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Preliminary Results

29 Nov 2011 07:00

RNS Number : 9289S
LXB Retail Properties Plc
29 November 2011
 



For immediate release 29 November 2011

 

 

LXB Retail Properties Plc

 

RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2011

 

 

LXB Retail Properties Plc, a closed-ended real estate investment company focused on edge of town and out of town retail assets, today announces results for the year ended 30 September 2011.

Highlights:

·; Continued to make further strategic acquisitions in Greenwich and Biggleswade during the year.

·; December 2010: acquired Stone Lake Retail Park in Greenwich, for £27.84m (including direct costs).

·; January 2011: exchanged contracts on a subject to planning basis to acquire a Wm Morrison Supermarkets plc led development site on the Isle of Sheppey.

·; February 2011: entered into a £25.95m investment facility arrangement with Deutsche Hypothekenbank.

·; April 2011: acquired 31 developable acres in Rushden, Northamptonshire for £4.7m (including direct costs).

·; May 2011: exchanged an agreement for lease on a subject to planning basis with J Sainsbury Plc at Bugsby's Way, Greenwich for a new store of 145,000 sq ft (gross external).

·; June 2011: raised £110m net of costs through a share placing.

·; July 2011: acquired two adjoining sites on the edge of Stafford town centre for £10.1m (including direct costs).

·; August 2011: exchanged contracts to acquire the 12 acre Prodrive Motorsport site in Banbury for £17m. On the same date acquired the former Hella factory in Banbury as a relocation site for Prodrive for £8.7m (including direct costs).

·; September 2011: acquired 118 acres at Corton, South East Ayr for £10.1m (including direct costs).

·; Cash deposits and liquid investments at 30 September 2011: £112.7m (2010: £52.5m).

·; NAV per share at 30 September 2011: 107.97p (2010: 94.19p).

·; EPRA* NAV per share at 30 September 2011: 108.19p (2010: 95.19p).

·; Earnings per share: 10.31p (2010: loss per share 1.39p).

 

 

Post year end:

·; October 2011: entered into a pay LIBOR receive fixed 1.6675% on a notional amount of £100m interest rate swap facility with the Royal Bank of Scotland Plc effective from 25 March 2013 until 25 September 2015.

·; November 2011: acquired Andrews Sykes unit in Greenwich for a net cash outflow of £1.08m (see note 19 for full details).

·; November 2011: signed pre-lets with Marks & Spencer plc on 28 November 2011, on a subject to planning basis for four new stores at Banbury, Biggleswade, Greenwich, and Stafford covering, in total, over 300,000 sq ft.

 

* excluding fair values of financial instruments and deferred tax.

 

Phil Wrigley, Chairman of LXB Retail Properties Plc commented:

"Two years on, the revaluation surplus for the year of £19.1m demonstrates that our strategy is delivering shareholder value. There is real momentum in the portfolio; since the balance sheet date we have already submitted planning applications for our Biggleswade and Stafford investments and we will submit applications for Banbury and Rushden shortly. We are also seeing that our retail investments can deliver incremental value for shareholders. For example, our investment in the retail opportunity at Ayr will unlock value in the adjacent land which is earmarked for residential uses; where appropriate we take the opportunity to capture that value for the benefit of our shareholders. Our plan continues to be the creation of a portfolio of prime institutional property investments with a high quality income stream founded on really strong covenants from some of the UK's leading retailers. Taken together with our four major pre-lets to M&S, all this activity shows we are achieving our objectives.

 

These are exciting times for the Group and I look forward to another year with opportunities to report further positive news for shareholders."

29 November 2011

 

For further information please contact:

 

LXB Manager LLP Tel: 020 7432 7900

Tim Walton, CEO

Brendan O'Grady, FD

 

Buchanan Communications Tel: 020 7466 5000

Charles Ryland / Suzanne Brocks

 

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 Group's second Annual Report and Financial Statements, covering the year ended 30 September 2011.

 

We have made excellent progress in the last 12 months. Activities have included a significant share issue raising £110m net of costs, acquisitions of new sites, designing scheme layouts, preparing large scale planning applications and signing lease terms with key tenants who will occupy our investments. We launched the business just two years ago with the intention of creating a portfolio of prime out of town and edge of town retail investments offering space which meets the needs of today's trading formats, in the right locations, and at rents which are sustainable.

 

Since October 2010 we have made investments in sites at a number of locations including Sheppey, Rushden, Gloucester, Stafford, Banbury and Ayr, and added to our interests at Greenwich and Biggleswade. New planning permissions (or resolutions to grant planning permission) have been secured at Greenwich, Biggleswade and Sheppey, planning applications have been submitted in respect of Biggleswade (adding to the existing consent), Gloucester and Stafford and we expect to submit applications for our Banbury and Rushden sites in the near future. Assuming that we achieve the planning consents covered by these applications, the Group will have secured consent for some 1.63m sq ft of new retail space and 0.24m sq ft for other employment uses. 

 

The Group does not develop speculatively so, in addition to securing the planning position, we have been negotiating lease terms with key occupiers for our new investments. Thus far, we have signed Agreements for Lease with a number of major retailers including Wm Morrison Supermarkets plc ("Morrisons") and J Sainsbury Plc ("Sainsbury's"). I am delighted that yesterday we also signed four major pre-lets with Marks & Spencer plc ("M&S"). Including these, the total space covered by these Agreements for Lease amounts to 598,406 sq ft (including mezzanine space of 205,736 sq ft). Moreover, I can also report that the Group is in advanced discussions on pre-lets for another 250,000 sq ft of space with anchor tenants across a number of sites.

 

The Group works closely with local authorities and other stakeholders to ensure that our projects will make a positive contribution to local communities and economies. We have been fortunate to work with local authorities who understand and appreciate the benefits that our investments can bring. Additionally, we attach great importance to understanding the views of local residents; public consultations have been held in Sheppey, Biggleswade, Greenwich, Banbury, Stafford and most recently, Rushden to ensure we understand what will add greatest value to the areas in which we invest. These have been well attended and the feedback has been overwhelmingly positive; in these difficult times, it is especially pleasing that the new jobs which our investments will create have been highlighted as a key benefit by local communities.

 

Construction work has started on the new Wickes store at Greenwich and we expect to start on site at Sheppey and Gloucester early in 2012 with stores open for trading in the first and last quarters of 2013 respectively.

 

Results and financial position

 

The growth in Net Asset Value ("NAV") per share over the year from 94.19p to 107.97p at 30 September 2011 reflects, in part, the issue in June of 99.2m shares at 114p per share, but is substantially due to the £19.1m increase in the value of our investment properties during the year. If our major planning applications which are currently under consideration are successful, we can look forward to further contributions to NAV in the near future.

 

The issue of new shares which was very well supported by shareholders in June 2011 raised £110m (net of costs), bringing the total funds raised to £257.5m (net of costs). Your Board is extremely grateful for the continued support shown by shareholders in more than doubling our equity within two years of the IPO in October 2009. 

 

On financing, in the Group's Interim Report I commented on the £26m investment facility secured in February this year. We anticipate securing further bank borrowings to support our substantial construction projects in due course, and our Investment Manager maintains regular and close dialogue with a number of banks to ensure they are apprised of the quality and potential of our proposition. Even against the difficult economic backdrop, we continue to experience a real appetite from lenders.

 

Sensible levels of gearing are a key element of the Group's business plan and we have tracked the movements in swap rates which have seen record lows in recent times. In anticipation of our future borrowing needs, the Group fixed the LIBOR element of financing costs in October 2011, entering into a forward swap at 1.6675%. This covers borrowings of £100m from 31 March 2013 to 30 September 2015.

 

Outlook

 

When we launched our business back in October 2009 market conditions were very challenging. However, we believed there was a substantial opportunity to assemble a portfolio of prime out of town and edge of town retail investments. We believed that suitable sites could be acquired and all our research told us that there was real occupier demand, and that value could be created by offering retailers the space they wanted at rents they could afford. It takes considerable due diligence before your Board will invest, and it takes time to really understand what our key tenants want and can afford to pay in rent. It also takes time to design high quality schemes which will make a positive contribution to local communities and gain planning approval.

 

Two years on, the revaluation surplus for the year of £19.1m demonstrates that our strategy is delivering shareholder value. There is real momentum in the portfolio; since the balance sheet date we have already submitted planning applications for our Biggleswade and Stafford investments and we will submit applications for Banbury and Rushden shortly. We are also seeing that our retail investments can deliver incremental value for shareholders. For example, our investment in the retail opportunity at Ayr will unlock value in the adjacent land which is earmarked for residential uses; where appropriate we take the opportunity to capture that value for the benefit of our shareholders. Our plan continues to be the creation of a portfolio of prime institutional property investments with a high quality income stream founded on really strong covenants from some of the UK's leading retailers. Taken together with our four major pre-lets to M&S, all this activity shows we are achieving our objectives.

 

These are exciting times for the Group and I look forward to another year with opportunities to report further positive news for shareholders.

 

Phil Wrigley

Chairman

29 November 2011

Report of the Investment Manager, LXB Manager LLP

 

LXB Manager LLP advises LXB Retail Properties Plc and is pleased to report on the Group's Annual Report and Financial Statements for the year ended 30 September 2011.

 

Investment portfolio

 

The Group's strategy is to develop a portfolio of high quality investments delivering substantial and secure rental income. The significant progress made in the year to 30 September 2011 has continued into the first two months of the current financial year; the Group has signed some very significant Agreements for Lease at several locations, achieved a number of planning permissions (or resolutions to grant planning permission) and submitted planning applications to local authorities for various of its other sites.

 

Property details

 

Ayr

 

In September 2011, the Group acquired 118 acres of development land at Corton, which forms part of a wider masterplan for a comprehensive development south east of Ayr. This site benefits from a resolution to grant planning consent (subject to signing a s75 legal agreement) for a district shopping centre including a foodstore and complementary retail, a business and leisure park of up to 17 acres, and 874 private and affordable homes. Negotiations to conclude the s75 agreement are continuing and we are in discussions on terms for a pre-let with a leading foodstore operator.

 

 

Banbury

 

In August 2011 the Group agreed to purchase the Prodrive Motorsport site which sits prominently by junction 11 of the M40, subject to securing planning for a shopping park. Prodrive, the world leading motorsport and automotive business, has outgrown its current facilities and the Group purchased the former Hella factory in August to enable Prodrive's relocation within Banbury. Prodrive will purchase the Hella factory from the Group provided planning for retail use is achieved on their existing site.

 

A planning application will be submitted shortly, seeking consent for a 290,000 sq ft shopping park. The proposed scheme includes 148,000 sq ft of ground floor space with a further 142,000 sq ft at first floor mezzanine level and the planning committee's decision is anticipated in March 2012.

 

On 28 November 2011 M&S signed a pre-let for a 20 year lease on a 100,000 sq ft store on two floors (this will be in addition to the existing M&S store in Banbury town centre). Strong interest is also being shown by a wide variety of other retailers who are keen to secure representation at this very prominent shopping destination.

 

Biggleswade

 

This site sits alongside the A1 with direct roundabout access allowing retailers to appeal to a wide potential catchment. Seven separate land interests have been assembled over the last two years creating the opportunity to develop a major fashion led shopping park on this 14.6 acre site. One further land interest is still to be acquired but terms have already been agreed and this is expected to complete shortly.

 

The majority of the land already has the benefit of unrestricted A1 non food consent. A planning application has been submitted seeking consent for a 334,610 sq ft (which includes 113,342 sq ft of mezzanine floor space) retail development; a planning committee decision is expected in the first quarter of 2012.

 

We expect the scheme to be built in phases to allow existing tenants to continue trading; relocation terms need to be agreed with the tenants, most of whom trade well and wish to remain on site. On 28 November 2011 a pre-let was agreed with M&S for a 25 year lease (with a tenant's break option after 15 years) to occupy the scheme's 60,000 sq ft anchor unit on two floors. Provided planning and relocation discussions are successfully concluded, construction will commence in summer 2012 and the shopping park will be completed two years later. Strong interest has also been shown by other retailers for representation here.

 

Gloucester

 

Earlier this year an agreement was entered into to acquire this 17 acre site from Network Rail, conditional on obtaining a satisfactory planning consent for a mixed use development. Morrisons has agreed to take a 25 year lease (with a tenant's break option after 20 years) conditional on planning for a 71,300 sq ft foodstore. The planning application requesting detailed consent for the foodstore, together with outline permission for 164,000 sq ft of space for employment uses, 11,000 sq ft of car showrooms and 8,000 sq ft of restaurants was submitted in August 2011. The application is expected to go before the planning committee for determination on 1 December 2011. If planning permission is granted we anticipate work will start on phase one (the foodstore) in spring 2012. Interest has also been received for the restaurant and from a major cash and carry operator seeking a 60,000 sq ft unit within the scheme.

 

 

Greenwich

 

The Group made its first acquisition, an out of town retail investment and adjoining retail development site, in Greenwich, in January 2010. Since then the Group has accumulated significant further holdings in the Bugsby's Way area of the Greenwich Peninsula.

 

Good progress has been made on the original acquisition with a pre-let of the development site to Wickes for a new 21,500 sq ft retail unit in May 2011. Construction commenced in late summer and practical completion is due in April 2012.

 

Planning permission has been obtained to develop a new retail terrace of 50,000 sq ft of unrestricted retail space on the remainder of the original site and construction of that element is due to commence in August 2012.

 

The Group has also assembled a freehold site of about 12 acres bounded by Bugsby's Way, Gallions Road and Woolwich Road. A pre-let for a 25 year lease on a 145,000 sq ft foodstore to Sainsbury's was agreed in May 2011 and M&S signed a pre-let for a 20 year lease on an 80,000 sq ft store on 28 November 2011. Both lettings are conditional on achieving planning permission, the application for which is expected to be submitted in late 2011.

 

Planning permission has been obtained for a mixed use retail and hotel scheme on land adjacent to the proposed Sainsbury's and M&S. This provides for a 14,300 sq ft ground floor retail unit with a 120 bed hotel above and 85 car parking spaces. The Group expects to sign a pre-let to Travelodge in early 2012 with construction to commence in March 2012.

 

The Stone Lake Retail Park on Woolwich Road was acquired in December 2010 to facilitate relocation of tenants from the Group's nearby sites so that the new investments can be progressed. In May 2011, Dreams agreed to relocate here from their existing unit on Bugsby's Way and in September 2011, planning permission was obtained to sub-divide the existing 20,000 sq ft former MFI unit at Stone Lake to enable this. Dreams will occupy an 8,000 sq ft unit and work on the subdivision will start in early 2012, completing shortly thereafter. The remaining 12,000 sq ft unit (which has received planning consent to incorporate an 8,000 sq ft mezzanine floor) is subject to confirmed tenant interest. In November 2011, the local planning authority confirmed that the park benefited from an open A1 non food permission. Discussions are underway to utilise the consent and bring new retailers, selling an expanded range of goods, to the park.

 

Rushden

 

This 244 acre site lies alongside the A45 between the A1 and the M1 at Rushden in East Northamptonshire, opposite an existing Waitrose Food and Home store, a Wickes and a Lidl. Most of the land forms part of a Site of Special Scientific Interest ('SSSI') however it includes 31 brownfield acres which are developable. A planning application is expected to be submitted shortly for a 430,000 sq ft retail scheme, anchored by a garden centre, together with an additional 112 bed hotel and a leisure club. 1,300 car parking spaces are planned and it is estimated that the combined leisure, tourism and retail offer will attract over 3m visitors per year.

 

Substantial investment is proposed to integrate the SSSI with the retail scheme. The plans for the combined retail and leisure destination will include a visitors' centre, a marina and boathouse, footpaths and cycle routes through the SSSI, and access into neighbouring tourist attractions such as Stanwick Lakes. We are working closely with the Wildlife Trust who will take on long term management of the remainder of the SSSI for future generations, and with the RSPB. On completion, the Group's £50m investment should create approximately 1,500 new jobs.

 

The Group hopes to receive planning approval in the first quarter of next year and assuming it does, construction is expected to start in the third quarter of 2012.

 

M&S has agreed in principle to anchor one of the three proposed retail terraces in a 60,000 sq ft store over two floors. We are in discussions on the terms and these are ongoing. However, a high level of interest has been received from other retailers attracted by the opportunity to trade alongside M&S at Rushden. Offers have also been received from a number of retailers who typically trade well alongside garden centre operators.

 

Sheppey

 

The Group entered into an option agreement with The Crown Estate to acquire 20 acres of development land at Neats Court on the Isle of Sheppey in December 2010.

 

In September 2011, a resolution to grant planning permission was obtained for a 55,000 sq ft foodstore which has been pre-let to Morrisons on a 25 year lease, 40,000 sq ft of retail floor space, a drive-thru restaurant unit, and 80,000 sq ft of light industrial space.

 

Work is expected to commence on the first phase of the development which includes the Morrisons and the drive-thru in the first quarter of 2012 with practical completion scheduled for autumn 2012. Active discussions are being held with a number of retailers in respect of the second phase (the retail warehousing units) and the Group intends to submit an enhanced planning application for this part of the site in early 2012, seeking consent for an additional 27,500 sq ft of retail floor space.

 

 

Stafford

 

Long leasehold interests in two adjoining properties, together amounting to seven acres, were acquired in July 2011. The site lies on the edge of Stafford town centre, and offers the prospect to develop a sizeable retail investment in a town where there is significant retail demand.

 

The Group has been working with Stafford Borough Council on plans for a comprehensive retail development including approximately 200,000 sq ft of retail floor space together with 1,200 car parking spaces and following a well received public consultation in October 2011, a planning application was submitted in November. A planning committee decision is expected in early 2012 allowing a potential start on the first phase of the development in mid 2012. On 28 November 2011 M&S signed a pre-let for a 25 year lease (with a tenant's break option after 15 years) to anchor the scheme in a 65,000 sq ft two storey unit, and discussions are ongoing with other potential tenants.

 

The Group is also in advanced negotiations to acquire a further edge of centre development site from Stafford Borough Council, Staffordshire County Council, and others. This eight acre site, which currently comprises surface car parking, will be used for a foodstore led development. A planning application for a 71,500 sq ft foodstore, 14,000 sq ft of associated retail and 460 car parking spaces was submitted in November 2011 and the application is due to go to the planning committee in early 2012. The Group is in negotiations with Morrisons, for a pre-let over the foodstore and petrol filling station although binding legal commitments have not yet been entered into. Discussions are also ongoing with other retailers in respect of the other units.

 

Revaluation surplus

 

As described in note 9 to the Group Financial Statements, the majority of the investment properties held by the Group at 30 September 2011 were valued by independent property valuers, Jones Lang LaSalle Limited, as at that date. In their opinion, the open market value of these investment properties at that date was £182.8m, resulting in a revaluation surplus for the year of £19.1m (2010: £259,783).

 

Pipeline of opportunities

 

We continue to see plenty of opportunities to work with local authorities and the larger retailers to deliver destination retail schemes. The Group has made a number of small strategic acquisitions and secured options to purchase other sites at several locations. Discussions continue with various parties in these locations which may result in further acquisitions and pre-lets in due course.

 

Since the balance sheet date, the Group has spent £1.08m (including direct costs) on further acquisitions at Greenwich.

 

The Group monitors its equity requirements very closely and after accounting for acquisitions since the balance sheet date, the equity projected to be required to fund all of its existing investments through to practical completion equates to approximately £82.0m. This projected expenditure is largely discretionary (that is, very little of it is subject to legally binding obligations) and at the balance sheet date the Group held £112.7m of cash and cash equivalents.

 

General administrative expenses

 

The Group's running costs principally comprise the management fee payable to the Investment Manager, LXB Manager LLP, which amounted to £3.12m in the year (2010: £1.4m). Other significant components of the Group's £4.0m (2010: £2.2m) corporate administrative costs in the year were costs necessarily incurred by virtue of the Company being a listed company, including Jersey administration costs and Directors' fees.

 

Cash flow

 

The Group's operating cash flows have improved in the year mainly as a result of the Group having added to its property portfolio, thus increasing its net rental income. Projected annualised overheads are, as expected, forecast to exceed the annualised rental income in the current financial year because rental income will fall as the Group achieves vacant possession on units to facilitate the proposed developments outlined earlier in this report.

 

During the year, £74.3m (2010: £92.7m) of cash has been deployed in the purchase of and capital expenditure on investment properties.

 

Tax

 

The tax charge for the year is £156,241 (2010: £34,343). As explained in note 7 to the Group Financial Statements, tax is payable at a rate of 20% on the net rental surplus after deduction of interest and certain other allowable costs.

 

Tim Walton

On behalf of LXB Manager LLP

29 November 2011

Group Income Statement

Year ended

27 August 2009 to

30 September

30 September

Note

2011

 2010

£

£

Gross rental income

4,998,321

1,414,611

Property outgoings

(328,722)

(80,463)

Net rental income and gross profit

4,669,599

1,334,148

Administrative expenses:

Corporate administrative expenses

(4,048,809)

(2,205,373)

Cost of property activities

(212,721)

-

Total administrative expenses

(4,261,530)

(2,205,373)

Investment property revaluation surplus

19,089,862

259,783

Other income

60,309

-

Operating profit / (loss)

4

19,558,240

(611,442)

Finance income

6

432,469

510,926

Finance costs

6

(802,470)

(1,546,564)

Profit / (loss) before tax

19,188,239

(1,647,080)

Taxation charge

7

(156,241)

(34,343)

Profit / (loss) for the year / period

19,031,998

(1,681,423)

Pence

Pence

per share

per share

Earnings / (loss) per share

Basic and diluted

8

10.31

(1.39)

All amounts relate to continuing activities.

 

Group Statement of Comprehensive Income

Year ended

27 August 2009 to

30 September

30 September

2011

 2010

£

£

Profit / (loss) for the year / period

19,031,998

(1,681,423)

Market value adjustment of interest rate derivatives,

recognised directly in equity

(572,853)

-

Hedging reserve recycling adjustment

(39,167)

-

Tax effect of interest rate derivative valuation adjustments

122,404

-

Total comprehensive income for the year, net of tax

18,542,382

(1,681,423)

 

Group Statement of Changes in Equity

Stated

Hedging

Retained

Year ended 30 September 2011

capital

reserve

earnings

Total

£

£

£

£

At 30 September 2010

147,583,939

-

(1,681,423)

145,902,516

Profit for the year

-

-

19,031,998

19,031,998

Issue of ordinary shares of no par value

113,079,289

-

-

113,079,289

Share issue costs

(3,161,870)

-

-

(3,161,870)

Market value adjustment of interest rate

derivatives, recognised directly in equity

-

(572,853)

-

(572,853)

Hedging reserve recycling adjustment

-

(39,167)

-

(39,167)

 

Tax effect of interest rate derivative valuation adjustment

-

122,404

-

122,404

At 30 September 2011

257,501,358

(489,616)

17,350,575

274,362,317

Stated

Hedging

Retained

Period ended 30 September 2010

capital

reserve

loss

Total

£

£

£

£

At incorporation

-

-

-

-

Loss for the period

-

-

(1,681,423)

(1,681,423)

Issue of ordinary shares of no par value

153,279,835

-

-

153,279,835

Share issue costs

(5,695,896)

-

-

(5,695,896)

At 30 September 2010

147,583,939

-

(1,681,423)

145,902,516

 

Group Balance Sheet

As at

As at

30 September

30 September

2011

2010

Note

£

£

Non-current assets

Investment properties

9

194,790,032

93,000,000

Deferred tax asset

7

139,500

-

194,929,532

93,000,000

Current assets

Derivative financial assets

14

-

1,436

Business and other receivables

10

5,074,307

2,152,150

Money Market Fund investments

11

19,164,395

7,504,620

Cash and cash equivalents

11

93,568,981

45,020,822

117,807,683

54,679,028

Total assets

312,737,215

147,679,028

Current liabilities

Business and other payables

12

(11,935,204)

(1,742,169)

Income tax creditor

(199,389)

(34,343)

Derivative financial liabilities

14

(248,965)

-

Current liabilities

(12,383,558)

(1,776,512)

Non-current liabilities

Borrowings

13

(25,542,805)

-

Derivative financial liabilities

14

(448,535)

-

Total liabilities

(38,374,898)

(1,776,512)

Net assets

274,362,317

145,902,516

Equity

Stated capital

15

257,501,358

147,583,939

Hedging reserve

16

(489,616)

-

Retained earnings

16

17,350,575

(1,681,423)

Total equity

274,362,317

145,902,516

Pence

Pence

per share

per share

Net asset value per share

Basic and diluted

17

107.97

94.19

Adjusted (EPRA)

17

108.19

95.19

 

Group Cash Flow Statement

Year ended

27 August 2009 to

30 September

30 September

2011

 2010

£

£

Cash flows from operating activities

Profit/ (loss) before tax

19,188,239

(1,647,080)

Adjustments for non-cash items:

Investment property revaluation surplus

(19,089,862)

(259,783)

Net finance costs

370,001

1,035,638

Cash flows from operating activities before

 changes in working capital

468,378

(871,225)

Change in business and other receivables

(2,312,082)

(2,125,382)

Change in business and other payables

1,063,860

1,729,014

Taxation paid

(8,292)

-

Cash flows from operating activities

(788,136)

(1,267,593)

Investing activities:

Interest received

414,237

484,158

Purchase of and capital expenditure on investment properties

(74,327,871)

(92,727,062)

Money Market Fund investments made

(11,659,775)

(7,504,620)

Cash flows from investing activities

(85,573,409)

(99,747,524)

Financing activities:

Net proceeds from share issues

109,917,419

147,583,939

New bank borrowings

25,488,075

-

Purchase of derivative instruments

-

(1,548,000)

Finance costs paid

(495,790)

-

Cash flows from financing activities

134,909,704

146,035,939

Net increase in cash and cash equivalents

48,548,159

45,020,822

Cash and cash equivalents at the beginning of the year / period

45,020,822

-

Cash and cash equivalents at the end of the year / period

93,568,981

45,020,822

 

Notes to the Preliminary Announcement

 

The financial information set out in this preliminary announcement, which has been approved by the Board, does not constitute the Group's statutory financial statements for the year ended 30 September 2011 ("the 2011 accounts") or for the period ended 30 September 2010 ("the 2010 accounts"), but is derived from those audited statutory financial statements.

The 2011 accounts, included within the Company's Annual Report for the year ended 30 September 2011, have been prepared in accordance with International Financial Reporting Standards adopted for use in the European Union. The auditors have reported on the 2011 accounts and their report was unqualified and did not draw attention to any matters by way of emphasis. The 2011 accounts will be available from the Company's website in due course. The 2010 accounts, which also included an unqualified audit report, have been filed with the Registrar of Companies in Jersey.

1

General information about the Group

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

 

The financial information set out in this report covers the year to 30 September 2011 with comparative amounts relating to the period from incorporation to 30 September 2010, though the Company did not carry on business prior to the date of listing.

 

The Group Financial Statements include 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 can be found on its website:

www.lxbretailproperties.com.

2

Accounting policies

Statement of compliance

The Group Financial Statements have been prepared in accordance with the International Financial Reporting Standards ('IFRS') adopted for use in the European Union.

Basis of preparation

 

The financial statements have been prepared on a going concern basis and are presented in pounds sterling.

The financial statements have been prepared on the historical cost basis except that investment properties (defined below), investments and derivative financial instruments are stated at fair value.

 

The accounting policies have been applied consistently to the results, other gains and losses, assets, liabilities and cash flows of entities included in the consolidated financial statements.

 

Any revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period. If the revision affects both current and future periods, the change is recognised over these periods.

 

The preparation of financial statements often requires the Directors to make judgements, estimates and assumptions that may affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. However, the nature and scale of the Group's business in the period since listing has meant that there has been a limited requirement for the Directors to make such judgements or estimates to date. For example, the single most significant line item in the financial statements, "Investment Properties" (comprising completed investment properties and development properties held for investment) have been supported by external valuations. Similarly, the value of derivative financial instruments have been independently assessed on the basis of market rates as at the balance sheet date. Details of the current status of the Group's carried interest arrangements are set out in note 18 and show that no judgements or estimates have been required to be made in this area to date.

The Group's accounting policies for these matters together with other policies material to the Group, are set out below.

 

Standards and interpretations effective in the current year

 

No new standards or interpretations issued by the International Accounting Standards Board (IASB) or the IFRS Interpretations Committee (IFRIC) have led to any changes in the Group's accounting policies during the year.

Standards and interpretations in issue not yet adopted

The IASB have issued the following standards and interpretations that may be relevant to the Group and are mandatory for later accounting periods and which have not been adopted early. These are:

Effective date

(periods commencing)

-

Improvements to IFRSs

Various

IAS 24 (amended)

Related party disclosures

1 January 2011

IAS 1

Presentation of items of other comprehensive income

1 January 2012

IAS 12

Deferred tax

1 January 2012

IFRS 9

Financial instruments

1 January 2013

IFRS 10

Consolidated financial statements

1 January 2013

IFRS 13

Fair value measurement

1 January 2013

The Directors do not anticipate that the adoption of these standards and interpretations will have a material impact on the Group's financial statements in the period of initial application, other than on presentation and disclosure.

The IASB and IFRIC have also issued or revised IFRS 1, IFRS 7, IFRS 11, IFRS 12, IAS 19, IAS 27, IAS 28, IFRIC 14, IFRIC 19 and IFRIC 20 but the changes either have no relevance to the current operations of the Group or are not expected to have a material impact on the Group's financial statements.

 

Basis of consolidation

 

Subsidiaries

 

Subsidiaries are those entities controlled by the Group. Control is assumed when the Group has the power (directly or indirectly) to govern the financial and operating policies of an entity, or business, to benefit from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. All intra-group transactions, balances, income and expenses are eliminated on consolidation.

 

Property portfolio

 

Investment properties

 

Investment properties are properties owned or held leasehold by the Group which are held for capital appreciation, rental income or both. Investment properties include property that is being constructed, developed or redeveloped for future use as an investment property. Investment properties are initially recorded at cost, including related transaction costs. They are subsequently carried at each published balance sheet date at fair value on an open market basis as determined by professionally qualified independent external valuers, adjusted for the carrying value of rents recognised in advance.

The determination of the fair value of each property requires, to the extent applicable, the use of estimates and assumptions in relation to factors such as future rental income, current market rental yields, future development costs and the appropriate discount rate. In addition, to the extent possible, the valuers make reference to market evidence of transaction prices for similar properties.

Gains or losses arising from changes in the fair value of investment properties are recognised in the income statement in the period in which they arise.

In accordance with IAS 40 "Investment Property", no depreciation is provided in respect of investment properties.

 

Investment property is recognised as an asset when:

it is probable that the future economic benefits that are associated with the investment property will flow to the Group;

there are no material conditions precedent which could prevent completion; and

the cost of the investment property can be measured reliably.

All costs directly associated with the purchase of an investment property are capitalised. Capital expenditure that is directly attributable to the redevelopment or refurbishment of investment property, up to the point of it being completed for its intended use, is capitalised in the carrying value of the property.

Occupational leases

 

The Board considers the potential transfer of the risks and rewards of ownership in accordance with IAS 17 "Leases", for all investment properties that are leased to tenants by the Group and determines whether such leases are operating leases or finance leases. Where the Group substantially retains all the risks and rewards of ownership the lease is classified as an operating lease. In the event that substantially all of the risks and rewards of ownership are transferred to the lessee under the terms of a lease then such a lease would be classified as a finance lease. All tenant leases that have been entered into by the Group to date have met the criteria for classification as operating leases.

 

Net rental income

 

Rental income from investment properties leased out under operating leases is recognised in the income statement on a straight-line basis over the lease term.

Contingent rents, such as turnover rents, rent reviews, and indexation, are recorded as income in the periods in which they are earned. Rent reviews are recognised when such reviews have been agreed with tenants.

 

Lease incentives and costs associated with entering into tenant leases are amortised over the period to the first break option or, if the probability that the break option will be exercised is considered low, over the lease term.

 

Rental income from fixed and minimum guaranteed rent reviews is recognised on a straight-line basis over the shorter of the entire lease term or the period to the first break option. Where such rental income is recognised ahead of the related cash flow, an adjustment is made to ensure the carrying value of the related property including the accrued rent does not exceed the external valuation.

Property operating expenses are expensed as incurred and any property operating expenditure not recovered from tenants through service charges is charged to the income statement.

 

Profits on sale of investment properties

 

Profits on the sale of investment properties are calculated by reference to the carrying value at the previous published balance sheet date, adjusted for subsequent capital expenditure.

 

Financial instruments

 

Financial assets and liabilities are recognised in the balance sheet when a member of the Group becomes a party to the contractual terms of the relevant instrument. Unless otherwise indicated, the carrying values of the Group's financial assets and liabilities are a reasonable estimate of their fair values.

 

Business receivables and payables

 

Business receivables and payables are initially measured at fair value, subsequently measured at amortised cost and, where material, discounted to reflect the time value of money. If there is objective evidence that the recoverability of an asset is at risk, appropriate allowances for any estimated irrecoverable amounts are recognised in the income statement.

 

Cash and cash equivalents and Money Market Fund investments

 

Cash and cash equivalents comprise cash in hand, deposits held at call with banks and financial institutions and other highly liquid investments with original maturities of ninety-five days or less. Money Market Fund investments are short-term equity investments held with mutual funds that invest in the "money markets".

 

Equity instruments

 

Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

Finance income

 

Finance income includes interest receivable on funds invested.

Borrowings and finance charges

 

Borrowings are initially recognised at their fair value, net of any transaction costs directly attributable to their issue. Subsequently, loans are carried at their amortised value using the 'effective interest method', which spreads the interest expense over the period to maturity at a constant rate on the balance of the liability carried in the balance sheet for the relevant period.

Finance charges are accounted for on an accruals basis using the effective interest method and are added to the carrying amount of the loan instrument to the extent that they are not settled in the period in which they arise.

Derivative financial instruments

 

Derivative financial instruments are used to minimise the exposure of the Group to cash flow risks arising from interest rate fluctuations. Derivatives are initially recognised at fair value on the date on which the derivative contract is entered into. Derivatives are re-measured to fair value at each published balance sheet date.

 

Derivatives are classified either as derivatives in effective hedges or held for trading. It is anticipated that, generally, hedges will be 'highly effective' within the meaning of IAS 39 and that the criteria necessary for applying hedge accounting will be met. Hedges are assessed on an ongoing basis to ensure they remain effective.

 

The gains or losses arising on the re-measurement to fair value of the portion of derivative financial instruments that qualify as effective hedges of cash flow interest rate risk are recognised directly in other comprehensive income. The gains or losses on the portion of derivative financial instruments deemed as ineffective are recognised in the income statement.

 

Provisions

 

A provision is recognised when a legal or constructive obligation exists as a result of an event that has occurred prior to the balance sheet date and where it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are measured at the best estimate of the expenditure required to settle that obligation as at the balance sheet date, and will be discounted to present value if the effect is material.

 

Distributions

 

Distributions on equity shares will be recognised when they become legally payable.

Management fees and incentive arrangement payments

 

Management fees and incentive arrangement payments are recognised in the income statement in the period to which they relate. Amounts that are reasonably likely to become payable in the future will be provided for in the financial statements and balances will be discounted to reflect the deferred nature of the payment.

 

Tax

 

Tax is included in the income statement except to the extent that it relates to items recognised directly in equity, in which case the related tax is recognised in equity.

Current tax is the expected tax payable on taxable income for the reporting period, using tax rates enacted or substantively enacted at the balance sheet date, together with any adjustment in respect of previous periods.

 

Deferred tax is provided for using the balance sheet liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. If applicable to any financial period, the tax effect of the following differences will not be provided for:

the initial recognition of goodwill;

goodwill for which amortisation is not tax deductible;

the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and

investments in subsidiaries, associates and jointly controlled entities where the Group is expected to be able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.

 

The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates that are expected to apply in the period in which the liability is to be settled or the asset is to be realised.

 

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised.

 

3

Segmental information

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

 

The Board, which is considered to be the chief operating decision maker of the Group, receives quarterly management accounts which are prepared on a basis that aggregates the performance of all properties and focuses on total returns on shareholders' equity.

 

For the year ended 30 September 2011, 13% of the Group's gross rental income was receivable from one tenant (period to 30 September 2010: 42%, reflecting the fact that properties were acquired at varying times during that period).

4

Operating profit / (loss)

Year ended

27 August 2009 to

30 September

30 September

2011

 2010

£

£

Operating profit / (loss) is stated after charging:

Investment Manager's fees

3,120,007

1,425,280

Directors' fees

245,000

252,888

Auditors' remuneration:

- audit of the Group and Company Financial Statements

71,000

60,000

- audit of a subsidiary undertaking

9,000

8,000

- review of the Company's Interim Report

20,000

17,500

- fees for other non-audit services

20,350

11,500

Included in the auditors' remuneration expensed in the income statement for other non-audit services was £10,000 (30 September 2010: £nil) for a review of internal controls and processes. In addition, £25,000 (30 September 2010: £150,502) was paid to the auditors in relation to services provided in connection with equity fundraising. The equity fundraising costs have been treated as share issue costs and charged directly to the stated capital reserve.

 

The Group has no employees.

Fees payable to the Directors in the year were as follows:

Year ended

27 August 2009 to

30 September

30 September

2011

 2010

£

£

Phil Wrigley

75,000

77,414

Steve Webb

40,000

41,288

Danny Kitchen

50,000

51,610

Alastair Irvine

40,000

41,288

George Baird

40,000

41,288

Total charged to the income statement

245,000

252,888

5

Operating leases

The Group enters into operating leases with tenants on its investment properties.

Future minimum rents receivable under non-cancellable operating leases as at 30 September 2011 are set out in the table below. The rents receivable shown in the table are calculated on the assumption that any tenant with a break option chooses to exercise that option.

 

Leases are generally for fixed terms of between 5 and 15 years and include periodic rent reviews and may include tenant and / or landlord break options.

As at

As at

30 September

30 September

2011

2010

£

£

Minimum rents receivable:

 within one year

3,996,780

2,199,845

 in two to five years

15,785,726

6,944,560

 in more than five years

24,160,971

12,578,137

43,943,477

21,722,542

6

Finance income and costs

Year ended

27 August 2009 to

30 September

30 September

Recognised in the income statement:

2011

 2010

£

£

Finance income:

Interest on cash deposits

432,469

510,926

Finance costs:

Bank interest and charges

(662,259)

-

Amortisation of capitalised finance costs

(54,731)

-

Change in fair value of derivative financial instruments

outside hedge accounting designation

(124,647)

(1,546,564)

Hedging reserve recycling

39,167

-

Total finance costs in income statement

(802,470)

(1,546,564)

Net finance costs recognised in income statement

(370,001)

(1,035,638)

Year ended

27 August 2009 to

30 September

30 September

Recognised in other comprehensive income:

2011

 2010

£

£

Losses recognised on the market value adjustment

of the effective element of interest rate derivatives

(572,853)

-

Hedging reserve recycling

(39,167)

-

Net finance costs recognised in other comprehensive income

(612,020)

-

Net finance costs recognised in the income statement analysed by the categories of financial assets and liability shown in note 14c are as follows:

Year ended

27 August 2009 to

30 September

30 September

2011

 2010

£

£

Cash and Money Market Fund investments

432,469

510,926

Bank loans (secured)

(716,990)

-

Derivative financial instruments

(85,480)

(1,546,564)

(370,001)

(1,035,638)

Sensitivity to changes in interest rates:

 

A 1% increase or decrease in LIBOR would have the following maximum effects on the Group's results:

Year ended

27 August 2009 to

30 September

30 September

2011

 2010

£

£

Effect on profit / (loss) before tax

361,178

n/a

Effect on other comprehensive income

18,382

n/a

Total effect on equity

379,560

n/a

The average interest rate incurred by the Group on its bank borrowings in the year, including the effects of hedging arrangements and all lender's margins but excluding amortisation of loan issue costs was 4.1% (2010: n/a).

Further information about the derivative financial instruments, including details of their valuation at the balance sheet date, is included in note 14.

 

7

Taxation

Year ended

27 August 2009 to

30 September

30 September

2011

 2010

£

£

The tax charge for the year recognised in the income statement comprises:

Current tax on results for the year

173,337

34,343

Change in deferred tax in the year

(17,096)

-

156,241

34,343

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

Year ended

27 August 2009 to

30 September

30 September

2011

 2010

£

£

Profit / (loss) before tax

19,188,239

(1,647,080)

Profit / (loss) before tax at the standard rate of income tax

 in the UK of 20%

3,837,648

(329,416)

Adjusted for the effects of:

Expenses not deductible for tax

794,312

685,844

Tax adjustment in respect of fair value adjustment

 to derivative financial instruments

(17,096)

-

Investment property revaluation surplus not subject to tax

(3,852,474)

(51,957)

Income not subject to tax

(99,960)

(102,185)

Deduction for allowable financing costs

(563,648)

(191,278)

Capital allowances claimed

(19,947)

-

Losses carried forward

77,406

23,335

Tax charge for the year recognised in the income statement

156,241

34,343

The Group has revenue related losses of £503,710 (30 September 2010: £116,675) available to carry forward to utilise against applicable future revenue profits, for which no deferred tax asset is currently recognised.

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%.

Year ended

27 August 2009 to

30 September

30 September

2011

 2010

Deferred tax asset

£

£

At the start of the year

-

-

Tax on interest rate derivative adjustment credited to other

comprehensive income

122,404

-

Tax on interest rate derivative adjustment credited to the

income statement

17,096

-

At the end of the year

139,500

-

8

Earnings / (loss) per share

Earnings / (loss) per share is calculated on a weighted average of 184,529,364 (2010: 120,734,012) ordinary shares in issue for the year (2010: period from the Company's listing on 23 October 2009 to 30 September 2010) and is based on earnings attributable to shareholders for the year of £19,031,998 (2010: loss of £1,681,423).

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.

The European Public Real Estate Association ("EPRA") has issued guidelines aimed at providing a measure of earnings per share designed to present underlying earnings from core operating activities only. The adjusted EPRA earnings per share figure is calculated as follows:

Year ended 30 September

27 August 2009 to 30 September

2011

 2010

£

Pence per share

£

Pence per share

Basic earnings / (loss) per the income statement

19,031,998

10.31

(1,681,423)

(1.39)

Adjustments:

Investment property revaluation

movements

(19,089,862)

(10.35)

(259,783)

(0.22)

Market value adjustment of interest

rate derivatives, net of tax

68,384

0.04

1,546,564

1.00

EPRA earnings / (loss)

10,520

0.00

(394,642)

(0.61)

9

Investment properties

£

At 30 September 2010

93,000,000

Additions

82,700,170

Revaluation surplus

19,089,862

Carrying value at 30 September 2011

194,790,032

Adjustment for rents recognised in advance

172,497

Total Group property portfolio valuation at 30 September 2011

194,962,529

Movements in the prior period were as follows:

£

At incorporation

-

Additions

92,740,217

Revaluation surplus

259,783

Carrying value at 30 September 2010

93,000,000

At 30 September 2011, the majority of the Group's investment properties were valued by Jones Lang LaSalle Limited, Chartered Surveyors, on a fixed fee basis, in their capacity as external valuer. The total external valuation of these properties at 30 September 2011 is £182,800,000 (30 September 2010: £93,000,000). The carrying value of these properties includes a further £4,630,174 (2010: £nil) in respect of mostly accrued land acquisition costs which were not treated as part of the historical cost of the relevant properties in determining the external valuation. The external valuer's' valuation was undertaken in accordance with the Royal Institution of Chartered Surveyors' Valuation Standards Seventh Edition on the basis of market value. Market value represents the estimated amount for which a property would be expected to exchange at the date of valuation between a willing buyer and a willing seller in an arm's length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.

Costs to complete of £3,999,632 (2010: £nil) have been offset against the external valuation.

 

Properties that were acquired by the Group on 18 August 2011 at a cost of £882,185 and on 29 September 2011 at a cost of £10,649,802 are carried at the Directors' total valuation of £11,531,987 as at 30 September 2011.

The historic cost of the Group's investment properties as at 30 September 2011 was £175,440,387 (30 September 2010: £92,740,217).

10

Business and other receivables

As at

As at

30 September

30 September

2011

2010

£

£

Business receivables

878,247

665,375

Prepayments and accrued income

1,828,294

268,315

Interest receivable

45,000

26,768

Other receivables

2,322,766

1,191,692

5,074,307

2,152,150

Substantially all receivables included in the above amounts are due within one year. No business receivables are past their due date or impaired.

11

Cash and cash equivalents and Money Market Fund investments

As at

As at

30 September

30 September

2011

2010

£

£

Money Market Fund investments

19,164,395

7,504,620

Cash and cash equivalents

93,568,981

45,020,822

112,733,376

52,525,442

The Money Market Fund investment is an investment in a liquidity fund with instant access and is therefore disclosed in the balance sheet as a current asset investment.

Included within the Group's cash and cash equivalents balance as at 30 September 2011 is £775,799 (30 September 2010: n/a) in bank accounts held as security by the provider of the secured bank debt.

12

Business and other payables

As at

As at

30 September

30 September

2011

2010

£

£

Business payables

1,335,789

315,783

Rents received in advance

1,045,047

745,243

Other creditors

194,943

518,207

Accruals and other amounts payable

9,359,425

162,936

11,935,204

1,742,169

Accruals and other amounts payable includes £8,965,565 (2010: £nil) of costs included as additions to the Group's investment properties in the year.

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

13

Borrowings

As at

As at

30 September

30 September

2011

2010

£

£

Bank loans (secured)

25,542,805

-

On 11 February 2011 a group entity entered into an agreement with Deutsche Hypothekenbank (Actien-Gesellschaft) for a five year debt facility. A loan amounting to £25,950,000 was drawn on 17 February 2011, secured against certain investment properties held within a ring-fenced sub-group beyond which the loan is non-recourse. The loan to value financial covenant is 70%. At the balance sheet date the secured properties have been externally valued at £51,000,000. The loan is due for repayment on 30 April 2016 with only interest payable, subject to covenant compliance, until the repayment date.

There have been no defaults or other breaches of financial covenants under the terms of the loan agreement during the current year, or in the period since the balance sheet date.

The Group has no undrawn, committed borrowing facilities at 30 September 2011 (2010: £nil).

There was no difference between the book value and the fair value of the borrowings disclosed above.

14

Financial instruments and risk management

a) Derivative financial liabilities

On 22 February 2011, the Group entered into an interest rate swap and floor to provide protection against interest rate fluctuations in respect of the Group's bank borrowings set out in note 13. The following table provides a summary of the instruments and their fair values at 30 September 2011.

Market value

Market value

Notional

Protected

30 September 2011

30 September 2010

amount

rate

Expiry

£

£

£

%

Non-amortising swap

£25.95m

3.25%

31 January 2015

(1,761,584)

n/a

Non-amortising floor

£25.95m

2.28%

31 January 2015

1,064,084

n/a

 

 

The total movement in the valuation of interest rate derivatives during the year of £697,500 has been split and charged to the income statement and the statement of other comprehensive income as appropriate, as set out in note 6. The intrinsic value portion of their net position (being an interest rate capped at 3.25% if LIBOR was at 2.28%) is designated as the hedging instrument for hedge accounting purposes with movements thereon recognised in other comprehensive income.

All interest rate derivative financial instruments have been fair valued by reference to interbank bid market rates as at the close of business on 30 September 2011 by J.C. Rathbone Associates Limited and include the full LIBOR basis spread.

 

All derivative financial instruments are classed as 'level 2' as defined in IFRS 7 as their fair value measurements derive from inputs that are observable either directly or indirectly, rather than from quoted prices in active markets for identical assets and liabilities.

 

Derivative financial instruments are categorised as follows:

Total

£

Liabilities falling due:

In less than one year

248,965

In more than one year

448,535

697,500

The market values of hedging instruments change constantly with interest rate fluctuations, but the exposure of the Group to movements in interest rates is protected by way of the hedging products listed above. These valuations do not necessarily reflect the cost or gain to the Group of cancelling its interest rate protection, which is generally a marginally higher cost or smaller gain than a market valuation.

Note 19 contains details of a forward interest rate swap entered into by the Group after the balance sheet date. This interest rate swap has been entered into in anticipation of the hedging needs for future investment, taking advantage of historically low current pricing for such instruments.

 

b) Derivative financial assets

On 8 January 2010, the Group entered into four purchaser swaptions in order to protect the Group against potential future interest rate rises. The following table provides a summary of the purchaser swaptions, all of which expired in the year.

 Option exercise

Swap

Notional

date and swap

Swap

strike rate

Premium

amount

start date

end date

%

paid

£25m

1 October 2010

(expired)

1 July 2014

3.38

421,000

£25m

1 January 2011

(expired)

1 July 2014

3.71

382,000

£25m

1 April 2011

(expired)

1 July 2014

3.71

447,000

The valuation of the purchaser swaptions at 30 September 2010 was £1,436. All amounts have now been expensed to the income statement in respect of these swaptions.

c) Categories of financial instruments

As at

As at

30 September

30 September

2011

2010

Financial assets

£

£

Current assets:

Money Market Fund Investments

19,164,395

7,504,620

Cash and cash equivalents

93,568,981

45,020,822

Business receivables

878,247

665,375

Interest receivable

45,000

26,768

Derivative financial assets

-

1,436

Other receivables

2,283,330

996,097

115,939,953

54,215,118

As at

As at

30 September

30 September

2011

2010

£

£

Financial liabilities

Current liabilities:

Business payables

1,335,789

315,783

Other creditors

171,457

508,792

Derivative financial instruments

248,965

-

Accruals and other amounts payable

9,359,425

162,936

11,115,636

987,511

Non-current liabilities:

Bank loans (secured)

25,542,805

-

Derivative financial instruments

448,535

-

37,106,976

987,511

All financial assets and liabilities are measured at amortised cost, except for derivative financial instruments and Money Market Fund investments, which are measured at fair value.

 

d) Financial risk management

 

Through the Group's operations and use of debt financing it is exposed to a variety of risks. The Group's financial risk management objectives are to minimise the effect of these risks by, for example, using derivative financial instruments to mitigate interest rate risk. Such instruments are not utilised for speculative purposes. The Board provides guidelines on the acceptable levels of interest rate risk, credit risk and liquidity risk and the use of any derivatives is pre-approved by the Board.

 

The principal financial risks that are considered to be potentially material to the Group and the policies that it has in place to manage these risks are summarised below:

 

i) Liquidity risk

 

Liquidity risk arises from the Group's management of working capital and the finance charges and principal repayments on its debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.

 

The Board utilises quarterly budgets and forecasts to make an assessment of the resources that are expected to be available to the Group to meet its liabilities when they fall due.

The Group ensures that surplus cash is managed with the following objectives: (i) to ensure efficient cash and liquidity management; (ii) to deliver appropriate returns on all surplus funds having regard to the Group's policy not to expose cash to significant risk; and (iii) to limit exposures through counterparty diversification.

Generally returns on cash deposits reflect the notice period required to release the deposit back to the Group. With that in mind the Group holds cash with various institutions at varying dates of maturity.

The following table shows the maturity analysis for financial liabilities and their effective interest rates, where applicable. The table has been drawn up based on undiscounted cash flows, including future interest payments, based on the earliest repayment date.

 

Year ended 30 September 2011

Between

Financial liabilities

Effective interest rate

Less than one year

1 and 5 years

Total

£

£

£

Business payables

1,335,789

-

1,335,789

Borrowings

 

 

 

5.10%

1,327,076

30,692,665

32,019,741

Derivative financial instruments

248,965

448,535

697,500

Accruals and other amounts payable

9,359,425

-

9,359,425

12,271,255

31,141,200

43,412,455

Period ended 30 September 2010

Between

Financial liabilities

Effective interest rate

Less than one year

1 and 5 years

Total

£

£

£

Business payables

315,783

-

315,783

Borrowings

 

n/a

-

-

-

Derivative financial instruments

-

-

-

Accruals and other amounts payable

162,936

-

162,936

478,719

-

478,719

ii) Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its investment property leasing activities and from its financing activities, including deposits with banks and other financial institutions and derivatives.

The credit risk on cash balances and short-term deposits is limited because the counterparties are typically banks with credit ratings of AA- or higher or that have substantial UK government backing. As at the year end deposits were spread across 7 (30 September 2010: 8) different banks. The credit ratings of the banks are monitored by J.C. Rathbone Associates Limited and reported to the Board at least quarterly with changes made as necessary to manage risk. The Board does not consider that there is a significant concentration of counterparty risk.

Rigorous credit control procedures are applied to facilitate recovery of business receivables. The majority of tenant leases are long-term contracts with rents payable quarterly in advance. Prospective tenants are assessed according to the Group's credit criteria prior to entering into lease agreements. Penal interest is charged on outstanding rents in accordance with the applicable lease terms and legal action would be taken to recover any substantial arrears.

 

The credit risk relating to counterparties transacting with the Group for property acquisitions and disposals is managed through appropriate contractual protection in the relevant agreements.

 

iii) Market risk - interest rate risk

 

Market risk arises from the Group's use of debt financing. It is the risk that the future cash flows of a financial instrument will fluctuate because of changes in interest rates.

The Group is exposed to cash flow interest rate risk from its variable rate borrowings. As described above, the Group uses interest rate hedging products such as swaps and floors in order to mitigate this risk.

The Group's derivative financial instruments in use at the balance sheet date are described in section a) of this note and the Group's sensitivity to changes in interest rates is considered in note 6.

 

iv) Capital risk management

 

The Group's total capital comprises net debt (which principally consists of the borrowings disclosed in note 13 less the cash and cash equivalents and Money Market Fund investments disclosed in note 11) and equity attributable to equity holders of the Company (stated capital, retained earnings and the hedging reserve). The Group monitors its capital with reference to committed expenditure with the primary objective of safeguarding its ability to continue to operate as a going concern whilst complying with its banking covenants. Borrowings are secured on specific properties and, as referred to in note 13, are non-recourse to the Group as a whole.

The Group's ongoing monitoring of its capital structure and in particular the specific financing required for each of its individual capital projects allows it to quickly identify funding needs and thereby facilitates in the securing of any necessary further debt finance.

 

The Group is not subject to any external capital requirements.

15

Stated capital

At 30 September 2011 the Company has issued a total of 254,099,895 (30 September 2010: 154,907,536) ordinary shares of no par value for a total cash consideration of £266,359,124 (30 September 2010: £153,279,835). In arriving at the stated capital of the Company of £257,501,358 (30 September 2010: £147,583,939), total share issue costs of £8,857,766 (30 September 2010: £5,695,896) have been deducted from this amount.

Analysis of share capital:

The Company has an unlimited authorised share capital of no par value.

Issued and fully paid - ordinary shares of no par value

Number

Paid (£)

At 1 October 2010

154,907,536

153,279,835

Shares issued on 14 June 2011

99,192,359

113,079,289

At 30 September 2011

254,099,895

266,359,124

Issue costs

At 1 October 2010

(5,695,896)

Share issue costs in the year

(3,161,870)

At 30 September 2011

(8,857,766)

Stated capital per the balance sheet

257,501,358

On 14 June 2011, a further 99,192,359 shares were issued for cash, pursuant to a placing, at the placing price of 114p per share. Issue costs were £3,161,870.

16

Reserves

The Group Statement of Changes in Equity is shown as a primary financial statement.

The nature and purpose of each reserve within equity is as follows:

Stated capital: This represents the proceeds on the issue of shares, net of issue costs.

 

Hedging reserve: This represents the change in the intrinsic value of interest rate derivative financial instruments, being the effective portion of such instruments, net of any deferred tax.

 

Retained earnings / (loss): This represents the cumulative profits and losses recognised in the income statement.

 

17

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.

The European Public Real Estate Association ("EPRA") has issued guidelines aimed at providing a measure of net asset value ("NAV") on the basis of long term fair values. The EPRA measure excludes items that it considers have no impact in the long term, such as the fair value of derivative financial instruments and deferred tax balances. The Group's EPRA NAV is calculated as follows:

As at

As at

30 September 2011

30 September 2010

£

Pence per share

£

Pence per share

Basic NAV

274,362,317

107.97

145,902,516

94.19

Adjustments:

Fair value of derivative

financial instruments

697,500

0.27

1,546,564

1.00

Deferred tax balances

(139,500)

(0.05)

-

-

EPRA NAV

274,920,317

108.19

147,449,080

95.19

18

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

As at

As at

30 September

30 September

2011

2010

Number

Number

Phil Wrigley

447,748

272,962

Steve Webb

111,938

68,241

Danny Kitchen

467,927

380,208

Alastair Irvine

2,968,750

2,968,750

The interests disclosed above include both direct and indirect interests in shares.

The group headed by LXB3 Partners LLP, which includes LXB Manager LLP and its wholly owned subsidiaries, LXBRP GP Limited and LXB DH Limited, is a related party of the Company. LXB Manager LLP is the Investment Manager to the Group. LXBRP GP Limited and LXB DH Limited act as the sole corporate general partners of LXB Retail Properties Fund LP and LXB DH LP respectively, which are significant, indirectly controlled, subsidiaries of the Company (see the paragraph headed "subsidiary entities" below). At 30 September 2011, LXB3 Partners LLP and its members held an aggregate total of 12,902,982 (30 September 2010: 13,563,335) shares in the Company.

 

There have been no changes to any of the above shareholdings between 30 September 2011 and the date of this report.

 

Fees

 

Directors' fees of £245,000 (30 September 2010: £252,888) were payable for the year ended 30 September 2011 (note 4). As at 30 September 2011, £61,250 (30 September 2010: £61,250) of fees remained outstanding and are included within accruals and other amounts payable (note 12).

 

Management fees of £3,120,007 (30 September 2010 £1,425,280) were payable to the group headed by LXB3 Partners LLP by the Group in respect of the year ended 30 September 2011, of which £nil was outstanding at the year end (2010: £475,293 net of VAT and included within business and other payables (note 12)).

 

The Investment Manager, LXB Manager LLP, is under the terms of the Investment Advisory Agreement, permitted to recharge certain costs and expenses incurred in the discharge of its duties. During the year it has recharged costs totalling £43,151 (30 September 2010: £nil).

Subsidiary entities

 

LXB Retail Properties Plc is the ultimate controlling party of its subsidiary entities.

All of the Group's investment properties are held by entities that are either direct or indirect subsidiary undertakings of LXB Retail Properties Fund LP ("the Fund").

The consolidated financial statements include the financial statements of the Company and the following principal subsidiary entities, all of which are wholly-owned unless otherwise stated:

Entity

Country of incorporation

Nature of business

Appointment and removal

of members of the investment committee

LXBRP CommCo Limited *

Jersey

LXBRP LP Limited *

Jersey

Limited partner

LXB Retail Properties Fund LP**

Scotland

Intermediate holding entity

LXBRP TreasuryCo Limited

Jersey

Treasury operations

LXB DH Borrower Limited

Jersey

Treasury operations and group finance

LXB DH LP***

Scotland

Intermediate holding entity

LXBRP (Acquisitions) Limited

Jersey

Property investment

LXB RP (Ayr 1) Limited

Jersey

Property investment

LXB RP (Ayr BP) Limited

Jersey

Property investment

LXB RP (Ayr Holdings) Limited

Jersey

Intermediate holding entity

LXB RP (Ayr Retail) Limited

Jersey

Property investment

LXB RP (Banbury) Limited

Jersey

Property investment

LXB RP (Biggleswade) Limited

Jersey

Property investment

LXB RP (Biggleswade 2) Limited

Jersey

Property investment

LXB RP (Denbigh) Limited

Jersey

Property investment

Drewkai Properties Limited

Jersey

Property investment

LXB RP (Gloucester) Limited

Jersey

Property investment

LXB RP (Greenwich) Limited

Jersey

Property investment

LXB RP (Greenwich 2) Limited

Jersey

Property investment

LXB RP (Greenwich 3) Limited

Jersey

Property investment

LXB RP (Greenwich 4) Limited

Jersey

Property investment

LXB RP (Greenwich 5) Limited

Jersey

Property investment

LXB RP (Greenwich 6) Limited

Jersey

Property investment

LXB RP (Rushden) Limited

Jersey

Property investment

LXB RP (Rushden 2) Limited

Jersey

Property investment

LXB RP (Sheppey) Limited

Jersey

Property investment

LXB RP (Stafford) Limited

Jersey

Property investment

LXB RP (Sutton) Limited

Jersey

Property investment

Threejack Properties Limited

Jersey

Property investment

LXB RP (No. 11) Limited

Jersey

Property investment

LXB RP (No.19) Limited

Jersey

Property development

LXB RP (No. 26) Limited

Jersey

Property investment

* LXBRP CommCo Limited and LXBRP LP Limited are directly owned by LXB Retail Properties Plc. All other entities are indirectly owned.

** LXB3 Partners LLP and LXBRP GP Limited (see the paragraph headed "Interests in shares" above) have partnership interests in LXB Retail Properties Fund LP ("the Fund") with LXB3 Partners LLP being entitled to certain incentives that may become payable, as described below. The Group has the power, indirectly, to govern the financial and operating policies of the Fund so as to benefit from its activities as a result of having the authority to appoint and remove members of the Investment Committee. The Investment Committee, which has approval rights over all significant matters pertaining to the business of the Fund, was originally constituted as a committee of LXBRP GP Limited. On 11 January 2011, the Investment Committee was reconstituted as a committee of the Fund. The registered office of the Fund is 15 Atholl Crescent, Edinburgh, EH3 8HA. Advantage has been taken of the exemption conferred by regulation 7 of the Partnership (Accounts) Regulations 2008 in presenting information about the Fund.

 

*** LXB DH Limited (see the paragraph headed "Interests in shares" above) has a partnership interest in LXB DH LP but is not entitled to any profit share.

Incentives - carried interest arrangements with LXB3 Partners LLP

 

At a future date, when the £257,501,358 of net funds raised from the share issues to date (being the stated capital of the Company, as disclosed in note 15, less £148,189 (30 September 2010: £134,764) of share issue related costs expensed in the income statement to date) have been returned in cash to shareholders (assuming no further share issues), cash returns over and above that figure may ultimately be shared between shareholders (80%) and LXB3 Partners LLP (20%), subject to shareholders having first received the net proceeds of all share issues in cash together with a 12% per annum preferred return thereon (together referred to as "the cumulative hurdle amount" as at the relevant reporting date).

As the net assets of the Group are less than the cumulative hurdle amount as at 30 September 2011, no provision for future incentive payments has been recognised in these financial statements.

Other transactions

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation.

19

Post balance sheet events

On 11 October 2011, LXBRP TreasuryCo Ltd, a group undertaking, entered into a pay LIBOR receive fixed 1.6675% on a notional amount of £100m interest rate swap facility with the Royal Bank of Scotland Plc effective from 25 March 2013 until 25 September 2015. See note 14 for further information.

 

On 17 November 2011, the Group acquired the Andrews Sykes unit in Gallions Road, Greenwich, completing the Group's land assembly requirements for the delivery of the foodstore pre-let to Sainsbury's earlier in the year. As part of the acquisition deal, the Group disposed of its site at 5 Peninsular Park Way, Greenwich to the Andrews Sykes Group. The Group's net cash outflow from undertaking these transactions was £1.08m.

Glossary

AIM

The Alternative Investment Market of the London Stock Exchange.

CISX

The Daily Official List of the Channel Islands Stock Exchange.

EPRA

European Public Real Estate Association.

EPRA EPS

An adjusted measure of earnings per share designed by EPRA to present underlying earnings from core operating activities only.

EPRA NAV

An adjusted measure of net asset value designed by EPRA to present net asset value excluding the effects of changes in value of financial instruments held for long term benefit, and the deferred tax effects of those changes.

EPS

Earnings per share, calculated as earnings after tax divided by the weighted average number of shares in issue in the year.

Investment Advisory Agreement

 

The agreement between LXBRP GP Limited, the General Partner of LXB Retail Properties Fund LP, and LXB Manager LLP under which LXB Manager LLP provides investment advice to the Group.

Investment Manager

LXB Manager LLP.

LIBOR

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

NAV

Net asset value.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FR EAEFPAAXFFAF
Date   Source Headline
23rd May 20197:30 amRNSSuspension - LXB Retail Properties Plc
21st May 20191:45 pmRNSDissolution Order & Dissolution Return of Capital
20th May 20195:30 pmRNSLXB Retail Properties
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10th May 20194:40 pmRNSSecond Price Monitoring Extn
10th May 20194:35 pmRNSPrice Monitoring Extension
30th Apr 20192:15 pmRNSDissolution Return of Capital update
30th Apr 201912:07 pmRNSSecond Price Monitoring Extn
30th Apr 201912:02 pmRNSPrice Monitoring Extension
29th Apr 20194:36 pmRNSPrice Monitoring Extension
23rd Apr 20194:36 pmRNSPrice Monitoring Extension
18th Apr 20194:00 pmRNSCourt Dissolution Hearing and NAV update
27th Mar 20197:00 amRNSResults of Meetings
21st Mar 20194:40 pmRNSSecond Price Monitoring Extn
21st Mar 20194:35 pmRNSPrice Monitoring Extension
4th Mar 20197:00 amRNSProposed Company Dissolution
26th Feb 20197:00 amRNSFull Year Results
20th Feb 20195:40 pmRNSReturn of Cash Announcement
19th Feb 20194:45 pmRNSFurther Return of Cash
3rd Jan 20194:35 pmRNSPrice Monitoring Extension
21st Dec 20183:30 pmRNSDisposal of Investment at Sutton
20th Dec 20185:30 pmRNSReturn of Cash Announcement
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5th Oct 20184:30 pmRNSUpdate on Biggleswade
7th Sep 20182:30 pmRNSDisposal of Leisure Investment at Stafford
29th Aug 20185:45 pmRNSNOTIFICATION OF MAJOR HOLDINGS
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14th Aug 20183:30 pmRNSFurther Return of Cash
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4th Jul 20182:00 pmRNSPDMR Notification
3rd Jul 20185:00 pmRNSReturn of Cash Announcement
3rd Jul 20185:00 pmRNSPublication of Interim Report and Accounts
29th Jun 20187:00 amRNSInterim Results
11th Jun 20181:45 pmRNSUpdate on Return of Cash
26th Mar 20189:00 amRNSPortfolio update
16th Mar 20182:00 pmRNSCourt sanction of scheme of arrangement
27th Feb 20184:00 pmRNSResult of Annual General Meeting
27th Feb 20184:00 pmRNSResult of Court Meeting
19th Feb 201812:30 pmRNSNOTIFICATION OF MAJOR HOLDINGS
7th Feb 201810:00 amRNSClarification of blue proxy return date
5th Feb 201811:00 amRNSNotification of Major Holdings
5th Feb 20187:00 amRNSCourt Scheme, Returns of Cash & AGM
22nd Dec 20177:00 amRNSDisposals at Stafford & further lettings

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