Last checked at 29 Jun 2012 14:48
29 June 2012
Helical Bar plc
ANNUAL FINANCIAL REPORT AND NOTICE OF ANNUAL GENERAL MEETING
Helical Bar plc (the "Company" or"Helical") announces that its 2012 Annual General Meeting (the "AGM") will be held at The Connaught Hotel, Carlos Place, Mayfair, London W1K 2AL at 11.30 a.m. on 24 July 2012.
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.morningstar.co.uk/uk/NSM:
1. Annual Report and Accounts for the year ended 31 March 2012 (the "Annual Report") for the Company and each of its subsidiary undertakings (the "Group");
2. Notice of the AGM (the "AGM Notice"); and
3. Form of Proxy for the 2012 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 2012 issued on 25 May 2012. Cross-references in the appendices refer to sections in the Annual Report.
Enquiries:
T.J.MurphyCompany SecretaryHelical Bar plc11-15 Farm StreetLondon W1J 5RS
appendix 1
Risk management summary
WHAT IS OUR RISK STRATEGY?
Risk is an integral part of any Group'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.
Risk management starts at Board level where the Directors set the overall risk appetite of the Group and the individual risk policies. These risk policies are the framework used by Helical's management to run the business.
Part of the management's role is to act within these policies and to report to the Board on how these policies are being operated.
The Group's risk appetite and specific risk policies are continually assessed by the Board to ensure that they are appropriate and consistent with the Group's overall strategy and the external market conditions.
The effectiveness of the Group's risk management strategy is reviewed annually by the Directors.
The principal risks faced by the Group are:
Strategic risk
The main strategic risks the Group face are that its strategy is inconsistent with market conditions and it has an inappropriate capital structure.
Financial risks
The Group is vulnerable to a number of financial risks due to the way in which it is funded. The Group has a significant level of cash and debt and as such is subject to the following financial risks:
Risk | How the risk is managed |
Interest rate risk | |
The Group's profits are impacted by increases in interest rates | High proportion of debt is either at fixed interest rates or capped interest rates |
Liquidity risk | |
The Group doesn't have the ability to access cash as required
| The Group has significant undrawn committed bank facilities and cash
Short and long-term cash forecasts are frequently monitored by management
Loan covenants are continually monitored |
Credit risk | |
Helical's ability to borrow reduces due to a deterioration in its relationships with lenders
Tenant failures impact on the Group's profitability | Helical borrows from a number of institutions and has good relationships with its bankers
Ensure that no tenant provides a disproportionate share of rental income |
Development risk
The Group derives a significant part of its results from development activity. Development profits are more likely to be subject to fluctuation due to external factors as they are more opportunistic in nature. Development risks include: changes in planning legislation, difficulty in managing current developments and a scarcity in future development opportunities.
Helical has an experienced development team with an excellent track record and a well established network of joint venture partners, contractors and professional advisors. Helical has no set formula for managing its developments and delivers development projects using our own capital, bringing in joint venture partners and forward funding development projects.
People risk
Our employees are vital to the success of our business. The retention and incentivisation of our staff is of great importance to Helical and executive remuneration packages are designed to attract, motivate and retain directors of the calibre necessary to maintain the Group's position as a market leader and to reward them for enhancing shareholder value and returns. We evaluate the training needs of each employee in line with business objectives.
Further details on Helical's risk management can be found on pages 104 to 106 of the Report & Accounts.
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.
The directors confirm that:
• 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 or loss of the group and the undertakings included in the consolidation taken as a whole; and,
• the annual 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 may differ from legislation in other jurisdictions.
APPENDIX 3
Related party transactions
At 31 March 2012 and 31 March 2011 the following amounts were due from the Group's joint ventures.
| At 31.3.12 £000 | At 31.3.11 £000 |
Abbeygate Helical (Leisure Plaza) Ltd | 2,316 | 2,040 |
Abbeygate Helical (Winterhill) Ltd | - | - |
Abbeygate Helical (C4.1) LLP | 10 | 6 |
King Street Developments (Hammersmith) Ltd | 2,150 | 2,000 |
Shirley Advance LLP | 4,603 | 4,296 |
The Asset Factor Ltd | 8 | 596 |
PH Properties Limited (BV) | - | - |
Barts Two Investment Property Limited | 3 | - |
Helical Sosnica Sp z.o.o | 3,367 | n/a |
All movements in joint venture balances related to loans repaid and loans advanced. At 31 March 2012 and 31 March 2011 there were the following balances between the Company and its subsidiaries. | ||
| At 31.3.12 £000 | At 31.3.11 £000 |
Amounts due from subsidiaries | 316,935 | 369,817 |
Amounts due to subsidiaries | 145,120 | 161,546 |
During the years to 31 March 2012 and 31 March 2011 there were the following transactions between the Company and its subsidiaries: | ||
| Year ended 31.3.12 £000 | Year ended 31.3.11 £000 |
Management charges receivable | 4,318 | 3,422 |
Management charges payable | 127 | 250 |
Interest receivable | 3,439 | 4,725 |
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 22 of the Group's Annual Report & Accounts. Amounts owed to subsidiaries by the Company are identified in note 24.
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 50 to 56 of the Report & Accounts. Share based payments for directors are disclosed in note 8.