Invesco Prop Inc Annual Financial Report -2-
28 Novembre 2014 - 5:15PM
UK Regulatory
liquidity. An increased appetite for risk, and yield, is forcing investors to
consider portfolios. This presents an opportunity to conduct a realisation of
the portfolio albeit that prevailing valuations may not be realisable.
Rory Morrison
Invesco Asset Management Limited
27 November 2014
.
BUSINESS REVIEW
Invesco Property Income Trust Limited is a Jersey domiciled property investment
company and its investment objective is set out below. The strategy the Board
follows to achieve that objective is to set investment policy and limits, and
to monitor how they are applied. These are also set out below and have been
approved by shareholders.
The business model the Company has adopted to achieve its objective has been to
contract investment management and administration to appropriate external
service providers, who are subject to oversight by the Board. The Company's
main supplier of services is Invesco Asset Management Limited (the `Investment
Manager') which provides investment portfolio and management services. Further
details of the external service providers are contained in the Report of the
Directors on page 21.
Investment Objective and Policy
The Company's Investment Objective and Policy, set out below, have been
designed to set out clearly the investment objective of the Company and provide
shareholders with information on the policies that the Company follows in order
to try to achieve its objective. These relate to asset allocation, risk
diversification and gearing, including maximum exposures. The objective and
policy were revised in 2011 to reflect a realisation programme, rather than an
indefinite life as was the case previously, and further revised (and approved
by shareholders) in 2013.
Investment Objective
The Company holds a diversified portfolio of European commercial properties.
The investment objective of the Company has been to repay its bank borrowings
and other liabilities and, if it is able to meet these obligations, to provide
a return for shareholders. The Directors no longer expect to be able to meet
the Group's liabilities in full and so do not expect there to be any surplus
for shareholders.
Investment Policy
The Company has pursued its investment objective by seeking to optimise value
from the Group's current portfolio, comprising a diversified portfolio of
investment properties located in the UK and continental Europe. It is expected
that the principal source of funds from which to repay borrowings and meet
other liabilities will be the net proceeds from disposals of assets in the
Group's property portfolio. It is likely that all of the property investments
will need to be sold to meet the Company's obligations to its lenders and other
creditors and that not all such obligations will be met in full.
The Directors do not expect that:
* any new investments will be made (other than cash or near cash equivalent
securities);
* any net new borrowings will be drawn down; or
* any dividends will be paid.
Performance
Key Performance Indicators
The Board reviews performance by reference to a number of Key Performance
Indicators which include the following:
* Asset Performance
* Income generation
* Ongoing Charges Ratio
Asset Performance
In the circumstances faced by the Company the key metric for asset performance
has been the LTV ratio. LTV has been greater than 100% at each quarter end
during the period.
Income Generation
The Board has also monitored closely the Group's cash revenues against the
interest cover covenants in the loan facility. The Group has remained cash flow
positive and compliant with the covenants.
Ongoing Charges Ratio
The expenses of the Company are reviewed by the Board at every Board meeting.
It is the aim of the Board to minimise charges. The ongoing charges ratio
provides a guide to the effect on performance of the costs of the Company. The
ratio of charges to gross assets for the year was 1.6% (2013: 1.5%). The
increase in the ratio masks a small reduction in expenses payable and is due to
the fall in gross assets as assets were sold in the year.
Financial Position
Assets and Liabilities
At the year end, the Group had a total net liabilities position of GBP37.7
million (2013: total net liabilities of GBP35.0 million) equal to -24.6p per
share (2013: -22.9p). The assets comprised a portfolio of European property in
the office and industrial sectors and the liabilities included bank borrowings
totalling GBP150.8 million (2013: GBP191.3 million).
At the year end, liabilities included an amount of GBP7.98 million representing
the mark to market value of currency swaps. With the agreement of the lending
bank the swaps were closed out on 17 April 2014, crystallising a liability of GBP
7.76 million. This was settled from a new drawdown on the Group's borrowing
facility.
Share Valuations and Net Asset Value (`NAV')
On 31 March 2014, the mid-market share price, the NAV and the adjusted NAV (see
glossary on page 65) per ordinary share were 0.25p, -24.6p and -19.5p (2013:
0.6p, -22.9p and -11.5p) respectively. The NAVs per ordinary share are
calculated on 153 million shares in issue at the year end and net liabilities
attributable to ordinary shareholders of GBP37,671,000 (2013: GBP34,988,000). The
listing of the Company's shares was suspended on 28 July 2014 and there is no
longer any market price.
Revenue and Dividends
The financial results for the year are shown in the Consolidated Statement of
Comprehensive Income on page 32. No dividends have been paid during the year
under review (2013: GBPnil), and no further dividends are expected to be paid.
Borrowing
The Group's borrowing facility in place at the year end fell due for repayment
on 28 September 2014. The Directors did not expect to be able to meet the
repayment obligation and, with their advisers, had been engaged in discussions
with the lending banks for some time over how to address the position. The
conclusion to these discussions, announced in July 2014 and with the support
and consent of the lending bank, was for the Company's remaining properties to
be marketed in a structured sales process, aiming to achieve a sale of all
assets before the end of 2014. To facilitate this, the repayment date of the
facility has now been extended to 31 December 2014. Other terms of the facility
remain largely unaltered, including covenants. The Group is in breach of the
Loan to Value covenant, but in the circumstances this will not act to inhibit
implementation of the sales process. It is not expected that the net sales
proceeds will be sufficient to meet all amounts due to lenders and the lending
banks have agreed that amounts still outstanding following the process will be
treated as no longer owing, allowing the group companies to be wound up
solvently.
The Group also has borrowings due to Invesco Limited (`Invesco'), the parent
company of the Investment Manager. The Invesco facility is subordinated to the
bank facility and no amounts are permitted to be paid to Invesco until the
lending bank has been paid in full. Invesco has consented to the sales process
and will also waive any amounts due to it that cannot be paid at completion of
the sales process.
Hedging
Hedging policy is under the control of the Board. Cashflow hedging was used to
limit the extent of earnings exposure to fluctuations in interest rates. The
terms of the Group's borrowing facility require the Group generally to hedge
its interest rate exposure but during the year the Lender consented to waivers
of this requirement in view of the disposal and debt repayment programme under
way.
The Group's interest rate exposure remains partially hedged through the use of
a basket of interest rate swaps. As at 31 March 2014, interest on 97% of
sterling borrowings and 33% of euro borrowings was payable at fixed rates of
interest. The rate payable amounted to a weighted average of 2.9% (2013: 4.5%)
per annum, including the margin. The euro interest rate hedges were cancelled
in April 2014 with the currency swaps as described below and have not been
replaced. The remaining sterling interest rate hedges expired on 28 September
2014 and have not been replaced.
The Group hedged against fluctuations in the euro for the net investment in
European assets, by hedging against future movements in the euro/sterling
exchange rate for the amount of the investment in euro denominated assets less
borrowings in euros. As a result of falling asset values in Europe the Group's
exposure to the Euro is overhedged. At the year end these particular hedges
were ineffective and they were cancelled at a cost of GBP7.8 million in April
2014. The currency exposure is now unhedged.
Current and Future Developments
As described in the Chairman's statement the Board and the Investment Manager
are engaged in a process to dispose of all the remaining property assets. The
objective is to have completed the sale before the end of 2014, following which
the Directors expect to begin the process of winding up the group companies. In
the event that the sales process is not successful alternative outcomes will be
discussed with the lending banks but in no circumstances is it expected that
shareholders will receive any return.
Principal Risks and Uncertainties
The principal risk factors relating to the Company can be divided into various
areas:
Investment Policy
The Board has established guidelines to ensure that the Investment Policy
approved by shareholders is pursued by the Investment Manager.
There is no guarantee that the Investment Policy adopted by the Company will
provide the returns sought by the Company. There can be no guarantee,
therefore, that the Company will achieve its investment objective and, as set
out under Current and Future Developments above it currently appears unlikely
that the Company will be able to.
Ordinary Shares and Dividends
The market value of an ordinary share is affected by its NAV, but also reflects
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