RNS Number : 7324S
Picton ZDP Limited
12 November 2013
 



 

 

12 November 2013

 

Picton ZDP Limited

 

Interim Results

(the "Company")

 

Picton ZDP Limited (LSE: PCTZ), announces its interim results for the six months ended 30 September 2013.

 

The Company's principal objective is to provide Zero Dividend Preference Shares with a predetermined final capital entitlement. It is recommended that these accounts are read in conjunction with those of its parent, Picton Property Income Limited, also issued today.

 

For further information:

 

Tavistock Communications

Jeremy Carey/James Verstringhe, 020 7920 3150, jverstringhe@tavistock.co.uk

 

Picton Capital Limited

Michael Morris, 020 7011 9980, michael.morris@pictoncapital.co.uk

 

Company Secretary

Northern Trust International Fund Administration Services (Guernsey) Limited

David Sauvarin, 01481 745001, team_picton@ntrs.com

 


Interim Management Report

 

Picton ZDP Limited ("the Company") is a Guernsey registered company, established on 2 September 2012 and is a wholly owned subsidiary of Picton Property Income Limited ("the Parent") which is a closed ended investment company incorporated in Guernsey.

 

The Company's principal investment objective is to provide the holders of the zero dividend preference shares ("ZDP Shares") with a predetermined final capital entitlement. 

 

On repayment, ZDP shareholders are entitled to receive an amount equal to 100 pence per share increased daily at an equivalent annual rate of 7.25% per annum. The ZDP Share's repayment date is the 16 October 2016 and the final capital entitlement will be 132.2 pence per ZDP Share. 

 

The Parent has entered into a Contribution Agreement with the Company to provide an undertaking to pay any costs and expenses incurred by the Company and to enable the Company to meet its payment obligations in respect of the ZDP shares. Although the Parent has entered into an undertaking to meet all liabilities as they fall due it is important to note that all risks are borne by the ZDP shareholders who are not guaranteed to receive their full capital entitlement.

 

Statement of Directors' Responsibilities

 

The Directors confirm to the best of their knowledge that:

 

(a)        the condensed set of consolidated Financial statements have been prepared in accordance with IAS 34 'Interim Financial Reporting';

 

(b)        the Interim Management Report includes a fair review of the information required by Disclosure and Transparency Rule 4.2.7R, being an indication of important events during the first six months of the financial year, a description of principal risks and uncertainties for the remaining six months of the year, and their impact on the condensed set of consolidated financial statements; and

 

(c)        includes a fair review of the information required by Disclosure and Transparency Rule 4.2.8R (disclosure of related parties' transactions and changes therein).

 

 

 

 

Trevor Ash

Director

11 November 2013


INDEPENDENT REVIEW REPORT TO PICTON ZDP LIMITED ("the Company")

 

Introduction

We have been engaged by the Company to review the condensed set of consolidated financial statements in the Interim Report for the six months ended 30 September 2013 which comprises the Condensed Consolidated Statement of Comprehensive Income, the Condensed Consolidated Statement of Changes in Equity, the Condensed Consolidated Balance Sheet and the related explanatory notes. We have read the other information contained in the Interim Report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

 

This report is made solely to the Company in accordance with the terms of our engagement to assist the Company in meeting the requirements of the Disclosure and Transparency Rules ("the DTR") of the UK's Financial Conduct Authority ("the UK FCA"). Our review has been undertaken so that we might state to the Company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company for our review work, for this report, or for the conclusions we have reached.

 

Directors' responsibilities

The Interim Report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the Interim Report in accordance with the DTR of the UK FCA.

 

As disclosed in note 2, the annual financial statements of the Company are prepared in accordance with International Financial Reporting Standards. The condensed set of consolidated financial statements included in this Interim Report has been prepared in accordance with IAS 34 'Interim Financial Reporting'.

 

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of consolidated financial statements in the Interim Report based on our review.

 

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of consolidated financial statements in the Interim Report for the six months ended 30 September 2013 is not prepared, in all material respects, in accordance with IAS 34 and the DTR of the UK FCA.

 

 

 

 

 

KPMG Channel Islands Limited

Chartered Accountants

11 November 2013




Financial statements

 

Condensed Consolidated Statement of Comprehensive Income

For the period from 1 April 2013 to 30 September 2013



1 April 2013 to 30 September 2013

2 September 2012 to

31 March  

2013


Note

unaudited

audited



£000

£000









Expenses




Administration expenses                                  

3

(10)

(25)

Other operating expenses


(9)

(30)

Result from operating activities


(19)

(55)





Financing




Finance costs on zero dividend preference shares


(903)

(1,160)

Total finance costs


(903)

(1,160)





Tax

4

-

-





Total comprehensive loss for the period


(922)

(1,215)

 

 

 

 

There is no comprehensive income other than the loss for the period.

 

Notes 1 to 10 form part of these financial statements.



 

Condensed Consolidated Statement of Changes in Equity

For the period from 1 April 2013 to 30 September 2013








Note

Share Capital

Capital Contribution

Accumulated Loss

Total



£000

£000

£000

£000







Balance as at 2 September  2012


-

-

-

-

Issue of ordinary shares

8

-

-

-

-

Total comprehensive loss for the period


-

-

(1,215)

(1,215)

Contribution by parent company

6

-

1,215

-

1,215

Balance as at 31 March 2013


-

1,215

(1,215)

-

Total comprehensive loss for the period


-

-

(922)

(922)

Contribution by parent company

6

-

922

-

922

Balance as at

30 September 2013


-

2,137

(2,137)

-

 

 

 

 

Notes 1 to 10 form part of these financial statements.

 



 

Condensed Consolidated Balance Sheet

As at 30 September 2013



30 September 2013

31 March

2013



unaudited

audited


Note

£000

£000





Non-current assets




Amount due from parent company

6

22,991

22,088

Other assets


372

463

Total non-current assets


23,363

22,551





Current assets




Other assets


182

182

Total current assets


182

182





Total assets


23,545

22,733





Non-current liabilities




Zero dividend preference shares

7

(23,532)

(22,720)

Total non-current liabilities


(23,532)

(22,720)





Current liabilities




Accounts payable and accruals


(13)

(13)

Total current liabilities


(13)

(13)





Total liabilities


(23,545)

(22,733)





Net assets


-

-





Equity




Share capital

8

-

-

Capital contribution


2,137

1,215

Accumulated loss


(2,137)

(1,215)

Total equity


-

-

 

 

These financial statements were approved by the Board of Directors on 11 November 2013 and signed on its behalf by:

 

 

 

 

 

Trevor Ash

Director

 

 

Notes 1 to 10 form part of these financial statements.

 

 



Notes to the Condensed

Consolidated Financial Statements

For the period from 1 April 2013 to 30 September 2013

 

1.      General information

Picton ZDP Limited (the "Company" and together with its subsidiary, IRET Securities Limited, the "Group") was incorporated on 2 September 2012 and is registered in Guernsey. The Company is a wholly owned subsidiary of Picton Property Income Limited, (the "Parent"), which is an investment company registered in Guernsey. The financial statements are prepared for the period from 1 April 2013 to 30 September 2013, with audited comparatives for the period from registration on 2 September 2012 to 31 March 2013.

 

These financial statements are presented in pounds sterling being the currency of the primary economic environment in which the Company operates.

 

2.      Significant accounting policies

Basis of accounting

The financial statements have been prepared in accordance with 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 financial statements of the Company as at and for the period ended 31 March 2013.

 

The accounting policies applied by the Company in the Interim Reportare the same as those applied by the Company in its financial statements as at and for the period ended 31 March 2013, with the exception of the following which have had no effect on the financial statements:

 

·       IFRS 10 Consolidated Financial Statements, effective for accounting periods beginning on or after 1 January 2013. IFRS 10 establishes a single control model that applies to all entities including special purpose entities. The changes introduced require management to focus on whether power exists over an entity, the exposure or right to variable returns from its involvement with that entity and its ability to use its power to affect those returns. In particular, IFRS 10 requires the consolidation of entities it controls on the basis of de facto circumstances. In accordance with IFRS 10, management have reassessed the relationship between entities. Notwithstanding the above, the adoption of IFRS 10 had no impact on the Group.

 

·       IFRS 13 Fair Value Measurement, effective for accounting periods beginning on or after 1 January 2013. IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted by other IFRSs. In accordance with the provisions of IFRS, management has applied the new fair value measurement guidance prospectively. Notwithstanding the above, the change had no significant impact on the measurements of the Group's assets and liabilities.

 

The annual financial statements of the Company are prepared in accordance with International Financial Reporting Standards ('IFRS') as issued by the IASB.

 

Segmental reporting

The Directors are of the opinion that the Company is engaged in a single economic and geographic segment of business primarily being the raising of funds in order to provide financing to the Parent.

 

Statement of cash flows

No Cash Flow Statement is presented as all funding activities are provided by the Parent.

 

Financial risk management

The Company's financial risk management policies are consistent with those disclosed in the financial statements as at and for the period from registration on 2 September 2012 to 31 March 2013.

 

 

 

Notes to the Condensed

Consolidated Financial Statements

For the period from 1 April 2013 to 30 September 2013 (continued)

 

3.      Administration expenses


1 April 2013 to 30 September 2013

2 September 2012 to 31 March 2013


£000

£000

Administration fees

10

25

 

The Company receives administration services from Picton Capital Limited, a fellow subsidiary of Picton Property Income Limited. The fees payable are fixed at £20,000 per annum.

 

4.      Tax

The Directors conduct the affairs of the Company such that the management and control of the Company is not exercised in the United Kingdom and that the Company does not carry on a trade in the United Kingdom. 

 

The Company is exempt from Guernsey income tax under the Income Tax (Exempt Bodies) (Guernsey) Ordinance 1989 and is charged an annual exemption fee of £600.

 

5.      Investment in subsidiary


Place of Incorporation

Ownership proportion

IRET Securities Limited (in liquidation)

Guernsey

100%

 

The results of the above entity are consolidated within the Group financial statements.

 

On 12 September 2012 the Company acquired the entire share capital of IRET Securities Limited ("IRET") from its Parent for a consideration of £1. IRET is a Guernsey registered company, its principal investment objective is to issue zero dividend preference shares ("2012 ZDP shares") with a predetermined final capital entitlement.

 

IRET was placed into liquidation on 31 October 2012 following full repayment of its 2012 ZDP shares. It has been consolidated by virtue of the Company's listing and it is expected that on completion of the liquidation consolidated accounts will no longer be prepared.

 

6.       Amounts due from parent company


1 April 2013 to 30 September 2013

2 September 2012 to 31 March 2013


£000

£000

Balance at start of period

22,088

-

Loan due from parent at acquisition of subsidiary

-

37,042

Parent loan issued

-

21,271

Additions under contribution agreements

922

1,215

Repayments

(19)

(37,440)

Balance at end of period

22,991

22,088

 

Funds raised through the ZDP share issue, after the deduction of issue costs of £729,000, totalled £21,271,000. These funds have been transferred to the Parent as a non-interest bearing loan repayable on demand according to the Loan Agreement dated 12 September 2012.

 

On acquisition of IRET Securities Limited the Group recognised a loan due from the Parent of £37,042,000. This was repaid in full in the period from registration on 2 September 2012 to 31 March 2013.

 

 

 

Notes to the Condensed

Consolidated Financial Statements

For the period from 1 April 2013 to 30 September 2013 (continued)

 

6.       Amounts due from parent company (continued)

On 12 September 2012 the Company entered into a Contribution Agreement with the Parent. The agreement provides an undertaking by the Parent to pay any costs and expenses incurred by the Company in respect of its operation and the continuation of its business and to enable the Company to meet its payment obligations in respect of the ZDP shares. The Parent has agreed to support the Company's obligations and has agreed to certain protections to ensure the Parent does not make distributions or returns of capital without retaining sufficient capital to meet its obligations to the Company. During the period the Parent provided an undertaking of costs totalling £922,000, of which £19,000 was settled by the Parent during the period.

 

7.       Zero dividend preference shares


1 April 2013 to 30 September  2013

2 September 2012 to 31 March 2013


£000

£000

Balance at start of period

22,720

-

Share issue

-

22,000

Share acquisition

-

35,343

Capital additions

812

1,013

Share repayment

-

(35,636)

Balance at end of period

23,532

22,720

 

The Company issued 22,000,000 zero dividend preference shares ('ZDP shares') at 100 pence per share. The ZDP shares have an entitlement to receive a fixed cash amount on 15 October 2016, being the maturity date, but do not receive any dividends or income distributions. Additional capital accrues to the ZDP shares on a daily basis at a rate equivalent to 7.25% per annum, resulting in a final capital entitlement of 132.2 pence per share. The ZDP shares were listed on the London Stock Exchange on 15 October 2012.

 

During the period the Company has accrued for £812,000 of additional capital (31 March 2013: £720,000). The total amount repayable at maturity is £29,114,000.

 

The ZDP shares do not carry the right to vote at general meetings of the Company, although they carry the right to vote as a class on certain proposals which would be likely to materially affect their position. In the event of a winding-up of the Company, the capital entitlement of the ZDP shares (except for any undistributed revenue profits) will rank ahead of ordinary shares but behind other creditors of the Company.

 

On 12 September 2012 the Company obtained control of IRET Securities Limited, recognising zero dividend preference shares of £35,343,000 at the date of acquisition ("2012 ZDP Shares"). The 2012 ZDP shares accrued capital additions on a daily basis at a rate equivalent to 6.875% per annum, and were repaid in full on 31 October 2012, being the maturity date.

 

8.       Share capital

The Company has one class of share which carries no right to fixed income. The authorised share capital of the Company is one ordinary share issued at £1. On 2 September 2012 the Company issued one ordinary share at par value.

 

 

 

Notes to the Condensed

Consolidated Financial Statements

For the period from 1 April 2013 to 30 September 2013 (continued)

 

9.       Controlling and related parties

The Company is wholly owned by Picton Property Income Limited (the "Parent"), a Guernsey registered company. The Parent is therefore the immediate and ultimate controlling party.

 

On 12 September 2012 the Company acquired the entire share capital of IRET Securities Limited from the Parent for a consideration of £1. A Contribution Agreement is also in place between IRET Securities Limited and Picton Property Income Limited. As at 30 September 2013 £nil was outstanding under the Contribution Agreement.

 

The Company also entered into a non-interest bearing Loan Agreement with the Parent dated 12 September 2012. As at 30 September 2013 the Parent owed £21.3 million to the Company under the Loan Agreement.

 

Picton Capital Limited, a fellow subsidiary of the Parent, was paid administration expenses in the period of £10,000 by the Group. As at 30 September 2013 the Group owed £5,000 to Picton Capital Limited.

 

The Directors received no remuneration for their services to the Company during the period.

 

10.     Events after the reporting date

There are no subsequent events requiring disclosure in these financial statements.

 

 

 

 

Company Information

 

 

Directors         

Nicholas Thompson       

Trevor Ash                                                                    

Vic Holmes

Roger Lewis

Robert Sinclair

 

Registered Office

Trafalgar Court

Les Banques

St. Peter Port

Guernsey

GY1 3QL

 

Registered Number: 55586

 

Administrator and Secretary

Northern Trust International Fund Administration  

Services (Guernsey) Limited      

PO Box 255, Trafalgar Court      

Les Banques    

St. Peter Port   

Guernsey

GY1 3QL

 

 

Auditor

KPMG Channel Islands Limited
20 New Street
St. Peter Port
Guernsey
GY1 4AN

 

Investment Manager to the Parent

Picton Capital Limited

28 Austin Friars

London

EC2N 2QQ

 

 

Registrar (ZDP shares)

Computershare Investor Services (Guernsey) Limited

Natwest House

Le Truchet

St Peter Port    

Guernsey

GY1 1WD

 

 

Legal Advisors

As to English Law

Norton Rose Fulbright LLP

3 More London Riverside
London

SE1 2AQ

 

As to Guernsey Law

Carey Olsen

PO Box 98
Carey House
Les Banques
St Peter Port
Guernsey GY1 4BZ

 

 

Brokers to the Parent

JP Morgan Securities Limited
25 Bank Street
London
E14 5JP

 

Oriel Securities Limited

150 Cheapside

London

EC2V 6ET

 

 

 

 


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