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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 SecretaryInternational 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 |
|
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 |
31 October |
|
|
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 |
|
|
|
|
|
|
--------- |
--------- |
|
|
|
|
|
|
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
|
|
|
|
Special |
Capital redemption reserve |
|
|
|
|
£ |
£ |
£ |
£ |
£ |
£ |
|
2012 |
|
|
|
|
|
|
|
Balance at 1 November 2011 |
|
|
|
13 |
|
|
|
Gain for the period |
- |
- |
- |
- |
50,170 |
50,170 |
|
Purchase and cancellation of own shares |
|
|
|
|
|
|
|
|
________ |
________ |
________ |
________ |
________ |
________ |
|
Balance as at 30 April 2012 |
138 |
|
5,610,140 |
112 |
|
|
|
|
======== |
======== |
======== |
======== |
======== |
======== |
|
2011 |
|
|
|
|
|
|
|
Balance at 1 November 2010 |
|
|
|
|
|
|
|
Gain for the period |
- |
- |
- |
- |
13,421 |
13,421 |
|
|
________ |
________ |
________ |
________ |
________ |
________ |
|
Balance as at 30 April 2011 |
237 |
- |
|
13 |
|
|
|
|
======== |
======== |
======== |
======== |
======== |
======== |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 7 to 12 form an integral part of these unaudited interim consolidated financial statements.
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.
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 |
|
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 |
|
Estimated future costs to winding up including liquidation costs |
(1,034,228) |
(4.36) |
|
|
________ |
________ |
|
Net reduction |
(1,034,228) |
(4.36) |
|
|
-------- |
-------- |
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.
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
|
|
|
|
|
|
|
|
|
£ |
|
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) |
|
|
|
|
|
|
|
__________ |
|
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 |
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 |
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.

