REG-Lon.&Assoc.Props PLC: Annual Results <Origin Href="QuoteRef">LAS.L</Origin> - Part 7
29/04/2016 08:05
- Part 7: For the preceding part double click ID:nPRrS055Ef
Loan account - 127 (208)
Simon Heller Charitable Trust
Current account (63) - -
Loan account - (700) -
Directors and key management
M A Heller and J 6 (i) 4 -
A Heller
H D Goldring (30) (ii) - -
(Delmore Asset Management
Limited)
C A Parritt (19) (ii) - -
R Priest (A & M (34) (ii) - -
Europe LLP)
Ezimbokodweni Mining (Pty) 94 897 -
Limited
Totals at 31 December 2015 53 340 (208)
Totals at 31 December 2014 65 702 (128)
Nature of costs recharged - (i) Property management fees (ii) Consultancy fees.
Langney Shopping Centre Unit Trust (joint venture)
Langney Shopping Centre Unit Trust (Langney) is owned 12.5 per cent by the
Company and 12.5 per cent by Bisichi Mining PLC. The remaining 75 per cent is
owned by Columbus Capital Management LLP. At the year-end LAP and Bisichi each
had a loan of £63,500 repayable and which has been received since the year-end.
The Company provides property management services to Langney. The investment
was sold since the year end and is shown as an asset available for sale in the
Balance Sheet.
Ezimbokodweni Mining (Pty) Limited (joint venture)
Ezimbokodweni Mining is a Bisichi joint venture and is treated as a non-current
asset investment. It is a prospective coal production company based in South
Africa.
Directors
London & Associated Properties PLC provides office premises, property
management, general management, accounting and administration services for a
number of private property companies in which Sir Michael Heller and J A Heller
have an interest. Under an agreement with Sir Michael Heller no charge is made
for these services on the basis that he reduces by an equivalent amount the
charge for his services to London & Associated Properties PLC. The board
estimates that the value of these services, if supplied to a third party, would
have been £300,000 for the year (2014: £300,000).
The companies for which services are provided are: Barmik Properties Limited,
Cawgate Limited, Clerewell Limited, Cloathgate Limited, Ken-Crav Investments
Limited, London & South Yorkshire Securities Limited, Metroc Limited, Penrith
Retail Limited, Shop.com Limited, South Yorkshire Property Trust Limited,
Wasdon Investments Limited, Wasdon (Dover) Limited, and Wasdon (Leeds) Limited.
In addition the Company received management fees of £10,000 (2014: £10,000) for
work done for two charitable foundations, the Michael & Morven Heller
Charitable Foundation and the Simon Heller Charitable Trust.
The Simon Heller Trust has placed on deposit with LAP £700,000 at an interest
rate of 9% which is refundable on demand.
Delmore Asset Management Limited (Delmore) is a Company in which H D Goldring
is a majority shareholder and director. Delmore provides consultancy services
to the Company on an invoiced fee basis.
Alvarez & Marsal Real Estate Advisory Services LLP (A&M) is a company in which
R Priest is a director. A&M provides consultancy services to the Company on an
invoiced fee basis.
J A Heller received a loan of £30,000, which has been repaid in the year.
In 2012 a loan of £116,000 was made by Bisichi to one of the Bisichi directors
- A R Heller. The loan amount outstanding at the year end was £86,000 (2014: £
101,000) and a repayment of £15,000 (2014: £15,000) was made during the year.
The directors are considered to be the only key management personnel and their
remunerations including employer's national insurance for the year were £
1,341,000 (2014: £1,521,000). All other disclosures required including interest
in share options in respect of those directors are included within the
remuneration report.
29. Employees
The average number of employees, including directors, of the Group during the
year was as follows:
2015 2014
Production 191 213
Administration 44 45
235 258
Staff costs during the year were as follows:
2015 2014
£'000 £'000
Salaries and other costs 6,459 6,843
Social security costs 361 378
Pension costs 368 510
Share based payments 31 55
7,219 7,786
30. Capital Commitments
2015 2014
£'000 £'000
Commitments for capital expenditure approved but for 306 389
which contracts have not been placed at the year end
Share of commitment of capital expenditure in joint 1,102 1,402
venture
All the above relates to Bisichi Mining PLC.
31. Operating and finance leases
Operating leases on land and buildings
At 31 December 2015 the Group had commitments under non-cancellable operating
leases on land and buildings expiring as follows:
2015 2014
£'000 £'000
After five years 1,920 2,160
Operating lease payments represent rentals payable by the Group for its office
premises.
The leases are for an average term of ten years and rentals are fixed for an
average of five years.
Present value of head leases on properties
Minimum lease Present value of
payments minimum lease
payments
2015 2014 2015 2014
£'000 £'000 £'000 £'000
Within one year 306 306 306 306
Second to fifth year 1,225 1,226 1,139 1,139
After five years 30,142 30,456 3,339 3,343
31,673 31,988 4,784 4,788
Future finance charges on finance (26,889) (27,200) - -
leases
Present value of finance lease 4,784 4,788 4,784 4,788
liabilities
Finance lease liabilities are in respect of leased investment property. A few
leases provide for contingent rent in addition to the rents above, usually a
proportion of rental income.
Finance lease liabilities are effectively secured as the rights to the leased
asset revert to the lessor in the event of default.
Future aggregate minimum rentals receivable
The Group leases out its investment properties to tenants under operating
leases. The future aggregate minimum rentals receivable under non-cancellable
operating leases are as follows:
2015 2014
£'000 £'000
Within one year 6,491 6,129
Second to fifth year 20,207 19,479
After five years 35,622 35,141
62,320 60,749
32. Contingent liabilities and events after the reporting period
There were no contingent liabilities at 31 December 2015 (2014: £Nil), except
as disclosed in Note 23.
Bank guarantees have been issued by the bankers of Black Wattle Colliery (Pty)
Limited on behalf of the Company to third parties. The guarantees are secured
against the assets of the Company and have been issued in respect of the
following:
2015 2014
£'000 £'000
Rail siding & transportation 47 158
Rehabilitation of mining land 1,009 1,114
Water & electricity 42 52
1,098 1,324
Following the year end the Group has sold its investment in Langney Shopping
Centre Unit Trust and it is shown as an 'Asset held for Sale' in the
Consolidated Balance Sheet.
33. Company financial statements
Company balance sheet at 31 December 2015
Notes 2015 2014 01-Jan-2014
£'000 £'000 £'000
Fixed assets
Tangible assets 33.3 28,468 28,641 70,509
Other investments:
Associated company - Bisichi 33.4 489 489 489
Mining PLC
Subsidiaries and others 33.4 57,472 57,917 47,649
including Dragon Retail
Properties Limited
57,961 58,406 48,138
86,429 87,407 118,647
Current assets
Assets held for sale 33.5 964 - -
Debtors 33.6 1,084 1,830 11,730
Deferred tax tax due after more 33.10 3,055 4,699 3,605
than one year
Investments 33.7 20 21 23
Bank balances 2,233 3,793 4,969
7,356 10,343 20,327
Creditors
Amounts falling due within one 33.8 (53,769) (53,226) (78,711)
year
Net current liabilities (46,413) (42,883) (58,384)
Total assets less current 40,016 44,164 60,263
liabilities
Creditors
Amounts falling due after more 33.9 (18,228) (18,214) (29,222)
than one year
Net assets 21,788 25,950 31,041
Capital and reserves
Share capital 33.11 8,554 8,554 8,554
Share premium account 4,866 4,866 4,866
Capital redemption reserve 47 47 47
Treasury shares 33.11 (482) (883) (1,159)
Retained earnings 8,803 13,366 18,733
Shareholders' funds 21,788 25,950 31,041
These financial statements were approved by the board of directors and
authorised for issue on 28th April 2016 and signed on its behalf by:
Sir Michael Heller Anil Thapar Company
Registration No. 341829
Director Director
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2015
Retained
earnings
Capital excluding
Share Share redemption Treasury treasury Total
capital premium reserve shares shares equity
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 8,554 4,866 47 (1,159) 18,733 31,041
January 2014
Loss for year (5,126) (5,126)
Total - - - - (5,126) (5,126)
comprehensive
income
Dividends - - - - - (106) (106)
equity
holders
Acquisition - - - (88) - (88)
of own shares
Disposal of - - - 229 - 229
own shares
Loss on - - - 135 (135) -
transfer of
own shares
Transactions - - - 276 (241) 35
with owners
Balance at 31 8,554 4,866 47 (883) 13,366 25,950
December 2014
Loss for year - - - - (4,144) (4,144)
Total - - - - (4,144) (4,144)
comprehensive
income
Dividends - - - - - (133) (133)
equity
holders
Acquisition - - - (111) - (111)
of own shares
Disposal of - - - 226 - 226
own shares
Loss on - - - 286 (286) -
transfer of
own shares
Transactions - - - 401 (419) (18)
with owners
Balance at 31 8,554 4,866 47 (482) 8,803 21,788
December 2015
£5.9 million of retained earnings (excluding treasury shares) is distributable.
33.1. Company
Accounting policies
The following are the main accounting policies of the Company:
Basis of PREPARATION
The financial statements have been prepared on a going concern basis and in
accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework'
(FRS 101) and Companies Act 2006. The financial statements are prepared under
the historical cost convention as modified to include the revaluation of
freehold and leasehold properties and fair value adjustments in respect of
current asset investments and interest rate hedges.
The results of the Company are included in the consolidated financial
statements. No profit or loss is presented by the Company as permitted by
Section 408 of the Companies Act 2006.
In transition to FRS 101, the Company has applied International Financial
Reporting Standard 1 'First Time Adoption of International Financial Reporting
Standards' (IFRS 1) subject to the exemptions available under FRS 101 and
listed below.
In these financial statements, the company has applied the exemptions available
under FRS 101 in respect of the following disclosures:
• Cash Flow Statement and related notes;
• Comparative period reconciliations for share capital, tangible fixed
assets and intangible assets;
• Disclosures in respect of transactions with wholly owned subsidiaries;
• Disclosures in respect of capital management;
• The effects of new but not yet effective IFRSs;
• Disclosures in respect of the compensation of Key Management Personnel
As the consolidated financial statements include the equivalent disclosures,
the Company has also taken the exemptions under FRS 101 available in respect of
the following disclosures:
• IFRS 2 Share Based Payments in respect of group settled share based
payments;
• The disclosures required by IFRS 7 and IFRS 13 regarding financial
instrument disclosures have not been provided apart from those which are
relevant for the financial instruments which are held at fair value and are not
either held as part of trading portfolio or derivatives.
An explanation of how the transition to FRS 101 has affected the reported
financial position of the company is provided in note 33.16.
Key judgements and estimates
The preparation of the financial statements requires management to make
assumptions and estimates that may affect the reported amounts of assets and
liabilities and the reported income and expenses, further details of which are
set out below. Although management believes that the assumptions and estimates
used are reasonable, the actual results may differ from those estimates.
Further details of the estimates are contained in the Directors' Report.
Investments in subsidiaries associated undertakings and joint ventures
Investments in subsidiaries, associated undertakings and joint ventures are
held at cost less accumulated impairment losses.
Fair value measurements of investment properties and investments
An assessment of the fair value of certain assets and liabilities, in
particular investment properties, is required to be performed. In such
instances, fair value measurements are estimated based on the amounts for which
the assets and liabilities could be exchanged between market participants. To
the extent possible, the assumptions and inputs used take into account
externally verifiable inputs. However, such information is by nature subject to
uncertainty. The directors note that the fair value measurement of the
investment properties may be considered to be less judgemental where external
valuers have been used and as a result of the nature of the underlying assets.
The following accounting policies are consistent with those of the Group and
are disclosed on page 54 to 59 of the Group financial statements.
• Revenue
• Property operating expenses
• Employee benefits
• Financial instruments
• Investment properties
• Other assets and depreciation
• Assets held for sale
• Income taxes
• Leases
33.2. LOSS for the financial year
The Company's result for the year was a loss of £4,144,000 (2014 loss: £
5,126,000). In accordance with the exemption conferred by Section 408 of the
Companies Act 2006, the Company has not presented its own profit and loss
account.
33.3. Tangible assets
Investment Properties Office
Total Freehold Leasehold Leasehold Equipment
£'000 £'000 over 50 under 50 and motor
years years vehicles
£'000 £'000 £'000
Cost or valuation at 1 28,910 7,945 18,746 1,772 447
January 2015
Additions 157 - 148 - 9
Decrease in present (3) - - (3) -
value of head leases
(Decrease)/increase on (295) 515 (678) (125) (7)
revaluation
Cost or valuation at 28,769 8,460 18,216 1,644 449
31 December 2015
Representing assets
stated at:
Valuation 28,320 8,460 18,216 1,644 -
Cost 449 - - - 449
28,769 8,460 18,216 1,644 449
Depreciation at 1 269 - - - 269
January 2015
Charge for the year 39 - - - 39
Disposals (7) - - - (7)
Depreciation at 31 301 - - - 301
December 2015
Net book value at 1 28,641 7,945 18,746 1,772 178
January 2015
Net book value at 31 28,468 8,460 18,216 1,644 148
December 2015
The freehold and leasehold properties, excluding the present value of head
leases and directors' valuations, were valued as at 31 December 2015 by
external professional firms of chartered surveyors. The valuations were made at
fair value. The directors' property valuations were made at fair value.
2015 2014
£'000 £'000
Allsop LLP 21,905 22,045
Directors' valuation 1,825 1,825
23,730 23,870
Add: Present value of headleases 4,590 4,593
28,320 28,463
The historical cost of investment properties was as follows:
Freehold Leasehold Leasehold
£'000 over 50 under 50
years years
£'000 £'000
Cost at 1 January 2015 4,861 13,818 1,939
Additions - 148 -
Cost at 31 December 2015 4,861 13,966 1,939
Long leasehold properties are held on leases with an unexpired term of more
than fifty years at the balance sheet date.
33.4. Other investments
Cost Total Shares in Shares in Shares in
£'000 subsidiary joint associate
companies ventures £'000
£'000 £'000
At 1 January 2015 58,406 56,789 1,128 489
Additions - - - -
Repayments - - - -
Reclassified as assets held for (964) - (964) -
sale
Reversal of impairment provision 519 519 - -
At 31 December 2015 57,961 57,308 164 489
Subsidiary companies
Details of the Company's subsidiaries are set out in Note 15. As stated on page
55 under IFRS 10 Bisichi Mining Plc and its subsidiaries and Dragon Retail
Properties Limited are accounted for as subsidiaries of the Company.
In the opinion of the directors the value of the investment in subsidiaries is
not less than the amount shown in these financial statements.
Details of the joint ventures are set out in Notes 12 and 13.
33.5. ASSETS HELD FOR SALE
2015 2014
£'000 £'000
Investment in Langney Shopping Centre Unit Trust
At 1 January - -
Transfer from investment in joint venture (note 12) 964 -
At 31 December 964 -
On the 11 March 2016, the Company disposed of its investment in Langney
Shopping Centre Unit Trust, an unlisted property unit trust incorporated in
Jersey. At year end, the company owned 12.5% of the units of the trust. The net
proceeds from the sale were £1,168,000 (including dividend). At year end, the
Company's share of the net assets of the trust was £1,168,000 (2014: £
1,375,000).
33.6. Debtors
2015 2014
£'000 £'000
Trade debtors 315 384
Amounts due from subsidiary companies - 390
Amounts due from associate and joint ventures 123 308
Other debtors 159 157
Prepayments and accrued income 487 591
1,084 1,830
33.7. Investments
2015 2014
£'000 £'000
Market value of the listed investment portfolio 20 21
Unrealised deficit of market value over cost (3) (2)
Listed investment portfolio at cost 23 23
All investments are listed on the London Stock Exchange.
33.8. Creditors: amounts falling due within one year
2015 2014
£'000 £'000
Bank loans (unsecured) - 201
Debenture stocks £5 million First Mortgage Debenture - 1,250
Stock 2018 at 11.6 per cent
Amounts owed to subsidiary companies 47,511 44,947
Amounts owed to joint ventures 2,215 2,406
Other taxation and social security costs 314 536
Other creditors 1,364 1,630
Accruals and deferred income 2,365 2,256
53,769 53,226
During the year, the Company repaid early £1.25 million of the £5 million First
Mortgage Debenture Stock 2018, at an additional cost of £158,000.
33.9. Creditors: amounts falling due after more than one year
2015 2014
£'000 £'000
Present value of head leases on properties 4,590 4,593
Term Debenture stocks:
£3.75 million First Mortgage Debenture Stock 2018 at 3,750 3,750
11.6 per cent
£10 million First Mortgage Debenture Stock 2022 at 9,888 9,871
8.109 per cent*
13,638 13,621
18,228 18,214
*The £10 million debenture is shown after deduction of un-amortised issue
costs.
Details of terms and security of overdrafts, loans and loan renewal and
debentures are set out in note 21.
Repayment of borrowings:
Bank loans and overdrafts:
Repayable within one year - 201
Debentures:
Repayable within one year - 1,250
Repayable between two and five years 3,750 3,750
Repayable in more than five years 9,888 9,871
13,638 15,072
33.10. deferred tax ASSET
2015 2014
£'000 £'000
Deferred Taxation
Balance at 1 January 4,699 3,605
Transfer to profit and loss account (1,644) 1,094
Balance at 31 December 3,055 4,699
The deferred tax balance comprises the following:
Accelerated capital allowances (868) (955)
Short-term timing differences (131) (146)
Revaluation of investment properties 217 38
Loss relief 3,837 5,762
Deferred tax asset provision at end of period 3,055 4,699
33.11. Share capital
Details of share capital, treasury shares and share options are set out in Note
26.
33.12. Related party transactions
Cost Amounts Advanced
recharged owed to
to (by) by (to) (by)
related related related
party party party
£'000 £'000 £'000
Related party:
Dragon Retail Properties Limited
Current account (95) (i) (215) 82
Loan account - (2,000) -
Langney Shopping Centre Unit
Trust
Loan account - 64 (104)
Bisichi Mining PLC
Current account 138 (ii) 59 -
Simon Heller Charitable Trust
Current account (63) - -
Loan account - (700) -
Directors and key management
M A Heller and J 6 (i) 4 -
A Heller
H D Goldring (30) (iii) - -
(Delmore Asset Management
Limited)
C A Parritt (19) (iii) - -
R Priest (A & M (34) (iii) - -
Europe LLP)
Totals at 31 December 2015 (97) (2,788) (22)
Totals at 31 December 2014 (96) (2,782) 836
Nature of costs recharged - (i) Management fees (ii) Property management fees
(iii) Consultancy fees
During the period, the company entered into transactions, in the ordinary
course of business, with other related parties. The company has taken advantage
of the exemption under paragraph 8(k) of FRS101 not to disclose transactions
with wholly owned subsidiaries.
Dragon Retail Properties Limited - 'Dragon' is owned equally by the company and
Bisichi Mining PLC. During 2012 Dragon lent the company £2 million at 6.875 per
cent annual interest.
Langney Shopping Centre Unit Trust - 'Langney' is an unlisted property unit
trust incorporated in Jersey. It is owned 12.5 per cent by the Company and 12.5
per cent by Bisichi Mining PLC.
Bisichi Mining PLC - The company has 41.52 per cent ownership of 'Bisichi'.
Other details of related party transactions are given in note 28.
33.13. Capital commitments
There were no capital commitments at 31 December 2015 (2014: £Nil).
33.14. operating and finance leases
At 31 December 2015 the Company had commitments under non-cancellable operating
leases on land and buildings as follows:
2015 2014
£'000 £'000
Expiring in more than five years 1,920 2,160
In addition, the Company has an annual commitment to pay ground rents on its
leasehold investment properties which amount to £246,000
(2014: £299,000).
Present value of head leases on properties
Minimum lease Present value of
payments minimum lease
payments
2015 2014 2015 2014
£'000 £'000 £'000 £'000
Within one year 294 294 294 294
Second to fifth year 1,177 1,177 1,094 1,094
After five years 28,593 28,887 3,202 3,205
30,064 30,358 4,590 4,593
Future finance charges on finance (25,474) (25,765) - -
leases
Present value of finance lease 4,590 4,593 4,590 4,593
liabilities
Finance lease liabilities are in respect of leased investment property. A few
leases provide for contingent rent in addition to the rents above, usually a
proportion of rental income.
Finance lease liabilities are effectively secured as the rights to the leased
asset revert to the lessor in the event of default.
Future aggregate minimum rentals receivable
The Company leases out its investment properties to tenants under operating
leases. The future aggregate minimum rentals receivable under non-cancellable
operating leases are as follows:
2015 2014
£'000 £'000
Within one year 1,603 1,870
Second to fifth year 3,961 4,809
After five years 2,316 2,948
7,880 9,627
33.15. Contingent liabilities and post balance sheet events
There were no contingent liabilities at 31 December 2015 (2014: £Nil).
Following the year end the Company sold its investment in Langney Shopping
Centre Unit Trust and is shown as an 'Asset held for sale' in the Balance
Sheet.
33.16. TRANSITION TO FRS 101
For all periods up to and including the year ended 31 December 2014 the Company
prepared its Financial Statements in accordance with United Kingdom Generally
Accepted Accounting Practice ("UK GAAP"). These Financial Statements for the
year ended 31 December 2015 are the first the Company has prepared in
accordance with FRS 101 "Reduced Disclosure Framework".
The table below shows the restated prior year comparative figures for the
Parent Company balance sheet as at 1 January 2014 and 31 December 2014. The
restatement reflects the retrospective adjustments required on first time
adoption of FRS 101.
31 December 2014 1 January 2014
Notes Reported £ Impact of Restated £ Reported £ Impact of Restated £
000 FRS 101 000 000 FRS 101 000
Fixed assets
Tangible (1) 24,048 4,593 28,641 65,912 4,597 70,509
assets
Other
investments:
Associated 489 - 489 489 - 489
company -
Bisichi
Mining PLC
Subsidiaries 57,917 - 57,917 47,649 - 47,649
and others
including
Dragon Retail
Properties
Limited
58,406 - 58,406 48,138 - 48,138
82,454 4,593 87,047 114,050 4,597 118,647
Current
assets
Debtors 1,830 _ 1,830 11,730 _ 11,730
Deferred tax (3) 4,661 38 4,699 3,706 (101) 3,605
Investments 21 - 21 23 - 23
Bank balances 3,793 - 3,793 4,969 - 4,969
10,305 38 10,343 20,428 (101) 20,327
Creditors
Amounts (53,226) - (53,226) (78,711) - (78,711)
falling due
within one
year
Net current (42,921) 38 (42,883) (58,283) (101) (58,384)
liabilities
Total assets 39,533 4,631 44,164 55,767 4,496 60,263
less current
liabilities
Creditors
Amounts (1) (13,621) (4,593) (18,214) (24,625) (4,597) (29,222)
falling due
after more
than one year
Net assets 25,912 38 25,950 31,142 (101) 31,041
Capital and
reserves
Share capital 8,554 - 8,554 8,554 - 8,554
Share premium 4,866 - 4,866
- More to follow, for following part double click ID:nPRrS055EhRecent news on London & Associated Properties
See all newsREG-London & Associated Properties Plc: Annual Report and Notice of AGM
AnnouncementREG-London & Associated Properties Plc: Results for 12 Months to 31 December 2023
AnnouncementREG-London & Associated Properties Plc: Resignation of Director
AnnouncementREG-London & Associated Properties Plc: Half-year Report
AnnouncementREG-London & Associated Properties Plc: Report on Payments to Governments
Announcement