible, the Group has agreed
with its lender to pursue an orderly realisation of its investment
properties, which are being actively marketed. The Board is of the
view that there will not be any value to return to ordinary
shareholders after repayment of bank borrowings.
-- Rental income and the fair value of investment properties are
affected, together with other factors, by general economic
conditions and/or by the political and economic climate of the
jurisdictions in which the Group's investment properties are
located.
-- Although the Trust has a substantial natural hedge through
the fact that its borrowings are denominated in the same currency
as the majority of its assets, the net assets of the Group are
exposed to movements in the euro exchange rate.
The Board believes that the above principal risks and
uncertainties would be equally applicable to the remaining six
month period of the current financial year.
Statement of Directors' Responsibilities
The Directors confirm that to the best of their knowledge:
-- the condensed financial statements have been prepared in
accordance with IAS 34 'Interim Financial Reporting' as adopted by
the European Union; and
-- the half year report meets the requirements of an interim
management report, and includes a fair review of the information
required by:
a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an
indication of important events that have occurred during the first
six month period of the financial year; and their impact on the
interim condensed financial statements; and a description of the
principal risks and uncertainties of the remaining six months of
the year; and
b) DTR 4.2.8R of the Disclosure and Transparency Rules, being
related party transactions that have taken place in the first six
month period of the current financial year and that have materially
affected the financial position or performance of the Company
during the period.
The Directors of Alpha Pyrenees Trust Limited are listed
below.
At the June 2016 Board meeting, the Board has considered its
composition in terms of size and cost to manage the completion of
the sales process described above. As a result of this, David
Rowlinson, Phillip Rose and Dick Kingston have resigned from the
Board, effective 3 June 2016. David Jeffreys and Serena Tremlett,
who have been with the Company since inception, will continue as
Directors and the Board will take responsibility going forward for
matters previously dealt with by its sub-committees.
By order of the Board
Serena Tremlett
Chairman
18 August 2016
Independent review report
To Alpha Pyrenees Trust Limited
Introduction
We have been engaged by the Company to review the condensed set
of financial statements in the half year report for the six months
ended 30 June 2016 which comprises the condensed consolidated
statement of comprehensive income, condensed consolidated balance
sheet, condensed consolidated cash flow statement, condensed
consolidated statement of changes in equity and the related notes 1
to 10. We have read the other information contained in the half
year financial report and considered whether it contains any
apparent misstatements or material inconsistencies with the
information in the condensed set of financial statements.
Directors' responsibilities
The half year financial report is the responsibility of, and has
been approved by, the Directors. The Directors are responsible for
preparing the half year financial report in accordance with the
Disclosure and Transparency Rules of the United Kingdom's Financial
Conduct Authority.
As disclosed in note 2, the annual financial statements of the
Group are prepared in accordance with International Financial
Reporting Standards as adopted by the European Union. The condensed
set of financial statements included in this half year financial
report has been prepared in accordance with International
Accounting Standard 34, 'Interim Financial Reporting' as adopted by
the European Union.
Our responsibility
Our responsibility is to express to the Company a conclusion on
the condensed consolidated set of financial statements in the half
year report based on our review.
Our report has been prepared in accordance with the terms of our
engagement to assist the Company in meeting its responsibilities in
respect of half-yearly financial reporting in accordance with the
Disclosure and Transparency Rules of the United Kingdom's Financial
Conduct Authority and for no other purpose. No person is entitled
to rely on this report unless such a person is a person entitled to
rely upon this report by virtue of and for the purpose of our terms
of engagement or has been expressly authorised to do so by our
prior written consent. Save as above, we do not accept
responsibility for this report to any other person or for any other
purpose and we hereby expressly disclaim any and all such
liability.
Scope of review
We conducted our review in accordance with International
Standard on Review Engagements (UK and Ireland) 2410, 'Review of
Interim Information Performed by the Independent Auditor of the
Entity' issued by the Financial Reporting Council for use in the
United Kingdom. A review of interim financial information consists
of making enquiries, primarily of persons responsible for financial
and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit
conducted in accordance with International Standards on Auditing
(UK and Ireland) and consequently does not enable us to obtain
assurance that we would become aware of all significant matters
that might be identified in an audit. Accordingly, we do not
express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that
causes us to believe that the condensed set of financial statements
in the half year financial report for the six months to 30 June
2016 is not prepared, in all material respects, in accordance with
International Accounting Standard 34 as adopted by the European
Union and the Disclosure and Transparency Rules of the United
Kingdom's Financial Conduct Authority.
Emphasis of matter - going concern
In forming our conclusion on the half year financial report,
which is not modified, we have considered the adequacy of the
disclosures made in note 2 and 7 to the condensed set of financial
statements which explain that the condensed set of financial
statements has not been prepared on a going concern basis. It is
the intention of the Board to effect an orderly disposal of the
Group's investment properties, seeking the continued support of its
lender whilst doing so, with a view to winding up the Group in due
course. Accordingly the directors have prepared the condensed
financial statements on the basis that the Group is no longer a
going concern.
BDO Limited
Chartered Accountants
Place du Pré
Rue du Pré
St Peter Port
Guernsey
18 August 2016
Condensed consolidated statement of comprehensive income
For the six months For the six months
ended 30 June ended 30 June
2016 (unaudited) 2015 (unaudited)
-------------------------------------- ------------------------------- -------------------------------
Revenue Capital Total Revenue Capital Total
Notes GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------------------- ------- --------- --------- --------- --------- --------- ---------
Income
----------------------------- ------- --------- --------- --------- --------- --------- ---------
Revenue 3 583 - 583 8,426 - 8,426
----------------------------- ------- --------- --------- --------- --------- --------- ---------
Property operating
expenses (688) - (688) (2,944) - (2,944)
----------------------------- ------- --------- --------- --------- --------- --------- ---------
Net rental (expense)/income (105) - (105) 5,482 - 5,482
----------------------------- ------- --------- --------- --------- --------- --------- ---------
Losses on disposal
of investment
properties 5 - (1,356) (1,356) - (21) (21)
----------------------------- ------- --------- --------- --------- --------- --------- ---------
Expenses
----------------------------- ------- --------- --------- --------- --------- --------- ---------
Losses on revaluation
of investment
properties 5 - (1,985) (1,985) - (1,002) (1,002)
----------------------------- ------- --------- --------- --------- --------- --------- ---------
Investment Manager's
fee (426) - (426) (771) (331) (1,102)
----------------------------- ------- --------- --------- --------- --------- --------- ---------
Other administration
costs (487) - (487) (597) - (597)
----------------------------- ------- --------- --------- --------- --------- --------- ---------
Operating (loss)/profit (1,018) (3,341) (4,359) 4,114 (1,354) 2,760
----------------------------- ------- --------- --------- --------- --------- --------- ---------
Finance income - - - 2 888 890
----------------------------- ------- --------- --------- --------- --------- --------- ---------
Finance costs (2,761) (58) (2,819) (6,326) (157) (6,483)
----------------------------- ------- --------- --------- --------- --------- --------- ---------
Loss before
taxation (3,779) (3,399) (7,178) (2,210) (623) (2,833)
----------------------------- ------- --------- --------- --------- --------- --------- ---------
Taxation - - - - (11) (11)
----------------------------- ------- --------- --------- --------- --------- --------- ---------
Loss for the
period (3,779) (3,399) (7,178) (2,210) (634) (2,844)
----------------------------- ------- --------- --------- --------- --------- --------- ---------
Other comprehensive
income/(loss)
----------------------------- ------- --------- --------- --------- --------- --------- ---------
Items that may
be reclassified
to profit or
loss in subsequent
periods:
----------------------------- ------- --------- --------- --------- --------- --------- ---------
Foreign exchange
losses on translation
of foreign operations
(translation
reserve) - (4,831) (4,831) - (53) (53)
----------------------------- ------- --------- --------- --------- --------- --------- ---------
Other comprehensive
loss for the
period - (4,831) (4,831) - (53) (53)
----------------------------- ------- --------- --------- --------- --------- --------- ---------
Total comprehensive
loss for the
period (3,779) (8,230) (12,009) (2,210) (687) (2,897)
----------------------------- ------- --------- --------- --------- --------- --------- ---------
Loss per share
- basic & diluted 4 (6.1)p (2.4)p
All items in the above statement derive from continuing
operations.
The accompanying notes are an integral part of the financial
statements.
Condensed consolidated balance sheet
Notes 30 June 31 December
2016 2015 (audited)
(unaudited) GBP'000
GBP'000
--------------------------------- ------ ------------- ----------------
Current assets
--------------------------------- ------ ------------- ----------------
Investment properties held
for sale 5 21,924 39,283
--------------------------------- ------ ------------- ----------------
Trade and other receivables 1,229 6,940
--------------------------------- ------ ------------- ----------------
Restricted cash 6 5,028 10,054
--------------------------------- ------ ------------- ----------------
Cash and cash equivalents 403 1,309
--------------------------------- ------ ------------- ----------------
28,584 57,586
--------------------------------- ------ ------------- ----------------
Current liabilities
--------------------------------- ------ ------------- ----------------
Trade and other payables (1,486) (1,955)
--------------------------------- ------ ------------- ----------------
Bank borrowings 7 (75,241) (91,311)
--------------------------------- ------ ------------- ----------------
Liabilities directly associated
with investment properties
held for sale (240) (694)
--------------------------------- ------ ------------- ----------------
(76,967) (93,960)
--------------------------------- ------ ------------- ----------------
Net liabilities (48,383) (36,374)
--------------------------------- ------ ------------- ----------------
Equity
--------------------------------- ------ ------------- ----------------
Share capital 8 - -
--------------------------------- ------ ------------- ----------------
Special reserve 113,131 113,131
--------------------------------- ------ ------------- ----------------
Translation reserve 19,403 24,234
--------------------------------- ------ ------------- ----------------
Capital reserve (169,572) (166,173)
--------------------------------- ------ ------------- ----------------
Revenue reserve (11,345) (7,566)
--------------------------------- ------ ------------- ----------------
Total equity (48,383) (36,374)
--------------------------------- ------ ------------- ----------------
Net asset value per share (41.1)p (30.9)p
The interim condensed consolidated financial statements were
approved by the Board of Directors and authorised for issue on 18
August 2016.
David Jeffreys Serena Tremlett
Director Director
The accompanying notes are an integral part of the financial
statements.
Condensed consolidated cash flow statement
For the For the
six months six months
ended 30 ended 30
June 2016 June 2015
(unaudited) (unaudited)
GBP'000 GBP'000
------------------------------------- ------------- -------------
Operating activities
------------------------------------- ------------- -------------
Loss for the period (7,178) (2,844)
------------------------------------- ------------- -------------
Adjustments for :
------------------------------------- ------------- -------------
Losses on disposal of investment
properties 1,356 21
------------------------------------- ------------- -------------
Losses on revaluation of
investment properties 1,985 1,002
------------------------------------- ------------- -------------
Deferred taxation - 11
------------------------------------- ------------- -------------
Finance income - (890)
------------------------------------- ------------- -------------
Finance costs 2,819 6,483
------------------------------------- ------------- -------------
Operating cash flows before
movements in working capital (1,018) 3,783
------------------------------------- ------------- -------------
Movements in working capital:
------------------------------------- ------------- -------------
Movement in trade and other
receivables 429 2,118
------------------------------------- ------------- -------------
Movement in trade and other
payables (1,177) (1,871)
------------------------------------- ------------- -------------
Cash flows (used in)/from
operations (1,766) 4,030
------------------------------------- ------------- -------------
Interest received - 2
------------------------------------- ------------- -------------
Cash flows (used in)/from
operating activities (1,766) 4,032
------------------------------------- ------------- -------------
Investing activities
------------------------------------- ------------- -------------
Proceeds from disposal of
investment properties 23,902 123
------------------------------------- ------------- -------------
Capital expenditure - (168)
------------------------------------- ------------- -------------
Restricted cash movement 5,903 1,213
------------------------------------- ------------- -------------
Cash flows from investing
activities 29,805 1,168
------------------------------------- ------------- -------------
Financing activities
------------------------------------- ------------- -------------
Repayment of borrowings (27,406) -
------------------------------------- ------------- -------------
Bank loan interest paid
and costs (1,189) (5,354)
------------------------------------- ------------- -------------
Cash flows used in financing
activities (28,595) (5,354)
------------------------------------- ------------- -------------
Decrease in cash and cash
equivalents (556) (154)
------------------------------------- ------------- -------------
Cash and cash equivalents
at beginning of period 1,309 4,659
------------------------------------- ------------- -------------
Exchange translation movement (350) (1,174)
------------------------------------- ------------- -------------
Cash and cash equivalents
at end of period 403 3,331
The accompanying notes are an integral part of the financial
statements.
Condensed consolidated statement of changes in equity
For the six months Share Special Translation Capital Revenue Total
ended 30 June capital reserve reserve reserve reserve reserves
2015 (unaudited) GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------- ---------- --------- ------------ ---------- --------- ----------
At 1 January
2015 - 113,131 22,272 (129,871) (2,577) 2,955
--------------------- ---------- --------- ------------ ---------- --------- ----------
Total comprehensive
income/(loss)
for the period
--------------------- ---------- --------- ------------ ---------- --------- ----------
Loss for the
period - - - (634) (2,210) (2,844)
--------------------- ---------- --------- ------------ ---------- --------- ----------
Other comprehensive
loss - - (53) - - (53)
--------------------- ---------- --------- ------------ ---------- --------- ----------
Total comprehensive
loss for the
period - - (53) (634) (2,210) (2,897)
--------------------- ---------- --------- ------------ ---------- --------- ----------
At 30 June 2015 - 113,131 22,219 (130,505) (4,787) 58
--------------------- ---------- --------- ------------ ---------- --------- ----------
For the six months Share Special Translation Capital Revenue Total
ended 30 June capital reserve reserve reserve reserve reserves
2016 (unaudited) GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------- ---------- --------- ------------ ---------- --------- ----------
At 1 January
2016 - 113,131 24,234 (166,173) (7,566) (36,374)
--------------------- ---------- --------- ------------ ---------- --------- ----------
Total comprehensive
income/(loss)
for the period
--------------------- ---------- --------- ------------ ---------- --------- ----------
Loss for the
period - - - (3,399) (3,779) (7,178)
--------------------- ---------- --------- ------------ ---------- --------- ----------
Other comprehensive
loss - - (4,831) - - (4,831)
--------------------- ---------- --------- ------------ ---------- --------- ----------
Total comprehensive
loss for the
period - - (4,831) (3,399) (3,779) (12,009)
--------------------- ---------- --------- ------------ ---------- --------- ----------
At 30 June 2016 - 113,131 19,403 (169,572) (11,345) (48,383)
--------------------- ---------- --------- ------------ ---------- --------- ----------
The accompanying notes are an integral part of the financial
statements.
Notes to the condensed financial statements
1. General information
The Company is a limited liability, closed-ended investment
company incorporated in Guernsey, which has been declared under the
relevant legislation to be an Authorised Closed-Ended Collective
Investment Scheme. The Group comprises the Company and its
subsidiaries. The Group invests in commercial property in France
and Spain. The Company's functional currency is Sterling and the
subsidiaries' functional currency is Euros. The presentation
currency of the Group is Sterling. The period-end exchange rate
used is GBP1:EUR1.206 (December 2015: GBP1:EUR1.357) and the
average rate for the period used is GBP1:EUR1.284 (June 2015:
GBP1:EUR1.364).
2. Significant accounting policies
The unaudited condensed consolidated financial statements
included in the half year report for the six months ended 30 June
2016, have been prepared in accordance with the Disclosure and
Transparency Rules of the United Kingdom's Financial Conduct
Authority and International Accounting Standard (IAS) 34, 'Interim
Financial Reporting' as adopted by the European Union. The
condensed financial statements should be read in conjunction with
the Group's annual report and financial statements for the year
ended 31 December 2015, which have been prepared in accordance with
International Financial Reporting Standards (IFRS) as adopted by
the European Union and are available on the Company's website
(www.alphapyreneestrust.com).
The accounting policies adopted and methods of computation
followed in these condensed financial statements are consistent
with those applied in the preparation of the Group's annual
consolidated financial statements for the year ended 31 December
2015.
The rent deposits at 31 December 2015 have been re-categorised
to liabilities directly associated with investment properties held
for sale in these interim condensed consolidated financial
statements. Liabilities directly associated with investment
properties held for sale represent amounts that will be transferred
on the sale of the properties.
The Directors considered all relevant new standards, amendments
and interpretations to existing standards effective for accounting
periods beginning on 1 January 2016 and determined that they will
have no impact on the annual consolidated financial statements of
the Group or the interim condensed financial statements of the
Group.
The preparation of the interim condensed financial statements
requires Directors to make estimates and assumptions that affect
the reported amounts of revenues, expenses, assets and liabilities,
and the disclosure of contingent liabilities at the date of the
interim condensed financial statements. If in the future such
estimates and assumptions, which are based on the Directors' best
judgement at the date of the interim condensed financial
statements, deviate from actual circumstances, the original
estimates and assumptions will be modified as appropriate in the
period in which the circumstances change.
Going concern
Given the current economic environment and the maturity of the
Group's bank borrowings on 31 October 2016 the Board will continue
to seek the support of its lender in an orderly realisation of its
remaining six investment properties with a view to winding up the
Group in due course. The accounts are therefore not prepared on a
going concern basis. There were no adjustments required to the
numbers presented as a result of preparing the interim condensed
financial statements on a basis other than going concern.
3. Revenue
1 January 1 January
2016 to 2015 to
30 June 30 June
2016 2015
GBP'000 GBP'000
----------------------- ---------- ----------
Rental income 261 6,510
----------------------- ---------- ----------
Service charge income 322 1,916
----------------------- ---------- ----------
Total 583 8,426
4. Earnings per share
The calculation of the basic and diluted earnings per share is
based on the following data:
1 January 1 January
2016 to 2015 to
30 June 30 June
2016 2015
------------------------------------- ---------- ----------
Losses after tax per statement
of comprehensive income (GBP'000) (7,178) (2,844)
------------------------------------- ---------- ----------
Basic and diluted losses per
share (6.1)p (2.4)p
------------------------------------- ---------- ----------
Weighted average number of ordinary
shares (000's) 117,627 117,627
5. Investment properties held for sale
30 June 31 December
2016 2015
GBP'000 GBP'000
--------------------------------------- --------- ------------
Fair value of investment properties
held for sale at 1 January 39,283 122,637
--------------------------------------- --------- ------------
Subsequent capital expenditure
after acquisition - 10
--------------------------------------- --------- ------------
Disposals (18,681) (109,476)
--------------------------------------- --------- ------------
Movement in rent incentives (259) (4,425)
--------------------------------------- --------- ------------
Fair value adjustment in the
period/year (1,985) 72
--------------------------------------- --------- ------------
Effect of foreign exchange 3,566 (8,818)
--------------------------------------- --------- ------------
Transfer from investment properties - 39,283
--------------------------------------- --------- ------------
Fair value of investment properties
held for sale at 30 June/31 December 21,924 39,283
The fair value of the Group's investment properties held for
sale at 31 December 2015 had been arrived at on the basis of
valuations carried out at that date by Knight Frank LLP,
independent valuers not connected to the Group, with the exception
of the three properties sold in France before signing the annual
financial statements (Aubervilliers for GBP11.5 million (EUR14.8
million), Aubergenville for GBP3.8 million (EUR4.9 million) and
Athis Mons for GBP3.6 million (EUR4.6 million)), which had been
valued by the Directors at their selling price.
The sales of these properties completed during the period ended
30 June 2016 and losses of GBP1.4 million were realised.
The fair value of the Group's remaining six investment
properties held for sale at 30 June 2016 has been arrived at on the
basis of valuations carried out at that date by Knight Frank LLP.
The portfolio has been valued on a fair value basis as defined by
the Royal Institution of Chartered Surveyors ("RICS") Appraisal and
Valuations Standards. The approved RICS definition of fair value is
"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".
No provision is made for potential disposal costs as these will
be contingent upon ultimate realisation values and specific
arrangements that may be agreed.
Formal marketing of the Trust's remaining properties is ongoing
and the results of the marketing process to date indicate that,
although there is no certainty that any transactions will take
place, if they do, the prices achieved may be lower than the
valuation at 30 June 2016. The Trust will provide further updates
on progress in due course.
6. Restricted cash
The cash balance held on the cash pooling account is subject to
certain restrictions; accordingly this balance has not been
classified as cash and cash equivalents.
In November 2013, the Group entered into a cash pooling
arrangement with Barclays Bank PLC over the Group's cash-flows from
the whole property portfolio in order to provide further security
to Barclays Bank PLC but which provides the Group and the Company
with working capital for their operations. The resulting cash
pooling account is controlled by Barclays Bank PLC and a cash
release mechanism is in place whereby cash is released by Barclays
Bank PLC following review of the Group's working capital
requirements.
7. Bank borrowings
30 June 31 December
2016 2015
GBP'000 GBP'000
--------------------------- --------- ------------
Bank borrowing 73,862 90,398
--------------------------- --------- ------------
Deferred finance costs (60) (103)
--------------------------- --------- ------------
Interest payable 1,439 1,016
--------------------------- --------- ------------
Total current liabilities 75,241 91,311
In February 2016, the Group sold three properties in France at
prices totalling GBP18.9 million (EUR24.3 million) with the net
proceeds from these sales enabling the repayment of bank borrowings
totalling GBP18.1 million (EUR23.3 million).
During the period a further GBP9.3 million (EUR11.9 million) of
debt repayment was made.
The repayment date of all borrowings, originally due on 10
February 2015, was extended three times during the year 2015 (to 11
May 2015, to 15 October 2015 and to 15 April 2016) and then reset
to 31 October 2016, following agreement with Barclays Bank PLC.
The current interest rates will continue to apply to the
facilities during the extension period.
Extension fees of 2% (per annum pro-rated) are charged on all
borrowings from 10 February 2015: these are deferred to the new
maturity date and will be payable to the extent that the Group has
sufficient cash funds at that time. No additional fee was charged
on the latest extension to 31 October 2016. As at 30 June 2016, the
Board consider it probable, based on cash flow forecasts, that
there will be insufficient cash funds to settle this amount and
hence this represents a contingent liability of EUR6.3 million
(GBP5.2 million), which has not been recognised in these financial
statements.
8. Share capital
The authorised share capital is unlimited. The Company has one
class of shares which carry no right to fixed income. All ordinary
shares have a nil par value. The number of shares in issue is 117.6
million (December 2015: 117.6 million).
There have been no share cancellations during the period.
9. Related party transactions
Parties are considered to be related if one party has the
ability to control the other party or exercise significant
influence over the other party in making financial or operational
decisions. Alpha Real Capital LLP is the Investment Manager to the
Company under the terms of the Investment Manager Agreement and is
thus considered a related party of the Company.
Transactions between the Company and its subsidiaries, which are
related parties, have been eliminated on consolidation and are not
disclosed in this note.
Following the disposal of the majority of the property
portfolio, the Board has agreed, in line with the consensual sales
programme established with Barclays Bank PLC, a monthly fee
reflecting the need for the Investment Manager to maintain adequate
resources to complete the disposal of the remaining properties and
winding up of the Group. This fee is separately disclosed on the
face of the statement of comprehensive income. The consensual sales
programme requires 30% of fees earned by the Investment Manager to
be deferred and only released when sales milestones have been
achieved. The outstanding balance for Investment Manager's fees as
at 30 June 2016 is GBP473,000 (31 December 2015: GBP640,000).
The Directors of the Company received total fees as follows:
Six months Six months
ended ended
30 June 30 June
2016 2015
GBP GBP
------------------ ----------- -----------
Dick Kingston 15,000 15,000
------------------ ----------- -----------
David Jeffreys 11,500 11,500
------------------ ----------- -----------
Phillip Rose 10,000 10,000
------------------ ----------- -----------
David Rowlinson* 10,000 10,000
------------------ ----------- -----------
Serena Tremlett 10,000 10,000
------------------ ----------- -----------
Total 56,500 56,500
David Rowlinson, Phillip Rose and Dick Kingston have resigned
from the Board, effective 3 June 2016.
The Directors' interests in the shares of the Company are
detailed below:
30 June 30 June
2016 2015
shares shares
held held
------------------ ---------- ----------
Dick Kingston 710,616 710,616
------------------ ---------- ----------
David Jeffreys 250,000 250,000
------------------ ---------- ----------
Phillip Rose 1,290,079 1,290,079
------------------ ---------- ----------
David Rowlinson* - -
------------------ ---------- ----------
Serena Tremlett 121,472 121,472
* David Rowlinson is a director of Antler Investment Holdings
Limited ("Antler") and the managing director of Liberation
Management Limited, which is a trustee of the Rockmount Purpose
Trust that indirectly is a partner of Alpha Real Capital LLP. As
such he was considered to be in a position in which he was able to
exercise significant influence over the Investment Manager.
The following, being partners of the Investment Manager held the
following shares in the Company:
30 June 31 December
2016 2015
shares shares
held held
-------------------- ----------- ------------
Rockmount Ventures
Limited and ARRCO
Limited** 21,437,393 21,437,393
-------------------- ----------- ------------
Phillip Rose*** 1,290,079 1,290,079
-------------------- ----------- ------------
Bradley Bauman 544,809 544,809
-------------------- ----------- ------------
Brian Frith 229,078 229,078
-------------------- ----------- ------------
Karl Devon-Lowe 108,650 108,650
** Rockmount Ventures Limited is the parent company of ARRCO
Limited. The interest attributed to the two corporate partners
represents 21,437,393 shares held by a related party, Antler. As
such these companies are considered to be in a position in which
they are able to exercise significant influence over the Investment
Manager.
***Phillip Rose is the CEO and a partner of the Investment
Manager.
Alpha Real Capital LLP, the Investment Manager of the Company,
holds 9,390,800 (31 December 2015: 9,390,800) shares in Alpha
Pyrenees Trust Limited.
Paul Cable, being the Investment Manager's Fund Manager
responsible for the Trust's investments, holds 84,918 (31 December
2015: 84,918) shares in Alpha Pyrenees Trust Limited.
Serena Tremlett is also the Managing Director and a major
shareholder of Morgan Sharpe Administration Limited, the Company's
administrator and secretary. During the period the Company paid
Morgan Sharpe Administration Limited fees of GBP40,500 (31 December
2015: GBP81,000).
10. Events after the balance sheet date
There were no significant events after the balance sheet
date.
Directors and Trust information
Directors Administrator and Legal advisors
Serena Tremlett secretary in Guernsey
(Chairman) Morgan Sharpe Carey Olsen
David Jeffreys Administration PO Box 98
Limited Carey House
Old Bank Chambers Les Banques
La Grande Rue St Peter Port
St Martin's Guernsey GY1 4BZ
Guernsey GY4 6RT
Registered office Independent valuers Legal advisors
Old Bank Chambers Knight Frank LLP in the UK
La Grande Rue 55 Baker Street Norton Rose
St Martin's London W1U 8AN 3 More London Riverside
Guernsey GY4 6RT London SE1 2AQ
Investment Manager Independent auditor Registrar
Alpha Real Capital BDO Limited Computershare Investor
LLP Place du Pré Services (Jersey)
Level 6, 338 Euston Rue du Pré Limited
Road St Peter Port Queensway House
London NW1 3BG Guernsey GY1 3LL Hilgrove Street
St Helier
Jersey JE1 1ES
Tax advisors
BDO LLP
55 Baker Street
London W1U 7EU
Deloitte LLP
Hill House
1 Little New Street
London EC4A 3TR
Shareholder information
Share price
The Company's Ordinary Shares are listed on the London Stock
Exchange.
Change of address
Communications with shareholders are mailed to the addresses
held on the share register. In the event of a change of address or
other amendment, please notify the Company's Registrar under the
signature of the registered holder.
Investment Manager
The Company is advised by Alpha Real Capital LLP which is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom.
Financial Calendar
Financial reporting Reporting/Meeting dates
---------------------------------------- ------------------------
Half year report 19 August 2016
---------------------------------------- ------------------------
Trading update statement (Q3) 11 November 2016
---------------------------------------- ------------------------
Annual report and accounts announcement 10 March 2017
---------------------------------------- ------------------------
Annual report published 31 March 2017
---------------------------------------- ------------------------
Annual General Meeting 28 April 2017
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR BLGDIBGBBGLI
(END) Dow Jones Newswires
August 19, 2016 02:00 ET (06:00 GMT)
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