Invesco Prop Inc Annual Financial Report -3-
28 Novembre 2014 - 5:15PM
UK Regulatory
supply and demand for those ordinary shares, along with wider economic and
political factors and changes in the law, including tax law. As such, the
market value of an ordinary share can fluctuate and may not always reflect its
underlying NAV.
The Company's NAV is negative. It is not likely that sufficient appreciation in
the value of the Company's investments will occur to allow investors to get
back any of their investment. The listing of the Company's shares has been
suspended and accordingly there is no market for the shares and no quoted
price.
Dividends have been suspended and no further dividends are expected to be paid.
Borrowings
The Company has, since its inception, used borrowings to fund, in whole or in
part, purchases of property assets. Use of borrowings in this way will tend to
magnify the proportional effect on the NAV of movements up or down in the value
of the investment portfolio. Borrowings were used in the hope of enhancing
shareholders returns but the Company has experienced the opposite effect.
Accumulated losses in portfolio values over recent years have exceeded the net
asset value and have resulted in a deficit in shareholders funds. It is not
expected that this deficit will be recovered.
Borrowings also expose the Company to the risk of breach of covenants and terms
in relevant financing agreements. The Company has been since December 2013, and
at the date of this document remains, non-compliant with the Loan to Value
covenant in its facility agreement.
Interest and Currency Risks
As the Company has significant borrowings, the Company is exposed to interest
rate fluctuations as a significant proportion of borrowings are based on
floating interest rates. In addition, the Company invests in Continental
European property exposing the Company to movements in the euro exchange rate.
Any increase in interest rates or adverse changes in the euro exchange rate
will have a negative impact on the NAV of the ordinary shares.
Market Movements and Portfolio Performance
Rental income and the market value for properties are affected by general
economic conditions and/or by the political and economic climate of the
jurisdictions in which the Group's property assets are situated as well as in
the rest of the world. The marketability and value of investment properties
held by the Group will, therefore, depend on many factors some of which may be
beyond the control of the Company such as changes in gross domestic products,
employment trends, inflation, interest rates, natural disasters, the
environment, changes in the supply and demand for real estate in an area and
credit risks. There is therefore no assurance that there will be either a ready
market for any investment properties or that investment properties will be sold
at a profit or will yield positive cash flows.
Both rental income and market value of properties are also affected by other
factors specific to the real estate market, such as competition from other
property owners, the perceptions of prospective tenants of the attractiveness,
convenience and safety of properties, the inability to lease properties on
favourable terms, the inability to collect rents, the periodic need to
renovate, repair and let space and the costs thereof, the costs of maintenance
and insurance, and increased operating costs. In addition, certain significant
expenditure, including operating expenses, must be met by the owner even when
the property is vacant.
While the Board obviously cannot influence the aforementioned factors, it is
vigilant in monitoring and taking steps to mitigate the effects of them should
they occur. The performance of the Investment Manager is carefully monitored by
the Board, and the continuation of the investment mandate is reviewed each
year.
It is expected that all future cash returns will be applied in reducing debt or
paying operating and winding up costs.
For a fuller discussion of the economic and market conditions facing the
Company and the current and future performance of the portfolio of the Company,
please see both the Chairman's Statement and Investment Manager's Report.
Regulatory
The Company is regulated by the Jersey Financial Services Commission under the
Jersey Listed Fund Guide. It is subject to various laws and regulations by
virtue of its status as a collective investment fund holding a permit under
applicable Jersey law, as well as its listings on the UKLA's Official List and
Channel Islands Stock Exchange, not withstanding that these listings have been
suspended and its admission to trading on the London Stock Exchange. A serious
breach of regulatory rules may lead to suspension from the above Stock
Exchanges or a qualified Audit Report. Other control failures, either by the
Manager or any other of the Company's service providers, may result in
operational or reputational issues, erroneous disclosures, loss of assets
through fraud, as well as breaches of regulations.
Changes in taxation, legal, regulatory, corporate governance, environmental,
landlord and tenant and planning laws, regulations and guidelines may occur in
the European Union that may adversely affect the Company, its investments in
the affected jurisdiction and/or position of shareholders, and may reduce
returns for shareholders.
Reliance on Third Party Service Providers
The Company has no employees and the Directors have all been appointed on a
non-executive basis. The Company is therefore reliant upon the performance of
third party service providers for its executive function. In particular, the
Investment Manager performs services which are integral to the operation of the
Company. Failure by any service provider to carry out its obligations to the
Company in accordance with the terms of its appointment could have a materially
detrimental impact on the operation of the Company and could affect the ability
of the Company to successfully pursue its Investment Policy.
The Investment Manager may be exposed to the risk that litigation, misconduct,
operational failures, negative publicity and press speculation, whether or not
it is valid, will harm its reputation. Any damage to the reputation of the
Investment Manager could result in potential counterparties and third parties
being unwilling to deal with the Investment Manager and by extension the
Company. This could have an adverse impact on the ability of the Company to
successfully pursue its Investment Policy.
Please also refer to the potential for environmental claims as outlined under
Environmental and Social Policies below.
The Risks and Risk Management Policies are detailed in note 23 to the financial
statements.
Board Diversity
The Company's policy on diversity is set out on page 17. The Board comprises
five non-executive directors all of whom are male. Summary biographical details
of the Directors are set out on page 14. The Company has no employees.
Environmental and Social Policies
The Group assumes all property ownership rights and liabilities relating to its
acquired properties and could face substantial risk of loss from environmental
claims based on environmental problems associated with such property, as well
as from safety issues and third party liability risks. Despite due diligence,
environmental liabilities in relation to properties in which the Group invests
may not be ascertainable or fully ascertained prior to acquisition and the
Group may therefore be exposed to clean-up and other remedial costs. The cost
of any required remedy and the owner's liability for such remediation work in
relation to any affected property may not be limited under the applicable
environmental laws and could exceed the value of the property and/or the
aggregate assets of the property owning subsidiary which holds the affected
property. Furthermore, the presence of hazardous substances or the failure
properly to remedy contamination from such substances may adversely affect the
Group's ability to sell the relevant property and may also affect the Group's
ability to borrow using the affected property as collateral. The Company does
not have a human rights policy, although the Investment Manager applies the
United Nations Principles for Responsible Investment.
This Strategic Report was approved by the Board on 26 November 2014
R&H Fund Services (Jersey) Limited
Company Secretary
.
PROPERTY PORTFOLIO INFORMATION
INVESTMENT PROPERTIES
at 31 March 2014
PROPERTY VALUE % OF
COUNTRY GBP MILLION PORTFOLIO
Le Directoire, St Cloud France 31.83 26.6
Schickardstrasse 30, Böblingen Germany 16.12 13.5
11 Old Jewry, London EC2 UK 13.70 11.4
St Michel Sur Orge, Ile de France France 10.58 8.8
Offices, Priory Business Park, Bedford* UK 7.60 6.3
135-139 Rue Colonel Bourg, Brussels Belgium 5.83 4.9
Walworth Industrial Estate, Andover UK 5.38 4.5
Forum One, Station Road, Theale UK 5.05 4.2
Combs la Ville, Ile de France* France 4.51 3.8
Le Verdun, Gentilly* France 4.05 3.4
Chittening Industrial Estate, Avonmouth UK 3.62 3.0
Can Estella Industrial Estate, Barcelona Spain 3.47 2.9
Armstrong Road, Basingstoke UK 3.06 2.6
Grovebury Road, Leighton Buzzard* UK 3.00 2.5
Chalfon Court, Amersham UK 1.21 1.0
Webner Industrial Estate, Wolverhampton UK 0.77 0.6
119.76 100.0
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