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Interim Report & Financial Statements 30 June 2012

Thu, 16th Aug 2012 15:00


RNS Number : 1640K
Economic Lifestyle Prop Inv Co Ltd
16 August 2012
 

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Economic Lifestyle Property Investment Company Limited

 

Interim Report and Unaudited Consolidated Financial Statements

for the six months ended 30 April 2012


Economic Lifestyle Property Investment Company Limited

Directors, Management and Administration

 

Directors

C L Walker-Robson (Chairman)

T J Emmott

J Farrell

A J Simpson

 

Registered office

Regency Court

Glategny Esplanade

St Peter Port

Guernsey

 

Investment Adviser

EPIC Asset Management Limited

New Bridge Street House

30-34 New Bridge Street

London

EC4B 6BJ

 

Solicitors to the Company

Stephenson Harwood

One St Paul's Churchyard

London

EC4M 8SH

 

Independent Auditors

Ernst & Young LLP

Royal Chambers

St Peter Port

Guernsey

GY1 4AF

 

Advocates to the Company

Carey Olsen

Carey House

Les Banques

St Peter Port

Guernsey

GY1 4BZ

 

Administrator and Company Secretary

International Administration Group (Guernsey) Limited

PO Box 282

Regency Court

Glategny Esplanade

St Peter Port

Guernsey

GY1 3RH

 

Registrar

Capita Registrar (Guernsey) Limited

Longue Hougue House

St Sampson

Guernsey

GY1 3US

 

Bankers

Lloyds TSB Offshore  Limited

PO Box 123

Le Truchot

St Peter Port

Guernsey

GY1 4EF

 

Listing Sponsor

Carey Commercial Limited

1st and 2nd Floors

Elizabeth House

Les Ruettes Brayes

St Peter Port

Guernsey

GY1 4LX

 


 

Chairman's Statement

 

The interim accounts for the six months ended 30 April 2012 show total net assets of £2,842,638 (31 October 2011: £4,594,317) representing a net asset value of 20.53p per share (31 October 2011: 19.37p per share).

 

The reduction in the net assets of the Company follows the acceptance by holders of 9,873,217 shares to the tender offer of 18.26p per share as included in the circular to shareholders dated 27 November 2011.  For comparative purposes, if this purchase of shares had taken place at 31 October 2011, the net asset value per share of the remaining 13,841,721 shares in issue would be 20.17p per share. This payment to shareholders of £1,802,849 significantly reduced the cash held in the balance sheet at 30 April 2012 to £3,453,020 (31 October 2011: £5,402,031).

 

The last of the Company's flats was sold on 31 October 2011; only the freehold reversions now remain for sale and are held at Director's valuation in these accounts at £418,857. The Directors intend to market these as a combined package. Full and detailed packages of relevant documentation are currently being prepared for that purpose. In the meantime, the Company is receiving the ground rent income on these remaining assets.

 

The only remaining material uncertainty is the outcome of the outstanding claim against Cluttons in respect of the valuation of St James Heights.  The Company has followed the appropriate pre action protocol and had been hopeful that the matter would be resolved through mediation. That process proved disappointingly unsuccessful and, accordingly, legal proceedings were served.  We have just received Directions from the Court that our case will be heard between May and July 2013 in the Chancery Division and that three to five days will be allocated for the hearing. We are advised that it is normal to expect receiving judgement in no more than three months from the conclusion of the hearing.  As previously indicated to shareholders, our lawyers have advised us the size of the claim is limited to £3 million plus appropriate costs and interest, although in accordance with standard accountancy practice, no allowance for any recovery is included in these accounts. Our lawyers remain confident the outcome of the litigation will be favourable for shareholders.

 

The accounts of the Company provide for costs until 31 March 2014 which still remains the target date for liquidation and the return of the Company's remaining funds to shareholders.  I will keep shareholders informed of any developments.

 

 

 

C L Walker-Robson

Chairman

August 2012


 

 

Unaudited Consolidated Statement of Comprehensive Income for the six months ended 30 April 2012

 



Six months ended 30 April 2012

Six months ended 30 April 2011


Note

£

£





Income




Bank interest

1

20,561

285

Gain on disposal of investment properties


-

210,244

Movement in fair value adjustment on investment properties


 

-

 

(95,507)

Rental income


16,159

16,370



_________

_________

Total income


36,720

131,392



_________

_________





Expenses




Administration costs

3

(13,450)

117,971



_________

_________

Total expenses


(13,450)

117,971



_________

_________

Gain for the period


50,170

13,421



---------

---------











Pence

Pence

Basic and diluted gain per Ordinary Share


9

0.33

0.06



---------

---------

 

 

The notes on pages 7 to 12 form an integral part of these unaudited interim consolidated financial statements.



Unaudited Statement of Financial Position as at 30 April 2012

 


 

30 April
 2012

31 October
 2011


Note

£

£

Assets




Current assets




Investment properties

4

418,857

418,857

Debtors

5

73,643

55,950

Cash and cash equivalents


3,453,020

5,402,031



_________

_________

 


3,945,520

5,876,838



_________

_________

Total assets


3,945,520

5,876,838



_________

_________

Liabilities

 

 

 

Current liabilities




Creditors

7

1,103,882

1,282,521



_________

_________

Total liabilities


1,103,882

1,282,521



_________

_________

Total net assets

 

2,841,638

4,594,317

 


---------

---------

Represented by:




Share capital

8

138

237

Special capital reserve


5,610,140

7,412,989

Capital redemption reserve


112

13

Accumulated loss


(2,768,752)

(2,818,922)



_________

_________

Total equity


2,841,638

4,594,317



---------

---------

 

 

 

 

 

 

Pence

Pence

Net asset value per share

 

 

 

Net asset value per Ordinary Share

9

20.53

19.37

 

 

---------

---------

 

 

The notes on pages 7 to 12 form an integral part of these unaudited interim consolidated financial statements.



Unaudited Consolidated Cash Flow Statement for the six months ended 30 April 2012

 



Six months ended 30 April 2012

Six months ended 30 April 2011



£

£

Cash flows from operating activities




Bank interest income


2,868

285

Other income


16,159

16,370

Expenses paid


(165,189)

(247,298)



_________

_________

Net cash outflow from operating activities


(146,162)

(230,643)



_________

_________





Cash flows from investing activities




Purchase of  investment properties


-

(86,007)

Sale of freehold investment properties


-

2,012,038



_________

_________

Net cash inflow from investing activities


-

1,926,031



_________

_________





Cash flows from financing activities




Repurchase of own shares


(1,802,849)

-



_________

_________

Net cash outflow from financing activities


(1,802,849)

-



_________

_________

(Decrease)/increase in cash and cash equivalents



(1,949,011)


1,695,388



---------

---------





Reconciliation of net cash flow to movements in cash and cash equivalents




Cash and cash equivalents at beginning of period


5,402,031

2,454,772

(Decrease)/increase in cash and cash equivalents


(1,949,011)

1,695,388



_________

_________

Cash and cash equivalents at end of period


3,453,020

4,150,160



---------

---------





 

 

 

The notes on pages 7 to 12 form an integral part of these unaudited interim consolidated financial statements.


 

Unaudited Consolidated Statement of Changes in Equity for the six months ended 30 April 2012

 

 

 


Share
capital


Share
premium

Special
capital
reserve

Capital redemption reserve


Accumulated
losses



Total


£

£

£

£

£

£

2012






 

Balance at 1 November 2011


237


-


7,412,989

13


(2,818,922)


4,594,317

Gain for the period

-

-

-

-

50,170

50,170

Purchase and cancellation of own shares



(99)



-



(1,802,849)



99



-



(1,802,849)


________

________

________

________

________

________

Balance as at 30 April 2012

 

138


-

 

5,610,140

 

112


(2,768,752)


2,841,638


========

========

========

========

========

========

2011







Balance at 1 November 2010


237


-


7,412,989


13


(2,868,274)


4,544,965

Gain for the period

-

-

-

-

13,421

13,421


________

________

________

________

________

________

Balance as at 30 April 2011

237

-


7,412,989

13


(2,854,853)


4,558,386


========

========

========

========

========

========







 








 

 

The notes on pages 7 to 12 form an integral part of these unaudited interim consolidated financial statements.


 

1.   Principal accounting policies

 

Introduction

Economic Lifestyle Property Investment Company Limited (the "Company") and its wholly owned subsidiaries, ELPIC Properties Limited, ELPIC Properties C Limited and ELPIC Properties J Limited, (the "Subsidiaries") (together the "Group"), invest in a portfolio of properties, originally intended to be suitable for retirement living, throughout the United Kingdom. The Company is a limited liability company incorporated and domiciled in Guernsey, Channel Islands.

 

Going concern

The unaudited consolidated financial statements of the Group have not been prepared on a going concern basis as it is the intention of the directors to conduct an orderly realisation of the property assets of the Group and consequently the consolidated financial statements are prepared on a break-up basis. The additional costs associated with the application of the break up basis compared to the going concern basis are:

 

30 April 2012

Impact


£

NAV per share
pence

Estimated future costs to winding up including liquidation costs

 

(903,578)

 

(6.53)


________

________

Net reduction

(903,578)

(6.53)


--------

--------

 

31 October 2011

Impact


£

NAV per share
pence

Estimated future costs to winding up including liquidation costs

 

(1,034,228)

 

(4.36)


________

________

Net reduction

(1,034,228)

(4.36)


--------

--------

 

Statement of compliance

The consolidated financial statements of the Group for the period to 30 April 2012 have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), in particular IAS 34 ''Interim Reporting'', and interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) and applicable Guernsey legal and regulatory requirements and on the historical cost basis, except for the revaluation of properties.

 

Basis of presentation

The consolidated financial statements have been prepared under the historical cost convention except for measurement of investment properties which are valued using the fair value model under IAS 40 'Investment Property' at the balance sheet date. The financial statements are prepared in Sterling, being the functional and presentation currency, since the majority of the  Company's assets are denominated in Sterling.



 

1.         Principal accounting policies (continued)

 

Basis of consolidation

The consolidated financial statements comprise the financial statements of Economic Lifestyle Property Investment Company Limited and the Subsidiaries.  All the Subsidiaries are companies with limited liability incorporated and domiciled in Guernsey, Channel Islands.

 

Intercompany transactions, balances and unrealised gains and losses on transactions between Group companies are eliminated.

 

The Subsidiaries' accounting policies and financial year end are consistent with that of the Company.

 

Bank interest income

Bank interest income is recognised on an accruals basis.

 

Expenses

All expenses are accounted for on an accruals basis. Provision is made for estimated costs to winding up including the estimated costs of liquidation.

 

Marketing fees

Prior to the decision to proceed with an orderly realisation of assets, marketing costs were recorded as prepaid expenses with a view to being charged to the profit and loss account at the time that reversionary life interests on the properties were sold. In the current year and as a consequence of preparing the consolidated financial statements on a break-up basis all marketing costs have been charged in full in the Consolidated Statement of Comprehensive Income.

 

Investment properties

Investment properties are initially recognised at the fair value of the consideration given, including directly attributable transaction costs that are associated with the acquisition of the investment property.

 

After initial recognition, investment properties are measured at fair value, with the movements in unrealised gains and losses on revaluation of properties recognised in the Consolidated Statement of Comprehensive Income.  Fair value is based upon Directors' market valuations of the properties at the balance sheet date.

 

Cash and cash equivalents

Cash and cash equivalents are defined as cash in hand, demand deposits, and highly liquid investments readily convertible within three months or less to known amounts of cash and subject to insignificant risk of changes in value. 

 

Use of judgements and estimates

In the process of applying the Group's accounting policies the Directors are required to make certain judgements and estimates to arrive at a fair carrying value for its assets and liabilities. Significant areas requiring the Director's judgement include the valuation of investment properties and estimated costs to be incurred in the period to winding up.



 

2.         Material agreements

 

a)         Property adviser fee

Under the terms of a property advisory agreement dated 22 September 2005 between the Company, the ELPIC Properties Limited, EPIC Investment Partners (Guernsey) Limited (the "Investment Manager") and Economic Lifestyle Limited (the "Property Adviser"), the Property Adviser was entitled to receive from the Investment Manager.

 

This agreement was subsequently amended on 28 July 2008 and the Property Adviser agreed to waive its outstanding fees under the original agreement but receives a fee from the Company for continuing management of the properties of £20 per property per month. The Property Adviser was entitled to receive success fees for the sale of properties in excess of target prices. The Property Adviser has been paid an additional fee of £1,000 per month between 1 April 2009 and 28 February 2011 as no success fees were achievable. From 31 March discretionary fees may be paid relating to any assistance provided in the resolution of final disposals but none have been incurred to date.

 

b)         Administration fee

Under the terms of an administration agreement dated 22 September 2005 between the Company and International Administration Group (Guernsey) Limited (the "Administrator") the Administrator is entitled to receive fees at a rate of 0.11% per annum of the audited net asset value of the Company subject to a minimum of £20,000 per annum. In addition fees of £6,000 per annum are payable on two subsidiaries.

 

3.         Administration costs


Six months ended 30 April 2012

Six months ended 30 April 2011


£

£




Directors' fees

24,834

22,331

Legal and professional fees

57,996

157,056

Administration fees

16,000

20,850

Audit fees

1,803

8,542

Vacant and other property costs

6,610

80,840

Other expenses

9,957

43,673


________

________


117,200

333,292

Less: previously provided

(130,650)

(215,321)


________

________


(13,450)

117,971


________

________

Additional provision to revised wind up date

-

-


________

________


(13,450)

117,971


--------

--------

 



 

3.         Administration costs (continued)

 

As the Company's financial statements have been prepared on a break-up basis, a provision for estimated costs to be incurred to the expected date of orderly realisation of the Company's assets was made in the financial statements to 31 October 2007 and has been periodically updated as new information has become available.  The costs for the period set out above are the additional (or written back) costs arising in the period which differ from the provisions made prior to the relevant financial period.

 

4.         Investment properties

 






Completed
properties




£

2012




Cost brought forward



-

Additions



-

Disposals (at cost)



-




__________

Cost at end of year



-




__________

Fair value at 30 April 2012



418,857




----------

 




£

2011




Cost brought forward



5,344,382

Additions



25,000

Disposals (at cost)



(5,369,382)




__________

Cost at end of year



-

Net gain from fair value adjustments on investment property (freehold reversions)




418,857




__________

Fair value at end of year



418,857




----------

 

The Group's remaining property investments at 30 April 2012 comprised freehold reversions on five properties sold on 125 year leases. These have been valued by the directors' on the basis of open market valuation as at 30 April 2012. The directors have referred to prior year valuations (as prepared by independent valuers in 2010) and offers for the properties in the preparation of their open market valuation as at 30 April 2012 and consider that there have been no market movements or other factors which would give rise to a significant change in the valuation based on those prior year valuations and offers.

 



 

 

5.         Debtors


30 April
 2012

31 October 2011


£

£

Interest accrued

17,693

-

Other debtors

55,950

55,950


________

________


73,643

55,950


--------

--------

 

6.         Taxation

 

The Company has obtained exemption from Guernsey Income Tax under the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989 and accordingly is subject to an annual fee of £600.  The Subsidiaries are taxed at the company standard rate of 0%.

 

7.         Creditors


30 April
 2012

    31 October 2011


£

£




Audit fee payable

5,000

19,222

Administration fee payable

5,000

5,000

Directors' fee payable

68,455

49,371

Accrued expenses

103,287

147,828

Development costs

18,562

26,872

Estimated costs to winding up

903,578

1,034,228


________

________


1,103,882

1,282,521


--------

--------

 

Estimated costs to winding up represents a provision for costs expected to be incurred to the estimated realisation date of 31 March 2014. Estimated costs to winding up includes an allowance for litigation. In accordance with standard accounting practice no allowance has been made in these financial statements for any recoveries from such litigation.

 


2012

2011


£

£




Provision at 1 November 2011/2010

1,034,228

1,007,959

Utilised in period/year

(130,650)

(333,731)

Provision made in period/year

-

360,000


________

________

Provision at 30 April 2012/31 October 2011

903,578

1,034,228


--------

--------

 



 

8.         Share capital  

 

Authorised share capital

2012
£

2011
£

275,000,000 Ordinary Shares of 0.001p each

2,750

2,750

100,000,000 Unlimited Capital Shares of no par value

-

-


--------

--------




Issued share capital




Number

£

Ordinary Shares of 0.001p



Balance at 31 October 2011

23,714,938

237


_________

_________

Balance at 30 April 2012

13,841,721

138


---------

---------

 

Pursuant to a tender offer set out in a circular dated 27 October 2011 and approved at an EGM on 24 November 2011, 9,873,217 shares were tendered at 18.26 pence per share. The Company paid £1,802,849 and the shares were subsequently cancelled. 13,841,721 shares remain in issue.

 

9.         Gain per Ordinary Share and net asset value per Ordinary Share

 

Gain per Ordinary Share is calculated based on the gain for the period of £50,170 and the weighted average number of Ordinary Shares in issue of 15,143,684. In the prior period ended 30 April 2011 the gain per Ordinary Share was calculated based on the gain for the period of £13,421and the weighted average number of Ordinary Shares in issue of 23,714,938.

 

Net asset value per Ordinary Share was calculated by dividing the total assets less total liabilities of the Company by the number of Ordinary Shares then in issue of 13,841,721 (31 October 2011: 23,714,938).

 

10.        Related party transactions

 

Transactions with related parties are entered into on terms equivalent to those that prevail in an arm's length transaction.

 

Administration fees for the period payable to International Administration (Guernsey) Limited are disclosed in note 3.  The amount of administration fees outstanding at 30 April 2012 was £5,000 (31 October 2011: £5,000).

 

Directors' fees in the period amounted to £24,834 (2011: £22,331).  The amount of directors' fees outstanding as at 30 April 2012 was £68,455 (31 October 2011: £49,371).

 

Property management fees of £Nil (2011: £8,100) were paid to the Property Adviser and associates.

 

11.        Subsequent events

 

There were no significant subsequent events.

 


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