TIDMPSPI
RNS Number : 7488Y
Public Service Properties Inv Ltd
11 September 2015
11 September 2015
Public Service Properties Investments Limited
("PSPI", "the Company" or "the Group")
Interim Results for the six months ended 30 June 2015
PSPI (AIM: PSPI), the specialist real estate investment and
financing company, announces its unaudited interim results for the
six months ended 30 June 2015.
Highlights
A. Material transactions
-- In March 2015 the Company completed the disposal of its
investment in the UK healthcare sector with the sale of companies,
businesses and assets at a gross sale value of approximately
GBP34.5 million with GBP2.5 million deferred until 31 December 2015
to the Embrace Group. Initial net proceeds of GBP14.2 million were
received after repayment of debt secured against the UK assets of
GBP16.3 million, taxation and transaction costs.
-- In April 2015 the Company completed a compulsory partial
redemption of shares on a pro-rata basis at a price of 23.875p per
share, returning approximately GBP16.1 million to shareholders.
-- Two German care home properties were sold in January 2015 and
July 2015 for gross disposal proceeds of EUR7.9 million (GBP5.6
million). Net proceeds of approximately EUR5.6 million were
received after repayment of debt secured against one of the
properties of EUR1.9 million (GBP1.3 million), interest rate swap
breakage costs and transaction fees. The sale announced on 9 July
2015 completed on 1 September 2015 with the property reflected on
the balance sheet as at 30 June 2015 as an asset held for sale at
EUR5.4 million (GBP3.8 million).
-- The Company now owns four care homes in Germany which were
independently valued at 30 June 2015 at EUR13.8 million(1) (GBP9.7
million) and which generate gross rental income of EUR1.6 million
per annum (GBP1.1 million). Senior debt of EUR4.2 million (GBP3.0
million) is secured against three of the retained properties.
B. Financial results
-- The loss from continuing operations is reported at GBP2.5
million for the six months ended 30 June 2015 (2014 - loss GBP3.7
million) after recording fair value losses of GBP0.9 million on the
four German care homes (2014 - GBP3.3 million) and net exchange
losses of GBP1.6 million (2014 - GBP0.7 million).
-- Administrative costs from continuing operations for the six
months ended 30 June 2015 were GBP0.7 million which was 11% lower
than in the first six months of 2014.
-- The Company had cash balances of GBP5.8 million at 30 June
2015, GBP0.5 million of restricted cash and a receivable of GBP2.5
million due to be collected from the Embrace Group by 31 December
2015. In addition, the Company received net proceeds of
approximately GBP3.8 million from the sale of Huttenstrasse on 1
September 2015.
-- The Net Asset Value per share(2) at 30 June 2015 was 49.1p
per share (34.6p per share at 31 December 2014 which was stated
before the compulsory partial redemption of shares noted
above).
C. Group Strategy
-- The Company will continue to test the market for the four remaining German assets.
-- The Board does not recommend the payment of an interim
dividend for the six months ended 30 June 2015.
Patrick Hall, the Chairman of PSPI, commented:
"The Company has successfully disposed of its entire exposure to
the UK care home market and ancillary businesses and a further two
of its German care homes in the year to date. The Company also
returned GBP16.1 million to its shareholders in the first half of
the year. While the Company continues to test the market for the
four remaining German assets, the Board will consider making
further distributions to shareholders later this year."
(1) Investment properties are stated gross of certain costs of
up to 7% that a purchaser may incur if assets were sold which could
affect the amount realised on the disposal of assets.
(2)Total equity divided by the number of ordinary shares in
issue at 30 June 2015 and 31 December 2014. The NAV per share
includes the deferred consideration receivable from Embrace and
does not reflect current exchange rates or any realisation costs
for the Company's account on the disposal of the remaining assets
which are valued as stated in (1) above.
For further information please visit www.pspiltd.com or
call:
Dr. D. Srinivas Ben Mingay Tom Griffiths
Ralph Beney Philip Kendall Henry Willcocks
Sylvester Oppong
RP&C International Smith Square Partners Westhouse Securities
(Asset Manager) (Financial Adviser) (Nomad and Broker)
020 7766 7000 0203 696 7260 020 7601 6100
Chairman's Statement
I am pleased to report the Group's unaudited consolidated
financial results for the six months ended 30 June 2015.
Update on strategic review
The Company successfully disposed of its entire exposure to the
UK care home market and ancillary businesses for cash in March
2015. Following completion of this sale, the Board approved the use
of GBP16.1 million for the mandatory partial redemption of
approximately 67 million shares (representing 64 per cent of the
Company's issued share capital) on a pro-rata basis at a price of
23.875p(1) per share from shareholders on the register on 24 April
2015.
The UK transaction comprised the sale of companies, businesses
and assets to the Group's tenant, the Embrace Group ("Embrace") for
approximately GBP34.5 million with GBP2.5 million deferred until 31
December 2015. The Company has also been successful in selling two
of its five care homes in Germany in separate transactions in
January and July 2015 for a total of approximately EUR7.9 million
(GBP5.6 million). After total debt repayments of approximately
EUR1.9 million (GBP1.3 million), interest rate swap breakage costs,
bank prepayment penalties, taxation and transaction fees, the
Company received net proceeds from the German disposals of
approximately GBP4.0 million of which GBP3.8 million was received
after 30 June 2015. The property sold in July 2015 is reflected as
an asset available for sale at the contracted selling price as at
30 June 2015 in these unaudited interim financial statements.
Current operations
The Group currently owns four care home properties in Germany
which generate gross rental income of approximately EUR1.6 million
(GBP1.1 million) per annum. These investment properties have been
independently valued at 30 June 2015 at an aggregate value of
GBP9.7 million(2) with debt secured against three of the five
properties of approximately GBP3.0 million on which interest is
charged at 4.1% per annum. Debt is amortised at the rate of
approximately GBP0.2 million per annum with the final repayment
date due in March 2020 and is secured against the three properties
leased to subsidiaries of Marseille Kliniken AG. The Company has
not hedged the equity investment in Euro denominated assets.
The Asset Manager's Review below describes the financial results
for the first half of 2015 in more detail.
Other matters
The Company will continue to test the market in respect of its
remaining properties in Germany. There are ongoing discussions
which may result in the disposal of some or all of the assets which
the Company will announce as appropriate. The Board will consider
further distributions to shareholders later this year.
Patrick Hall
Chairman
11 September 2015
(1) Being the closing price for the Company's shares on AIM on
20 March 2015.
(2) Figures in Euros at 30 June 2015 are reflected at an
exchange rate of EUR1.4168:GBP1
Asset Manager's Review
Business Outlook
The property portfolio owned by the Group at 30 June 2015 is
located in Germany. Approximately 73% of the current rental income
is derived from three properties leased to Marseille Kliniken AG
("MK"), which de-listed as a public company in Germany in August
2014. The Group owned two other properties at 30 June 2015, namely
Huttenstrasse and Brakel which are both leased to separate third
party operators. On 9 July 2015, the Company announced that it had
exchanged contracts to dispose of the property at Huttenstrasse for
EUR5.4 million. The sale completed on 1 September 2015. This
property was recognised as an asset available for sale at the
contracted selling price in the Company's consolidated balance
sheet at 30 June 2015.
At 30 June, 2015, the Group had outstanding borrowings of EUR4.2
million secured against the three properties leased to MK. There
was no debt secured against Brakel and Huttenstrasse.
The Group's entire investment in the UK care home sector was
sold during the first quarter of the year. The Company received
initial net proceeds of GBP14.2 million, after repayment of debt
secured against the UK assets of GBP16.3 million, taxation and
transaction costs. At 30 June 2015, the consolidated balance sheet
reflects a receivable of GBP2.5 million in respect of the deferred
consideration due from Embrace, which is due by 31 December
2015.
Financial Review
The comparative figures in the interim condensed consolidated
income statement have been re-stated to reflect the results of the
UK businesses under discontinued operations.
Total annual rental income for the first half of 2015 from
continuing operations was GBP0.81 million. The Group's property
portfolio remains fully let and all rental income continues to be
paid in full.
Administration costs were GBP0.7 million for the six months
ended 30 June 2015, 11% lower than the corresponding period in
2014. However within this, management fees were 26% lower at GBP0.2
million.
Finance costs were stated at GBP1.8 million (2014 - GBP1.1
million) but included a charge in respect of net exchange losses of
GBP1.6 million (2014 - GBP0.7 million). The net exchange losses
were partially offset by an increase of the translation reserve of
GBP1.1 million since the end of the previous reporting period. The
Euro weakened by 11% against Sterling during the first half of
2015.
(MORE TO FOLLOW) Dow Jones Newswires
September 11, 2015 02:00 ET (06:00 GMT)
Independent valuations of the Group's investment property assets
at 30 June 2015 were undertaken by Colliers International
Healthcare UK LLP ("Colliers"). The gross aggregate capital
value(1) of the investment properties at 30 June 2015 decreased by
GBP2.4 million compared to 31 December 2014 of which GBP1.5 million
related to the weakening of the Euro against Sterling referred to
above. The balance of the decline is split between a reduction in
the carrying values for the Brakel and Huttenstrasse properties.
Colliers assessed that the covenant strength of MK, which operates
three of the Group's care homes in Germany, had not changed since
the last valuation at 31 December 2014.
Following the sale of Huttenstrasse in July 2015, the Group's
four remaining properties are all located in North Rhine Westphalia
("NRW") where regulatory changes due to be introduced in 2018
would, as currently drafted, result in a reduction of permitted
dual occupancy rooms, leading to a reduction in available beds
without further investment to re-configure or extend the
properties. PSPI's local adviser in Germany believes that the
planned provisions are likely to be amended, in favour of care home
operators, due to the overall impact of the changes in NRW.
The Group had cash balances of GBP5.8 million and restricted
cash in respect of a debt service reserve of GBP0.5 million at 30
June 2015. Cash balances have subsequently increased by
approximately GBP3.8 million following completion of the sale of
Huttenstrasse and are expected to be increased by a further GBP2.5
million by 31 December 2015 on receipt of the deferred
consideration due from Embrace, as referred to above.
During the first half of 2015, the Company repaid GBP16.8
million of debt, including GBP16.3 million on the sale of the UK
assets and businesses. The aggregate of the Group's short and long
term debt at 30 June 2015 was approximately GBP3.0 million. This
debt amortises on a monthly basis, with a final maturity in March
2020, although debt prepayments will occur should any of the
secured assets be sold prior to maturity of the debt. The Group
continues to generate sufficient cash to meet all of its scheduled
interest payments, debt repayment obligations and other operational
costs. The Loan to Value(2) at 30 June 2015 was 30.0 per cent.
The Company has a contingent liability to fund up to EUR1.5
million should one of the MK operated properties require
redevelopment, although there are currently no plans to commence
such a redevelopment at this time. The Group has given certain
warranties in respect of the various sale transactions in the UK
and Germany, the majority of which will expire during the course of
2016. The Company will maintain sufficient cash balances to meet
any claims under the warranties given, although neither the Board
of Directors nor RP&C International are expecting any claims to
arise at this time.
Total equity at 30 June 2015 was stated at GBP18.6 million
compared to GBP36.4 million at 31 December 2014. The Company
returned GBP16.1 million to shareholders during the first half of
2015 through a compulsory partial redemption of shares. The Net
Asset Value per share(3) ("NAV") at 30 June 2015 was 49.1 pence per
share compared to 34.6 pence per share at 31 December 2014 (which
was stated before the compulsory partial redemption of shares noted
above).
RP&C International
11 September 2015
Notes:
(1) The valuations are stated gross of certain costs of up to 7%
that a purchaser may incur if the assets were sold.
(2) Total short and long term borrowings expressed as a
percentage of total non-current assets.
(3) Total equity divided by the number of ordinary shares in
issue as at the balance sheet date.
INTERIM CONDENSED CONSOLIDATED INCOME STATEMENT
FOR THE PERIOD ENDED 30 JUNE 2015
Period Ended Year Ended
Period Ended 30 June 31 Dec
Note 30 June 2015 2014 2014
(restated)
GBP GBP GBP
(unaudited) (unaudited) (audited)
Continuing Operations
Revenue 4 814,316 1,498,511 2,764,020
Net loss from fair
value adjustments
on investment properties 9 (864,815) (3,295,854) (3,242,236)
Impairment of loan - - (2,000)
Gain/(loss) on disposal
of subsidiaries 13 - - (2,118,293)
Administrative
expenses 5 (661,303) (740,263) (1,422,536)
Finance income 6a 972 621 958
Operating profit/(loss) (710,830) (2,536,985) (4,020,087)
Finance costs 6b (1,778,554) (1,065,103) (1,637,095)
Profit/(loss) before
income tax (2,489,384) (3,602,088) (5,657,182)
Income tax expense (9,509) (106,317) (32,674)
Profit/(loss) for the period from
continuing operations (2,498,893) (3,708,405) (5,689,856)
Discontinued Operations
Loss for the period from discontinued
operations (493,276) 4,259,909 (9,126,163)
Profit/(loss) for
the period (2,992,169) 551,504 (14,816,019)
Basic and diluted earnings/(loss)
per
share (in pence)
From continuing
operations 7 (3.07) (3.52) (5.40)
From discontinued
operations 7 (0.61) 4.04 (8.66)
From earnings/(loss)
for the period 7 (3.68) 0.52 (14.06)
INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
FOR THE PERIOD ENDED 30 JUNE 2015
Period Ended Period Ended Year Ended
30 June 30 June 31 Dec
2015 2014 2014
(restated)
GBP GBP GBP
(unaudited) (unaudited) (audited)
(Loss)/profit for the period/year (2,992,169) 551,504 (14,816,019)
Other comprehensive income
Items that may be subsequently reclassified
to income statement:
Cash flow hedges 167,051 (489,504) (697,813)
Recycle of cash flow hedging reserve
on disposal - - 516,569
Recycle of translation reserve
on disposal - - (443,494)
Currency translation differences 1,122,764 (83,834) 44,994
Other comprehensive income/(loss)
for the period/year 1,289,815 (573,338) (579,744)
Total comprehensive (loss)/income
for the period/year (1,702,354) (21,834) (15,395,763)
INTERIM CONDENSED CONSOLIDATED BALANCE SHEET
AS AT 30 JUNE 2015
As at As at As at
30 June 30 June 31 Dec
Note 2015 2014 2014
GBP GBP GBP
(unaudited) (unaudited) (audited)
ASSETS
Non current assets
Investment property 9 9,747,205 70,303,167 15,954,390
Investments - 1,000 -
Receivable from finance
lease - 9,497,923 -
Loans 11 - 2,000 -
------------- ------------- -------------
9,747,205 79,804,090 15,954,390
Current assets
Receivables and prepayments 10 2,563,326 502,949 62,293
Restricted cash 466,196 1,514,536 502,593
Cash and cash equivalents 5,830,593 3,768,595 4,094,701
------------- ------------- -------------
8,860,115 5,786,080 4,659,587
Assets of disposal group classified
as held for sale 3,811,406 - 40,031,308
------------- ------------- -------------
12,671,521 5,786,080 44,690,895
-------------
Total assets 22,418,726 85,590,170 60,645,285
============= ============= =============
EQUITY
Capital and reserves
Share capital 12 218,060 605,722 605,722
Share premium 12 74,023,893 89,736,103 89,736,103
Cash flow hedging reserve (138,228) (627,448) (305,279)
Translation reserve 1,744,151 949,962 621,387
(MORE TO FOLLOW) Dow Jones Newswires
September 11, 2015 02:00 ET (06:00 GMT)
(Accumulated deficit) (57,236,141) (38,876,449) (54,243,972)
------------- ------------- -------------
Total equity 18,611,735 51,787,890 36,413,961
------------- ------------- -------------
LIABILITIES
Non current liabilites
Borrowings 2,771,653 28,281,704 3,172,517
Derivative financial
instruments 138,228 627,448 251,410
Deferred income tax
liability 14 - 2,335,127 23,765
------------- ------------- -------------
2,909,881 31,244,279 3,447,692
Current liabilities
Borrowings 190,570 1,416,138 211,269
Trade and other payables 61,302 158,696 147,512
Current income tax
liabilities 303,000 377,778 -
Accruals 333,017 605,389 463,393
------------- ------------- -------------
887,889 2,558,001 822,174
------------- -------------
Liabilities of disposal group
classified as held for sale 9,221 - 19,961,458
------------- ------------- -------------
897,110 2,558,001 20,783,632
------------- ------------- -------------
Total liabilities 3,806,991 33,802,280 24,231,324
Total equity and liabilities 22,418,726 85,590,170 60,645,285
============= ============= =============
INTERIM CONDENSED CONSOLIDATED CASH FLOW STATEMENT
FOR THE PERIOD ENDED 30 JUNE 2015
Period ended Period ended Year ended
30 June 30 June 31 Dec
Note 2015 2014 2014
GBP GBP GBP
(unaudited) (unaudited) (audited)
Profit/(loss) for the period attributable
to equity holders (2,992,169) 551,504 (14,816,019)
Adjustments for non-cash
items
Interest expense 6b 75,423 986,536 1,527,488
Net foreign exchange
(gains)/losses 6a 1,573,664 736,601 1,267,977
Changes in fair value of
investment propety 9 864,815 459,610 3,418,078
Impairment of loan 11 - - 2,000
Interest income 6a (972) (580,789) (1,294,997)
Income tax exepnse 9,509 323,313 (1,428,505)
Proceeds from finance
lease - 464,767 933,025
Loss on disposal of
subsidiairy 493,276 - 16,140,120
Amortisation of debt
issue costs 5,425 200,368 626,722
Changes in workings
capital:
Changes in receivables
and prepayments 452,633 76,526 184,480
Changes in trade and
other payables (213,749) (128,190) (4,680)
Changes in accruals 767,249 (318,886) 1,406,793
------------- ------------- -------------
Cash generated/(used)
from operations 1,035,104 2,771,360 7,962,482
Cash flow from operating
activities
Interest paid (178,561) (787,158) (1,505,695)
Income tax received/(paid) (322,439) (174,591) (332,714)
------------- ------------- -------------
Net cash generated/(used) by operating
activities 534,104 1,809,611 6,124,073
Cash flow from investing
activities
Change in restricted
cash 36,397 (335,992) (664,510)
Proceeds from sale of subsidiaries
- net of costs 30,813,652 - -
Proceeds from sale of investment
property - net of costs 1,591,464 - 7,913,965
Interest received 972 571 958
------------- ------------- -------------
Net cash (used)/generated in investing
activities 32,442,485 (335,421) 7,250,413
Cash flow from financing
activities
Compulsory partial capital
redemption (16,099,872) - -
Costs associated with
new borrowings - (53,508) (53,508)
Repayments of borrowings (16,762,512) (1,572,298) (11,230,412)
------------- ------------- -------------
Net cash (used)/generated by financing
activities (32,862,384) (1,625,806) (11,283,920)
(Decrease)/increase in cash and
cash equivalents 114,205 (151,616) 2,090,566
Movement in cash and cash
equivalents
At start of period/year 5,968,761 4,001,022 4,001,022
(Decrease)/increase 114,205 (151,616) 2,090,566
Foreign currency translation
adjustments (252,373) (80,811) (122,827)
At end of period/year 5,830,593 3,768,595 5,968,761
Cash and cash equivalents 5,830,593 3,768,595 4,094,701
Cash and cash equivalents
- discontinued - - 1,874,060
5,830,593 3,768,595 5,968,761
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
SHAREHOLDERS' EQUITY
FOR THE PERIOD ENDED 30 JUNE 2015
Attributable to equity holders of the Company
Share Share Cashflow Translation Accumulated Total
capital premium hedging reserve deficit/ equity
reserve Retained
earnings
GBP GBP GBP GBP GBP GBP
Balance as of 1 January 2014
(audited) 605,722 89,736,103 (137,944) 1,033,796 (39,427,953) 51,809,724
Comprehensive income
Loss for the period - - - - 551,504 551,504
Other comprehensive income
Cash flow hedges - net of tax - - (489,504) - - (489,504)
Foreign currency translation - - - (83,834) - (83,834)
---------- ------------- --- ---------- ------------ ------------- -------------
Total comprehensive income - - (489,504) (83,834) 551,504 (21,834)
Transactions with owners
None - - - - - -
Balance as of 30 June 2014 and
1 July 2014 (unaudited) 605,722 89,736,103 (627,448) 949,962 (38,876,449) 51,787,890
---------- ------------- --- ---------- ------------ ------------- -------------
Comprehensive income
Loss for the period - - - - (15,367,523) (15,367,523)
Other comprehensive income
Cash flow hedges - net of tax - - 322,169 - - 322,169
Foreign currency translation - - - (328,575) - (328,575)
---------- ------------- --- ---------- ------------ ------------- -------------
Total comprehensive income - - 322,169 (328,575) (15,367,523) (15,373,929)
Transactions with owners
None - - -
---------- ------------- --- ---------- ------------ ------------- -------------
Balance as of 31 December 2014
and 1 January 2015 (audited) 605,722 89,736,103 (305,279) 621,387 (54,243,972) 36,413,961
Comprehensive income
(MORE TO FOLLOW) Dow Jones Newswires
September 11, 2015 02:00 ET (06:00 GMT)
Loss for the period - - - - (2,992,169) (2,992,169)
Other comprehensive income
Cash flow hedges - net of tax - - 167,051 - - 167,051
Foreign currency translation - - - 1,122,764 - 1,122,764
---------- ------------- --- ---------- ------------ ------------- -------------
Total comprehensive income - - 167,051 1,122,764 (2,992,169) (1,702,354)
Transactions with owners
Compulsory partial capital
reduction (387,662) (15,712,210) - - - (16,099,872)
Balance as of 30 June 2014 218,060 74,023,893 (138,228) 1,744,151 (57,236,141) 18,611,735
(unaudited)
---------- ------------- --- ---------- ------------ ------------- -------------
INTERIM CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2015
1. GENERAL INFORMATION
Public Service Properties Investments Limited was incorporated
in 2001 and is domiciled in the British Virgin Islands (registered
office at Nerine Chambers, Road Town, Tortola, British Virgin
Islands) and is the parent company of the PSPI Group. Public
Service Properties Investments Limited and its subsidiaries
(together "the Group" or "the Company"), is an investment property
Group with a portfolio in Germany. It is principally involved in
leasing real estate where the rental income is primarily generated
directly or indirectly from governmental sources.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of
these interim condensed consolidated financial statements have been
consistently applied to all the periods presented, unless otherwise
stated.
2.1 Basis of preparation
The interim condensed consolidated financial statements of the
Group have been prepared in accordance with IAS 34 "Interim
Financial Reporting", published by the International Accounting
Standards Board (IASB). The interim condensed consolidated
financial statements are reported in Pound Sterling unless
otherwise stated.
These interim condensed financial statements do not include all
the information and disclosures required in the annual financial
statements and should be read in conjunction with the Group's
Annual Financial Statements for the year ended 31 December 2014,
which have been prepared in accordance with International Financial
Reporting Standards ('IFRS'). These condensed consolidated interim
financial statements for the six months ended 30 June 2015 and the
comparative figures for the six months ended 30 June 2014 are
unaudited. The extracts from the Group's Annual Financial
Statements for the year ended 31 December 2014 represent an
abbreviated version of the Group's full accounts for that year, on
which the Auditors issued an unqualified audit report.
Comparative information in the interim condensed consolidated
income statement for the period ended 30 June 2014 has been
restated in order to be consistent with the presentation of certain
items as discontinued in 2014 as detailed in Note 13.
The interim condensed consolidated financial statements are
prepared under the historical cost convention as modified by the
revaluation of investment properties, other financial assets and
financial liabilities (including derivative instruments) at fair
value through profit or loss. The preparation of financial
statements in conformity with IFRS requires management to make
estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results can differ from those estimates. Critical
judgments made by management in the application of IFRS and key
sources of estimation uncertainties were the same as those that
applied to the consolidated financial statements for the year ended
31 December 2014. Income tax expense is recognised based upon the
best estimate of the weighted average annual income tax rate
expected for the financial year.
The accounting policies and valuation principles adopted are
consistent with those of the previous financial year.
The Group has adopted the following, new standards, amendments
to standards and interpretations annual improvements for the six
months ended 30 June 2015, which do not have significant impact on
the interim consolidated financial statements.
Annual improvements 2010-2012 (effective 1 July 2014)
Annual improvements 2011-2013 (effective 1 July 2014)
Amendment to IAS 19, 'Employee benefits', on defined benefit
plans (effective 1 July 2014)
The Group is not exposed to seasonal variation in its
operations.
2.2 Principles of consolidation
2.2.1 Subsidiaries
Subsidiaries are entities over which the Group has the power to
govern the financial and operating policies generally accompanying
a shareholding of more than one half of the voting rights. The
Group also assesses existence of control where it does not have
more than 50% of the voting power but is able to govern the
financial and operating policies by virtue of de-facto control.
De-facto control may arise in circumstances where the size of the
Group's voting rights relative to the size and dispersion of
holdings of other shareholders give the Group the power to govern
the financial and operating policies, etc. Subsidiaries are fully
consolidated from the date on which control is transferred to the
Group. They are de-consolidated from the date that control
ceases.
Accounting for business combinations under IFRS 3 only applies
if it is considered that a business has been acquired. The Group
may invest in subsidiaries that hold properties but do not
constitute a business. These transactions are therefore treated as
asset acquisitions rather than business combinations.
For acquisitions meeting the definition of a business
combination, the acquisition method of accounting is used. The
consideration transferred for the acquisition of a subsidiary is
the fair values of the assets transferred, the liabilities incurred
to the former owners of the acquiree and the equity interests
issued by the Group. The consideration transferred includes the
fair value of any asset or liability resulting from a contingent
consideration arrangement. Identifiable assets acquired and
liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the
acquisition date. The Group recognises any non-controlling interest
in the acquiree on an acquisition-by-acquisition basis, either at
fair value or at the non-controlling interest's proportionate share
of the recognised amounts of acquiree's identifiable net assets.
Acquisition-related costs are expensed as incurred.
Goodwill is initially measured as the excess of the aggregate of
the consideration transferred and the fair value of non-controlling
interest over the net identifiable assets acquired and liabilities
assumed. If this consideration is lower than the fair value of the
net assets of the subsidiary acquired, the difference is recognised
in profit or loss.
For acquisitions of subsidiaries not meeting the definition of a
business, the Group allocates the cost between the individual
identifiable assets and liabilities in the Group based on their
relative fair values at the date of acquisition. Such transactions
or events do not give rise to goodwill.
Inter-company transactions, balances, income and expenses on
transactions between Group companies are eliminated. Profits and
losses resulting from intercompany transactions that are recognised
in assets are also eliminated. Accounting policies of subsidiaries
have been changed where necessary to ensure consistency with the
policies adopted by the Group.
All the Group companies have 31 December as their year-end.
Consolidated financial statements are prepared using uniform
accounting policies for like transactions. Accounting policies of
subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Group.
2.2.2 Changes in ownership interests in subsidiaries without
change in control
Transactions with non-controlling interests that do not result
in loss of control are accounted for as equity transactions - that
is, as transactions with the owners in their capacity as owners.
The difference between fair value of any consideration paid and the
relevant share acquired of the carrying value of net assets of the
subsidiary is recorded in equity. Gains or losses on disposals to
non-controlling interests are also recorded in equity.
2.2.3 Disposal of subsidiaries
When the Group ceases to have control, any retained interest in
the entity is remeasured to its fair value at the date when control
is lost, with the change in carrying amount recognised in profit or
loss. The fair value is the initial carrying amount for the
purposes of subsequently accounting for the retained interest as an
associate, joint venture or financial asset. In addition, any
amounts previously recognised in other comprehensive income in
respect of that entity are accounted for as if the Group had
directly disposed of the related assets or liabilities. This may
mean that amounts previously recognised in other comprehensive
income are reclassified to profit or loss.
2.2.4 Associates
(MORE TO FOLLOW) Dow Jones Newswires
September 11, 2015 02:00 ET (06:00 GMT)
Associates are all entities over which the Group has significant
influence but not control, generally accompanying a shareholding of
between 20% and 50% of the voting rights. Investments in associates
are accounted for using the equity method of accounting. Under the
equity method, the investment is initially recognised at cost, and
the carrying amount is increased or decreased to recognise the
investor's share of the profit or loss of the investee after the
date of acquisition. The Group's investment in associates includes
goodwill identified on acquisition.
If the ownership interest in an associate is reduced but
significant influence is retained, only a proportionate share of
the amounts previously recognised in other comprehensive income is
reclassified to profit or loss where appropriate.
The Group's share of post-acquisition profit or loss is
recognised in the income statement, and its share of
post-acquisition movements in other comprehensive income is
recognised in other comprehensive income with a corresponding
adjustment to the carrying amount of the investment. When the
Group's share of losses in an associate equals or exceeds its
interest in the associate, including any other unsecured
receivables, the Group does not recognise further losses, unless it
has incurred legal or constructive obligations or made payments on
behalf of the associate.
The Group determines at each reporting date whether there is any
objective evidence that the investment in the associate is
impaired. If this is the case, the Group calculates the amount of
impairment as the difference between the recoverable amount of the
associate and its carrying value and recognises the amount adjacent
to 'share of profit/(loss) of associates' in the income
statement.
Accounting policies of associates have been changed where
necessary to ensure consistency with the policies adopted by the
Group.
Dilution gains and losses arising in investments in associates
are recognised in the income statement.
2.3 Amendments to accounting and valuation principles
There have been no amendments to accounting or valuation
principles during the period ended 30 June 2015.
3. FINANCIAL RISK MANAGEMENT
3.1 Financial risk factors
The Group's activities expose it to a variety of financial
risks: market risk (including currency and price risk), cash flow
and fair value interest rate risk, credit risk and liquidity rate
risk. The Group's overall risk management programme focuses on the
unpredictability of financial markets and seeks to minimize
potential adverse effects on the Group's financial performance. The
Group uses derivative financial instruments to hedge certain risk
exposures.
Risk management is carried out by the senior management of the
asset manager under policies approved by the board of directors.
Senior management identifies, evaluates and hedges financial risks.
The board provides principles for overall risk management, as well
as policies covering specific areas, such as foreign exchange risk,
interest rate risk, credit risk, use of derivative financial
instruments and non-derivative financial instruments and investment
of excess liquidity.
The interim condensed consolidated financial statements do not
include all financial risk management information and disclosures
required in the annual financial statements, and should be read in
conjunction with the Group's annual financial statements as at 31
December 2014. There have been no significant changes in the risk
management policies since prior year end.
3.2 Liquidity risk
Prudent liquidity risk management implies maintaining sufficient
cash and the availability of funding through an adequate amount of
committed credit facilities. Management monitors rolling forecasts
of the Group's liquidity reserve on the basis of expected cash
flow.
3.3 Fair value estimation
In 2015, there were no significant changes in the business or
economic circumstances that affect the fair value of the Group's
financial assets and financial liabilities. In 2015, there were no
reclassifications of financial assets or liabilities
Valuations of the investment properties were made at the end of
each period/year by independent property consultants. The
valuations are based on both the duration of the leases and the
future cash flows and after due consideration of transaction
activity in the market. These valuations are classified under the
level 3 as are not based on observable market data. For the
disclosures on the valuations, see note 9. During the period there
have not been transfers between levels.
3.4 Other risk factors
The Group is exposed to property price and market rental risks.
Wherever possible the Group builds into the terms of its leases
indexation linked to consumer price indices, in order to manage its
market rental risk.
FOREIGN EXCHANGE RATES
Balance Sheet
Income Statement
and Cash Flow Statement
YTD YTD
average average
30 June 30 June
2015 2014 2015 2014
GBP GBP GBP GBP
EUR 1.00 1.4168 1.24920 1.3646 1.21757
4. REVENUE
30 June 2015 30 June 31 December
2014 2014
(restated)
GBP GBP GBP
Rental income 814,316 1,498,511 2,764,020
The future continuing aggregate minimum rentals receivable under
non-cancellable operating leases are as follows:
As at 30 As at 30 As at 31
June 2015 June 2014 December
2014
(restated)
GBP GBP GBP
Less than 1 year 1,219,190 2,918,127 1,702,910
More than 1 year and
less than 5 years 3,657,571 8,754,380 5,108,730
More than 5 years 12,551,918 34,024,195 21,044,421
17,428,679 45,696,702 27,856,061
The majority of investment properties in Germany are leased for
an initial period of 20 years; however the lessee has the right to
renew the leases for a further period of 5 or 10 years, subject to
the agreement of the revised rent. The rent on the majority of
leases is changed every four years from the anniversary of
inception, with reference to the German Consumer Price Index.
Disposal of investment properties and investment properties held
for sale (see Notes 9 and 13)
The future minimum rentals of the investment property in Germany
treated as available for sale at 30 June 2015 (Huttenstrasse - See
Note 9) are not included in the table above as at 30 June 2015. As
such, the table as at 30 June 2015 only includes future minimum
rentals for the four investment properties shown within non-current
assets as at 30 June 2015.
During 2014, two of the investment properties in Germany were
sold. As such the future minimum annual rentals of these properties
are not included in the table above as at 31 December 2014.
Additionally, one German investment property was treated as held
for sale as at 31 December 2014. The future minimum rentals of this
property are also excluded in the table above as at 31 December
2014.
The investment properties in the UK were included in
discontinued operations in 2014 and future minimum annual rentals
are therefore not included in the table above as at 31 December
2014 or as at 30 June 2014.
5. ADMINISTRATIVE EXPENSES
30 June 30 June 31 Dec
2015 2014 2014
(restated)
GBP GBP GBP
Third party company administration 35,353 (30,212) 12,412
Management fees 247,157 333,904 498,631
Professional fees (including
audit fees) 318,478 412,332 855,419
Insurance and general expenses 60,315 24,239 56,074
661,303 740,263 1,422,536
========= ============= ==========
6. a) FINANCE INCOME
30 June 30 June 31 Dec
2015 2014 2014
(restated)
GBP GBP GBP
Interest income - other third
party 972 621 958
972 621 958
(MORE TO FOLLOW) Dow Jones Newswires
September 11, 2015 02:00 ET (06:00 GMT)
b) FINANCE COSTS
30 June 30 June 31 Dec
2015 2014 2014
(restated)
GBP GBP GBP
Interest on mortgages 80,848 326,038 575,373
Other interest and borrowing
expenses 9,722 2,464 6,014
Recycling of cashflow hedging 114,320 - -
reserve
Net exchange losses 1,573,664 736,601 1,055,708
1,778,554 1,065,103 1,637,095
7. EARNINGS PER SHARE
Basic earnings per share are calculated by dividing the net
(loss)/profit attributable to shareholders by the weighted average
number of ordinary shares outstanding during the period.
As of As of As of
30 June 30 June 31 Dec
2015 2014 2014
(restated)
GBP GBP GBP
(Loss)/profit from continuing
operations attributable to shareholders (2,498,893) (3,708,405) (5,689,856)
(Loss) from discontinued operations
attributable to shareholders (493,276) 4,259,909 (9,126,163)
Total (2,992,169) 551,504 (14,816,019)
Weighted average number of ordinary
shares outstanding 81,521,644 105,365,717 105,365,717
Basic and diluted earnings/(loss)
per share (pence per share) -continued
operations (3.07) (3.52) (5.40)
Basic and diluted earnings per
share (pence per share) - discontinued
operations (0.61) 4.04 (8.66)
Total (3.68) 0.52 (14.06)
ADJUSTED EARNINGS PER SHARE - NON GAAP
The Directors have chosen to disclose "adjusted earnings per
share" in order to provide an indication of the Group's underlying
business performance. Accordingly, it excludes the effect of the
items as detailed below:
As of As of As of
30 June 30 June 31 Dec
2015 2014 2014
Note GBP GBP GBP
Net profit/(loss) attributable
to shareholders (2,992,169) 551,504 (14,816,019)
Loss on disposal of subsidiaries 493,276 - 16,140,120
Fair value loss on investment
properties 9 864,815 459,610 3,418,078
Deferred income tax liability
movement 14 (12,688) 212,352 (2,025,841)
Amortisation of debt issue
costs 5,425 200,436 623,020
Impairment of loan - - 1,000
Impairment of investment - - 1,000
Recycling of cashflow hedging 114,320 - -
reserve
Non-recurring transaction
fees - - (250,208)
Current income tax expense 22,197 110,961 597,336
Foreign exchange (gains)/losses 6b 1,573,664 736,601 1,099,073
Total adjusted earnings 68,840 2,271,464 4,787,559
Weighted average number of
ordinary shares outstanding 81,521,644 105,365,717 105,365,717
Basic adjusted and diluted
earnings per share (pence
per share) 0.08 2.16 4.54
8. DIVIDENDS
No dividends have been paid during the period ended 30 June
2015, or in the year ended 31 December 2014.
9. INVESTMENT PROPERTY
30 June 30 June 31 Dec
2015 2014 2014
(restated)
GBP GBP GBP
Beginning of the period/year 15,954,390 72,092,779 72,092,779
Net (loss)/gain on fair value adjustment
- continuing (864,815) (3,295,854) (3,242,236)
Net (loss)/gain on fair value adjustment
- discontinued - 2,836,244 (175,841)
Disposals - - (11,286,970)
Impairment to sales value - - (7,949,827)
Transferred to disposal group classified
as held for sale (3,811,406) (31,502,582)
Net changes in fair value adjustments
due to exchange differences (1,530,964) (1,330,002) (1,980,933)
End of the period/year 9,747,205 70,303,167 15,954,390
The investment properties were independently valued as at 30
June 2015 by Colliers International Healthcare UK LLP ("Colliers").
The valuation basis is market value and conforms to international
valuation standards. Colliers is a qualified independent valuer who
holds recognised and relevant professional qualifications and has
recent experience in the relevant locations and category of
properties being valued. The valuations are presented before
estimated purchasers costs; however, sellers' costs are not
included.
The valuation of the investment properties in Germany was based
on the duration of the leases, the future cash flows and after due
consideration of transaction activity in the market, Colliers
concluded that capitalisation rates of between 9.85% and 13.76%
(December 2014: 7.25% to 13.76% and June 2014 7.00% to 14.45%) were
appropriate under the market conditions prevailing at 30 June 2015,
resulting in an average capitalisation rate of 11.40% (December
2014 - 9.65% and June 2014 - 9.38%). The Group has applied
individual capitalisation rates as advised by Colliers to each
investment property in preparation of the consolidated financial
statements.
Investment property held for sale
Included in investment property held for sale as at 30 June 2015
is one property in Germany (Huttenstrasse). The Directors approved
the sale of this property prior to 30 June 2015 and the Group
announced its sale on 9 July 2015 for a gross sale price of
EUR5,400,000 (GBP3,811,406). Prior to transfer to the disposal
group classified as held for sale, this property was written down
to its sale value.
Disposal of investment property
As discussed in Note 13, the Group disposed of its UK companies,
businesses and assets on 4 March 2015. As these companies were
approved for sale in 2014, the UK investment properties were
treated as held for sale as at 31 December 2014. Prior to transfer
to the disposal group classified as held for sale, these assets
were written down to their sales value of GBP29,546,400.
Also included in Investment property held for sale as at 31
December 2014 is one investment property in Germany (Lichtenberg)
which was approved for sale prior to the year end. This had a sales
value of EUR2,500,000 (GBP1,956,182) and the sale finalised in 2015
(See Note 13)
Disposals during the year ended 31 December 2014 relate to the
disposal of a German partnership which owns two care home
properties in Germany (Langen and Lutzerath) which completed in
November 2014. The disposal value of GBP11,286,970 (EUR14,319,780)
represents the fair value at the date of disposal which equated to
the Colliers valuation performed in June 2014.
10. RECEIVABLES AND PREPAYMENTS
30 June 30 June 31 Dec
2015 2014 2014
GBP GBP GBP
Deferred consideration 2,500,000 - -
Prepayments 63,326 49,283 62,293
Rent receivable - 453,666 -
2,563,326 502,949 62,293
========== ======== =======
Included in receivables and prepayments as at 30 June 2015 is an
amount of GBP2,500,000 in relation to the disposal of the Wellcare
portfolio of UK properties and businesses, which was concluded on 4
March 2015 (See Note 13). The total consideration for the sale of
the Wellcare portfolio was GBP34.5 million of which GBP2.5 million
was deferred to 31 December 2015 and payable in cash should Embrace
be successful in tendering for certain ongoing domiciliary care
contracts. On 30 April 2015, the Company was notified by Embrace
that it had been successful in tendering and confirmed accordingly
that the deferred amount of GBP2.5 million has become payable by 31
December 2015.
The rent receivable amount of GBP453,666 as at 30 June 2014
relates wholly to the Wellcare portfolio and as such the balance as
at 31 December 2014 was included within assets of disposal group
classified as available for sale (See Note 13).
The maximum exposure to credit risk at the reporting date is the
fair value of each class of receivable and prepayment mentioned
above.
(MORE TO FOLLOW) Dow Jones Newswires
September 11, 2015 02:00 ET (06:00 GMT)
None of the receivables and prepayments are impaired.
11. LOANS
30 June 30 June 31 Dec
2015 2014 2014
GBP GBP GBP
Beginning of the period/year - 2,000 2,000
- -
Transferred to disposal group
classified as held for sale - - (1,000)
Write off of investment - - (1,000)
End of the period /year - 2,000 -
During 2012, the Group was issued a subordinated secured loan
note instrument in Esquire Consolidated Investment (Holdings)
Limited as partial consideration for the sale of the majority of
its UK property portfolio. This loan note has a principal value of
GBP2.8 million with interest at 5% annually; however the Board of
PSPI initially valued the note at GBP1,000 on completion of the
transaction in July 2012 reflecting the significant level of post
transaction debt of Esquire, which is greater than the
independently assessed valuation of Esquire's assets. Interest has
not been accrued on this amount as it is not considered to be
recoverable.
During 2014 Esquire Consolidated Investment (Holdings) Limited
was placed into liquidation. At this point the Directors considered
it unlikely that there would be any recovery from the liquidation
proceedings and as such the investment was impaired to nil.
Loans also consist of issued redeemable preference shares in
lessee companies. During 2012 redeemable preference shares with a
value of GBP2,601,500 were disposed of by the Group as part of the
combination of the majority of its UK property portfolio with the
parent group of lessee companies.
The Group determined that, due to the significant deterioration
of the tenant's operating performance in respect of the UK
portfolio in 2013, the preference shares may not be recoverable and
were impaired to a nominal value of GBP1,000.
In December 2014, the Directors approved the disposal of
remaining UK portfolio, as such the preference shares were
transferred to the disposal group classified as held for sale, and
ultimately disposed of in March 2015.
12. SHARE CAPITAL
30 June 30 June 31 Dec
2015 2014 2014
GBP GBP GBP
Authorised:
Equity interests:
500,000,000 Ordinary shares
of $0.01 each 2,569,974 2,569,974 2,569,974
Allotted, called up and fully
paid:
Equity interests:
105,365,717 Ordinary shares
of $0.01 each - 605,722 605,722
37,931,697 Ordinary shares 218,060 - -
of $0.01 each
Number Ordinary Share premium Total
of shares shares GBP
GBP GBP
------------- ---------- -------------- -------------
At 30 June 2014 and 31
December 2014 105,365,717 605,722 89,736,103 90,341,825
Compulsory Partial Redemption
(see below) (67,434,020) (387,662) (15,712,210) (16,099,872)
At 30 June 2015 37,931,697 218,060 74,023,893 74,241,953
Compulsory Partial Redemption of Ordinary Shares
On 14 April 2015 the Company announced the Compulsory Partial
Redemption of 67,434,020 ordinary shares at 23.875p per ordinary
share redeemed. On 27 April 2015, the Company completed the
redemption of these shares for a total consideration of
GBP16,099,871.93. The Company's share capital after the partial
redemption comprises 37,931,697 ordinary shares of $0.01 each.
13. NON-CURRENT ASSETS HELD FOR SALE, DISCONTINUED OPERATIONS
AND OTHER TRANSACTIONS
a) Non-current assets held for sale
As at 30 June 2015, one investment property in Germany
(Huttenstrasse) has been presented as available for sale. This
property was approved for sale prior to 30 June 2015 and the Group
announced its sale on 9 July 2015 for a gross sale price of
EUR5,400,000 (GBP3,811,406).
As at 31 December 2014, the assets and liabilities related to
four subsidiary companies Healthcare (Wellcare) Limited, HCP
Community Support Services, HCP Wellcare Progressive Lifestyles
Limited and Healthcare (I) Limited along with one investment
property owned in Germany were presented as held for sale following
the approval of the Directors in December 2014 for their disposal.
The completion dates for these transactions were in March 2015.
Assets of disposal group classified as held for sale:
30 June 30 June 31 Dec
2015 2014 2014
GBP GBP GBP
Investment property 3,811,406 - 31,502,582
Receivable from finance lease - - 5,000,000
Loans and receivables - - 1,000
Receivables and prepayments - - 453,666
Cash and cash equivalents - - 1,874,060
Restricted cash - - 1,200,000
3,811,406 - 40,031,308
========== ======== ===========
Liabilities of disposal group classified as held for sale
30 June 30 June 31 Dec
2015 2014 2014
GBP GBP GBP
Borrowings - - 17,446,009
Deferred income tax 9,221 - 43,960
Accruals - - 1,588,900
Derivative financial instruments - - 53,869
Trade and other payables - - 127,539
Current income tax liabilities - - 701,181
9,221 - 19,961,458
======== ======== ===========
b) Discontinued operations
As at 31 December 2014, the results of the four subsidiary
companies listed in 13 a) above were treated as discontinued
operations as they represent significant segments of the business.
An analysis of the result of discontinued operations, and the
result recognised on the re-measurement of assets or disposal group
is as follows:
30 June 30 June 31 Dec
2015 2014 2014
(restated)
GBP GBP GBP
Revenue 2,613 1,935,444 3,885,433
Net loss from fair value adjustments
on investment properties - 2,836,244 (175,841)
Gain/(loss) on disposal of subsidiaries
(see Note 13b) (519,970) - (14,021,827)
Administrative expenses 16,134 (216,917) (61,445)
Finance income - 580,168 1,294,039
Finance costs - net 7,947 (658,034) (1,507,702)
Income tax expense - (216,996) 1,461,180
Gain/(loss) for the year from
discontinued operations (493,276) 4,259,909 (9,126,163)
========== ============ =============
As mentioned in Note 13 a), during 2014 the Directors approved
for sale the Group's remaining UK companies, business and assets
(together "the Wellcare Portfolio") to the Group's sole UK tenant
("Embrace"). The disposal of these companies was concluded on 4
March 2015. The terms of the disposal under the Share Purchase
Agreement valued the Wellcare Portfolio on a cash free, debt free
basis at GBP34.5 million, being GBP35 million less rent and
business licence fees received by the Group from Embrace in respect
of any period after December 2014. Of the total consideration
GBP2.5 million was deferred to 31 December 2015 and payable in cash
should Embrace be successful in tendering for certain ongoing
domiciliary care contracts (see Note 10). On 30 April 2015, the
Company was notified by Embrace that it had been successful in
tendering and confirmed accordingly that the deferred amount of
GBP2.5 million has become payable by 31 December 2015.
The Group has given certain standard representations and
warranties as part of the disposal of the Wellcare Portfolio. The
Group may have claims brought against it with regards to these
representations and warranties by 31 December 2015 and within 12
months after the filing of the 2014 tax returns for any taxation
warranty claims.
(MORE TO FOLLOW) Dow Jones Newswires
September 11, 2015 02:00 ET (06:00 GMT)
The loss recognised in the year ended 31 December 2014 on this
transaction is calculated as follows:
Note GBP GBP
Fair value of sales proceeds
Gross sales proceeds 35,000,000
Less: deduction for one month's
rental income (453,600)
34,546,400
Fair value of assets/liabilities
sold
Assets
Investment Properties 9 37,496,227
Receivable from finance lease 9,632,376
Total assets in disposal group (47,128,603)
-------------
Excess of fair value of assets
sold over sales proceeds (12,582,203)
Prepayment penalties on repayment
of borrowings (412,000)
Transaction costs associated with
disposal (1,027,625)
Loss on disposal (14,021,828)
=============
The loss before transaction costs and repayment penalties of
GBP12,582,203 represents GBP7,949,827 in relation to Investment
Properties and GBP4,632,376 in relation to Receivables from finance
lease.
In addition, the Group recognised fair value losses of
GBP175,841 included in discontinued operations within the
consolidated income statement for the year ended 31 December 2014
in respect of the investment properties included in the
transaction.
In the period to 30 June 2015, the Group recorded a further loss
of GBP493,276 in relation to the disposal of the Wellcare
Portfolio. This arose due to the write off of an investment held in
dormant companies by the Wellcare Portfolio prior to its disposal
in addition to some small differences in provisions made as at 31
December 2014 in relation to the disposal and actual amounts
paid.
c) Other transactions
On 3(rd) November 2014, the Group announced that it had signed a
contract to dispose of a German partnership which owns two care
home properties in Langen and Luzerath for gross consideration of
GBP10.5 million (EUR13.4 million) in cash.
As part of this transaction, GBP6.9 million (EUR8.8 million) of
the proceeds repaid debts secured against the disposed properties,
and a further GBP1.5 million (EUR1.9 million) was used to partially
repay debts secured against German properties shown within
continuing operations. The balance was used to settle transaction
costs which included prepayment penalties and interest rate swap
breakage costs. The Group has given certain standard
representations and warranties as part of the disposal of the
German portfolio.
The loss recognised on this transaction is calculated as
follows:
Note GBP GBP
Fair value of sales proceeds (EUR13.4m) 10,489,654
Fair value of assets/liabilities
sold
Assets
Investment Properties (EUR14.4m) 11,286,970
Cash and cash equivalents 131,695
Total assets in disposal group 11,418,665
Liabilities
Deferred tax liability (26,797)
Total liabilities in disposal
group (26,797) (11,391,868)
Recycle of cashflow hedging reserve
on disposal (516,569)
Prepayment penalties on repayment
of borrowings (86,718)
Recycle of translation reserve
on disposal 443,494
Transaction costs associated with
disposal (718,024)
Acceleration of debt issue costs
on disposal (125,994)
Foreign exchange losses related
to disposal (212,268)
Loss on disposal (2,118,293)
=============
In addition, the Group recognised fair value losses of
GBP1,588,253 included in the consolidated income statement in
respect of the investment properties included in the transaction
which completed in November 2014.
14. DEFERRED INCOME TAX
Deferred tax liabilities: Fair value Fair value Total
gains from gains
business
combinations
GBP
GBP
At 30 June 2014 638,385 1,696,742 2,335,127
Charged to the income statement (638,385) (1,599,809) (2,238,194)
Transferred to disposal group
classified as held for sale - (43,960) (43,960)
Disposals - (26,797) (26,797)
Effect of exchange rate movements - (2,411) (2,411)
-------------- ------------ ------------
At 31 December 2014 - 23,765 23,765
Charged to the income statement - (12,688) (12,688)
Transferred to disposal group
classified as held for sale - (9,221) (9,221)
Effect of exchange rate movements - (1,856) (1,856)
At 30 June 2015 - - -
INTERIM CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2015
15. SEGMENT INFORMATION Income
Statement
disclosures Continuing Operations Discontinued Operations
Central
Costs Germany Total UK Germany Total
Period ended 30 June 2015 GBP GBP GBP GBP GBP GBP
Revenue (Note 4) - 814,316 814,316 2,613 - 2,613
Profit/(loss) for the period (2,074,847) (424,046) (2,498,893) (493,276) - (493,276)
Net gain or (loss) from fair
value
adjustments on investment
property
(Note 9) - (864,815) (864,815) - - -
Adjusted profit after tax (Note
7) (501,183) 570,023 68,840 - - -
Period ended 30 June 2014
(restated)
Revenue (Note 4) - 1,498,511 1,498,511 1,935,444 - 1,935,444
Profit/(loss) for the period (1,281,465) (2,426,940) (3,708,405) 4,259,909 - 4,259,909
Net gain or (loss) from fair
value
adjustments on investment
property
(Note 9) - (3,295,854) (3,295,854) 2,836,244 - 2,836,244
Adjusted profit after tax (Note
7) (436,121) 852,893 416,772 1,854,692 - 1,854,692
Year ended 31 December 2014
Revenue (Note 4) - 2,764,020 2,764,020 3,786,986 - 3,786,986
(Loss)/profit for the year (1,951,711) (3,738,145) (5,689,856) (9,126,163) - (9,126,163)
Net gain or (loss) from fair
value
adjustments on investment
property - (3,242,236) (3,242,236) (175,841) (175,841)
(Note 9)
Adjusted (loss)/profit after tax
(Note
7) (894,062) 1,708,045 813,983 3,930,152 3,930,152
German segment revenues derive from three external customers.
Amounts for PSPI Limited, domiciled in the British Virgin Islands
are included in the Central Costs Column.
PUBLIC SERVICE PROPERTIES INVESTMENTS LIMITED
INTERIM CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2015
15. SEGMENT INFORMATION
Continuing Operations Disposal group classified as
held for sale
Central Germany Total UK Germany Total
Costs
Period ended 30 June 2015 GBP GBP GBP GBP GBP GBP
Assets
Investment properties (Note
9) (including capital expenditure) - 9,747,205 9,747,205 - 3,811,406 3,811,406
Cash and cash equivalents 5,315,004 515,589 5,830,593 - - -
Restricted cash - 466,196 466,196 - - -
Segment assets for reportable
segments 5,315,004 10,728,990 16,043,994 - 3,811,406 3,811,406
Liabilities
Total borrowings - 2,962,223 2,962,223 - - -
Segment liabilities for reportable
segments - 2,962,223 2,962,223 - - -
Year ended 31 December 2014
Assets
Investment properties (Note
(MORE TO FOLLOW) Dow Jones Newswires
September 11, 2015 02:00 ET (06:00 GMT)
Public Services Properties (LSE:PSPI)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Public Services Properties (LSE:PSPI)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024
