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| Annual
Report and Accounts
Extracts from the Annual Report and Accounts for
the year ended 31 December 2005
Financial Information
The Chairman's Statement
The Investment Advisers' Report
The Directors Report
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| Capital Structure |
| Securities in issue
as at 31 December 2005 |
| Authorised |
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Issued |
| 600,000,000 |
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253,044,006 Ordinary shares of 1p |
| 300,000,000 |
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57,755,782 Zero Dividend shares of 1p |
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£101,143,194 nominal 7.5% Convertible
Unsecured Loan Stock 2011 (“CULS”) |
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| Capital History |
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for the year ended 31 December 2005 |
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Further to the placing, repurchase and cancellation
of Ordinary shares that took place during the year, as detailed
in the Chairman’s Statement and Directors’ Report,
the number of shares in issue increased to 253,004,509 from
197,050,824 at 31 December 2004. A total of 39,497 CULS were
converted into 39,497 Ordinary shares of 1p during the year. |
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Corporate
Summary |
Investment
Objectives
The Company’s investment objective is to: meet its banking
obligations and satisfy its obligations to its loan stockholders;
satisfy the final entitlement of the Zero Dividend Preference shareholders;
and provide Ordinary shareholders with capital growth and income
by means of a progressive dividend policy. The portfolio is currently
principally invested in the Dublin property market.
Duration
The Company has a planned life to 31 May 2011. However, prior to
that date the Directors intend to put proposals to shareholders
to effect a scheme of reconstruction which will give both Ordinary
and Zero Dividend Preference shareholders the option of a full cash
exit on or before the planned winding-up date without the need for
the Company to dispose of the entire Property Portfolio or crystallise
any potential capital gains tax liability that may exist within
the Group at that time or the option to extend their investment
beyond the planned winding-up date.
Capital Structure
The Company has a capital and loan structure comprising Ordinary
and Zero Dividend Preference shares and units of 7.5% Convertible
Unsecured Loan Stock 2011 (“CULS”). The Group also has
gearing in the form of bank borrowings, which totalled £325.0
million at 31 December 2005 (2004 – £255.8 million).
On 16 February 2006, the Company announced a major restructuring
of its bank borrowing with the completion of a multiple property
securitisation of €375 million together with a €50 million
junior loan.
Risk
The market price of the Company’s shares will vary to reflect
supply and demand in the market which will, at least in part, be
influenced by the net asset value of the Company. Investments in
the Company will be subject to the general and specific risks connected
with investment in real estate and high yielding securities. Additionally,
as a large proportion of the Company’s assets, liabilities
and income are denominated in Euros, returns to the Ordinary shareholders
will be influenced by the exchange rate movement between the Euro
and Sterling. Such movements would also affect market prices of
the CULS.
The use of gearing is likely to increase volatility in the Company’s
net asset value in that a relatively small movement in the value
of the Company’s investments will result in a greater relative
movement (upwards or downwards) in net asset value per Ordinary
share.
The Board of the Company notes the publication of the Investment
Entities (Listing Rules and Conduct of Business) Instrument 2003
and confirms that it is the Company’s policy to invest no
more than 15% of gross assets in other listed investment companies
(including investment trusts).
Management Arrangements
The Manager to the Company is INVESCO International Limited, a Jersey-incorporated
subsidiary of AMVESCAP PLC. INVESCO Asset Management Limited (“IAML”)
is the investment adviser for the Income Portfolio and the UK Property
adviser. Treasury Holdings is the investment adviser for the Irish
Property Portfolio.
PEP and ISA Status
The Ordinary and Zero Dividend Preference shares and units of CULS
are qualifying investments for the stocks and shares component of
an ISA and eligible for inclusion in a general PEP if acquired in
the market using funds contained within the PEP. |
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Financial
Information
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31
December 2005 |
1 January 2004 |
Change |
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£'000 |
£'000 |
% |
| Fixed Assets |
718,668 |
402,583(1) |
+78.5 |
Net debt (excluding Zero Dividend Preference
Shareholders' Entitlement but including 7.5%
Convertible Unsecured Loan Stock 2011 and net of cash) |
402,452 |
252,749 |
+59.2 |
| Net assets |
184,453 |
82,955(1) |
+122.4 |
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| Ordinary shares: |
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| Net Asset Value |
72.9p |
42.2p(1) |
+72.7 |
| Mid-market price |
76.3p |
64.3p |
+18.7 |
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| Zero Dividend Preference share |
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| Net asset value |
147.7p |
135.5p |
+9.0 |
| Share price |
145.0p |
111.5p |
+30.0 |
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| 7.5% Convertible Unsecured Loan Stock
2011: |
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| Mid-market price |
112.8p |
105.3p |
+7.1 |
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| Euro:£ exchange rate |
1.4554 |
1.4125 |
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(1) Adjusted to reflect the adoption of new Accounting Standards
as detailed in note 2 to the Annual Accounts. |
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Chairman's
Statement
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I am
delighted to present the results for your Company for the calendar
year 2005. This was an excellent year for the Company in which we
have seen substantial growth. During the year the Company’s
Irish portfolio performed well, new assets have been brought into
the Company, the Company has grown substantially both through asset
growth and through the issue of new shares and assets have been
realised at substantial premia to carrying value. The net asset
value per ordinary share increased by 72.7 per cent. from 42.2 pence
to 72.9 pence.
Your Board have continued to look at ways to add
value and in December we made a small foray into China with a £4
million investment in China Real Estate Opportunities S.A.: I say
more on this later. We also paid a dividend for the first time since
31 May 2002 and in addition to the interim dividend of 1p per share
paid in September 2005 we are proposing a final dividend of 1.5p
per share, to be paid in June, 2006. Finally, by way of introduction,
I am particularly pleased to welcome a number of new shareholders
to the Company.
Irish Property Portfolio
The Group’s assets at the year end consisted primarily of
Irish properties. The total value of the Irish property portfolio,
including both investment and development properties, and interests
in properties held in joint ventures, grew to just under €1.1
billion as at 31 December 2005. On a like for like basis assets
held at 31 December 2005 showed an increase in euros of 29 per cent
over valuation as at the last year end. Significant increases in
valuation were recorded for the Group’s interests in development
assets at Central Park and the Allegro site. At Central Park this
resulted from the grant of development rights over a plot of land
and at Allegro from the agreement to dispose of the Group’s
interest in the site, which was completed after the year end.
Against the background of generally buoyant market conditions,
the Group engaged in a number of substantial transactions in respect
of the development portfolio.
These include contracting for the acquisition of a substantial
site in Stillorgan, adjoining our existing shopping centre property.
We also contracted to acquire a site at Lad Lane in central Dublin
with the transactionl due to close by year end 2006. We agreed to
acquire a parcel of land zoned for town centre development in Collinstown
in west Dublin and this transaction has closed since the year end.
Finally we acquired a large development site in Sligo. Described
as the capital of the North West, Sligo is a rapidly growing city
having been designated a major regional growth centre by the Irish
Government.
During the year the Group also took the opportunity to sell its
interest in a portion of the lands at Central Park in Leopardstown.
The Group also entered into an agreement to dispose of its interest
in the Allegro site, Sandyford, and this was completed after the
year end. In each case these were sites with planning permission
for substantial residential development and the price achieved for
them reflects the strong appetite from residential builders in the
Irish market looking for sites which are ready for development.
During the year we had a further batch of rent review settlements
with the increase in rent agreed remaining at or above target. Rent
reviews in Stillorgan shopping centre continue to show rental growth
ranging from 45 to 78 per cent. although it seems unlikely that
increases of this order will be sustainable following the opening
of a major new competing centre at Dundrum.
Other notable events in respect of the portfolio in 2005 included
securing full planning permission for a major mixed use development
on the Blake’s site in Stillorgan. We also secured a positive
decision for the proposed development at Stillorgan shopping centre,
however this has been appealed by a third party and we await the
final decision of the Planning Appeals Board. We were unsuccessful
in winning planning approval for our Balgaddy site at Clondalkin
and are engaged in negotiations with the Planning Authority with
a view to reapply. Ongoing planning / design development is underway
across the full range of our sites.
Construction work progressed on the 5,600 square metre office scheme
acquired during the year at Barrow Street. Work on this building
has now been completed and the new tenants, Mason Hayes and Curran,
moved in over Easter. The other significant letting during 2005
was the letting of the last remaining space in Central Park, Leopardstown
to Volkswagen Bank. This letting confirms Central Park's status
as a major location for “blue chip” corporate occupiers.
On 5 May 2005 the Company acquired the Barrow Street and Balbriggan
properties from Treasury Holdings and others. This purchase was
funded through the issue of new Ordinary shares. The properties
acquired comprise investment properties and development sites.
UK Property Portfolio
The Company has continued its strategy of disposing of the remainder
of its UK property portfolio during 2005. By the end of December
only one asset remained, with a value as at 31 December 2005 of
£3 million. Three properties were sold in 2005, in each case
realising a profit over their respective valuations at 31 December
2004.
China
Along with other Board members, I visited Shanghai in October last
year with a view to your Company investing in a new vehicle to investigate
property related opportunties in Shanghai and elsewhere in China.
We were impressed by the scope of opportunities which exist and
by the commitment Treasury Holdings has made over the past several
years to developing high level relationships in China. Treasury
Holdings has since announced the establishment of its own branch
office in Shanghai. On 22 December 2005, we invested £4 million
to acquire a 26.1 per cent. stake in an AIM listed cash shell, China
Real Estate Opportunities S.A. (CREO) and Richard Barrett and I
have both been appointed to the Board of CREO. The shares in this
company have subsequently traded up to a multiple of the subscription
price, although on a prudent basis the Board of Real Estate Opportunities
is valuing the investment at the subscription price. We await with
interest further developments on this investment.
Financing
The property acquisitions in May 2005 resulted in the issue (net
of share buy-backs) of approximately 56 million new ordinary shares
and the assumption of approximately € 0.7 million additional
debt.
Since the year end the Group has completed the refinancing of a
substantial portion of the borrowings of the wholly owned Castle
Market Group. A new €375 million securitised loan has been
drawn down, together with a €50 million junior loan. The transaction
consituted the first multiple property debt securitisation involving
all Irish properties and has allowed the Group to make annualised
savings of over €3 million in interest and to free up €70
million in cash for investment. In addition the disposal of the
Group’s interest in the Allegro site has been completed post
year end realising €35 million in respect of REO’s interest.
Following the transactions above and assuming completion of acquisitions
contracted but not yet completed, on a pro forma (unaudited) basis
the Group is financed by €756m of debt (excluding CULS and
ZDPs) and cash balances of some €195m.
Management Arrangements
Since the year end the Board has reviewed the terms of its management
contract with INVESCO International Limited. Effective from 1 January
2006 the Group will pay base management fees at a much reduced rate.
Performance fees payable under the agreement will also be reduced
by 40 per cent. In future the Manager will be entitled to transaction-related
fees based on the value of assets acquired and/or securities issued.
Fees payable to Treasury Holdings out of the Manager’s fee
will not be affected by the changes described above.
Litigation
The Company continues to seek compensation for the substantial
losses suffered by the Company in its income portfolio in 2001 and
2002. Proceedings have been served on Aberdeen Asset Managers Jersey
Limited, Aberdeen Asset Management Limited and UBS Limited. The
parties have served their statements of case and a trial date has
been set for May 2007.
Outlook for 2006
Prospects for continued Irish economic growth are as strong as
ever and this bodes well for continued growth in the Irish property
market for the coming year.
While there may be further modest increases in Euro interest rates,
these have been well signposted and are unlikely to have any significant,
negative effect on investor confidence in the Irish property market.
Occupier demand for property is strong and is likely to show further
growth, particularly in the office sector. The retail sector is
also expected to continue to be buoyant with consumer expenditure
rising strongly.
The Group now has one of the largest portfolios of properties in
the Irish market. The range of quality investment and development
properties, provide a unique opportunity for shareholders to acquire
an exposure to one of the best performing property markets in Europe.
We are confident that the momentum generated over the past few years
will be maintained for the coming year.
Since the year end we have considerably enhanced cash available
for investment. We are therefore well placed to deploy our resources
to benefit shareholders and build on our recent successes and we
are actively seeking out opportunities to that end.
RYF Horney
Chairman
28 April 2006 |
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Investment
Advisers' Report
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Irish
Economic Background
2005 was another strong year for the Irish economy in terms of
growth with real GNP estimated to have increased by 5.6 per cent.
and real GDP by 5.7 per cent. according to figures from the ESRI.
This level of growth is particularly favourable when viewed in the
context of a Euro zone growth rate of around 2 per cent..
Despite the poor performance of the Euro zone economy during the
year, the European Central Bank raised key lending rates by 25 basis
points in December to reach 2.25 per cent., representing the first
increase in interest rates in five years. This interest was to curb
inflation which remained above the target rate of 2 per cent. for
the sixth consecutive month in November. Latest figures from Eurostat
reveal that the annual rate of inflation stood at 2.3 per cent.
in November.
The outlook for the Irish economy in 2006 is positive with growth
expected to remain relatively strong at 4.9 per cent. in real GNP
terms while the volume of GDP is forecast to increase by 5 per cent..
Growth prospects for Ireland’s main trading partners in 2006
were also positive with real GDP in both the UK and Euro zone economies
expected to improve, increasing by 2.2 per cent. and 1.8 per cent.
respectively. Each of these economies suffered inflationary pressures
during the latter half of 2005 as a result of rising oil prices,
a factor that has not been fully eliminated suggesting that in the
short term, any changes in interest rates will be upwards. Indeed
Eurozone interest rates increased by 0.25 per cent. for the second
time in three months in March 2006. The ECB rate now stands at 2.5
per cent. and it is expected that there will be at least two further
0.25 per cent. interest rate hikes over the course of the remainder
of 2006.
While increasing interest rates will undoubtedly impact on home
owners in terms of increased mortgage repayments, this does not
appear to be dampening demand for the moment.
Irish Property Market
2005 was a record year for the Irish property investment market
with a total of €2 billion invested in the domestic market
and ungeared total returns of 24.3 per cent. recorded by the SCS/IPD
index for the year. This is the first time the total return from
Irish commercial property exceeded 20 per cent. since the year 2000.
In addition to beating other investment mediums in 2005, property
has now been the best performing asset in Ireland over a five and
ten year time frame. Despite the strong returns recorded in the
Irish market, liquidity continues to be a major issue and as a result,
Irish investors continue to invest in overseas markets. Indeed,
Irish investors spent almost €7 billion on commercial property
investments outside of the domestic market last year – a figure
which is expected to be matched if not exceeded in 2006.
Office
The Dublin office market delivered a strong performance in 2005,
a return of 23.7 per cent for the year compares favourably with
7.9 per cent in 2004.
The pace of construction activity in the sector shows no signs
of easing. According to DTZ, 250,100 sq.m of accommodation was under
construction at the end of December 2005. A large proportion of
this space, over 29 per cent., was pre-let at the end of the year.
The majority of the new space is located in the prime regions of
the city, where demand is the strongest and space is unlikely to
remain vacant in the long term.
The vacancy rate continues to remain high, with an overall rate
of 16.9 per cent. recorded at the end of the year. Unsurprisingly,
the majority of the vacant space remains in the suburbs (54 per
cent.). However, 28 per cent. of all available space in prime locations
was under active negotiation at the end of December. If this space
was to be taken up, the vacancy rate could potentially fall to 12.2
per cent. over the coming months. However, there is still some way
to go to achieve the market equilibrium rate of 7 per cent..
The transport strategy for the next 10 years, which was announced
in November 2005, for the Greater Dublin Area under the Governments
“Transport 21” framework plans will boost prospects
for office development in the city.
Prime rents in Dublin 2/4 and the Docklands are expected to escalate
to between €590 and €645 per sq.m in 2006. Suburban schemes
continue to vary considerably depending on location between €160
and €270 per sq.m. Occupier demand is being driven by indigenous
and international financial institutions and service based industry,
together with a resurgence in demand from IT companies.
Occupiers are becoming more demanding in terms of their design
requirements and, with new energy efficiency requirements set to
become more prevalent in 2006, developers will have to be increasingly
aware of this at design stage.
Most commentators forecast that 2006 looks set to be a strong year
for the office sector.
Retail
The retail sector achieved another exceptional return of 27.4 per
cent. over the year to December 2005. While retail remained the
best performing sector of the Irish commercial property market for
the fifth consecutive year, the level of rental appreciation slowed
to 2.4 per cent. in the fourth quarter.
Despite relatively weak retail spending trends being experienced
throughout Europe, Irish consumer spending continues to grow at
more than 7 per cent. per annum. This will undoubtedly be boosted
further by the release of the first SSIA (Irish Government Saving
Scheme) monies. Bank of Ireland predicts that 40 per cent of SSIA’s
will mature in 2006, a third of which will be spent adding over
€2bn to consumer spending this year.
With retail spending performing strongly, international retailers
continue to compete with indigenous retailers for limited prime
retail accommodation. This continues to escalate rental values and
boost activity, particularly in high street locations and modern
shopping centres.
With the improvement in the quality of retail accommodation in
Ireland there is increasing pressure for older retail offerings
to reinvent themselves to meet the raised expectations of the Irish
consumer in this more competitive environment.
Industrial
The industrial market has also witnessed a recovery in 2005, recording
an improved total return of 16.2 per cent. in the year (compared
to 9 per cent. the previous year). The increased level of demand
has seen the vacancy rate fall from 15 per cent. to 10.3 per cent.
at the end of December 2005. This is the lowest rate recorded in
4 years in this sector. Given the low levels of speculative development
in the market, the vacancy rate is expected to remain low during
2006, which will impact positively on capital values and growth
in rents.
The completion of the Dublin Port Tunnel this year is particularly
significant for the industrial sector. This is likely to boost demand
along the M1 and M50 motorways fuelling growth in both building
and land values.
Residential
The Irish housing market remains buoyant. This is fuelled by the
demographic profile of the population, substantial population growth,
strong net immigration (30 per cent. of Dublin new homes were purchased
by non-nationals in 2005 according to Hamilton Osborne King’s
winter 2005 Property Outlook publication) and economic growth.
2005 was another record year for housing output with 80,957 completions,
exceeding the historical high of 76,954 the previous year (AIB Housing
Market Bulletin February 2006).
For the residential market as a whole, house prices will continue
to increase this year for both new and existing properties. There
is exceptionally strong demand particularly from first time buyers
following the amendments to the stamp duty rates during 2005 and
the strength of immigration.
Securities Portfolio
During the period under review there were no significant developments
to report in respect of the Company’s income portfolio.
China Real Estate Opportunities S.A.
On 22 December the Company subscribed £4 million for 4.8 million
ordinary shares in China Real Estate Opportunites S.A. (CREO), a
new AIM listed company established to investigate and, if appropriate,
acquire property for investment and/or development in China. The
Company thus acquired and holds 26.1 per cent. of CREO’s issued
share capital and has entered into lock–up and orderly marketing
arrangements restricting its ability to dispose of its shares within
twelve months of the investment being made. Given the size of REO’s
holding, the restrictions on disposals and the limited liquidity
in CREO shares, the investment is valued in the accounts at £4
million.
Treasury Holdings
INVESCO Asset Management Limited
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Director's
Report
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The Directors present their report
on the affairs of the Company, together with the audited financial
statements for the year ended 31 December 2005.
Principal Activities and Business Review
The business of the Company is that of a public closed-ended investment
company investing mainly in the Irish property market. A review
of the Company’s activities is given in the Chairman’s
Statement and the Investment Advisers’ Report.
Status
The Company is a collective investment fund, as defined in the Collective
Investment Funds (Jersey) Law 1988, and has been granted exempt
status under Article 123A of the Income Tax (Jersey) Law 1961. The
registered number is 79679.
Ordinary and Zero Dividend Preference shares and units of CULS
are eligible for inclusion in a general PEP if acquired in the market
using funds contained within the PEP. The Ordinary and Zero Dividend
Preference shares and units of CULS are qualifying investments for
the stocks and shares component of an ISA.
Revenue and Dividends
The financial results for the year ended 31 December 2005 are shown
in the Consolidated Statement of Total Return and Reconciliations
of Movements in Shareholders’ Funds on pages 28 and 30 of
the Annual Report and Accounts respectively.
An interim dividend of 1p per Ordinary share was paid on 26 September
2005 to shareholders on the register on 26 August 2005. The final
dividend of 1.5p per Ordinary share will be paid on 21 June 2006
to shareholders on the register on 12 May 2006. The Directors did
not recommend the payment of a dividend on the Company’s Ordinary
shares for the year ended 31 December 2004.
Extraordinary General Meeting (“EGM”)
Shareholders approved all the resolutions proposed at the EGM held
on 5 May 2005 concerning:
– the acquisition of property at Balbriggan, County Dublin,
from Treasury Holdings and others and of property at Barrow Street
in the City of Dublin, for an initial aggregate consideration of
£51.4 million to be satisfied in cash of approximately £2
million and the balance by the issue of new Ordinary shares in the
Company at 58.5 pence per share;
– a placing of 65 million Ordinary shares at 58.5 pence per
share with predominantly institutional investors: this comprises
14.22 million of the new Ordinary shares being issued in respect
of the Balbriggan acquisition and a further 50.78 million Ordinary
shares currently held by Dawnay, Day and others;
– the repurchase and cancellation of the balance of the Ordinary
shares held by Dawnay, Day and others, being 27.92 million Ordinary
shares, at 58.5 pence per share;
– the enlargement of the issued ordinary share capital of
the Company from 197 million
Ordinary shares to 253 million Ordinary shares;
– the increase in Treasury Holdings’ stake in the
Company from 35.5% of the existing Ordinary share capital to 55.2%
of the enlarged Ordinary share capital; and
– the grant of a waiver by the UK Take-over Panel from the
requirement which would otherwise arise under Rule 9 of the Take-over
Code for Treasury Holdings and persons acting in concert with it
to make a mandatory bid for the remaining Ordinary shares of the
Company.
Events Subsequent to the Year End
Financing
On 16 February 2006, the Company announced a major restructuring
of its bank borrowing with the completion of a multiple property
securitisation of €375 million together with a a50 million
junior loan. The new seven year, €375 million loan has been
drawn down, together with a €50 million junior loan. It is
secured against sixteen retail and office properties : fifteen in
Dublin and one in Cork.
Disposal of Allegro Site, Sandyford
As described in the Chairman’s Statement, the Company agreed
to the disposal of its interest in the Allegro Site for €35
million, and completed the transaction post year end.
Disposal of Land
On 8 May 2006 the Directors announced that contracts have been exchanged
for the disposal of the Company’s interest in land held in
a subsidiary of the Company for cash consideration. For commercial
reasons, the site was not identified, but details will follow in
due course. On completion, scheduled for 16 June 2006, the transaction
should result in an uplift of 7p to the net asset value per Ordinary
share as against the figure as at 31 December 2005, after providing
for tax as appropriate.
Directors
The Directors of the Company, all of whom served throughout the
year, are shown with brief biographical details on page 12 of the
Annua Report and Accounts. In order to comply with Chapter 21.9
of the UKLA Listing Rules, Mr Barrett, of Treasury Holdings, will
be subject to annual re-election by shareholders. In accordance
with the Articles of Association, Mr Barrett, Mr Milne and Mr Moon
will retire by rotation and, being eligible, offer themselves for
re-election.
No Director has a service contract with the Company.
Mr Barrett is a director and 50% shareholder of Treasury Holdings
(“Treasury”). Treasury has an agreement to provide investment
advisory services in respect of the Irish Property Portfolio and
to provide property management services in respect of the Irish
properties to Castle Market Holdings Limited. The terms of these
agreements in force during the year are disclosed in note 4 to the
Financial Statements.
The Directors who held office at the year end and their beneficial
interests in the Ordinary 1p shares, Zero Dividend Preference 1p
shares and 7.5% Convertible Unsecured Loan Stock 2011 (“CULS”)
at 31 December 2005 are shown below: |
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| |
At 31 December
2005 |
At 31 December
2004 |
| |
Ordinary
1p shares |
Zero
Dividend Preference 1p shares |
CULS
£1 Units |
Ordinary
1p shares |
Zero
Dividend Preference 1p shares |
CULS
£1 Units |
| RYF Horney (1) |
8,151,192 |
- |
4,162,970 |
3,151,192 |
- |
4,162,970 |
| RJ Barrett (2) |
145,373,475 |
- |
9,328,790 |
70,004,956 |
- |
9,328,790 |
KA Jenkins |
25,000 |
- |
- |
25,000 |
- |
- |
| JP Jenkinson |
- |
- |
- |
- |
- |
- |
| GPD Milne |
400,000 |
5,000 |
- |
- |
5,000 |
- |
| DO Moon |
50,000 |
- |
- |
50,000 |
81,500 |
- |
| MW Richardson |
- |
- |
- |
- |
- |
- |
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(1) Of the Ordinary
shares in which Mr Horney is interested, 304,782 are held
in his own name and 7,846,384 are held by Productive Nominees
Limited acting as Custodian for Orbis Trustees Limited. Orbis
Trustees Limited act as Trustee of certain trusts under which
Mr Horney and/or members of his family are beneficiaries.
As at the year end Mr Horney jointly with INVESCO Asset Management
Ltd held a further 26 Ordinary shares as nominees for the
Company. Of Mr Horney’s interest in the CULS, 904,800
units are held in his own name, 3,258,168 units are held in
certain trusts under which Mr Horney and/or members of his
family are beneficiaries and in respect of which Orbis Trustees
Guernsey Limited is a Trustee. As at the year end Mr Horney
jointly with INVESCO Asset Management Ltd held a further 2
loan stock units as nominees for the Company.
(2) The interests of Mr Barrett in the Ordinary shares and
CULS units are represented by the shareholding of Treasury
Holdings in which Mr Barrett has a 50% beneficial interest.
Treasury Holdings also owns 50% of Havenview Investments Limited.
The other half is held indirectly by the Company.
(3) Following the Irish property acquisitions and placing
of Ordinary shares described earlier and in the Chairman’s
Statement, on 6 May 2005 the following Ordinary shares of
the Company were acquired:
– the interest of Mr Horney increased by 5 million Ordinary
shares held in the name of Productive Nominees Limited acting
as Custodian for Orbis Trustees Limited, which in turn acts
as trustee of certain trusts under which Mr Horney and members
of
his family are beneficiaries;
– the interest of Mr Barrett increased by 69,654,519
Ordinary shares through his beneficial 50% interests in Brossbar
Limited, M1 Development Company Limited and Made-in-Europe
Products Limited; and
– Mr Milne acquired an additional 400,000 Ordinary shares.
Save as aforesaid, there were no Directors’ dealings
in any class of the Company’s loan and share capital
between 31 December 2005 and 28 April 2006.
|
|
| |
Substantial
Interests
The Board has been advised that the following shareholders owned
3% or more of the issued Ordinary share capital of the Company as
at 28 April 2006.
| Name |
Number of Ordinary shares
held |
% held |
| Treasury Holdings Limited(1) |
145,373,475 |
57.4. |
| Calyx Limited |
16,564,000 |
6.5 |
| JPMorgan Asset Management |
15,000,000 |
5.9 |
| SG Option Europe S.A. |
9,975,000 |
3.9 |
| R Y F Horney(1) |
8,151,192 |
3.2 |
|
(1) See table and footnotes on previous above
for additional information concerning these holdings. |
| |
Following completion of the acquisitions
and repurchase of shares previously noted, Treasury Holdings holds
more than 50% of the enlarged Ordinary share capital. Treasury Holdings
and persons acting in concert with it are therefore in a position
to increase their shareholdings in the Company without incurring
an obligation under the Take-over Code to make a general offer to
Ordinary shareholders.
On 11 April 2005, a substantial shareholder agreement was put in
place between the Company and Treasury Holdings (“Treasury”)
for the purposes of regulating the relationship between the Company
and Treasury. Under the substantial shareholder agreement, the parties
agreed that, for so long as Treasury and its associates exercise,
or control the exercise of, 30% or more of the voting rights of
the Company or are able to control the appointment of directors
who are able to exercise a majority of votes at board meetings,
Treasury will not (and will exercise such rights as it may have
to procure
that its associates will not): (i) take any action which may result
in the Company or the Manager not being able to carry on its business
independently of Treasury or its associates or (ii) enter into any
transaction or relationship with the Company other than at arm’s
length and on a normal commercial basis. In addition, the agreement
contains an acknowledgement that both the Company and Treasury remain
bound by pre-existing contractual arrangements concerning the management
of conflicts of interest between them.This agreement shall continue
in full force and effect for so long as Treasury and/or any of its
associates continue to own or control Ordinary shares carrying in
aggregate 30% or more of the voting rights in the Company and shall
terminate if the ownership of
the Ordinary shares and/or any of its associates falls below this
level or the Ordinary shares cease permanently to be listed on the
Official List of the UK Listing Authority.
Share buy-backs
During the year 27,923,131 shares were bought back by the Company
at 58.5 pence per share and cancelled.
The Company’s authority to make market purchases of up to
14.99% of its issued Ordinary shares was renewed on 5 July 2005.
On the same date the authority to also make market purchases of
all its outstanding Zero Dividend Preference (ZDP) shares was also
renewed. The Company will be seeking to renew both the Ordinary
and ZDP authorities at this year’s AGM, notice of which is
set out on pages 63 to 64 of the Annual Report and Accounts. These
authorities will only be exercised on terms that are in the interests
of shareholders.
Directors’ Fees
An ordinary resolution to be proposed at the Annual General Meeting
will enable the Company to pay additional fees to Directors reflecting
the additional work undertaken by them as members of the Litigation
Committee during the year. Details of the Directors concerned and
the amount proposed to be paid are given in note 5 on pages 40 to
41 of the Annual Report and Accounts.
An ordinary resolution will also be proposed at the Annual General
Meeting seeking to increase the aggregate of the maximum amount
payable to Directors from £250,000 to £500,000 per annum
in the Company’s Articles of Association. The Directors consider
that it is prudent to allow for an increase in the limit, especially
as the current limit has been exceeded in the last two years, and
given the ongoing increased workloads of the Directors. Fees are
set with reference to prevailing market rates.
Ordinary Shares
During the year 39,497 CULS were converted into Ordinary shares
on a 1:1 basis.
Financial Statements
The Directors’ responsibilities regarding the financial statements
and safeguarding of assets are set out on page 26 of the Annual
Report and Accounts.
Report of the Audit Committee
The Audit Committee is responsible to the Board for reviewing each
aspect of the financial reporting process; the systems of internal
control and management of financial risks, the audit process, relationships
with external auditors, the Company’s processes for monitoring
compliance with laws and regulations, its code of business conduct
and for making recommendations to the Board.
The Company’s internal financial controls and risk management
systems have been reviewed with the investment managers against
risk parameters approved by the Board. The Committee has also received
a satisfactory report on the Manager’s internal operations
from the Manager’s Compliance and Internal Audit Officer.
The audit plan and timetable is drawn up and agreed with the Company’s
Auditors in advance of the financial year end. At this stage, matters
for audit focus are discussed and agreed. These matters are given
particular attention during the audit process and, among other matters,
are reported on by the Auditors in their report to the Committee.
This report is considered by the Committee and discussed with the
Auditors and the Investment Managers prior to approving and signing
the Financial Statements.
The Committee has reviewed the Financial Statements for the year
ended 31 December 2005 with the Investment Managers and Auditors
at the conclusion of the audit process.
The Committee recommended approval by the Board of a group audit
fee of £139,000. Non-audit work undertaken on behalf of the
Company by the Auditors mainly comprised work in connection with
the placing, repurchase and cancellation of Ordinary shares, the
acquisition of the Balbriggan and Barrow Street properties and work
on the Company’s taxation affairs. Details of these fees are
shown in note 5 on page 40 of the Annual Report and Accounts. The
Committee has considered the independence of the Auditors.
Assessment of the Investment Manager
The Company’s investment management agreements are considered
annually by the Management Engagement Committee. The results of
this formal review are advised to the Board. The Management Engagement
Committee carried out the most recent review following the Company’s
financial year end on 31 December 2005 and, on the basis of the
Committee’s report, the Board is pleased to confirm that it
is satisfied with the performance and current terms of appointment
of INVESCO Asset Management Limited and Treasury Holdings.
Going Concern
After making enquiries, the Directors have a reasonable expectation
that the Company has adequate resources to continue in operational
existence for the foreseeable future. For this reason, they continue
to adopt the going concern basis in preparing the Financial Statements.
New Accounting Standards and International
Financial Reporting Standards (“IFRS”)
These financial statements are prepared in accordance with UK GAAP.
With effect from 1 January 2005 several new UK Accounting Standards
have been adopted which align UK GAAP with IFRS. Details of these
are given in note 1 to the Financial Statements with the effects
of changes given in note 2.
The accounting and disclosure issues that arise as a result of adopting
IFRS are in the main already shown in the Financial Statements following
the rapid convergence of UK GAAP to IFRS. The one remaining area
of impact being the IFRS accounting treatment for deferred tax to
be provided on revaluation gains; the effect of this would be to
reduce the Group’s net asset value. Details of unprovided
deferred tax arising as a result of valuation surpluses at the year
end are shown in note 17.
Creditor Payment Policy
The Company’s policy is to pay Stock Exchange trade creditors
on dates of settlement and all other creditors are normally paid
within 30 days or in accordance with contracted terms.
Auditors
On 15 December 2005 KPMG Channel Islands Limited resigned as auditors
and KPMG Dublin were appointed.
A resolution is to be proposed at the Annual General Meeting for
the appointment of KPMG Dublin as auditors of the Company.
32 Commercial Street
St Helier
Jersey
JE4 0QH
8 May 2006 |
|
By order of
the Board
Aztec Financial Services Limited
Secretary |
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