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9 Oct 2008 14:25
AXA Property Trust Limited
Annual Financial Report Announcement
Annual Report and Financial Statements for the year ended 30 June 2008
AXA Property Trust Limited is a closed-ended Guernsey registered investment company listed on the London Stock Exchange.
The investment objective of the Company is to secure attractive total returns for shareholders through a combination of dividends and capital appreciation from European properties (including the United Kingdom).
The Company aims to achieve its investment objective through a policy of investing in commercial properties across Europe (including the United Kingdom) which are predominantly freehold (or its equivalent) and in the following segments of the commercial property market: offices, retail (both in and out of town), industrial and 'other' sectors, including leisure and hotels.
Residential investments are not considered except where they form a small part of a larger commercial investment. The Company will not acquire any interests in properties which are in the course of construction unless pre-letting agreements exists in respect of at least 80% of the surface area of the relevant property.
The Company may invest in properties through joint ventures if the terms of any such joint ventures effectively allow it to trigger a disposal of the underlying properties held through the joint ventures or to dispose of its interest in the joint ventures at a time of the Company's choice. The Company will not invest in other investment companies.
Investment decisions are based on analysis of, amongst other criteria, prospects for future capital and income growth, sector and geographic prospects, tenant covenant strength, lease length and initial and equivalent yields.
Financial Highlights and Performance Summary
Financial Highlights for the year to 30 June 2008
Total return on Net Asset Value (NAV) was 18.8%
NAV per share increased by 14.8%
Earnings per share were 3.8 pence per share
Cumulative dividends paid relating to the year were 4.0 pence per share
Total Expense Ratio of 1.9% (2007: 2.1%)(Note 1)
as at 30 June 2008
Share price was 71.0 pence per share (30 June 2007: 99.75 pence)
Gearing (Note 3) maintained at relatively low level of 45.0% (47.6% including Porto Kali investment on a "look through" basis)
Performance Summary
| Year ended 30 June 2008 | Year ended 30 June 2007 | % change | |
| Net Asset Value (NAV) (£000) | 114,797 | 99,979 | 14.8% |
| NAV per share | 114.80p | 99.98p | 14.8% |
| Earnings per share | 3.83p | 7.95p | (51.9%) |
| Dividend paid in the year | 4.00p | 4.70p | (14.9%) |
| Share price (Note 2) | 71.00 p | 99.75p | (28.8%) |
| Share price discount to NAV | 38.2% | 0.2% | n/a |
| Gearing (Note 3) | 45.0% | 35.6% | n/a |
| Total assets less current liabilities (£000) | 194,183 | 150,974 | 28.6% |
| Total Return | Year ended 30 June 2008 |
| NAV Total Return | 18.8% |
| Share Price total Return |
|
| AXA Property Trust | (25.5%) |
| FTSE All Share Index | (12.8%) |
| FTSE Real Estate Index | (39.1%) |
Past performance is not a guide to future performance
Note 1: Total Expense Ratio calculation based on guidelines of INREV (European Association for Investors in of Non-Listed Real Estates Vehicles). Acquisition and formation costs are amortised over five years for the purposes of the Total Expense Ratio.
Note 2: Mid market share price (source: Datastream)
Note 3: Gearing is calculated as bank debt/property portfolio excluding Porto Kali investment
Source: AXA Investment Managers UK Limited and Datastream
Chairman's Statement
AXA Property Trust Limited has continued to provide Net Asset Value growth and a stable dividend during the year to 30 June 2008. The nature of the Company's core property portfolio and prudent gearing have meant it is better placed to weather the current difficult market conditions.
Results
The Company generated a consolidated net profit of £3.8 million for the year to 30 June 2008. This is after taking account of a fall in the independent portfolio valuation over the year of £1.1 million (-0.7%), to £162.2 million, as at 30 June 2008. Excluding this net revaluation loss, after deferred tax and other capital items, net profit was £4.5 million.
The net rental yield on valuation was 6.4%. A detailed yield analysis based on cost is included in the Investment Manager's Report. The income stream is well secured both in terms of tenant covenant and duration, with an average unexpired weighted lease length of 6.4 years.
Net Asset Value at 30 June 2008 was £114.80 million (114.80 pence per ordinary share). Over the 12 month period, the Sterling/Euro exchange rate moved in the Company's favour, resulting in translation gains of £17.1 million. In the previous financial year to 30 June 2007, adverse movements in the exchange rate reduced Net Asset Value by £2.6 million. With regard to this volatility of exchange rates, in the first half of 2008 the Board "locked in" some of the translation gains through net investment ("Euro equity") hedging. This feature of the Company's risk management is outlined in the Investment Manager's Report.
Dividend
The Board has approved four quarterly interim dividends in respect of the financial year to 30 June 2008. The fourth dividend was paid on 29 August 2008. Each dividend amounted to 1 pence per share, giving a dividend yield of 4.0% per annum on the issue price and 5.6% on the mid market share price at 30 June 2008. For the year to 30 June 2008, the dividends declared were 113.1% covered by "revenue" profit (profit excluding capital items). Please note that past performance is not a guide to future returns.
Prospects
Your Company benefits from its ownership of property concentrated in Germany, holdings with a strong tenant covenant and income flow profile. In contrast to some of its peers, Net Asset Value has been relatively stable during the year. Although AXA Real Estate Investment Management UK Limited (the "Real Estate Adviser") believes there will be continued market pricing corrections in sectors of the Continental markets, particularly secondary property and Eastern Europe, core retail and retail-related sectors in the stronger economies are expected to be more resilient. In spite of a more negative outlook than hitherto, it still believes that valuations in the main Continental markets are unlikely to suffer the same level of reduction as that seen in the UK. It remains my belief that the strength of the Company and its relative prospects merit a stronger share price.
None of us can predict the course of the world economy and of markets, and times clearly remain particularly difficult and uncertain. However, the Company's portfolio, focussed in the relatively stable German economy, with well-secured income streams, and weighted to food retail, is well-placed for these times. The Real Estate Adviser believes the Company is reasonably well sheltered from this challenging environment. It continues to work on a number of active asset management initiatives which we believe have potential to add value. I believe the Company has some of the attributes to resist current conditions and is well-placed to benefit from the upturn when it comes.
Charles Hunter
Chairman
8 October 2008
Investment Manager's report
AXA Investment Managers UK Limited (the "Investment Manager") is the UK subsidiary of AXA Investment Managers, a dedicated asset manager within the AXA Group. AXA Investment Managers is an innovative and fast-growing multi-expertise investment manager with EUR 526.5 billion of assets under management and 3,063 employees in 19 countries as at 30 June 2008.
AXA Real Estate Investment Managers UK Limited (the "Real Estate Adviser") is part of real estate management arm of AXA Investment Managers S.A. ("AXA REIM"). AXA REIM is a specialist in European real estate investment management which operates in 19 European countries, with approximately EUR 43.2 billion of real estate assets under management as at 30 June 2008, of which the Real Estate Adviser manages approximately EUR 7.4 billion.
Source: AXA Investment Managers UK Limited
Fund Manager
Martin McGuire heads the AXA Property Trust Limited fund management team. He is a Chartered Surveyor and Senior Fund Manager at AXA REIM UK. He has over 30 years experience in commercial property with a significant proportion of this in Continental European property. Mr McGuire lived for five years in Brussels where he worked for Jones Lang Wootton. In 1985 he joined Standard Life and led their expansion into the Continental European markets where he managed the investment and development programme over many years taking the exposure to in excess of EUR 1.5 billion and was Fund Manager of Standard Life Investments' EUR 800 million European Property Growth Fund. Latterly he was Investment Director at Standard Life investments and managed the £2 billion Unit Linked Life Fund. He holds a degree in Land Economy from the University of Aberdeen and also an Investment Management Certificate. He is resident in the United Kingdom.
Real Estate Market
The markets across Europe are facing two negative forces - relatively high inflation which is causing central banks to maintain higher interest rates than would otherwise be ideal for the economy and almost unprecedented falls in liquidity of financial assets. The former is gradually becoming less of a problem, although lending margins (even in the inter-bank market) are still at exceptionally high levels and may be expected to remain high for some time. In our opinion, the liquidity issue is now the more serious and will have negative implications at the consumer and corporate level.
Against a background of weakening economic growth in Europe, Germany may well prove to be the most defensive. However, it will not be immune from the downturn and a number of German economic indicators deteriorated significantly in August. For example, the IFO business climate index has fallen, manufacturing production is falling and retail sales are decreasing. Due to this, the GDP growth rate is expected to stagnate for the rest of the year. The forecasted GDP growth rate in 2008 is expected to be 1.9% and for 2009 to be 0.2% (source: IFW Kiel, September 2008).
In Germany, since the beginning of 2008 prime yields are reported to have risen by around 30 basis points for offices (data for the end of the second quarter) and 10 basis points for retail (data for the end of first quarter). However, we believe that yields are actually significantly higher than these figures, and will move higher still during the remainder of this year. The low volume of transactions is consistent with this and is due to sellers being unwilling to accept the new market reality.
For France, the corresponding movement to the end of the second quarter is around 95 basis points for Paris Central Business District (CBD) offices and 100 basis points for La Défense offices, according to ATIS, the most pessimistic source. DTZ reports a correction for Paris offices in general of 75 to 100 basis points and 40 basis points for retail. Investment in retail saw the sharpest decline among the various sectors, although there is very little transaction evidence and therefore very limited transparency regarding the pricing. Again, we believe these yield estimates are behind the curve and should be approximately 25 to 50 basis points higher than these figures indicate.
Retail
The downturn in the European retail sector has been gathering momentum in the second quarter of 2008, with the retail sales volume index decreasing by 3.1% in the Eurozone over the twelve month period to June 2008. Retail sales in the 27 EU member states fell on average by 1.1% over the same period (source: Eurostat).
The slowdown in the retail sales figures reflects the gloomy situation for consumers with household spending being hit hard by the impact of rising inflation caused by higher fuel costs and energy bills, falling property values and higher mortgage payments, particularly in markets with high levels of consumer debt such as Spain and Ireland, and rising unemployment caused by recent job losses in specific sectors such as construction, banking and finance. We expect this situation to worsen further throughout the rest of the year across Europe.
The demand for prime retail space in top locations is still strong in Germany despite the weak retail turnover. Successful retailers are pursuing their expansion plans, focusing on 'premium' shopping streets. Further increases in prime rental values are therefore expected. Secondary locations are not in demand and so their rental values are not expected to increase. Similarly to the office market, the differences between prime and secondary areas will continue to grow. In a European context, German cities are ranking in the middle, with a total return (average of the period 2008 to 2010) of plus 0.4% for Frankfurt /Main and minus 0.9% for Munich. At the end of the scale is, again, Madrid with a total return by minus 9.1% (source: AXA REIM).
Offices
During the first quarter of 2008, there was significant variation in rental value growth rates across Europe, with both Paris and London now seeing negative rental value growth and other markets seeing either rental values starting to fall or much reduced rental value growth. Madrid is most at risk from continuing sharp rental value falls during the next two years, according to our forecasts.
In the first half of the year, the German office market remained strong despite the weakening German economy. Due to the lagging effect on the property market, we expect a slight slowdown in demand in the second half of the year which will mainly affect older properties. Frankfurt, in particular, could be rather more affected by the deterioration in the banking sector. In terms of total return from 2008 to 2010, and in a pan-European context, cities like Berlin and Hamburg rank in the top third with an expected slight decrease of minus 0.4% in Hamburg and minus 1.1% in Düsseldorf.
However, this compares favourably with cities in the bottom third where returns are projected, for instance, at minus 17.1% for Madrid.
So far in 2008, office take-up in France has fallen noticeably since businesses are adjusting their requirements in a slowing economy, and this is expected to continue in the short-term. Supply between 2008 and 2011 is expected to continue to grow by almost 10%, mainly due to developments that are to be completed at the end of the period. The average vacancy in the Paris area remains low (below 5%). While the available supply continues to shrink in Paris and its close suburbs, the situation is beginning to change in the outer suburbs (source: AXA REIM).
Industrial/Logistics
In line with the economic slowdown, rates of growth in consumer markets are declining, which has a knock-on effect on the demand for distribution services and consumer-related industrial activity. Further evidence of a weakening Eurozone economy in the second quarter of 2008, along with intense competition within the logistics sector, points to occupier cost sensitivity and a cautious approach to acquiring warehousing space.
During the first half of 2008, yields rose in many markets, particularly France, Netherlands and Spain. With the prospects for the markets looking poor for the foreseeable future, we would expect further significant rises in yields during the remainder of 2008 and into 2009.
Yields remain a key attraction of the industrial/logistics sector, as they are still higher than the office and retail sectors and provide a relevant income return premium. However, rental value growth prospects are likely to be subdued during the remainder of 2008 and into 2009 and 2010, with falling effective rental values likely in many markets. By 2010, we believe yields will have broadly stabilised at higher levels and will consequently provide investors with higher income returns (source: AXA REIM).
Investment Activity
The Company continues to hold a portfolio of 20 properties located across Europe, as well as holding an interest in a Dutch office portfolio. No further acquisitions are currently being considered. The property portfolio has been acquired at a cost of £133.8 million including capitalised acquisition costs. As at 30 June 2008 the property portfolio was independently valued by Knight Frank LLP at £162.2 million. In addition, the Company holds a 12% interest in a joint investment holding Dutch office properties which have a total value of £229.6 million at 30 June 2008. Proposals for the development of a site forming part of one of the German retail parks are being progressed.
Property portfolio at 30 June 2008
| Investment name | Country | Sector | Net yield on valuation (Notes 1,4) | Net yield on cost (Notes 2,4) | %of total assets(less current liabilities) |
| Phoenix Center, Fürth | Germany | Retail | 6.02% | 6.33% | 11.3% |
| Rothenburg ob der Tauber | Germany | Retail | 6.13% | 6.67% | 10.7% |
| Curno, Bergamo | Italy | Leisure | 5.87% | 6.66% | 8.0% |
| Bergamina, Agnadello | Italy | Industrial | 6.09% | 6.47% | 7.2% |
| Am Birkfeld, Dasing | Germany | Industrial | 7.25% | 8.22% | 4.8% |
| Smakterweg, Venray | Netherlands | Industrial | 7.18% | 8.78% | 4.6% |
| Industriestraße, Montabaur-Heiligenroth | Germany | Retail | 6.04% | 6.18% | 4.4% |
| Bahnhofstraße, Karben | Germany | Retail | 5.99% | 6.75% | 4.3% |
| Rüdnitzer Chaussee, Bernau | Germany | Retail | 7.76% | 8.94% | 3.8% |
| Keyser Centre, Antwerp | Belgium | Retail | 5.34% | 5.02% | 3.5% |
| Other | Germany | Retail | - | - | 20.9% |
| Total property portfolio | 6.39% | 6.98% | 83.5% | ||
| Porto Kali investment (Note 3) | Netherlands | Office | 6.27%5 | 6.35% (Note 5) | 5.4% |
| Other non current assets and net current assets | 11.1% | ||||
| Total assets less current liabilities | 100.0% |
At 30 June 2008 gross rental yield was 7.98% (2007: 7.79%); net rental yield was 7.21% (2007: 7.03%).
Note 1: Net yield on valuation is based on the current market valuation after deduction of property-specific estimates of acquisition costs and operating costs.
Note 2: Net yield on cost (including capitalised acquisition costs) less non-recoverable costs.
Note 3: Total value of Porto Kali investment (equity and shareholder loan) is £10.5 million.
Note 4: Source: external independent valuers to the Company, Knight Frank LLP
Note 5: Source: AXA Real Estate Investment Managers UK Limited
Covenant strength analysis at 30 June 2008 (including 12% interest in Porto Kali investment)
Grade A 70.8% Creditreform: < 199; D&B: A 1
Grade B 14.2% Creditreform: 200 - 249; D&B: B,C,D 1,2
Grade C 10.3% Creditreform: > 250; D&B: D + 3,4
Vacant 4.7%
Geographical Analysis at 30 June 2008 by Market Value (including 12% interest in Porto Kali investment)
Germany 61.4%
Netherlands 19.5%
Italy 15.5%
Belgium 3.6%
Sector Analysis at 30 June 2008 by Market Value (including 12% interest in Porto Kali investment)
Retail 60.1%
Industrial 16.9%
Office 14.8%
Leisure 8.2%
Source: AXA Real Estate Investment Managers UK Limited
The Company's covenant profile is strong, with the majority of tenants rated Grade A or B. Rental income from Grade A covenants represents 70.8% of income and has a weighted unexpired lease length of 7.2 years.
Average unexpired lease length profile weighted by rental income (including 12% interest in Porto Kali investment)
30 June 2008
Grade A 7.2 years
Grade B 6.2 years
Grade C 4.3 years
Average 6.4 years
30 June 2007
Grade A 8.5 years
Grade B 5.6 years
Grade C 4.6 years
Average 7.1 years
Source: AXA Real Estate Investment Managers UK Limited
The weighted effective unexpired lease length for the completed portfolio as at 30 June 2008 was 6.4 years, with 57.3% of income secured for a term of over five years. Vacant space in the portfolio, measured using market rent, represented 4.7% of the total gross rental income. 83% of vacant space within the property portfolio relates to Porto Kali, a 'working' portfolio with a focus on capital value growth rather than rental income.
Financing
The Board has opted to maintain loan to value gearing at prudent levels: 45% excluding the 12% interest in the Porto Kali Dutch office portfolio and 47.6% including Porto Kali. This is within the Company's gearing limit of 50% of the property portfolio value under the terms of the Company's main financing facility and 50% of the property portfolio value at the time of drawdown under its Articles of Incorporation. Further borrowing is not anticipated in the short to medium term.
The Company's main financing facility is in place until 2011, with the interest rate risk fully hedged via interest rate swaps until 2010 (at an average rate of 5.21%) and interest rate caps in the final year. Cross currency swaps have been executed to cover quarterly net Euro cash flows to the value of £1.1 million (EUR 1.6 million) through to 2012. To reduce the volatility of the Net Asset Value arising from fluctuations in the Euro/Sterling exchange rate, the Company hedged EUR 120 million of its net investment in Euros ("Euro equity") in three tranches in the first half of 2008. The status of interest rate, currency and equity hedging is regularly reviewed by the Investment Manager to adjust for variables such as property valuations and predicted cash flows.
Outlook
Given the difficult market conditions the Investment Manager continues to work to enhance and protect the investment portfolio's income stream which having a low vacancy rate is well secured against strong covenants. A focus on diligent asset management, including dealing early on with those situations where lease expiries are approaching, aims to both strengthen rental income and enhance the portfolio value.
The Investment Manager continues to keep the portfolio composition under review and may undertake selective disposals, depending upon the identification of sufficiently attractive reinvestment opportunities that the current market provides where distressed sellers are increasingly to be seen.
Due to the strong fundamentals of the constructed property portfolio, together with a conservative level of gearing, we are confident that the Company is well positioned to deliver dependable income while at the same time protecting value.
Board of Directors
Charles Hunter (Chairman) is a non-executive director of a number of organisations involved in property investment, including, PIL Group Limited, Protego Real Estate Funds plc and is on the Supervisory Board of Schroder Exempt Property Unit Trust. He is also a trustee of St Monica Trust. He has around 30 years of experience in property investment, principally in UK commercial property. During this time, he was the Head of Property Investment of Insight Investment (formerly Clerical Medical Investment Group) and also was the Property Director of the investment management subsidiaries of The National Mutual of Australasia group in the United Kingdom. Mr Hunter is a Fellow of the Royal Institution of Chartered Surveyors and a member of the Investment Property Forum. He is resident in the United Kingdom.
Richard Ray is Managing Director of AXA Real Estate Investment Managers Belgium S.A. He has around 25 years of property experience, especially in the commercial real estate markets in Belgium and in other parts of Europe. Prior to joining AXA, he was the Head of Investment at ATIS REAL August Thouard S.A. From 1987 to 2000, he worked with CB Richard Ellis S.A. (formerly Richard Ellis S.A.), first as an Investment and Valuation Surveyor and then as a Manager in the Investment Department. In 1994, Mr Ray was appointed Director of Investment, Valuation and Research. He is a member of the Royal Institution of Chartered Surveyors and certified as a "Titulaire" of the Belgian Institut Professionel de l'immobilier (Real Estate Institute). He is resident in Belgium.
Stephane Monier has over 15 years of experience in fixed income, foreign exchange markets and asset allocation. Mr Monier is currently the Global Head for Fixed Income and Currencies at Fortis Investments responsible for various sectors including money market, government bonds, corporate bonds emerging market debt, currencies and absolute return. Prior to joining Fortis he was Head of Fixed Income and Currency in the Abu Dhabi Investment Authority (ADIA) and he spent seven years in JP Morgan Investment Management as a Fixed Income Manager both in London and Paris. Mr Monier has a Masters Degree in Science from INAPG (Paris) and a Masters Degree in International Finance from HEC Graduate School of Business (Jouy en Josas) (France). He is also a CFA charterholder. He is resident in the United Kingdom.
John Marren is a Director of Northern Trust International Fund Administration Services (Guernsey) Limited where he is Head of Client Servicing. Prior to joining Northern Trust International Fund Administration Services (Guernsey) Limited in 1992, he worked for KPMG in Guernsey where he was responsible for the audit of a portfolio of entities in the finance industry. Mr Marren currently holds a number of non-executive board appointments in fund management and investment companies including several real estate funds. He has a Bachelor of Commerce Degree from University College Galway in Ireland, is a Fellow of the Institute of Chartered Accountants in Ireland and a Member of the Institute of Bankers in Ireland. He is resident in Guernsey.
Gavin Farrell is qualified as a Solicitor of the Supreme Court of England and Wales, a French Avocat and an Advocate of the Royal Court of Guernsey. He is a partner at Ozannes, Advocates & Notaries Public in Guernsey, having worked previously at Simmons and Simmons, both in Paris and London, and specialises in international and structured finance and collective investment schemes. Mr Farrell holds a number of directorships in investment and captive insurance companies. He is resident in Guernsey.
Report of the Directors
The Directors present their report and audited Financial Statements of the Group and Company for the year ended 30 June 2008.
Principal Activity and Status
AXA Property Trust Limited (the "Company") is a Guernsey registered closed-ended property investment company listed on the London Stock Exchange. Trading in the Company's ordinary shares commenced on 18 April 2005. The Company and the entities listed in Note 23 to the Financial Statements together comprise the "Group".
The Company is a member of the Association of Investment Companies (AIC).
Results and Dividends
The results for the year are set out in the attached Financial Statements. The Company has paid quarterly dividends related to the year ended 30 June 2008 as follows:
Payment date - Rate per Share
First interim - 29 August 2007: 1.00p
Second interim - 30 November 2007: 1.00p
Third interim - 28 February 2008: 1.00p
Fourth interim - 28 May 2008: 1.00p
A further dividend of £1,000,000 (1.00 pence per share) was approved on 4 August 2008. The ex-dividend date was 13 August 2008 and the payment date was 29 August 2008.
Directors
The Directors who held office during the year as at 30 June 2008 were:
C. J. Hunter (Chairman)
G. J. Farrell
R. G. Ray
J. M. Marren
S. C. Monier
Mr Marren is a Director of the Administrator, Northern Trust International Fund Administration Services (Guernsey) Limited.
Mr Farrell is a partner of the Company's Guernsey legal advisers, Ozannes, Advocates and Notaries Public.
Mr Ray is Managing Director of AXA Real Estate Investment Manager Belgium S.A.
Mr Hunter and Mr Ray are also Directors of the three direct subsidiaries of AXA Property Trust Limited.
Biographical Details of each of the Directors are shown above. An evaluation of the performance of individual Directors was carried out during the year which concluded that the Board is performing satisfactorily in the six areas reviewed: Board composition and meeting process, Board information, training, Board dynamics, Board accountability and effectiveness and an evaluation of the Chairman. During the year the Directors of the Company received the following emoluments in the form of fees:
C.J. Hunter £20,000
G. J. Farrell £15,000
R. G. Ray £15,000
J. M. Marren £15,000
C. Monier £15,000
Total £80,000
The Directors of the subsidiaries of the Group received emoluments amounting to £21,040 (2007: £17,718). Total fees paid to Directors of the Group were £101,040 (2007: £97,718).
Management
AXA Investment Managers UK Limited (the "Investment Manager") provides management services to the Company. A summary of the contract between the Company and the Investment Manager in respect of the management services provided is given in Note 3 to the Financial Statements. During the year, the Board has reviewed the appropriateness of the Investment Manager's appointment. In carrying out the review the Board considered the investment performance of the Company during its accounting year and the capability and resources of the Investment Manager to deliver satisfactory investment performance. It also considered the length of the notice period of the investment management contract and the fees payable to the Investment Manager, together with the standard of the other services provided. Following this review, it is the Directors' opinion that the continuing appointment of the Investment Manager on the terms agreed is in the interests of shareholders as a whole.
Significant Shareholdings
Shareholders with holdings more than 3% of the issued ordinary shares of the Company as at 31 August 2008 were as follows:
HSBC Global Custody Nominee (UK) Limited 34,177,611 shares 34.18%
Quilter Nominees Limited 12,792,655 shares 12.79%
Nutraco Nominees Limited 8,990,298 shares 8.99%
Ferlim Nominees Limited 5,206,355 shares 5.21%
Nortrust Nominees Limited 5,085,177 shares 5.09%
Chase Nominees Limited 4,592,816 shares 4.59%
Rock Nominees Limited 3,073,119 shares 3.07%
Corporate Governance
Introduction
Guernsey does not have its own corporate governance code and, as a Guernsey incorporated company, the Company is not required to comply with the Combined Code on Corporate Governance as revised by the Financial Reporting Council in June 2006 (the 'Combined Code'). However, it is the Company's policy to comply with best practice on good corporate governance that is applicable to investment companies.
The Board has considered the principles and recommendations of the AIC's Code of Corporate Governance issued in May 2007 (the 'AIC Code') by reference to the AIC Corporate Governance Guide for Investment Companies (the 'AIC Guide'). The AIC Code, as explained by the AIC Guide, addresses all the principles set out in Section 1 of the Combined Code, as well as setting out additional principles and recommendations on issues which are of specific relevance to investment companies. The Board considers that it is appropriate to report against the principles and recommendations of the AIC Code, and by reference to the AIC Guide (which incorporates the Combined Code).
Except as disclosed below, the Company complied throughout the year with the recommendations of the AIC Code and the relevant provisions of the Combined Code. Since all the Directors are non-executive, and in accordance with the AIC Code and the preamble to the Combined Code, the provisions of the Combined Code on the role of the chief executive and, except in so far as they apply to non-executive Directors, on Directors' remuneration, are not relevant to the Company, and are not reported on further.
In view of its non-executive nature and the requirement of the Articles of Incorporation that all Directors retire by rotation at least every three years, the Board considers that it is not appropriate for the Directors to be appointed for a specified term as recommended by Code provision A.7.2 and principle 3 of the AIC Code, or for a Senior Independent Director to be appointed as recommended by Code provision A.3.3 and principle 1 of the AIC Code, or for there to be a Nomination Committee as recommended by Code provision A.4.1 and principle 9 of the AIC Code.
The Board consists solely of non-executive Directors of which Mr Hunter is Chairman. With the exception of Mr Ray all Directors are considered by the Board to be independent of the Company's Investment Manager.
New Directors receive an induction from the Investment Manager and Secretary on joining the Board, and all Directors receive other relevant training as necessary.
The Company has no executive directors or employees. All matters, including strategy, investment and dividend policies, gearing and corporate governance procedures, are reserved for the approval of the Board of Directors. The Board currently meets at least quarterly and receives full information on the Company's investment performance, assets, liabilities and other relevant information in advance of Board meetings.
Throughout the year the Audit Committee and the Management Engagement Committee have been in operation.
The Audit Committee, chaired by Mr Marren, operates within clearly defined terms of reference and comprises all the Directors except Mr Ray. The duties of the Audit Committee in discharging its responsibilities include reviewing the Annual and Interim Financial Statements, the system of internal control and the terms of the appointment of the auditors together with their remuneration.
It is also the forum through which the auditors report to the Board of Directors and meets at least twice yearly. The objectivity of the auditors is reviewed by the Audit Committee which also reviews the terms under which the external auditors are appointed to perform non-audit services. The Committee reviews the scope and results of the audit, its cost effectiveness and the independence and objectivity of the auditors, with particular regard to non-audit fees. Such fees amounted to £38,171 (2007: £28,427) for the Company for the year ended 30 June 2008 and related to a review of the interim financial information which is normal practice. Notwithstanding such services the Audit Committee considers KPMG Channel Islands Limited to be independent of the Company and that the provision of such non-audit services is not a threat to the objectivity and independence of the conduct of the audit.
The Management Engagement Committee, chaired by Mr Hunter, comprises the full Board, except Mr Ray, and reviews the appropriateness of the Investment Manager's continuing appointment together with the terms and conditions thereof on a regular basis.
The table below sets out the number of Board meetings held during the year ended 30 June 2008 and the number of meetings attended by each Director.
| Board of Directors | Audit Committee | Management Engagement Committee | ||||
| Held | Attended | Held | Attended | Held | Attended | |
| C. J. Hunter | 4 | 3 | 2 | 1 | 1 | 1 |
| G. J. Farrell | 4 | 4 | 2 | 2 | 1 | 1 |
| R. G. Ray | 4 | 4 | n/a | n/a | n/a | n/a |
| J. M. Marren | 4 | 4 | 2 | 2 | 1 | 1 |
| S. C. Monier | 4 | 3 | 2 | 1 | 1 | 1 |
Individual Directors may, at the expense of the Company, seek independent professional advice on any matter that concerns them in the furtherance of their duties. The Company maintains appropriate Directors' and Officers' liability insurance.
Going Concern
After making enquiries, and bearing in mind the nature of the Company's business and assets, the Directors consider that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the Financial Statements.
Internal Controls
The Board is responsible for the Company's system of internal control and for reviewing its effectiveness. The Board has therefore established an ongoing process designed to meet the particular needs of the Company in managing the risks to which it is exposed, consistent with the guidance provided by the Turnbull Committee.
Such review procedures have been in place throughout the financial year and up to the date of approval of the Annual Report, and the Board is satisfied with their effectiveness. By their nature these procedures can provide reasonable, but not absolute, assurance against material misstatement or loss. At each Board meeting the Board monitors the investment performance of the Company in comparison to its stated objective and against comparable companies. The Board also reviews the Company's activities since the last Board meeting to ensure that the Investment Manager adheres to the agreed investment policy and approved investment guidelines and, if necessary, approves changes to such policy and guidelines. In addition, at each quarterly Board meeting, the Board receives reports from the Secretary in respect of compliance matters and duties performed on behalf of the Company.
The Board has reviewed the need for an internal audit function. The Board has decided that the systems and procedures employed by the Investment Manager and the Secretary, including their internal audit functions, provide sufficient assurance that a sound system of internal control, which safeguards the Company's assets, is maintained. An internal audit function specific to the Company is therefore considered unnecessary.
Relations with Shareholders
The Board welcomes shareholders' views and places great importance on communication with its shareholders. The Board receives regular reports on the views of shareholders and the Chairman and other Directors are available to meet shareholders if required. The Investment Manager meets with major shareholders on a regular basis and reports to the Board on these meetings. Issues of concern can be addressed by any shareholder by writing to the Company at its registered address (see inside back cover for Corporate Information). The Annual General Meeting of the Company provides a forum for shareholders to meet and discuss issues with the Directors and Investment Manager of the Company.
Directors' Authority to Buy Back Shares
The authority of the Company to make market purchases of up to 14.99% of the issued ordinary share capital was renewed by way of a Special Resolution at the Annual General Meeting held on 10 December 2007 until the earlier of the Annual General Meeting in 2008 and 31 December 2008. Any buy back of shares will be made subject to Guernsey law and within guidelines established from time to time by the Board (which will take into account the income and cash flow requirements of the Company) and the making and timing of any buy backs will be at the absolute discretion of the Board. Purchases of shares will only be made through the market for cash at prices below the prevailing Net Asset Value of the shares where the Directors believe such purchases will enhance shareholder value.
Such purchases will also only be made in accordance with the rules of the UK Listing Authority which set a cap on the price that the Company can pay.
Independent auditors
KPMG Channel Islands Limited have expressed their willingness to continue in office as auditors and a resolution proposing their re-appointment will be submitted at the Annual General Meeting.
Charles Hunter John Marren
Chairman Director
8 October 2008 8 October 2008
Investment Policy
The investment objective of the Company is to secure attractive total returns for shareholders through a combination of dividends and capital appreciation from European properties (including the United Kingdom).
Diversification and Asset Allocation
The Company aims to achieve its investment objective through a policy of investing in commercial properties across Europe (including the United Kingdom) which are predominantly freehold (or its equivalent) and in the following segments of the commercial property market: offices, retail (both in and out of town), industrial and 'other' sectors, including leisure and hotels.
Residential investments are not considered except where they form a small part of a larger commercial investment. The Company will not acquire any interests in properties which are in the course of construction unless pre-letting agreements exists in respect of at least 80% of the surface area of the relevant property.
The Company may invest in properties through joint ventures if the terms of any such joint ventures effectively allow it to trigger a disposal of the underlying properties held through the joint ventures or to dispose of its interests in the joint ventures at a time of the Company's choice. The Company will not invest in other investment companies.
Investment decisions are based on analysis of, amongst other criteria, prospects for future capital and income growth, sector and geographic prospects, tenant covenant strength, lease length, and initial and equivalent yields.
Asset allocation will be determined by taking into account current Listing Rule requirements (see below under 'General') and the Company's investment objective, policy and restrictions.
Borrowings
The Company has the power under its Articles of Incorporation to borrow up to an amount equal to 50% of the value of the part of the Company's investment portfolio of the Group that comprises properties, valued on a market value basis of an independent valuer in accordance with the practice statement contained in the Appraisal and Valuation manual prepared by the Royal Institute of Chartered Surveyors, at the time of drawdown.
General
The Company and, where relevant, its subsidiaries will observe the investment restrictions imposed on closed-ended investment companies from time to time by the Listing Rules of the UK Listing Authority.
The Directors do not currently intend to propose any material changes to the Company's investment policy, save in the case of exceptional or unforeseen circumstances.
Any material change to the investment objective or policy described above will only be made following shareholder approval.
While there will be no pre-defined limit on exposures to these factors, the Company's portfolio will be invested and managed, as is currently required by the Listing Rules, in a way which is consistent with its object of spreading investment risk and taking into account the Company's investment objective, policy and restrictions.
Directors' Responsibilities
The Directors are responsible for preparing the Financial Statements in accordance with applicable law and International Financial Reporting Standards. Company law requires the Directors to prepare Financial Statements for each financial year which give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that year. In preparing these Financial Statements, the Directors are required to:
- select suitable accounting policies and apply them consistently;
- make judgments and estimates which are reasonable and prudent;
- state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the Financial Statements; and
- prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the Financial Statements comply with The Companies (Guernsey) Law, 1994. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Directors' Responsibility Statement
We confirm that to the best of our knowledge and in accordance with DTR 4.1.12R of the Disclosure and Transparency Rules:
(a)The Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company as at and for the year ended 30 June 2008;
(b)The Financial Report, which includes information detailed in the Chairman's Statement, Investment Manager's and Directors Reports and Notes to the Annual Financial Statements provides a fair review of the development and performance of the Group during the year and includes a description of the principal risks and uncertainties that the Group faced as at and for the year ended 30 June 2008.
Charles Hunter John Marren
Chairman Director
8 October 2008 8 October 2008
Independent Auditor's Report
We have audited the Group and parent company Financial Statements (the "Financial Statements") of AXA Property Trust Limited (the "Company") for the year ended 30 June 2008 which comprise the Consolidated and Company Income Statements, the Consolidated and Company Balance Sheets, the Consolidated and Company Cash Flow Statements, the Consolidated and Company Statements of Changes in Equity and the related notes. These Financial Statements have been prepared under the accounting policies set out therein.
This report is made solely to the Company's members, as a body, in accordance with section 64 of The Companies (Guernsey) Law, 1994. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective Responsibilities of Directors and Auditors
The Directors are responsible for preparing the Directors' Report and the Financial Statements in accordance with applicable Guernsey law and International Financial Reporting Standards as set out in the Directors' Responsibility Statement.
Our responsibility is to audit the Financial Statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland). We report to you our opinion as to whether the Financial Statements give a true and fair view and are properly prepared in accordance with The Companies (Guernsey) Law, 1994. We also report to you if, in our opinion, the Company has not kept proper accounting records, or if we have not received all the information and explanations we require for our audit.
We read the Directors' Report and consider the implications for our report if we become aware of any apparent misstatements within it. We read the other information accompanying the Financial Statements and consider whether it is consistent with those statements. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the Financial Statements.
Basis of Audit Opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the Financial Statements. It also includes an assessment of the significant estimates and judgements made by the Directors in the preparation of the Financial Statements, and of whether the accounting policies are appropriate to the Company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the Financial Statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the Financial Statements.
Opinion
In our opinion the Financial Statements;
- give a true and fair view, in accordance with International Financial Reporting Standards, of the state of the Group's and the Company's affairs as at 30 June 2008 and of the Group's and the Company's profit for the year then ended; and
- have been properly prepared in accordance with The Companies (Guernsey) Law, 1994.
KPMG Channel Islands Limited
Chartered Accountants
Guernsey
8 October 2008
Income Statement
Company and Consolidated Income Statement for the year ended 30 June 2008
| Group | Company | ||||
| Notes | Year ended 30 June 2008 £000s | Year ended 30 June 2007 £000s | Year ended 30 June 2008 £000s | Year ended 30 June 2007 £000s | |
| Gross rental income | 4 | - | - | 10,850 | 7,607 |
| Service charge income | - | - | 930 | 772 | |
| Property operating expenses | - | - | (1,687) | (1,434) | |
| Realised loss on disposal of investments | - | - | - | (28) | |
| Net foreign exchange gains/(losses) | 17,562 | (2,582) | 280 | 9 | |
| Net investment income | 17,562 | (2,582) | 280 | (19) | |
| Valuation gains on investment properties | - | - | 2,267 | 8,278 | |
| Valuation losses on investment properties | - | - | (3,331) | (377) | |
| Gain/(loss) on fair value of financial assets | 9 | - | - | - | (1,016) |
| Net valuation (losses)/gains on investment properties | - | - | (1,064) | 6,885 | |
| Gain/(loss) on derivatives | (607) | - | 251 | 34 | |
| Distribution gain | 22 | 300 | 3,946 | - | - |
| Investment management fees | (135) | (167) | (1,728) | (1,084) | |
| Sponsor's fees | (204) | (125) | (204) | (125) | |
| Administrative expenses | 5 | (539) | (571) | (1,626) | (1,926) |
| Total expenses | (878) | (863) | (3,558) | (3,135) | |
| Other income | - | - | 138 | 1 | |
| Net operating profit | 16,377 | 501 | 6,140 | 10,711 | |
| Financial income/expenses | |||||
| Interest income from bank deposits | 128 | 219 | 262 | 492 | |
| Interest income from loans to subsidiaries | 11,062 | 7,513 | - | - | |
| Interest income from loans to joint ventures | - | - | 683 | - | |
| Finance costs | (2,774) | (697) | (3,224) | (938) | |
| Profit before tax | 24,793 | 7,536 | 3,861 | 10,265 | |
| Income tax expense | 16 | - | - | (35) | (2,314) |
| Profit for the year | 24,793 | 7,536 | 3,826 | 7,951 | |
| Basic and diluted earnings per ordinary share (pence) | 3.83 | 7.95 | |||
The accompanying notes form an integral part of these Financial Statements.
Statement of Changes in Equity
Company Statement of Changes in Equity for the year ended 30 June 2008
| Capital Reserve £ | Hedging Reserve £ | Revenue Reserve £ | Distributable Reserve £ | Total £ | |
| Note 20 | Note 20 | Note 20 | |||
| Balance at 1 July 2007 | 11,424 | 338 | - | 98,755 | 110,517 |
| Movements during the year | |||||
| Net profit for the year | 300 | - | 24,493 | - | 24,793 |
| Dividends paid | - | - | (4,000) | - | (4,000) |
| Loss on derivatives | - | (1,251) | - | - | (1,251) |
| Balance at 30 June 2008 | 11,724 | (913) | 20,493 | 98,755 | 130,059 |
Company Statement of Changes in Equity for the year ended 30 June 2007
| Capital Reserve £ | Hedging Reserve £ | Revenue Reserve £ | Distributable Reserve £ | Total £ | |
| Note 20 | Note 20 | Note 20 | |||
| Balance at 1 July 2006 | 7,478 | - | 846 | 99,019 | 107,343 |
| Movements during the year | |||||
| Net profit for the year | 3,946 | - | 3,590 | - | 7,536 |
| Dividends paid | - | - | (4,436) | (264)(4,700) | |
| Gain on derivatives | - | 338 | - | - | 338 |
| Balance at 30 June 2007 | 11,424 | 338 | - | 98,755 | 110,517 |
The accompanying notes form an integral part of these Financial Statements.
Consolidated Statement of Changes in Equity
Consolidated Statement of Changes in Equity for the year ended 30 June 2008
| Revaluation Reserve £ | Hedging Reserve £ | Revenue Reserve £ | Distributable Reserve £ | Foreign Exchange Reserve £ | Total £ | |
|
| Note 20 | Note 20 | Note 20 | Note 20 | ||
| Balance at 1 July 2007 | 7,226 | 412 | - | 94,469 | (2,128) | 99,979 |
| Movements during the year | ||||||
| Net profit for the year | (813) | - | 4,639 | - | - | 3,826 |
| Fair value of derivatives | - | (1,251) | - | - | (868) | (2,119) |
| Dividends paid | - | - | (4,000) | - | - | (4,000) |
| Foreign exchange translation gains | - | - | - | - | 17,111 | 17,111 |
| Balance at 30 June 2008 | 6,413 | (839) | 639 | 94,469 | 14,115 | 114,797 |
Consolidated Statement of Changes in Equity for the year ended 30 June 2007
| Revaluation Reserve £ | Hedging Reserve £ | Revenue Reserve £ | Distributable Reserve £ | Foreign Exchange Reserve £ | Total £ | |
| Note 20 | Note 20 | Note 20 | Note 20 | |||
| Balance at 1 July 2006 | 287 | - | - | 98,137 | 446 | 98,870 |
| Movements during the year | ||||||
| Net profit for the year | 6,919 | - | 1,032 | - | - | 7,951 |
| Fair value of derivatives | - | 412 | - | - | - | 412 |
| Other reserves | 20 | - | - | - | - | 20 |
| Dividends paid | - | - | (1,032) | (3,668) | - | (4,700) |
| Foreign exchange translation losses | - | - | - | - | (2,574) | (2,574) |
| Balance at 30 June 2007 | 7,226 | 412 | - | 94,469 | (2,128) | 99,979 |
The accompanying notes form an integral part of these Financial Statements.
Balance Sheet
Company and Consolidated Balance Sheet as at 30 June 2008
| Company | Group | ||||
| Notes | 2008 £000s | 2007 £000s | 2008 £000s | 2007 £000s | |
| Non-current assets | |||||
| Investment properties | 7 | - | - | 162,211 | 134,111 |
| Property, plant and equipment | - | - | 1 | 2 | |
| Investment in subsidiary undertakings | 23 | 3,128 | 2,659 | - | - |
| Intra group loans receivable | 10 | 162,648 | 137,561 | - | - |
| Non-group loans receivable | 11 | - | - | 10,490 | 9,109 |
| Derivative financial instruments | 19 | 1,647 | 355 | 1,857 | 465 |
| Other investments | 9 | - | - | - | - |
| Other assets | 7 | 170 | 232 | 271 | 523 |
| Deferred tax assets | 16 | - | - | 613 | 975 |
| Current assets | |||||
| Cash and cash equivalents | 12 | 12,963 | 1,108 | 20,111 | 6,158 |
| Intra group loans receivable | 10 | 6,756 | 5,541 | - | |
| Trade and other receivables | 13 | 10,433 | 3,457 | 4,298 | 3,572 |
| Total assets | 197,745 | 150,913 | 199,852 | 154,915 | |
| Current liabilities | |||||
| Trade and other payables | 14 | 882 | 582 | 5,669 | 3,941 |
| Non-current liabilities | |||||
| Deferred tax liability | 16 | - | - | 3,210 | 3,215 |
| Long term loan | 15 | 63,637 | 39,796 | 73,009 | 47,762 |
| Derivative financial instruments | 19 | 3,167 | 18 | 3,167 | 18 |
| Total liabilities | 67,686 | 40,396 | 85,055 | 54,936 | |
| Net assets | 130,059 | 110,517 | 114,797 | 99,979 | |
| Equity | |||||
| Share capital | 17 | - | - | - | - |
| Reserves | 20 | 130,059 | 110,517 | 114,797 | 99,979 |
| Total equity | 130,059 | 110,517 | 114,797 | 99,979 | |
| Number of ordinary shares | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |
| Net asset value per ordinary share |
| 114.80 | 99.98p | ||
The accompanying notes form an integral part of these Financial Statements.
Charles Hunter John Marren
Chairman Chairman
8 October 2008 8 October 2008
Statement of Cash Flows
Company and Consolidated Statement of Cash Flows for the year ended 30 June 2008
| Company | Group | |||
| Year ended 30 June 2008 £000s | Year ended 30 June 2007 £000s | Year ended 30 June 2008 £000s | Year ended 30 June 2007 £000s | |
| Operating Activities | ||||
| Profit before tax | 24,793 | 7,536 | 3,861 | 10,265 |
| Adjustments for: | ||||
| Unrealised gain/(loss) on revaluation of investment property and derivatives | - | - | 813 | (6,919) |
| Unrealised gain on revaluation of loans to fair value | (300) | (3,946) | - | - |
| (Increase)/decrease in trade and other receivables | (1,459) | 204 | 838 | 1,472 |
| (Decrease)/increase in trade and other payables | (138) | 227 | 69 | 1,594 |
| Investment income | (11,062) | (7,513) | (683) | (184) |
| Bank interest | (36) | (219) | (262) | (307) |
| Interest expense | 2,679 | 697 | 3,129 | 937 |
| Foreign exchange loss | (17,471) | 2,582 | (280) | 9 |
| Other | 61 | 36 | 83 | 68 |
| Net cash (absorbed)/generated from operations | (2,933) | (396) | 7,568 | 6,935 |
| Investment income received | 5,327 | 5,966 | 160 | 301 |
| Interest paid | (2,342) | (460) | (2,833) | (620) |
| Interest received | 36 | 219 | 683 | 184 |
| Tax paid | - | - | (139) | (39) |
| Net cash inflow from operating activities | 88 | 5,329 | 5,439 | 6,761 |
| Investing activities | ||||
| Investment in subsidiaries | (1) | (1,013) | - | - |
| Acquisition of investment properties | - | - | (7,683) | (57,478) |
| Acquisition of other assets | - | - | 264 | (24 ) |
| Proceeds from disposal of subsidiary | - | - | - | 1,583 |
| Loans to group companies | (3,218) | (37,473) | - | - |
| Loan to third party | - | - | 223 | (9,109) |
| Increase in derivative financial assets | (1,229) | (356) | (1,311) | (465) |
| Other | - | - | (36) | - |
| Net cash outflow from investing activities | (4,448) | (38,842) | (8,543) | (65,493) |
| Financing activities | ||||
| Finance costs | 41 | (98) | 63 | (217) |
| Calyon loan facility | 16,834 | 39,796 | 16,834 | 47,762 |
| Dividends paid | (4,000) | (4,700) | (4,000) | (4,700) |
| Increase in derivative financial liabilities | 3,146 | 18 | 3,146 | 18 |
| Net cash inflow from financing activities | 16,021 | 35,016 | 16,043 | 42,863 |
| Effect of exchange rate fluctuations on cash held | 194 | (2,582) | 1,014 | (50) |
| Increase/(decrease) in cash and cash equivalents | 11,855 | (1,079) | 13,953 | (15,919) |
| Cash and cash equivalents at start of year | 1,108 | 2,187 | 6,158 | 22,077 |
| Cash and cash equivalents at year end | 12,963 | 1,108 | 20,111 | 6,158 |
The accompanying notes form an integral part of these Financial Statements.
Notes to the Financial Statements
1. Operations
AXA Property Trust Limited (the "Company") is a limited liability, closed-ended investment company incorporated in Guernsey. The Company invests in commercial properties in Europe which are held through its subsidiaries. The Consolidated Financial Statements of the Company for the year ended 30 June 2008 comprise the Financial Statements of the Company and its subsidiaries (together referred to as the "Group").
2. Significant accounting policies
(a) Statement of compliance
The Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by, or adopted by, the International Accounting Standards Board (the "IASB"), interpretations issued by the International Financial Reporting Interpretations Committee, guidelines set out in the Statement of Recommended Practice ("SORP") for Investment Companies issued by Association of Investment Companies ("AIC"), applicable legal and regulatory requirements of Guernsey Law and the Listing Rules of the UK Listing Authority.
Standards, interpretations and amendments to published statements not yet effective
At the date of authorisation of these Financial Statements, the following standards and interpretations, which have not been applied in these Financial Statements, were in issue but not yet effective:
- IAS 1 - Presentation of Financial Statements - Comprehensive revision including requiring a statement of comprehensive income (effective date - 1 January 2009);
- IAS 23 - Borrowing costs - Comprehensive revision to prohibit immediate expensing of borrowing costs related to qualifying assets (effective date - 1 January 2009);
- IAS 27, IAS 28 and IAS 31 - Consequential amendments arising from amendments to IFRS 3 (effective date - 1 January 2009);
- IAS 32 - Financial instruments presentation - Amendments relating to puttable instruments and obligations arising on liquidation (effective date - 1 January 2009);
- IFRIC 10 - Interim Financial Reporting and Impairment (effective date - 1 January 2009);
- IFRS 8 - Operating Segments - disclosure on the financial performance of the Group's operating segments (effective for periods commencing on or after 1 January 2009).
The Directors anticipate that the adoption of these Standards in future periods will have no material financial impact on the Financial Statements of the Group.
Impact of New Standards and Amendment in Existing Standard
The Group has adopted for the first time IFRS 7 Financial Instruments: Disclosures and the complementary Amendment to IAS 1, Presentation of Financial Statements - Capital Disclosures in its 2008 Financial Statements.
IFRS 7 Financial Instruments: Disclosures is mandatory for reporting periods beginning on or after 1 January 2007. The standard requires disclosures about the significance of financial instruments for an entity's financial position and performance. The new Standard replaces and amends disclosure requirements previously set out in IAS 32 Financial Instruments: Presentation and Disclosures. All disclosures relating to financial instruments including all comparative information have been updated to reflect the new requirements. IFRS 7 also requires information about the extent to which the entity is exposed to risks arising from financial instruments, and a description of management's objectives, policies and processes for managing those risks. The Group's Financial Statements now feature a sensitivity analysis, to explain the Group's market risk exposure in regard to its financial instruments, and a maturity analysis that shows the remaining contractual maturities of financial liabilities, each as at the balance sheet date. The first-time application of IFRS 7, however, has not resulted in any prior-period adjustments of cash-flows, net income or balance sheet line items.
The amendment on International Accounting Standards 1 requires the Group to make new disclosures to enable users of the Financial Statements to evaluate the Group's objectives, policies and processes for managing capital. These new disclosures are shown in Note 19.
(b) Basis of preparation
The Financial Statements have been prepared on a historical cost basis except for the measurement of the investment properties, derivative financial instruments and financial assets designated at fair value through profit or loss.
The preparation of Financial Statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and the reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
(c) Foreign currency translation
(i) Functional and presentation currencies
The Company's functional currency is Sterling and the subsidiaries' functional currency is Euro. The presentation currency of the Company and the Group is Sterling.
(ii) Foreign currency transactions
Transactions in foreign currencies are translated to Sterling at the spot foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to Sterling at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement. Non-monetary assets and liabilities that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated to Sterling at foreign exchange rates ruling at the dates the fair value was determined.
(iii)Financial statements of foreign operations
The assets and liabilities of foreign operations, arising on consolidation, are translated to Sterling at the foreign exchange rates ruling at the balance sheet date. The income and expenses of foreign operations are translated to Sterling at an average rate. Foreign exchange differences arising on retranslation are recognised as a separate component of equity.
(d) Basis of consolidation
(i) Subsidiaries
Subsidiaries are those entities, including special purpose entities, controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The results of subsidiaries are included in the consolidated Financial Statements from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group. Where properties are acquired by the Group through corporate acquisitions and there are no significant assets or liabilities other than the property, the acquisition has been treated as an asset acquisition. Subsidiaries are accounted for at cost less impairment in the Company's Financial Statements.
(ii) Transactions eliminated on consolidation.
Intra-group balances and any unrealised gains and losses arising from intra-group transactions are eliminated in preparing the consolidated Financial Statements.
(iii) Joint ventures
The Group's interests in jointly controlled entities are accounted for by proportionate consolidation. The Group combines its share of the joint ventures' individual income and expenses, assets and liabilities and cash flows on a line-by-line basis with similar items in the Group's Financial Statements. The Group recognises the portion of gains or losses on the sale of assets by the Group to the joint venture that is attributable to the other venturers. The Group does not recognise its share of profits or losses from the joint venture that result from the Group's purchase of assets from the joint venture until it resells the assets to an independent party. However, a loss on the transaction is recognised immediately if the loss provides evidence of a reduction in the net realisable value of current assets, or an impairment loss.
(e) Income recognition
Income from certificates of deposit and interest income from banks and subsidiaries are recognised on an effective yield basis.
Rental income from investment property leased out under operating leases is recognised in the income statement on a straight-line basis over the term of the lease. Lease incentives are amortised over the whole lease term.
Tracking interest income based on rental yields earned on profit participating loans is accrued as earned.
(f) Expenses
Expenses are accounted for on an accruals basis.
Service costs for service contracts entered into by the Group acting as the principal are recorded when such services are rendered. The Group is entitled to recover such costs from the tenants of the investment properties. The recovery of costs is recognised as service income on an accrual basis.
(g) Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits carried at cost. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
(h) Dividends
Dividends are recognised as a liability in the period in which they become obligations of the Company. All dividends are paid as interim dividends. Interim dividends are recognised when paid. Final dividends are recognised once they are approved by shareholders.
(i) Provisions
A provision is recognised in the balance sheet when the Group has a legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation.
(j) Investment properties
Properties are leased out under operating leases and classified as investment property.
Investment properties are those which are held to earn rental income and capital appreciation and are recognised as such once all material conditions in the exchanged purchase contracts are satisfied. They are initially recognised at cost, being the fair value of consideration given, including transaction costs and any acquisition costs directly attributable to the acquisition of the property. Acquisition costs incurred on exchanged but not completed contracts are recognised as other assets in the balance sheet. Acquisition costs on properties under offer which had not exchanged by 30 June 2008 are expensed in the income statement.
After initial recognition, investment properties are measured at fair value using the fair value model with unrealised gains and losses recognised in the income statement. Realised gains and losses upon disposal of properties are recognised in the income statement. Quarterly valuations are carried out by Knight Frank LLP, external independent valuers in accordance with the RICS Appraisal and Valuation Standards. The properties have been valued on the basis of open market value, which is the estimated amount for which a property should exchange on the date of valuation, in an arm's-length transaction.
Valuations reflect, where appropriate, the types of tenants actually in occupation or responsible for meeting lease commitments or likely to be in occupation after letting of vacant accommodation and the market's general perception of their creditworthiness, the allocation of maintenance and insurance responsibilities between lessor and lessees, and the remaining economic life of the property. It has been assumed that whenever rent reviews or lease renewals are pending with anticipated reversionary increases, all notices and where appropriate counter notices have been served validly and within the appropriate time.
Subsequent expenditure is charged to the asset's carrying amount only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance costs are charged to the income statement during the financial period in which they are incurred.
(k) Investments at fair value through profit or loss
An instrument is classified as fair value through profit or loss if it is held for trading or is designated as such upon initial recognition. Upon initial recognition, attributable transaction costs are recognised in profit or loss when incurred. Financial instruments at fair value through profit or loss are measured at fair value and changes therein are recognised in profit or loss.
The investment held in the Porto Kali portfolio has been designated by the Directors as fair value through profit or loss in order to achieve an accounting treatment consistent with the Group's other property investments.
(l) Loans and receivables
Loan advanced and other receivables are classified as loans and receivables. Loans and receivables are carried at amortised cost using the effective interest rate method, less impairment losses, if any. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, as well as through the amortisation process.
(m) Derecognition of financial instruments
A financial asset is derecognised when:
- the rights to receive cash flows from the asset have expired,
- the Company retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a "pass through arrangement"; or
- the Company has transferred substantially all the risks and rewards of the asset, or has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled.
(n) Short term investments
Certificates of deposits are measured at fair value which is market value, all having a maturity of less than one year. Certificates of deposits are recognised on acquisition and shown in current assets on the balance sheet, they are derecognised on disposal with any realised gains or losses being included on the income statement.
(o) Impairment
The carrying amounts of the Group's assets, other than investment property, are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated. An impairment loss is recognised whenever the carrying amount of an asset exceeds its estimated recoverable amount. Impairment losses are recognised in the income statement.
(p) Segmental reporting
The Directors are of the opinion that the Group is engaged in a single segment of business being the property investment business. It operates in a single geographical segment (Europe) and the properties are let mainly to commercial entities.
(q) Intercompany loans
Loans between the Company and its subsidiaries that are not at a market rate of interest are initially recognised at fair value based on an estimated market rate, with the resultant gain or loss being recognised initially in the Company's income statement as a distribution gain. Subsequently, these are measured at amortised cost on an effective yield basis. After adjusting for amortisation, interest on these loans will be recognised on an effective yield basis over the term of the loans as set out in Note 22. Distribution gains are initially allocated to the capital reserve and periodic transfers are made from capital to revenue reserve in line with the corresponding amortisation of the loans on an effective yield basis as described above.
(r) Taxation
The Company has obtained exempt company status in Guernsey under the terms of the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989 and accordingly is subject to an annual fee of £600. The Directors intend to conduct the Group's affairs such that it continues to remain eligible for exemption.
The Company's subsidiaries are subject to income tax on any income arising on investment properties, after deduction of debt financing costs and other allowable expenses. However, when a subsidiary owns a property located in a country other than its country of residence the taxation of the income is defined in accordance with the double taxation treaty signed between the country where the property is located and the residence country of the subsidiary.
Income tax on the profit or loss for the year comprises current and deferred tax. Current tax is the expected tax payable on the taxable income for the year as determined under local tax law, using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous periods.
Deferred income tax is provided using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for taxation purposes. 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 enacted or substantially enacted at the balance sheet date. Deferred tax assets are recognised only to the extent that it is probable that future taxable profits will be available against which the asset is utilised.
Details of current tax and deferred tax assets and liabilities are disclosed in Note 16.
(s) Significant estimates and judgements
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equate to the related actual results. The estimates and assumptions that have significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are related to the Group's property valuation policy. Properties will be valued quarterly by external independent valuers as at the end of each calendar quarter. Their valuations will be reviewed quarterly by the Board.
(t) Derivative financial instruments
The Group uses derivative financial instruments to hedge its exposure to foreign exchange and interest rate risks arising from operational, financing and investment activities. In accordance with its treasury policy, the Group does not hold or issue derivative financial instruments for trading purposes. However, derivatives that do not qualify for hedge accounting are accounted for as trading instruments.
Derivative financial instruments are recognised initially at cost which is also deemed to be fair value. Subsequent to initial recognition, derivative financial instruments are stated at fair value. The gain or loss on remeasurement to fair value is recognised immediately in profit or loss. However, where derivatives qualify for hedge accounting, recognition of any resultant gain or loss depends on the nature of the item being hedged, as explained in section (u).
The fair value of the interest rate swaps and cross currency swaps is the estimated amount that the Group would receive or pay to terminate the swap at the balance sheet date, taking into account current interest rates and the current creditworthiness of the swap counterparties.
(u) Hedge accounting
The Group designates certain hedging instruments, which include derivatives and non-derivatives in respect of foreign currency risk, as either cash flow hedges, or hedges of net investments in foreign operations. Hedges of foreign exchange risk on firm commitments are accounted for as cash flow hedges.
The fair value of derivatives that are not exchange-traded is estimated at the amount that the Company would receive or pay to terminate the contract at the balance sheet date taking into account current market conditions (volatility, appropriate yield curve) and the current creditworthiness of the counterparties. The fair value of a forward contract is determined as a net present value of estimated future cash flows, discounted at appropriate market rates on the valuation date.
Investments in other unlisted open-ended investment funds are recorded at the Net Asset Value per share as reported by the managers of such funds.
Hedges which meet the strict criteria for hedge accounting are accounted for as follows:
Cash flow hedge
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are deferred in equity. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss as part of other expenses or other income. Amounts deferred in equity are recycled in profit or loss in the periods when the hedged item is recognised in profit or loss.
Hedges of a net investment
Hedges of a net investment in a foreign operation, including a hedge of a monetary item that is accounted for as part of the net investment, are accounted for in a way similar to cash flow hedges. Gains or losses on the hedging instrument relating to the effective portion of the hedge are recognised directly in equity in the foreign currency translation reserve. Any gains or losses relating to the ineffective portion are recognised in profit and loss. On disposal of the foreign operation, the cumulative value of any such gains or losses recognised directly in equity is transferred to profit or loss.
Hedge accounting is discontinued when the Group revokes the hedging relationship, the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. Any cumulative gain or loss deferred in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was deferred in equity is recognised immediately in profit or loss.
Note 19 contains details of the fair values of the derivative instruments used for hedging purposes. Movements in the hedging reserve in equity are also detailed in the statement of changes in equity.
3. Material agreements
(i) AXA Investment Managers UK Limited has been appointed as the Investment Manager of the Group pursuant to an Investment Management Agreement dated 18 April 2005. The Investment Manager is responsible for advising the Group on the overall management of the Group's investments and for managing the Group's investments in fixed income instruments in accordance with the Group's investment objective and policy, subject to the overall supervision of the Directors. Under the terms of the Investment Management Agreement, the Investment Manager is entitled to a management fee of 90 basis points per annum of gross assets together with reasonable expenses payable quarterly in arrears. The management fee shall be reduced by an amount equal to the fees payable to the Real Estate Adviser by the property subsidiaries such that the total fees payable by the Group to the Investment Real Estate Adviser and Investment Manager will not exceed 90 basis points per annum. Either party may terminate the Investment Management Agreement with not less than 12 months' notice in writing.
(ii) UBS Limited is Sponsor and Broker to the Company. The previous agreement (20 basis points per annum of gross assets) has been replaced from 1 October 2007 with an annual fixed fee payable at year end.
(iii) Northern Trust International Fund Administration Services (Guernsey) Limited is Administrator, Secretary and Registrar to the Company pursuant to the Administration Agreement dated 13 April 2005. The Administrator is entitled to receive a fixed fee of £65,000 per annum plus a variable fee which is dependant on additional work carried out by the Administrator for the Company from time to time. Fees are payable quarterly in arrears. In addition, the Administrator shall be entitled to be reimbursed for all reasonable out of pocket expenses incurred in the performance of its duties.
4. Gross rental income
Gross rental income for the year ended 30 June 2008 amounted to £10,850 thousand (2007: £7,607 thousand). The Group leases out all of its investment property under operating leases.
5. Administrative expenses
| Company | Group | |||
| 30 June 2008 £000s | 30 June 2007 £000s | 30 June 2008 £000s | 30 June 2007 £000s | |
| Directors' fees | 80 | 80 | 101 | 98 |
| Insurance fees | 14 | 14 | 14 | 14 |
| Administration fees | 152 | 148 | 369 | 272 |
| Subsidiaries' formation costs | - | - | 20 | 290 |
| Audit fees | 70 | 83 | 228 | 233 |
| Acquisition Costs | - | - | 81 | 116 |
| Legal and professional fees | 63 | 167 | 493 | 662 |
| General expenses | 160 | 79 | 320 | 241 |
| Total | 539 | 571 | 1,626 | 1,926 |
Each of the Directors receives a fee of £15,000 per annum from the Company. The chairman receives a fee of £20,000 per annum. The aggregate remuneration and benefits in kind of the Directors in respect of the Company's financial year ending on 30 June 2008 amounted to £80,000 (2007: £80,000) in respect of the Company and £101,040 (2007: £97,718) in respect of the Group.
6. Dividends
| Group | ||||
| Dividend payment date | No. of ordinary shares | Rate pence | 30 June 2008 £000s | 30 June 2007 £000s |
| 4 September 2006 | 100,000,000 | 1.45 | - | 1,450 |
| 15 December 2006 | 100,000,000 | 1.25 | - | 1,250 |
| 28 February 2007 | 100,000,000 | 1.00 | - | 1,000 |
| 25 May 2007 | 100,000,000 | 1.00 | - | 1,000 |
| 29 August 2007 | 100,000,000 | 1.00 | 1,000 | - |
| 1 November 2007 | 100,000,000 | 1.00 | 1,000 | - |
| 28 February 2008 | 100,000,000 | 1.00 | 1,000 | - |
| 28 May 2008 | 100,000,000 | 1.00 | 1,000 | - |
| Total | 4,000 | 4,700 | ||
A further dividend of £1 million (1 pence per share) was approved on 4 August 2008. The ex-dividend date was 13 August 2008 and the payment date was 29 August 2008.
7. Investment properties
| Company | Group | |||
| 30 June 2008 £000s | 30 June 2007 £000s | 30 June 2008 £000s | 30 June 2007 £000s | |
| Cost at the beginning of year | - | - | 128,169 | 77,152 |
| Additions during the year at cost | - | - | 5,640 | 61,147 |
| Disposal during the year | - | - | - | (10,130) |
| Cost of investment properties | - | - | 133,809 | 128,169 |
| Fair value adjustments | - | - | 6,837 | 7,901 |
| Foreign exchange translation | - | - | 21,565 | (1,959) |
| Market Value | - | - | 162,211 | 134,111 |
Investment properties comprise a number of commercial properties that are leased to third parties. There were no (2007: one) contracts to purchase investment property exchanged in the period which were not completed at 30 June 2008. Related acquisition costs were £nil (2007: £183 thousand) which is included in other assets on the balance sheet. The portfolio in the Investment Manager's Report shows the properties acquired by the Group.
Market Price Risk
Property and property related assets are inherently difficult to value due to the individual nature of each property. As a result, valuations are subject to uncertainty. There is no assurance that the estimates resulting from the valuation process will reflect the actual sales price even where a sale occurs shortly after the valuation date. Rental income and the market value for properties are generally affected by overall conditions in the local economy, such as growth in Gross Domestic Product (GDP), employment trends, inflation and changes in interest rates. Changes in GDP may also impact employment levels, which in turn may impact the demand for premises. Furthermore, movements in interest rates may affect the cost of financing for real estate companies.
Both rental income and property values may be affected by other factors specific to the real estate market, such as competition from other property owners, the perceptions of prospective tenants of the attractiveness, convenience and safety of properties, the inability to collect rents because of the bankruptcy or the insolvency of tenants, the periodic need to renovate, repair and release space and the costs thereof, the costs of maintenance and insurance, and increased operating costs. The Investment Manager addresses market risk through a selective investment process, credit evaluations of tenants, on going monitoring of tenants and through effective management of the properties.
Market price sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to property valuation risks at the reporting date. Any changes in market conditions will directly affect the profit or loss reported through the Income Statement. A 5% increase in the value of the direct properties (after deferred tax) at 30 June 2008 would have increased net assets and income for the year by £6,488 thousand (2007: £5,364 thousand). A decrease of 5% would have had an equal but opposite effect.
A 5% increase in the underlying property portfolio (after deferred tax) of the indirect property fund (Porto Kali) at 30 June 2008 would have increased net assets and income for the year by £799 thousand (2007: £736 thousand). A decrease of 5% would have had nil impact (2007: nil).
8. Joint ventures
On 16 October 2006 the Group disposed of 50% of the equity in the Italian subsidiary Property Trust Agnadello S.r.l. which holds a logistics warehouse in Agnadello, Italy. The equity was acquired by European Added Value Fund Sàrl, a subsidiary of European Added Value Fund Limited ("EAVF"). The Manager of EAVF is Partnership Incorporations Limited, which has appointed AXA Real Estate Investment Managers UK Limited to act as real estate adviser to EAVF. The transaction was at arms length, at no gain or loss and the sale price represented market value. The underlying property value was confirmed by Knight Frank LLP, independent valuers to the Company.
The Group is entitled to a proportionate share of the rental income received and bears a proportionate share of the outgoings. The following amounts are included in the Group Financial Statements as a result of the proportionate consolidation of Property Trust Agnadello Srl:
| Company | Group | |||
| 30 June 2008 £000s | 30 June 2007 £000s | 30 June 2008 £000s | 30 June 2007 £000s | |
| Current assets | - | - | 3,002 | 2,162 |
| Non-current assets | - | - | 14,273 | 10,096 |
| Current liabilities | - | - | 308 | 271 |
| Non-current liabilities | - | - | 14,021 | 10,568 |
| 30 June 2008 £000s | 30 June 2007 £000s | 30 June 2008 £000s | 30 June 2007 £000s | |
| Income | - | - | 1,825 | 1,571 |
| Expenses | - | - | 1,186 | 1,271 |
9. Other investments
| Company | Group | |||
| 30 June 2008 £000s | 30 June 2007 £000s | 30 June 2008 £000s | 30 June 2007 £000s | |
| Non-current assets |
|
| ||
| Addition during the year | - | - | - | 1,016 |
| Fair value adjustment | - | - | - | (1,016) |
| Total | - | - | - | - |
Financial assets designated at fair value through profit or loss includes the 12% equity investment held in the holding company of the Dutch office portfolio Porto Kali. The investment was acquired for £1,016 thousand on 22 June 2007. At 30 June 2008 the fair value of the investment was nil (2007: nil).
10. Intra group loans receivable
| Company | Group | |||
| 30 June 2008 £000s | 30 June 2007 £000s | 30 June 2008 £000s | 30 June 2007 £000s | |
| Non-current | ||||
| Back to back loans | 84,301 | 70,273 | - | - |
| Mezzanine loans | 66,658 | 57,036 | - | - |
| Working capital loans | 79 | 44 | - | - |
| Profit participating loan | 11,610 | 10,208 | - | - |
| Total | 162,648 | 137,561 | - | - |
| Current | ||||
| Low interest loans | 6,712 | 5,457 | - | - |
| Current accounts | 44 | 84 | - | - |
| Total | 6,756 | 5,541 | - | - |
The above includes the unamortised portion of the fair value gains recognised on initial measurement of mezzanine and working capital loans.
11. Non-Group loan receivables
During 2007 the Group made a long term loan of £9,109 thousand (EUR 13,532 thousand) to the holding company of the Porto Kali office portfolio. The loan bears interest at a floating rate of three month Euribor plus 2.25% and is repayable by the tenth anniversary of the commencement date.
On 29 February 2008, £223 thousand (EUR 282 thousand) was repaid, with £10,490 thousand (EUR 13,250 thousand) long term loan remaining.
12. Cash and cash equivalents
| Company | Group | |||
| 30 June 2008 £000s | 30 June 2007 £000s | 30 June 2008 £000s | 30 June 2007 £000s | |
| Bank balances | 1,880 | 1,108 | 9,028 | 5,838 |
| Fixed deposits | 11,083 | - | 11,083 | 320 |
| Total | 12,963 | 1,108 | 20,111 | 6,158 |
13. Trade and other receivables
| Company | Group | |||
| 30 June 2008 £000s | 30 June 2007 £000s | 30 June 2008 £000s | 30 June 2007 £000s | |
| VAT receivable | - | - | 303 | 2,095 |
| Rent receivable | - | - | 532 | 139 |
| Prepayments | 8 | 12 | 2,242 | 749 |
| Accrued income | 91 | - | 600 | 292 |
| Witholding tax receivable | - | - | 254 | 119 |
| Intragroup loan interest | 10,034 | 3,295 | - | - |
| Other receivable | 300 | 150 | 367 | 178 |
| Total | 10,433 | 3,457 | 4,298 | 3,572 |
14. Trade and other payables
| Company | Group | |||
| 30 June 2008 £000s | 30 June 2007 £000s | 30 June 2008 £000s | 30 June 2007 £000s | |
| Property acquisition costs | - | - | 176 | 484 |
| Investment manager fee | 124 | 167 | 1,170 | 1,066 |
| Legal and professional fees | 2 | 16 | 204 | 358 |
| Other | 15 | 8 | 649 | 361 |
| Rent prepaid | - | - | 230 | 181 |
| Audit fee | 53 | 30 | 171 | 174 |
| VAT payable | - | - | 2,142 | 750 |
| Tax | - | - | 150 | 51 |
| Administration and Company Secretarial fees | 32 | - | 119 | 72 |
| Directors' fees | 4 | - | 6 | 2 |
| Interest payable on Calyon drawdown facility | 614 | 236 | 614 | 318 |
| Sponsor fees | 38 | 125 | 38 | 124 |
| Total | 882 | 582 | 5,669 | 3,941 |
15. Long term loan
| Company | Group | |||
| 30 June 2008 £000s | 30 June 2007 £000s | 30 June 2008 £000s | 30 June 2007 £000s | |
| Non-current liabilities | ||||
| Secured bank loans | 63,637 | 39,796 | 72,938 | 47,705 |
| Loan due to third party | - | - | 71 | 57 |
| Total | 63,637 | 39,796 | 73,009 | 47,762 |
As at 30 June 2008, the Group's main loan facility with Calyon Corporate and Investment Bank was fully drawn to £63,637 thousand (EUR 80,386 thousand). The Company cancelled the undrawn portion of the outstanding EUR 122 million facility with effect as of 28 March 2008. The loan matures on 3 April 2011. Loans drawn down from the main facility are secured over the shares in the Company's subsidiaries Property Trust Luxembourg 1 Sàrl, Property Trust Luxembourg 2 Sàrl and Property Trust Luxembourg 3 Sàrl. In addition to the main loan facility, the Group has a 50% interest in the joint venture Property Trust Agnadello S.r.l. which holds long term bank debt of £9,302 thousand (EUR 11,750 thousand) secured over the property and assets of the joint venture. £2,177 thousand (EUR 2,750 thousand) of the loan was repaid by Property Trust Agnadello S.r.l. after the year end. Further details are included in Note 25.
16. Taxation
| Group | ||
| 30 June 2008 £000s | 30 June 2007 £000s | |
| Reconciliation of effective tax rate | ||
| Effect of: | ||
| Current tax - Luxembourg | 1 | 1 |
| Current tax - Italy | - | 61 |
| Current tax - Netherlands | - | 14 |
| Current tax - Belgium | - | - |
| Current tax - Germany | - | 14 |
| Deferred tax charge | 34 | 2,224 |
| Tax charge incurred during the year | 35 | 2,314 |
| Payment on account | (139) | (39) |
| Taxation (paid in advance)/payable | (104) | 2,275 |
Recognised deferred tax and liabilities
Deferred tax assets and liabilities are attributable to the following items:
| 30 June 2008 | |||
| Assets £000s | Liabilities £000s | Net £000s | |
| Investment property | 94 | (3,185) | (3,091) |
| Loss on fair value of financial assets | - | (1) | (1) |
| Gain on derivatives | - | (24) | (24) |
| Tax value of loss carry forwards recognised | 519 | - | 519 |
| Tax assets/(liabilities) | 613 | (3,210) | (2,597) |
| 30 June 2007 | |||
| Assets £000s | Liabilities £000s | Net £000s | |
| Investment property | 260 | (3,195) | (2,935) |
| Loss on fair value of financial assets | 299 | - | 299 |
| Gain on derivatives | - | (20) | (20) |
| Tax value of loss carry forwards recognised | 416 | - | 416 |
| Tax assets/(liabilities) | 975 | (3,215) | (2,240) |
Movement in temporary differences
| 1 July 2007 £000s | Recognised in income statement £000s | Foreign exchange translation £000s | 30 June 2008 £000s | |
| Investment property | (2,935) | (563) | (445) | (3,943) |
| Investment property- change in tax rate | - | 852 | - | 852 |
| Loss on fair value of financial assets | 299 | (353) | 53 | (1) |
| Gain on derivatives | (20) | - | (4) | (24) |
| Tax value of loss carry forwards recognised - change in tax rate | - | (207) | 74 | (133) |
| Tax value of loss carry forwards recognised | 416 | 236 | - | 652 |
| Tax assets/(liabilities) | (2,240) | (35) | (322) | (2,597) |
| 1 July 2006 £000s | Recognised in income statement £000s | Foreign exchange translation £000s | 30 June 2007£000s | |
| Investment property | (236) | (2,699) | - | (2,935) |
| Loss on fair value of financial assets | - | 299 | - | 299 |
| Gain on derivatives | - | (20) | - | (20) |
| Tax value of loss carry forwards recognised | 220 | 196 | - | 416 |
| Tax assets/(liabilities) | (16) | (2,224) | - | (2,240) |
17. Share capital
| 30 June 2007 | 30 June 2007 | |||
| Number of shares | Share premium £000s | Number of shares | Share premium £000s | |
| Shares of no par value issued and fully paid | 100,000,000 | 100,000 | 100,000,000 | 100,000 |
On 24 June 2005 the Royal Court of Guernsey confirmed the reduction of capital by way of cancellation of the Company's share premium account. The amount cancelled, being £100 million, was credited in the financial period to 30 June 2006 as a distributable reserve established in the Company's books of account and shall be available as distributable profits to be used for all purposes permitted under Guernsey law, including the payment of dividends.
Capital risk management
The Company's capital is represented by the Ordinary Shares, revaluation reserves, capital reserves, hedging reserves distributable reserves and foreign exchange reserves. The capital of the Company is managed in accordance with its investment policy in pursuit of its investment objective, both of which are set out above. It is not subject to externally imposed capital requirements.
The Company was authorised at the Annual General Meeting (AGM) on 10 December 2007 to make market purchases of up to 14.99% of its Ordinary Shares until the earlier of the next AGM or 31 December 2008. Purchases will only be made at prices below the prevailing Net Asset Value of the shares where the Directors believe such purchases will enhance shareholder value. In the Prospectus (issued by the Company on 18 April 2005), the Directors stated their intention to seek annual renewal of this authority. Share buy backs are at the discretion of the Board.
18. Net Asset Value per ordinary share
The Net Asset Value per ordinary share at 30 June 2008 is based on the net assets attributable to the ordinary shareholders of £114,797 thousand (2007: £99,979 thousand) and on 100,000,000 (2007: 100,000,000) ordinary shares in issue at the balance sheet date.
19. Financial instruments
The Group is exposed to various types of risk that are associated with financial instruments. The Group's financial instruments comprise bank deposits, cash, derivative financial instruments receivables and payables that arise directly from its operations. The carrying value of financial assets and liabilities approximates the fair value.
The main risks arising from the Group's financial instruments are market risk, credit risk, liquidity risk, interest risk and currency risk. The Board review and agrees policies for managing its risk exposure. These policies are summarised below and have remained unchanged for the year under review.
Credit Risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate as a means of mitigating the risk of financial loss from defaults. The Group and Company's exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approve counterparties.
The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit-ratings assigned by international credit-ratings agencies.
At the reporting date, the financial assets exposed to credit risk amounted to the following:
| Company | |||||
| At 30 June 2008 | Within one year £000s | 1-2 years £000s | 2-5 years £000s | More than 5 years £000s | Total £000s |
| Cash and cash equivalents | 12,963 | - | - | - | 12,963 |
| Trade and other receivables | 10,433 | - | - | - | 10,433 |
| Intra group loans receivable | 6,756 | - | - | 162,648 | 169,404 |
| Derivative financial instruments | - | - | - | 1,647 | 1,647 |
| Total | 30,152 | - | - | 164,295 | 194,447 |
| At 30 June 2007 | Within one year £000s | 1-2 years £000s | 2-5 years £000s | More than 5 years £000s | Total £000s |
| Cash and cash equivalents | 1,108 | - | - | - | 1,108 |
| Trade and other receivables | 3,457 | - | - | - | 3,457 |
| Intra group loans receivable | 5,541 | - | - | 137,561 | 143,102 |
| Derivative financial instruments | - | - | - | 355 | 355 |
| Total | 10,106 | - | - | 137,916 | 148,022 |
| Group | |||||
| At 30 June 2008 | Within one year £000s | 1-2 years £000s | 2-5 years £000s | More than 5 years £000s | Total £000s |
| Cash and cash equivalents | 20,111 | - | - | - | 20,111 |
| Rents receivable | 532 | - | - | - | 532 |
| Trade and other receivables | 3,766 | - | - | - | 3,766 |
| Derivative financial instruments | - | - | - | 1,857 | 1,857 |
| Non-group loans receivable | - | - | - | 10,490 | 10,490 |
| Total | 24,409 | - | - | 12,347 | 36,756 |
| At 30 June 2007 | Within one year £000s | 1-2 years £000s | 2-5 years £000s | More than 5 years £000s | Total £000s |
| Cash and cash equivalents | 6,158 | - | - | - | 6,158 |
| Rents receivable | 139 | - | - | - | 139 |
| Trade and other receivables | 3,433 | - | - | - | 3,433 |
| Derivative financial instruments | - | - | - | 465 | 465 |
| Non-group loans receivable | - | - | - | 9,109 | 9,109 |
| Total | 9,730 | - | - | 9,574 | 19,304 |
Liquidity Risk
The Group may encounter liquidity risk when realising assets or otherwise raising funds to meet financial commitments. Investments in property are relatively illiquid, however, the Group has mitigated this risk by investing in desirable properties in strong locations.
The Group prepares forecasts annually in advance which enables the Group's operating cash flow requirements to be anticipated and ensures that sufficient liquidity is available to meet foreseeable needs and to invest any surplus cash assets safely and profitably. The Group also monitors the cash position in all subsidiaries to ensure that any working capital needs are addressed as early as possible.
The table below summarises the maturity profile of the Group's financial liabilities.
| Company | ||||
| At 30 June 2008 | Less than 3 months £000s | 3-12 months £000s | 1-5 years £000s | Total £000s |
| Interest bearing loans | - | - | 63,637 | 63,637 |
| Trade and other payables | 790 | 92 | - | 882 |
| Derivative financial instruments | - | - | 3,167 | 3,167 |
| Total | 790 | 92 | 66,804 | 67,686 |
| At 30 June 2007 | Less than 3 months £000s | 3-12 months £000s | 1-5 years £000s | Total £000s |
| Interest bearing loans | - | - | 39,796 | 39,796 |
| Trade and other payables | 427 | 155 | - | 582 |
| Derivative financial instruments | - | - | 18 | 18 |
| Total | 427 | 155 | 39,814 | 40,396 |
| Group | ||||
| At 30 June 2008 | Less than 3 months £000s | 3-12 months £000s | 1-5 years £000s | Total £000s |
| Interest bearing loans | - | - | 73,009 | 73,009 |
| Trade and other payables | 5,027 | 642 | - | 5,669 |
| Derivative financial instruments | - | - | 3,167 | 3,167 |
| Total | 5,027 | 642 | 76,176 | 81,845 |
| At 30 June 2007 | Less than 3 months £000s | 3-12 months £000s | 1-5 years £000s | Total £000s |
| Interest bearing loans | - | - | 47,762 | 47,762 |
| Trade and other payables | 3,343 | 598 | - | 3,941 |
| Derivative financial instruments | - | - | 18 | 18 |
| Total | 3,343 | 598 | 47,780 | 51,721 |
Interest Rate Risk
Floating rate financial assets comprise the cash balances which bear interest at rates based on bank base rates. The Group is exposed to cash flow risk as the Group borrows funds under the loan facility with Calyon Corporate and Investment Bank at floating interest rates. The Group manages this risk by using interest rate swaps and caps denominated in Euro. The swaps mature over the next three years following the maturity of the related loans and have swap rates ranging from 3.82% to 4.72%. At 30 June 2008, the Group had interest rate swaps with a notional contract amount of £70,762 thousand (EUR 89,386 thousand) (2007: £45,854 thousand (EUR 68,122 thousand)). This exposes the Group to interest rate risk as fluctuations in interest rates will affect the fair value of hedges. The following table demonstrates the sensitivity to potential fluctuations in the interest rate (ceteris paribus) of the Group's equity (due to changes in the fair value of hedges).
| Company | ||
| Increase/ decrease in Euribor | Effect on equity £000s | |
| At 30 June 2008 | +1% | 1,790 |
| -1% | (1,147) | |
| At 30 June 2007 | +1% | 1,139 |
| -1% | (687) | |
| Group | ||
| Increase/ decrease in Euribor | Effect on equity £000s | |
| At 30 June 2008 | +1% | 1,885 |
| -1% | (1,245) | |
| At 30 June 2007 | +1% | 1,220 |
| -1% | (801) | |
All interest rate swap contracts exchanging floating rate interest amounts for fixed rate interest amounts are designated as cash flow hedges in order to reduce the Group's cash flow exposure resulting from variable interest rates on borrowings. The interest rate swaps and the interest payments on the loan occur simultaneously and the amount deferred in equity is recognised in profit or loss over the loan period.
Interest rate and cross currency swaps
| Company | ||||
| 30 June 2008 | 30 June 2007 | |||
| Assets £000s | Liabilities £000s | Assets £000s | Liabilities £000s | |
| Non-current | ||||
| Interest rate swaps | 1,623 | 184 | 355 | - |
| Cross currency swaps | 24 | 2,167 | - | 18 |
| 1,647 | 2,351 | 355 | 18 | |
| Group | ||||
| 30 June 2008 | 30 June 2007 | |||
| Assets £000s | Liabilities £000s | Assets £000s | Liabilities £000s | |
| Non-current | ||||
| Interest rate swaps | 1,833 | 184 | 465 | - |
| Cross currency swaps | 24 | 2,167 | - | 18 |
| 1,857 | 2,351 | 465 | 18 | |
The following table details the notional principal amounts and remaining terms of interest rate swap and foreign exchange swap contracts outstanding as at reporting date.
Cash flow hedge
| Average contracted fixed interest rate | Notional principal amount | Fair value | ||||
| Interest rate and cross currency swaps | 30 June 2008 % | 30 June 2007 % | 30 June 2008 EUR 000s | 30 June 2007 EUR 000s | 30 June 2008 £000s | 30 June 2007 £000s |
| Group | ||||||
| 2 to 5 years | 3.82%- 4.72% | 3.82% - 4.72% | 237,954 | 154,245 | (494) | 447 |
| Company | ||||||
| 2 to 5 years | 3.82% - 4.72% | 3.82% - 4.72% | 228,954 | 145,245 | (704) | 337 |
The interest rate swaps settle on a quarterly basis. The basis of floating rate is 3-month Euribor which at the year end was 4.96% (2007: 4.25%). The Group and Company will settle the difference between the fixed and floating rate on a net basis.
Interest re-pricing
| Company | ||||
|
| Effective interest rate % | Total as per balance sheet £000s | Fixed rate £000s | Floating rate 3 months or less £000s |
| Financial assets | ||||
| Interest bearing loans and borrowings | ||||
| Back to back loans | 7.71% | 84,301 | - | 84,301 |
| Mezzanine loans | 5.80 - 7.18% | 66,658 | 66,658 | - |
| Working capital | 1.00% | 79 | 79 | - |
| Low interest loans | 0.50% | 6,713 | 6,713 | - |
| Profit participating loan | 1.00% | 11,609 | 11,609 | - |
| Total | 169,360 | 85,059 | 84,301 | |
| Financial liabilities | ||||
| Long term loans | 5.70% | 63,637 | - | 63,637 |
| Total | 63,637 | - | 63,637 | |
| Group | ||||
| Effective interest rate % | Total as per balance sheet £000s | Fixed rate £000s | Floating rate 3 months or less £000s | |
| Financial assets | ||||
| Non-group loans receivable | 10,490 | 10,490 | - | |
| Cash and cash equivalents | 20,111 | - | 20,111 | |
| Total | 30,601 | 10,490 | 20,111 | |
| Financial liabilities | ||||
| Long term loans | 5.60% - 5.70% | 73,009 | - | 73,009 |
| Total | 73,009 | - | 73,009 | |
Foreign currency risk
The European subsidiaries will invest in properties using currencies other than Sterling, the Company's functional and presentational currency, and the balance sheet may be significantly affected by movements in the exchange rates of such currencies against Sterling. The Group will review and manage currency exposure on an appropriate basis.
The Group has hedged foreign currency exposure in respect of £1.14 million (EUR 1.60 million) quarterly interest receipts in Euro over the next four years through the use of cross currency swaps.
In the current year, the Group has designated certain forward contracts as a hedge of its net investment in subsidiaries, whose functional currency is the Euro. The Group has hedged the Sterling equivalent of EUR 120 million, representing approximately 83% of foreign currency risk arising on translation of the foreign operations.
The following table sets out the total exposure to foreign currency risk and the net exposure to foreign currency of the monetary assets and liabilities.
| Company | ||||
| Monetary assets £000s | Monetary liabilities £000s | Forward foreign exchange contracts £000s | Net Exposure £000s | |
| At 30 June 2008 | 190,614 | (63,636) | (816) | 126,162 |
| At 30 June 2007 | 147,501 | (39,796) | - | 107,705 |
| Group | ||||
| Monetary assets £000s | Monetary liabilities £000s | Forward foreign exchange contracts £000s | Net Exposure £000s | |
| At 30 June 2008 | 33,068 | (82,819) | (816) | (50,567) |
| At 30 June 2007 | 17,735 | (51,703) | - | (33,968) |
Foreign currency risk sensitivity
The following table demonstrates the sensitivity to potential fluctuations in the Euro exchange rate (ceteris paribus) of the Group's profit before tax (due to changes in the fair value of monetary assets and liabilities) and the Group's equity (due to changes in the fair value of forward exchange contracts and net investment hedges).
| Company | ||
| Increase/decrease in Euro rate | Effect on equity £000s | |
| At 30 June 2008 | +5% | (1,013) |
| -5% | 1,013 | |
| At 30 June 2007 | +5% | 4,517 |
| -5% | (4,517) | |
| Group | ||
| Increase/decrease in Euro rate | Effect on equity £000s | |
| At 30 June 2008 | +5% | (10,370) |
| -5% | 10,370 | |
| At 30 June 2007 | +5% | (3,117) |
| -5% | 3,117 | |
The Group had the following derivative contracts outstanding at the reporting date:
| 30 June 2008 | ||||
| Counterparty | Settlement date | Average Exchange rate | Foreign currency EUR 000s | Fair value £000s |
| Net investment hedging | ||||
| Calyon | 30/6/15 | 1.19 -1.25 | 120,000 | (816) |
| 30 June 2008 | ||||
| Counterparty | Settlement date | Average exchange rate | Notional Amount EUR 000s | Fair value £000s |
| Cross currency swap | ||||
| National Australia Bank Ltd. | 30/4/12 | 1.42 - 1.44 | 101,861 | (1,695) |
| Calyon | 30/4/12 | 1.23 -1.44 | 46,707 | (449) |
| 30 June 2008 | ||||
| Counterparty | Settlement date | Fixed interest rate | Notional amount EUR 000s | Fair value £000s |
| Interest rate swaps | ||||
| Calyon | 30/7/10 | 3.82% - 4.72% | 89,386 | 1,143 |
| Interest rate caps | ||||
| Calyon | 16/1/12 | 4.5% | 92,136 | 505 |
| 30 June 2007 | ||||
| Counterparty | Settlement date | Fixed interest rate | Notional amount EUR 000s | Fair value £000s |
| Cross currency swap | ||||
| National Australia Bank Ltd | 30/4/12 | 1.43 | 57,416 | 5 |
| Calyon | 30/4/12 | 1.44 | 28,708 | (23) |
| 30 June 2007 | ||||
| Counterparty | Settlement date | Interest rate | Notional amount EUR 000s | Fair value £000s |
| Interest rate swaps | ||||
| Calyon | 30/7/10 | 3.85%-4.72% | 68,122 | 406 |
| Interest rate caps | ||||
| Calyon | 29/7/11 | 4.50% | 70,871 | 59 |
20. Reserves
(a) Revaluation reserves
Revaluation reserves of the Group arose from the revaluation gain on properties, financial assets and derivatives.
(b) Capital reserves
Capital reserves of the Company arose from fair value adjustment of loans to subsidiaries granted at rates higher than prevailing market interest rates.
(c) Hedging reserves
Hedging reserves comprise the effective portion of the cumulative net change in the fair value of hedging instruments where the hedged transaction has not yet occurred.
| Company | Group | |||
| 30 June 2008 £000s | 30 June 2007 £000s | 30 June 2008 £000s | 30 June 2007 £000s | |
| Balance at beginning of financial year | 338 | - | 412 | - |
| Gains/(loss) recognised on cash flow hedges: | ||||
| Interest rate swaps | 947 | 356 | 947 | 430 |
| Currency swaps | (2,198) | (18) | (2,198) | (18) |
| Balance at end of financial year | (913) | 338 | (839) | 412 |
(d) Distributable reserves
Distributable reserve arose from the cancellation of the share premium account pursuant to the special resolution passed at the Extraordinary General Meeting on 13 April 2005 and approved by the Royal Court of Guernsey on 24 June 2005.
(e) Foreign exchange reserves
Foreign exchange reserve arose as a result of the translation of the financial statements of foreign operations, the functional currency of which is not Sterling.
21. Related party transactions
The Directors are responsible for the determination of the Company's investment objective and policy and have overall responsibility for the Group's activities including the review of investment activity and performance.
Mr Hunter, Chairman of the Company, and Mr. Ray, a Director of the Company, form the majority of the Directors of its subsidiaries, Property Trust Luxembourg 1 Sàrl, Property Trust Luxembourg 2 Sàrl and Property Trust Luxembourg 3 Sàrl and are able to control the investment policy of the Luxembourg subsidiaries to ensure it conforms with the investment policy of the Company. Mr Ray is also a Managing Director of AXA Real Estate Investment Managers Belgium S.A.
Mr Farrell, a Director of the Company, is also a partner in Ozannes, the Guernsey legal advisers to the Company. The total charge to the income statement during the year in respect of Ozannes legal fees were £713 (2007: £4,628) which was settled during the year.
Mr Marren, a Director of the Company, is also a Director of Northern Trust International Fund Administration Services (Guernsey) Limited ("Northern Trust"), the Administrator, Secretary and Registrar for the Company. The total administration fees charged to the income statement in respect of Northern Trust administration fees is £151,541 (2007: £147,795) for the year of which £31,927 (2007: £nil) remained payable at the year end.
Mr Monier, a Director of the Company, acquired 85,000 shares (0.85% of the Company's issued share capital) on 10 March 2008.
Under the Investment Management Agreement, fees are payable to the Investment Manager, Real Estate Adviser and other entities within the AXA Group. These entities are involved in the planning and direction of the Company and Group, as well as controlling aspects of their day to day activity, subject to the overall supervision of the Directors. During the year, fees of £1,728 thousand (2007: £1,084 thousand) were expensed to the income statement of which £1,170 thousand(EUR 1,066 thousand) remained payable at the year end.
During the year, the Company made various loans to its subsidiaries, of which details are disclosed in Note 22.
22. Intercompany loans
The Company made various loans to the subsidiaries as follows:
(a) Mezzanine loans
Included in non-current receivables from subsidiaries are loans for the purpose of property acquisition amounting to £55,476 thousand (2007: £45,744 thousand) with a fair value of £66,658 thousand (2007: £57,036 thousand). The difference of £11,182 thousand (2007: £11,453 thousand) between the fair value at initial recognition of these loans (£66,658 thousand; 2007: £57,034 thousand) and their settlement value is recognised as a distribution gain in the Company's income statement. These loans are unsecured and bear interest at the coupon rate of 9.75% per annum, their repayment dates ranging from 2015 to 2017. Based on the Company's accounting policies the difference between the fair value of the loans and their settlement amounts is recognised at the date of the granting of the loans as distribution gain in the Company's income statement and amortised over the lives of the loans.
(b) Back to back loans
Included in non-current loan receivable from subsidiaries are loans for the purpose of property acquisition amounting to £84,301 thousand (2007: £70,273 thousand). These are unsecured and bear interest at Euribor plus 2.75% per annum, their repayable dates ranging between 2015 and 2017.
(c) Low interest loans
Included in current loan receivables from subsidiaries are loans for the purpose of property acquisition amounting to £6,713 thousand (2007: £5,457 thousand). These are unsecured and bear interest at the coupon rate of 0.5% per annum and are repayable within less than one year.
(d) Working capital loans
Included in non-current loan receivables from subsidiaries are loans for the purpose of working capital amounting to £50 thousand (2007: £67 thousand). These are unsecured and bear interest at the coupon rate of 1.0% per annum, their repayable dates ranging between 2015 and 2016.
(e) Current Accounts
Included in current loan receivables from subsidiaries are short term loans amounting to £nil (2007: £84 thousand). These do not bear interest and are repayable within six months.
(g) Profit participating loan
Included in current loan receivables from subsidiaries are loans for the purpose of investment acquisition amounting to £11,609 thousand (2007: £10,208 thousand). These are unsecured and bear fixed interest at the coupon rate of 1.0% per annum. In addition to the fixed interest, the loan also bears a tracking interest as per the Profit Participation Loan agreement. The loan matures on the 49th anniversary of the loan date.
23. Group entities
AXA Property Trust Limited, the Company, is the parent of the Group. It was incorporated in Guernsey on 5 April 2005. The Company owns the following subsidiaries:
| Directly owned by the Company at 30 June 2008 | |||||
| Subsidiaries | Investment in Subsidiaries £000s | Country of Incorporation | Date of Incorporation | Ownership Interest % | Principal Activities |
| Property Trust Luxembourg 1 Sàrl | 1,502 | Luxembourg | 20 July 2005 | 100 | Holding Company |
| Property Trust Luxembourg 2 Sàrl | 1,448 | Luxembourg | 24 November 2005 | 100 | Holding Company |
| Property Trust Luxembourg 3 Sàrl | 178 | Luxembourg | 2 June 2006 | 100 | Holding Company |
| Total | 3,128 | ||||
| Owned by Property Trust Luxembourg 1 Sàrl, Property Trust Luxembourg 2 Sàrl and Property Trust Luxembourg 3 Sàrl | ||
| Country of Incorporation | Ownership Interest % | |
| Property Trust Luxembourg 1 Sàrl | ||
| Property Trust Karben Sàrl | Luxembourg | 100 |
| Property Trust Treuchtlingen Sàrl | Luxembourg | 100 |
| Property Trust Altenstadt Sàrl | Luxembourg | 100 |
| Property Trust Wuerzburg Sàrl | Luxembourg | 100 |
| Property Trust Moosburg Sàrl | Luxembourg | 100 |
| Property Trust Muehldorf Sàrl | Luxembourg | 100 |
| Property Trust Berlin 1 Sàrl | Luxembourg | 100 |
| Property Trust Fuerth Sàrl | Luxembourg | 100 |
| Property Trust Berlin 4 Sàrl | Luxembourg | 100 |
| Property Trust Netherlands 1 B.V. | Netherlands | 100 |
| Keyser Center N.V. | Belgium | 0.05 |
| Property Trust Luxembourg 2 Sàrl | ||
| Property Trust Bernau Sàrl | Luxembourg | 100 |
| Property Trust Rothenburg 1 Sàrl | Luxembourg | 100 |
| Property Trust Rothenburg 2 Sàrl | Luxembourg | 100 |
| Property Trust Kraichtal Sàrl | Luxembourg | 100 |
| Property Trust Montabauer Sàrl | Luxembourg | 100 |
| Property Trust Dasing Sàrl | Luxembourg | 100 |
| Property Trust Dresden Sàrl | Luxembourg | 100 |
| Keyser Center N.V. | Belgium | 99.95 |
| Property Trust Agnadello S.r.l. | Italy | 50 |
| Multiplex 1 S.r.l | Italy | 100 |
| Property Trust Luxembourg 3 Sàrl | ||
| Property Trust Koethen Sàrl | Luxembourg | 100 |
| Property Trust Kali Sàrl | Luxembourg | 100 |
24. Commitments
The joint venture Property Trust Agnadello S.r.l. is committed to carry out repairs and improvements to enhance the capital value of the building at an estimated cost of £1.8 million (EUR 2.5 million) for which the Group is providing 50% of the funding. The consolidated Financial Statements include the Group's share of capital expenditure incurred as at 30 June 2008 (£0.4 million; EUR 0.5 million) and the related payable. Payment of the balance is anticipated by the end of 2008.
25. Post balance sheet events
On 15 July 2008 the joint venture Property Trust Agnadello S.r.l. settled in full a £4.4 million (EUR 5.5 million) loan from Calyon Corporate and Investment Bank. The loan facility was put in place to finance VAT on the acquisition of the property which has since been refunded by the Italian tax authorities. The related interest rate cap for the same amount was cancelled on 18 July 2008, realising a gain of £22 thousand (EUR 30 thousand).
Corporate Information
Directors (all non-executive)
C. J. Hunter (Chairman)
G. J. Farrell
R. G. Ray
J. M. Marren
S. C. Monier
Registered Office
Trafalgar Court
Les Banques
St Peter Port
Guernsey GY1 3QL
Channel Islands
Investment Manager
AXA Investment Managers UK Limited
7 Newgate Street
London EC1A 7NX
United Kingdom
Real Estate Adviser
AXA Real Estate Investment Managers UK Limited
7 Newgate Street
London EC1A 7NX
United Kingdom
Sponsor and Broker
UBS Limited
1 Finsbury Avenue
London EC2M 2PP
United Kingdom
Administrator, Secretary and Registrar
Northern Trust International Fund Administration Services (Guernsey) Limited
P.O. Box 255
Trafalgar Court
Les Banques
St Peter Port
Guernsey GY1 3QL
Channel Islands
Websites:
www.axa-im.com
www.axapropertytrust.com