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| Annual
Report and Accounts
Extracts from the Annual Report for the year ended
31 December 2006
Financial Information
The Chairman's Statement
The Investment Advisers' Report
The Directors' Report
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Financial
Information
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31
December 2006 |
1 January 2005 |
Change |
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£'000 |
£'000 |
% |
| Fixed Assets |
1,199,919 |
718,668 |
+66.9 |
| Net debt** |
820,356 |
402,452 |
+103.8 |
| Net assets |
269,053 |
184,453 |
+45.9 |
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| Ordinary shares |
|
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| Net Asset Value |
106.3p |
72.9p |
+45.8 |
| Mid-market price |
104.5p |
- |
- |
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| Zero Dividend Preference share |
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| Net asset value |
161.0p |
147.7p |
+9.0 |
| Share price |
158.7p |
145.0p |
+9.4 |
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| 7.5% Convertible Unsecured Loan Stock
2011 |
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| Mid-market price |
151.5p |
112.8p |
+34.3 |
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| Euro:£ exchange rate |
1.4842 |
1.4554 |
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**excluding Zero Dividend Preference Shareholders’ Entitlement
and loan issue costs but including 7.5.% Convertible Unsecured Loan
Stock 2011, cash and liquid resources. |
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Chairman's
Statement
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I am
pleased to present the results for your Company for calendar year
2006. This was another excellent year for the Company culminating
in the purchase at the end of the year of the 38 acre development
site in Battersea which is home to Battersea Power Station. By virtue
of its size and location the site offers an extraordinary development
opportunity as well as a considerable challenge.
During the year under review the net asset value per ordinary share
increased by 45.8 %. from 72.9 pence to 106.3 pence. Subsequent
to the year end a further enhancement of 16.8 pence per share resulted
from the settlement with Aberdeen of the litigation referred to
below.
In addition to the interim dividend of 1 pence per share paid in
November 2006 we are proposing a final dividend of 1.5 pence per
share, to be paid in July 2007.
The increase in net asset value during the year under review reflects
the continued strong performance of the Irish property portfolio,
details of which are set out below.
As predicted in my interim statement, the Company has changed from
a property investment company to a property company, affording it
greater flexibility to conduct development activities.
Irish Property Portfolio
The total value of the Group’s Irish Property Portfolio increased
to €1.37bn. as at 31 December 2006. The growth in the value
of the portfolio on a like for like basis showed an increase in
Euro terms of 18% over valuation as at 31 December 2005. This growth
was well dispersed throughout the portfolio with good value appreciation
in the Group’s prime investment properties, reflecting continued
strong performance in the Irish investment market. The disposal
of the Group’s interest in a large development site at Sandyford
at a substantial profit also contributed to the year on year performance.
There has been a substantial volume of activity in respect of our
development portfolio during the course of the year with good progress
to report on most of our major projects.
Full planning permission has now been secured for the refurbishment
and extension of Stillorgan Shopping Centre. During the year we
closed the acquisition of a substantial site adjoining the shopping
centre, the bowling alley site, and we have subsequently engaged
with the local planning authority in preparing a comprehensive masterplan,
which would provide for the overall development of our three major
sites in
Stillorgan, including the shopping centre, the bowling alley site
as well as the Blakes site. Further small purchases have been undertaken
by us elsewhere in the Stillorgan area in order to facilitate this
scheme.
Our office development at Barrow Street was completed during the
year and was occupied immediately by Mason Hayes & Curran (
a firm of Irish lawyers) . This building now forms a fine addition
to our investment portfolio. Meanwhile, design development work
continues in respect of the balance of our Barrow Street site and
we anticipate that a planning application will be lodged during
the course of this year with Dublin City Council for a major project
adjoining the new Mason Hayes & Curran building.
Master planning continues in respect of our sites at Cabinteely,
Collinstown and Balgaddy. In the context of Balgaddy, we have successfully
secured the agreement of the local planning authority to designate
our site as part of a strategic development zone, which should facilitate
a fast-track planning approval.
Development activity commenced on the M1 Business Park with two
warehouse distribution units under construction. Terms have been
agreed already for the pre-sale of the larger of these units. Terms
have also been agreed for the sale of a site for a filling station
on the M1 Business Park. This filling station will form a part of
the new motorway services area, located at a key interchange on
the M1 Motorway linking Dublin
with Belfast. While we have already secured planning permission
for a scheme on the motorway services area site, a new application
has been lodged to further enhance this scheme. Other projects where
we are looking to further enhance schemes in respect of which we
have previously obtained planning consent include, the remainder
of the lands at Central Park, the Town Centre site at Ballymun,
43 / 49 Mespil Road and Baggot Buildings.
A further significant transaction agreed during the year was the
decision to form a joint venture with Drogheda Port Company for
the development of a new Port at Bremore, Balbriggan. Located approximately
20 miles north of Dublin where the largest port in the country is
currently located, Bremore has the potential for very substantial
growth and brings a wide range of development and investment opportunities
to the Company.
Lettings during the year comprised a number of units in Stillorgan
Shopping Centre where trade has now stabilised satisfactorily following
the impact of the opening of Dundrum Town Centre in 2005. New leases
were granted to the Government of Finland in respect of a floor
in Block D, Russell Court and in respect of our retail property
at 35 Henry Street.
Ongoing rent reviews for the portfolio included a further batch
of units at Stillorgan Shopping Centre, where rent reviews continue
to produce good levels of growth. The first rent review dates for
the office buildings at Central Park have passed and negotiations
are now underway.
Financing
During the period under review, as reported in my interim statement,
the Group completed the refinancing of a substantial portion of
the borrowings of Castle Market Holdings, the holding company of
a large part of the Group’s Irish assets. A new €375
million securitised loan was drawn down, together with a €50
million junior loan. The transaction consituted the first multiple
property debt securitisation carried out in
Ireland 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.
The Battersea acquisition was completed at the end of the year.
The total consideration of £400 million was financed with
£100 million of cash, a £150 million 3 year secured
loan from Bank of Scotland and a £150 million 6.324% 2011
secured, subordinated loan note issued to the seller.
Management Arrangements
Prompted by the acquisition of the Battersea site and, at the same
time the conversion of the Company to a property company, the Board
decided to appoint Treasury Holdings, whose original remit related
only to the Company’s Irish properties, as investment adviser
for all of the Group’s property assets. In light of this and
the realisation of all but one of the Company’s investment
properties in the UK, the role taken on by INVESCO in 2003 was effectively
redundant and so in December of last year INVESCO stood down as
manager of the Company’s assets on agreed terms. I am pleased
to say that INVESCO have agreed to continue to advise the Board
on certain technical issues. The net effect of these changes, described
in detail in the Company’s circular to shareholders published
in December last year, is a significant reduction in the Company’s
overheads.
With effect from 27 March 2007 Guy Leech has joined the Board as
an additional non-executive director.
Guy is Group Finance Director of Treasury Holdings and has run their
London office since 1998. Before joining Treasury Holdings in 1998,
Guy was at GE Capital Real Estate in London. Guy has been closely
involved with REO since 2003. He was instrumental in initiating
and executing the bond refinancing put in place early last year
and in managing the recent Battersea acquisition through to completion.
I speak for the whole Board in saying that I am delighted that he
has agreed to join us and we are confident that his expertise and
experience in finance and property will strengthen the Board.
Post Balance Sheet Events
On 16 March 2007 we announced that the Company had reached a settlement
with Aberdeen Asset Management ("Aberdeen") in relation
to all claims against Aberdeen arising from the launch of REO and
the subsequent management by Aberdeen of REO’s income portfolio.
The settlement with Aberdeen provides for an immediate cash payment
to be made to REO by Aberdeen and a further cash payment to be made
in January 2008. In addition, Aberdeen agreed to discontinue its
counterclaim against REO for unpaid management fees.
The net effect of the settlement on REO, after taking full account
of the immediate and deferred cash payments, providing for costs
as appropriate and releasing such provisions as have been made in
respect of the Aberdeen counterclaim, is an enhancement to net assets
(as at 30 June 2006) of some £49.7 million. As announced,
this equates to an enhancement of 19.6 pence per ordinary share
(versus the 30 June 2006 NAV) or, taking account of dilution by
REO’s convertible unsecured loan stock, 14 pence per ordinary
share. On an undiluted basis, 2.8 pence of the 19.6 pence per share
enhancement is included in the results to 31 December 2006, and
the balance of 16.8 pence will be reflected in the Company’s
interim accounts to 30 June 2007.
The Board intends to continue with related claims against UBS.
Outlook for 2007
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.
The Group has one of the largest portfolios of properties in the
Irish market. The range of quality investment and development properties
provides 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. Beyond this, the acquisition
of the Battersea site provides welcome diversification, and we are
excited about the enormous potential which this unique site offers
over the longer term. As far as the UK is concerned, prospects for
GDP growth show a slight moderation year on year, with consumer
spending expected to remain around the 2006 levels.
Business investment is expected to be significantly higher in 2007
due to the recent healthy corporate profitability levels. The prospects
for the UK investment property market remain positive with strong
performance expected to continue, relative to other investment classes.
R Y F Horney
Chairman
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Investment
Advisers' Report
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Irish
Economic Overview
The Irish economy experienced another year of
very strong growth in 2006. Official data from the ESRI shows that
real GNP expanded by an estimated 6.2% in 2006, compared to 5.3%
the previous year. In real GDP terms the economy grew by 5.8%, compared
to 5.5% in 2005.
Retail spending remained very robust during the year with the most
recent data from the Central Statistics Office showing an annual
average increase of 6.2% in the volume of sales during the 12 month
period. The first Special Savings Incentive Account (SSIA), a state
sponsored savings scheme , funds were released in May last year,
with two thirds of SSIA’s maturing in 2007. This is likely
to provide a further boost to the market. Some €15 billion
of funds will be maturing between May 2006 and April 2007, which
is equivalent to 8.5% of GDP.
Increases in housing costs (due to higher mortgage payments) are
putting upward pressure on inflation. The annual rate of inflation
increased during the year to reach 4.9% in December. This is the
highest level since March 2003.
The results of the Census 2006, which were released during the summer,
highlighted significant population growth between 2002 and 2006.
The preliminary total for the population of the State as of April
2006 was 4.23 million persons, compared with 3.92 million persons
in 2002. This represents an increase of 7.9% in four years. The
population is projected to grow to 4.5 million by 2010 and to 5
million by 2020. Such
population rises have significant implications for all aspects of
the property market, particularly the housing market.
The Irish labour market is still performing strongly. Employment
growth remained high during the year with the total number of persons
employed exceeding the 2 million mark for the first time. With the
economy close to full employment, the unemployment rate remains
one of the lowest in the EU at approximately 4.5%. Foreign workers
continue to make up a significant portion of the Irish labour force.
This growth continues to be led particularly by the construction
industry but the financial services and health sectors also continue
to grow strongly.
The ECB increased rates by a further 0.25% to 3.5% in December 2006
(sixth consecutive increase). This increase means that the ECB has
increased official interest rates by 1.5% in total since December
2005. Despite this, the current level of interest rates still remains
relatively low in historic terms. The market is expecting rates
to rise by another 0.5% during 2007, with rates expected to stay
on hold thereafter.
Irish Property Markets
The Irish property market continues to perform exceptionally well
with the SCS/IPD Index producing a total market return of 27.2%
over the 12 months to December 2006. This is the net result of 4.4%
income return and 21.9% capital growth. The office market recovery
is now firmly established, which is reflected in the Index with
a return of 27.6% over the 12 months to December 2006.
Irish Occupational Markets
(a) Office Market
An excellent final quarter performance was experienced in the Dublin
office market this year. A return of 4.7% was recorded for the quarter.
In comparison to the other property sectors, 2006 was the first
year that the office sector outperformed the retail sector, with
total returns of 27.6%. The capital value element of the Index was
composed of 3.6% in the quarter, bringing the growth in capital
values in the last 12 months to 21.7%.
Activity in the Dublin office market remained buoyant in the final
quarter of the year with take-up reaching a robust 105,600 sq.m,
according to DTZ. This is almost twice the level experienced in
the previous quarter and is the highest ever recorded in a three
month period. It is estimated that the quantity of accommodation
taken up for the year reached an all time high of 243,900 sq.m,
which is approximately 60% greater than the previous year. 46% of
this space taken up during the year was located in the prime region
of the city.
The pace of construction activity shows no sign of easing, with
331,700 sq.m of accommodation currently under construction, which
is 33% greater than the same period last year. Additionally, almost
a quarter of the space under construction was pre-let at the end
of the year, with a further 12% under active negotiation. Just over
a third of this accommodation under construction is located in the
prime region of the city, where demand is strongest and as a result
is unlikely to remain vacant in the long term.
The vacancy rate has fallen, with a rate of 14.6% recorded at the
end of the quarter for the overall market (DTZ). This is the lowest
rate in almost five years. The suburbs accounted for over half of
all the available space. Interestingly, 28% of all available space
was under active negotiation at the end of 2006, which if taken
up could substantially reduce the vacancy rate further to 10.5%,
which is not too far away from the market equilibrium rate of 7%.
Rents of between €590 and €645 per sq.m have been achieved
in Dublin 2/4 and the Docklands, with tenant incentives declining
significantly. As the vacancy rate declined, it is expected that
prime rents will continue to increase, with rents in excess of €700
per sq.m expected to be achieved. Suburban schemes continue to vary
considerably depending on location. Rents which lie at between €160
and €270 per sq m.
The demand is currently been driven by the professional and financial
sectors, with the professional sector being the most active during
the year, accounting for 36% of all office space taken up. According
to the IPD Index, the equivalent yield in the office sector for
the 12 months to December 2006 was 4.46%. However two recent office
sales have returned very low initial yields of 2.75%
.
(b) Retail Market
The retail sector experienced another strong performance in 2006
with an impressive return of 26.7% over the year to December 2006,
with a return 6.9% in the final quarter of the year. The strength
of returns for retail property reflects very robust capital growth
of 22.8% in the 12 month period, compared to 23.1% in the previous
year. According to the IPD Index the equivalent yield in the retail
sector for the 12 months to December 2006 was 3.38%. However there
have been transactions on prime high streets at an all time low
of 2.5%.
Retail spending remained very robust during the year, with the most
recent data from the Central Statistics Office showing an annual
average increase of 6.2% in the volume of sales during the 12 month
period. This is compared to growth of 4.8% in 2005 and is the highest
level experienced since 2000. Recent interest rate increases do
not appear to be affecting sales activity and consumer demand has
certainly been further fuelled in recent months by the maturing
of the first SSIA saving accounts.
These impressive consumer statistics continue to encourage not only
indigenous retailers to expand, but have encouraged a large number
of international retailers to seek out opportunities to locate and
expand across the country. This continues to escalate rental values
and boost activity, particularly in high street locations and modern
shopping centres. Planning permission was granted by Fingal County
Council to develop a 30,000 sq.m IKEA store in Ballymun, Dublin
11. However this decision is subject to appeal to An Bord Pleanala.
Development activity in the retail sector continues, with approximately
265,000 sq.m of both shopping centre and retail park accommodation
added to the market in the last 12 month period. This pace of development
activity is set to continue, with approximately 430,000 sq.m of
shopping centre and retail park space currently under construction,
while planning permission has been granted for a further 585,000
sq.m of space.
With the improvement in the quality of retail accommodation in Ireland,
the older retail offerings are coming under pressure to reinvent
themselves to meet the raised expectations of the Irish consumer
in this more competitive environment.
(c) Industrial Market
The Dublin industrial market continued to strengthen during the
fourth quarter of 2006, recording a total return of 6.4% in the
quarter.
The increased level of demand has seen the vacancy rate decline
to 8.4% (DTZ), which compares favourably to 10.3% at the end of
2005. This rate is due to limited speculative development in the
market over the last few years and the fact that older industrial
buildings and land are being redeveloped for higher value uses.
This reduction in supply levels has impacted positively on capital
values and growth in rents.
The capital value element of the Index was composed of 4.9% in the
fourth quarter, bringing the growth in capital values in the last
12 months to 18.1% (compared with 8.9% in the same period of 2005).
The Dublin Port Tunnel opened on the 22 December 2006. This is particularly
significant for the industrial sector. This is likely to boost demand
along the M1 and M50 motorways, fueling growth in both building
and land values.
(d) Residential Market
Activity in the housing market remains positive, with strong growth
in mortgage credit, house prices and house completions. According
to Permanent TSB data, prices nationally rose by 0.1% in both November
and December 2006. The annual rate of house price inflation was
recorded at 11.8% at the end of the year.
The latest figures from the Central Statistics Office reveal that
the total number of immigrants into Ireland reached 86,900 in the
year to April 2006. The strength of this migration continues to
underpin the demand for residential property. If it is assumed that
a third of all immigrants either buy or rent a property, this would
suggest a requirement for just under 30,000 units, equivalent to
almost a third of all new properties being built during the period.
The ECB increased rates by a further 0.25% to 3.5% in December 2006.
This latest increase means that the ECB has increased official interest
rates by 1.5% in total since December 2005. The view is however
that the Irish property market will continue to perform strongly
on the back of positive economic conditions, in particular strong
employment and favorable demographic trends including strong population
growth, high
levels of immigration and falling household sizes.
2006 was a phenomenal year for the new homes market with the latest
figures from the Department of the Environment revealing that a
total of 93,419 residential units were completed during the 12 month
period. This is equivalent to 22 units per thousand of the population
and represents a 15% increase on the record high of 2005.
(e) Summary
The outlook for the retail sector for the year ahead is positive,
supported by the continued strength of the Irish economy and growth
in consumer expenditure. The further release of SSIA funds for the
next number of months will provide a further boost to the market.
The office market looks set to repeat its strong performance of
2006 in the year ahead, with a number of very large occupier requirements
in the market, especially in Dublin city centre.
For the residential market as a whole, house prices will continue
to increase this year for both new and existing properties. Strong
demand, particularly from first time buyers, continues following
the amendments to the stamp duty rates last year, the introduction
of 100% mortgages and the strength of immigration.
Treasury Holdings
Investment Adviser
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Directors'
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 2006.
Principal Activities and Business Review
The business of the Company is that of a public property company
investing mainly in the Irish property market but also overseas.
A review of the Company’s activities is given in the Chairman’s
Statement and the Investment Adviser’s Report.
Status
The Company constitutes a collective investment fund, under the
collective Investment Funds (Jersey) Law 1988 (as amended), 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.
Results and Dividends
The financial results for the year ended 31 December 2006 are shown
in the Consolidated Profit and Loss and Statement of Total Recognised
Gains and Losses on pages 29 and 30 respectively.
An interim dividend of 1p per Ordinary share was paid on 3 November
2006 to shareholders on the register on 6 October 2006. Conditional
on shareholder approval, a final dividend of 1.5p per Ordinary share
will be paid on 6 July 2007 to shareholders on the register on 8
June 2007.
Extraordinary General Meeting (“EGM”) Shareholders approved
all the resolutions proposed at the EGM held on 29 December 2006
concerning:
- the acquisition of Battersea Power Station, London for a consideration
of £400 million to be satisfied in cash of £250 million
on completion and the balance by the issue of the 6.324% secured
loan notes 2011 to the seller. The cash element of the consideration
will be financed by the Company’s
existing cash resources and from a new loan facility with the Bank
of Scotland.
- the amendment of the Company’s articles of association by
deleting the Article which requires the Company to comply with the
investment restrictions from time to time applicable to property
investment companies under the Listing Rules.
Conversion to Property Company
Since its launch the Company constituted a property investment company
for the purposes of the Listing Rules and presented its financial
statements in accordance with Statement of Recommended Practice:
Financial Statements of Investment Trust Companies. Following the
reclassification of the Company as a property company the financials
for 2006 are presented in accordance with UK Generally Accepted
Accounting Principles. The comparative financial statements have
been presented
on a consistent basis.
As REO is no longer an investment company, Mr Barrett and Mr Leech
will not be subject to annual re-election in order to comply with
Chapter 15.2 of the UKLA Listing Rules.
Events Subsequent to the Year End
Details of subsequent events are set out in note 27 to the Financial
Statements.
Aberdeen litigation
On 16 March 2007 the Company announced that it had reached a settlement
with Aberdeen Asset Management (“Aberdeen”) in relation
to all claims against Aberdeen arising from the launch of REO and
the subsequent management by Aberdeen of REO’s income portfolio.
Details of the settlement of the claim are set out under note 27
(a) of the Financial Statements.
The Board intends to continue with related claims against UBS.
Directors
The Directors of the Company, all of whom served throughout the
year, are shown with brief biographical details on page 13.
In accordance with the Articles of Association, Mr. Horney, Mr.
Leech, Mr. Richardson and Mr. Jenkins 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 Global Property Portfolio and
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 2006 are shown below |
|
| |
At 31 December
2006 |
At 31 December
2005 |
| |
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 |
8,151,192 |
- |
4,162,970 |
| RJ Barrett (2) |
145,373,475 |
- |
9,328,790 |
145,373,475 |
- |
9,328,790 |
KA Jenkins |
50,000 |
- |
- |
25,000 |
- |
- |
| JP Jenkinson |
- |
- |
- |
- |
- |
- |
| GPD Milne |
400,000 |
5,000 |
- |
400,000 |
5,000 |
- |
| DO Moon |
100,000 |
- |
- |
50,000 |
- |
- |
| MW Richardson |
75,000- |
- |
- |
- |
- |
- |
| GW Leech |
|
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|
|
|
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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 Limited held a further 26 Ordinary
shares as nominee for the Company. Of Mr Horney’s interest
in the CULS, 904,800 units are again held by Cheviot Capital
(Nominees) Limited, 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 Guernesy Limited is
a Trustee. As at the year end Mr Horney jointly with INVESCO
Asset Management Limited 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.
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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 February 2007.
| Name |
Number of Ordinary shares
held |
% held |
| Treasury Holdings Limited(1) |
147,935,591 |
58.46 |
| Standard Life Investments |
17,627,707 |
6.97 |
| Calyx Limited |
16,564,000 |
6.55 |
| JPMorgan Asset Management |
15,000,000 |
5.93 |
| SG Option Europe S.A. |
11,165,000 |
4.41 |
| R Y F Horney |
8,151,192 |
3.22 |
|
1. See table and footnotes on previous page for additional information
concerning these holdings.
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 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
The Company’s authority to make market purchases of up to
14.99% of its issued Ordinary shares was renewed on 20 June 2006.
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 69 and 70. These authorities will only be exercised
on terms that are in the interests of shareholders.
Directors’ Fees
Details of the Directors fees are given in note 5 on page 40.
Ordinary shares
During the year no CULS were converted into Ordinary shares.
Financial Statements
The Directors’ responsibilities regarding the financial statements
and safeguarding of assets are set out on page 26.
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 Advisers against
risk parameters approved by the Board.
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 Advisers prior to approving and signing
the Financial Statements.
The Committee has reviewed the Financial Statements for the year
ended 31 December 2006 with the Investment Advisers and Auditors
at the conclusion of the audit process.
The Committee recommended approval by the Board of a group audit
fee of £162,000. Non-audit work undertaken on behalf of the
Company by the Auditors mainly comprised work in connection with
the acquisition of Battersea Power Station in London, refinancing
in relation to the bond deal and work on the Company’s taxation
affairs. Details of these fees are shown in note 5 on page 40. The
Committee has considered the independence of the Auditors.
Terms of appointment
The Company’s investment management and advisory 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
2006 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 Treasury Holdings and INVESCO
Asset Management Limited.
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 Financial Statements.
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.
32 Commercial Street
St Helier
Jersey
JE4 0QH
16 April 2007 |
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By order of
the Board
Aztec Financial Services Limited
Secretary |
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