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LXB Retail Properties Plc  -  LXB   

Interim Results

Released 07:00 29-Jun-2018

RNS Number : 9726S
LXB Retail Properties Plc
29 June 2018
 

 

 

 

 

For immediate release                                                                                                29 June 2018

 

 

LXB Retail Properties Plc

 

INTERIM RESULTS FOR THE PERIOD ENDED 31 MARCH 2018

 

 

LXB Retail Properties Plc, a Jersey resident closed-ended real estate investment company focused on edge of town and out of town retail assets, today announces interim results for the period ended 31 March 2018.

Highlights                                                                                                                        31 March               30 September

                                                                                                                                                       2018                                2017

·      Cash deposits:                                                                                                 £20.43m                           £7.98m

·      NAV per share:                                                                                                     25.78p                            29.52p

·      Loss per share:                                                                                                    (3.74)p                            (9.18)p

 

 

·     November 2017: following the satisfaction of the remaining criteria, £8.6m was received from the Crown Estate under the funding agreement in respect of phases 2 and 3 at Rushden Lakes

·     December 2017: exchanged contracts for the sale of the Riverside scheme at Stafford for net cash proceeds of £35.9m, which completed in January 2018

·     December 2017:  exchanged contracts for the disposal of the leisure scheme at Stafford for an initial price of £8.9m (subject to future lettings), which is expected to complete in Summer 2018 on PC of the cinema

·     February/March 2018: exchanged contracts for the sale of 4 non-core assets at various sites generating total cash proceeds of £1.1m, all of which have now completed

·     March 2018: a proposed Jersey Scheme of Arrangement, enabling the transfer of certain longer term assets and liabilities to a third party, and therefore allowing a more expedient winding up of the Group's remaining affairs, was sanctioned by the Royal Court of Jersey and became effective on 31 March (see note 17)

 

Post period end:

·     May 2018: completed the disposal of the final phase of Neats Court Retail Park, Sheppey to Lightstone Neatscourt LLP generating net initial cash proceeds of £2.45m

·     June 2017: the Group announced plans to return £12.6m cash (7.5p per share) to Shareholders

For further information please contact:

LXBᵌ Partners LLP Tim Walton, CEO Brendan O'Grady, FD Tel: 020 7432 7900

J.P. Morgan Cazenove (NOMAD) Bronson Albery/Paul Hewlett Tel: 020 7742 4000

Buchanan Charles Ryland/Henry Wilson

 

Forward looking statements

 

This document includes forward looking statements which are subject to risks and uncertainties. You are cautioned that forward looking statements are not guarantees of future performance and that if risks and uncertainties materialise, or if assumptions underlying any of these statements prove incorrect, the actual results of operations and financial condition of the Group may materially differ from those made in, or suggested by, forward looking statements. Other than in accordance with its legal or regulatory obligations, the Company undertakes no obligation to review, update or confirm expectations or estimates or to release publicly any revisions to any forward looking statements to reflect events that occur or circumstances that arise after the date of this document.

 

Chairman's Statement

Dear Shareholder,

I am pleased to present the Interim Report and Financial Statements for the six months to 31 March 2018.

Following the overwhelming approval by Shareholders of the Scheme of Arrangement in February 2018 and the subsequent sanction of the reorganisation of the Group by means of that scheme, by the Royal Court of Jersey, I write with only nine months left in the life of the Group of which I have been Chairman for nearly nine years.

In the remaining months of our mandate your Board and the Investment Adviser have one aim; to return as much cash to Shareholders as quickly as possible, whilst always ensuring that commercial obligations, both contractual and to wider stakeholders, are met in full.

Following the completion of the sale of our retail scheme at Stafford we planned to return cash; however, we were unable to do so until we had secured release of the performance bond that was issued in relation to Rushden Lakes. I am delighted to say that this has now completed and that your Board has approved a Return of Cash of 7.5 pence per share, equivalent to c£12.6m. This is 25% higher than anticipated in the announcement of 5 February 2018, because, as noted in the Investment Manager's report, the Group has subsequently completed some other smaller disposals.  Within the next few days the Company will make an announcement and send a letter to Shareholders, together with election forms which will set details of the return of cash and the manner of making elections under it in line with the terms of the returns of cash arrangements which were approved by Shareholders at the Annual General Meeting on 27 February 2018.

Further returns of cash are expected to be announced by the Board as soon as practicable, following further realisations consistent with the reducing working capital requirements of the Group.

It is important to acknowledge that the occupational markets in both retail and leisure have become even more challenging over the last three months as a whole list of household names have either become insolvent or have presented restructuring proposals such as Company Voluntary Arrangements. This has made it difficult to conclude deals with occupiers, especially given the short time that is left for us to complete such deals, and has meant that we have had to make difficult but necessary decisions to fulfil our mandate and maximise value for Shareholders.

Terms are agreed in principle for a transaction with The Crown Estate, whereby the Group would receive a final sum in respect of the Garden Square development site at Rushden Lakes (Phase 4), with the Group having no ongoing construction or letting obligations, and for the disposal of the Group's two adjacent property interests. The total receipts for the variation and disposals will not be determined until the Garden Square investment appraisal is agreed with The Crown Estate but they are not expected to be less than £7.5m. This contract variation, which is expected to be exchanged in July 2018, will become unconditional once outstanding planning matters and the terms of the build contract for Garden Square are finalised. Both matters are well-advanced and the Board anticipates that these monies will be received in August 2018. Whilst this agreement means the Group will receive less than the full potential development surplus from Garden Square, your Board is mindful of the fact that Phase 4 could not have been built within the remaining expected life of the Group, nor could we possibly deliver the lettings criteria required under the original agreement. Accordingly, we believe this is a satisfactory result in context of the Group's reorganisation that benefits both parties and, in particular, enables us to realise further value for Shareholders from Rushden Lakes in a timeous fashion.

Two members of the adviser team, Jon McCarthy and Giles Haywood, who have been closely involved with Rushden Lakes, have been approached by The Crown Estate to assist with completion of Garden Square after the Group has ceased to have an interest. Those discussions are, I understand, ongoing and if anything should result which needs to be brought to the attention of Shareholders, an announcement will be made.

Phase 3 at Rushden Lakes is due to reach practical completion in July of this year. There is one letting still to do and terms are agreed. The papers are out for signature and once that is exchanged, Phase 3 will be fully let. We expect that to occur before practical completion, and to receive further cash of £2.7m shortly thereafter. Phase 2, the leisure space, is not due to complete until January 2019 and should constitute the last remaining business of the Group. Whilst lettings are difficult, solicitors are instructed on lettings covering 5,450 sq ft and, if exchanged, we will be left with two units of 6,000 sq ft in total still to let. The final amount of cash to be realised from Phase 2 will not be known until practical completion at the earliest, and remains heavily dependent on lettings.

Agreement has also been reached in principle for a variation to the terms of the forward sale of the leisure investment at Stafford. Having concluded that there was no reasonable prospect of letting the space under the terms of the original contract with Legal and General within the expected life of the Group, this variation (which is expected to be exchanged within the next 10 days) will commute the Group's remaining interest in the unlet leisure space in return for an additional £1m payable at completion. The varied contract will complete when the development of the cinema achieves practical completion and will, realise a cash sum of £5.7m net of building costs for the sale of the cinema and restaurants. We are projecting that this will be received in October 2018.

During the period we have completed the sale of our remaining interests at Sheppey. We have previously reported that we were also in legals to complete the sale of our remaining property at Sutton, however we recently terminated discussions due to concerns about the prospective purchaser's willingness to commit within an acceptable timeframe. In light of that experience, and mindful that Sutton has significant cash value within the remaining portfolio, we have determined to pursue a number of potential bidders but, if matters do not proceed rapidly, the investment will be offered for sale at auction. The Group also has the potential to realise further value from the last remaining unit at Biggleswade and lawyers are instructed in connection with two lettings that will see that space fully let.

The Group has a number of other external negotiations to conclude in anticipation of the planned dissolution of the Company and these are all in progress. We expect them to be largely concluded, together with disposals of all remaining property interests, by the end of 2018. I am pleased also to report that all of the highways works have finally been completed and provided for at Rushden Lakes, save only for the safety audit which we do not anticipate will reveal any further issues.

As well as concluding external business we continue to make good progress in reducing the number of legal entities within the Group. We are forecasting that by the end of 2018 the Group will consist of the Plc and only a handful of subsidiary entities.

I am conscious of Shareholders' desire to be informed as to the likely timing and quantum of returns of cash. As I noted earlier, we aim to return cash as quickly as we can and the next payment will most likely follow after the completion of the Garden Square variation and practical completion of Phase 3 at Rushden Lakes. Currently we anticipate that will be in the order of 5.5 pence per share. Shareholders are, of course, most interested in the final outcome. As a result of the proposed contract variations in respect of Rushden Lakes and Stafford outlined above and other developments in the portfolio, the Board has revised its expectations of the final position down from 30-35 pence per share (including the proposed return of 7.5 pence per share referred to earlier) to between 26 and 28 pence per share (again including the proposed return of 7.5 pence per share). We are cautious in our assessment of the likely range of outcomes due to the Group's continuing exposure to letting risk at Phase 2 of Rushden Lakes and at Biggleswade. This reflects our best current assessment of what letting terms will be achieved but it is important to note that, as the balance sheet is reduced by further returns of cash, even small differences will have a meaningful impact on NAV.

Finally, I would like to record my thanks to my fellow directors, the Investment Adviser and our other advisers. It is never easy working in a Group running down its operations, with long-time friends and colleagues leaving as the work flow diminishes, especially in such a tough economic climate for the markets in which we operate. Nevertheless, I am pleased to say that the work being undertaken on your behalf continues to be carried out with extreme professionalism and skill and I am confident that it will be completed in line with the mandate that you have given us.

 

 

Phil Wrigley

Chairman

29 June 2018

Report of the Investment Manager, LXBᵌ Partners LLP

LXBᵌ Partners LLP advises LXB Retail Properties Plc ("LXB" or "the Group") and is pleased to report on the operations of the Group during the six-month period ended 31 March 2018 and up to the date of this report. Given the Group's mandate from Shareholders, we will focus primarily on the current position of each of the principal investments and on what needs to be accomplished in order that the planned dissolution can occur, subject to the necessary approvals.

The Company's scheme of arrangement (approval of which by the Royal Court of Jersey was announced on 16 March 2018) was implemented as planned on 31 March 2018 with the relevant transfers to the IW Topco Limited group of companies. The Group incurred costs of £1.692m in connection with the scheme of arrangement, of which £766k was provision for future running costs of the IW Group and the balance relates to legal and professional costs. Since 1 April 2018, the Group has continued with its plans to realise investments and close out its remaining contractual positions with a view to seeking dissolution of LXB shortly after 31 March 2019. At the date of this report, LXB still has 29 subsidiaries, nine of which have concluded all material third party business and are expected to be wound up shortly.

The remaining active subsidiaries relate to the following investments:

Banbury

A small performance bond is due to expire in July 2018 once a final inspection of highways-related matters has taken place. There are no indications that there will be any actual liability in respect of that bond and the Group expects that the last remaining Banbury entity can be wound up by late summer 2018.

Biggleswade

Two of the remaining subsidiaries are involved with this investment. Solicitors are instructed in connection with two lettings covering the final remaining space. The potential lettings required amendments to the existing planning consent (to allow sub-division of a larger unit) which has been obtained and the contractor has been appointed. We expect the agreements for lease to exchange shortly and leases to be signed following completion of the sub division works which is expected to occur in August 2018. Once the leases are signed, the Group will become entitled to the final receipt of proceeds due under the related forward funding agreement.

Greenwich

The Group retains three active Greenwich-related subsidiaries. There is still a small amount of space (1,670 sq ft on ground floor) to let in the last remaining unit at the Sainsbury's/M&S led Gallions Road development. Under the terms of the relevant forward funding agreement, the Group has until November 2018 to secure a tenant, although it is likely that any letting will require approval of the new owner.

All external matters at Brocklebank Retail Park are substantially complete however the two Brocklebank related subsidiaries will remain in existence until the defects period (which lasts for 12 months after practical completion in August 2017) has expired satisfactorily and the final accounting and other administrative aspects have been concluded.

Rushden

Three of the Group's subsidiaries are involved with the Rushden Lakes investment and there has been significant progress in the period covered by this report and subsequently.

 

Following the signing of leases on the last two units at Phase 1, the £15m performance bond has been released, allowing the Board to propose a return of cash to Shareholders.

 

Phase 3 is expected to be fully let shortly, all terms are agreed for the final letting and the contracts are out for signature. This should occur before practical completion which is scheduled to occur in July 2018, following which the Group expects to receive cash of £2.7m.

 

Construction of the leisure space in Phase 2 is progressing well and practical completion will occur as sections are completed, allowing tenants to take occupation in stages. The first tenants are expected to take possession of their units for fitting out in September 2018 with further sections completing over the following months until full practical completion occurs in January 2019. The final receipt for Phase 2 will only be determined after January 2019 and is primarily dependent on lettings achieved by that time. Currently, there is 11,450 sq ft still to let in four units although solicitors are instructed in connection with lettings covering 5,450 sq ft (two units).

 

The expected lifetime of the Group is incompatible with meeting the terms of the agreement previously reached with The Crown Estate concerning Phase 4, the Garden Square scheme. Consequently, the Group has explored alternative options to maximise value for Shareholders prior to the planned dissolution. As noted in today's Chairman's statement, terms are agreed in principle for the Group to sell its remaining land interests at Rushden and to be freed from its obligations in relation to the build-out and letting of that phase. The variation to the contract with The Crown Estate is expected to be exchanged shortly and the requirements for the agreement to become unconditional are expected to be fulfilled by the end of July 2018.  A cash receipt of not less than £7.5m is anticipated to be received in August 2018. Two members of the Investment Adviser's team who have been closely involved with Rushden Lakes have been approached by The Crown Estate to discuss the possibility that they are retained by the Crown Estate to assist with the Garden Square development following completion of the contract variation. These discussions are ongoing.

 

The contractor appointed by Highways England to carry out the A45 improvement works has completed and, subject to final sign-off by Highways England, the works are final and the related completion certificate can be issued. The final account will not be finalised for a short period thereafter as all the costs have to be collated and accounted for; the Group has accounted conservatively for all known costs.

 

Sheppey

The Group has disposed of its remaining property interests on the Isle of Sheppey since 31 March 2018. Phase 2C at Neats Court, which comprises six units with occupiers including Starbucks, Burger King, Subway and Costa Coffee has been sold to Lightstone LLP (which acquired the adjacent Neats Court Retail Park from the Group in January 2017).  A headline price of £2.51 million was achieved realising initial cash proceeds of £2.45m after adjustment for unexpired rent-free periods. A further £475,000 (less adjustment for any unexpired rent free period) will be received if a letting of the final vacant unit (for which terms are agreed and solicitors instructed) is concluded before mid-September 2018. Although the disposal had no material impact on NAV, it has increased the amount of cash available for return to shareholders.

 

Once the final unit is let, the Group will have concluded all material external business for this investment. There remain a number of less significant matters and obligations to conclude, and the two Sheppey related entities will continue to exist for a short while after expiry of the defects period in July 2018.

 

Stafford

The interaction of the Group's various investments at Stafford necessitated a complex legal structure and six Stafford related subsidiaries remain in existence.

 

The Group disposed of its Riverside retail investment to funds managed by Legal & General in January 2018 realising cash proceeds of £35.9m and releasing cash of £10.2m after repayment of the £25.7m of bank borrowings secured on the investment.

 

The principal outstanding commercial issue at Stafford is to complete construction of the cinema and adjacent restaurant unit so that the previously announced sale to Legal & General Leisure Fund Trustee Limited and Legal & General Property Partners (Leisure) Limited can complete in October 2018. As announced on 22 December 2017, the original contract provided for an initial payment with additional proceeds linked to the achievement of further lettings (beyond those in place at exchange) at any time up to December 2020. No further lettings have been achieved since exchange and, given the challenges currently facing the casual dining sector and the relatively short period to generate value for Shareholders, the Board has approved a proposal to vary the sales contract such that the right to further lettings-related receipts is cancelled in return for an additional £1m payable at completion. This variation to the original forward sale agreement is expected to be exchanged within the next 10 days. Following the exchange of contracts for the sale in January 2018, the Group also concluded that it was more cost-effective to fund the development from cash and the RBS development facility was cancelled. Currently, the Group is forecasting that it will realise net proceeds of £5.7m from this investment (after adjustment for costs to be incurred after 31 March 2018 to complete the development).

 

Sutton

The Portfolio Update on 26 March 2018 reported that solicitors were instructed in connection with the sale of the Group's last remaining investment at Sutton, with completion at that time expected to occur in April/May 2018.  It has proven impossible to be assured that binding contracts would be exchanged within an acceptable timeframe and the Group recently took the decision to pursue discussions with alternative bidders and, in the absence of a committed party, to sell the investment at auction.

 

There are two Sutton related subsidiaries. One of those is expected to achieve final local authority sign-off shortly in regard to the highways works associated with the Sainsbury's investment (which was sold some time ago). That will enable a small performance bond to be released, following which this subsidiary can be dissolved as soon as its final accounting and administrative matters are concluded.

 

Higher Newham Farm

The Board has concluded that this investment should be sold and is currently in discussions with interested third parties.

 

Returns of Cash

As noted in today's Chairman's Statement, the Board has approved a return of cash of 7.5 pence per share (equivalent to c. £12.6m).

 

Our instructions from the Board continue to be, to identify opportunities for the Group to realise cash from the portfolio and to finalise contractual positions so that further returns of cash may be made as soon as is appropriate. 

 

Revaluation deficit and profit on sale of investment properties

As described in note 10 to the Interim Report, the investment properties held by the Group at 31 March 2018 were valued by the Group's external property valuers, JLL. In their opinion the fair value of these investment properties at that date was £21.75m, resulting in a revaluation deficit for the period of £4.7m. The principal component of this was the write-down in value of the unlet restaurant units at Stafford (to reflect the revised sale terms referred to above).

 

In addition to the transactions detailed above the Group has also disposed of a number of smaller residual land interests at Denbigh, Gloucester, Greenwich and Truro in the period since 1 October 2017 at prices close to their book values. The Group has recognised a profit on sale of investment properties of £1.69m in the period which arises mainly from recognition in part of the potential Garden Square receipt mentioned above, less adjustments to reflect conservative rental values on the remaining unlet units and the final highways costs at Rushden Lakes.

 

Accounting treatment of forward funded construction activities

Under the terms of the sale of a number of the Group's investments, the buyer funds the development with the Group overseeing the works. The Group recharges the costs associated with the relevant forward funding agreement plus a 1% fee on the main contractor's costs. As explained previously, following consultation with the Group's auditors, the appropriate accounting treatment for these arrangements is to include the amounts receivable from the buyer (in respect of each reporting period) in gross revenue and to include the costs incurred by the Group (in respect of each reporting period) in direct costs. The relevant amounts for the period are disclosed in note 4 to the Interim Report.

 

Basis of preparation

As the Group is now in the final year of its expected life the directors have concluded that it continues to be appropriate not to adopt a going concern basis of preparation in these interim financial statements. Readers of the accounts should be aware that, as was the case at 30 September 2017, the Group's investment properties are classified in the Group Balance Sheet as current assets "held for sale" rather than non-current assets. No other material adjustments arose as a result of ceasing to apply the going concern basis in either the current period or the prior year.

 

Cash position and expenditure

During the six months to 31 March 2018, £6.82m of cash was deployed in capital expenditure on investment properties.

 

At the balance sheet date the Group had £20.43m of cash.

 

 

 

 

 

 

Tim Walton

On behalf of LXBᵌ Partners LLP

29 June 2018

 

Auditor's independent review report

to LXB Retail Properties Plc

 

Introduction

 

We have been engaged by the Company to review the condensed set of financial statements included within this Interim Report for the six months ended 31 March 2018 which comprises the Group Income Statement, the Group Statement of Changes in Equity, the Group Balance Sheet, the Group Cash Flow Statement and the related notes.

 

We have read the other information contained in the Interim Report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

 

Directors' responsibilities

 

The Interim Report, including the financial information contained therein, is the responsibility of and has been approved by the Directors. The Directors are responsible for preparing the Interim Report in accordance with the rules of the London Stock Exchange for companies trading securities on the AIM and the rules for companies trading securities on the Channel Islands Securities Exchange. These rules require that the Interim Report be presented and prepared in a form consistent with that which will be adopted in the Company's annual accounts having regard to the accounting standards applicable to such annual accounts.

 

As disclosed in note 2, the annual financial statements of the Group are prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. The condensed set of financial statements included in this Interim Report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting" as adopted by the European Union.

 

Our responsibility

 

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the Interim Report based on our review.

 

Our report has been prepared in accordance with the terms of our engagement to assist the Company in meeting the requirements of the rules of the London Stock Exchange for companies trading securities on the AIM and the rules for companies trading securities on the Channel Islands Securities Exchange and for no other purpose. No person is entitled to rely on this report unless such a person is entitled to rely on this report by virtue of and for the purpose of our terms of engagement or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.

 

Scope of review

 

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Conclusion

 

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the Interim Report for the six months ended 31 March 2018 is not prepared, in all material respects, in accordance with International Accounting Standard 34, as adopted by the European Union, the rules of the London Stock Exchange for companies trading securities on the AIM and the rules for companies trading securities on the Channel Islands Securities Exchange.

 

Emphasis of Matter

 

Without modifying our conclusion, we draw your attention to note 2 in the condensed set of financial statements. It is the Directors' intention to bring the Group's activities to a close through either a voluntary liquidation or other reconstruction or reorganisation following the return of surplus cash to Shareholders. Accordingly, the condensed set of financial statements have not been prepared on a going concern basis.

 

 

 

BDO LLP

Chartered Accountants

London

United Kingdom

 

29 June 2018

 

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

 

Group income statement

for the period ended 31 March 2018

 

 

 

Unaudited

six months to

31 March

2018

Unaudited

six months to

31 March

2017

Audited

year to

30 September

2017

 

Note

£

£

£

 

 

 

 

 

Gross revenue

 

4

21,339,751

37,055,626

61,972,832

Direct costs

4

(21,112,454)

(36,218,224)

(60,081,862)

 

 

 

 

 

Net revenue and gross profit

 

227,297

837,402

1,890,970

 

 

 

 

 

Administrative expenses:

 

 

 

 

Corporate administrative expenses

 

(1,749,632)

(3,008,766)

(4,502,979)

Scheme of arrangement costs (note 17)

 

(1,691,783)

-

-

Total administrative expenses

 

(3,441,415)

(3,008,766)

(4,502,979)

 

 

 

 

 

Other property-related transactions:

5

 

 

 

Amounts receivable in respect of the

 

 

 

 

 cancellation of certain contractual

 

 

 

 

 arrangements

 

-

4,834,117

4,834,117

 

 

 

 

 

Impairment arising as a result of the

 

 

 

 

 cancellation of certain contractual

 

 

 

 

 arrangements

 

-

(2,770,730)

(2,773,213)

Net surplus/(deficit) in respect of the cancellation

 

 

 

 

 of certain contractual arrangements

 

-

2,063,387

2,060,904

 

 

 

 

 

Investment property revaluation deficit

10

(4,704,323)

(3,405,499)

(12,831,691)

Profit/(loss) on sale of investment properties

 

1,686,564

(4,363,654)

(782,614)

Other income

 

-

10,461

15,078

 

 

 

 

 

Operating loss

 

(6,231,877)

(7,866,669)

(14,150,332)

 

 

 

 

 

Finance income

6

1,855

10,637

11,435

Finance costs

6

(247,877)

(536,712)

(989,243)

 

 

 

 

 

Loss before tax

 

(6,477,899)

(8,392,744)

(15,128,140)

 

 

 

 

 

Taxation credits /(charges)

7

182,732

(137,559)

(330,059)

 

 

 

 

 

Loss for the period

 

(6,295,167)

(8,530,303)

(15,458,199)

 

 

 

 

Pence

Pence

Pence

Loss per share

 

Per share

Per share

Per share

 

 

 

 

 

Basic and diluted

8

(3.74)

(5.07)

(9.18)

 

As described in note 2, the Group is in the process of performing an orderly realisation of its investments.

 

There were no items of other comprehensive income in the current period or prior year and therefore the loss for the period also reflects the Group's total comprehensive loss for the period.

 

 

Group statement of changes in equity

for the period ended 31 March 2018

 

 

Period ended 31 March 2018 (unaudited)

 

 

 

Stated

capital

 

Retained earnings

 

 

Total

 

 

 

£

£

£

 

 

 

 

 

 

At 1 October 2017 (audited)

 

 

51,889,356

(2,197,455)

49,691,901

 

 

 

 

 

 

Loss for the period

 

 

-

(6,295,167)

(6,295,167)

 

 

 

 

 

 

At 31 March 2018 (unaudited)

 

 

51,889,356

(8,492,622)

43,396,734

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stated

Retained

 

Period ended 31 March 2017 (unaudited)

 

 

capital

earnings

Total

 

 

 

£

£

£

 

 

 

 

 

 

At 1 October 2016 (audited)

 

 

71,766,495

23,698,642

95,465,137

 

 

 

 

 

 

Loss for the period

 

 

-

(8,530,303)

(8,530,303)

 

 

 

 

 

 

Transactions with owners:

 

 

 

 

 

The Third Return of Cash (see note 15):

 

 

 

 

 

Redemption of "B" shares inclusive of costs

 

 

(19,877,139)

-

(19,877,139)

 

 

 

 

 

 

Dividends

 

 

-

(10,437,898)

(10,437,898)

 

 

 

 

 

 

At 31 March 2017 (unaudited)

 

 

51,889,356

4,730,441

56,619,797

 

Group balance sheet

at 31 March 2018

 

 

 

Unaudited

as at

31 March

2018

Unaudited

as at

31 March

2017

Audited

as at

30 September

2017

 

Note

£

£

£

 

 

 

 

 

Current assets

 

 

 

 

Business and other receivables

11

23,156,217

23,710,436

32,969,884

Cash and cash equivalents

12

20,431,435

15,074,593

7,978,972

 

 

43,587,652

38,785,029

40,948,856

 

 

 

 

 

Investment properties - held for sale

10

21,356,763

58,991,080

54,184,255

 

 

 

 

 

Total assets

 

64,944,415

97,776,109

95,133,111

Current liabilities

 

 

 

 

Business and other payables

13

(21,473,824)

(15,239,085)

(19,316,822)

Borrowings

14

-

(25,722,372)

(25,722,372)

Income tax creditor

 

(73,857)

(83,492)

(290,653)

 

 

(21,547,681)

(41,044,949)

(45,329,847)

Deferred taxation associated with

 

 

 

 

 investment properties - held for sale

 

-

(111,363)

(111,363)

 

 

 

 

 

Total liabilities

 

(21,547,681)

(41,156,312)

(45,441,210)

 

 

 

 

 

Net assets

 

43,396,734

56,619,797

49,691,901

 

 

 

 

 

Equity

 

 

 

 

Stated capital

15

51,889,356

51,889,356

51,889,356

Retained earnings

 

(8,492,622)

4,730,441

(2,197,455)

 

 

 

 

 

Total equity

 

43,396,734

56,619,797

49,691,901

 

 

Net asset value per share

 

Pence

per share

Pence

per share

Pence

per share

Basic and diluted

16

25.78

33.63

29.52

 

 

Group cash flow statement

for the period ended 31 March 2018

 

 

Unaudited

six months to

31 March

2018

Unaudited

six months to

31 March

2017

Audited

year to

30 September

2017

 

 

£

£

£

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

Loss before tax

 

(6,477,899)

(8,392,744)

(15,128,140)

 

Adjustments for non-cash items:

 

 

 

 

 

 Investment property revaluation deficit

 

4,704,323

3,405,499

12,831,691

 

 Amortisation of lease incentives

 

-

220,060

518,075

 

 Impairment arising on the cancellation of

 

 

 

 

 

  certain contractual arrangements

 

-

2,770,730

2,773,213

 

 Loss/(profit) on sale of investment properties

 

(1,686,564)

4,363,654

782,614

 

Net finance costs

 

246,022

526,075

977,808

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

before changes in working capital

 

(3,214,118)

2,893,274

2,755,261

 

Change in business and other receivables

 

1,149,371

13,730,472

6,260,572

 

Change in business and other payables

 

2,125,853

(22,647,738)

(24,202,393)

 

Taxation paid

 

(145,427)

(94,116)

(79,455)

 

 

 

 

 

 

 

Cash flows from operating activities

 

(84,322)

(6,118,108)

(15,266,015)

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

Interest received

 

1,855

10,637

11,435

 

Capital expenditure on

 

 

 

 

 

  investment properties

 

(6,820,548)

(8,624,533)

(10,525,250)

 

Proceeds on disposal of investment

 

 

 

 

 

  properties

 

45,329,722

18,496,158

22,953,328

 

 

 

 

 

 

 

Cash flows from investing activities

 

38,511,029

9,882,262

12,439,513

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

Redemption of "B" shares

 

-

(19,865,169)

(19,865,169)

 

Costs associated with redeemed "B" shares

 

-

(11,970)

(11,970)

 

Dividends paid

 

-

(10,437,898)

(10,437,898)

 

Bank borrowings drawn

 

-

513,000

513,000

 

Bank borrowings repaid

 

(25,722,372)

(5,000,000)

(5,000,000)

 

Finance costs paid

 

(251,873)

(369,044)

(874,009)

 

 

 

 

 

 

 

Cash flows from financing activities

 

(25,974,245)

(35,171,081)

(35,676,046)

 

 

 

 

 

 

 

Net increase/(decrease) in cash and cash

 

 

 

 

 

  equivalents

 

12,452,463

(31,406,927)

(38,502,548)

 

Cash and cash equivalents at the

 

 

 

 

 

  beginning of the period

 

7,978,972

46,481,520

46,481,520

 

Cash and cash equivalents at the end of

 

 

 

 

 

  the period

 

20,431,435

15,074,593

7,978,972

 

                 

 

Notes to the interim report

 

1.         General information about the Group

 

LXB Retail Properties Plc was listed on the AIM and CISE markets on 23 October 2009. It is a closed-ended real estate investment company that was incorporated in Jersey on 27 August 2009.

 

This Interim Report includes the results and net assets of the Company and its subsidiaries, together referred to as the Group, on a consolidated basis.

 

Further general information about the Company and the Group can be found on its website:

 

www.lxbretailproperties.com.

 

 

2.         Basis of preparation

 

The financial information contained in this report has been prepared in accordance with IAS 34, "Interim Financial Reporting", as adopted by the European Union.

 

As described more fully in the Chairman's Statement, following the Shareholders' approval on 29 February 2016, the Directors are continuing to enact the plans for an orderly realisation of the Group's investments, with the bulk of the remaining value to be returned to Shareholders as soon as is practicable and no later than 31 March 2019. Consequently the Directors have concluded that it continues to be appropriate not to adopt a going concern basis of preparation in these interim accounts. No material adjustments have arisen in this period or arose in the prior year, as a result of ceasing to apply the going concern basis, other than the reclassification of investment properties from non-current assets to held for sale.

 

The condensed set of financial statements for the half year are unaudited and do not constitute statutory accounts for the purposes of the Companies (Jersey) Law 1991. They should be read in conjunction with the Group's statutory financial statements for the year ended 30 September 2017, which were prepared under International Financial Reporting Standards adopted for use in the European Union and upon which an unqualified auditors' report was given.

 

The accounting policies adopted in this report are consistent with those applied in the Group's Annual Report and financial statements for the year ended 30 September 2017 (the 2017 Annual Report) and are expected to be consistently applied in the year ending 30 September 2018.

 

The 2017 Annual Report is available from the "Investor relations" page of the Company's website, www.lxbretailproperties.com, or by writing to the Company Secretary at Intertrust Fund Services, 44 Esplanade, St Helier, Jersey, JE4 9WG.

 

The Group's financial performance is not subject to material seasonal fluctuations.

 

 

3.         Segmental information

 

During the current period and prior periods, the Group operated in and was managed as one business segment, being property investment, with all investment properties located in the United Kingdom.

 

 

4.         Gross revenue and direct costs

 

 

 

 

 

Gross revenue:

 

 

Unaudited

six months to

31 March

2018

 

Unaudited

six months to

31 March

2017

 

Audited

year to

30 September

2017

 

 

£

£

£

Gross rental income

 

302,582

806,916

1,780,123

Revenue derived from Forward Funding

 

 

 

 

  Agreements

 

21,037,169

36,248,710

60,192,709

 

 

 

 

 

 

 

21,339,751

37,055,626

61,972,832

 

 

 

 

 

 

 

 

 

 

Direct costs:

 

 

Unaudited

six months to

31 March

2018

 

Unaudited

six months to

31 March

2017

 

Audited

year to

30 September

2017

 

 

£

£

£

Property outgoings

 

146,976

135,785

211,697

Costs associated with Forward Funding

 

 

 

 

  Agreements

 

20,965,478

36,082,439

59,870,165

 

 

 

 

 

 

 

21,112,454

36,218,224

60,081,862

 

 

 

 

 

 

 

The Group's revenue and costs in connection with Forward Funding Agreements relate to:

·      Sutton foodstore

·      London Road Retail Park in Biggleswade

·      the retail scheme at Brocklebank Road in Greenwich

·      the Gateway Retail Park in Banbury

·      the Sainsbury's/M&S development in Greenwich

·      the Rushden Lakes Retail Park in Rushden, Northamptonshire

 

 

5.         Other property related transactions in the prior year

 

During the prior year, the Group accepted settlement payments in return for the cancellation of contractual arrangements relating to certain of its assets held for investment. The cancellation of these contractual arrangements had a direct and immediate detrimental effect on the value of the assets to which the contracts related, and as a result, an impairment charge was applied to those assets. As those transactions were considered to be relevant to an understanding of the performance of the Group, and as the resulting impairment did not necessarily relate to investment property assets, the income and the resulting impairment was shown separately to other fair value movements of investment properties described in note 10.

 

 

6.         Finance income and costs

 

 

 

 

Recognised in the income statement:

 

Unaudited

six months to

31 March

2018

Unaudited

six months to

31 March

2017

Audited

year to

30 September

2017

 

 

£

£

£

Finance income:

 

 

 

 

Interest on cash deposits

 

1,855

10,637

11,435

 

Total finance income in the income statement

 

 

1,855

 

10,637

 

11,435

Finance costs:

 

 

 

 

Bank interest

 

(233,166)

(396,750)

(849,585)

Amortisation of capitalised finance costs

 

-

(111,238)

(111,238)

Other finance costs

 

(14,711)

(28,724)

(28,420)

 

 

 

 

 

Total finance costs in the income statement

 

(247,877)

(536,712)

(989,243)

Net finance costs recognised in the income

 

 

 

 

  statement

 

(246,022)

(526,075)

(977,808)

 

The average interest rate incurred by the Group on its bank borrowings for the period ended 31 March 2018, including the lender's margin but excluding amortisation of capitalised finance costs was 2.88% (31 March 2017: 2.59%; 30 September 2017: 2.70%).

 

 

7.         Taxation

 

 

 

 

 

Unaudited

six months to

31 March

2018

Unaudited

six months to

31 March

2017

Audited

year to

30 September

2017

 

 

£

£

£

 

 

 

 

 

The tax (credit)/charge for the period recognised in the income statement

 

 

 

 

 

comprises:

 

 

 

 

Current tax on results for the period

 

(71,369)

26,196

218,696

Movement in deferred tax in the period

 

(111,363)

111,363

111,363

 

 

 

 

 

 

 

(182,732)

137,559

330,059

 

 

The tax assessed for the period varies from the standard rate of income tax in the UK of 20%. The differences are explained below:

 

 

 

 

 

Unaudited

six months to

31 March

2018

Unaudited

six months to

31 March

2017

Audited

year to

30 September

2017

 

 

£

£

£

 

 

 

 

 

Loss before tax

 

(6,477,899)

(8,392,744)

(15,128,140)

 

 

 

 

 

Loss before tax at the standard rate of income

 

 

 

 

 tax in the UK of 20%

 

(1,295,580)

(1,678,549)

(3,025,628)

Items not subject to UK income tax:

 

1,112,848

1,813,857

3,326,547

Other amounts:

 

-

2,251

29,140

Tax (credit)/charge for the period recognised

 

 

 

 

 in the income statement

 

(182,732)

137,559

330,059

 

 

Tax status of the Company and its subsidiaries

 

All group undertakings are either tax resident in Jersey or are tax transparent entities owned by Jersey resident entities. Jersey has a corporate tax rate of zero, so the Company and its subsidiaries have no liability to taxation on their income or gains in Jersey. The Company is not subject to UK Corporation tax on any dividend or interest income it receives.

 

The Group's investment properties are located in the United Kingdom and therefore the net rental income earned less deductible items is subject to UK income tax, currently at a rate applicable to the relevant group undertakings of 20%.

 

 

8.      Loss per share

 

Loss per share is calculated on 168,350,374 (31 March 2017: 168,350,374; 30 September 2017: 168,350,374) ordinary shares in issue for the period and is based on losses attributable to Shareholders for the period of £6,229,167 (31 March 2017: £8,530,303; 30 September 2017: £15,458,199).

 

There are no share options or other equity instruments in issue and therefore no adjustments need to be made for dilutive or potentially dilutive equity arrangements.

 

 

9.      Dividends

 

 

 

Unaudited

six months to

31 March 2018

             Unaudited

six months to

31 March 2017

Audited

year to

30 September 2017

 

 

£

Pence per share

 

£

Pence per share

 

£

Pence per share

Interim dividends paid

-

-

10,437,898

18.00

10,437,898

18.00

 

Prior year:

An interim dividend of 18p per ordinary share was declared on 22 September 2016 and paid on 3 November 2016. The dividend was payable on each of the 57,988,322 shares in issue for which a corresponding "B" share was not issued (see note 15).

 

The holders of the remaining 110,362,052 ordinary shares in issue received 18p per share (a total of £19,865,169) on the redemption of these "B" shares in November 2016 (see note 15).

 

 

10.       Investment properties

 

As described in note 2, the Group's investment properties are 'held for sale'.

 

 

 

 

 

 

 

£

 

 

 

 

Carrying value as at 30 September 2017 (audited)

 

 

54,184,255

Additions

 

 

8,484,604

Disposals

 

 

(36,607,771)

Revaluation deficit (see below)

 

(4,704,323)

 

 

 

 

Carrying value as at 31 March 2018 (unaudited)

 

 

 

 

21,356,763

 

 

 

 

 

As the underlying investment property to which they relate was disposed of during the period, no amortisation in respect of lease incentives was included in the revaluation deficit and released to rental income in the period (31 March 2017: £220,060; 30 September 2017: £518,075).

 

Movements in the prior year were as follows:

 

 

 

£

Carrying value as at 30 September 2016

 

 

73,170,186

 

Additions

 

 

8,777,448

 

Disposals

 

 

(14,413,613)

 

Revaluation deficit (see below)

 

 

(13,349,766)

 

 

 

 

 

 

Carrying value as at 30 September 2017

 

 

54,184,255

 

             

 

The revaluation deficit shown above includes £518,075 of amortisation in respect of capitalised lease incentives that have been released to rental income in the year.

 

A reconciliation is provided below:

 

 

 

 

£

Investment properties revaluation deficit

 

 

(13,349,766)

Amounts attributable to the amortisation of lease

 

 

 

 incentives released to rental income

 

 

518,075

 

 

 

 

Revaluation deficit in the income statement

 

 

(12,831,691)

 

 

At 31 March 2018, the Group's investment properties were valued by JLL, Chartered Surveyors, on a fixed fee basis, in their capacity as independent external valuers. The aggregate fair value of these properties at 31 March 2018 is £21,750,000 (31 March 2017: £59,738,000; 30 September 2017: £54,738,000). The fair value includes amounts in respect of rents recognised in advance and lease incentives given to tenants that are included within business and other receivables at the balance sheet date.

 

The following tables reconcile the carrying value of investment properties to their fair values at the above balance sheet dates:

 

 

 

 

£

Carrying value as at 31 March 2018

 

 

21,356,763

Adjustment for rents recognised in advance and lease

 

 

 

 incentives given to tenants

 

 

393,237

 

 

 

 

Total property portfolio valuation at 31 March 2018

 

 

21,750,000

 

 

 

 

 

 

 

 

 

 

 

£

Carrying value as at 30 September 2017

 

 

54,184,255

Adjustment for rents recognised in advance and lease

 

 

 

 incentives given to tenants

 

 

845,855

Adjustment for accrued costs to complete

 

 

(292,110)

 

 

 

 

Total property portfolio valuation at 30 September 2017

 

 

54,738,000

 

The external valuers' valuation was undertaken in accordance with the Royal Institution of Chartered Surveyors' Valuation Standards Professional Standards (January 2014) on the basis of fair value. Fair value is defined in IFRS 13 as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date.

 

The Board determines the Group's valuation policies and procedures and is responsible for appointing the Group's independent external valuer. The Audit Committee considers the valuation process as part of its overall responsibilities.

 

The fair value of completed investment properties is determined using the 'investment method' whereby capitalisation yields derived from market transactions involving comparable investment properties are applied to the estimated net current and future cash flows expected to be generated by the investment property, which the valuer calculates using comparable market information, to obtain a market rent. The fair value of an investment property undergoing development is derived using the 'residual method' whereby the costs required to complete the development, including a notional cost of finance and an estimated risk factor or 'profit on cost', are deducted from the net development value arrived at under the 'investment method'.

 

As part of each half-yearly valuation exercise, the valuations performed by the external valuers are reviewed by appropriately qualified members of the Investment Manager's team. This includes discussion of the assumptions used and judgements made by the external valuers as well as detailed consideration of the resulting valuations. Discussion of the valuation process and results then takes place at a meeting between the external valuers and the auditors at which the key assumptions and estimates are reviewed together with consideration of the valuers' reasons for significant valuation movements on individual properties.

 

The key unobservable inputs used in the valuation of the Group's investment properties at 31 March 2018 are as follows:

 

 

 

ERV per square foot (£)

Equivalent yield (%)

 

Investment property type

Fair

value

Valuation method

 

Min

 

Max

Weighted average

 

Min

 

Max

Weighted average

 

Completed

19,400,000

Investment

15.0

30.06

19.83

5.25

7.31

6.42

 

Development*

1,000,000

 

 

 

 

 

 

 

 

 

Other*

1,350,000

 

 

 

 

 

 

 

 

Total

21,750,000

 

 

 

 

 

 

 

 

                         

 

*Comprises land assets that are held at their estimated open market value.

 

The key unobservable inputs used in the valuation of the Group's investment properties at 30 September 2017 were as follows:

 

 

 

ERV per square foot (£)

Equivalent yield (%)

 

 

 

Investment property type

Fair

value

Valuation method

 

Min

 

Max

Weighted average

 

Min

 

Max

Weighted average

 

 

 

Completed

46,000,000

Investment

15.0

47.5

21.95

5.8

7.0

6.2

 

Development

7,338,000

Residual

10.0

27.0

17.97

5.25

7.0

5.79

 

Other*

1,400,000

 

 

 

 

 

 

 

 

Total

54,738,000

 

 

 

 

 

 

 

 

 

*Comprises land assets that are held at their estimated open market value.

 

All other factors remaining constant, an increase in rental income would increase a valuation whilst increases in nominal equivalent yield and discount rate would result in a fall in value and vice versa. However, there are interrelationships between unobservable inputs as they are determined by market conditions. Corresponding movements in more than one unobservable input may have a complementary effect on a valuation whereas unobservable inputs moving in opposite directions may compensate each other. For example, where market rents and nominal equivalent yields increase simultaneously, the overall impact on a valuation may be minimal.

 

For investment properties undergoing development, a reduction in the cost and time to complete a scheme will have a positive impact on value, assuming all other factors remain constant. Conversely, if the anticipated cost or time to complete a scheme increased then this would negatively impact value, assuming all other factors remain constant.

 

All of the Group's investment properties are considered to be 'Level 3' in the fair value hierarchy described by IFRS 13. There have been no transfers of property between hierarchical levels in the year.

 

The historic cost of the Group's investment properties as at 31 March 2018 was £29,790,313 (31 March 2017: £64,473,583; 30 September 2017: £69,326,834).

 

 

11.       Business and other receivables

 

 

 

 

Unaudited

as at

31 March

2018

Unaudited

as at

31 March

2017

Audited

as at

30 September

2017

 

 

£

£

£

 

 

 

 

 

Business receivables

 

3,420,383

367,680

1,244,826

Property sales receivables

 

12,813,835

8,617,192

17,087,460

Rents recognised in advance

 

393,237

746,920

845,855

Amounts receivable under Forward

 

 

 

 

  Funding Agreements

 

5,261,492

8,991,612

12,617,851

Prepayments and accrued income

 

123,554

185,454

258,027

Other receivables

 

1,143,716

4,801,578

915,865

 

 

 

 

 

 

 

23,156,217

23,710,436

32,969,884

 

Property sales receivables comprised amounts receivable in respect of investment property sales that had unconditionally exchanged prior to the relevant balance sheet date.

 

Amounts receivable under Forward Funding Agreements relate to the income referred to in note 4.

 

All of the above amounts are either receivable within one year or will be released to the income statement within one year except for £292,413 (31 March 2017: £706,386; 30 September 2017: £789,988) of lease incentives, included above within rents recognised in advance, which are due to be released to the income statement in more than one year.

 

No business receivables were overdue or impaired at the end of any of the above periods.

 

12.       Cash and cash equivalents

 

Included within the Group's cash and cash equivalents balance as at 31 March 2018 is £nil (31 March 2017: £81,798; 30 September 2017: £124,052) in bank accounts held as security by the providers of the Group's secured bank debt and hedging facilities.

 

13.       Business and other payables

 

 

 

 

Unaudited

as at

31 March

2018

Unaudited

as at

31 March

2017

Audited

as at

30 September

2017

 

 

£

£

£

 

 

 

 

 

Business payables

 

7,843,839

2,850,735

3,979,539

Amounts payable under Forward

 

 

 

 

  Funding Agreements

 

2,271,267

-

7,686,187

Other creditors

 

393,556

4,033,261

373,749

Accruals and other amounts payable

 

10,965,162

7,782,817

7,277,347

 

 

21,473,824

14,666,813

                19,316,822

 

All of the above amounts are due within one year and none incur interest.

 

 

14.       Borrowings: amounts repayable within one year

 

 

 

 

Unaudited

as at

31 March

2018

Unaudited

as at

31 March

2017

Audited

as at

30 September

2017

 

 

£

£

£

 

 

 

 

 

Bank loans (secured):

 

 

 

 

Investment facilities

 

-

-

25,722,372

Development facilities

 

-

25,722,372

-

 

 

 

 

 

 

 

-

25,722,372

25,722,372

 

Investment facility:

In March 2017, the development facility that was entered into in December 2014 (see below) expired. Construction of the investment property on which the facility was secured completed in an earlier period. On 13 April 2017, the loan was converted into an investment facility and extended until 5 June 2018.

 

On 23 January 2018, the investment property on which the facility was secured was sold and the facility was repaid in full.

 

15.    Stated capital

 

 

 

 

Unaudited

as at

31 March

Unaudited

as at

31 March

Audited

as at

30 September

 

 

2018

2017

2017

 

 

Number

Number

Number

 

 

 

 

 

Authorised

 

 

 

 

Ordinary shares of no par value - number

 

Unlimited

Unlimited

Unlimited

 

 

 

 

 

Issued and fully paid

 

 

 

 

Ordinary shares of no par value - number

 

168,350,374

168,350,374

168,350,374

 

 

 

 

 

Summary of movements in stated capital

 

£

£

£

Ordinary shares of no par value

 

 

 

 

-    total paid on issues to date

 

266,359,124

266,359,124

266,359,124

-    purchased for cancellation

 

 

 

 

     in prior years

 

(99,309,458)

(99,309,458)

(99,309,458)

-    reclassification of the attributed retained earnings

 

 

 

 

 element of share buybacks undertaken in prior

 

 

 

 

 years

 

10,951,754

10,951,754

10,951,754

Redeemable "B" shares of no par value (see below)

 

 

 

 

-    total paid on issue in the current year

 

-

-

-

-    redemption for cancellation in

 

 

 

 

 the current year

 

-

(19,865,169)

(19,865,169)

-    redemption for cancellation in

 

 

 

 

 prior years

 

(116,697,976)

(96,832,807)

(96,832,807)

 

 

 

 

 

Total issue and purchase costs deducted to date

 

(9,414,088)

(9,414,088)

(9,414,088)

 

 

 

 

 

Stated capital per the balance sheet

 

51,889,356

51,889,356

51,889,356

                     

 

Transactions with Shareholders in the prior year - "B" shares and dividends:

 

In November 2016, a return of cash of 18p per ordinary share was made to Shareholders (the Third Return of Cash). The total Third Return of Cash of £30.3m comprised the following two elements:

 

·      £19.9m paid to Shareholders holding 110,362,052 of the Company's ordinary shares. This was paid through the redemption of an identical amount of redeemable "B" shares which had been allotted and issued to the holders of these shares at nil pence per share earlier in October 2016 as one of the options available to Shareholders under the mechanism of the Third Return of Cash.

·      An interim dividend amounting in total to £10.4m (see note 9). This was paid to Shareholders holding the remaining 57,988,322 of the Company's ordinary shares in issue at that date who elected to receive the Third Return of Cash by way of a cash dividend. The cash dividend was debited to retained earnings.

 

Issue and purchase costs of £11,970 in respect of the redeemable "B" shares were incurred in relation to the Third Return of Cash.

 

16.       Net asset value per share

 

Net asset value per share is calculated as the net assets of the Group attributable to Shareholders at each balance sheet date, divided by the number of shares in issue at that date (see note 15).

 

There are no share options or other equity instruments in issue and therefore no adjustments need to be made for dilutive or potentially dilutive equity arrangements.

 

17.       Related party transactions and balances

 

Interests in shares

 

The interests of the Directors and their families in the share capital of the Company are as follows:

 

 

Ordinary shares

 

Unaudited

as at

31 March

2018

Unaudited

as at

31 March

2017

Audited

as at

30 September

2017

 

Number

Number

Number

 

 

 

 

Phil Wrigley

447,748

447,748

447,748

Steve Webb

319,046

319,046

319,046

Danny Kitchen

622,927

622,927

622,927

Alastair Irvine

6,195,306

6,195,306

6,195,306

 

The interests disclosed above include both direct and indirect interests in shares. There were no Returns of Cash in the period. In the prior year, the Third Return of Cash to Shareholders in November 2016 resulted in the Directors receiving an aggregate £1,365,305 on the same terms as the other Shareholders of the Company.

 

LXB3 Partners LLP and its subsidiary undertakings are related parties of the Company. LXB3 Partners LLP is the Investment Manager to the Group and is the parent undertaking of LXB Adviser LLP which was the Investment Manager to the Group during the period until 31 March 2018. At 31 March 2018, the members of LXB3 Partners LLP (and their spouses) held an aggregate total of 15,605,677 (31 March 2017: 17,247,977; 30 September 2017: 17,247,977) shares in the Company. The Third Return of Cash to Shareholders in the prior year resulted in the members of LXB3 Partners LLP (and their spouses) receiving an aggregate amount of £3,536,162 on the same terms as the other Shareholders of the Company.

 

There have been no changes to any of the above shareholdings between 31 March 2018 and the date of this report

 

Fees

 

Directors' fees payable during the period to 31 March 2018 were £152,500 (period to 31 March 2017: £152,500; year ended 30 September 2017: £305,000). As at 31 March 2018, £76,250 (31 March 2017: £76,250; 30 September 2017: £76,250) of fees remained outstanding and are included within business and other payables (note 13).

 

Management fees during the period to 31 March 2018 of £850,000 (period to 31 March 2017: £2,000,000; year ended 30 September 2017: £2,850,000) were payable to the group headed by LXB3 Partners LLP. No amounts were outstanding at the respective balance sheet dates.

 

LXB Adviser LLP was permitted, under the terms of the Investment Advisory Agreement, to recharge certain costs and expenses incurred in the discharge of its duties. During the period to 31 March 2018, it recharged costs totalling £18,853 (period to 31 March 2017: £57,228; year ended 30 September 2017: £87,303) to the Group.

 

The Scheme of Arrangement

 

On 3 February 2018, the Company announced a proposed reorganisation by way of a Jersey Scheme of Arrangement (the Scheme) which was passed by Shareholders on 27 February 2018 and sanctioned by the Royal Court of Jersey on 16 March 2018.

 

As described in more detail in the Scheme Circular which can be found on the Company's website, in order to meet the Shareholders' expectations of winding up the Company on or around 31 March 2019, the Scheme allowed, under the court-sanctioned Framework Agreement, for the transfer of certain longer term assets and liabilities that are expected to endure beyond 31 March 2019, to IW Midco Limited, a subsidiary undertaking of the group of companies headed by IW Topco Limited (the IW Group).

 

Pursuant to the Framework Agreement:

 

·      On 31 March 2018, the effective time of the Scheme, the Group sold LXB Retail Properties Fund LP and its two subsidiary undertakings, LXB Holdings Limited and LXB RP (London Road) Limited (the Transferring SPVs) to IW Midco Limited for £5,004, being the total value of the net assets of the Transferring SPVs at the effective time.

 

·      Prior to the effective time, the Group had paid an amount of £1.395m to the Transferring SPVs in order to fully fund the net liabilities of those entities prior to their sale to IW Midco Limited.

 

·      On 4 April 2018, the Group paid IW Topco Limited £98,612 in order to fund the running costs of the IW Group for the forthcoming year. Also on 4 April 2018, the Group paid to an escrow account of Carey Olsen an amount of £667,822 in order to fund the running costs of the IW Group in future years. The future running costs are to be released to the IW Group in annual instalments.

 

The IW Group is owned and controlled by Brendan O Grady, who is a designated member of LXB3 Partners LLP.

 

Incentives - carried interest arrangements with LXB3 Partners LLP

 

The carried interest arrangements with LXB3 Partners LLP were cancelled as a result of the Scheme. No amounts were payable to LXB3 Partners LLP at cancellation.

 

 

18.       Post balance sheet events

 

On 18 May 2018, the Group completed the disposal of the final part of its investment property asset at Neats Court Retail Park in Sheppey generating net initial cash proceeds of £2.45m.

Glossary

 

 

AIM

A sub-market of the London Stock Exchange.

 

 

CISE

The Channel Islands Securities Exchange.

 

 

Investment Manager

 

LXB3 Partners LLP

Investment Advisory Agreement

The agreement between LXB3 Partners LLP and the Company (formerly between LXBRP GP Limited, the General Partner of LXB Retail Properties Fund LP and LXB Adviser LLP) under which LXB3 Partners LLP provides investment advice to the Group.

 

 

LIBOR

The London Interbank Offered Rate, being the interest rate charged by one bank to another for lending money.

 

 

NAV

Net asset value.

 

 

 


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