TIDMRES
RNS Number : 5232D
Rugby Estates PLC
17 May 2012
17 May 2012
RUGBY ESTATES PLC
("Rugby"/ "Group"/ "Company")
Final Results for the year ended 31 January 2012
Rugby Estates Plc, the property and asset management group,
today announces results for the year ended 31 January 2012.
Highlights:
-- Loss before tax of GBP3.2 million (2011: profit of GBP2.4 million)
-- GBP4.6 million returned to shareholders bringing total cash
returned to shareholders since 1 February 2009 to GBP45.4
million
-- Continued progress with strategy of orderly realisation of
assets, with property sales raising GBP4.8 million during the year
and a further GBP4.7 million of sales since the year end
-- Planning consent achieved for food retailing at industrial
holding in Surbiton, Surrey enabling a lease to be completed for a
Tesco Metro store
-- Resolution to grant planning consent received for 67
dwellings and 14 small business units at Chilton Trinity,
Bridgwater, Somerset
-- Expected return to shareholders of 440p to 480p per share on
liquidation of the Company, based on current estimates, of which a
return of cash to shareholders of 250p per share is being announced
today
David Tye, Chairman, commented:
"The past year has seen continued progress with our planned
realisation of value from the business and return of cash to
shareholders, and we have now distributed GBP45.4 million as part
of this process. We will continue to pursue this strategy in order
to generate the maximum return from our remaining portfolio, while
implementing measures to reduce cash expenditure. Your Board is
exploring alternatives, but if none of these leads to a better
outcome for shareholders we consider it likely that we will seek
shareholders' consent to a delisting of the Company's shares from
trading on AIM within the next few months followed by a formal
solvent liquidation within the next 12 months.
"A final statistic: a shareholder subscribing for 1000 shares at
115p at our IPO in April 1994 and selling the remaining 144 shares
at 450p in April 2012 would have achieved an internal rate of
return from dividends and returns of cash on their investment of
10.2% per annum over the 18 year period. An investment in the FTSE
100 index with income reinvested in the index would have produced
an annualised return of 7.4% over the same period."
For further information:-
David Tye, Chairman Rugby Estates 020 7016 0050
Andrew Wilson, Chief Executive
www.rugbyestates.plc.uk
Stephanie Highett
Dido Laurimore
Will Henderson FTI Consulting 020 7831 3113
Simon Bennett
Katy Birkin
Laura Littley Fairfax I.S. PLC 020 7598 5368
MANAGEMENT STATEMENT
Results
The result for the year ended 31 January 2012 was a loss before
tax of GBP3.2 million (2011: GBP2.4 million profit). Total
comprehensive expense for the year, which includes taxation and
changes in the fair value of our co-investments, was GBP3.4 million
(2011: GBP0.5 million income).
In December 2008, following a strategic review, the Board
announced its intention to realise the Group's direct property
holdings and return the cash generated to shareholders. As
discussed below, in order to optimise shareholder value, the Board
is looking at various restructuring alternatives and at present
considers it likely that shareholders' consent will be sought to
put the Company into solvent liquidation within the next 12 months.
In accordance with current accounting regulations the financial
statements for the year ended 31 January 2012 have therefore not
been prepared on a going concern basis, although the only
adjustments in the financial statements are to increase the
depreciation charge by GBP0.2 million and to amend narrative
disclosures.
In previous years we have reported triple net assets per share
("NNNAPS") as a key performance indicator ("KPI") to enable
shareholders to assess changes in underlying net assets at
estimated market value. This was based on the statements of
financial position which were prepared on a going concern basis.
Accordingly, NNNAPS did not represent the amount that shareholders
would receive on a liquidation of the Company as no allowance was
made for costs such as asset disposal fees, termination of
employment and other contracts, liquidators' fees and
administration expenses during any winding up period. The Directors
now consider the most important KPI for shareholders to be an
estimate of what value shareholders may expect to receive on a
liquidation of the Company. On the basis of current expectations
this is between 440p and 480p per share, as compared to the range
of 450p to 500p we reported in the Interim Management Statement in
February 2012.
During the year, the Group continued with its programme of
disposals into an increasingly difficult market for secondary
assets with the result that, in total, GBP4.8 million was realised
from property sales. In addition, cash realised from co-investments
amounted to GBP2.0 million. A further GBP4.7 million of property
sales have been contracted since 31 January 2012, bringing total
disposals since 31 January 2009 to GBP34.5 million. In August 2011,
the Company returned a further GBP4.6 million of cash to
shareholders, bringing total cash payments to shareholders over the
past three years to GBP45.4 million.
Since the Board's decision to return cash to shareholders in
December 2008, the holder of one hundred ordinary shares in the
Company at 31 January 2009, when their market value was GBP213, has
received GBP270 in cash and now holds 14 new ordinary shares with a
market value as at 31 January 2012 of GBP60, an increase of 55%
over the three year period.
Rugby Capital
During the year, appetite for investment properties which are
outside of central London or not let on long leases to strong
tenants weakened further and no improvement in this situation is in
sight. These are not the best of conditions in which to realise the
Group's residual portfolio and we have found that prices achieved
in a very thin market may be less than the last formal valuations.
The letting market is also very challenging and whilst tenant
default and bad debts have not been a major problem, a number of
tenants have exercised break clauses or not renewed their leases at
expiry. There is little reason to believe that market conditions
will improve materially in the next 12 months and so, in order to
restructure and return cash to shareholders as quickly as possible,
the Directors continue to focus on realising the whole portfolio in
the near term and certainly by the end of 2012.
The principal properties sold during the year, realising GBP4.8
million, were:
-- Staines, Moor Lane
-- Portsmouth, Gunstore Road
-- London E15, Romford Road, Stratford
-- Harlow, Printers Way - one further unit
In December 2011, we were pleased to announce that planning
consent had been achieved for food retailing at our industrial
holding in Surbiton, enabling a lease to be completed to Tesco for
a "Tesco Metro" store, and that a resolution to grant planning
consent had been received for the redevelopment of our industrial
site at Chilton Trinity, Bridgwater, Somerset to provide 67
dwellings and 14 small business units. Achieving these consents
added significantly to the value and saleability of these
properties. Unfortunately, the additional value created has been
more than outweighed by the deterioration in the values achieved in
respect of the residual secondary properties which were sold during
the period.
The portfolio as at 31 January 2012 comprised:
-- London E1, Mansell Street (office) - sale completed 13 March 2012
-- Surbiton, Hook Road (retail)
-- Harlow, Printers Way (industrial) - one unit remaining
-- Maidenhead, King Street (retail/residential) - sale completed 15 May 2012
-- Bath, Alexander House (office) - sale completed 5 April 2012
-- Bridgwater, Chilton Trinity (residential development land)
-- Birmingham, Edgbaston, Highfield Road (office)
-- Birmingham, Edgbaston, George Road Portfolio (offices)
o 36/38 George Road - sale completed 19 March 2012
o The Cloisters
o Apex House
The Directors estimate the sale value of the portfolio as at 31
January 2012, before deducting selling expenses and other costs
expected to be incurred prior to sale, to be GBP12.8 million, of
which GBP4.7 million has subsequently been realised on sales. All
properties other than the development land at Chilton Trinity,
Bridgwater were valued by CB Richard Ellis at GBP9.7 million as at
31 January 2012. The Directors have estimated the sale value of the
Chilton Trinity site based on the sale agent's advice.
The remaining properties have been or are currently being
marketed. A marketing process to housebuilders is in progress for
the Chilton Trinity site. The final industrial unit in Harlow is
being marketed for sale with vacant possession on the expiry of the
current lease in September 2012. The two remaining properties in
Edgbaston are substantially vacant and are being marketed for sale.
Sales of the Surbiton property and Highfield Road, Edgbaston had
been agreed but did not proceed. These properties will now be
remarketed. Any properties which remain unsold after a reasonable
marketing period may ultimately be offered for sale at auction in
order to bring the portfolio realisation to a conclusion.
Excluding income from subletting the Group's leased own offices,
gross rental income for the year under review was GBP1.4 million
and net income after direct expenses including empty rates and
other void costs was GBP0.9 million. The annual rental income
before outgoings from the directly-owned portfolio as at 31 January
2012 was GBP0.9 million. The estimated rental value ("ERV") was
GBP1.3 million, reflecting the fact that a significant proportion
of the remaining properties in the portfolio at that date were
vacant and non-income producing. Following the sales made since the
year end, annualised net rental income, after deducting outgoings
on vacant space, as at 16 May 2012 was GBP0.1 million.
Rugby Asset Management ("RAM")
Fee income for the year arising from management of our
co-investments was GBP1.3 million (2011: GBP2.6 million), of which
GBP1.0 million was derived from O Twelve Estates Limited ("O
Twelve") and GBP0.3 million from ING Covent Garden Limited
Partnership ("CGLP"). The previous year included GBP1.1 million in
respect of Rugby Estates Investment Trust Plc which, following that
company's acquisition by ING Real Estate Income Trust in May 2010,
was non-recurring. Fee income for the current 2012/13 financial
year will further reduce significantly as fee income from CGLP will
not be material. O Twelve will also have an opportunity to review
RAM's appointment in June 2012.
Considerable effort has been put into trying to generate new
asset management business. This has been hampered by the sector
being overcrowded, the Group not having the resources available to
make a significant co-investment, our own transparency as a quoted
company and potential investors' return expectations leaving little
potential upside for the manager.
Financing
The Group had no borrowings during the year and is unlikely to
have any reason to take on borrowings in the foreseeable
future.
Distributions
Cash realised from disposals is being returned to shareholders
on a periodic basis. In order to comply with company law and to
provide shareholders with some flexibility of taxation treatment,
certain formal procedures are required. Accordingly, returns of
cash to shareholders are only made when economically viable amounts
have accumulated.
During the year, a total of GBP4.6 million was returned to
shareholders, bringing the total cash returned to shareholders
since 1 February 2009 to GBP45.4 million, equivalent to 270p for
each share held on 1 February 2009 when the share price was
213p.
Outlook
As a result of property sales since 31 January 2012, the Group
held free cash balances as at 16 May 2012 amounting to GBP7.7
million. A further return of cash to shareholders of 250p per
share, which will absorb GBP6.4 million, is being announced
today.
With the planned liquidation of the Group's portfolio now
nearing completion and the consequent significant reduction in the
Group's scale of operations, the Directors are considering how best
to optimise shareholder value. The Group will continue with the
disposal of the remaining Rugby Capital properties and, in the
absence of a preferable alternative arising within the next few
months, the Directors consider it likely that they will seek
shareholder approval to put the Company and its subsidiaries into
Members Voluntary Liquidation within the next 12 months. Prior to
this, action is being taken to substantially reduce overhead costs.
The Executive Directors have agreed to reduce their salaries for 12
months from 1 June 2012 to one third of their present levels. There
will be a reduction in staffing levels with all of the Group's
employees having been put on notice that their jobs are at risk of
redundancy.
The Directors consider the most important KPI for shareholders
to be an estimate of what value shareholders may expect to receive
on a liquidation of the Company. On the basis of current
expectations this is between 440p and 480p per share. The
calculation of this and the factors affecting the eventual out-turn
are set out in note 11. Shareholders should be aware that despite
the actions being taken it is not possible to predict accurately
the final cash returns to shareholders as in the present economic
climate the risks are principally on the downside and in the event
of a liquidation of the Company and its subsidiaries it may take
some years before a liquidator can complete the distribution
process.
It is with sadness that I sign off what is almost certainly my
final annual results statement for Rugby Estates Plc as a public
company and I thank my colleagues both past and present for their
efforts over the past three decades since I started Rugby
Securities in 1980. Your Board is exploring alternatives, but if
none of these leads to a better outcome for shareholders we
consider it likely that we will seek shareholders' consent to a
delisting of the Company's shares from trading on AIM within the
next few months followed by a formal solvent liquidation within the
next 12 months.
A final statistic: a shareholder subscribing for 1000 shares at
115p at our IPO in April 1994 and selling the remaining 144 shares
at 450p in April 2012 would have achieved an internal rate of
return from dividends and returns of cash on their investment of
10.2% per annum over the 18 year period. An investment in the FTSE
100 index with income reinvested in the index would have produced
an annualised return of 7.4% over the same period.
DAVID TYE
Chairman
17 May 2012
Group Statement of Comprehensive Income
For the year ended 31 January 2012
2012 2011
Notes GBP'000 GBP'000
------------------------------------------------------ ------ --------- ---------
Sales of properties 4,767 18,148
Rental income 1,406 2,368
Fees receivable 1,309 2,586
Revenue 7,482 23,102
------------------------------------------------------ ------ --------- ---------
Direct costs of:
Sales of properties (3,967) (18,391)
Net realisable value adjustment to inventory (3,114) (311)
Rental income (551) (367)
Fees receivable (10) (17)
Direct costs (7,642) (19,086)
------------------------------------------------------ ------ --------- ---------
Administrative expenses (3,231) (4,816)
Other operating income 240 -
Gains and losses on financial assets:
- distributions received 2,084 1,277
- unrealised impairment losses (2,130) (2)
- gains previously recognised in other comprehensive
income - 1,797
Finance costs - (2)
Finance revenue 28 160
Share of post-tax results of associates - 11
(Loss) / profit before taxation (3,169) 2,441
Income tax credit / (charge) 35 (63)
(Loss) / profit for the year attributable
to equity holders of the parent (3,134) 2,378
------------------------------------------------------ ------ --------- ---------
Other comprehensive income
Fair value losses on financial assets (259) (69)
Gains realised on disposal - (1,797)
Other comprehensive expense for the year
(net of tax) (259) (1,866)
------------------------------------------------------ ------ --------- ---------
Total comprehensive (expense) / income for
the year attributable to equity holders of
the parent (3,393) 512
------------------------------------------------------ ------ --------- ---------
Basic and diluted (loss) / earnings per share
(2011: restated) 5 (124.9)p 96.7p
Company number 2548935
Group Statement of Financial Position
As at 31 January 2012
2012 2011
Notes GBP'000 GBP'000
--------------------------------------------- ------ -------- --------
Non-current assets
Financial assets 6 328 2,717
--------------------------------------------- ------ -------- --------
Total co-investments 328 2,717
Property, plant and equipment 36 259
Total non-current assets 364 2,976
--------------------------------------------- ------ -------- --------
Current assets
Property inventories 7 11,436 18,018
Trade and other receivables 1,610 942
Current tax assets 11 26
Cash and short term deposits 8 4,580 4,894
--------------------------------------------- ------ -------- --------
Total current assets 17,637 23,880
--------------------------------------------- ------ -------- --------
Total assets 18,001 26,856
--------------------------------------------- ------ -------- --------
Current liabilities
Trade and other payables 2,666 3,649
Provisions 68 -
--------------------------------------------- ------ -------- --------
Total current liabilities 2,734 3,649
--------------------------------------------- ------ -------- --------
Non-current liabilities
Deferred taxation - 10
--------------------------------------------- ------ -------- --------
Total non-current liabilities - 10
--------------------------------------------- ------ -------- --------
Total liabilities 2,734 3,659
--------------------------------------------- ------ -------- --------
Net assets 15,267 23,197
--------------------------------------------- ------ -------- --------
Equity
Called up share capital 10 331 428
Own shares held for
AESOP (140) (121)
Share premium account 6,094 8,189
Capital redemption reserve 4,402 4,402
Unrealised gains and losses - 259
Retained earnings 4,580 9,384
LTIP reserve - 656
--------------------------------------------- ------ -------- --------
Shareholders' equity 15,267 23,197
--------------------------------------------- ------ -------- --------
Group Statement of Changes in Equity
For the year ended 31 January 2012
Share Share Capital Retained Unrealised LTIP Own Total
capital premium redemption earnings gains reserves shares share-holders'
account reserve and losses held equity
for
AESOP*
Group GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 February
2010 1,714 19,735 4,402 19,600 2,125 1,324 (150) 48,750
Total
comprehensive
income
for the
year - - - 2,378 (1,866) - - 512
AESOP*
shares
purchased - - - - - - (58) (58)
AESOP*
shares
charged
to income
statement - - - - - - 87 87
Share options
exercised 7 113 - - - - - 120
LTIP**
charged
to income
statement - - - - - 346 - 346
LTIP**
grant vested - - - 690 - (1,014) - (324)
Reduction
of capital (1,293) - - 1,293 - - - -
Reduction
of share
premium - (11,659) - 11,659 - - - -
Return
of cash
2 September
2010 - - - (20,079) - - - (20,079)
Return
of cash
31 January
2011 - - - (6,157) - - - (6,157)
At 31 January
2011 428 8,189 4,402 9,384 259 656 (121) 23,197
Total
comprehensive
expense
for the
year - - - (3,134) (259) - - (3,393)
AESOP*
shares
purchased - - - - - - (72) (72)
AESOP*
shares
charged
to income
statement - - - - - - 53 53
LTIP**
charged
to income
statement - - - - - 71 - 71
LTIP**
grant vested 13 - - 727 - (727) - 13
Reduction
of capital (110) - - 110 - - - -
Reduction
of share
premium - (2,095) - 2,095 - - - -
Return
of cash
18 August
2011 - - - (4,602) - - - (4,602)
At 31 January
2012 331 6,094 4,402 4,580 - - (140) 15,267
* AESOP - the Group's All Employee Share Ownership Plan.
** LTIP - the Group's Long Term Incentive Plan
Group Statement of Cash Flows
For the year 31 January 2012
2012 2011
Notes GBP'000 GBP'000
-------------------------------------------------- ------- -------- ---------
Cash flows from operating activities before
changes in working capital (2,801) (307)
Decrease in property inventories 6,582 17,827
(Increase) / decrease in receivables (662) 1,180
(Decrease) / increase in payables (915) 875
----------------------------------------------------------- -------- ---------
Cash generated from operations 2,204 19,575
Finance costs - (2)
Finance revenue 22 157
Tax received 40 1,448
----------------------------------------------------------- -------- ---------
Cash flows from operating activities 2,266 21,178
----------------------------------------------------------- -------- ---------
Cash flows from investing activities
Dividends received from associates - 13
Proceeds from sale of financial assets - 3,144
Distributions received from financial assets 2,084 1,277
Purchase of interests in financial assets - (126)
Purchase of property, plant, equipment (3) (4)
Cash flows from investing activities 2,081 4,304
----------------------------------------------------------- -------- ---------
Cash flows from financing activities
LTIP grant vested - (324)
Shares issued 13 120
Purchase of own shares by AESOP (72) (58)
Return of capital to shareholders (4,602) (26,236)
----------------------------------------------------------- -------- ---------
Cash flows from financing activities (4,661) (26,498)
----------------------------------------------------------- -------- ---------
Net decrease in cash and cash equivalents (314) (1,016)
Cash and cash equivalents at start of period 4,894 5,910
----------------------------------------------------------- -------- ---------
Cash and cash equivalents at end of period 4,580 4,894
----------------------------------------------------------- -------- ---------
2012 2011
Reconciliation of cash flows from operating activities GBP'000 GBP'000
(Loss) / profit before taxation (3,169) 2,441
Gains realised on financial assets - (1,797)
Income from investments (2,084) (1,277)
Share of results of Associate - (11)
Finance costs - 2
Finance revenue (28) (160)
Share based payment charge - LTIP 71 346
Share based payment charge - AESOP 53 87
Depreciation 223 59
Loss on disposal of property, plant and equipment 3 1
Unrealised impairment losses on financial assets 2,130 2
----------------------------------------------------------- -------- ---------
Cash flows from operating activities before changes
in working capital (2,801) (307)
NOTES TO THE FINANCIAL INFORMATION
1. Status of Financial Information
The financial information set out in this announcement does not
constitute the Group's statutory accounts for the years to 31
January 2012 or 31 January 2011 but is derived from the Group's
Annual Report. Statutory accounts for the years ended 31 January
2012 and 31 January 2011 have been reported on by the Independent
Auditors. The Independent Auditors' Report on the Financial
Statements for 2012 and 2011 were both unqualified and did not
contain a statement under section 498(2) or 498(3) of the Companies
Act 2006. In their report on the 2012 financial statements the
Auditors drew attention by way of emphasis of matter to those
financial statements having been prepared other than on a going
concern basis as described below in note 2.
Statutory accounts for the year ended 31 January 2011 have been
filed with the Registrar of Companies. The statutory accounts for
the year ended 31 January 2012 will be delivered to the Registrar
in due course.
The Annual Report, which will contain the financial statements
for the year ended to 31 January 2012 and the notice of Annual
General Meeting, will be posted to shareholders by 25 May 2012 and
will also be available on the Company's website
www.rugbyestates.plc.uk from that date.
2. Basis of Preparation
In preparing the financial information in this announcement the
Group has applied accounting policies in accordance with
International Financial Reporting Standards (IFRSs) as adopted by
the European Union. The financial statements are prepared on the
historical cost basis, except that investments and derivative
financial instruments are stated at fair value.
With the planned disposal of the Group's property portfolio now
nearing completion and the consequent significant reduction in the
Group's scale of operations, the Directors are considering how best
to optimise shareholder value. In the absence of a preferable
alternative arising within the next few months, the Directors
consider it likely that they will seek shareholder approval to put
the Company and its subsidiaries into Members Voluntary Liquidation
within the next 12 months. Accordingly, as required by IAS 1.25 and
as permitted by SI 2008/420 Schedule 1 (10)(2), the Directors have
prepared the financial statements on the basis that the Company is
no longer a going concern.
The Directors have reviewed the Group's assets and accordingly
have written the carrying value of Property, Plant and Equipment
down to its short term recoverable amount. The Directors consider
the value of all the other assets disclosed in the financial
statements to be equal to their net realisable value.
The financial statements do not include any provision for costs
relating to the potential Members Voluntary Liquidation as no firm
decision had been made at 31 January 2012.
3. Segmental Analysis
The Group operates in two principal business segments. Rugby
Capital deals with the Group's property trading and development
activities including the Group's directly-owned portfolio and
collaborative ventures substantially involving the Group's equity.
Rugby Asset Management deals with the Group's co-investment and
asset management activities. The Group does not operate outside the
United Kingdom.
Rugby Rugby Asset Unallocated
Capital Management items 2012
Year ended 31 January 2012 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------------- --------- ------------ ------------ --------
Group Statement of Comprehensive
Income
Sale of properties 4,767 - - 4,767
Rental income 1,406 - - 1,406
Fees receivable - 1,309 - 1,309
--------------------------------------- --------- ------------ ------------ --------
Revenue 6,173 1,309 - 7,482
--------------------------------------- --------- ------------ ------------ --------
Profit on sales of properties 800 - - 800
Net realisable value adjustment
to inventory (3,114) - - (3,114)
Net rental income 855 - - 855
Net fees receivable - 1,299 - 1,299
Administrative expenses - - (3,231) (3,231)
Other operating income 240 - - 240
Gains and losses on financial assets - (46) - (46)
Finance revenue - - 28 28
Profit / (loss) before taxation (1,219) 1,253 (3,203) (3,169)
Rugby Rugby Asset Unallocated
Capital Management items 2012
Year ended 31 January 2012 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------------- --------- ------------ ------------ --------
Group Statement of Financial Position
Financial assets - 328 - 328
Property, plant and equipment - - 36 36
Property inventories 11,436 - - 11,436
Receivables - current 1,338 91 181 1,610
Current tax assets - - 11 11
Cash and short term deposits - - 4,580 4,580
Current liabilities (1,162) (20) (1,552) (2,734)
Non-current liabilities - - - -
--------------------------------------- --------- ------------ ------------ --------
Net assets 11,612 399 3,256 15,267
Other Segment information
Additions to property, plant and
equipment 3 3
Depreciation 223 223
All non-current assets are UK based.
29 % of Revenue was generated from one customer in respect of
the sale of one property
Rugby Rugby Asset Unallocated
Capital Management items 2011
Year ended 31 January 2011 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------------- --------- ------------ ------------ --------
Group Statement of Comprehensive
Income
Sale of properties 18,148 - - 18,148
Rental income 2,368 - - 2,368
Fees receivable - 2,586 - 2,586
--------------------------------------- --------- ------------ ------------ --------
Revenue 20,516 2,586 - 23,102
--------------------------------------- --------- ------------ ------------ --------
(Loss) on sales of properties (243) - - (243)
Net realisable value adjustment
to inventory (311) - - (311)
Net rental income 2,001 - - 2,001
Net fees receivable - 2,569 - 2,569
Administrative expenses - - (4,816) (4,816)
Share of results of associate - 11 - 11
Gains and losses on financial assets - 3,072 - 3,072
Finance costs - - (2) (2)
Finance revenue - - 160 160
Profit / (loss) before taxation 1,447 5,652 (4,658) 2,441
Rugby Rugby Asset Unallocated
Capital Management items 2011
Year ended 31 January 2011 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------------- --------- ------------ ------------ --------
Group Statement of Financial Position
Financial assets - 2,717 - 2,717
Property, plant and equipment - - 259 259
Property inventories 18,018 - - 18,018
Receivables - current 667 138 137 942
Current tax assets - - 26 26
Cash and short term deposits - - 4,894 4,894
Current liabilities (1,522) (21) (2,106) (3,649)
Non-current liabilities - - (10) (10)
--------------------------------------- --------- ------------ ------------ --------
Net assets 17,163 2,834 3,200 23,197
Other Segment information
Additions to property, plant and
equipment 4 4
Depreciation 59 59
All non-current assets are UK based.
31% of Revenue was generated from one customer in respect of the
sale of one property
4. Cash Payments to Shareholders
Amount absorbed
Payment date Per share
(pence) GBP'000
---------------------------- -------------- ---------- ----------------
Year ended 31 January 2012 18 August
(note 9) 2011 125p 4,602
---------------------------- -------------- ---------- ----------------
2 September
Year ended 31 January 2011 2010 175p 20,079
31 January
2011 115p 6,157
------------------------------------------- ---------- ----------------
26,236
------------------------------------------- ---------- ----------------
5. (Loss) / Earnings Per Ordinary Share
2012 2011
Earnings: (loss) / profit after taxation GBP(3,134,000) GBP2,378,000
Weighted average number - basic and diluted
of shares in issue (2011: restated) 2,508,800 2,458,128
- basic and diluted (124.9)
(Loss) / earnings per share (2011: restated) p 96.7p
The weighted average number of shares in issue for 2011 has been
adjusted for the 9 for 13 share capital consolidation on 3 August
2011.
There are no dilutive shares in issue.
6. Co-investments
The Group's co-investments represent investments in undertakings
for which the Group is also the principal property adviser. The
Group has investments in, and is property adviser to, ING Covent
Garden Limited Partnership and O Twelve Estates Limited. The
Group's interest in Rugby Estates Investment Trust Plc was sold on
14 May 2010. London Industrial Partnership Limited was dissolved on
6 April 2011.
Group Company
2012 2011 2012 2011
GBP'000 GBP'000 GBP'000 GBP'000
------------------------------------------- -------- -------- -------- --------
Investment in associates
London Industrial Partnership Limited
(0% interest (2011: 11.76%)
At 31 January 2011 - 2 - 2
Share of results - 11 - -
Dividend received - (13) - (2)
At 31 January 2012 - - - -
------------------------------------------- -------- -------- -------- --------
Available for sale financial assets
ING Covent Garden Limited Partnership
(6.46% interest)
At 31 January 2011 1,997 2,768 - -
Impairment charge (1,977) (771) - -
------------------------------------------- -------- -------- -------- --------
At 31 January 2012 20 1,997 - -
------------------------------------------- -------- -------- -------- --------
O Twelve Estates Limited (1.64% interest)
At 31 January 2011 720 518 - -
Acquisition of ordinary shares - 126 - -
Fair value adjustment (259) 76 - -
Impairment charge (153) - - -
At 31 January 2012 308 720 - -
------------------------------------------- -------- -------- -------- --------
Rugby Estates Investment Trust Plc (0%
interest)
At 31 January 2011 - 2,520 - -
Sale proceeds - (3,144) - -
Gain realised on disposal - 624 - -
At 31 January 2012 - - - -
------------------------------------------- -------- -------- -------- --------
Total financial assets at 31 January
2012 328 2,717 - -
------------------------------------------- -------- -------- -------- --------
Total co-investments 328 2,717 - -
------------------------------------------- -------- -------- -------- --------
The Group's investments in ING Covent Garden Limited Partnership
and O Twelve Estates Limited are classified as "available-for-sale
financial assets" in accordance with IAS 39.
The Group received cash distributions from CGLP during the year
totalling GBP2,083,808 (2011: GBP1,276,614) which have been
credited to the income statement and the resulting reduction in
carrying value has been charged to unrealised impairment losses
under gains and losses on financial assets.
7. Property Inventories
Group 2012 2011
GBP'000 GBP'000
-------------------------------------------------- -------- --------
Properties held for trading and development work
in progress 11,436 18,018
-------------------------------------------------- -------- --------
Properties held for trading and development work in progress are
shown at the lower of cost and net realisable value.
The aggregate value of these properties on an open market basis
as at 31 January 2012 was:
Market Book Market Book
value value value value
2012 2012 2011 2011
GBP'000 GBP'000 GBP'000 GBP'000
------------------------------------ -------- -------- -------- --------
Valued by CB Richard Ellis Limited
("CBRE") 9,690 9,343 18,592 16,979
Valued by the directors 3,155 2,093 1,055 1,039
------------------------------------ -------- -------- -------- --------
12,845 11,436 19,647 18,018
------------------------------------ -------- -------- -------- --------
Net realisable values of properties held for trading and
development work in progress as at 31 January 2012 were estimated
by the Directors, taking into account the valuations of certain
properties by CBRE. Market value represents the figure that would
appear in a hypothetical contract of sale between a willing buyer
and a willing seller. Market value is estimated without regard to
costs of sale. Net realisable value, takes into account costs
expected to be incurred prior to sale and sale costs of 1.5% of
market value.
8. Cash and Cash Equivalents
Included within cash and cash equivalents for both the Group and
the Company are: GBP486,000 (2011: GBP484,000) being held on a
restricted account as security against unforeseen liabilities as a
result of a corporate transaction in 2005; and GBP1,270,000 (2011:
GBP1,877,000) being held on a restricted account to protect
creditors' interests in accordance with a Court Order in connection
with the reduction of capital in August 2011. Amounts are released
from the restricted account as the specific liabilities are
discharged.
9. Reduction of Capital and Return of Cash to Shareholders
Payment of 125p per share on 18 August 2011
On 30 June 2011 the Company published a circular to shareholders
convening a General Meeting to enable a return of cash to
shareholders of 125p per share. The necessary resolutions were
passed at the General Meeting on 18 July 2011. As part of this
process, application was made to the Court for a reduction of
capital and this was confirmed by the Court on 3 August 2011.
In connection with this the following actions took place with
respect to the Company's share capital:
On 30 July 2011, five ordinary shares were issued for 410p each
in cash, thus increasing the number of Ordinary Shares of 12p in
issue to 3,681,496 in order to facilitate the share capital
consolidation.
On 3 August 2011:
i. the 3,681,496 Ordinary Shares of 12p each were subdivided
into 3,681,496 Ordinary Shares of 9p, 1,717,140 B shares of 3p each
and 1,964,356 C shares of 3p each. Shareholders had elected whether
to take B shares or C shares;
ii. the B shares were redeemed by the Company for 125p per
share, which was paid to shareholders on 18 August 2011, and
cancelled;
iii. a dividend was declared of 125p per C share, which was paid
to shareholders on 18 August 2011, and the C shares were cancelled;
and
iv. the 3,681,496 Ordinary Shares of 9p were consolidated on a
nine for thirteen basis into 2,548,728 Ordinary Shares of 13p
each.
10. Authorised and Issued Share Capital
2012 2011
GBP'000 GBP'000
Allotted, called up
and fully paid
Ordinary Shares of 12p
At 1 February 2011 each - 428
At 31 January 2012 Ordinary Shares of 13p 331 -
each
2012 2011
No. No.
Number of Ordinary Shares in issue
At 31 January 2011 (shares
of 12p) 3,569,558 11,424,993
Issued in period 111,938 48,584
18 August 2010 (into
Share capital consolidation shares of 15p) - (6,119,240)
20 January 2011 (into
shares of 12p) - (1,784,779)
3 August 2011 (into (1,132,768) -
shares of 13p)
At 31 January 2012 (shares
of 13p) 2,548,728 3,569,558
Shares held by AESOP*
- unawarded (5,655) (1,719)
Shares held by AESOP* - conditionally awarded
but not yet earned by
employees (13,337) (15,630)
Number of Ordinary Shares for calculating
basic earnings per share and net assets per
share
at period end 2,529,736 3,552,209
(restated) - 2,459,222
weighted average during the period 2,508,800 3,550,630
(restated) - 2,458,128
*AESOP - the Group's All Employee Share Ownership
Plan
11. Additional information for shareholders
31 January
Estimated Shareholder Value 31 January 2012 2011
GBPm GBPm
Net assets per statement of financial
position 15.3 23.2
Market value of property inventories 12.8 19.6
Less: property pre-sale costs (0.3) -
Less: book value of property inventories (11.4) (18.0)
Tax payable if property inventories
are sold at market value - (0.4)
LTIP obligation - (0.7)
PRIP obligation (2) (0.7) (1.0)
Triple net assets (1) 15.7 22.7
Estimated further costs (range)
Property sale costs (0.3 - 0.2)
Redundancy costs (1.5 - 1.4)
Other contractual termination costs (0.8 - 0.6)
Pre-liquidation trading losses (1.0 - 0.7)
Legal restructuring and liquidators
fees (0.9 - 0.6)
Estimated shareholder value (range)
(3) 11.2 - 12.2
Number of Ordinary Shares at 31
January 2012 2,548,728
Estimated Shareholder Value per
share 440p - 480p
1. In previous years, triple net assets per share was calculated
and reported as a key performance indicator to enable shareholders
to assess changes in underlying net assets at estimated market
value. Triple net assets per share does not necessarily represent
amounts which shareholders would receive on a liquidation as no
allowance is made for costs such as asset disposal fees,
termination of employment and other contracts, liquidators' fees
and administration expenses during any winding up period.
2. Under the Property Realisation Incentive Plan ("PRIP") the
executive directors receive up to 5% of distributions to
shareholders arising from the realisation of the Group's property
portfolio and capital returns from co-investments between 1
February 2009 and 31 January 2014. If the Group's properties were
sold at market value and co-investments were realised at share of
estimated net assets as at 31 January 2012, and the proceeds
distributed to shareholders, the future cost to the Group would be
approximately GBP0.7 million.
3. Estimated Shareholder Value per share represents the
directors' current best estimate of the amount which shareholders
might expect to receive if the Company and its subsidiaries are put
into members voluntary liquidation within the next 12 months.
Shareholders should be aware that:
-- The amounts which may be realised on disposal of the
remaining properties may differ from current expectations and
recent valuations
-- The timing and extent of actions to reduce administration
expenses will depend inter-alia on the timing of property sales,
the potential review by O Twelve Estates Ltd of RAM's appointment
as property adviser, shareholder approval of delisting the
Company's shares, the proposed return of cash to shareholders and
exploration of alternatives to liquidation. Thus the extent of
trading losses before any formal appointment of a liquidator cannot
be predicted with accuracy.
-- The liquidator's fees and costs incurred during liquidation
and the time scale for finally resolving the affairs of the Company
and its subsidiaries cannot be predicted with accuracy.
-- There may be latent liabilities or claims against the Company
or its subsidiaries of which the directors are not aware.
Annual General Meeting
The Annual General Meeting (AGM) will be held at The Lansdowne
Club, 9 Fitzmaurice Place, Mayfair, London W1J 5JD on Wednesday 11
July 2012 at 10.30am. The notice of meeting and explanatory notes
will be in the Annual Report which will be posted to shareholders
by 25 May 2012.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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