RNS Number:9856X
Property Acquisition & ManagementLd
26 April 2004




PART 2
                                                                                   
                                                                                                                      
  30. RELATED PARTY TRANSACTIONS
                                                                                      
  The Company has taken advantage of the disclosure exemption allowed by Financial Reporting Standard 8 "Related      
  Party Disclosures" in respect of related transactions with other group companies.                                   
                                                                                                                      
  The relationship between the Group and Collins Stewart Fund Management Limited is disclosed in the Report of the    
  Directors. The Group receives stockbroking services from Collins Stewart Limited in respect of its United Kingdom   
  listing responsibilities and Collins Stewart (CI) Limited in respect of its Channel Island Stock Exchange           
  responsibilities, for which a fee of #35,000 per annum is paid.                                                     
                                                                                                                      
  SR Le Prevost is managing director of Collins Stewart (CI) Limited and a director of Collins Stewart Fund           
  Management Limited and Collins Stewart Property Fund Management Limited.                                            
                                                                                                                      
  CL Walker-Robson is managing director of Collins Stewart Property Fund Management Limited and a director of CNC     
  Properties Limited.                                                                                                 
                                                                                                                      
  The management fees charged to/(from) CNC Properties Limited and CNC Property Management Limited involving related  
  parties during the year are:                                                                                        
 
                                                 CNC Properties Limited               CNC Property Management Limited 
                                                         2003      2002                              2003        2002 
                                                            #         #                                 #           # 

  Nelson Investments                                   63,325         -                                 -           - 
  Nelson Property Holdings Limited                          -    42,438                                 -    (22,175) 
  Nelson Land Investments Limited                           -    24,956                                 -     (7,525) 
                                                                                                                      
  As at 31 December 2003 CNC Properties Limited and CNC Property Management Limited owed a total amount of #109,437   
  and #892,895 respectively to Nelson Investments Limited and its subsidiaries.                                       
                                                                                                                      
                                                                                                                      
                                                                                                                      
  31. FINANCIAL ASSETS AND LIABILITIES INTEREST RATE DISCLOSURE                                                       

  Financial summary                                                                                                   

  The Group has taken advantage of the exemption under Financial Reporting Standard 13 "Derivatives and Other         
  Financial Instruments", that short-term debtors and creditors can be excluded from disclosure on the ground that    
  they do not have a significant impact on the risk profile of the Group.                                             
                                                                                                                      
  The Group's financial instruments, other than derivatives, comprise investments, borrowings, long-term loans, cash  
  and liquid resources and various items such as trade debtors, trade creditors etc. that arise directly from its     
  operations. The main purpose of these financial instruments is to raise finance for the Group's operations.         
                                                                                                                      
  The Group also enters into derivative transactions (principally interest rate swaps, caps and floors). The purpose  
  of these transactions is to manage interest rate risks arising from the Group's operations and its sources of       
  finance.                                                                                                            
                                                                                                                      
  The main risks arising from the Group's financial instruments are market price, interest rate, liquidity and        
  foreign exchange risk. The Board reviews and agrees policies for managing each of these risks and they are          
  summarised below.                                                                                                   
                                                                                                                      
  Market price risk                                                                                                   
  The Group is exposed to movements in the value of the remaining bond portfolio, which can vary with the credit      
  ratings of the underlying issuers.                                                                                  
                                                                                                                      
  Interest rate risk                                                                                                  
  The Group finances its operations through a mixture of bank borrowings and retained profits. The Group borrows in   
  desired currencies at both fixed and floating rates of interest and then uses interest rate swaps, caps and floors  
  to generate the desired profile and manage the Group's exposure to interest rate fluctuations.                      
                                                                                                                      
  Liquidity risk                                                                                                      
  The Group has entered into loan agreements with The Royal Bank of Scotland for up to #100 million of borrowing (see 
  note 22). The terms of the Group's borrowings entitle the lender to require early repayment should the Group breach 
  any of the covenants placed on it by The Royal Bank of Scotland Group.                                              
                                                                                                                      
                                                                                                                      
  Foreign exchange risk                                                                                               
  The Group still holds a small number of Euro denominated bonds. As it is the intention to liquidate the bond        
  portfolio, and due to the minimal remaining value of Euro denominated bonds this currency risk has not been hedged. 
                                                                                                                      
                                                                                                                      
  Financial assets                                                                                                    
  Listed investments held by PAM High are fixed interest bearing securities. These are disclosed in note 17. The fair 
  value of the investments is represented by bid-market prices which, after discussion between the Board and the      
  Investment Manager, have been valued downwards to take account of the high volatility and poor liquidity in the     
  market.                                                                                                             
                                                                                                                      
  Cash at bank included #2,452,000 (2002: #903,000) which was held in separate bank accounts in respect of rental     
  deposits and retentions. The Group holds financial assets of #16,896,000 (2002: #20,302,000) which are recoverable  
  after more than one year. These assets are not interest bearing and, in the opinion of the Directors, their fair    
  value is not materially different from their carrying value.                                                        
                                                                                                                      
 

                                                                          
  Interest rate risk-profile  

  Financial assets - Group    

                                                     2003                                           2002 
                                Fixed rate       Floating rate                  Fixed rate      Floating rate         
                         financial assets    financial assets            financial assets   financial assets          
                                                                 Total                                          Total 
                                    #'000               #'000    #'000              #'000              #'000    #'000 

  Listed investments                  466                   -      466              1,437                  -    1,437 
  Cash at bank                          -               7,635    7,635                  -              5,912    5,912 
                                                                                                                      
 

                                                                                                           
  The above excludes short-term debtors as all the material amounts are non-interest bearing.  
 

                                                                  Fixed rate financial assets 
                                                      2003                                   2002 
                                                              Weighted average                        Weighted average
                                          Weighted average             period     Weighted average             period 
                                                     rate                                    rate                     
                                                        %               years                   %               years 
  Sterling       - medium term                      10.37                6.47               10.14                5.18 
  Euro           - medium term                      11.65                6.26                8.58                7.04 
  Deutschmark    - medium term                      10.00                4.09               10.00                5.09 
                                                                                                                      
 

                                                                                                                      
  Financial liabilities - Group                                                                                       
                                        2003                                                2002 
                     Fixed rate       Capped     Floating             Fixed rate   Capped rate      Floating          
                      financial         rate         rate              financial     financial          rate          
                    liabilities    financial    financial   Total   liabilities   liabilities      financial    Total 
                                 liabilities  liabilities                                       liabilities           
                                                                                                                      
              Note       #'000        #'000        #'000    #'000         #'000         #'000         #'000     #'000 
                                                                                                                      
  Overdrafts                 -            -        4,147    4,147             -             -         1,648     1,648 
                                                                                                                      
  Loan                       -            -            -        -             -             -            65        65 
  notes                                                                                                               
  Sterling                                                                                                            
  building      1        6,123            -        9,576   15,699         8,306             -        10,113    18,419 
  society                                                                                                             
  debt                                                                                                                
  Sterling      2       80,000            -          444   80,444        80,000         7,000         8,859    98,859 
  bank debt                                                                                                           
  Total                 86,123            -       14,167   100,290       88,306         7,000        20,686   115,992 
                                                                                                                      
  Joint                                                                                                               
  ventures:     3        6,656            -        3,097    9,753             -             -             -         - 
  Sterling                                                                                                            
  bank debt                                                                                                           
                        92,779            -       17,264   110,043       88,306         7,000        20,686   115,992 
                                                                                                                      
 

                                                                                                                      
                                                                                                                      
  1.    The building society debt is priced at margins 1.25% and 
        1.50% above LIBOR                                        
  2.    The bank debt is priced at margins of 0.85% and 1.50%    
        above LIBOR. Fixed rate bank debt reflects the effect of 
        interest rate swaps in transforming floating rate        
        liabilities into fixed rate liabilities.                 
  3.    Joint Venture sterling bank debt amounting to #4,656,000 
        (2002 - #nil) of fixed rate and #1,502,000 (2002 - #nil) 
        of floating rate financial liabilities is in respect of  
        Nelson Investments Limited and #2,000,000 (2002 - #nil)  
        of fixed rate and #1,595,000 (2002 - #nil) of floating   
        rate financial liabilities is in respect of Deanhill     
        Estates Limited.                                         
                                                                                                                      
  The above analysis excludes short-term creditors as all material amounts are non-interest bearing and sterling      
  denominated.                                                                                                        
                                                                                                                      
                                                                                                                      
  Hedge profile - interest bearing liabilities - Group                                                                
 

                                                                                                                      
                                          2003                                                2002 
                     Fixed rate financial    Capped rate financial      Fixed rate financial     Capped rate financial
                             liabilities              liabilities               liabilities               liabilities 
                                 Weighted                 Weighted                  Weighted                  Weighted
                       Weighted   average      Weighted    average       Weighted    average       Weighted    average
                        average   period        average    period   average rate     period   average rate     period 
                          rate                    rate                                                                
            Note             %     Years             %      years              %      years              %      years 
  Sterling                                                                                                            
  building                8.06      2.18             -          -           8.01       2.66              -          - 
  society                                                                                                             
  debt                                                                                                                
  Sterling     1          8.54      1.81             -          -           8.54       2.81          10.00       0.25 
  bank                                                                                                                
  debt                                                                                                                
  JV bank      2          6.89      5.08             -          -              -          -              -          - 
  debt                                                                                                                
  Group                   8.42      2.06             -          -           8.49       2.79          10.00       0.25 
 

                                                                                                                      
                                                                                                                      
  1.    The Group benefits from the purchase of an interest     
        rate floor on a notional principal of #40.0 million at  
        a strike rate of 7.05% expiring in July 2005. The       
        benefit of this is not reflected in the average rates   
        provided above.                                         
  2.    Through the joint venture the Group benefits from the   
        purchase of an interest rate floor on a notional        
        principal of #2.0 million at a strike rate of 6.65%     
        expiring in January 2007.                               
                                                                                                                      
  The fair value of the Group's financial liabilities are set out below:                                              
 

                                                                                                                      
                                          2003                                               2002 
                      Book      Notional        Fair     Fair value      Book      Notional        Fair     Fair value
                    value     principal       value     adjustment     value     principal       value     adjustment 
                    #'000         #'000       #'000          #'000     #'000         #'000       #'000          #'000 
  Financial                                                                                                           
  instruments                                                                                                         
  held or                                                                                                             
  issued to                                                                                                           
  finance the                                                                                                         
  joint                                                                                                               
  venture's                                                                                                           
  operations:                                                                                                         
  Loan notes            -             -           -              -        65             -          65              - 
  Building          6,123             -       6,379          (256)     8,306           n/a       8,785          (479) 
  society fixed                                                                                                       
  rate loans                                                                                                          
  Derivative                                                                                                          
  financial                                                                                                           
  instruments                                                                                                         
  held to                                                                                                             
  manage the                                                                                                          
  Group's                                                                                                             
  interest rate                                                                                                       
  exposure:                                                                                                           
  Interest rate         -        80,000       3,448        (3,448)         -        80,000       5,930        (5,930) 
  swaps -                                                                                                             
  Sterling                                                                                                            
  Interest rate         -             -           -              -         -         7,000           -              - 
  caps                                                                                                                
  Interest rate         -        40,000     (1,508)          1,508         -        40,000     (2,761)          2,761 
  floors                                                                                                              
  Financial                                                                                                           
  instruments                                                                                                         
  held to                                                                                                             
  finance joint                                                                                                       
  venture                                                                                                             
  operations:                                                                                                         
  Interest rate         -         6,656          72           (72)         -             -           -              - 
  swaps -                                                                                                             
  Sterling                                                                                                            
  Interest rate         -         2,000       (113)            113         -             -           -              - 
  floors                                                                                                              
  Gross fair                                               (2,155)                                            (3,648) 
  value                                                                                                               
  adjustment                                                                                                          
  Less tax                                                     647                                              1,094 
  relief at 30%                                                                                                       
  Net fair                                                 (1,508)                                            (2,554) 
  value                                                                                                               
  adjustment                                                                                                          
                                                                                                                      
 

                                                                                                                      
                                                                                                                      
  Fixed rate debt and interest rate swaps have been valued by reference to the offered side of the yield curve        
  commencing on 31 December 2003 and ending on the contracted expiry dates.                                           
                                                                                                                      
  Interest rate caps and floors have been valued on the basis that the instruments be purchased at prices prevailing  
  on 31 December 2003.                                                                                                
                                                                                                                      
  Hedge expiry                                                                                                        
  The maturity profile of the Group's interest rate hedge instruments are set out below:                              
 

                                                                                   
                                                           Expiring hedge balances 
                                                                    2003      2002 
                                                                   #'000     #'000 
                                      Year 1                       1,586     8,974 
                                      Year 2                      70,428     1,400 
                                      Year 3                       4,363    70,386 
                                      Year 4                      12,057     4,547 
                                      Year 5                          88    10,000 
                                      Later                        4,247         - 
                                                                  92,799    95,307 
 

                                                                                                                      
  32. NET CURRENCY POSITION ANALYSIS                                                                                  

  The following analysis gives details of the Group's assets and liabilities at the year-end in Sterling based on the 
  currencies in which they are denominated to identify the extent to which the foreign currency exposures of the      
  Group are matched or unmatched.                                                                                     
                                                                                                                      
 
                                       2003                                              2002 
                      Sterling     Euro    Deutschmark        Total     Sterling     Euro    Deutschmark        Total 
                         #'000    #'000          #'000        #'000        #'000    #'000          #'000        #'000 
  Assets                                                                                                              
  Goodwill                 440        -              -          440          733        -              -          733 
  Listed                    49      228            189          466          290      931            216        1,437 
  investments                                                                                                         
  Other                  3,603        -              -        3,603          992        -              -          992 
  investments                                                                                                         
  Investment           177,764        -              -      177,764      168,310        -              -      168,310 
  properties                                                                                                          
  Tangible fixed             7        -              -            7           12        -              -           12 
  assets                                                                                                              
  Property assets       10,933        -              -       10,933       11,612        -              -       11,612 
  Cash                   7,620       15              -        7,635        5,719      193              -        5,912 
  Debtors                8,371        -              -        8,371        7,516        4              -        7,520 
                       208,787      243            189      209,219      195,184    1,128            216      196,528 
                                                                                                                      
  Liabilities                                                                                                         
  Creditors           (21,288)        -              -     (21,288)     (21,067)        -              -     (21,067) 
  Loans              (100,290)        -              -    (100,290)    (115,927)        -              -    (115,927) 
  Minority            (12,024)        -              -     (12,024)     (11,031)        -              -     (11,031) 
  interests                                                                                                           
                     (133,602)        -              -    (133,602)      148,025        -              -      148,025 
                                                                                                                      
                        75,185      243            189       75,617       47,159    1,128            216       48,503 
 

                                                                                                                      
                                                                                                                      
  33. ANALYSIS OF NET DEBT                                                                                            
                                                                                                   
                             At 1 January 2003        Cashflows        Exchange difference        At 31 December 2003 
                                         #'000            #'000                      #'000                      #'000 
  Cash at bank and in                    5,912            1,719                          4                      7,635 
  hand                                                                                                                
  Overdraft                            (1,648)          (2,499)                          -                    (4,147) 
  Net cash at bank and in                4,264            (780)                          4                      3,488 
  hand                                                                                                                
  Debt due within one                  (1,127)            (912)                          -                    (2,039) 
  year                                                                                                                
  Debt due after more                (113,151)           19,047                          -                   (94,104) 
  than one year                                                                                                       
  Loan notes within one                   (65)               65                          -                          - 
  year                                                                                                                
  Total                              (110,079)           17,420                          4                   (92,655) 
 

                                                                                                                     
                                                                                                                     
                                                                                                                     
   34. RECONCILIATION OF NET REVENUE BEFORE FINANCE COSTS AND TAXATION TO NET CASH INFLOW FROM OPERATING ACTIVITIES  
 

                                                                                               
                                                                               2003       2002 
                                                                              #'000      #'000 
                          Net revenue before finance costs and taxation      10,525     12,587 
                          Profit on sale of investment properties             2,529          - 
                          Decrease in funding of joint ventures                   -    (1,877) 
                          Management fee charged to capital                   (691)      (591) 
                          Other charges to capital                              (2)      (503) 
                          Depreciation                                            5          5 
                          Amortisation                                          293        623 
                          Decrease in accrued income                              -      1,261 
                          Decrease in property assets                           679      1,666 
                          Increase/(decrease) in creditors                      151    (1,029) 
                          (Increase)/decrease in other debtors              (1,175)        172 
                          Net cash inflow from operating activities          12,314     12,314 
 

                                                                                
If you have any queries please contact: 

Andrew Duquemin                         
Collins Stewart Fund Management Limited 
TSB House                               
Le Truchot                              
St Peter Port                           
Guernsey                                
GY1 4AE                                 
Tel: 01481 731 987                      
Fax: 01481 720 018                      
 




                      This information is provided by RNS
            The company news service from the London Stock Exchange

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