TIDMOTE
RNS Number : 5931F
O Twelve Estates Limited
18 June 2012
18 June 2012
O TWELVE ESTATES LIMITED
("O Twelve" / the "Company")
RESULTS FOR THE YEAR ENDED 31 MARCH 2012
O Twelve Estates Limited, the London and South East focused property
investment group, today announces results for the year ended 31 March
2012.
Key points
* Portfolio valuation of GBP154.4 million (31 March
2011: GBP158.5 million) representing a decline of
2.6% on a like-for-like basis
* Group net loss of GBP6.6 million, (31 March 2011:
loss of GBP8.6 million) representing a loss per
Ordinary Share of 1.37p (31 March 2011: loss per
Ordinary Share of 4.64p)
* Consolidated net assets of GBP33.5 million (31 March
2011: GBP40.1 million), 6.98 pence per Ordinary Share
(31 March 2011: 8.34 pence per Ordinary Share)
* Contracted annual rental income of GBP11.6 million
with an estimated rental value ("ERV") of GBP13.3
million per annum
* Void rate increased to 13.0% (31 March 2011: 7.7%)
due to a lease surrender of the tenant at Western
Avenue, Thurrock
* 25 new leases contracted, accounting for 114,000 sq
ft of space and GBP1.1 million of annual rental
income after rent free periods
The Company is also pleased to announce that it is in advanced discussions
with VIII Investment UK S.a.r.l (a company entirely owned by funds
managed and/or advised by Westbrook Partners) ("VIII Investment")
in respect of a potential unconditional cash offer to be made by
VIII Investment for the entire issued and to be issued share capital
of the Company not already owned by VIII Investment at a price per
share of 7 pence. VIII Investment currently holds 370,025,139 Ordinary
Shares representing 77.06 per cent. of the issued share capital of
O Twelve. It is the current intention of the Board's independent
directors (being the Directors of O Twelve excluding Mark Donnor
and Ben Warner who are nominee directors of VIII Investment) to recommend
such offer, should it be made. These discussions may or may not lead
to an offer for the Company and therefore there can be no certainty
that an offer will be made.
Rule 2.6(a) of the City Code on Takeovers and Mergers (the "Takeover
Code"), requires the named potential offeror, by not later than 5.00
p.m. on 16 July 2012 (the "relevant deadline"), to either announce
a firm intention to make an offer for the Company in accordance with
Rule 2.7 of the Takeover Code or announce that it does not intend
to make an offer, in which case the announcement will be treated
as a statement to which Rule 2.8 of the Takeover Code applies. However,
the relevant deadline may be extended with the consent of the Takeover
Panel in accordance with Rule 2.6(c) of the Takeover Code, which
would normally be given at the request of the offeree.
This is an announcement falling under Rule 2.4 of the Takeover Code
and does not constitute an announcement of a firm intention to make
an offer under Rule 2.7 of the Takeover Code. There can be no certainty
that an offer will be made. A further announcement will be made in
due course.
This announcement is being made with the approval of VIII Investment.
Commenting on the results, Phillip Rhodes, Chairman of O Twelve,
said:
"Property valuations are unlikely to increase significantly over
the next 12 months, in no small part due to the ongoing uncertainty
in the Eurozone. Your Board considers that the interests of shareholders
are best served by continuing to pursue latent value within the portfolio
by aggressive asset management, particularly of a number of opportunities
where there is clear potential to create additional value. As assets
mature they will be realised when right to do so in the circumstances
of each individual property."
For further information please contact:
Phillip Rhodes
Chairman
Tel: +44 (0)20 7016 0050
David Tye / Andrew Wilson
Rugby Asset Management Limited
Tel: +44 (0)20 7016 0050
Simon Bennett / Katy Birkin
Fairfax I.S. PLC
Tel: +44 (0)20 7598 5368
Dido Laurimore / Stephanie Highett / Will Henderson
FTI Consulting
Tel: +44 (0)20 7831 3113
Rule 2.10 disclosure
In accordance with Rule 2.10 of the Code, the Company confirms that
it has 480,200,008 ordinary shares of 1p each in issue and admitted
to trading on the AIM market of the Stock Exchange with the ISIN
GB00B0XPT375.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening Position
Disclosure following the commencement of the offer period and, if
later, following the announcement in which any paper offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror(s). An Opening Position Disclosure by a person
to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement
of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th business day following the announcement
in which any paper offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of
a paper offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested
in 1 per cent. or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company
or of any paper offeror. A Dealing Disclosure must contain details
of the dealing concerned and of the person's interests and short
positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any paper offeror, save
to the extent that these details have previously been disclosed under
Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in
relevant securities of an offeree company or a paper offeror, they
will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company
and by any offeror and Dealing Disclosures must also be made by the
offeree company, by any offeror and by any persons acting in concert
with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing Disclosures
must be made can be found in the Disclosure Table on the Takeover
Panel's website at www.thetakeoverpanel.org.uk, including details
of the number of relevant securities in issue, when the offer period
commenced and when any offeror was first identified. You should contact
the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you
are in any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure.
CHAIRMAN'S STATEMENT
I am pleased to present the Group's results for the year ended 31
March 2012.
At 31 March 2012, the Group's property portfolio was valued at GBP154.4
million (31 March 2011: GBP158.5 million). On a like-for-like basis,
taking into account capital expenditure over the period, the value
of the portfolio fell during the year by 2.6%. The IPD Monthly Index
decreased by 0.2% for the same period. However, it should be noted
that this is not directly comparable to the Group's portfolio, due
to the inclusion of prime central London properties which improved
the IPD Monthly Index's performance, but which were not part of the
Group's portfolio.
During the year, the portfolio remained largely unchanged, with transactions
limited to the partial disposal of two units at Larkfield Mill in
Aylesford for a total consideration of GBP725,000.
Results
The Group reported a net loss for the year. Whilst the Group generated
a small profit before valuation movements, the unrealised loss of
GBP4.0 million on revaluation of investment properties and the adverse
movement in the mark to market of interest rate swaps of GBP2.5 million
led to a net loss for the year of GBP6.6 million (31 March 2011:
loss of GBP8.6 million), representing a loss per Ordinary Share of
1.37p (31 March 2011: loss per Ordinary Share of 4.64p). Consolidated
net assets at 31 March 2012 were GBP33.5 million (31 March 2011:
GBP40.1 million), and net asset value per Ordinary Share was 6.98p
(31 March 2011: 8.34p).
During the period, the Group accepted a lease surrender from the
tenant of Western Avenue, Thurrock, which had been in financial difficulty,
on payment by the tenant of GBP262,500. Principally as a result of
this, rental income for the year was GBP11.5 million (31 March 2011:
GBP12.2 million).
Financing
During the year the Group repaid GBP6.5 million of loan principal.
At 31 March 2012, the outstanding loan principal was GBP118.3 million
(31 March 2011: GBP124.8 million), of which GBP89.0 million (31 March
2011: GBP115.0 million) was at a fixed rate of interest of 5.155%
per annum plus margin and GBP29.3 million (31 March 2011: GBP9.8
million) was at variable rates, giving a blended interest rate at
31 March 2012 of 6.14% per annum (31 March 2011: 6.82%).
The loss of the tenant at Western Avenue had a negative impact on
the interest cover ratio ("ICR"). However this was offset by the
reduction in interest cost following the hedging break and the twenty-five
new leases which were contracted in the period, accounting for 114,000
sq ft of space and GBP1.1 million of rental income after rent free
periods.
The ICR under the loan facility at 25 April 2012 was 129% (25 April
2011: 117%), against a current default level of 110%. The loan to
value ratio ("LTV") at 31 March 2012 was 73%. This is comfortably
below the default level of 85% although shareholders should be aware
that "cash lock up" arrangements come into effect above 75%.
At 31 March 2012, cash balances freely available to the Group amounted
to GBP5.3 million. In addition, GBP6.2 million was held on a blocked
deposit account which is offset against the loan principal in calculating
LTV under the loan facility.
Dividend
The Board does not recommend the payment of a dividend in respect
of the year (31 March 2011: nil).
Future prospects
The Directors believe that property valuations are unlikely to increase
significantly over the next 12 months, in no small part due to the
ongoing uncertainty in the Eurozone. Your Board considers that the
interests of shareholders are best served by continuing to pursue
latent value within the portfolio by aggressive asset management,
particularly of a number of opportunities where there is clear potential
to create additional value. As assets mature they will be realised
when right to do so in the circumstances of each individual property.
In the present unfavourable economic and financial climate, the Directors
do not expect the lenders under the loan facility to approve new
acquisitions or projects other than those which directly benefit
existing assets. It must therefore be assumed that the greater part
of any realisation proceeds will not be reinvested and will be applied
in paying down the loan facility.
The Directors intention is that the balance of the Group's properties
will be disposed of by the end of the loan facility term in 2016.
All disposals will take into account the impact on loan covenant
compliance at that time. The greater part of realisation proceeds
will be applied against debt as required and the annual cash surplus,
after considering the Group's overall financial position, will be
repaid to shareholders.
In light of current market conditions, and the Group's realisation
plan for the next few years, your Board is reviewing all aspects
of the Group's operations to minimise costs over the period. This
involves consideration of all management and advisory arrangements
and the Group's tax residency and status. However, the Directors
do not believe shareholders' interests are best served by using freely
available cash resources to break fixed rate loans. Earlier property
realisations will therefore be limited to the outstanding debt not
subject to these arrangements (GBP29 million at 31 March 2012). Rather,
the adverse mark to market of fixed rate loans, amounting to GBP14
million as at 31 March 2012, should so far as possible be allowed
naturally to reduce to zero over the remaining loan term.
P B Rhodes
Chairman
15 June 2012
PROPERTY ADVISER'S REPORT
Rugby Asset Management
Rugby Asset Management Limited ("RAM"), a member of the Rugby Estates
Plc group, was appointed Property Adviser to O Twelve Estates Limited
on its admission to AIM on 27 March 2006. Our role is to identify
transactions for recommendation to and consideration by the Board
of the Company and to negotiate on its behalf. We undertake, on a
day to day basis, under delegated authority from the Board, all aspects
of assembling, managing and financing O Twelve's property portfolio.
Rugby Estates Plc group holds a 1.6% interest in the issued share
capital of O Twelve Estates Limited.
Market Comment
In the latter part of 2011, the tide of investor sentiment clearly
changed with concerns over the wider external economy, particularly
the risk of sovereign default in the Eurozone. This nervousness has
continued into 2012 and the risk aversion that was present in 2008
and 2009 has now returned. Demand for prime and good secondary property
in London and the South East remains stable, although outside those
segments of the market investor demand tails off considerably. This
is reflected in the continued divergence in yields between prime
and poorer quality secondary property.
In the year ended 31 March 2012, capital values for UK real estate
generally remained stable with the IPD Monthly Index showing a fall
in values of 0.2%. While the Group's portfolio is entirely located
in the South East, it does not have any holdings in Central London,
which performed significantly better than most other sectors of the
market. Accordingly, on a like-for-like basis, and after having taken
into account capital expenditure, the capital value of the portfolio
over the year decreased by 2.6%.
The occupational market remains fragile, particularly in the retail
sector where tenant defaults present a challenge and in many instances
rental values are continuing to fall. In September 2011, we advised
that the void rate had increased to 13%, almost entirely due to the
loss of the tenant at Western Avenue, Thurrock. One of our principal
aims is to maximise cashflow with a particular focus on minimising
voids and reducing associated property outgoings. Despite the challenging
occupational market, we are pleased to report that twenty-five new
leases were contracted over the period, accounting for 114,000 sq
ft of space and GBP1.1 million of annual rental income after rent
free periods.
Portfolio Review as at 31 March 2012
* Valuation GBP154.4 million
* 20 properties
* Average lot size of GBP7.7 million
* Contracted annual rental income of GBP11.6 million
* Estimated rental value ("ERV") of GBP13.3 million per
annum
* 174 separately lettable units*
* 140 units are let to 123 tenants*
* 34 units are vacant and available for letting with an
ERV of GBP1.7 million per annum *
* 28% of income is from leases with more than 5 years
to expiry
* Weighted average unexpired lease term is 5.2 years
* Excluding long leasehold ground rents and assured shorthold tenancies
Capital Value Split by Sector as at 31 March 2012
Retail 45%
Industrial 37%
Office 13%
Residential 5%
Valuation
The external valuation of the Group's properties as at 31 March 2012
was GBP154.4 million (31 March 2011: GBP158.5 million). On a like-for-like
basis, taking into account capital expenditure over the period, the
value of the portfolio fell during the year by 2.6%. The equivalent
yield for the portfolio remained stable over the period at 7.5%,
compared to the IPD Monthly Index which also remained relatively
stable at 7.3%.
Capital Value Movement compared to IPD Monthly Index (March 2011
to March 2012)
O Twelve IPD
All Property -2.6% -0.2%
Retail -4.3% -1.2%
Office -2.5% 1.5%
Industrial -1.7% -0.9%
Rental values within the portfolio fell by 1.5% over the period representing
a slight underperformance when compared with the IPD Monthly Index
where rental values remained stable. Industrial was the best performing
sector showing a fall in rental values of just 0.8%.
Rental Value Movement compared to IPD Monthly Index (March 2011 to
March 2012)
O Twelve IPD
All Property -1.5% 0.0%
Retail -3.8% -1.0%
Office -2.1% 1.8%
Industrial -0.8% -1.0%
Reversion by Sector (including vacant space) (as at 31 March 2012)
Rent ERV
GBPmillion GBPmillion
Retail 5.6 5.7
Residential 0.4 0.5
Office 1.9 2.1
Industrial 3.7 5.0
Activity
There were no material sales or acquisitions during the period. Two
industrial units at Larkfield Mill in Aylesford were sold realising
GBP725,000.
Our focus has continued to be on asset management and we are delighted
to report that twenty-five new leases have been contracted over the
period, accounting for 114,000 sq ft of space and GBP1.1 million
of annual rental income after rent free periods. Key events during
the year included:
* Larkfield Mill, Aylesford - City Link taking a new
lease on just over 40,000 sq ft of distribution space
for a further ten years (with a break at year five)
at a rental rate of GBP203,585 per annum after
incentives.
* Queensgate, Waltham Cross - Telford Homes have
re-geared their lease and taken additional space. In
total they now occupy just over 19,000 sq ft (32% of
total area) paying a rent of almost GBP270,000 after
incentives. The income is now secure until 2021.
* Mill River Trading Estate, Enfield - Following a cost
effective refurbishment of the estate, Edmundson
Electrical have completed leases on two units for a
total contracted rent of circa GBP130,000 per annum.
Both leases are for a ten year term with one of the
units having a break option in December 2017.
Since 31 March 2012, we have also completed a new reversionary lease
with Bank of New York ("BNY") Mellon in Brentwood. BNY Mellon occupy
46,000 sq ft of offices under a lease which was due to expire in
March 2013. The reversionary lease extends the term for a further
five years at the passing rent of GBP701,406 per annum. This is a
significant tenancy for the Company, accounting for 6% of the total
rent roll. This income stream is now secure until March 2018.
Rental Value Analysis - 31 March 2012
31 March 2012 31 March
2011
GBP million GBP million
Current annualised income 11.1 11.6
Rent free periods 0.5 0.8
-------- --------
Total Contracted Rent 11.6 12.4
Available for letting 1.7 1.0
Reversions 0.0 0.2
-------- --------
Rental Value 13.3 13.6
-------- --------
Void Analysis
The void rate within the portfolio has risen from 7.7% on 31 March
2011 to 13% at 31 March 2012. This increase is almost solely due
to accepting a surrender of the lease at the distribution unit at
Western Avenue, Thurrock. The tenant company was in financial difficulty
and, after a detailed review of its position, it was felt that the
best course of action would be to accept a surrender payment of GBP262,500
from them rather than pursue a claim after an insolvency event. During
the coming year our focus will continue to be on reducing the void
rate and minimising associated void costs.
Rent Collection
Maintaining a high level of rent collection remains one of our key
objectives. Despite the difficult trading conditions, the rent collection
statistics through the year remained good with 95% of rental income
collected within one month of the quarter day.
Income Expiry Profile - 31 March 2012
Under 5 years 72%
5 - 10 years 23%
Over 10 years 5%
Of the portfolio's 123 tenants, 20 account for 56% of the contracted
rental income with the top 10 accounting for 39%. Tenants of, in
our view, a very strong or "national" standard account for 77% of
the contracted rent, while smaller regional and local businesses
account for 23% of the contracted rent.
Tenants in the portfolio include:
All Saints Ltd Chelmsford Star Hitachi Kokusai Staples
Co - Operative Electric UK Ltd
Society Ltd
Bank of New York DHL Moss Bros Group Telford Homes plc
Mellon Plc
Barclays Bank plc GE Transportation O2 (UK) Ltd WH Smith Plc
Systems Ltd
Boots Halfords Somerfield Stores Wilkinson Hardware
Ltd Stores Ltd
Portfolio at 31 March 2012
Valuation band at
31 March 2012
Property Type GBP million
Gascoigne Road, Barking Distribution warehousing 5 - 10
QED, Thurrock Distribution warehousing 5 - 10
Western Avenue, Thurrock Distribution warehousing 5 - 10
Bakers Court, Basildon Industrial 0 - 5
Barratt Industrial Estate,
Bow Industrial 0 - 5
Larkfield Mill, Aylesford Industrial 15 - 20
Mill River Trading Estate,
Enfield Industrial 5 - 10
Baytree Shopping Centre,
Brentwood Shopping centre 20 - 25
George Yard, Braintree Shopping centre 15 - 20
The Mall, Dagenham Shopping centre 5 - 10
214/216 Heathway, Dagenham Retail 0 - 5
38-42 High Street, Brentwood Retail 0 - 5
75 High Street, Brentwood Retail 0 - 5
Grove Farm, Chadwell
Heath Retail park 10 - 15
Inspira House, Welwyn
Garden City Office 0 - 5
Mellon House, Brentwood Office 5 - 10
Queensgate, Waltham
Cross Office 5 - 10
Redwing Court, Romford Office 0 - 5
34 St Thomas Road, Brentwood Residential 0 - 5
Salway Place, Stratford Residential 5 - 10
Going Forward
With continuing uncertainty in the Eurozone, the long awaited investment
led recovery in the UK that many have been hoping for appears very
unlikely in the near future. Our focus will continue to be on unlocking
the latent value within the portfolio through proactive asset management.
We believe there are a good number of clear opportunities to both
maintain and create additional value within the portfolio. These
are actively being pursued.
Some asset sales may be considered where assets have reached their
optimal values and where proceeds can be applied against debt as
required, taking into account the impact on loan covenant compliance.
The focus of the portfolio in the London/South East area generally
and on the "Olympic" side of London in particular should have a positive
impact on its holdings and also mitigate the impact if there is a
prolonged period of nil or low economic growth.
David Tye
Andrew Wilson
Rugby Asset Management Limited
15 June 2012
INVESTMENT OBJECTIVE
The objective of O Twelve Estates Limited and its subsidiaries is
to generate an attractive return for Shareholders through the assembly
of a portfolio of investment properties in its Target Area, which
comprises all London boroughs and the counties of Kent, Surrey, East
Sussex, West Sussex, Hampshire, Berkshire, Buckinghamshire, Hertfordshire
and Essex.
INVESTMENT POLICY
The investment policy of the Group is to establish a property portfolio
that is diverse by sector (whether industrial, retail, office, or
residential), by tenant and by capital value. The Group's key criterion
for property acquisitions is the potential for rental and capital
value growth through active property management and/or through a
re-characterisation of the acquired real estate. Re-characterisation
may arise purely as a result of the so called "Olympic effect" on
the location, or it may need to be actively encouraged. Bringing
about such re-characterisation may range from a simple image improvement
programme for a previously neglected industrial estate to attract
better quality tenants, to a full redevelopment scheme following
the grant of planning consent for a change of use (for example from
commercial to a residential or mixed-use project).
Whilst the majority of properties acquired are income-producing,
the creation of further value through development or refurbishment
is actively pursued. Development may be undertaken selectively across
the sectors either by the acquisition of sites, with or without the
benefit of planning consent, or through the management of income-producing
properties into development opportunities. In certain locations a
site assembly programme may be pursued with a view to obtaining planning
consent for a comprehensive re-development. Joint ventures may also
be entered into in circumstances where the continuing involvement
of existing landowners, local authorities or central government agencies
is necessary, or for large projects where a sharing of financial
risk is appropriate. The Group may also pursue other indirect investments
through property investment partnerships or unit trusts or investments
in the equities of other property investment or property holding
companies.
The structure used for each property acquisition is reviewed at purchase.
Accordingly, the Company may, without limit, incorporate further
subsidiaries to hold property or may acquire the share capital of
companies, units in unit trusts, or partnership interests in partnerships
which own one or more properties.
Investment Restrictions
No property acquisition or new letting will be made if, immediately
after the proposed acquisition or letting:
* less than 75% of Gross Property Asset Value will be
situated within the Target Area; or
* any single tenant, other than any government or
governmental (central or local), quasi-governmental,
supranational statutory or regulatory body will
account for more than 20% of contracted rental
income.
Provided that these restrictions will not apply if Gross Property
Asset Value is less than GBP100 million.
Life span of the Company
There are no specific provisions for the life span of the Company,
although the Directors estimate it to be up to 12 years. In accordance
with the Articles of Incorporation, a resolution will be proposed
at the Annual General Meeting of the Company to be held in 2014 and
at each Annual General Meeting held every two years thereafter giving
Shareholders the opportunity to vote on whether the Company should
continue as an investment company or to call for a winding up of
the Company and a return of its distributable assets to Shareholders.
Dividend Policy
The initial focus of the Company is the delivery of capital growth
for Shareholders and therefore the Company will only consider the
payment of dividends as and when it is appropriate to do so. To the
extent that any dividends are paid they will be paid in accordance
with any applicable laws and the regulations to which the Company
is subject.
Borrowings
Borrowings will not normally exceed 65% of the value of the Group's
property portfolio at the time new borrowings are drawn down. Interest
rate hedging is considered in the light of prevailing conditions
at that time.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 March 2012
Year ended Year ended
31 March 2012 31 March 2011
GBP'000 GBP'000
Income
Rent receivable 11,483 12,157
Service charges receivable 2,444 2,314
Bank interest 34 15
Other interest - 1
--------------- ---------------
Total income 13,961 14,487
--------------- ---------------
Expenses
Other operating expenses (3,045) (3,156)
Service charges payable (2,444) (2,314)
Management fees (968) (1,035)
--------------- ---------------
Total expenses (6,457) (6,505)
--------------- ---------------
Investment gains and losses
Unrealised loss on revaluation of investment
properties (3,974) (5,048)
Realised loss from sale of investment properties (101) (630)
--------------- ---------------
Total investment gains and losses (4,075) (5,678)
--------------- ---------------
Net profit from operating activities 3,429 2,304
--------------- ---------------
Interest payable and similar charges (7,502) (10,928)
Net (losses)/gains on interest rate swap (2,486) 18
----------- -----------
Total financing gains and losses (9,988) (10,910)
----------- -----------
Loss before taxation (6,559) (8,606)
Taxation (1) (37)
----------- -----------
Total comprehensive loss for the year attributable
to owners of the Company (6,560) (8,643)
------------ ------------
Loss per Ordinary Share - basic and diluted (1.37)p (4.64)p
All items in the above statement are derived from continuing operations.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2012
Share capital Other reserves Total
GBP'000 GBP'000 GBP'000
Balance at 1 April 2011 4,802 35,257 40,059
Total comprehensive loss for the year - (6,560) (6,560)
---------- ---------- ----------
Balance at 31 March 2012 4,802 28,697 33,499
---------- ---------- ----------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2011
Share capital Other reserves Total
GBP'000 GBP'000 GBP'000
Balance at 1 April 2010 1,225 12,386 13,611
Total comprehensive loss for the year - (8,643) (8,643)
Issue of Ordinary Shares 3,577 31,514 35,091
---------- ---------- ----------
Balance at 31 March 2011 4,802 35,257 40,059
---------- ---------- ----------
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 31 March 2012
31 March 31 March
2012 2011
GBP'000 GBP'000
Non-current assets
Investment property 154,380 158,540
Restricted cash and cash equivalents 8,119 14,413
--------------- ---------------
162,499 172,953
--------------- ---------------
Current assets
Receivables and prepayments 3,887 4,359
Cash and cash equivalents 5,258 8,137
--------------- ---------------
9,145 12,496
--------------- ---------------
Total assets 171,644 185,449
--------------- ---------------
Current liabilities
Payables and accruals (5,723) (5,984)
Fair value of interest rate swap - (2,990)
--------------- ---------------
(5,723) (8,974)
--------------- ---------------
Non-current liabilities
Bank loan (118,344) (124,824)
Fair value of interest rate swap (14,078) (11,592)
--------------- ---------------
(132,422) (136,416)
--------------- ---------------
Total liabilities (138,145) (145,390)
--------------- ---------------
Net assets 33,499 40,059
--------------- ---------------
Capital and reserves attributable to owners
of the Company
Called-up share capital 4,802 4,802
Other reserves 28,697 35,257
--------------- ---------------
Attributable to owners of the Company 33,499 40,059
--------------- ---------------
Net asset value per Ordinary Share - basic
and diluted 6.98p 8.34p
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 March 2012
Year ended Year ended
31 March 31 March
2012 2011
GBP'000 GBP'000
Operating activities
Loss before taxation (6,559) (8,606)
Adjustments for:
Unrealised loss on revaluation of investment
properties 3,974 5,048
Realised loss from sale of investment
properties 101 630
Net losses/(gains) on interest rate swap 2,486 (18)
Interest payable and similar charges 7,502 10,928
Taxation (paid)/refunded (71) 39
------------- -------------
Net cash inflow from operating activities
before working capital changes 7,433 8,021
Decrease in receivables and prepayments 515 681
(Decrease)/increase in payables and accruals (58) 267
------------- -------------
Net cash inflow from operating activities
([1]) 7,890 8,969
Investing activities
Refurbishment of investment property (620) (194)
Net proceeds from sale of investment
property 705 6,036
------------- -------------
Net cash inflow from investing activities 85 5,842
Financing activities
Loan interest and similar charges paid (7,678) (8,498)
Net repayment of loan (6,480) (19,874)
Interest rate swap break cost (2,990) -
Net equity raising proceeds - 35,091
Loan arrangement fees paid - (3,121)
------------- -------------
Net cash (outflow)/inflow from financing
activities (17,148) 3,598
------------- -------------
(Decrease)/increase in cash and cash
equivalents (9,173) 18,409
------------- -------------
Cash and cash equivalents at beginning
of year 22,550 4,141
(Decrease)/increase in cash and cash
equivalents (9,173) 18,409
------------- -------------
Cash and cash equivalents at end of year 13,377 22,550
------------- -------------
Cash and cash equivalents at the end
of the year comprise:
Non-current cash and cash equivalents 8,119 14,413
Cash and cash equivalents 5,258 8,137
------------- -------------
13,377 22,550
------------- -------------
([1]) Net cash inflow from operating
activities includes:
Bank interest received 34 15
NOTES
1. The financial information set out in this announcement does
not constitute the Group's statutory financial statements for the
year ended 31 March 2012 or 2011 but from the Chairman's Statement
onwards is derived from those accounts. Statutory accounts for 2011
have been filed with the Guernsey Financial Services Commission,
and those for 2012 will be filed in due course. The auditors have
reported on those accounts and their reports were unqualified.
2. Annual Report
The Annual Report will be posted to shareholders within two
weeks of the date of this announcement. Copies of the Annual Report
will be available from the Company's office at 1st Floor, Royal
Chambers, St Julian's Avenue, St Peter Port, Guernsey, GY1 3JX and
on its website, www.otwelveestates.com.
3. Dividends
The Directors do not propose an interim or final dividend for
the year ended 31 March 2012.
4. Loss per Ordinary Share
The loss per Ordinary Share (basic and diluted) is based on a
loss of GBP6,560,000 (31 March 2011: loss of GBP8,643,000) and on a
weighted average number of 480,200,008 (31 March 2011: 186,200,003)
Ordinary Shares in issue.
5. Net asset value per Ordinary Share
Basic and diluted
The net asset value per Ordinary Share is based on the net
assets attributable to owners of the Company of GBP33,499,000 (31
March 2011: GBP40,059,000) and on 480,200,008 (31 March 2011:
480,200,008) Ordinary Shares in issue at the end of the year.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR SFLFEAFESESM
O Twelve Estates (LSE:OTE)
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