18 November 2015
PICTON ZDP
LIMITED
(The
“Company”)
HALF YEAR
RESULTS
Picton ZDP Limited (LSE: PCTZ), announces its half year results
for the six month period to 30 September
2015.
The Company’s principal objective is to provide Zero Dividend
Preference Shares with a predetermined final capital entitlement.
It is recommended that these accounts are read in conjunction with
those of its parent, Picton Property Income Limited, also issued
today.
For further information:
Tavistock
Jeremy Carey/James Verstringhe, 020 7920 3150,
jverstringhe@tavistock.co.uk
Picton Capital Limited
Michael Morris, 020 7011 9980,
michael.morris@picton.co.uk
The Company Secretary
Northern Trust International Fund Administration Services
(Guernsey) Limited
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3QL
David Sauvarin, 01481 745 529, team_picton@ntrs.com
Note to Editors
The Company’s principal investment objective is to provide the
holders of the zero dividend preference shares with a predetermined
final capital entitlement in October
2016.
Picton ZDP Limited is a wholly owned subsidiary of Picton
Property Income Limited (‘Picton’). Picton is an income focused,
internally managed Investment Company listed on the London Stock
Exchange. Picton can invest both directly and indirectly in
commercial property across the United
Kingdom. With Net Assets of £393.1 million at 30 September 2015, Picton's objective is to
provide shareholders with an attractive level of income, together
with the potential for capital growth by investing in the principal
commercial property sectors.
www.picton.co.uk
Interim Management Report
Picton ZDP Limited (“the Company”) is a Guernsey registered
company established on 2 September
2012 and is a wholly owned subsidiary of Picton Property
Income Limited (“the Parent”), which is a closed ended investment
company incorporated in Guernsey.
The Company’s principal investment objective is to provide the
holders of the zero dividend preference shares (“ZDP shares”) with
a predetermined final capital entitlement.
On repayment, ZDP shareholders are entitled to receive an amount
equal to 100 pence per share
increased daily at an equivalent annual rate of 7.25% per annum.
The ZDP shares’ maturity date is 15 October
2016 and the final capital entitlement will be 132.2 pence per ZDP share.
The Parent has entered into a Contribution Agreement with the
Company to provide an undertaking to pay any costs and expenses
incurred by the Company and to enable the Company to meet its
payment obligations in respect of the ZDP shares. Although the
Parent has entered into an undertaking to meet all liabilities as
they fall due it is important to note that all risks are borne by
the ZDP shareholders, who are not guaranteed to receive their full
capital entitlement.
The Company’s ZDP shares mature on 15
October 2016. The Company has entered into a Contribution
Agreement with the Parent whereby the Parent has provided an
undertaking to enable the Company to meet it’s payment obligations
in respect of the ZDP shares. The financial statements have been
prepared on a going concern basis on the grounds that the Parent
will continue to provide support to the Company under the
Contribution Agreement.
Statement of Directors’
Responsibilities
The Directors confirm to the best of their knowledge that:
(a) the condensed set
of financial statements have been prepared in accordance with IAS
34 ‘Interim Financial Reporting’;
(b) the Interim
Management Report includes a fair review of the information
required by Disclosure and Transparency Rule 4.2.7R, being an
indication of important events during the first six months of the
financial year, a description of principal risks and uncertainties
for the remaining six months of the year, and their impact on the
condensed set of financial statements; and
(c) the Interim
Management Report includes a fair review of the information
required by Disclosure and Transparency Rule 4.2.8R, being related
party transactions that have taken place in the first six months of
the current financial year and that have materially affected the
financial position or performance of the Company.
Robert Sinclair
Director
17 November 2015
INDEPENDENT REVIEW REPORT TO PICTON
ZDP LIMITED (“the Company”)
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 September 2015, which
comprises the Condensed Statement of Comprehensive Income, the
Condensed Statement of Changes in Equity, the Condensed Balance
Sheet and the related explanatory notes. We have read the other
information contained in the Interim Report and considered whether
it contains any apparent misstatements or material inconsistencies
with the information in the condensed set of financial
statements.
This report is made solely to the Company in accordance with the
terms of our engagement to assist the Company in meeting the
requirements of the Disclosure and Transparency Rules ("the DTR")
of the UK's Financial Conduct Authority ("the UK FCA"). Our review
has been undertaken so that we might state to the Company those
matters we are required to state to it in this 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
for our review work, for this report, or for the conclusions we
have reached.
Directors' responsibilities
The Half Year Report is the responsibility of, and has been
approved by, the Directors. The Directors are responsible for
preparing the Half Year Report in accordance with the DTR of the UK
FCA.
As disclosed in note 2, the annual financial statements of the
Company are prepared in accordance with International Financial
Reporting Standards. The condensed set of financial statements
included in this Half Year Report has been prepared in accordance
with IAS 34 ‘Interim Financial Reporting’.
Our responsibility
Our responsibility is to express to the Company a conclusion on
the condensed set of financial statements in the Half Year Report
based on our review.
Scope of review
We conducted our review in accordance with International
Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial
Information Performed by the Independent Auditor of the Entity
issued by the Auditing Practices Board for use in the UK. 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 Report for the six months ended 30 September 2015 is not prepared, in all
material respects, in accordance with IAS 34 and the DTR of the UK
FCA.
Neale D Jehan
For and on behalf of KPMG Channel
Islands Limited
Chartered Accountants
Guernsey
17 November
2015
Financial statements
Condensed Statement of Comprehensive Income
For the half year ended 30 September 2015 |
|
|
|
6
months ended 30 September 2015 |
6
months ended 30 September 2014 |
Year
ended
31 March 2015 |
|
|
Note |
Unaudited |
Unaudited |
Audited |
|
|
|
£000 |
£000 |
£000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
Administration
expenses |
3 |
(5) |
(5) |
(10) |
|
Other operating
expenses |
|
(12) |
(8) |
(16) |
|
Result from
operating activities |
|
(17) |
(13) |
(26) |
|
|
|
|
|
|
|
Financing |
|
|
|
|
|
Finance costs |
|
(1,025) |
(962) |
(1,949) |
|
Total finance
costs |
|
(1,025) |
(962) |
(1,949) |
|
|
|
|
|
|
|
Tax |
4 |
- |
- |
- |
|
|
|
|
|
|
|
Total comprehensive
loss for the period/year |
|
(1,042) |
(975) |
(1,975) |
|
There is no comprehensive income other than the loss for the
period.
Notes 1 to 9 form part of these financial statements.
Condensed Statement of Changes in Equity
For the half year ended 30 September 2015 |
|
|
|
|
|
|
|
Note |
Share
Capital |
Capital Contribution |
Accumulated Loss |
Total |
|
|
£000 |
£000 |
£000 |
£000 |
|
|
|
|
|
|
Balance as at
31 March 2014 |
|
- |
3,083 |
(3,083) |
- |
Total comprehensive
loss for the period |
|
- |
- |
(975) |
(975) |
Contribution by Parent
company |
5 |
- |
975 |
- |
975 |
Balance as at
30 September 2014 |
|
- |
4,058 |
(4,058) |
- |
Total comprehensive
loss for the period |
|
- |
- |
(1,000) |
(1,000) |
Contribution by Parent
company |
5 |
- |
1,000 |
- |
1,000 |
Balance as at
31 March 2015 |
|
- |
5,058 |
(5,058) |
- |
Total comprehensive
loss for the period |
|
- |
- |
(1,042) |
(1,042) |
Contribution by Parent
company |
5 |
- |
1,042 |
- |
1,042 |
Balance as at
30 September 2015 |
|
- |
6,100 |
(6,100) |
- |
Notes 1 to 9 form part of these financial statements.
Condensed Balance Sheet
As at 30 September 2015 |
|
|
|
30
September 2015 |
30
September 2014 |
31 March
2015 |
|
|
Unaudited |
Unaudited |
Audited |
|
Note |
£000 |
£000 |
£000 |
|
|
|
|
|
Non-current
assets |
|
|
|
|
Amount due from parent
company |
5 |
26,891 |
24,876 |
25,864 |
Other assets |
|
7 |
190 |
98 |
Total non-current
assets |
|
26,898 |
25,066 |
25,962 |
|
|
|
|
|
Current
assets |
|
|
|
|
Other assets |
|
183 |
182 |
183 |
Total current
assets |
|
183 |
182 |
183 |
|
|
|
|
|
Total assets |
|
27,081 |
25,248 |
26,145 |
|
|
|
|
|
Non-current
liabilities |
|
|
|
|
Zero dividend
preference shares |
6 |
(27,068) |
(25,238) |
(26,134) |
Total non-current
liabilities |
|
(27,068) |
(25,238) |
(26,134) |
|
|
|
|
|
Current
liabilities |
|
|
|
|
Accounts payable and
accruals |
|
(13) |
(10) |
(11) |
Total current
liabilities |
|
(13) |
(10) |
(11) |
|
|
|
|
|
Total liabilities |
|
(27,081) |
(25,248) |
(26,145) |
|
|
|
|
|
Net assets |
|
- |
- |
- |
|
|
|
|
|
Equity |
|
|
|
|
Share capital |
7 |
- |
- |
- |
Capital
contribution |
|
6,100 |
4,058 |
5,058 |
Accumulated loss |
|
(6,100) |
(4,058) |
(5,058) |
Total
equity |
|
- |
- |
- |
|
|
|
|
|
|
These financial statements were approved by the Board of
Directors on 17 November 2015 and
signed on its behalf by:
Robert Sinclair
Director
Notes 1 to 9 form part of these financial statements.
Notes to the Condensed Financial Statements
For the half year ended 30 September 2015
1.
General information
Picton ZDP Limited (the “Company”) was incorporated on
2 September 2012 and is registered in
Guernsey. The Company is a wholly owned subsidiary of Picton
Property Income Limited (the “Parent”), which is an investment
company registered in Guernsey. The financial statements are
prepared for the period from 1 April
2015 to 30 September 2015,
with unaudited comparatives for the period from 1 April 2014 to 30
September 2014. Comparatives are also provided from the
audited financial statements for the year ended 31 March 2015.
These financial statements are presented in pounds sterling,
being the currency of the primary economic environment in which the
Company operates.
2.
Significant accounting policies
Basis of accounting
The financial statements have been prepared in accordance with
IAS 34 ‘Interim Financial Reporting’. They do not include all of
the information required for full annual financial statements, and
should be read in conjunction with the financial statements of the
Company as at and for the year ended 31
March 2015.
The accounting policies applied by the Company in these
financial statements are the same as those applied by the Company
in its financial statements as at and for the year ended
31 March 2015.
The annual financial statements of the Company are prepared in
accordance with International Financial Reporting Standards
(“IFRS”) as issued by the IASB. There have been no significant
changes to management judgement and estimates.
The Company’s ZDP shares mature on 15
October 2016. The Company has entered into a Contribution
Agreement with the Parent whereby the Parent has provided an
undertaking to enable the Company to meet it’s payment obligations
in respect of the ZDP shares. The financial statements have been
prepared on a going concern basis on the grounds that the Parent
will continue to provide support to the Company under the
Contribution Agreement.
Segmental reporting
The Directors are of the opinion that the Company is engaged in
a single economic and geographic segment of business, primarily
being the raising of funds in order to provide financing to the
Parent.
Statement of cash flows
No Cash Flow Statement is presented as all funding activities
are provided by the Parent.
Financial risk management
The Company’s financial risk management policies are consistent
with those disclosed in the financial statements as at and for the
year ended 31 March 2015.
3.
Administration expenses
|
6 months ended 30
September 2015 |
6 months ended 30
September 2014 |
Year
ended
31 March
2015 |
|
£000 |
£000 |
£000 |
Administration
fees |
5 |
5 |
10 |
The Company receives administration services from Picton Capital
Limited, a fellow subsidiary of Picton Property Income Limited. The
fees payable are fixed at £10,000 per annum.
4.
Tax
The Company is exempt from Guernsey income tax under the Income
Tax (Exempt Bodies) (Guernsey) Ordinance 1989 and is charged an
annual exemption fee of £1,200.
5.
Amounts due from parent company
|
6 months ended 30
September 2015 |
6 months ended 30
September 2014 |
Year
ended 31 March 2015 |
|
£000 |
£000 |
£000 |
Balance at start of
period/year |
25,864 |
23,919 |
23,919 |
Additions under
contribution agreements |
1,042 |
975 |
1,975 |
Repayments |
(15) |
(18) |
(30) |
Balance at end of
period/year |
26,891 |
24,876 |
25,864 |
Funds raised through the ZDP share issue, after the deduction of
issue costs of £729,000, totalled £21,271,000. These funds have
been transferred to the Parent as a non-interest bearing loan
repayable on demand according to the Loan Agreement dated
12 September 2012.
On 12 September 2012, the Company
entered into a Contribution Agreement with the Parent. The
agreement provides an undertaking by the Parent to pay any costs
and expenses incurred by the Company in respect of its operation
and the continuation of its business and to enable the Company to
meet its payment obligations in respect of the ZDP shares. The
Parent has agreed to support the Company’s obligations and has
agreed to certain protections to ensure the Parent does not make
distributions or returns of capital without retaining sufficient
capital to meet its obligations to the Company. During the period,
the Parent provided an undertaking of costs totalling £1,042,000,
of which £15,000 was settled by the Parent during the period.
The Directors believe the carrying amount due from the Parent
approximates its fair value.
6.
Zero dividend preference shares
|
6 months ended 30
September 2015 |
6 months ended 30
September 2014 |
Year
ended
31 March
2015 |
|
£000 |
£000 |
£000 |
Balance at start of
period/year |
26,134 |
24,368 |
24,368 |
Capital additions |
934 |
870 |
1,766 |
Balance at end of
period/year |
27,068 |
25,238 |
26,134 |
The Company issued 22,000,000 zero dividend preference shares
(“ZDP shares”) at 100 pence per
share. The ZDP shares have an entitlement to receive a fixed cash
amount on 15 October 2016, being the
maturity date, but do not receive any dividends or income
distributions. Additional capital accrues to the ZDP shares on a
daily basis at a rate equivalent to 7.25% per annum, resulting in a
final capital entitlement of 132.2
pence per share. The ZDP shares are listed on the London
Stock Exchange.
For the period the Company has accrued for £934,000 of
additional capital (30 September
2014: £870,000, 31 March 2015:
£1,766,000). The total amount repayable at maturity is
£29,114,000.
The ZDP shares do not carry the right to vote at general
meetings of the Company, although they carry the right to vote as a
class on certain proposals which would be likely to materially
affect their position. In the event of a winding-up of the Company,
the capital entitlement of the ZDP shares (except for any
undistributed revenue profits) will rank ahead of ordinary shares
but behind other creditors of the Company.
The fair value of the ZDP shares at 30
September 2015, based on the quoted market price at that
date, was £28,022,000 (30 September
2014: £27,665,000, 31 March
2015: £27,720,000). The fair value of the ZDP shares is
classified as level 1 under the hierarchy of fair value
measurements.
7.
Share capital
The Company has one class of share which carries no right to
fixed income. The authorised share capital of the Company is one
ordinary share issued at £1. On 2 September
2012, the Company issued one ordinary share at par
value.
8.
Controlling and related parties
The Company is wholly owned by Picton Property Income Limited
(the “Parent”), a Guernsey registered company. The Parent is
therefore the immediate and ultimate controlling party.
On 12 September 2012, the Parent
entered a Contribution Agreement with the Company to provide an
undertaking to pay any costs and expenses incurred in respect of
the operation and continuation of the Company’s business. As at
30 September 2015, the Parent owed
£5,620,000 to the Company under the Contribution Agreement
(30 September 2014: £3,605,000,
31 March 2015: £4,598,000).
The Company also entered into a non-interest bearing Loan
Agreement with the Parent dated 12 September
2012. As at 30 September 2015,
the Parent owed £21,271,000 to the Company under the Loan Agreement
(30 September 2014 and 31 March 2015: £21,271,000).
Picton Capital Limited, a fellow subsidiary of the Parent, was
paid administration expenses in the period of £5,000 by the
Company. As at 30 September 2015, the
Company owed £2,500 to Picton Capital Limited.
The Directors are all directors of the Parent and received no
remuneration for their services to the Company during the
period.
9.
Events after the reporting date
There are no subsequent events requiring disclosure in these
financial statements.