RNS Number : 9725J
Nordic Land Limited
11 December 2008
Nordic Land plc
Interim Report
For the period from 1 April to 30 September 2008
The Company's shares are traded on the AIM market of the London Stock Exchange.
HIGHLIGHTS
-
Property portfolio valued as at 30 September 2008 at £63.3 million (SEK 786.5 million) compared to £67.9 million (SEK 800.0 million) as at 31 March 2008
-
Adjusted NAV per share * of £1.00 as at 30 September 2008 (31 March 2008: £1.17)
-
Net rental income for the six month period to 30 September 2008 was £1.6 million (period ended 30 September 2007: £1.0 million)
-
Pre-let agreement signed for new 1,130 m2 retail warehouse unit at Borlänge
(* Adjusted NAV per share is the Net Asset Value per Share of the Group adjusted to exclude the effect of deferred tax relating to the revaluation of investment properties and the fair value of derivative financial instruments net of attributable taxation).
'The Board is most encouraged by the performance of the portfolio which has proven most resilient when compared to similar portfolios in most European countries.'
Ray Horney, Chairman
For further information please contact:
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Nordic Land plc
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Ian Knight
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+44 (0) 1892 752005
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SP Angel Corporate Finance LLP
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John Mackay
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+44 (0) 20 7647 9642
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Matrix Corporate Capital LLP
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Stephen Mischler
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+44 (0) 20 3206 7203
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Bankside Consultants
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Simon Rothschild/Oliver Winters
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+44 (0) 20 7367 8888
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CHAIRMAN AND MANAGING DIRECTOR'S STATEMENT
OPERATING REVIEW
We are pleased to present the interim results for Nordic Land plc in its second year of operation since admission to AIM in August 2007.
The Company completed two capital raisings in 2007; the first in April before Admission to AIM and the second in August, at the time of Admission to AIM, in what proved to be very challenging capital-market conditions.
The first capital raising funded the acquisition of the Company's initial property portfolio in Sweden, comprising the properties in Helsingborg and Borlänge, at a cost of £59.0 million (including costs).
Following Admission to AIM, a further retail and development property in Greater Stockholm was acquired in September 2007 for £5.5 million (including costs), bringing the total cost of properties (including costs) to £64.5 million.
Following acquisition of these properties, a comprehensive asset management and development programme has been implemented.
RESULTS
Net rental income for the period was £1.6 million (30 September 2007: £1.0 million) and administrative expenses were £0.5 million (30 September 2007: £0.4 million).
After a loss of £1.2 million (30 September 2007: gain of £1.8 million) relating to the revaluation of the investment properties, the operating loss for the period was £0.1 million (30 September 2007: operating profit of £2.3 million).
At the period end, the Group had cash and short-term deposits of £5.7 million (30 September 2007: £6.8 million) which are available for working capital and development activity.
REVALUATION AND NET ASSET VALUE
The Property Portfolio was revalued by DTZ Sweden at £63.3 million as at 30 September 2008 (30 September 2007: £58.9 million). This is a decrease of £4.6 million from the 31 March 2008 valuation of £67.9 million and is largely the result of adverse exchange rate movements. The SEK/GBP exchange rate as at 30 September 2008 was 12.43 (31 March 2008: 11.8).
The Board is most encouraged by the performance of the portfolio which has proven most resilient when compared to similar portfolios in most European countries. The Swedish and other Nordic markets remain amongst the best in Europe in terms of both economic stability, and a combination of current low retail rents and high consumer-spend forecasts, relative to other European countries.
The adjusted net asset value per share of the Group as at 30 September 2008 is £1.00, a decrease of 17p per share (14.5%) from the 31 March 2008 adjusted net asset value but still 10p per share (11.1%) in excess of the 90p per share at the date of Admission to AIM in August last year.
Adjusted net asset value per share is an accepted property industry measure which excludes deferred tax relating to the revaluation of investment properties and the fair value of derivative financial instruments net of attributable taxation.
DIVIDEND
Once the Company reaches a gross asset value of £200 million, the Directors are targeting a dividend yield of 5% per annum calculated by reference to the placing price of £1 per share.
No dividend is being proposed for the period to 30 September 2008.
REAL ESTATE OPERATIONS
Portfolio analysis
|
Property
|
Category
|
Area (m2)
|
30 September
2008 Valuation
|
Net Valuation yield
%
|
31 March
2008 Valuation
|
Net Valuation yield
%
|
|
|
|
|
|
|
|
|
|
Terminalen 1, Helsingborg
|
Mixed-use
|
19,500
|
£45.5 m
SEK 565 m
|
5.74%
|
£48.8 m
SEK 575 m
|
5.66%
|
|
|
|
|
|
|
|
|
|
Lackeraren 3, Borlänge
|
Retail park
|
10,000
|
£12.6 m
SEK 156.5 m
|
6.13%
|
£13.2 m
SEK 155 m
|
6.10%
|
|
|
|
|
|
|
|
|
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Sicklaön 117, Stockholm
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Retail
|
3,400
|
£5.2 m
SEK 65 m
|
6.00%
|
£5.9 m
SEK 70 m
|
5.55%
|
|
|
|
|
|
|
|
|
|
|
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Total
|
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32,900
|
|
£63.3 m
SEK 786.5 m
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|
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£67.9 m
SEK 800 m
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All the properties are located in Sweden.
Property Portfolio
Terminalen 1, Helsingborg
This long-leasehold property was acquired in May 2007 for £47.0 million (including costs) to reflect an initial yield of 5.7% at purchase.
Helsingborg is a major port city in south-west Sweden, opposite Denmark. Terminalen 1 is in central Helsingborg; the property is in one of the very best office locations and unique for the area's transportation systems.
The building was constructed in 1991 and is the region's central transport terminal.
It comprises the terminal area, which provides ticket sales, waiting halls and a passenger link to the main Sweden to Denmark ferry terminal, a shopping centre with a number of restaurants above, and offices in a further 5-6 levels above. The total lettable area is 19,500m². In total there are some 93 tenants.
Underneath the building is the main, west-coast line railway station and the main bus terminal.
The property has a multi-storey, roof-top car park (303 spaces) and surface roof-top parking (399 spaces) which benefit from being directly adjacent to the ferry and train terminals and together provide a strong income stream.
The South Harbour area directly to the south of our property is to be redeveloped into a major 'docklands-style' development including residential apartments, offices and a conference centre. This project, which we understand is being planned for 4-5 years time, would further improve the location around our building and benefit the property. Our land ownership gives us the opportunity to become involved in the development of this area.
Asset management activities now in hand include creating new retail space at ground floor by reconfiguring existing units and improving the usage of vacant space, developing a new, vibrant restaurant area for multiple, national operators at first floor level, letting empty office space and implementing an extensive property-cost reduction and recovery programme so as to increase net operating income. We are pleased with progress to date.
Lackeraren 3, Borlänge
This freehold property was acquired in May 2007 for £12.0 million (including costs) to reflect an initial yield of 5.8% at purchase.
Borlänge is a major regional town 120 km to the north west of Stockholm with large corporate employers and a strong local economy.
The property is located next to the regionally-dominant Kupolen Shopping Centre and comprises a retail warehouse park and two, small, free-standing office buildings, all of some 10,000m², a 327-space surface car park and extensive servicing areas.
The income is well secured by major national retailers including Willy:s and Rusta.
In the last 6 months we have secured a building permit to build a new 1,130 m² 'in-fill' retail unit, acquired additional land so as to meet car-park standards for more space on site, and signed a pre-let with a national retailer. This is a profitable scheme on which we aim to commence construction early next year.
In addition, we have completed lettings of office space and facilitated the release of further space for re-letting or re-development.
Sicklaön 117, Nacka, Stockholm
This freehold property was acquired in September 2007 for £5.5 million (including costs) to reflect an initial yield of 5.9% at purchase.
The property is located in the Sickla shopping quarter which, as the main retail location for the Nacka community, generates some of the highest sales per square metre in Sweden. This area is amongst the most affluent regions in Sweden, featuring high per capita income and strong population growth.
The location benefits from recent and substantial improvements to local infrastructure. New retail developments and car parking facilities have recently been completed adjacent to the building, and a new road connection is being planned.
The property comprises 3,400m² of retail, storage and office accommodation in one building, predominantly let to national multiple retailers, plus a villa and land for re-development.
We have implemented various asset management initiatives including a renewal of planning consent for retail use and improvements so as to increase net operating income and valuation.
REAL ESTATE FINANCING
As at 30 September 2008 the Group's borrowings totalled £47.3 million (31 March 2008: £49.9 million) all secured on the Group's properties.
The loans are on a fixed-interest basis, with a weighted-average, all-in interest rate of 5.45% per annum, and are repayable in 2012.
The Group's borrowings were originally provided by Lehman Brothers. In May 2008 the borrowings, together with a committed development loan facility, were transferred to a securitisation vehicle, managed by Lehman Brothers, called Excalibur Funding No.1 plc.
Various companies of the Lehman Brothers group were placed into administration in September 2008. PricewaterhouseCoopers ('PWC') was appointed as administrator to the Lehman companies which were directly responsible for approving and releasing the surplus operational cashflows in pledged bank accounts relating to our borrowings. The appointment of PWC necessitated a change of signatories on these pledged bank accounts and this process has now been satisfactorily completed so that access to our surplus operational cashflows has been restored.
However, it appears that the development facility may no longer be available, and thus the Group intends to use its existing cash reserves as appropriate to fund planned development projects until such time as either the development facility commitment is confirmed, replacement bank funding is arranged, the existing loans are refinanced and/or additional equity is raised.
MANAGER
The Board is pleased with the substantial progress made by your Manager during the period under review, in particular with respect to continuing to build our local team in Sweden and securing a pre-let for the In-fill unit at Borlänge.
RAY HORNEY IAN KNIGHT
CHAIRMAN MANAGING DIRECTOR
10 December 2008
Condensed Consolidated Income Statement for the six months ended 30 September 2008
|
|
|
Six months to 30 September
2008
(unaudited)
|
3 April 2007 to
30 September
2007
(unaudited)
|
3 April 2007
to 31 March
2008
(audited)
|
|
|
Note
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
|
Gross rental income
|
|
2,519
|
1,445
|
3,883
|
|
Property operating expenses
|
|
(908)
|
(441)
|
(1,279)
|
|
|
|
|
|
|
|
|
|
|
Net rental income
|
4
|
1,611
|
1,004
|
2,604
|
|
|
|
|
|
|
|
Administrative expenses
|
|
(528)
|
(390)
|
(1,941)
|
|
Loss on abortive transaction
|
|
-
|
(100)
|
(104)
|
|
(Loss)/gain on revaluation of investment properties
|
(1,187)
|
1,763
|
2,947
|
|
|
|
|
|
|
|
|
|
|
Operating (loss)/profit
|
|
(104)
|
2,277
|
3,506
|
|
|
|
|
|
|
|
Net interest payable and other finance costs
|
5
|
(1,321)
|
(707)
|
(1,892)
|
|
Change in fair value of derivative financial
|
|
|
|
|
instruments
|
9
|
(203)
|
163
|
272
|
|
|
|
|
|
|
|
|
|
|
(Loss)/profit before tax
|
|
(1,628)
|
1,733
|
1,886
|
|
Income tax
|
6
|
151
|
(511)
|
(1,154)
|
|
|
|
|
|
|
|
|
|
|
(Loss)/profit for the period attributable to equity shareholders
|
(1,477)
|
1,222
|
732
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share - basic and diluted
|
7
|
(7.6)p
|
7.9p
|
4.2p
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted earnings per share
|
7
|
(1.3)p
|
(0.7)p
|
(6.8)p
|
|
|
|
|
|
|
|
|
|
The notes form part of these condensed consolidated interim financial statements.
Condensed Consolidated Balance Sheet as at 30 September 2008
|
|
|
30 September 2008
(unaudited)
|
30 September 2007
(unaudited)
|
31 March
2008
(audited)
|
|
|
Note
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
Investment properties
|
8
|
63,281
|
58,954
|
67,878
|
|
Derivative financial instruments
|
9
|
69
|
163
|
272
|
|
|
|
|
|
|
|
|
|
|
|
|
63,350
|
59,117
|
68,150
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
Trade and other receivables
|
10
|
360
|
464
|
363
|
|
Cash and cash equivalents
|
11
|
5,702
|
6,841
|
6,838
|
|
|
|
|
|
|
|
|
|
|
|
|
6,062
|
7,305
|
7,201
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
69,412
|
66,422
|
75,351
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
Trade and other payables
|
12
|
2,101
|
2,319
|
2,798
|
|
Income tax provision
|
|
14
|
112
|
9
|
|
|
|
|
|
|
|
|
|
|
|
|
2,115
|
2,431
|
2,807
|
|
Non-current liabilities
|
|
|
|
|
|
Borrowings
|
13
|
47,332
|
44,537
|
49,860
|
|
Deferred tax liability
|
14
|
1,865
|
632
|
2,138
|
|
|
|
|
|
|
|
|
|
|
|
|
49,197
|
45,169
|
51,998
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
51,312
|
47,600
|
54,805
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets
|
|
18,100
|
18,822
|
20,546
|
|
|
|
|
|
|
|
|
|
|
EQUITY
|
|
|
|
|
|
Ordinary share capital
|
|
199
|
192
|
192
|
|
Share premium
|
|
17,523
|
17,070
|
17,059
|
|
Retained earnings
|
|
378
|
1,560
|
3,295
|
|
|
|
|
|
|
|
|
|
|
Total shareholders' equity
|
|
18,100
|
18,822
|
20,546
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value per value
|
15
|
£0.91
|
£0.98
|
£1.07
|
|
|
|
|
|
|
|
Adjusted net asset value per share
|
15
|
£1.00
|
£1.01
|
£1.17
|
The notes form part of these condensed consolidated interim financial statements.
Condensed Consolidated Cash Flow Statement for the six months ended 30 September 2008
|
|
|
Six months to 30 September 2008
(unaudited)
|
3 April 2007 to
30 September
2007
(unaudited)
|
3 April 2007 to
31 March
2008
(audited)
|
|
|
Note
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
|
Cash flows from operating activities
|
|
|
|
|
|
(Loss)/profit for the period
|
|
(1,477)
|
1,222
|
732
|
|
Interest receivable
|
|
(125)
|
(134)
|
(291)
|
|
Interest payable and other finance costs
|
|
1,446
|
841
|
2,183
|
|
Tax
|
|
(151)
|
511
|
1,154
|
|
|
|
|
|
|
|
|
|
|
Operating (loss)/profit before changes in working capital
|
|
(307)
|
2,440
|
3,778
|
|
Adjustments for non-cash items:
|
|
|
|
|
|
Loss/(gain) on revaluation of investment properties
|
|
1,187
|
(1,763)
|
(2,947)
|
|
Change in fair value of derivative financial instruments
|
|
203
|
(163)
|
(272)
|
|
Share-based payments
|
|
-
|
-
|
526
|
|
Other movements arising from operations:
|
|
|
|
|
Increase in trade and other receivables
|
|
(8)
|
(449)
|
(248)
|
|
Increase in trade and other payables
|
|
(697)
|
1,764
|
1,393
|
|
Tax paid
|
|
-
|
-
|
(9)
|
|
|
|
|
|
|
|
|
|
|
Net cash generated from operations
|
|
378
|
1,829
|
2,221
|
|
Interest received
|
|
135
|
134
|
264
|
|
Interest paid
|
|
(1,329)
|
(330)
|
(922)
|
|
|
|
|
|
|
|
|
|
|
Net cash flows from operating activities
|
|
(816)
|
1,633
|
1,563
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
Acquisition and development of investment properties
|
|
(101)
|
(55,091)
|
(57,352)
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
(101)
|
(55,091)
|
(57,352)
|
|
Cash flows from financing activities
|
|
|
|
|
|
Proceeds from the issue of share capital at a premium
|
|
-
|
19,173
|
19,173
|
|
Cost of issue of shares at a premium
|
|
-
|
(1,911)
|
(1,922)
|
|
Net drawdown of borrowings
|
|
-
|
43,037
|
44,829
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
-
|
60,299
|
62,080
|
|
|
|
|
|
|
|
|
|
|
Net (decrease)/increase in cash and cash equivalents
|
|
(917)
|
6,841
|
6,291
|
|
|
|
|
|
|
|
|
|
|
Opening cash and cash equivalents
|
|
6,838
|
-
|
-
|
|
Exchange (losses)/gains on cash balances
|
|
(219)
|
-
|
547
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Closing cash and cash equivalents
|
11
|
5,702
|
6,841
|
6,838
|
|
|
|
|
|
|
|
|
|
The notes form part of these condensed consolidated interim financial statements.
Condensed Consolidated Statement of Changes in Equity for the six months ended
30 September 2008 (unaudited)
|
|
Ordinary
Share Capital
|
Share
Premium
|
Retained
Earnings
|
Total
Equity
|
|
|
£000
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
|
Balance at 3 April 2007
|
-
|
-
|
-
|
-
|
|
Profit for the period
|
-
|
-
|
1,222
|
1,222
|
|
Foreign exchange differences
|
-
|
-
|
338
|
338
|
|
|
|
|
|
|
|
|
|
|
|
Total recognised income and expense
for the period
|
-
|
-
|
1,560
|
1,560
|
|
|
|
|
|
|
|
Ordinary shares issued at a premium
|
192
|
18,981
|
-
|
19,173
|
|
Cost of issue of shares at a premium
|
-
|
(1,911)
|
-
|
(1,911)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 30 September 2007
|
192
|
17,070
|
1,560
|
18,822
|
|
|
|
|
|
|
|
Loss for the period
|
-
|
-
|
(490)
|
(490)
|
|
Foreign exchange differences
|
-
|
-
|
1,699
|
1,699
|
|
|
|
|
|
|
|
|
|
|
|
Total recognised income and expense
for the period
|
-
|
-
|
1,209
|
1,209
|
|
|
|
|
|
|
|
Share-based payments
|
-
|
-
|
526
|
526
|
|
Cost of issue of shares at a premium
|
-
|
(11)
|
-
|
(11)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 March 2008
|
192
|
17,059
|
3,295
|
20,546
|
|
|
|
|
|
|
|
Loss for the period
|
-
|
-
|
(1,477)
|
(1,477)
|
|
Foreign exchange differences
|
-
|
-
|
(973)
|
(973)
|
|
|
|
|
|
|
|
|
|
|
|
Total recognised income and expense
for the period
|
-
|
-
|
(2,450)
|
(2,450)
|
|
|
|
|
|
|
|
Share-based payments
|
-
|
-
|
(467)
|
(467)
|
|
Ordinary shares issued at a premium
|
7
|
464
|
-
|
471
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 30 September 2008
|
199
|
17,523
|
378
|
18,100
|
|
|
|
|
|
|
|
|
|
|
The notes form part of these condensed consolidated interim financial statements.
Notes to the condensed consolidated interim financial statements
Note 1 General Information
Nordic Land plc is a Jersey incorporated company which invests principally in retail property in the Nordic region. The Company was incorporated on 3 April 2007.
The condensed consolidated interim financial statements for the Company and its subsidiaries (together referred to as the 'Group') have been prepared as at 30 September 2008 and for the six month period then ended. The condensed consolidated interim financial statements, which do not represent statutory accounts, have not been audited.
The unaudited condensed consolidated interim financial statements were authorised for issuance on 10 December 2008.
Note 2 Basis of preparation
These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standard (IFRS) IAS 34 Interim Financial Reporting. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group as at and for the period ended 31 March 2008.
The preparation of condensed consolidated interim financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of policies and the reported amounts of assets and liabilities, income and expense. 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 the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The condensed consolidated interim financial statements have been prepared on the historical cost basis modified for the revaluation of investment properties and derivative financial instruments which are both measured at fair value.
Note 3 Significant Accounting Policies
The principal accounting policies adopted in the preparation of the unaudited condensed consolidated interim financial statements are set out below. The accounting policies have been consistently applied by the Company and its subsidiaries.
The accounting policies that have been applied in the preparation of the condensed consolidated interim financial statements are the same as were applied in the preparation of the Group's consolidated financial statements for the period ended 31 March 2008.
Basis of consolidation
The condensed consolidated interim financial statements incorporate the net assets and liabilities of the Group at the balance sheet date and its results for the period then ended. Results of subsidiaries acquired or disposed during a period are included from the effective date of acquisition or up to the effective date of disposal as appropriate. The results of subsidiaries are included in the condensed consolidated interim financial statements from the date that control commences up to the date that control ceases. 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.
All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Functional and presentational currency
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the 'functional currency'). The condensed consolidated interim financial statements are presented in sterling, which is the Company's functional and presentational currency.
Share capital
Shares are classified as equity to the extent that they meet the following two conditions:
(a) they include no contractual obligations upon the Company to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Company; and
(b) where the instrument will or may be settled in the Company’s own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Company’s own equity instruments or is a derivative that will be settled by the Company exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
Share issue expenses
The costs incurred by the Company in connection with the issue of shares are written off against the share premium account.
Share-based payments
Options
The grant-date fair values of options granted to employees of the Manager and Directors of the Company are recognised as an expense, with a corresponding increase in equity, over the period that the employees and Directors become unconditionally entitled to the options. The amount recognised as an expense is adjusted to reflect the actual number of share options that vest.
Performance carry
The Manager is entitled to receive a performance carry equal to 20 per cent. of the Total Shareholder Return (defined as the sum of the increase in adjusted net asset value per share and dividends per share, divided by the adjusted net asset value at the beginning of the relevant financial period) in excess of 8 per cent. per annum for the relevant period, subject to a high watermark, to which a performance carry relates. This cost will be recorded on an accruals basis. To the extent it is payable by the issue of shares in the Company, the cost of such share-based payments is recognised in the Income Statement by reference to their fair value at the date of payment, together with a corresponding increase in equity.
Revenue
Revenue represents amounts receivable calculated on an accruals basis in respect of property rental income earned in the normal course of business, net of sales-related taxes.
Investment property
Investment properties are properties owned or leased by the Group which are held for long-term rental income and for capital appreciation. Investment property is initially recognised at cost and re-valued at the balance sheet date to fair value, as determined by professionally qualified external valuers.
The surplus or deficit on revaluation is reported in the Income Statement. No depreciation is provided in respect of investment property.
Borrowing costs associated with direct expenditure on investment properties under development or undergoing refurbishment are capitalised using the average rate of interest paid on the relevant debt outstanding until the date of practical completion.
Sales of investment property are recognised when contracts have been unconditionally exchanged during the period and the significant risks and rewards of ownership have been transferred.
Acquisitions of corporate interests in investment property are accounted for on consolidation as if the Group had acquired the underlying property asset directly. Accordingly, no goodwill arises on such acquisitions as any difference between the fair values of the assets acquired and the acquisition consideration are allocated to the investment property asset, which is subject to subsequent revaluation under IAS 40.
Impairment of assets
The Group assesses at each reporting date whether there is objective evidence that an asset may be impaired. If any such indication exists the Group makes an estimate of the asset's recoverable amount. An asset's recoverable amount is the higher of the asset's fair value less costs to sell and its value in use and is determined on an asset by asset basis. When the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such an indication exists, the recoverable amount is estimated and the corresponding impairment loss that was previously booked is reversed.
Financial instruments
Classification
Management determines the classification of financial instruments at initial recognition. The Group classifies its financial assets into the following categories:
The Group classifies its financial liabilities into the following categories:
Derecognition
The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition in accordance with IAS 39.
A financial liability is derecognised when the obligation specified in the contract is discharged, cancelled or expired.
Trade and other receivables
Trade and other receivables are reported at their fair value. As trade and other receivables have a short expected term, they are valued at face value without discounting. Trade and other receivables are reported at the amount they are expected to realise after a deduction for doubtful debts, which is made on a case by case basis.
A provision for impairment is made when there is objective evidence (such as the probability of insolvency or significant financial difficulties of the debtor) that the Group will not be able to collect all the amounts due under the original terms of the invoice. Impaired debts are derecognised when they are assessed as uncollectable.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and on demand deposits that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. In order to be classified as cash and cash equivalents, the maturity of the cash and cash equivalents instruments is three months or less at the time of acquisition.
Interest-bearing loans and borrowings
All loans and borrowings are initially recognised at their issue proceeds, net of issue costs associated with the borrowing.
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Amortised cost is calculated by taking into account any issue costs, and any discount or premium on settlement. Borrowing costs are recognised on an accruals basis in the Income Statement using the effective interest rate method.
Gains and losses are recognised in the Income Statement when the liabilities are derecognised or impaired, as well as through the amortisation process.
Derivative financial instruments
The Group uses derivative financial instruments such as interest rate swaps to hedge its risks associated with interest rate fluctuations. Such derivative financial instruments are stated at fair value, based on market prices, estimated future cash flows and forward rates as appropriate. Any gains or losses arising from changes in fair value are taken directly to the Income Statement. In accordance with its treasury policy, the Group does not hold or issue derivative financial instruments for trading purposes.
Trade and other payables
Trade and other payables are non-interest bearing and are reported at their fair value. As trade payables have a short expected term, they are valued at their face value without discounting.
Taxation
The Company is incorporated as an exempt company under Jersey law and is not subject to any Jersey taxes. Certain subsidiary undertakings are subject to foreign taxes in respect of foreign source income; provision for such taxes is made on the basis of taxable profits.
Deferred taxation
Deferred income tax is recognised on all taxable temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements, with the following exceptions:
(a) where the temporary difference arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss;
(b) in respect of temporary differences associated with investments in subsidiaries, where the timing of the reversal of the temporary difference can be controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future; and
(c) deferred income tax assets are recognised only to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, carry-forward of unused tax assets and unused tax losses can be utilised.
Deferred income tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply when the related asset is realised or liability is settled, based on tax rates and laws enacted or substantially enacted at the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled. Deferred income tax is recognised in the Income Statement except when it relates to items that are credited or charged directly to equity, in which case the deferred tax is also dealt with in equity.
Segmental analysis
The Group has a single geographical and business segment, being investment in property in the Nordic region.
Management fees
Under the terms of the Management Agreement, the Manager, Lathe Investments (Nordic) LLP, is entitled to receive an annual management fee dependent on the gross assets of the Group. Fees are recorded on an accruals basis.
Foreign currencies
The assets and liabilities of foreign entities are translated into sterling at the rate of exchange ruling at the balance sheet date and their income statements and cash flows are translated at the average rate for the period. Exchange differences arising from the retranslation of the net investment in foreign entities are dealt with in reserves. Transactions in currencies other than the Group's functional currency are recorded at the exchange rate prevailing at the transaction dates. Foreign exchange gains and losses resulting from settlement of these transactions and from retranslation of monetary assets and liabilities denominated in foreign currencies are recognised in the Income Statement except when qualifying as hedges, in which case they are dealt with in reserves.
Note 4 Net rental income
The Group engages in only one class of business activity, being investment in retail property. All operations are continuing and are based in the Nordic region.
Note 5 Net interest payable and other finance costs
|
|
Six months to 30 September 2008
|
3 April 2007 to
30 September 2007
|
3 April 2007 to
31 March 2008
|
|
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
Interest on bank loans
|
1,390
|
832
|
2,102
|
|
Other finance costs
|
56
|
9
|
81
|
|
|
|
|
|
|
|
|
|
Interest payable
|
1,446
|
841
|
2,183
|
|
Interest receivable
|
(125)
|
(134)
|
(291)
|
|
|
|
|
|
|
|
|
|
Net interest payable and other finance costs
|
1,321
|
707
|
1,892
|
|
|
|
|
|
|
|
|
Note 6 Income tax
|
|
Six months to
30 September 2008
|
3 April 2007 to
30 September 2007
|
3 April 2007 to
31 March 2008
|
|
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
Current income tax charge/(credit)
|
5
|
21
|
(38)
|
|
Deferred taxation
|
(156)
|
490
|
1,192
|
|
|
|
|
|
|
|
|
|
Tax (credit)/charge
|
(151)
|
511
|
1,154
|
|
|
|
|
|
|
|
|
Note 7 Earnings per share
Earnings per share and adjusted earnings per share have been calculated, using the weighted average number of shares in issue during the period of 19,405,333, as follows:
|
|
Six months to
30 September
2008
(Loss)/profit
after tax
|
Six months to
30 September
2008
Earnings
per share
|
3 April 2007 to
30 September
2007
Profit
After tax
|
3 April 2007 to
30 September
2007
Earnings
per share
|
3 April
2007 to
31 March
2008
Profit
After tax
|
3 April
2007 to
31 March
2008
Earnings
per share
|
|
|
£000
|
pence
|
£000
|
pence
|
£000
|
pence
|
|
|
|
|
|
|
|
|
|
(Loss)/profit for the period
|
(1,477)
|
(7.6)p
|
1,222
|
7.9p
|
732
|
4.2p
|
|
|
|
|
|
|
|
|
|
Loss/(gain) on revaluation of investment properties
|
1,187
|
6.1p
|
(1,763)
|
(11.3)p
|
(2,947)
|
(16.9)p
|
|
Change in fair value of derivative instruments
|
203
|
1.0p
|
(163)
|
(1.1)p
|
(272)
|
(1.5)p
|
|
Deferred tax on revaluation of investment properties
|
(156)
|
(0.8)p
|
490
|
3.2p
|
1,192
|
6.8p
|
|
Loss on abortive transaction
|
-
|
-
|
100
|
0.6p
|
104
|
0.6p
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
|
(243)
|
(1.3)p
|
(114)
|
(0.7)p
|
(1,191)
|
(6.8)p
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings per share are the same as the issued share options are currently anti-dilutive.
Adjusted earnings per share, excluding the gain/loss on revaluation of investment properties, the change in fair value of derivative financial instruments and exceptional items, all net of attributable taxation, is an accepted property industry measure for reporting recurring profits.
Note 8 Investment properties
|
|
As at
30 September
2008
|
As at
30 September
2007
|
As at
31 March
2008
|
|
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
Opening balance
|
67,878
|
-
|
-
|
|
Investment properties acquired
|
-
|
57,191
|
64,511
|
|
Capital expenditure on properties during the period
|
101
|
-
|
89
|
|
Foreign exchange (losses)/gains
|
(3,511)
|
-
|
331
|
|
(Loss)/gain on revaluation
|
(1,187)
|
1,763
|
2,947
|
|
|
|
|
|
|
|
|
|
|
63,281
|
58,954
|
67,878
|
|
|
|
|
|
|
|
|
The fair value of investment properties is based on a valuation at 30 September 2008 by DTZ Sweden AB performed in accordance with the Appraisal and Valuation Standards of RICS, on the basis of market value.
Note 9 Derivative financial instruments
The fair value of derivative financial instruments has been calculated by discounting the expected future cash flows at prevailing interest rates. The derivative financial instruments relate to the fixed interest swaps (principal amount of SEK 592.7 m; see note 13) used for managing the Group's exposure to interest rate movements on its bank borrowings. These swaps expire at the same time as the bank borrowings in April 2012.
|
|
As at
30 September
2008
|
As at
30 September
2007
|
As at
31 March
2008
|
|
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
Derivative financial instruments
|
69
|
163
|
272
|
|
|
|
|
|
|
|
|
Note 10 Trade and other receivables
|
|
As at
30 September
2008
|
As at
30 September
2007
|
As at
31 March
2008
|
|
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
Rental debtors
|
208
|
189
|
189
|
|
Prepayments and accrued income
|
134
|
104
|
130
|
|
Other debtors
|
18
|
171
|
44
|
|
|
|
|
|
|
|
|
|
|
360
|
464
|
363
|
|
|
|
|
|
|
|
|
The carrying amount of trade and other receivables approximate their fair value.
Note 11 Cash and cash equivalents
|
|
As at
30 September
2008
|
As at
30 September
2007
|
As at
31 March
2008
|
|
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
Cash and cash equivalents
|
5,702
|
6,841
|
6,838
|
|
|
|
|
|
|
|
|
Cash and cash equivalents comprise cash held by the Group and short-term deposits with a maturity of three months or less. The carrying value of these assets equals their fair value.
Note 12 Trade and other payables
|
|
As at
30 September
2008
|
As at
30 September
2007
|
As at
31 March
2008
|
|
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
Accounts payable - trade
|
145
|
301
|
244
|
|
Deferred income
|
1,003
|
861
|
987
|
|
Accruals
|
832
|
1,090
|
931
|
|
Other creditors
|
121
|
67
|
168
|
|
Performance fee payable to the Manager
|
-
|
-
|
468
|
|
|
|
|
|
|
|
|
|
|
2,101
|
2,319
|
2,798
|
|
|
|
|
|
|
|
|
The Directors consider that the carrying amount of trade and other payables approximate to their fair value.
Note 13 Borrowings
|
|
As at
30 September
2008
|
As at
30 September
2007
|
As at
31 March
2008
|
|
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
Amounts falling due after more than one year:
|
|
|
|
|
Bank loans
|
47,685
|
44,966
|
50,285
|
|
Unamortised borrowing costs
|
(353)
|
(429)
|
(425)
|
|
|
|
|
|
|
|
|
|
|
47,332
|
44,537
|
49,860
|
|
|
|
|
|
|
|
|
The bank loans represent borrowings of SEK 592.7 m. The weighted average interest rate is 5.45% per annum. The interest rates on all loans are fixed using derivative financial instruments until maturity of the borrowings in April 2012.
The bank loans are secured on the shares of the borrowing subsidiaries and their investment properties.
The Directors estimate that the book value of the Group's bank loans approximates to their fair values.
The Group also has undrawn committed facilities of £8.9 m available to fund the capital expenditure requirements of the borrowing subsidiaries. These facilities are available until April 2012, unless extended by a further year. However, as mentioned in the Chairman's and Managing Director's Statement, there is some doubt as to whether these undrawn committed facilities exist.
The gearing ratio at the period end is as follows:
|
|
As at
30 September
2008
|
As at
30 September
2007
|
As at
31 March
2008
|
|
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
Bank loans
|
47,332
|
44,537
|
49,860
|
|
Cash and cash equivalents
|
(5,702)
|
(6,841)
|
(6,838)
|
|
|
|
|
|
|
|
|
|
Net debt
|
41,630
|
37,696
|
43,022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of investment properties
|
63,281
|
58,954
|
67,878
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gearing ratio
|
65.8%
|
63.9%
|
63.4%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross gearing ratio
|
74.8%
|
75.5%
|
73.5%
|
|
|
|
|
|
|
|
|
Note 14 Deferred tax liability
|
|
As at
30 September
2008
|
As at
30 September
2007
|
As at
31 March
2008
|
|
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
Opening balance
|
2,138
|
-
|
-
|
|
Acquired
|
-
|
727
|
813
|
|
Net (credit)/charge per Income Statement
|
(156)
|
(490)
|
1,192
|
|
Foreign exchange differences
|
(117)
|
395
|
133
|
|
|
|
|
|
|
|
|
|
Closing balance
|
1,865
|
632
|
2,138
|
|
|
|
|
|
|
|
|
Note 15 Net asset value per share
|
|
As at
30 September
2008
|
As at
30 September
2007
|
As at
31 March
2008
|
|
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
Net assets
|
18,100
|
18,822
|
20,546
|
|
Adjust for:
|
|
|
|
|
Fair value of derivative financial instruments
|
(69)
|
(163)
|
(272)
|
|
Deferred tax on revaluation of investment properties
|
1,865
|
632
|
2,138
|
|
|
|
|
|
|
|
|
|
Adjusted net assets
|
19,896
|
19,291
|
22,412
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value per share
|
£0.91
|
£0.98
|
£1.07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net asset value per share
|
£1.00
|
£1.01
|
£1.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of ordinary shares in issue at balance sheet date
|
19,859,561
|
19,172,588
|
19,172,588
|
|
|
|
|
|
|
|
|
Net asset value per share has been calculated by dividing the net assets attributable to the equity holders of the Company by the number of ordinary shares in issue at the period end.
Note 16 Interim report
The report is available on the Company's website: www.nordicland.com
The interim report for the period from 1 April to 30 September 2008 will be sent to shareholders in due course.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR ZGMMZZMNGRZM