TIDMWSP
RNS Number : 4598R
Wynnstay Properties PLC
14 June 2018
WYNNSTAY PROPERTIES PLC
FINANCIAL STATEMENTS
YEARED 25TH MARCH 2018
CHAIRMAN'S STATEMENT
I am delighted to be writing to you to report on another
excellent year for Wynnstay.
Overview of financial performance
Wynnstay's financial performance for the year may be summarised
as follows:
Change 2018 2017
+7.6% GBP2,182,000 GBP2,028,000
* Property income
* Profit before movement in fair value of investment +15.1% GBP1,150,000 GBP999,000
properties, property sales and taxation
* Earnings per share -5.8% 97.1p 103.1p
* Dividends per share, paid and proposed +11.1% 17.50p 15.75p
* Net asset value per share +11.9% 754p 674p
* Loan to value ratio 34.1% 38.4%
* Gearing ratio 43.1% 56.2%
Portfolio
Wynnstay's portfolio is spread principally within the South and
East of England, with a couple of recent acquisitions located
further afield. Following the disposals mentioned later in this
statement, we have around 80 tenants occupying 86 separate
properties in 18 locations.
With the number of disposals and the successful completion of
lease renewals, rent reviews and new leases at some of the smaller
units in the portfolio, it has been an extremely busy year. Our
management continues to focus on being approachable and flexible to
meet tenants' needs, upgrading properties often jointly with
existing tenants or to attract new tenants and ensuring that when
tenants vacate properties they are relet as quickly as
possible.
Property rental income rose to just under GBP2.2 million and was
significantly higher than last year (2017 - GBP2.0 million). This
increase reflects a full contribution from the office premises in
Surbiton where, as previously reported, we negotiated a significant
rent increase towards the end of the last financial year, together
with the benefit of other good rent increases negotiated during the
current year, notably on our estates at Aylesford and Liphook where
tenant interest and demand remain strong.
At both these estates, we are planning to build additional
units. I have previously advised of our successful planning
application to expand at Aylesford. After further investigations of
the costs and options, we are close to finalising our plans which
include seeking a variation of the existing planning permission so
that we have the option, if we wish, to carry out the works in
phases. At Liphook, as reported in my interim report in November
2017, we have recently acquired a small adjacent vacant site and
are in the course of preparing and submitting a planning
application for two new units.
As envisaged in my statement last year, we have taken advantage
of the present strong demand for smaller commercial investments by
disposing of high street retail shops in the portfolio with a view
to reinvestment of the proceeds in larger assets that offer better
opportunities for growth. I reported on the sales of our high
street retail shops at Colchester and Gosport in the interim
results in November 2017. Subsequently, in March 2018 we competed
the sale of our high street shop at Shirley. These three properties
had been in the portfolio for many years. Given the attractive
prices being realised for such premises, despite the uncertainties
about the future of the high street, and the anticipated lack of
rental and capital growth, we considered that we should seek to
invest the proceeds elsewhere.
The net profit from the sale of the three high street premises
is GBP210,000 and this is reflected in the accounts for the
year.
As previously reported, ownership of our principal tenants at
Basingstoke changed hands during the year. The new owner has now
decided to adopt a different model for distributing the company's
products and to consolidate operations on an existing site to the
north of London. We are considering various options for
refurbishment and re-letting and/or sale whether as individual
units or as a whole.
In my statement last year, I advised you of our plans, together
with the adjoining owner, to sell our estate of five industrial
units in St Neots, which has been in the portfolio for many years
and is located in an area of the town that is now becoming
predominantly residential in nature, to a development company
subject to that company securing planning permission for
redevelopment of both holdings for housing. I am pleased to say
that planning permission has now been obtained and the developer is
currently concluding formalities. Consequently, we have been
informed that their option to purchase is likely to be exercised
shortly. As previously advised, we will retain, at least for the
time being, one self-contained unit adjacent to the main entrance
to the St Neots' estate.
After the end of the financial year, Carpetright plc, one of the
two tenants at our Lewes premises, notified us that it had entered
into a creditors voluntary arrangement, would be surrendering its
lease in September 2018 and, in the meantime, would be paying a
reduced rent. Whilst this news was unwelcome, it was not entirely
unexpected given the well-publicised difficulties facing certain
multiple retail chains. We are already marketing the unit and I
hope that there will be further news by the time of our interim
results in November.
Our tenants at Chessington recently told us that they intend to
transfer their operations to their parent company's site in Crawley
and would therefore wish to exercise the break clauses under the
leases of two of their three units. Following discussions, we have
mutually agreed with the tenants to extend formally the date on
which the breaks will become effective to June 2019 to allow them
time to organise vacation and reinstatement of the units. The lease
of the third unit runs until June 2021. We will begin marketing the
units to be vacated early next calendar year.
The disposals we have made, together with the loss of the tenant
at Lewes, may result in our rental income being lower in the
current year than in the prior year. However, we are continually on
the look out for attractive opportunities to add to the portfolio
and have explored a significant number of potential purchases over
the course of the year in a very competitive commercial property
investment market, particularly in the light industrial / trade
counter sector.
Profits and costs
As a result of the continued tight control of property and
administrative costs, profit before fair value movement, profits on
property sales and taxation for the year rose to just under
GBP1.15m (2017 GBP1.0m).
Our property costs remained broadly at the same level as last
year, although they include a greater proportion of costs on the
upgrading of properties that are generally reflected in better
lease terms and increased rents. We continue to focus on control of
administrative costs, which were lower than in the prior year,
partly due to the non-recurring items arising in that year.
Portfolio Valuation
As at 25 March 2018, our Independent Valuers, BNP Paribas Real
Estate, have undertaken the annual revaluation of the company's
portfolio at GBP30,070,000 representing a revaluation surplus of
GBP1,631,000. The revaluation reflects the increased rental income,
improved lease profile and enhanced covenants achieved by our
active management as well as positive conditions in the commercial
property investment market.
As last year, it is pleasing to note that the increase in
values, which has contributed to a 11.8% increase in net asset
value per share, was spread across most of the portfolio. The
greater percentage increases were attributed to our larger assets
and to those where significant management activity has taken
place.
Following the changes in the portfolio during the year, as at
the year-end, the industrial sector within the portfolio accounted
for 66% by value, with the retail warehouse and office sectors
comprising 12% and 19% respectively and the remaining 3% being in
our last remaining high street retail premises.
Finance, Borrowings and Gearing
At the year-end, we held net cash of GBP1.43 million. When the
sale of St Neots is completed, our cash position will be further
strengthened. This will enable us to finance the developments at
Aylesford and Liphook described earlier as well as to fund new
acquisitions.
Borrowings at the year-end were GBP10.24 million (2017 -
GBP11.34 million) and net gearing at the year-end was 43.1%
compared to 56.2% last year.
As previously reported, we have an excellent business
relationship with Handelsbanken and they have indicated that if we
need additional borrowing to finance new acquisitions they are
willing, in principle and without commitment, to increase our
facility to a maximum of GBP15 million.
Dividend
In the light of the excellent financial outcome of the year, the
Board is recommending a total dividend for the year of 17.5p per
share (2017 - 15.75p), which represents an increase of 11.1%. An
interim dividend of 6.5p per share (2017 - 5.5p) was paid in
December 2017. Accordingly, subject to approval of Shareholders at
the Annual General Meeting, a final dividend of 11.00p per share
(2017 - 10.25p) will be paid on 20th July 2018 to Shareholders on
the register on 22nd June 2018.
The Board is delighted that Wynnstay's financial performance has
enabled Shareholders to be rewarded with progressive and
substantial dividend increases over the past five years.
Outlook
The present uncertainties over the terms of the UK's exit from
the European Union coupled with domestic political uncertainties
have clouded the economic outlook and led to slowing in domestic
growth and consumer spending. On the other hand, employment has
continued to reach record levels.
After six successive years of capital, income and dividend
growth and against a more uncertain political and economic
background, we remain confident of Wynnstay's future as a niche
property investment company. However, we feel that it is
appropriate to be cautious, avoiding over-expansion or over-paying
for acquisitions, and to take a measured approach in continuing to
develop and build Wynnstay's portfolio.
The continued growth of the UK domestic economy with its many
successful small businesses is important to the commercial property
market. Reform of the present system of business rates and the
heavy costs of property transactions arising from recent increases
in stamp duty are substantial impediments to the growth of small
businesses and need to be addressed.
Our Executive Management
The day-to-day responsibility for Wynnstay's business rests with
our experienced executive directors - Paul Williams, our Managing
Director, and Toby Parker, our Finance Director. In the light of
the results achieved this year, the non-executive Directors decided
to award them each a cash bonus: in the case of Paul, GBP20,000 and
in the case of Toby, GBP4,000. The bonuses are reflected in the
accounts for the last year. We use discretionary bonuses as an
additional incentive to align remuneration with shareholders
interests. As mentioned in my statement last year, Paul and Toby
have expressed a wish to consider taking any future bonuses in the
form of Wynnstay shares and resolutions, in the same terms as those
approved at last year's meeting, to enable this will be proposed at
the Annual General Meeting.
Colleagues and Advisers
Our three non-executive directors, Charles Delevingne, Paul
Mather and Caroline Tolhurst provide the benefit of their long and
diverse property and other experience. I would like to thank all
the Directors, as well as our advisers, for their contributions
over the past year.
Unsolicited approaches to Shareholders
Every year I warn shareholders about unsolicited approaches,
usually by telephone, about their shareholdings. This year I have
personally experienced such calls to my family and other
shareholders have reported similar calls. A recent Financial
Conduct Authority report noted that "Even seasoned investors have
been caught out, with the biggest individual loss recorded by the
police being GBP6m."
As always, I would urge all shareholders to continue to be
cautious. There is nothing that we can do to deter or stop these
approaches, or the use by callers of Wynnstay's name or details of
shareholdings. On Wynnstay's website
(www.wynnstayproperties.co.uk), shareholders will also find a
warning and a link to other information about unsolicited
approaches regarding shares on the Financial Conduct Authority's
website (www.fca.org.uk/consumers/ scams).
Annual General Meeting
Our Annual General Meeting will be held on Tuesday 10th July
2018 commencing at 11.30. As last year, it is to be held at the
company's registered office which is at our auditors, Moore
Stephens LLP, 150 Aldersgate Street, London EC1A 4AB. Coffee will
be available from 11.00.
As always, I encourage all Shareholders to take the opportunity
to come to London for the meeting so that they can meet the Board
and other Shareholders informally to discuss the Company's affairs
as well as to take part in the formal business. Shareholders are
asked to indicate by ticking the appropriate box on the enclosed
proxy form whether or not they intend to attend the meeting.
As at last year's meeting and already noted above, the notice of
meeting on page 36 includes, in addition to routine business, two
additional resolutions. These resolutions would give the Board
authority, limited in both amount (5% of share capital) and time
(December 2019 at the latest) to issue shares, including shares
held in Treasury, and to do so without first offering them to
existing shareholders. This authority is commonly sought in public
companies as it is a potentially useful additional way of financing
part of the costs of an acquisition if this suits the vendor. A
specific reason for the authority in our case is that our Managing
Director and Finance Director, Paul Williams and Toby Parker, have
expressed interest in receiving any future bonuses in shares.
Although they could seek to purchase shares in the market, our
shares are often not readily available in the market so it is
useful for the Board to have the authority to issue shares directly
to them. Whilst an acquisition of shares in this way will not
provide the tax benefits associated with a share incentive scheme,
it is a sign of their confidence in and commitment to the Company
that they have expressed this interest in aligning their financial
interests with those of the Company and of all other
shareholders.
Philip G.H. Collins
Chairman
14 June 2018
For further information please contact:
Wynnstay Properties Plc
Toby Parker, Finance Director
020 7554 8766
Panmure Gordon (UK) Limited
Andrew Potts
020 7886 2500
WYNNSTAY PROPERTIES PLC
REPORT OF THE DIRECTORS 2018
The Directors present their One Hundred and Thirty Second Annual
Report, together with the audited Financial Statements of the
Company for the year ended 25th March 2018.
Please refer to the Strategic Report on page 13 for the
activities and the likely future developments of the Company and a
discussion of the risks and uncertainties. Please refer to note 18
of the financial statements for further disclosure of the financial
risks.
Profit for the Year
The profit for the year after taxation amounted to GBP2,632,000
(2017: GBP2,797,000). Details of movements in reserves are set out
in the statement of changes in equity on page 21.
Dividends
The Directors have decided to recommend a final dividend of 11.0
pence per share for the year ended 25th March 2018 payable on 20th
July 2018 to those shareholders on the register on 22nd June 2018.
This dividend, together with the interim dividend of 6.5 pence paid
on 23rd December 2017, represents a total for the year of 17.5
pence (2017: 15.75 pence).
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Strategic
Report, the Directors' Report and the financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
have elected to prepare the financial statements in accordance with
IFRS as adopted by the European Union and applicable law. The
financial statements must, in accordance with IFRS as adopted by
the European Union, present fairly the financial position and
performance of the Company; such references in the UK Companies Act
2006 to such financial statements giving a true and fair view are
references to their achieving a fair presentation. Under Company
law directors must not approve the financial statements unless they
are satisfied that they give a true and fair view. In preparing
these financial statements, the directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and accounting estimates that are reasonable and prudent;
-- state whether the financial statements have been prepared in
accordance with IFRS as adopted by the European Union;
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the financial statements comply with the Companies Act 2006. They
are also responsible for safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website. Legislation in the United Kingdom governing the
preparation and dissemination of the financial statements may
differ from legislation in other jurisdictions.
Directors
The Directors holding office during the financial year under
review and their beneficial and non-beneficial interests in the
ordinary share capital of the Company at 25th March 2018 and 25th
March 2017 are shown below:
Ordinary Shares
of 25p
25.3.18 25.3.17
Non-Executive
P.G.H. Collins Chairman 850,836 850,836
C.P. Williams Managing Director 10,212 10,212
Non-Executive
C.H. Delevingne Director 5,000 5,000
T.J. Nagle (Retired Non-Executive
13.07.2017) Director 13,000 13,000
Finance Director
T.J.C. Parker and Secretary 17,583 15,583
The interests shown above in respect of Mr. P.G.H. Collins
include non-beneficial interests of 229,596 shares at 25th March
2018 and 2017.
Mr. C.P. Williams and Mr T.J.C. Parker each have a service
agreement with the Company. Under the respective terms thereof,
their employment is subject to six months' notice of termination by
either party.
In accordance with the Company's Articles of Association, Mr C H
Delevigne and Mr C P Williams retire by rotation and, being
eligible, offer themselves for re- election.
Brief biographies of each of the Directors appear on page
42.
Directors' Emoluments
Directors' emoluments for the year ended 25th March 2018 are set
out below:-
Total Total
Salaries Fees Pension Benefits 2018 2017
----------- ----------- ---------- --------- ----------- -----------
P.G.H.
Collins 40,000 40,000 40,000
C.P. Williams 142,000 15,000 12,200 3,485 172,685 170,144
C.H. Delevingne 15,000 15,000 15,000
T.J. Nagle 5,000 5,000 15,000
T.J.C.Parker 15,000 4,000 19,000 20,000
P. Mather 15,000 15,000
C.M. Tolhurst 15,000 15,000
Total 2018 GBP142,000 GBP120,000 GBP16,200 GBP3,485 GBP281,685
=========== =========== ========== ========= =========== ===========
Total 2017 GBP140,360 GBP100,000 GBP16,536 GBP3,248 GBP260,144
=========== =========== ========== ========= =========== ===========
The above figures include discretionary bonus payments
determined by the Board to reflect performance during the year of
GBP20,000 (2017: GBP25,000) to Mr C.P.Williams and GBP4,000 (2017:
GBP5,000) Mr T.J.C. Parker.
A company owned and controlled by Mr T.J.C. Parker, was paid a
fee of GBP45,000 (2017: GBP43,697) for services rendered during the
year (see note 20).
Directors' and Officers' Liability Insurance
The Company has maintained Directors' and Officers' insurance as
permitted by the Companies Act 2006.
Substantial Interests
As at 13th June 2018, the Directors have been notified or are
aware of the following interests, which are in excess of three per
cent of the issued ordinary share capital of the Company:
No. of Ordinary Percentage Percentage
Shares of of Issued of Issued
25p Share Capital Share Capital
2018 2017
Mr P.G.H.
Collins 850,836 31.38% 31.38%
Mr D. Gibson 101,378 3.73% 3.65%
Mr G. Gibson 243,192 8.97% 8.97%
Corporate Governance
The Board of Directors is accountable to Shareholders for the
good corporate governance of the Company under the AIM rules for
companies. The Company is not required to comply and therefore does
not comply with the UK Corporate Governance Code. However, the
Board is aware of the best practice defined by the Code and has
adopted procedures to the extent considered appropriate.
-- The Company is headed by an effective Board of Directors.
-- There is a clear division of responsibilities in running the
Board and running the Company's business.
-- In the financial year, the Board comprised two executive and
four non-executive Directors, including the Chairman.
-- The Board receives and reviews on a regular basis financial
and operating information appropriate to the Directors being able
to discharge their duties. An annual budget is approved by the
Board and a revised forecast is prepared at the half year stage.
Cash flow and other financial performance indicators are monitored
monthly against budget.
-- Directors submit themselves for re-election every three years
by rotation in accordance with the Articles of Association.
-- The Board welcomes communication from the Company's
Shareholders and positively encourages their attendance at the
Annual General Meeting.
-- The Board has appointed Caroline Tolhurst as Senior
Independent Director who is available to shareholders if they have
concerns which contact through the normal channel of Chairman has
failed to resolve or for which such contact is inappropriate.
-- In view of the current size of the Company and its Board the
establishment of an audit committee or an internal audit department
would be inappropriate. However, the auditors have direct access to
the non-executive Chairman.
Remuneration Committee
The Board currently acts as the remuneration committee, with the
non-executive Directors determining the remuneration of the
executive Directors, and the details of the Directors' emoluments
being set out on page 10 of this report. It is the Company's policy
that the remuneration of Directors should be commensurate with
services provided by them to the Company.
Going Concern
The Directors have a reasonable expectation that the Company has
adequate resources to continue in existence for the foreseeable
future. For this reason they continue to adopt the going concern
basis in preparing the financial statements.
Internal Control
The Directors are responsible for the Company's system of
internal financial control, which is designed to provide
reasonable, but not absolute, assurance against material
misstatement or loss. In fulfilling these responsibilities, the
Board has reviewed the effectiveness of the system of internal
financial control. The Directors have established procedures for
planning and budgeting and for monitoring, on a regular basis, the
performance of the Company.
Statement as to Disclosure of Information to Auditors
Each of the persons who are Directors at the time when this
report is approved has confirmed that:
-- so far as each Director is aware, there is no relevant audit
information of which the Company's auditors are unaware; and
-- each Director has taken all the steps that ought to have been
taken as a Director, including making appropriate enquiries of
fellow Directors and the Company's auditors for that purpose, in
order to be aware of any information needed by the Company's
auditors in connection with preparing their report and to establish
that the Company's auditors are aware of that information.
Annual General Meeting
The Notice of the Annual General Meeting, to be held on Tuesday
10th July 2018, is set out on page 39.
By Order of the Board,
T.J.C. Parker
Secretary
14th June 2018
STRATEGIC REPORT 2018
The Directors present their Strategic Report for the year ended
25th March 2018.
Principal Activity
The principal activity of the Company during the year continued
to be that of Property Owners, Developers and Managers.
Business Review, Performance Indicators and Risks
A review of the business for the year and of the future
prospects of the Company is included in the Chairman's Statement on
pages 4 to 8. The financial statements and notes are set out on
pages 18 to 37.
The key performance indicators for the Company are those
relating to the underlying movement in both rental income and in
the value of its property investments as set out below:
-- Increase in rental income: 7.6% (2017: increase of 14.9%).
-- Increase in net asset value per share: 11.9% (2017: increase of 15.4%).
The Directors will continue to search for profitable investment
opportunities and make changes to enhance the value of the
portfolio as and when such opportunities arise.
The principal risks and uncertainties are those associated with
the commercial property market, which is cyclical by its nature and
include changes in the supply and demand for space as well as the
inherent risk of tenant failure. In the latter case, the Company
seeks to reduce this risk by requiring the payment of rent deposits
when considered appropriate and monitoring the income exposure to
any tenant on a monthly basis. Other risk factors include changes
in legislation in respect of taxation and the obtaining of planning
consents, as well as those associated with financing and treasury
management. The Company's risk management objectives can be found
at note 18 of the financial statements.
This Strategic Report was approved by the Board and signed on
its behalf by:
T.J.C. Parker
Director
14th June 2018
INDEPENT AUDITOR'S REPORT
TO THE MEMBERS OF WYNNSTAY PROPERTIES PLC
Opinion
We have audited the financial statements of Wynnstay Properties
PLC (the "Company") for the year ended 25 March 2018 which comprise
the Statement of Comprehensive Income, Statement of Financial
Position, Statement of Cash Flows, Statement of Changes in Equity
and notes to the financial statements, including a summary of
significant accounting policies. The financial reporting framework
that has been applied in their preparation is applicable law and
International Financial Reporting Standards (IFRSs) as adopted by
the European Union.
In our opinion the financial statements:
-- give a true and fair view of the state of the Company's
affairs as 25 March 2018 and of its profit for the year then
ended;
-- have been properly prepared in accordance with IFRSs as adopted by the European Union; and
-- have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the Company
in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
FRC's Ethical Standard, and we have fulfilled our ethical
responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in
relation to which the ISAs (UK) require us to report to you
where:
-- the directors' use of the going concern basis of accounting
in the preparation of the financial statements is not appropriate,
or
-- the directors have not disclosed in the financial statements
any identified material uncertainties that may cast significant
doubt about the company's ability to continue to adopt the going
concern basis of accounting for a period of at least twelve months
from the date when the financial statements are authorised for
issue.
Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect
on: the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
Valuation of investment properties
The Company holds investment properties which comprise
properties owned by the Company held for rental income. The
Company's investment property portfolio is valued at GBP30m at the
end of the reporting period
Investment properties are valued by independent external
valuers, who were engaged by the directors. The valuers performed
their work in accordance with the Royal Institution of Chartered
Surveyors ("RICS") Valuation - Professional Standards. The
valuation of the investment property portfolio is inherently
subjective due to, among other factors, the individual nature of
each property, current tenancy agreements, its location and the
expected future rentals for that particular property which are
taken into account by the valuers in determining a property's
valuation. Additionally, a number of assumptions were made in
regard to the state of the property, yields and estimated market
rent together with anticipated void periods. The valuation of
investment properties requires significant judgement and there is
therefore a risk that the properties are incorrectly valued.
In this area our audit procedures were as follows:
-- We obtained and reviewed the independent valuation reports
and confirmed that the valuation approach was in accordance with
RICS standards.
-- We compared investment yields and year on year movements in
capital value by reference to published benchmarks.
-- An assessment of the valuers' qualifications and expertise
was performed and we held a discussion with the valuers to gain a
better understanding of their independence and quality control
procedures and their approach to valuation.
Revenue recognition
Revenue of the Company amounting to GBP2m was mainly derived
from its principal activity, being the management of its property
portfolio. This income includes rental income which is based on
tenancy agreements with rentals payable quarterly. There is a risk
that revenue is received or earned and not recorded which presents
a potential risk in terms of the completeness and accuracy of the
revenue being recognised.
In addition, there is a risk that sales have completed prior to
the year-end but are not recognised in the accounts and also a
further risk in terms of the cut off of this revenue.
Our approach to the audit of revenue was as follows:
-- Rental income is based on tenancy agreements with rentals
payable quarterly. We reconciled total rental income to the
individual tenancy agreements, including considering the effect of
all rent reviews during the year and compared the total rental
income expected to the rental income recognised.
-- We reviewed all completion statements to gain assurance that
revenue from sale of properties was recognised in the correct
period.
Our application of materiality
We set certain thresholds for materiality. These helped us to
determine the nature, timing and extent of our audit procedures and
to evaluate the effect of misstatements, both individually and on
the financial statements as a whole.
We determined the materiality for the financial statements as a
whole to be GBP310,000, calculated with reference to a benchmark of
gross assets, which is a typical primary measure for users of the
financial statements of investment property companies, of which it
represents approximately 1%. In addition, we set a specific
materiality level of GBP58,000 for items within underlying pre-tax
profit calculated at 5% of profit before tax adjusted for fair
value movement on non-current assets.
This is the threshold above which missing or incorrect
information in financial statements is considered to have an impact
on the decision making of users.
We reported to the Board all potential adjustments in excess of
GBP16,000 being approximately 5% of the materiality for the
financial statements as a whole.
An overview of the scope of our audit
We considered the risk of the financial statements being
misstated or not prepared in accordance with the underlying
legislation or standards. We then directed our work toward areas of
the financial statements which we assessed as having the highest
risk of containing material misstatements.
We tested and examined information using both analytical
procedures and tests of detail, to the extent necessary to provide
us with a reasonable basis to draw conclusions. These procedures
gave us the evidence that we need for our opinion on the financial
statements as a whole and, in particular, helped mitigate the risks
of material misstatement mentioned above.
We also documented and reviewed the systems, primarily to
confirm that they form an adequate basis for the preparation of the
financial statements, but also to identify the controls operated to
ensure the completeness and accuracy of the data.
Other information
The directors are responsible for the other information. The
other information comprises the information included in the annual
report, other than the financial statements and our auditor's
report thereon. Our opinion on the financial statements does not
cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a
material misstatement in the financial statements or a material
misstatement of the other information. If, based on the work we
have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion, based on the work undertaken in the course of
the audit:
-- the information given in the Strategic Report and the
Directors' Report for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
-- the Strategic Report and the Directors' Report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company
and its environment obtained in the course of the audit, we have
not identified material misstatements in the strategic report or
the directors' report.
We have nothing to report in respect of the following matters
where the Companies Act 2006 requires us to report to you if, in
our opinion:
-- adequate accounting records have not been kept by the
company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- the financial statements are not in agreement with the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the directors' responsibilities
Statement set out on page 9, the directors are responsible for the
preparation of the financial statements and for being satisfied
that they give a true and fair view, and for such internal control
as the directors determine is necessary to enable the preparation
of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the company or to cease
operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Paul Fenner (Senior Statutory Auditor)
for and on behalf of Moore Stephens LLP
Statutory Auditor
150 Aldersgate Street
London
EC1A 4AB
14 June 2018
WYNNSTAY PROPERTIES PLC
STATEMENT OF COMPREHENSIVE INCOME FOR YEARED 25TH MARCH 2018
Notes 2018 2017
GBP'000 GBP'000
Property Income 2,182 2,028
Property Costs 2 (148) (131)
Administrative Costs 3 (520) (528)
1,514 1,369
Movement in Fair Value of:
Investment Properties 9 1,631 2,199
Profit on Sale of Investment Property 210 -
Operating Income 3,355 3,568
Investment Income 5 1 3
Finance Costs 5 (365) (373)
Income before Taxation 2,991 3,198
Taxation 6 (359) (401)
Income after Taxation 2,632 2,797
Basic and diluted earnings per
share 8 97.1p 103.1p
The company has no items of other comprehensive income.
WYNNSTAY PROPERTIES PLC
STATEMENT OF FINANCIAL POSITION 25TH MARCH 2018
2018 2017
Notes GBP'000 GBP'000
Non Current Assets
Investment Properties 9 28,770 29,515
Investments 12 3 3
28,773 29,518
Current Assets
Accounts Receivable 13 808 455
Cash and Cash Equivalents 1,434 1,075
2,242 1,530
Non-current assets held for Sale 9 1,300 -
3,542 1,530
Current Liabilities
Accounts Payable 14 (1,075) (1,039)
Income Taxes Payable (211) (195)
(1,286) (1,234)
Net Current Assets 2,256 296
Total Assets Less Current Liabilities 31,029 29,814
Non-Current Liabilities
Bank Loans Payable 15 (10,240) (11,340)
Deferred Tax Payable 16 (346) (209)
(10,586) (11,549)
Net Assets 20,443 18,265
Capital and Reserves
Share Capital 17 789 789
Capital Redemption Reserve 205 205
Share Premium Account 1,135 1,135
Treasury Shares (1,570) (1,570)
Retained Earnings 19,884 17,706
20,443 18,265
Approved by the Board and authorised for issue on 14th June
2018
P.G.H. Collins T.J.C. Parker
Chairman Finance Director
Registered number: 00022473
WYNNSTAY PROPERTIES PLC
STATEMENT OF CASH FLOWS FOR THE YEARED 25TH MARCH 2018
2018 2017
GBP'000 GBP'000
Cashflow from operating
activities
Income before taxation 2,991 3,198
Adjusted for:
Amortisation of deferred
finance costs - 28
Increase in fair value of
investment properties (1,631) (2,199)
Interest income (1) (3)
Interest expense 365 373
Profit on disposal of investment
properties (210) -
Changes in:
Trade and other receivables (353) (136)
Trade and other payables 36 99
Cash generated from operations 1,196 1,360
Income taxes paid (294) (181)
Interest paid (365) (345)
Net cash from operating
activities 537 834
Cashflow from investing
activities
Interest and other income
received 1 3
Purchase of investment properties (98) (2,086)
Sale of investment properties 1,386 -
Net cash from investing
activities 1,289 (2,083)
Cashflow from financing
activities
Dividends paid (454) (371)
Drawdown on bank loans - 1,312
Repayment of bank loans (1,100) -
Net cash from financing
activities (1,554) 941
Net increase/(decrease)
in cash and cash equivalents 359 (308)
Cash and cash equivalents
at beginning of period 1,075 1,383
Cash and cash equivalents
at end of period 1,434 1,075
WYNNSTAY PROPERTIES PLC
STATEMENT OF CHANGES IN EQUITY FOR THE YEARED 25TH MARCH
2018
YEARED 25TH MARCH 2018
Capital Share
Share Redemption Premium Treasury Retained
Capital Reserve Account Shares Earnings Total
GBP GBP 000 GBP 000 GBP 000 GBP 000 GBP 000
000
Balance at
26th March
2017 789 205 1,135 (1,570) 17,706 18,265
Total comprehensive
income for
the year - - - - 2,632 2,632
Dividends -
note 7 - - - - (454) (454)
--------- ----------- -------- ---------- ---------- -------
Balance at
25th March
2018 789 205 1,135 (1,570) 19,884 20,443
--------- ----------- -------- ---------- ---------- -------
YEARED 25TH MARCH 2017
Capital Share
Share Redemption Premium Treasury Retained
Capital Reserve Account Shares Earnings Total
GBP GBP 000 GBP 000 GBP 000 GBP 000 GBP 000
000
Balance at
26th March
2016 789 205 1,135 (1,570) 15,280 15,839
Total comprehensive
income for
the year - - - - 2,797 2,797
Dividends -
note 7 - - - - (371) (371)
--------- ----------- -------- ---------- ---------- -------
Balance at
25th March
2017 789 205 1,135 (1,570) 17,706 18,265
--------- ----------- -------- ---------- ---------- -------
WYNNSTAY PROPERTIES PLC
NOTES TO THE FINANCIAL STATEMENTS FOR THE
YEARED 25TH MARCH 2017
1. BASIS OF PREPARATION, ACCOUNTING POLICIES AND ESTIMATES
Wynnstay Properties Plc is a public limited company incorporated
and domiciled in England and Wales. The principal activity of the
Company is property investment, development and management. The
Company's ordinary shares are traded on the Alternative Investment
Market. The Company's registered number is 00022473.
1.1 Basis of Preparation
The financial statements have been prepared in accordance with
International Financial Reporting Standards ("IFRS") as adopted by
the EU. The financial statements have been presented in Pounds
Sterling being the functional currency of the Company. The
financial statements have been prepared under the historical cost
basis modified for the revaluation of investment properties and
financial assets measured at fair value through profit or loss, and
investments.
(a) New Interpretations and Revised Standards Effective for the
year ended 25th March 2018
The Directors have adopted all new and revised standards and
interpretations issued by the International Accounting Standards
Board ("IASB") and the International Financial Reporting
Interpretations Committee ("IFRIC") of the IASB and adopted by the
EU that are relevant to the operations and effective for accounting
periods beginning on or after 26th March 2017. The adoption of
these interpretations and revised standards had the following
impact on the disclosures and presentation of the financial
statements:
IAS 40 Investment Property
The amendment to the standard clarifies that judgement is
required over whether the acquisition of an investment property is
an acquisition of an asset or a business combination that falls
within the scope of IFRS 3. The amendment will prospectively impact
the accounting treatment for the acquisition of investment property
which falls under the scope of business combinations.
The Company has evaluated its investment property acquisitions
during the year ended 25th March 2018 and has not identified any
transactions which fall within the scope of business combinations.
The investment properties acquired during the year are disclosed in
note 9.
(b) Standards and Interpretations in Issue but not yet
Effective
The International Accounting Standards Board ("IASB") and
International Financial Reporting Interpretations Committee
("IFRIC") have issued revisions to a number of existing standards
and new interpretations as well as a number of new standards with
an effective date of implementation after the date of these
financial statements.
It is not anticipated that the adoption of these revised
standards and interpretations will have a material impact on the
figures included in the financial statements in the period of
initial application. The following standards may have a minor
impact:
IFRS 9: Financial Instruments
The standard makes substantial changes to the measurement of
financial assets and financial liabilities and derecognition of
financial assets. There will only be three categories of financial
assets whereby financial assets are recognised at either fair value
through profit and loss, fair value through other comprehensive
income or measured at amortised cost. On adoption of the standard,
the Company will have to re-determine the classification of its
financial assets based on the business model for each category of
financial asset. This is not considered likely to give rise to any
significant adjustments.
The principal change to the measurement of financial assets
measured at amortised cost or fair value through other
comprehensive income is that impairments will be recognised on an
expected loss basis compared to the current incurred loss approach.
As such, where there are expected to be credit losses these are
recognised in profit or loss. For financial assets measured at
amortised cost the carrying amount of the asset is reduced for the
loss allowance. For financial assets measured at fair value through
other comprehensive income the loss allowance is recognised in
other comprehensive income and does not reduce the carrying amount
of the financial asset.
Most financial liabilities will continue to be carried at
amortised cost, however, some financial liabilities will be
required to be measured at fair value through profit or loss, for
example derivative financial instruments, with changes in the
liabilities' credit risk recognised in other comprehensive
income.
The standard is effective for periods beginning on or after 1
January 2018.
An impact assessment of the standard was carried out and it was
concluded that it will have no material effect.
IFRS 15 - Revenue from contracts with customers
The standard has been developed to provide a comprehensive set
of principles in presenting the nature, amount, timing and
uncertainty of revenue and cash flows arising from a contract with
a customer. The standard is based around five steps in recognising
revenue:
Identify the contract with the customer
Identify the performance obligations in the contract
Determine the transaction price
Allocate the transaction price
Recognise revenue when a performance obligation is satisfied
On application of the standard the disclosures are likely to
increase. The standard includes principles on disclosing the
nature, amount, timing and uncertainty of revenue and cash flows
arising from contracts with customers, by providing qualitative and
quantitative information.
The Company has carried out an assessment of the impact that the
standard will have on its financial statements, and concluded the
effect is not considered to be material.
The standard is effective for periods beginning on or after 1
January 2018.
An impact assessment of the standard was carried out and it was
concluded that it will have no material effect.
IFRS 16 - Leases
The standard makes substantial changes to the recognition and
measurement of leases by lessees. On adoption of the standard,
lessees, with certain exceptions for short term or low value
leases, will be required to recognise all leased assets on their
Statement of Financial Position as 'right-of-use assets' with a
corresponding lease liability. This is likely to significantly
increase the asset and liability balances recognised in the
Statement of Financial Position.
In addition to the re-measurements required, on application of
the standard, the disclosures are likely to increase. The standard
includes principles on disclosing the nature, amount, timing and
variability of lease payments and cash flows, by providing
qualitative and quantitative information.
The requirements for lessors are substantially unchanged
although the disclosures are also likely to increase.
The Company has not as yet evaluated the full extent of the
impact that the standard will have on its financial statements,
however the effect is not considered likely to be material.
The standard is effective for periods beginning on or after 1
January 2019.
An impact assessment of the standard was carried out and it was
concluded that it will have no material effect.
1.2 ACCOUNTING POLICIES
Investment Properties
All the Company's investment properties are revalued annually
and stated at fair value at 25th March. The aggregate of any
resulting surpluses or deficits are taken to profit or loss.
Non-current assets are classified as held for sale if their
carrying amount will be recovered through a sale transaction rather
than through continuing use. This condition is regarded as met only
when the sale is highly probable and the asset is available for
immediate sale in its present condition. Management must be
committed to the sale, which should be expected to qualify for
recognition as a completed sale within one year from the date of
classification. Non-current assets classified as held for sale are
measured at the lower of the assets' previous carrying amount and
fair value less cost to sell.
Investment properties are recognised as acquisitions or
disposals based on the date of contract completion.
Depreciation
In accordance with IAS 40, freehold investment properties are
included in the Statement of Financial Position at fair value and
are not depreciated.
Other plant and equipment is recognised at cost and depreciated
on a straight line basis calculated at annual rates estimated to
write off each asset over its useful life of 5 years.
Disposal of Investments
The gains and losses on the disposal of investment properties
and other investments are included in profit or loss in the year of
disposal.
Property Income
Property income is recognised on a straight line basis over the
period of the lease. Revenue is measured at the fair value of the
consideration receivable. All income is derived in the United
Kingdom.
Taxation
The tax expense represents the sum of the tax currently payable
and deferred tax. Current tax is the expected tax payable on the
taxable income for the year based on the tax rate enacted or
substantially enacted at the reporting date, and any adjustment to
tax payable in respect of prior years. Taxable profit differs from
income before tax because it excludes items of income or expense
that are deductible in other years, and it further excludes items
that are never taxable or deductible.
Deferred taxation is the tax expected to be payable or
recoverable on differences between the carrying amounts of assets
and liabilities in the financial statements and the corresponding
tax bases used in the computation of taxable profits, and is
accounted for using the statement of financial position liability
method. Deferred tax liabilities are recognised for all taxable
temporary differences (including unrealised gains on revaluation of
investment properties) and deferred tax assets are recognised to
the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be
utilised.
The Company provides for deferred tax on investment properties
by reference to the tax that would be due on the sale of the
investment properties. Deferred tax is calculated at the rates that
are expected to apply in the period when the liability is settled,
or the asset is realised. Deferred tax is charged or credited to
profit or loss, including deferred tax on the revaluation of
investment property.
Trade and Other Accounts Receivable
Trade and other receivables are initially measured at fair value
and subsequently measured at amortised cost as reduced by
appropriate allowances for estimated irrecoverable amounts. All
receivables do not carry any interest and are short term in
nature.
Cash and Cash Equivalents
Cash comprises cash at bank and on demand deposits. Cash
equivalents are short term (less than three months from inception),
repayable on demand and are subject to an insignificant risk of
change in value.
Trade and Other Accounts Payable
Trade and other payables are initially measured at fair value
and subsequently measured at amortised cost. All trade and other
accounts payable are non-interest bearing.
Pensions
Pension contributions towards employees' pension plans are
charged to the statement of comprehensive income as incurred. The
pension scheme is a defined contribution scheme.
Borrowings
Interest rate borrowings are recognised at fair value, being
proceeds received less any directly attributable transaction costs.
Borrowings are subsequently stated at amortised cost. Any
difference between the proceeds (net of transaction costs) and the
redemption value is recognised in profit or loss over the period of
the borrowings using the effective interest method. Borrowings are
classified as current liabilities unless the Company has an
unconditional right to defer settlement of the liability for at
least 12 months after the reporting date.
1.3 Key Sources of Estimation Uncertainty and Judgements
The preparation of the financial statements requires management
to make judgements, estimates and assumptions that may affect the
application of accounting policies and the reported amounts of
assets and liabilities, income and expenses.
Revisions to accounting estimates are recognised in the period
in which the estimate is revised if the revision affects only that
period. The key sources of estimation uncertainty that have a
significant risk of causing material adjustment to the carrying
amounts of assets and liabilities within the next financial year
are those relating to the fair value of investment properties which
are revalued annually by the Company's independent valuers.
There are no other judgemental areas identified by management
that could have a material effect on the financial statements at
the reporting date.
2. PROPERTY COSTS 2018 2017
GBP'000 GBP'000
Empty rates 4 1
Property management 114 65
118 66
Legal fees 22 40
Agents fees 8 25
148 131
3. ADMINISTRATIVE COSTS 2018 2017
GBP'000 GBP'000
Rents payable - operating lease
rentals 26 25
General administration, including
staff costs 458 465
Auditors' remuneration: Audit
fees 32 32
Tax services 4 6
520 528
4. STAFF COSTS 2018 2017
GBP'000 GBP'000
Staff costs, including Directors'
fees, during the year were as
follows:
Wages and salaries 266 244
Social security costs 31 23
Other pension costs 16 17
313 284
Further details of Directors' emoluments, totaling
GBP281,685 (2017: GBP260,144), are shown in
the Directors' Report on page 10. There are
no other key management personnel.
2018 2017
No. No.
The average number of employees,
including Non-Executive Directors,
engaged wholly in management and
administration was: 6 5
The number of Directors for whom
the Company paid pension benefits
during the year was: 2 2
5. FINANCE COSTS (NET) 2018 2017
GBP'000 GBP'000
Interest payable on bank loans 365 373
Less: Bank interest receivable (1) (3)
364 370
6. TAXATION 2018 2017
GBP'000 GBP'000
(a) Analysis of the tax charge
for the year:
UK Corporation tax at 19% (2017:
20%) 222 195
Overprovision in previous year - -
Total current tax charge 222 195
Deferred tax - temporary differences 137 206
Tax charge for the year 359 401
(b) Factors affecting the tax
charge for the year:
Net Income before taxation 2,991 3,198
Current Year:
Corporation tax thereon at
19% (2017 - 20%) 569 640
Expenses not deductible for
tax purposes 3 14
Excess of capital allowances
over depreciation - (2)
Investment gain on fair value
not taxable (310) (440)
Investment profit on disposal (40) -
Other timing differences - (16)
Overprovision in previous year - -
Current tax charge 222 195
7. DIVIDS 2018 2017
GBP'000 GBP'000
Final dividend paid in year
of 10.25p per share
(2017: 8.2p per share) 278 222
Interim dividend paid in year
of 6.5p per share
(2017: 5.5p per share) 176 149
454 371
The Board recommends the payment of a final
dividend of 11.0 p per share, which will be
recorded in the Financial Statements for the
year ending 25th March 2019.
8. EARNINGS PER SHARE
Basic earnings per share are calculated by dividing
Income after Taxation attributable to Ordinary
Shareholders of GBP2,632,000 (2017: GBP2,797,000)
by the weighted average number of 2,711,617
(2017: 2,711,617) ordinary shares in issue during
the period excluding shares held as treasury.
There are no instruments in issue that would
have the effect of diluting earnings per share.
9. PROPERTIES 2018 2017
GBP'000 GBP'000
Properties
Balance at 25th March 2017 29,515 25,230
Additions 96 2,086
Disposals (1,172) -
Revaluation Surplus 1,631 2,199
30,070 29,515
Assets held for Sale (1,300) -
Balance at 25th March 2018 28,770 29,515
The Company's freehold investment properties
are carried at fair value as at 25th March 2018.
The fair value of the properties has been calculated
by independent valuers, BNP Paribas Real Estate,
on the basis of market value, defined as:
"The estimated amount for which a property should
exchange on the date of valuation between a
willing buyer and a willing seller in an arm's-length
transaction, after proper marketing wherein
the parties had each acted knowledgeably, prudently
and without compulsion."
These recurring fair value measurements for
non-financial assets use inputs that are not
based on observable market data, and therefore
fall within level 3 of the fair value hierarchy.
The significant unobservable market data used
is property yields which range from 5.51% to
8.02%, with an average yield of 6.75% and an
average weighted yield of 6.79% for the portfolio.
There have been no transfers between levels
of the fair value hierarchy. Movements in the
fair value are recognised in profit or loss.
A 0.5% increase or decrease in the yield would
result in a corresponding decrease or increase
of
GBP2.23 million in the fair value movement
through profit or loss.
10. OTHER PROPERTY, PLANT AND EQUIPMENT
2018 2017
GBP'000 GBP'000
Cost
Balance at 25th March 2017
and 25th March 2018 - 47
Depreciation
Balance at 25th March
2017 - 47
Charge for the Year - -
Balance at 25th March
2018 - 47
Net Book Values at
25th March 2017
and 25th March 2018 - -
11. OPERATING LEASES RECEIVABLE
2018 2017
The following are the future GBP'000 GBP'000
minimum lease
payments receivable under
non-cancellable
operating leases which expire:
Not later than one
year 1,870 2,026
Between 2 and 5 years 3,913 4,061
Over 5 years 123 245
5,906 6,332
Rental income under operating leases recognised
through profit or loss amounted to GBP2,182,000
(2017:
GBP2,028,000).
Typically, the properties were let for a term
of between 5 and 10 years at a market rent with
rent reviews every 5 years. The above maturity
analysis reflects future minimum lease payments
receivable to the next break clause in the operating
lease. The properties are generally leased on
terms where the tenant has the responsibility
for repairs and running costs for each individual
unit with a service charge payable to cover
common services provided by the landlord on
certain properties.
12. INVESTMENTS 2018 2017
GBP'000 GBP'000
Quoted investments 3 3
13. ACCOUNTS RECEIVABLE 2018 2017
GBP'000 GBP'000
Trade receivables 802 451
Other receivables 6 4
808 455
Trade receivables include an allowance for bad
debts of GBPnil (2017: nil). Trade receivables
of GBPnil (2017: GBP10,000) are considered past
due but not impaired.
14. ACCOUNTS PAYABLE 2018 2017
GBP'000 GBP'000
Trade payables - 7
Other creditors 140 134
Accruals and deferred income 935 898
1,075 1,039
15. BANK LOANS PAYABLE 2018 2017
GBP'000 GBP'000
Non-current loan 10,240 11,340
10,240 11,340
In December 2016, a new five year facility comprising
both a Fixed Rate Facility and a Revolving Credit
Facility was entered into providing a total
credit facility of GBP11.34 million. Interest
was charged at 3.35% per annum for the Fixed
Rate Facility of GBP10 million and 2.49% over
3 month LIBOR for the Revolving Credit Facility
of GBP0.24 million (2017: GBP1.34 million).
The loan is repayable in one instalment on 18
December 2021. The bank loan includes the following
financial covenants which were complied with
during the year:
* Rental income shall not be less than 2.25 times the
interest costs
* The bank loan shall at no time exceed 50% of the
market value of the properties secured.
The borrowing facility is secured by fixed charges
over the freehold land and buildings owned by
the Company, which at the year end had a combined
value of GBP30,070,000 (2017: GBP29,515,000).
The undrawn element of the borrowing facility
available at 25th March 2018 was GBP1,100,000
(2017: nil).
16. DEFERRED TAX
A deferred tax liability of GBP346,000 has been
recognised in respect of the investment properties
(2017: GBP209,000).
17. SHARE CAPITAL 2018 2017
GBP'000 GBP'000
Authorised
8,000,000 Ordinary Shares of
25p each: 2,000 2,000
Allotted, Called Up and Fully
Paid
3,155,267 Ordinary shares of
25p each 789 789
All shares rank equally in respect
of Shareholder rights.
In March 2010, the company acquired 443,650
Ordinary shares of Wynnstay Properties Plc from
Channel Hotels and Properties Ltd at a price
of GBP3.50 per share. These shares, representing
in excess of 14% of the total shares in issue,
are held in Treasury.
18. FINANCIAL INSTRUMENTS
The objective of the Company's policies is to manage the
Company's financial risk, secure cost effective funding for the
Company's operations and minimise the adverse effects of
fluctuations in the financial markets on the value of the Company's
financial assets and liabilities, on reported profitability and on
the cash flows of the Company.
At 25th March 2018 the Company's financial instruments comprised
borrowings, cash and cash equivalents, short term receivables and
short term payables. The main purpose of these financial
instruments was to raise finance for the Company's operations.
Throughout the period under review, the Company has not traded in
any other financial instruments. The Board reviews and agrees
policies for managing each of these risks and they are summarised
below:
Credit Risk
The risk of financial loss due to a counterparty's failure to
honour its obligations arises principally in connection with
property leases and the investment of surplus cash.
Tenant rent payments are monitored regularly and appropriate
action is taken to recover monies owed or, if necessary, to
terminate the lease. Funds are invested and loan transactions
contracted only with banks and financial institutions with a high
credit rating.
The Company has no significant concentration of credit risk
associated with trading counterparties (considered to be over 5% of
net assets) with exposure spread over a large number of
tenancies.
Concentration of credit risk exists to the extent that at 25th
March 2018 and 2017, current account and short term deposits were
held with two financial institutions, Svenska Handelsbanken AB and
C Hoare & Co. Maximum exposure to credit risk on cash and cash
equivalents at 25th March 2018 was GBP1,434,000 (2017:
GBP1,075,000).
Currency Risk
As all of the Company's assets and liabilities are denominated
in Pounds Sterling, there is no exposure to currency risk.
Interest Rate Risk
The Company is exposed to cash flow interest rate risk as it
currently borrows at both floating and fixed interest rates. The
Company monitors and manages its interest rate exposure on a
periodic basis but does not take out financial instruments to
mitigate the risk. The Company finances its operations through a
combination of retained profits and bank borrowings.
Liquidity Risk
The Company seeks to manage liquidity risk to ensure sufficient
funds are available to meet the requirements of the business and to
invest cash assets safely and profitably. The Board regularly
reviews available cash to ensure there are sufficient resources for
working capital requirements.
Interest Rate Sensitivity
Financial instruments affected by interest rate risk include
loan borrowings and cash deposits. The analysis below shows the
sensitivity of the statement of comprehensive income and equity to
a 0.5% change in interest rates:
0.5% decrease 0.5% increase
in interest in interest
rates rates
2018 2017 2018 2017
GBP'000 GBP'000 GBP'000 GBP'000
Impact on interest
payable - gain/(loss) 1 7 (1) (7)
Impact on interest
receivable - (loss)/gain (7) (5) 7 5
Total impact on pre
tax profit and equity (6) 2 6 (2)
The net exposure of the Company to interest
rate fluctuations was as follows:
2018 2017
GBP'000 GBP'000
Floating rate borrowings (bank
loans) (240) (1,340)
Less: cash and cash equivalents 1,434 1,075
1,194 (265)
Fair Value of Financial Instruments
Except as detailed in the following table, management consider
the carrying amounts of financial assets and financial liabilities
recognised at amortised cost approximate to their fair value.
2018 2018 2017 2017
Book Value Fair Value Book Value Fair Value
GBP'000 GBP'000 GBP'000 GBP'000
Interest bearing
borrowings (note
15) (10,240) (10,240) (11,340) (11,340)
Total (10,240) (10,240) (11,340) (11,340)
Categories of Financial Instruments
2018 2017
GBP'000 GBP'000
Financial assets:
Quoted investments 3 3
Loans and receivables 808 455
Cash and cash equivalents 1,434 1,075
Total financial assets 2,246 1,533
Non-financial assets 30,070 29,515
Total assets 32,316 31,048
Financial liabilities at amortised
cost 11,509 12,574
Total liabilities 11,873 12,783
Shareholders' equity 20,443 18,265
Total shareholders' equity and
liabilities 32,316 31,048
The only financial instruments measured subsequent to initial
recognition at fair value as at 25th March are quoted investments.
These are included in level 1 in the IFRS 7 hierarchy as they are
based on quoted prices in active markets.
Capital Management
The primary objectives of the Company's capital management
are:
-- to safeguard the Company's ability to continue as a going
concern, so that it can continue to provide returns for
shareholders: and
-- to enable the Company to respond quickly to changes in market
conditions and to take advantage of opportunities.
Capital comprises Shareholders' equity plus net borrowings. The
Company monitors capital using loan to value and gearing ratios.
The former is calculated by reference to total net debt as a
percentage of the year end valuation of the investment property
portfolio. Gearing ratio is the percentage of net borrowings
divided by Shareholders' equity. Net borrowings comprise total
borrowings less cash and cash equivalents. The Company's policy is
that the net loan to value ratio should not exceed 50% and the
gearing ratio should not exceed 100%.
2018 2017
GBP'000 GBP'000
Net borrowings and overdraft 10,240 11,340
Cash and cash equivalents (1,434) (1,075)
Net borrowings 8,806 10,265
Shareholders' equity 20,443 18,265
Investment properties 30,070 29,515
Loan to value ratio 34.1% 38.4%
Net borrowings to value ratio 29.3% 34.7%
Gearing ratio 43.1% 56.2%
19. COMMITMENTS UNDER OPERATING LEASES
Future rental commitments at 25th March 2018
under non-cancellable operating leases are as
follows:-
2018 2017
GBP'000 GBP'000
Within one year 25 28
Between two to five years 29 28
54 56
20. RELATED PARTY TRANSACTIONS
The Company has entered into an agreement with T.J.C.P.
Consultants Ltd, a company owned and controlled by T.J.C. Parker
which during the year was paid GBP45,000 (2017: GBP43,697). There
were no other related party transactions other than with the
Directors, which have been disclosed under Directors' Emoluments in
the Directors' Report on page 10.
21. SEGMENTAL REPORTING
Industrial Retail Office Total
2018 2017 2018 2017 2018 2017 2018 2017
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Rental Income 1,618 1,298 162 465 402 265 2,182 2,028
Profit on investment
property at fair
value 1,153 1,145 20 24 458 1,030 1,631 2,199
Total income
and gain 2,771 2,443 182 489 860 1,295 3,813 4,227
Property expenses (148) (131) - - - - (148) (131)
Segment profit/(loss) 2,573 2,312 182 489 860 1,295 3,665 4,096
-------- ------- -------- ------- -------- -------
Unallocated corporate
expenses (521) (528)
Profit on sale
of
investment property - - 210 - - - 210 -
Operating income 3,354 3,568
Interest expense
(all relating
to property loans) (365) (373)
Interest income
and
other income 1 3
-------- -------
Income before
taxation 2,991 3,198
-------- -------
Other information Industrial Retail Office Total
2018 2017 2018 2017 2018 2017 2018 2017
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------- ------- -------- ------- -------- ------- -------- -------
Segment assets 19,735 18,483 4,760 5,915 5,575 5,118 30,070 29,515
-------- ------- -------- ------- -------- ------- -------- -------
Segment assets
held
as security 19,735 18,483 4,760 5,915 5,575 5,118 30,070 29,515
-------- ------- -------- ------- -------- ------- -------- -------
WYNNSTAY PROPERTIES PLC
FIVE YEAR FINANCIAL REVIEW
IFRS
Years Ended 25th 2018 2017 2016 2015 2014
March:
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
STATEMENT OF COMPREHENSIVE INCOME
Property Income 2,182 2,028 1,778 1,663 1,609
Profit before movement
in fair value of
investment properties
and taxation 1,150 999 878 899 1,011
Income before Taxation 2,991 3,198 1,951 2,429 1,181
Income after Taxation 2,632 2,797 1,796 2,219 946
STATEMENT OF FINANCIAL POSITION
Investment Properties 30,070 29,515 25,230 21,780 18,515
Equity Shareholders'
Funds 20,443 18,265 15,839 14,390 12,499
PER SHARE
Basic earnings 97.1p 103.1p 66.2p 81.8p 34.9p
Dividends paid
and proposed 17.5p 15.75p 13.2p 12.3p 11.8p
Net Asset Value 754p 674p 584p 531p 461p
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR FKQDDQBKDAAD
(END) Dow Jones Newswires
June 14, 2018 10:26 ET (14:26 GMT)
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