Last checked at 1 Jul 2011 14:19
1 July 2011
Helical Bar plc
ANNUAL FINANCIAL REPORT AND NOTICE OF ANNUAL GENERAL MEETING
Helical Bar plc (the "Company" or "Group" or "Helical") announces that its 2011 Annual General Meeting (the "AGM") will be held at The Connaught Hotel, Carlos Place, Mayfair, London W1K 2AL at 11.30 a.m. on 26 July 2011.
In accordance with rule 9.6.1 of the Listing Rules, copies of the following documents have been submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.hemscott.com/nsm.do:
1. Annual Report and Accounts for the year ended 31 March 2011 (the "Annual Report");
2. Notice of the AGM (the "AGM Notice"); and
3. Form of Proxy for the 2011 AGM (the "Form of Proxy").
The above documents have been despatched to shareholders. The Annual Report and Accounts, AGM Notice and Form of Proxy are also available on the Company's website at www.helical.co.uk.
DTR 6.3.5
The information contained in appendices 1, 2 and 3 to this announcement is extracted from the Annual Report, and is provided in compliance with rule 6.3.5 of the Disclosure and Transparency Rules. The information therein should be read in conjunction with the Company's Preliminary results announcement for the 12 months to 31 March 2011 issued on 26 May 2011. Cross-references in the appendices refer to sections in the Annual Report.
Enquiries:
T. J. Murphy
Company Secretary
Helical Bar plc
11-15 Farm Street
London W1J 5RS
Tel: 020 7629 0113
appendix 1
Risk management summary
How we manage our risks
Risk is an integral part of any company's business activities and Helical's ability to identify, assess, monitor and manage each risk to which it is exposed is fundamental to its financial stability, current and future financial performance and reputation.
Strategic risks
Risk | Impact | Action taken to mitigate |
Reputation | Inability to raise share capital
Deal flow dries up
| Management in regular communication with all shareholders and with major institutional shareholders in face to face meetings. Maintain high profile in the market. Continue close contact with all major deal flow sources. Ensure depth of management |
Long term underperformance of real estate sector | Share price falls | Pursue outperformance within sector compared with peers. |
Regulatory changes eg SDLT, abolition of Empty Property rates relief | Transactional and holding costs increase | Lobby Government and industry representatives to mitigate. |
Retention of key senior employees | Inability to access and exploit deal flow | Remuneration packages that retain and motivate. |
Operational risks | ||
Risk | Impact | Action taken to mitigate |
People related issues | Low morale | Key management ably assisted by a loyal group of long-standing employees whose remuneration is designed to retain staff with full participation in the Company's Share Incentive Plan. |
Computer software/hardware failure | Loss of transactional history | External IT consultancy used, backed up by technical support from a number of hardware and software suppliers. |
Breaches of authorisation levels | Inappropriate use of Company resources | All significant transactions approved at appropriate level. |
Market risks Risk |
Impact |
Action taken to mitigate |
Inappropriate balance between investment and development and between sectors | Returns lower than market | Selecting the most appropriate level of exposure to each sector is fundamental to the long term success of the company. |
Liquidity risks Risk |
Impact |
Action taken to mitigate |
Inadequate financial resources | Unable to meet liabilities as they fall due Unable to undertake investment decisions arising from the Company's assessment of the market | Company finances its operations from the cash flow generated by its property portfolio, bank borrowings, third party financing and from the capital markets through share issues. The guiding principle is to ensure that funding is obtained from diverse providers with a range of maturities backed up by interest rate protection, where appropriate. Financing and interest rate protection is discussed further in note 28 on pages 83 and 84 of the Annual Report. |
Credit risks Risk |
Impact |
Action taken to mitigate |
Counterparty financial failure | Loss arising from failed tenants, lenders, suppliers etc | The financial assessment of tenants, contractors and potential partners is part of the daily routine of the Company. |
appendix 2
Statement of directors' responsibilities
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have to prepare financial statements in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs).
Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and estimates that are reasonable and prudent;
- state whether applicable IFRSs have been followed, subject to any material departures disclosed and explained in the financial statements;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the financial statements comply with the Companies Act 2006 and article 4 of the IAS Regulations. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
In so far as the directors are aware:
- there is no relevant audit information of which the Group's auditors are unaware; and,
- the directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information.
We, the directors listed below, confirm that to the best of our knowledge:
- the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit and loss of the group and the undertakings included in the consolidation taken as a whole; and,
- the management report includes a fair review of the development and performance of the business and the position of the group and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
appendix 3
Related party transactions
At 31 March 2011 and 31 March 2010 the following amounts were due from the Group's joint ventures.
| At 31.3.11 £000 | At 31.3.10 £000 |
Abbeygate Helical (Leisure Plaza) Ltd | 2,040 | 2,212 |
Abbeygate Helical (Winterhill) Ltd | - | (12) |
Abbeygate Helical (C4.1) LLP | 6 | (598) |
King Street Developments (Hammersmith) Ltd | 2,000 | 1,634 |
Shirley Advance LLP | 4,296 | 4,372 |
The Asset Factor Ltd | 596 | 600 |
PH Properties Limited (BV) | - | - |
Barts Two Investment Property Limited | - | - |
All movements in joint venture balances related to loans repaid and loans advanced. At 31 March 2011 and 31 March 2010 there were the following balances between the Company and its subsidiaries. | ||
| At 31.3.11 £000 | At 31.3.10 £000 |
Amounts due from subsidiaries | 369,817 | 365,955 |
Amounts due to subsidiaries | 161,546 | 175,469 |
During the years to 31 March 2011 and 31 March 2010 there were the following transactions between the Company and its subsidiaries: | ||
| Year ended 31.3.11 £000 | Year ended 31.3.10 £000 |
Management charges receivable | 3,422 | 3,202 |
Management charges payable | 250 | 271 |
Interest receivable | 4,725 | 3,109 |
Interest payable | - | - |
Management charges relate to the performance of management services for the Company or its subsidiaries. Interest receivable relates to interest on loans made by the Company to its subsidiaries. All of these transactions, and the year-end balance sheet amounts arising from these transactions were conducted on an arm's length basis and on normal commercial terms. Amounts owned by subsidiaries to the company are identified in note 24 of the Group's Annual Report & Accounts. Amounts owed to subsidiaries by the Company are identified in note 26.
The Group consider that the key management personnel are the directors and the detail of their remuneration is disclosed in the directors' remuneration report on pages 48 to 54 of the Report & Accounts. Share based payments for directors are disclosed in note 9.