RNS Number:1319G
Westbury Property Fund Limited
13 July 2006
The Westbury Property Fund Limited
Unaudited Interim Report for the six months ended 30 June 2006
Six Months Highlights
* Unaudited net asset value due to Ordinary Shareholders up 20% to 154.09p -
net of all costs, dividends paid and accrual for the performance fee.
* During the first six months of 2006 the Company invested a total of
#38m in three balanced deals and three venture deals.
* The Company now has five venture investments, having made two
acquisitions in the first six months of 2006.
* The Board has declared two quarterly dividends on the Ordinary Shares of
1.5p per share in March and June 2006 respectively. The Income Shareholders
continue to receive a fixed distribution, payable quarterly, of 2p per
Income Share.
* As at 30 June 2006 the balanced property portfolio comprised 21 properties
with an aggregate valuation of #159.4 million. The Company now has 64
tenancies in the balanced portfolio producing an annual rent roll of
approximately #7.2 million.
* Today the Company has announced a placing and open offer of 42,857,143 new
Ordinary Shares at 140p raising #57.6m net of expenses. The proceeds will
provide additional capital for the Company to continue its programme of
investment in the UK commercial property market and to develop the Weston
Point port facility.
* Subject to shareholder approval the Company proposes to reposition
itself as a commercial property and ports business.
Chairman's Statement
For the period from 1 January 2006 to 30 June 2006
This has been another successful period for The Westbury Property Fund with
strong underlying portfolio performance and a positive outlook going forward.
This Interim Report is published in respect of the six month period to 30 June
2006. I am delighted to report that after accounting for the running costs of
the Company, the payment of dividends, and accrual for the performance fee
during the six months, the unaudited net asset value per share due to Ordinary
Shareholders has increased 20% to 154.09p compared to 31 December 2005
(127.91p).
The Income Shareholders continue to receive a fixed dividend, payable quarterly,
of 2p per Income Share. The Board has also declared two quarterly dividends on
the Ordinary Shares of 1.5p per Ordinary Share in March and June 2006. In the
absence of unforeseen circumstances, I confirm that it is the Board's intention
to continue with the current dividend policy.
In March 2006 the Company placed 5,173,461 new Ordinary Shares at 130p per
share.
Property Portfolio - Balanced
As at 30 June 2006, the direct property portfolio consisted of 21 properties
with an aggregate valuation of #159.4m. This includes the Company's investments
in Mid City Place, London WC1 and Plantation Place, London EC3 which have all
the characteristics of balanced portfolio investments but are accounted for as
joint ventures in the financial statements.
The Company now has 64 tenancies in the balanced portfolio producing an annual
rent roll of circa #7.2m. The portfolio has exposure to each of the main
property sectors, is well diversified regionally and benefits from a weighted
average lease length of 9.9 years.
During the first six months of 2006, the Company concluded the purchase of three
assets for #24.0m in aggregate and has recently agreed terms to acquire an
office building in central London and an industrial investment in the North West
for a combined price of #10.0m. The three assets already acquired were a
further building in Soho Square, London W1, an industrial estate in Hayes,
Middlesex and a 21.9% share of Plantation Place, London EC3. The latter is
treated as a balanced portfolio investment given its underlying characteristics.
Each has the potential for asset enhancement and rental growth going forward.
The Company has recently agreed terms to dispose of its industrial holdings. The
price agreed reflects a significant premium to the March 2006 valuation and
contracts are expected to exchange shortly after the half year end.
Property Portfolio - Venture
The Company now has five venture investments, having acquired, since the 2005
year end, a 50% stake in a joint venture that purchased a health and fitness
centre in Hull for #1.1m and a 47.5% stake in a joint venture that owns a mixed
use site of approximately five acres in Ware for #0.95m.
In addition to the Company's investment in Westlink (see below), progress is
being made with the Company's other venture investments. ILVA, the tenant of
the retail warehouse at the Metro Centre, Gateshead in which the Company owns a
50% stake is expected to start trading in October 2006. Practical completion
has now been reached at the Ropewalks development in Liverpool, all of which has
been profitably sold unconditionally.
In April 2006 Westlink Group Limited, in which the Company owns a 49.5% stake,
acquired the freehold of Weston Point Docks in Runcorn, Cheshire for #10.25m.
The site which amounts to circa 50 acres of land and water, including six acres
acquired last year, offers the opportunity to develop an inter-modal port
facility with road, rail, inland waterway and sea access. The Directors intend
to increase the Company's investment in Westlink and terms have been agreed,
subject to shareholder approval, to acquire the 50.5% stake not already owned,
for a consideration of #1.01m payable in new Westbury Ordinary Shares.
Placing and Open Offer
The Company is also announcing a Placing and Open Offer of new Ordinary Shares.
The proceeds will provide additional capital for the Company to continue its
programme of investment in the United Kingdom commercial property market and
develop the Weston Point port facility to significantly expand operations from
the site. Accordingly, in addition to the Placing and Open Offer, the Company
proposes, subject to shareholder approval, to reposition itself as a commercial
property and ports business.
Full Year Outlook
The United Kingdom property market remains particularly strong with yields
continuing to compress although it is questionable for how much longer this can
continue. We remain committed to expanding the Company's asset base and further
balanced and venture opportunities continue to be considered for purchase.
Rodney Baker-Bates
Chairman
12 July 2006
Unaudited Consolidated Statement of Operations
For the period from 1 January 2006 to 30 June 2006
1/01/2006 1/01/2005 1/01/2005
to to to
30/06/2006 30/06/2005 31/12/2005
Unaudited Unaudited Audited
# # #
Income
Rent receivable 3,509,723 2,836,233 6,371,690
Bank & other interest 96,241 455,161 1,221,726
Total Income 3,605,964 3,291,394 7,593,416
Expenses
Interest payable and similar charges, including
distributions on Income Shares 2,596,568 1,570,018 3,514,939
Investment Manager's fees 1,083,736 755,699 1,535,996
Legal and professional fees 222,217 104,287 172,315
Share reorganisation expenses - 2,284 2,284
Property management expenses 181,862 108,826 245,007
Administration fee 76,648 67,312 119,497
Directors' fees 44,000 44,000 111,951
General expenses 88,891 70,976 140,146
Bank charges 12,122 11,485 18,102
Audit and tax fees 21,190 19,429 80,429
Total Expenses 4,327,234 2,754,316 5,940,666
Net (loss)/profit before investment result (721,270) 537,078 1,652,750
Realised gain on sale of investment properties 21,566 - 763,133
Realised gain on sale of investment - 751,789 1,380,681
Movement in unrealised gain on revaluation of properties 7,167,605 4,079,189 11,418,613
Movement in unrealised gain on revaluation of investments 16,253,851 - -
Performance fee (see note 7.) (5,225,842) (200,000) (987,323)
Share of associates and joint ventures profit - - 70,203
Net profit before taxation 17,495,910 5,168,056 14,298,057
Taxation 3,863 (4,259) (4,259)
Share of associates and joint ventures taxation - - (120,000)
Profit attributable to equity holders 17,499,773 5,163,797 14,173,798
Dividends on Ordinary Shares (2,483,261) (1,671,101) (2,447,118)
Profit transferred to reserves 15,016,512 3,492,696 11,726,680
Basic and diluted profit per Ordinary Share 31.94p 9.98p 27.41p
Unaudited Consolidated Balance Sheet
as at 30 June 2006
30/06/2006 30/06/2005 31/12/2005
Unaudited Unaudited Audited
# # #
Non-current Assets
Investment properties 124,860,000 102,730,936 116,873,062
Investments 53,192,065 2,099,998 14,883,260
178,052,065 104,830,934 131,756,322
Current Assets
Cash and cash equivalents 4,266,396 2,278,922 6,395,313
Debtors 3,013,410 4,475,276 4,135,452
7,279,806 6,754,198 10,530,765
Total Assets 185,331,871 111,585,132 142,287,087
Current Liabilities
Creditors 3,974,117 4,523,195 4,046,801
Non-current Liabilities
Performance fee provision 6,657,836 644,671 1,431,994
Long term loan 81,846,207 43,342,299 65,484,804
Income Shares 5,162,647 5,133,573 5,148,110
93,666,690 49,120,543 72,064,908
Total Liabilities 97,640,807 53,643,738 76,111,709
Net Assets 87,691,064 57,941,394 66,175,378
Represented by:
Capital and Reserves
Share capital 5,690,808 5,138,355 5,173,462
Share premium 45,680,331 39,733,610 39,698,503
Reserves 36,319,925 13,069,429 21,303,413
Issued capital and reserves 87,691,064 57,941,394 66,175,378
Net Asset Value per Ordinary Share 154.09p 112.00p 127.91p
The unaudited financial statements were approved at a meeting of the Board of Directors held on 12 July 2006
and signed on its behalf by:
Tim Chesney, Director
Iain Stokes, Director
Unaudited Company Balance Sheet
as at 30 June 2006
30/06/2006 30/06/2005 31/12/2005
Unaudited Unaudited Audited
# # #
Non-current Assets
Investment in subsidiary companies 24,340,002 15,614,801 21,094,802
Loans to subsidiary companies 104,049,866 73,454,847 84,924,751
Loans to associates and joint ventures 10,894,078 - -
139,283,946 89,069,648 106,019,553
Current Assets
Cash and cash equivalents 3,855,670 1,381,087 6,233,206
Other debtors 43,792 45,906 39,768
3,899,462 1,426,993 6,272,974
Total Assets 143,183,408 90,496,641 112,292,527
Current Liabilities
Creditors 1,289,587 966,080 616,856
Non-current Liabilities
Performance fee provision 6,657,836 644,671 1,431,994
Long term loan 81,846,207 43,342,299 65,484,804
Income Shares 5,162,647 5,133,573 5,148,110
93,666,690 49,120,543 72,064,908
Total Liabilities 94,956,277 50,086,623 72,681,764
Net Assets 48,227,131 40,410,018 39,610,763
Represented by:
Capital and Reserves
Share capital 5,690,808 5,138,355 5,173,462
Share premium 45,680,331 39,733,610 39,698,503
Reserves (3,144,008) (4,461,947) (5,261,202)
Issued capital and reserves 48,227,131 40,410,018 39,610,763
The unaudited financial statements were approved at a meeting of the Board of Directors held on 12 July
2006 and signed on its behalf by:
Tim Chesney, Director
Iain Stokes, Director
Unaudited Consolidated Statement of Changes in Equity
For the period from 1 January 2006 to 30 June 2006
Share Share Retained Reserves
Capital Premium Earnings
# # # #
Balance at 1 January 2006 5,173,462 39,698,503 21,303,413 66,175,378
Issue of Ordinary Shares, net of issue 517,346 6,499,174
costs
5,981,828 -
Dividends on Ordinary Shares - - (2,483,261) (2,483,261)
Profit attributable to equity holders - - 17,499,773 17,499,773
Balance at 30 June 2006 5,690,808 45,680,331 36,319,925 87,691,064
Share Share Retained Reserves
Capital Premium Earnings
# # # #
Balance at 1 January 2005 5,138,349 39,733,558 9,576,733 54,448,640
Issue of Ordinary Shares 6 52 - 58
Dividends on Ordinary Shares - - (1,671,101) (1,671,101)
Profit attributable to equity holders - - 5,163,797 5,163,797
Balance at 30 June 2005 5,138,355 39,733,610 13,069,429 57,941,394
Share Share Retained Reserves
Capital Premium Earnings
# # # #
Balance at 1 January 2005 5,138,349 39,733,558 9,576,733 54,448,640
On conversion of Capital Shares 35,107 (35,107) - -
Issue of Ordinary Shares 6 52 - 58
Dividends on Ordinary Shares - - (2,447,118) (2,447,118)
Profit attributable to equity holders - - 14,173,798 14,173,798
Balance at 31 December 2005 5,173,462 39,698,503 21,303,413 66,175,378
Unaudited Consolidated Cash Flow Statement
For the period from 1 January 2006 to 30 June 2006
1/01/2006 1/01/2005 1/01/2005
to to to
30/06/2006 30/06/2005 31/12/2005
Unaudited Unaudited Audited
# # #
Operating Activities
Rent received 3,540,530 2,761,642 6,413,029
Interest received 77,086 455,160 528,855
Expenses paid (1,798,792) (865,489) (2,606,878)
Interest paid and similar charges, including
distributions on Income Shares (2,423,064) (1,807,474) (3,440,497)
Net cash (outflow)/inflow from operating activities (604,240) 543,839 894,509
Investing Activities
Purchase of investments (19,948,734) - (2,646,476)
Proceeds from sale of investments - 1,251,789 2,930,698
Net loans advanced to investments (2,106,220) (809,044) (10,595,644)
Purchase of properties (9,268,692) (25,166,747) (35,072,874)
Sales of properties 8,621,566 - 3,866,558
Net cash outflow from investing activities (22,702,080) (24,724,002) (41,517,738)
Financing Activities
Issue of Ordinary Shares 6,725,499 57 58
Issue costs paid on issuance of Ordinary Shares (226,325) - -
Dividends paid on Ordinary Shares (1,629,640) (895,080) (2,447,118)
Draw down of long term loan 16,500,000 - 22,328,000
Additional loan issue costs (192,131) - (216,506)
Net cash inflow/(outflow) from financing activities 21,177,403 (895,023) 19,664,434
Decrease in cash and cash equivalents (2,128,917) (25,075,186) (20,958,795)
Cash and cash equivalents at 1 January 2006 6,395,313 27,354,108 27,354,108
Cash and cash equivalents at 30 June 2006 4,266,396 2,278,922 6,395,313
Notes to the Unaudited Financial Statements
For the period from 1 January 2006 to 30 June 2006
1. The results for the six-month period, which are not statutory accounts and
have not been audited, have been prepared on the same basis as set out in
the audited accounts for the year ended 31 December 2005.
2. The results for the year ended 31 December 2005 constitute non-statutory
accounts extracted from the statutory accounts for that period on which
the auditors gave an unqualified report.
3. All turnover and operating profit arose from continuing operations.
4. Basic and diluted profit per Ordinary Share is based on profit attributable
to equity holders for the period and on 54,792,969 Ordinary Shares (30 June
and 31 December 2005 - 51,710,843), being the weighted average number of
equivalent Ordinary Shares in issue.
5. Distributions payable on Income Shares:
1/01/2006 1/01/2005
Rate to Rate to
No. of Income pence 30/06/2006 pence 30/06/2005
Shares 2006 # 2005 #
First interim distribution paid 20 April
2006 (declared March 2006) 5,271,678 2.00 105,434 2.00 105,434
Second interim distribution paid 21 July
2006 (declared June 2006) 5,271,678 2.00 105,434 2.00 105,434
210,868 210,868
6. Dividends payable on Ordinary Shares:
1/01/2006 1/01/2005
No. of Rate to Rate to
Ordinary pence 30/06/2006 pence 30/06/2005
Shares 2006 # 2005 #
Final dividend for 2005 paid 25 January
2006 (declared December 2005) 51,734,625 1.50 776,019 - -
56,908,086
First interim dividend paid 20 April 2006 (2005 - 1.50
(declared March 2006) 51,734,625) 1.50 853,621 895,082
56,908,086
Second interim dividend paid 21 July 2006 (2005 - 1.50
(declared June 2006) 51,734,625) 1.50 853,621 776,019
2,483,261 1,671,101
The first interim dividend in 2005 was calculated on a time apportioned basis
from 18 December 2004 to 31 March 2005.
7. A performance fee of #5,225,842 is due to the Investment Manager for the
half year to 30 June 2006 (#200,000 for the half year to 30 June 2005 and
#987,323 for the year ended 31 December 2005).
8. The figures for both freehold and long leasehold properties at 30 June 2006,
30 June 2005 and 31 December 2005 are based on valuations determined by
Knight Frank.
9. A copy of this statement has been sent to every shareholder. Further copies
are available from the Company's registered office.
10. The interim financial statements were approved at a meeting of the Board
of Directors held on 12 July 2006.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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